Sub-Item 77 Q1(g)
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is adopted as of
this 30th day of March, 2010 by and among (i) each of the ▇▇▇ ▇▇▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ open-end registered investment companies identified on
Exhibit A hereto (each a "Target Entity") separately, where applicable, on
behalf of its respective series identified on Exhibit A hereto (each a
"Target Fund"); (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Inc. ("MSIM");
(iii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Advisors Inc. ("MSIA"); (iv) ▇▇▇ ▇▇▇▇▇▇
Asset Management ("VKAM"); (v) each of the registrants in the AIM Family of
Funds identified on Exhibit A hereto (each an "Acquiring Entity"),
separately on behalf of its respective series identified on Exhibit A
hereto (each an "Acquiring Fund"); and (vi) Invesco Advisers, Inc. ("IAI").
WHEREAS, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ entered into a definitive agreement dated
October 19, 2009 (the "Transaction Agreement") to sell substantially all of
its retail asset management business operating under both the ▇▇▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇ brands to Invesco, Ltd. ("Invesco") (referred to
herein as the "MS/Invesco Transaction");
WHEREAS, the parties hereto intend for each Acquiring Fund and
its corresponding Target Fund (as set forth in Exhibit A hereto) to enter
into a transaction pursuant to which: (i) the Acquiring Fund will acquire
the assets and liabilities of the Target Fund in exchange for the
corresponding class or classes of shares (as applicable) of the Acquiring
Fund identified on Exhibit A of equal value to the net assets of the Target
Fund being acquired, and (ii) the Target Fund will distribute such shares
of the Acquiring Fund to shareholders of the corresponding class of the
Target Fund, in connection with the liquidation of the Target Fund, all
upon the terms and conditions hereinafter set forth in this Agreement (each
such transaction, a "Reorganization" and collectively, the
"Reorganizations"). Each Acquiring Fund is, and will be immediately prior
to Closing (defined in Section 3.1), a shell series, without assets (other
than seed capital) or liabilities, created for the purpose of acquiring the
assets and liabilities of the Target Fund;
WHEREAS, each Target Entity and each Acquiring Entity is an
open-end, registered investment company of the management type; and
WHEREAS, this Agreement is intended to be and is adopted as a
plan of reorganization and liquidation with respect to each Reorganization
within the meaning of Section 368(a)(1) of the United States Internal
Revenue Code of 1986, as amended ("Code").
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements hereinafter set forth, the parties hereto covenant
and agree as follows:
1. DESCRIPTION OF THE REORGANIZATIONS
1.1 It is the intention of the parties hereto that each Reorganization
described herein shall be conducted separately of the others, and a party
that is not a party to a Reorganization shall incur no obligations, duties
or liabilities with respect to such Reorganization by reason of being a
party to this Agreement. If any one or more Reorganizations should fail to
be consummated, such failure shall not affect the other Reorganizations in
any way.
1.2 Provided that all conditions precedent to a Reorganization set forth herein
have been satisfied as of the Closing Date (defined in Section 3.1), and
based on the representations and warranties each party provides to the
others, each Target Entity and its corresponding Acquiring Entity agree to
take the following steps with respect to their Reorganization(s), the
parties to which and classes of shares to be issued in connection with
which are set forth in Exhibit A:
(a) The Target Fund shall transfer all of its Assets, as defined and
set forth in Section 1.2(b), to the Acquiring Fund, and the Acquiring Fund
in exchange therefor shall assume the Liabilities, as defined and set forth
in Section 1.2(c), and deliver to the Target Fund the number of full and
fractional Acquiring Fund shares determined in the manner set forth in
Section 2.
(b) The assets of the Target Fund to be transferred to the Acquiring
Fund shall consist of all assets and property, including, without
limitation, all cash, securities, commodities and futures interests, claims
(whether absolute or contingent, known or unknown, accrued or unaccrued and
including, without limitation, any interest in pending or future legal
claims in connection with past or present portfolio holdings, whether in
the form of class action claims, opt-out or other direct litigation claims,
or regulator or government-established investor recovery fund claims, and
any and all resulting recoveries) and dividends or interest receivable that
are owned by the Target Fund and any deferred or prepaid expenses shown as
an asset on the books of the Target Fund on the Closing Date, except for
cash, bank deposits or cash equivalent securities in an amount necessary to
pay the estimated costs of extinguishing any Excluded Liabilities (as
defined in Section 1.2(c)) and cash in an amount necessary to pay any
distributions pursuant to Section 7.1(g) (collectively, "Assets").
(c) The Acquiring Fund shall assume all of the liabilities of the
Target Fund, whether accrued or contingent, known or unknown, existing at
the Closing Date, except for the Target Fund's Excluded Liabilities (as
defined below), if any, pursuant to this Agreement (collectively, with
respect to each Target Fund separately, "Liabilities"). Each Target Fund
will use its best efforts to discharge all known Liabilities prior to or at
the Valuation Date (as defined in Section 2.1(a)) to the extent possible
and consistent with its own investment objectives and policies and normal
business operations. If prior to the Closing Date the Acquiring Entity
identifies a liability that the Acquiring Entity and the Target Entity
mutually agree should not be assumed by the Acquiring Fund, such liability
shall be excluded from the definition of Liabilities hereunder and shall be
listed on a Schedule of Excluded Liabilities to be signed by the Acquiring
Entity and the Target Entity at Closing and attached to this Agreement as
Schedule 1.2(c) (the "Excluded Liabilities"). The Assets minus the
Liabilities of a Target Fund shall be referred to herein as the Target
Fund's "Net Assets."
(d) As soon as is reasonably practicable after the Closing, the Target
Fund will distribute to its shareholders of record ("Target Fund
Shareholders") the shares of the Acquiring Fund of the corresponding class
received by the Target Fund pursuant to Section 1.2(a), as set forth in
Exhibit A, on a pro rata basis within that class, and without further
notice the outstanding shares of the Target Fund will be redeemed and
cancelled as permitted by its charter and applicable law, and the Target
Fund will as promptly as practicable completely liquidate and dissolve.
Such distribution and liquidation will be accomplished, with respect to
each class of the Target Fund's shares, by the transfer of the Acquiring
Fund shares of the corresponding class then credited to
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the account of the Target Fund on the books of the Acquiring Fund to open
accounts on the share records of the Acquiring Fund in the names of the
Target Fund Shareholders of the class. The aggregate net asset value of the
Acquiring Fund shares to be so credited to the corresponding Target Fund
Shareholders shall be equal to the aggregate net asset value of the
corresponding Target Fund's shares owned by the Target Fund Shareholders on
the Valuation Date. The Acquiring Fund shall not issue certificates
representing shares in connection with such exchange.
(e) Ownership of Acquiring Fund shares will be shown on its books, as
such are maintained by the Acquiring Fund's transfer agent.
2. VALUATION
2.1 With respect to each Reorganization:
(a) The value of the Target Fund's Assets shall be the value of such
Assets computed as of immediately after the close of regular trading on the
New York Stock Exchange ("NYSE"), which shall reflect the declaration of
any dividends, on the business day next preceding the Closing Date (the
"Valuation Date"), using the Target Fund's valuation procedures established
by the Target Entity's Board of Trustees, which shall be provided to the
Acquiring Fund prior to the Valuation Date.
(b) The net asset value per share of each class of the Acquiring Fund
shares issued in connection with the Reorganization shall be the net asset
value per share of the corresponding class of the Target Fund as of the
close of business on the Valuation Date, provided that, if more than one
class of shares of the Target Fund is being exchanged for a single class of
shares of the Acquiring Fund, then the net asset value per share of such
class of shares of the Acquiring Fund issued in connection with the
Reorganization shall be the net asset value per share of the corresponding
class of the Target Fund having attributes most consistent with the
Acquiring Fund share class, as determined by the Acquiring Fund (the
"Primary Share Class"), or the net asset value of such other class of
shares of the Target Fund as the parties may mutually agree.
(c) The number of shares issued of each class of the Acquiring Fund
(including fractional shares, if any, rounded to the nearest thousandth) in
exchange for the Target Fund's Net Assets shall equal the number of shares
of the corresponding class of the Target Fund outstanding as of the
Valuation Time, provided that if two or more classes of shares of the
Target Fund are exchanged for a single class of shares of the Acquiring
Fund, then the number of Acquiring Fund shares issued with respect to each
such Target Fund class, other than the Primary Share Class, shall equal the
quotient of the net asset value of such class divided by the net asset
value per share of the Primary Share Class, all as of the Valuation Time.
(d) All computations of value shall be made by the Target Fund's
designated recordkeeping agent using the valuation procedures described in
this Section 2 and shall be subject to review by the Acquiring Fund's
recordkeeping agent and, if requested by either the Target Entity or the
Acquiring Entity, by the independent registered public accountant of the
requesting party.
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3. CLOSING AND CLOSING DATE
3.1 Each Reorganization shall close on June 1, 2010 or such other date as the
parties may agree with respect to any or all Reorganizations (the "Closing
Date"). All acts taking place at the closing of a Reorganization
("Closing") shall be deemed to take place simultaneously as of immediately
prior to the opening of regular trading on the NYSE on the Closing Date of
that Reorganization unless otherwise agreed to by the parties (the "Closing
Time"). The Closing of each Reorganization shall be held in person, by
facsimile, email or such other communication means as the parties may
reasonably agree.
3.2 With respect to each Reorganization:
(a) The Target Fund's portfolio securities, investments or other
assets that are represented by a certificate or other written instrument
shall be transferred and delivered by the Target Fund as of the Closing
Date to the Acquiring Fund's Custodian for the account of the Acquiring
Fund duly endorsed in proper form for transfer and in such condition as to
constitute good delivery thereof. The Target Fund shall direct the Target
Fund's custodian (the "Target Custodian") to deliver to the Acquiring
Fund's Custodian as of the Closing Date by book entry, in accordance with
the customary practices of Target Custodian and any securities depository
(as defined in Rule 17f-4 under the Investment Company Act of 1940, as
amended (the "1940 Act")), in which the Assets are deposited, the Target
Fund's portfolio securities and instruments so held. The cash to be
transferred by a Target Fund shall be delivered to the Acquiring Fund's
Custodian by wire transfer of federal funds or other appropriate means on
the Closing Date. If the Target Fund is unable to make such delivery on the
Closing Date in the manner contemplated by this Section for the reason that
any of such securities or other investments purchased prior to the Closing
Date have not yet been delivered to the Target Fund or its broker, then the
Acquiring Fund may, in its sole discretion, waive the delivery requirements
of this Section with respect to said undelivered securities or other
investments if the Target Fund has, by or on the Closing Date, delivered to
the Acquiring Fund or its Custodian executed copies of an agreement of
assignment and escrow and due bills executed on behalf of said broker or
brokers, together with such other documents as may be required by the
Acquiring Fund or its Custodian, such as brokers' confirmation slips.
(b) The Target Entity shall direct the Target Custodian for each
Target Fund to deliver, at the Closing, a certificate of an authorized
officer stating that (i) except as permitted by Section 3.2(a), the Assets
have been delivered in proper form to the Acquiring Fund no later than the
Closing Time on the Closing Date, and (ii) all necessary taxes in
connection with the delivery of the Assets, including all applicable
Federal, state and foreign stock transfer stamps, if any, have been paid or
provision for payment has been made.
(c) At such time prior to the Closing Date as the parties mutually
agree, the Target Fund shall provide (i) instructions and related
information to the Acquiring Fund or its transfer agent with respect to the
Target Fund Shareholders, including names, addresses, dividend reinvestment
elections and tax withholding status of the Target Fund Shareholders as of
the date agreed upon (such information to be updated as of the Closing
Date, as necessary) and (ii) the information and documentation maintained
by the Target Fund or its agents relating to the identification and
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verification of the Target Fund Shareholders under the USA PATRIOT ACT and
other applicable anti-money laundering laws, rules and regulations (the
"AML Documentation") and such other information as the Acquiring Fund may
reasonably request. The Acquiring Fund and its transfer agent shall have no
obligation to inquire as to the validity, propriety or correctness of any
such instruction, information or documentation, but shall, in each case,
assume that such instruction, information or documentation is valid,
proper, correct and complete.
(d) The Target Entity shall direct each applicable transfer agent for
a Target Fund (the "Target Transfer Agent") to deliver to the Acquiring
Fund at the Closing a certificate of an authorized officer stating that its
records, as provided to the Acquiring Entity, contain the names and
addresses of the Target Fund Shareholders and the number of outstanding
shares of each class owned by each such shareholder immediately prior to
the Closing. The Acquiring Fund shall issue and deliver to the Secretary of
the Target Fund a confirmation evidencing the Acquiring Fund shares to be
credited on the Closing Date, or provide other evidence satisfactory to the
Target Entity that such Acquiring Fund shares have been credited to the
Target Fund Shareholders' accounts on the books of the Acquiring Fund. At
the Closing, each party shall deliver to the other such bills of sale,
checks, assignments, certificates, if any, receipts or other documents as
such other party or its counsel may reasonably request.
(e) In the event that on the Valuation Date or the Closing Date (a)
the NYSE or another primary trading market for portfolio securities of the
Target Fund (each, an "Exchange") shall be closed to trading or trading
thereupon shall be restricted, or (b) trading or the reporting of trading
on such Exchange or elsewhere shall be disrupted so that, in the judgment
of the Board of Trustees/Directors of the Acquiring Entity or the Target
Entity or the authorized officers of either of such entities, accurate
appraisal of the value of the net assets of the Acquiring Fund or the
Target Fund, respectively, is impracticable, the Closing Date shall be
postponed until the first business day after the day when trading shall
have been fully resumed and reporting shall have been restored.
4. REPRESENTATIONS AND WARRANTIES
4.1 Each Target Entity, on behalf of itself or, where applicable a Target Fund,
represents and warrants to its corresponding Acquiring Entity and Acquiring
Fund as follows:
(a) The Target Entity is duly organized or, where applicable, the
Target Fund is duly organized as a series of the Target Entity, which is an
entity of the type and organized under the laws of the jurisdiction as set
forth on Exhibit B, in each case validly existing and in good standing and
with power under the Target Entity's governing documents (including
bylaws), as applicable ("Governing Documents"), to own all of its Assets,
to carry on its business as it is now being conducted and to enter into
this Agreement and perform its obligations hereunder;
(b) The Target Entity is a registered investment company classified as
a management company of the open-end type, and its registration with the
U.S. Securities and Exchange Commission (the "Commission") as an investment
company under the 1940 Act, and the registration of the shares of the
Target Fund under the Securities Act of 1933, as amended ("1933 Act"), are
in full force and effect;
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(c) No consent, approval, authorization, or order of any court or
governmental authority or the Financial Industry Regulatory Authority
("FINRA") is required for the consummation by the Target Fund and the
Target Entity of the transactions contemplated herein, except such as have
been obtained under the 1933 Act, the Securities Exchange Act of 1934, as
amended ("1934 Act"), the 1940 Act and state securities laws;
(d) The current prospectus and statement of additional information of
the Target Fund and each prospectus and statement of additional information
of the Target Fund used at all times between October 1, 2001 and the date
of this Agreement conforms or conformed at the time of its use in all
material respects to the applicable requirements of the 1933 Act and the
1940 Act and the rules and regulations of the Commission thereunder and
does not or did not at the time of its use include any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not materially misleading;
(e) The Target Fund is in compliance in all material respects with the
applicable investment policies and restrictions set forth in the Target
Fund's prospectus and statement of additional information and the value of
the net assets of the Target Fund is determined using portfolio valuation
methods that comply in all material respects with the requirements of the
1940 Act and the rules and regulations of the Commission thereunder and the
pricing and valuation policies of the Target Fund and there have been no
material miscalculations of the net asset value of the Target Fund or the
net asset value per share of the Target Fund (or any class thereof) during
the twelve month period preceding the date hereof which would have a
material adverse effect on such Target Fund or its properties or assets;
(f) Except as otherwise disclosed to and accepted, in writing, by or
on behalf of the Acquiring Fund, the Target Fund will on the Closing Date
have good title to the Assets and full right, power, and authority to sell,
assign, transfer and deliver such Assets free of adverse claims, including
any liens or other encumbrances, and upon delivery and payment for such
Assets, the Acquiring Fund will acquire good title thereto, free of adverse
claims and subject to no restrictions on the full transfer thereof,
including, without limitation, such restrictions as might arise under the
1933 Act;
(g) Except as otherwise disclosed to and accepted, in writing, by or
on behalf of the Acquiring Fund, the Target Fund is not engaged currently,
and the execution, delivery and performance of this Agreement will not
result, in (i) a material violation of the Target Entity's Governing
Documents or of any agreement, indenture, instrument, contract, lease or
other undertaking to which the Target Fund or the Target Entity is a party
or by which it is bound, or (ii) the acceleration of any obligation, or the
imposition of any lien, encumbrance, penalty or additional fee under any
agreement, indenture, instrument, contract, lease, judgment or decree to
which the Target Fund or Target Entity is a party or by which it is bound;
(h) Except as otherwise disclosed to and accepted, in writing, by or
on behalf of the Acquiring Fund, all material contracts or other
commitments of the Target Fund (other than this Agreement and certain
investment contracts, including swap agreements, options, futures and
forward contracts) will terminate with respect to the Target Fund without
liability to the Target
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Fund or may otherwise be assigned to the Acquiring Fund without the payment
of any fee (penalty or otherwise) or acceleration of any obligations of the
Target Fund on or prior to the Closing Date;
(i) Except as otherwise disclosed in writing to and accepted by or on
behalf of the Acquiring Fund, no litigation or administrative proceeding or
investigation of or before any court, tribunal, arbitrator, governmental
body or FINRA is presently pending or, to the Target Fund's knowledge,
threatened against the Target Fund that, if adversely determined, would
materially and adversely affect the Target Fund's financial condition or
the conduct of its business. The Target Fund and the Target Entity, without
any special investigation or inquiry, know of no facts that might form the
basis for the institution of such proceedings and neither the Target Entity
nor the Target Fund is a party to or subject to the provisions of any
order, decree or judgment of any court, governmental body or FINRA that
materially and adversely affects its business or its ability to consummate
the transactions herein contemplated;
(j) The financial statements of the Target Fund for the Target Fund's
most recently completed fiscal year have been audited by the independent
registered public accounting firm identified in the Target Fund's
prospectus or statement of additional information included in the Target
Fund's registration statement on Form N-1A (the "Prospectus" and "Statement
of Additional Information"). Such statements, as well as the unaudited,
semi-annual financial statements for the semi-annual period next succeeding
the Target Fund's most recently completed fiscal year, if any, were
prepared in accordance with accounting principles generally accepted in the
United States of America ("GAAP") consistently applied, and such statements
(copies of which have been furnished or made available to the Acquiring
Fund) present fairly, in all material respects, the financial condition of
the Target Fund as of such date in accordance with GAAP, and there are no
known contingent liabilities of the Target Fund required to be reflected on
a balance sheet (including the notes thereto) in accordance with GAAP as of
such date not disclosed therein;
(k) Since the last day of the Target Fund's most recently completed
fiscal year, there has not been any material adverse change in the Target
Fund's financial condition, assets, liabilities or business, other than
changes occurring in the ordinary course of business, except as otherwise
disclosed to and accepted by the Acquiring Fund in writing. For the
purposes of this subparagraph, a decline in net asset value due to declines
in market values of securities held by the Target Fund, the redemption of
the Target Fund's shares by shareholders of the Target Fund or the
discharge of the Target Fund's ordinary course liabilities shall not
constitute a material adverse change;
(l) On the Closing Date, all material Returns (as defined below) of
the Target Fund required by law to have been filed by such date (including
any extensions) shall have been filed and are or will be true, correct and
complete in all material respects, and all Taxes (as defined below) shown
as due or claimed to be due by any government entity shall have been paid
or provision has been made for the payment thereof. To the Target Fund's
knowledge, no such Return is currently under audit by any Federal, state,
local or foreign Tax authority; no assessment has been asserted with
respect to such Returns; there are no levies, liens or other encumbrances
on the Target Fund or its assets resulting from the non-payment of any
Taxes; no waivers of the
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time to assess any such Taxes are outstanding nor are any written requests
for such waivers pending; and adequate provision has been made in the
Target Fund financial statements for all Taxes in respect of all periods
ended on or before the date of such financial statements. As used in this
Agreement, "Tax" or "Taxes" means (i) any tax, governmental fee or other
like assessment or charge of any kind whatsoever (including, but not
limited to, withholding on amounts paid to or by any person), together with
any interest, penalty, addition to tax or additional amount imposed by any
governmental authority (domestic or foreign) responsible for the imposition
of any such tax. "Return" means reports, returns, information returns,
elections, agreements, declarations, or other documents of any nature or
kind (including any attached schedules, supplements and additional or
supporting material) filed or required to be filed with respect to Taxes,
including any claim for refund, amended return or declaration of estimated
Taxes (and including any amendments with respect thereto);
(m) The Target Fund has elected to be a regulated investment company
under Subchapter M of the Code and is a fund that is treated as a separate
corporation under Section 851(g) of the Code. The Target Fund has qualified
for treatment as a regulated investment company for each taxable year since
inception that has ended prior to the Closing Date and will have satisfied
the requirements of Part I of Subchapter M of the Code to maintain such
qualification for the period beginning on the first day of its current
taxable year and ending on the Closing Date. If Target Fund serves as a
funding vehicle for variable contracts (life insurance or annuity), Target
Fund, with respect to each of its taxable years that has ended prior to the
Closing Date during which it has served as such a funding vehicle, has
satisfied the diversification requirements of Section 817(h) of the Code
and will continue to satisfy the requirements of Section 817(h) of the Code
for the period beginning on the first day of its current taxable year and
ending on the Closing Date. In order to (i) ensure continued qualification
of the Target Fund for treatment as a "regulated investment company" for
tax purposes and (ii) eliminate any tax liability of the Target Fund
arising by reason of undistributed investment company taxable income or net
capital gain, the Target Fund, unless the Target Fund has been advised by
the Acquiring Fund that the Acquiring Fund will deliver an opinion of
counsel that the Reorganization qualifies as a reorganization under Section
368(a)(1)(F) as provided by Section 8.6 below, before the Closing Date will
declare on or prior to the Valuation Date to the shareholders of Target
Fund a dividend or dividends that, together with all previous such
dividends, shall have the effect of distributing (A) all of Target Fund's
investment company taxable income (determined without regard to any
deductions for dividends paid) for the taxable year ended prior to the
Closing Date and substantially all of such investment company taxable
income for the short taxable year beginning on the first day of its current
taxable year and ending on the Closing Date and (B) all of Target Fund's
net capital gain recognized in its taxable year ended prior to the Closing
Date and substantially all of any such net capital gain recognized in such
short taxable year (in each case after reduction for any capital loss
carryover);
(n) All issued and outstanding shares of the Target Fund are, and on
the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable by the Target Entity and, in every state where
offered or sold, such offers and sales have been in compliance in all
material respects with applicable registration and/or Notice requirements
of the 1933 Act and state and District of Columbia securities laws. All of
the issued and outstanding shares of the Target Fund will, at the time of
Closing, be held by the persons and in the amounts set forth in the records
of
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the Target Transfer Agent, on behalf of the Target Fund. The Target Fund
does not have outstanding any options, warrants or other rights to
subscribe for or purchase any of the shares of the Target Fund, nor is
there outstanding any security convertible into any of the Target Fund's
shares, except for the automatic conversion right of holders of Class B and
Class P shares, as applicable, of the Target Fund to convert to Class A
shares in accordance with the terms set forth in the Target Fund's
Prospectus and Statement of Additional Information and Governing Documents;
(o) The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
action, if any, on the part of the directors or trustees, as applicable, of
the Target Entity and, subject to the approval of the shareholders of the
Target Fund and the due authorization, execution and delivery of this
Agreement by the other parties hereto, this Agreement will constitute a
valid and binding obligation of the Target Fund, enforceable in accordance
with its terms, subject, as to enforcement, to bankruptcy, insolvency,
reorganization, moratorium and other laws relating to or affecting
creditors' rights and to general equity principles;
(p) As of the date of this Agreement or within a certain time
thereafter as mutually agreed by the parties, the Target Fund has provided
the Acquiring Fund with all information relating to the Target Fund
reasonably necessary for the preparation of the N-14 Registration Statement
(as defined in Section 5.1(b) hereof), in compliance with the 1933 Act, the
1934 Act and the 1940 Act in connection with the meeting of shareholders of
the Target Fund to approve this Agreement and the transactions contemplated
hereby. As of the effective date of the N-14 Registration Statement, the
date of the meeting of shareholders of the Target Fund and the Closing
Date, such information provided by any Target Fund will not contain any
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which such statements were made, not
misleading; provided, however, that the representations and warranties in
this subparagraph shall not apply to statements in or omissions from the
N-14 Registration Statement made in reliance upon and in conformity with
information that was furnished by the Acquiring Fund for use therein;
(q) The books and records of the Target Fund are true and correct in
all material respects and contain no material omissions with respect to
information required to be maintained under the laws, rules and regulations
applicable to the Target Fund;
(r) The Target Entity is not under the jurisdiction of a court in a
Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
Code; and
(s) The Target Fund has no unamortized or unpaid organizational fees
or expenses.
4.2. Each Acquiring Entity, on behalf of the Acquiring Fund, represents and
warrants to its corresponding Target Entity and Target Fund as follows:
(a) The Acquiring Fund is duly organized as a series of the Acquiring
Entity, which is a statutory trust duly formed, validly existing, and in
good standing under the laws of the State of Delaware, with power under its
Amended and Restated Agreement and Declaration of Trust or
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Second Amended and Restated Agreement and Declaration of Trust, as
applicable, in each case, as amended (the "Agreement and Declaration of
Trust"), to own all of its properties and assets and to carry on its
business as it is now being, and as it is contemplated to be, conducted and
to enter into this Agreement and perform its obligations hereunder;
(b) The Acquiring Entity is a registered investment company classified
as a management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act and the registration
of shares of the Acquiring Fund under the 1933 Act are in full force and
effect;
(c) No consent, approval, authorization, or order of any court,
governmental authority or FINRA is required for the consummation by the
Acquiring Fund of the transactions contemplated herein, except such as have
been or will be (at or prior to the Closing Date) obtained under the 1933
Act, the 1934 Act, the 1940 Act and state securities laws;
(d) The prospectus and statement of additional information of the
Acquiring Fund to be used in connection with the Reorganization will
conform at the time of their use in all material respects to the applicable
requirements of the 1933 Act and the 1940 Act and the rules and regulations
of the Commission thereunder and will not include any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(e) On the Closing Date, the Acquiring Fund will have no assets other
than nominal capital contributed by Invesco or its affiliates;
(f) The Acquiring Fund is not engaged currently, and the execution,
delivery and performance of this Agreement will not result, in (i) a
material violation of the Acquiring Entity's Agreement and Declaration of
Trust or by-laws or of any agreement, indenture, instrument, contract,
lease or other undertaking to which the Acquiring Fund or the Acquiring
Entity is a party or by which it is bound, or (ii) the acceleration of any
obligation, or the imposition of any lien, encumbrance, penalty, or
additional fee under any agreement, indenture, instrument, contract, lease,
judgment or decree to which the Acquiring Fund or the Acquiring Entity is a
party or by which it is bound;
(g) Except as otherwise disclosed in writing to and accepted by or on
behalf of the Target Fund, no litigation or administrative proceeding or
investigation of or before any court, tribunal, arbitrator, governmental
body or FINRA is presently pending or, to the Acquiring Fund's knowledge,
threatened against the Acquiring Fund that, if adversely determined, would
materially and adversely affect the Acquiring Fund's financial condition or
the conduct of its business. The Acquiring Fund and the Acquiring Entity,
without any special investigation or inquiry, know of no facts that might
form the basis for the institution of such proceedings and neither the
Acquiring Entity nor the Acquiring Fund is a party to or subject to the
provisions of any order, decree or judgment of any court, governmental body
or FINRA that materially and adversely affects its business or its ability
to consummate the transactions herein contemplated;
(h) The Acquiring Fund is, and will be at the time of Closing, a new
series portfolio of the Acquiring Entity created within the last 12 months,
without assets (other than seed capital) or
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liabilities, formed for the purpose of receiving the Assets and assuming
the Liabilities of the Target Fund in connection with the Reorganization
and, accordingly, the Acquiring Fund has not prepared books of account and
related records or financial statements or issued any shares except those
issued in a private placement to Invesco or its affiliate to secure any
required initial shareholder approvals;
(i) On the Closing Date, all material Returns of the Acquiring Fund
required by law to have been filed by such date (including any extensions)
shall have been filed and are or will be true, correct and complete in all
material respects, and all Taxes shown as due or claimed to be due by any
government entity shall have been paid or provision has been made for the
payment thereof. To the Acquiring Fund's knowledge, no such Return is
currently under audit by any Federal, state, local or foreign Tax
authority; no assessment has been asserted with respect to such Returns;
there are no levies, liens or other encumbrances on the Acquiring Fund or
its assets resulting from the non-payment of any Taxes; and no waivers of
the time to assess any such Taxes are outstanding nor are any written
requests for such waivers pending;
(j) The Acquiring Fund was formed for the purpose of the respective
Reorganization and intends to elect to be a regulated investment company
under Subchapter M of the Code and is a fund that is treated as a separate
corporation under Section 851(g) of the Code. The Acquiring Fund has
qualified for treatment as a regulated investment company for each taxable
year since inception that has ended prior to the Closing Date and will
satisfy the requirements of Part I of Subchapter M of the Code to maintain
qualification as a regulated investment company beginning on the first day
of its current taxable year. The Acquiring Fund has no earnings or profits
accumulated in any taxable year in which the provisions of Subchapter M of
the Code did not apply to it. If the Acquiring Fund serves as a funding
vehicle for variable contracts (life insurance or annuity), the Acquiring
Fund, with respect to each of its taxable years that has ended prior to the
Closing Date during which it has served as such a funding vehicle, has
satisfied the diversification requirements of Section 817(h) of the Code
and will continue to satisfy the requirements of Section 817(h) of the Code
for the period beginning on the first day of its current taxable year and
ending on the Closing Date;
(k) All issued and outstanding Acquiring Fund shares are, and on the
Closing Date will be, duly authorized and validly issued and outstanding,
fully paid and non-assessable by the Acquiring Entity and, in every state
where offered or sold, all offers and sales have been in compliance in all
material respects with applicable registration and/or notice requirements
of the 1933 Act and state and District of Columbia securities laws. The
Acquiring Fund does not have and will not have outstanding as of the
Closing Date any options, warrants or other rights to subscribe for or
purchase any Acquiring Fund shares (other than rights presented by this
contract), nor is there outstanding any security convertible into any
Acquiring Fund shares;
(l) The execution, delivery and performance of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
action, if any, on the part of the trustees of the Acquiring Entity, on
behalf of the Acquiring Fund, and subject to the approval of shareholders
of the Target Fund and the due authorization, execution and delivery of the
Agreement by the other parties thereto, this Agreement will constitute a
valid and binding obligation of the Acquiring Fund, enforceable in
accordance with its terms, subject, as to
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enforcement, to bankruptcy, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors' rights and to general equity
principles;
(m) The shares of the Acquiring Fund to be issued and delivered to the
Target Fund, for the account of the Target Fund Shareholders, pursuant to
the terms of this Agreement, will on the Closing Date have been duly
authorized and, when so issued and delivered, will be duly and validly
issued Acquiring Fund shares, and, upon receipt of the Target Fund's Assets
in accordance with the terms of this Agreement, will be fully paid and
non-assessable by the Acquiring Entity;
(n) The Acquiring Entity is not under the jurisdiction of a court in a
Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
Code;
(o) The Acquiring Fund has no unamortized or unpaid organizational
fees or expenses for which it does not expect to be reimbursed by Invesco
or its affiliates; and
(p) As of the effective date of the N-14 Registration Statement, the
date of the meeting of shareholders of the Target Fund and the Closing
Date, the information provided by any Acquiring Fund for use in the N-14
Registration Statement will not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which such statements were made, not misleading; provided, however,
that the representations and warranties in this subparagraph shall not
apply to statements in or omissions from the N-14 Registration Statement
made in reasonable reliance upon and in conformity with information that
was furnished by the Target Fund for use therein.
5. COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND
5.1. With respect to each Reorganization:
(a) The Acquiring Fund and the Target Fund each: (i) will operate its
business in the ordinary course and substantially in accordance with past
practices between the date hereof and the Closing Date for the
Reorganization, it being understood that such ordinary course of business
may include the declaration and payment of customary dividends and
distributions, and any other distribution that may be advisable, and (ii)
shall use its reasonable best efforts to preserve intact its business
organization and material assets and maintain the rights, franchises and
business and customer relations necessary to conduct the business
operations of the Acquiring Fund or the Target Fund, as appropriate, in the
ordinary course in all material respects.
(b) The parties hereto shall cooperate in preparing, and the Acquiring
Entity shall file with the Commission, a registration statement on Form
N-14 under the 1933 Act which shall properly register the Acquiring Fund
shares to be issued in connection with the Reorganization and include a
proxy statement with respect to the votes of the shareholders of the Target
Fund to approve the Reorganization (the "N-14 Registration Statement").
(c) The Target Entity will call a meeting of the shareholders of the
Target Fund to consider and act upon this Agreement and to take all other
action necessary to obtain approval of the
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transactions contemplated herein. The Target Entity shall, through its
board of directors/trustees, if considered by such director/trustees to be
consistent with their fiduciary obligations, recommend to the shareholders
of the Target Fund approval of this Agreement.
(d) The Target Fund covenants that the Acquiring Fund shares to be
issued pursuant to this Agreement are not being acquired for the purpose of
making any distribution thereof, other than in accordance with the terms of
this Agreement.
(e) The Target Fund will assist the Acquiring Fund in obtaining such
information as the Acquiring Fund reasonably requests concerning the
beneficial ownership of the Target Fund's shares.
(f) The Target Entity will provide the Acquiring Fund with (1) a
statement of the respective tax basis and holding period of all investments
to be transferred by the Target Fund to the Acquiring Fund, (2) a copy
(which may be in electronic form) of the shareholder ledger accounts
including, without limitation, the name, address and taxpayer
identification number of each shareholder of record, the number of shares
of beneficial interest held by each shareholder, the dividend reinvestment
elections applicable to each shareholder, and the backup withholding and
nonresident alien withholding certifications, notices or records on file
with the Target Fund with respect to each shareholder, for all of the
shareholders of record of the Target Fund as of the close of business on
the Valuation Date, who are to become holders of the Acquiring Fund as a
result of the transfer of Assets (the "Target Fund Shareholder
Documentation"), certified by its transfer agent or its President or
Vice-President to the best of their knowledge and belief, (3) all FIN 48
work papers and supporting statements pertaining to the Target Fund (the
"FIN 48 Workpapers"), and (4) the tax books and records of the Target Fund
for purposes of preparing any returns required by law to be filed for tax
periods ending after the Closing Date. The information to be provided under
(1) of this sub-section shall be provided as soon as reasonably practicable
after the Closing but in any event not later than twenty (20) business days
after Closing and the information to be provided under (2) through (4) of
this sub-section shall be provided at or prior to the Closing.
(g) Subject to the provisions of this Agreement, the Acquiring Fund
and the Target Fund will each take, or cause to be taken, all action, and
do or cause to be done all things, reasonably necessary, proper or
advisable to consummate and make effective the transactions contemplated by
this Agreement.
(h) As soon as is reasonably practicable after the Closing, the Target
Fund will make one or more liquidating distributions to its shareholders
consisting of the applicable class of shares of the Acquiring Fund received
at the Closing, as set forth in Section 1.2(d) hereof.
(i) The Acquiring Fund and the Target Fund shall each use their
reasonable best efforts prior to Closing to fulfill or obtain the
fulfillment of the conditions precedent to effect the transactions
contemplated by this Agreement.
(j) The Target Fund shall, from time to time, as and when reasonably
requested by the Acquiring Fund, execute and deliver or cause to be
executed and delivered all such assignments and other instruments, and will
take or cause to be taken such further action, as the Acquiring
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Fund may reasonably deem necessary or desirable in order to vest in and
confirm the Acquiring Fund's title to and possession of all the Assets and
otherwise to carry out the intent and purpose of this Agreement.
(k) The Acquiring Fund will use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the 1940 Act and
such of the state blue sky or securities laws as may be necessary in order
to continue its operations after the Closing Date.
(l) A statement of the earnings and profits (accumulated and current)
of the Target Fund for federal income tax purposes that will be carried
over to the Acquiring Fund as a result of Section 381 of the Code will be
provided to the Acquiring Fund prior to Closing if the Target Fund's most
recent fiscal year ended on or before December 31, 2009, otherwise within
ninety (90) days after the Closing Date.
(m) It is the intention of the parties that each Reorganization will
qualify as a reorganization with the meaning of Section 368(a) of the Code.
None of the parties to this Agreement shall take any action or cause any
action to be taken (including, without limitation the filing of any tax
return) that is inconsistent with such treatment or results in the failure
of a Reorganization to qualify as a reorganization with the meaning of
Section 368(a) of the Code.
(n) Any reporting responsibility of the Target Fund, including, but
not limited to, the responsibility for filing regulatory reports, tax
returns relating to tax periods ending on or prior to the Closing Date
(whether due before or after the Closing Date), or other documents with the
Commission, any state securities commission, and any Federal, state or
local tax authorities or any other relevant regulatory authority, is and
shall remain the responsibility of the Target Fund.
(o) On or prior to the signing of this Agreement or within twenty (20)
business days thereafter, the Target Fund shall have delivered to the
Acquiring Fund copies of: (1) the federal, state and local income tax
returns filed by or on behalf of the Target Fund for the prior three (3)
taxable years; (2) any of the following that have been issued to or for the
benefit of or that otherwise affect the Target Fund and which have
continuing relevance: (a) rulings, determinations, holdings or opinions
issued by any federal, state, local or foreign tax authority and (b) legal
opinions; and (3) any organizational documents, including without
limitation, the declarations of trust, articles of incorporation and
bylaws, together with the board meeting minutes and consent of directors or
trustees and shareholders with respect to any wholly-owned subsidiaries of
the Target Fund.
(p) The contingent deferred sales charge ("CDSC") applicable to Class
B and Class C shares of the Acquiring Fund issued in connection with the
Reorganization will be calculated based on the CDSC schedule of Class B and
Class C shares, respectively, of the Target Fund and, for purposes of
calculating the CDSC, recipients of such Class B and Class C shares of the
Acquiring Fund shall be deemed to have acquired such shares
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on the date(s) that the corresponding shares of the Target Fund were
acquired by the shareholder.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND
6.1. With respect to each Reorganization, the obligations of the Target Entity,
on behalf of the Target Fund, to consummate the transactions provided for
herein shall be subject, at the Target Fund's election, to the performance
by the Acquiring Fund of all the obligations to be performed by it
hereunder on or before the Closing Date, and, in addition thereto, the
following further conditions:
(a) All representations and warranties of the Acquiring Fund and the
Acquiring Entity contained in this Agreement shall be true and correct in
all material respects as of the date hereof and, except as they may be
affected by the transactions contemplated by this Agreement, as of the
Closing Date, with the same force and effect as if made on and as of the
Closing Date;
(b) The Acquiring Entity shall have delivered to the Target Fund on
the Closing Date a certificate executed in its name by its President or
Vice President and Treasurer, in form and substance reasonably satisfactory
to Target Fund and dated as of the Closing Date, to the effect that the
representations and warranties of or with respect to the Acquiring Fund
made in this Agreement are true and correct at and as of the Closing Date,
except as they may be affected by the transactions contemplated by this
Agreement;
(c) The Acquiring Entity and the Acquiring Fund shall have performed
all of the covenants and complied with all of the provisions required by
this Agreement to be performed or complied with by the Acquiring Entity and
the Acquiring Fund, on or before the Closing Date;
(d) The Target Fund and the Acquiring Fund shall have agreed on the
number of full and fractional shares of each class of the Acquiring Fund to
be issued in connection with the Reorganization after such number has been
calculated in accordance with Section 1.2 hereto; and
(e) The Target Entity shall have received on the Closing Date the
opinion of ▇▇▇▇▇▇▇▇ Ronon ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP ("▇▇▇▇▇▇▇▇ Ronon"), counsel
to the Acquiring Entity (which may rely on certificates of officers or
trustees of the Acquiring Entity), dated as of the Closing Date, covering
the following points:
(i) The Acquiring Entity is a statutory trust duly formed,
validly existing and in good standing under the laws of the State of
Delaware and has the trust power to own all of the Acquiring Fund's
properties and assets and to carry on its business, including that of
the Acquiring Fund, as a registered investment company;
(ii) The Acquiring Entity is a registered investment company
classified as a management company of the open-end type with respect
to each series of shares it offers, including the Acquiring Fund,
under the 1940 Act, and its registration with the Commission as an
investment company under the 1940 Act is in full force and effect;
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(iii) The Agreement has been duly authorized by the
Acquiring Entity on behalf of the Acquiring Fund and, assuming due
authorization, execution and delivery of the Agreement by the Target
Entity, the Target Fund, MSIM, MSIA and VKAM, is a valid and binding
obligation of the Acquiring Entity, on behalf of the Acquiring Fund,
enforceable against it in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, fraudulent conveyance,
reorganization, receivership, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equity
principles (whether considered in a proceeding in equity or at law)
and to an implied covenant of good faith and fair dealing;
(iv) The Acquiring Fund shares to be issued to the Target
Fund Shareholders as provided by this Agreement are duly authorized,
upon such delivery will be validly issued and upon receipt of the
Target Fund's Assets will be fully paid and non-assessable by the
Acquiring Entity and no shareholder of an Acquiring Fund has any
preemptive rights to subscription or purchase in respect thereof; and
(v) The execution and delivery of the Agreement did not, and
the consummation of the transactions contemplated hereby will not,
result in a violation of the Acquiring Entity's Agreement and
Declaration of Trust or By-Laws or a breach or default under any
agreement pertaining to the Acquiring Fund identified as an exhibit in
Part C of the registration statement on Form N-1A last filed by
Acquiring Entity or, to the knowledge of such counsel, result in the
acceleration of any obligation or the imposition of any penalty under
any such agreement.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
7.1 With respect to each Reorganization, the obligations of the Acquiring
Entity, on behalf of the Acquiring Fund, to complete the transactions
provided for herein shall be subject, at the Acquiring Fund's election, to
the performance by the Target Fund of all of the obligations to be
performed by it hereunder on or before the Closing Date and, in addition
thereto, the following conditions:
(a) All representations and warranties of the Target Entity and the
Target Fund contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may be affected
by the transactions contemplated by this Agreement, as of the Closing Date,
with the same force and effect as if made on and as of the Closing Date;
(b) The Target Entity, on behalf of the Target Fund, shall have
delivered to the Acquiring Entity on the Closing Date (i) a statement of
the Target Fund's Assets, together with a list of portfolio securities of
the Target Fund, as of the Closing Date, certified by the Treasurer of the
Target Entity, (ii) the Target Fund Shareholder Documentation, (iii) the
AML Documentation and (iv) to the extent permitted by applicable law, all
information pertaining to, or necessary or useful in the calculation or
demonstration of, the investment performance of the Target Fund;
(c) The Target Entity shall have delivered to the Acquiring Entity on
the Closing Date a certificate executed in its name by its President or
Vice President and Treasurer, in form and substance satisfactory to the
Acquiring Fund and dated as of the Closing Date, to the effect that
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the representations and warranties of or with respect to the Target Fund
made in this Agreement are true and correct at and as of the Closing Date,
except as they may be affected by the transactions contemplated by this
Agreement, and as to such other matters as the Acquiring Fund shall
reasonably request;
(d) The Target Custodian and the Target Transfer Agent shall have
delivered the certificates contemplated by Sections 3.2(b), 3.2(d) of this
Agreement, respectively, and the Target Transfer Agent or the Target Fund's
President or Vice President shall have delivered the certificate
contemplated by Section 5.1(f) of this Agreement, each duly executed by an
authorized officer of the Target Custodian, the Target Transfer Agent, the
Target Fund's President or the Target Fund's Vice President, as applicable;
(e) The Target Entity and the Target Fund shall have performed all of
the covenants and complied with all of the provisions required by this
Agreement to be performed or complied with by the Target Entity and the
Target Fund, on or before the Closing Date;
(f) The Target Fund and the Acquiring Fund shall have agreed on the
number of full and fractional shares of each class of the Acquiring Fund
set forth on Exhibit A hereto to be issued in connection with the
Reorganization after such number has been calculated in accordance with
Section 1.2 hereto;
(g) Unless the Target Fund has been advised by the Acquiring Fund that
the Acquiring Fund will deliver an opinion of counsel that the
Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F)
of the Code, the Target Fund shall have declared and paid a distribution or
distributions prior to the Closing that, together with all previous
distributions, shall have the effect of distributing to its shareholders
(i) all of its investment company taxable income (determined without regard
to any deductions for dividends paid) and all of its net realized capital
gains, if any, for the period from the close of its last fiscal year to the
Closing Time on the Closing Date; and (ii) any such undistributed
investment company taxable income and net realized capital gains from any
prior period to the extent not otherwise already distributed; and
(h) The Acquiring Entity shall have received on the Closing Date the
opinion of _________________, counsel to the Target Entity (which may rely
on certificates of officers or directors/trustees of the Target Entity),
covering the following points:
(i) The Target Entity is an entity of the type as set forth
on Exhibit B, duly organized, incorporated or formed, validly existing
and in good standing under the laws of the jurisdiction in which the
Target Entity was organized, incorporated or formed, as set forth on
Exhibit B, and has the corporate or trust power, as applicable, to own
all of Target Fund's properties and assets, and to conduct its
business, including that of the Target Fund, as described in its
organizational documents or in the most recently filed registration
statement of the Target Fund;
(ii) The Target Entity is a registered investment company
classified as a management company of the open-end type with respect
to itself and, if applicable, each series of shares it offers,
including the Target Fund, under the 1940 Act, and its
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registration with the Commission as an investment company under the
1940 Act is in full force and effect;
(iii) The Agreement has been duly authorized by the Target
Entity on behalf of Target Fund and, assuming due authorization,
execution and delivery of the Agreement by the Acquiring Entity and
the Acquiring Fund, is a valid and binding obligation of the Target
Entity, on behalf of the Target Fund, enforceable against the Target
Entity in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, fraudulent conveyance, reorganization,
receivership, moratorium and other similar laws relating to or
affecting creditors' rights generally, general equity principles
(whether considered in a proceeding in equity or at law) and to an
implied covenant of good faith and fair dealing; and
(iv) The execution and delivery of the Agreement did not,
and the consummation of the transactions contemplated hereby will not,
result in a violation of, as appropriate, the Target Entity's
Governing Documents or a breach or default under any agreement
pertaining to the Target Fund identified as an exhibit in Part C of
the registration statement on Form N-1A last filed by Target Entity
or, to the knowledge of such counsel, result in the acceleration of
any obligation or the imposition of any penalty under any such
agreement.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE
TARGET FUND
With respect to each Reorganization, if any of the conditions set
forth below have not been satisfied on or before the Closing Date with
respect to the Target Fund or the Acquiring Fund, the Acquiring Entity or
Target Entity, respectively, shall, at its option, not be required to
consummate the transactions contemplated by this Agreement:
8.1. The Agreement shall have been approved by the requisite vote of the holders
of the outstanding shares of the Target Fund in accordance with the
provisions of the Target Entity's Governing Documents, applicable law of
the jurisdiction in which the Target Entity is organized, as set forth on
Exhibit B, and the 1940 Act, and certified copies of the voting record from
the proxy solicitor evidencing such approval shall have been delivered to
the Acquiring Fund. Notwithstanding anything herein to the contrary,
neither the Target Fund nor the Acquiring Fund may waive the conditions set
forth in this Section 8.1;
8.2. The Agreement and transactions contemplated herein shall have been approved
by the board of directors/trustees of the Target Entity and the board of
trustees of the Acquiring Entity and each party shall have delivered to the
other party a copy of the resolutions approving this Agreement and the
transactions contemplated in connection herewith adopted by such party's
board of directors/trustees, certified by the secretary or equivalent
officer. Notwithstanding anything herein to the contrary, neither the
Target Fund nor the Acquiring Fund may waive the conditions set forth in
this Section 8.2;
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8.3. On the Closing Date, no action, suit or other proceeding shall be pending
or, to the Target Entity's or the Acquiring Entity's knowledge, threatened
before any court or governmental agency in which it is sought to restrain
or prohibit, or obtain damages or other relief in connection with, this
Agreement, the transactions contemplated herein or the MS/Invesco
Transaction;
8.4. All consents of other parties and all other consents, orders and permits of
Federal, state and local regulatory authorities deemed necessary by the
Acquiring Fund or Target Fund to permit consummation, in all material
respects, of the transactions contemplated hereby shall have been obtained,
except where failure to obtain any such consent, order or permit would not
involve a risk of a material adverse effect on the assets or properties of
the Acquiring Fund or the Target Fund, provided that either party hereto
may for itself waive any of such conditions;
8.5. The N-14 Registration Statement shall have become effective under the 1933
Act and no stop orders suspending the effectiveness thereof shall have been
issued and, to the best knowledge of the parties hereto, no investigation
or proceeding for that purpose shall have been instituted or be pending,
threatened or contemplated under the 1933 Act;
8.6. The Target Entity and the Acquiring Entity shall have received on or before
the Closing Date an opinion of ▇▇▇▇▇▇▇▇ Ronon in form and substance
reasonably acceptable to the Target Entity and the Acquiring Entity, as to
the matters set forth on Schedule 8.6. In rendering such opinion, ▇▇▇▇▇▇▇▇
Ronon may request and rely upon representations contained in certificates
of officers of the Target Entity, the Acquiring Entity and others, and the
officers of the Target Entity and the Acquiring Entity shall use their best
efforts to make available such truthful certificates. Subject to receipt of
the certificates referenced in this Section 8.6 and absent a change of law
or change of fact between the date of this Agreement and the Closing, the
Acquiring Fund agrees that such opinion shall state that the Reorganization
will qualify as a "reorganization" under Section 368(a)(1)(F) of the Code;
and
8.7. The MS/Invesco Transaction contemplated by the Transaction Agreement shall
have been consummated.
9. BROKERAGE FEES AND EXPENSES
9.1. The parties hereto represent and warrant to each other that there are no
brokers or finders entitled to receive any payments in connection with the
transactions provided for herein.
9.2. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Invesco will bear or arrange for an entity under common
ownership of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or Invesco to bear the expenses relating to the
Reorganizations, allocated among ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Invesco as set forth in
the Transaction Agreement. The costs of the Reorganizations shall include,
but not be limited to, costs associated with obtaining any necessary order
of exemption from the 1940 Act, if any, organizing each Acquiring Fund,
preparation, printing and distribution of the N-14 Registration Statement
for each Reorganization (including the prospectus/proxy statement contained
therein), legal fees, accounting fees, and expenses of holding
shareholders' meetings.
10. COOPERATION AND EXCHANGE OF INFORMATION
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With respect to each Reorganization, prior to the Closing and for a
reasonable time thereafter, the Target Entity and the corresponding
Acquiring Entity will provide each other and their respective
representatives with such cooperation, assistance and information as is
reasonably necessary (i) for the filing of any Tax Return, for the
preparation for any audit, and for the prosecution or defense of any claim,
suit or proceeding relating to any proposed adjustment, or (ii) for any
financial accounting purpose. Each such party or their respective agents
will retain until the applicable period for assessment under applicable Law
(giving effect to any and all extensions or waivers) has expired all
returns, schedules and work papers and all material records or other
documents relating to Tax matters and financial reporting of tax positions
of the Target Fund and the Acquiring Fund for its taxable period first
ending after the Closing of the applicable Reorganization and for all prior
taxable periods for which the statute of limitation had not run at the time
of the Closing, provided that a Target Entity shall not be required to
maintain any such documents that it has delivered to the Acquiring Fund.
11. INDEMNIFICATION
11.1. With respect to a Reorganization, the applicable Acquiring Entity, out of
the assets of the Acquiring Fund, and IAI agree to indemnify and hold
harmless the Target Entity and each of the Target Entity's officers and
directors/trustees from and against any and all losses, claims, damages,
liabilities or expenses (including, without limitation, the payment of
reasonable legal fees and reasonable costs of investigation) to which,
jointly and severally, the Target Entity or any of its directors/trustees
or officers may become subject, insofar as such loss, claim, damage,
liability or expense (or actions with respect thereto) arises out of or is
based on any breach by the Acquiring Entity, on behalf of the Acquiring
Fund, of any of its representations, warranties, covenants or agreements
set forth in this Agreement. This indemnification obligation shall survive
the termination of this Agreement and the closing of the Reorganization.
11.2. With respect to a Reorganization, MSIM, MSIA and VKAM, each with respect
to a Target Fund for which it acts as investment adviser, agrees to
indemnify and hold harmless the applicable Acquiring Entity and its
officers and trustees from and against any and all losses, claims, damages,
liabilities or expenses (including, without limitation, the payment of
reasonable legal fees and reasonable costs of investigation) to which,
jointly and severally, the Acquiring Entity or any of its trustees or
officers may become subject, insofar as such loss, claim, damage, liability
or expense (or actions with respect thereto) arises out of or is based on
any breach by the Target Entity, on behalf of the Target Fund, of any of
its representations, warranties, covenants or agreements set forth in this
Agreement. This indemnification obligation shall survive the termination of
this Agreement and the closing of the Reorganization.
12. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS
12.1. Except as described in Section 9.2, each party agrees that no party has
made any representation, warranty or covenant not set forth herein and that
this Agreement constitutes the entire agreement between the parties.
-20-
12.2. The representations, warranties and covenants contained in this Agreement
or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder.
The covenants to be performed after the Closing shall survive the Closing.
13. TERMINATION
This Agreement may be terminated and the transactions contemplated
hereby may be abandoned with respect to one or more (or all)
Reorganizations by (i) mutual agreement of the parties; or (ii) by either
the Acquiring Entity or the Target Entity if the Closing shall not have
occurred on or before September 30, 2010, unless such date is extended by
mutual agreement of the Acquiring Entity and the Target Entity; or (iii) by
any party if one or more other parties shall have materially breached its
obligations under this Agreement or made a material misrepresentation
herein or in connection herewith. In the event of any such termination,
this Agreement shall become void and there shall be no liability hereunder
on the part of any party or their respective directors/trustees or
officers, except for (i) any such material breach or intentional
misrepresentation or (ii) the parties' respective obligations under Section
11, as to each of which all remedies at law or in equity of the party
adversely affected shall survive.
14. AMENDMENTS
This Agreement may be amended, modified or supplemented in a writing
signed by the parties hereto to be bound by such Amendment.
NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by
facsimile, personal service or prepaid or certified mail addressed to:
For each Target Entity:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇
With a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Yu
For ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management Inc.:
-21-
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇
With a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Yu
For ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Advisors Inc.:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇
With a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Yu
For ▇▇▇ ▇▇▇▇▇▇ Asset Management:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Investment Management
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇ ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Yu
For Invesco Advisers, Inc.:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
-22-
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attn: General Counsel
For each Acquiring Entity
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
Attn: General Counsel
with a copy to:
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ Ronon ▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
15. HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY
15.1 The Article and Section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
15.2 This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware and applicable Federal law, without regard to
its principles of conflicts of laws.
15.3 This Agreement shall bind and inure to the benefit of the parties hereto
and their respective successors and assigns, but no assignment or transfer
hereof or of any rights or obligations hereunder shall be made by any party
without the written consent of the other parties. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any
person, firm or corporation, other than the parties hereto and their
respective successors and assigns, any rights or remedies under or by
reason of this Agreement.
15.4 This agreement may be executed in any number of counterparts, each of which
shall be considered an original.
15.5 It is expressly agreed that the obligations of the parties hereunder shall
not be binding upon any of their respective directors or trustees,
shareholders, nominees, officers, agents, or employees personally, but,
except as provided in Sections 9.2, 11.1 and 11.2 hereof, shall bind only
the property of the applicable Target Fund or the applicable Acquiring Fund
as provided in the Governing Documents of the applicable Target Entity or
the Agreement and Declaration of Trust of the applicable Acquiring Entity,
respectively. The execution and delivery by such officers
-23-
shall not be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the
property of such party.
-24-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
approved on behalf of the Acquiring Fund and Target Fund.
AIM COUNSELOR SERIES TRUST, ON BEHALF AIM GROWTH SERIES, ON BEHALF OF ITS
OF ITS SERIES IDENTIFIED ON EXHIBIT A SERIES IDENTIFIED ON EXHIBIT A HERETO
HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President Title: President
AIM INVESTMENT FUNDS, ON BEHALF OF AIM INVESTMENT SECURITIES FUNDS, ON
ITS SERIES IDENTIFIED ON EXHIBIT A BEHALF OF ITS SERIES IDENTIFIED ON
HERETO EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President Title: President
AIM SECTOR FUNDS, ON BEHALF OF ITS AIM TAX-EXEMPT FUNDS, ON BEHALF OF
SERIES IDENTIFIED ON EXHIBIT A HERETO ITS SERIES IDENTIFIED ON EXHIBIT A
HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President Title: President
AIM VARIABLE INSURANCE FUNDS, ON
BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BALANCED FUND, ON ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CALIFORNIA TAX-FREE
BEHALF OF ITS SERIES IDENTIFIED ON INCOME FUND, ON BEHALF OF ITS SERIES
EXHIBIT A HERETO IDENTIFIED ON EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ CONVERTIBLE SECURITIES ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ DIVIDEND GROWTH
TRUST, ON BEHALF OF ITS SERIES SECURITIES INC., ON BEHALF OF ITS
IDENTIFIED ON EXHIBIT A HERETO SERIES IDENTIFIED ON EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ EQUALLY-WEIGHTED S&P ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ FUNDAMENTAL VALUE
500 FUND, ON BEHALF OF ITS SERIES FUND, ON BEHALF OF ITS SERIES
IDENTIFIED ON EXHIBIT A HERETO IDENTIFIED ON EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ FX SERIES FUNDS, ON ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ GLOBAL ADVANTAGE FUND,
BEHALF OF ITS SERIES IDENTIFIED ON ON BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ GLOBAL DIVIDEND GROWTH ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ HEALTH SCIENCES TRUST,
SECURITIES, ON BEHALF OF ITS SERIES ON BEHALF OF ITS SERIES IDENTIFIED ON
IDENTIFIED ON EXHIBIT A HERETO EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ HIGH YIELD SECURITIES ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INSTITUTIONAL FUND,
INC., ON BEHALF OF ITS SERIES INC., ON BEHALF OF ITS SERIES
IDENTIFIED ON EXHIBIT A HERETO IDENTIFIED ON EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INSTITUTIONAL FUND ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MID-CAP VALUE FUND, ON
TRUST, ON BEHALF OF ITS SERIES BEHALF OF ITS SERIES IDENTIFIED ON
IDENTIFIED ON EXHIBIT A HERETO EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PACIFIC GROWTH FUND ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ NEW YORK TAX-FREE
INC., ON BEHALF OF ITS SERIES INCOME FUND, ON BEHALF OF ITS SERIES
IDENTIFIED ON EXHIBIT A HERETO IDENTIFIED ON EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SELECT DIMENSIONS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ S&P 500 INDEX FUND, ON
INVESTMENT SERIES, ON BEHALF OF ITS BEHALF OF ITS SERIES IDENTIFIED ON
SERIES IDENTIFIED ON EXHIBIT A HERETO EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SMALL-MID SPECIAL ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SERIES FUNDS, ON
VALUE FUND, ON BEHALF OF ITS SERIES BEHALF OF ITS SERIES IDENTIFIED ON
IDENTIFIED ON EXHIBIT A HERETO EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TAX-EXEMPT SECURITIES ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SPECIAL VALUE FUND, ON
TRUST, ON BEHALF OF ITS SERIES BEHALF OF ITS SERIES IDENTIFIED ON
IDENTIFIED ON EXHIBIT A HERETO EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ TECHNOLOGY FUND, ON
BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Principal
Executive Officer
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ VALUE FUND, ON BEHALF ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ VARIABLE INVESTMENT
OF ITS SERIES IDENTIFIED ON EXHIBIT A SERIES, ON BEHALF OF ITS SERIES
HERETO IDENTIFIED ON EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
THE UNIVERSAL INSTITUTIONAL FUNDS, ▇▇▇ ▇▇▇▇▇▇ CAPITAL GROWTH FUND, ON
INC., ON BEHALF OF ITS SERIES BEHALF OF ITS SERIES IDENTIFIED ON
IDENTIFIED ON EXHIBIT A HERETO EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ FUND, ON BEHALF ▇▇▇ ▇▇▇▇▇▇ CORPORATE BOND FUND, ON
OF ITS SERIES IDENTIFIED ON EXHIBIT A BEHALF OF ITS SERIES IDENTIFIED ON
HERETO EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇ ▇▇▇▇▇▇ ENTERPRISE FUND, ON BEHALF ▇▇▇ ▇▇▇▇▇▇ EQUITY AND INCOME FUND, ON
OF ITS SERIES IDENTIFIED ON EXHIBIT A BEHALF OF ITS SERIES IDENTIFIED ON
HERETO EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇ ▇▇▇▇▇▇ EQUITY TRUST, ON BEHALF OF ▇▇▇ ▇▇▇▇▇▇ EQUITY TRUST II, ON BEHALF
ITS SERIES IDENTIFIED ON EXHIBIT A OF ITS SERIES IDENTIFIED ON EXHIBIT A
HERETO HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇ ▇▇▇▇▇▇ GOVERNMENT SECURITIES ▇▇▇ ▇▇▇▇▇▇ GROWTH AND INCOME FUND, ON
FUND, ON BEHALF OF ITS SERIES BEHALF OF ITS SERIES IDENTIFIED ON
IDENTIFIED ON EXHIBIT A HERETO EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇ ▇▇▇▇▇▇ HARBOR FUND, ON BEHALF OF ▇▇▇ ▇▇▇▇▇▇ HIGH YIELD FUND, ON BEHALF
ITS SERIES IDENTIFIED ON EXHIBIT A OF ITS SERIES IDENTIFIED ON EXHIBIT A
HERETO HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇ ▇▇▇▇▇▇ LIFE INVESTMENT TRUST, ON ▇▇▇ ▇▇▇▇▇▇ LIMITED DURATION FUND, ON
BEHALF OF ITS SERIES IDENTIFIED ON BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇ III
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇ ▇▇▇▇▇▇ PENNSYLVANIA TAX FREE ▇▇▇ ▇▇▇▇▇▇ REAL ESTATE SECURITIES
INCOME FUND, ON BEHALF OF ITS SERIES FUND, ON BEHALF OF ITS SERIES
IDENTIFIED ON EXHIBIT A HERETO IDENTIFIED ON EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇ III
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇ ▇▇▇▇▇▇ SERIES FUND, INC., ON ▇▇▇ ▇▇▇▇▇▇ TAX-EXEMPT TRUST, ON
BEHALF OF ITS SERIES IDENTIFIED ON BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇ ▇▇▇▇▇▇ TAX FREE TRUST, ON BEHALF ▇▇▇ ▇▇▇▇▇▇ TRUST, ON BEHALF OF ITS
OF ITS SERIES IDENTIFIED ON EXHIBIT A SERIES IDENTIFIED ON EXHIBIT A HERETO
HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
▇▇▇ ▇▇▇▇▇▇ TRUST II, ON BEHALF OF ITS ▇▇▇ ▇▇▇▇▇▇ U.S. GOVERNMENT TRUST, ON
SERIES IDENTIFIED ON EXHIBIT A HERETO BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
INVESCO ADVISERS, INC. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT
INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Co-President Title: President
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ INVESTMENT ADVISORS INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
▇▇▇ ▇▇▇▇▇▇ ASSET MANAGEMENT
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ III
Title: Managing Director and Chief
Administrative Officer
EXHIBIT A
CHART OF REORGANIZATIONS
ACQUIRING FUND (AND SHARE CLASSES) AND CORRESPONDING TARGET FUND (AND SHARE CLASSES)
ACQUIRING ENTITY AND TARGET ENTITY
-------------------------------------------------- ------------------------------------------------
AIM COUNSELOR SERIES TRUST
Invesco Balanced Fund, a series of AIM Counselor ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Balanced Fund
Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco California Tax-Free Income Fund, a series ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ California Tax-Free Income Fund
of AIM Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Dividend Growth Securities Fund, a series ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Dividend Growth Securities Inc.
of AIM Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Equally-Weighted S&P 500 Fund, a series of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Equally-Weighted S&P 500 Fund
AIM Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Class A Class W
Invesco Fundamental Value Fund, a series of AIM ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fundamental Value Fund
Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Large Cap Relative Value Fund, a series of Large Cap Relative Value Portfolio, a series of
AIM Counselor Series Trust ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Institutional Fund, Inc.
Class Y Class I
Class A Class P
Invesco New York Tax-Free Income Fund, a series of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ New York Tax-Free Income Fund
AIM Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco S&P 500 Index Fund, a series of AIM ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ S&P 500 Index Fund
Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ American Franchise Fund, a ▇▇▇ ▇▇▇▇▇▇ American Franchise Fund, a series of
series of AIM Counselor Series Trust ▇▇▇ ▇▇▇▇▇▇ Equity Trust II
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Core Equity Fund, a series of ▇▇▇ ▇▇▇▇▇▇ Core Equity Fund, a series of Van
AIM Counselor Series Trust Kampen Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco ▇▇▇ ▇▇▇▇▇▇ Equity and Income Fund, a ▇▇▇ ▇▇▇▇▇▇ Equity and Income Fund
series of AIM Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco ▇▇▇ ▇▇▇▇▇▇ Equity Premium Income Fund, a ▇▇▇ ▇▇▇▇▇▇ Equity Premium Income Fund, a series
series of AIM Counselor Series Trust of ▇▇▇ ▇▇▇▇▇▇ Equity Trust II
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Growth and Income Fund, a ▇▇▇ ▇▇▇▇▇▇ Growth and Income Fund
series of AIM Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco ▇▇▇ ▇▇▇▇▇▇ Pennsylvania Tax Free Income ▇▇▇ ▇▇▇▇▇▇ Pennsylvania Tax Free Income Fund
Fund, a series of AIM Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Invesco ▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund, a series ▇▇▇ ▇▇▇▇▇▇ Small Cap Growth Fund, a series of Van
of AIM Counselor Series Trust Kampen Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
AIM GROWTH SERIES
Invesco Convertible Securities Fund, a series of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Convertible Securities Trust
AIM Growth Series
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Asset Allocation Conservative ▇▇▇ ▇▇▇▇▇▇ Asset Allocation Conservative Fund, a
Fund, a series of AIM Growth Series series of ▇▇▇ ▇▇▇▇▇▇ Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Asset Allocation Growth Fund, a ▇▇▇ ▇▇▇▇▇▇ Asset Allocation Growth Fund, a series
series of AIM Growth Series of ▇▇▇ ▇▇▇▇▇▇ Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Asset Allocation Moderate Fund, ▇▇▇ ▇▇▇▇▇▇ Asset Allocation Moderate Fund, a
a series of AIM Growth Series series of ▇▇▇ ▇▇▇▇▇▇ Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Harbor Fund, a series of AIM ▇▇▇ ▇▇▇▇▇▇ Harbor Fund
Growth Series
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Leaders Fund, a series of AIM ▇▇▇ ▇▇▇▇▇▇ Leaders Fund, a series of ▇▇▇ ▇▇▇▇▇▇
Growth Series Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Real Estate Securities Fund, a ▇▇▇ ▇▇▇▇▇▇ Real Estate Securities Fund
series of AIM Growth Series
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ U.S. Mortgage Fund, a series of ▇▇▇ ▇▇▇▇▇▇ U.S. Mortgage Fund, a series of Van
AIM Growth Series Kampen U.S. Government Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
AIM INVESTMENT FUNDS
Invesco Alternative Opportunities Fund, a series ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Alternative Opportunities Fund, a
of AIM Investment Funds series of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Series Funds
Class A Class A
Class C Class C
Class Y Class I
Class R Class R
Class A Class W
Invesco Commodities Strategy Fund, a series of AIM ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Commodities Alpha Fund, a series
Investment Funds of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Series Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Class A Class W
Invesco FX Alpha Plus Strategy Fund, a series of The FX Alpha Plus Strategy Portfolio, a series of
AIM Investment Funds ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ FX Series Funds
Class A Class A
Class C Class C
Class Y Class I
Class R Class R
Class A Class W
Invesco FX Alpha Strategy Fund, a series of AIM The FX Alpha Strategy Portfolio, a series of
Investment Funds ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ FX Series Funds
Class A Class A
Class C Class C
Class Y Class I
Class R Class R
Class A Class W
Invesco Global Advantage Fund, a series of AIM ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Advantage Fund
Investment Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Global Dividend Growth Securities Fund, a ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Dividend Growth Securities
series of AIM Investment Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Health Sciences Fund, a series of AIM ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Health Sciences Trust
Investment Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco International Growth Equity Fund, a series International Growth Equity Portfolio, a series
of AIM Investment Funds of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Institutional Fund, Inc.
Class Y Class I
Class A Class P
Invesco Pacific Growth Fund, a series of AIM ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Pacific Growth Fund Inc.
Investment Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Class A Class W
Invesco ▇▇▇ ▇▇▇▇▇▇ Emerging Markets Fund, a series ▇▇▇ ▇▇▇▇▇▇ Emerging Markets Fund, a series of Van
of AIM Investment Funds Kampen Series Fund, Inc.
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Global Bond Fund, a series of ▇▇▇ ▇▇▇▇▇▇ Global Bond Fund, a series of Van
AIM Investment Funds Kampen Trust II
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco ▇▇▇ ▇▇▇▇▇▇ Global Equity Allocation Fund, ▇▇▇ ▇▇▇▇▇▇ Global Equity Allocation Fund, a
a series of AIM Investment Funds series of ▇▇▇ ▇▇▇▇▇▇ Series Fund, Inc.
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Global Franchise Fund, a series ▇▇▇ ▇▇▇▇▇▇ Global Franchise Fund, a series of Van
of AIM Investment Funds Kampen Series Fund, Inc.
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Global Tactical Asset ▇▇▇ ▇▇▇▇▇▇ Global Tactical Asset Allocation Fund,
Allocation Fund, a series of AIM Investment Funds a series of ▇▇▇ ▇▇▇▇▇▇ Trust II
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco ▇▇▇ ▇▇▇▇▇▇ International Advantage Fund, a ▇▇▇ ▇▇▇▇▇▇ International Advantage Fund, a series
series of AIM Investment Funds of ▇▇▇ ▇▇▇▇▇▇ Equity Trust II
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ International Growth Fund, a ▇▇▇ ▇▇▇▇▇▇ International Growth Fund, a series of
series of AIM Investment Funds ▇▇▇ ▇▇▇▇▇▇ Equity Trust II
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
AIM INVESTMENT SECURITIES FUNDS
Invesco High Yield Securities Fund, a series of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ High Yield Securities Inc.
AIM Investment Securities Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Core Plus Fixed Income Fund, a ▇▇▇ ▇▇▇▇▇▇ Core Plus Fixed Income Fund, a series
series of AIM Investment Securities Funds of ▇▇▇ ▇▇▇▇▇▇ Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Corporate Bond Fund, a series ▇▇▇ ▇▇▇▇▇▇ Corporate Bond Fund
of AIM Investment Securities Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Government Securities Fund, a ▇▇▇ ▇▇▇▇▇▇ Government Securities Fund
series of AIM Investment Securities Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ High Yield Fund, a series of ▇▇▇ ▇▇▇▇▇▇ High Yield Fund
AIM Investment Securities Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Limited Duration Fund, a series ▇▇▇ ▇▇▇▇▇▇ Limited Duration Fund
of AIM Investment Securities Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
AIM SECTOR FUNDS
Invesco Mid-Cap Value Fund, a series of AIM Sector ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mid-Cap Value Fund
Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Small-Mid Special Value Fund, a series of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Small-Mid Special Value Fund
AIM Sector Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Special Value Fund, a series of AIM Sector ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Special Value Fund
Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Class A Class W
Invesco Technology Sector Fund, a series of AIM ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Technology Fund
Sector Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco U.S. Mid Cap Value Fund, a series of AIM U.S. Mid Cap Value Portfolio, a series of ▇▇▇▇▇▇
Sector Funds ▇▇▇▇▇▇▇ Institutional Fund Trust
Class Y Class I
Class Y Investment Class
Class A Class P
Invesco U.S. Small Cap Value Fund, a series of AIM U.S. Small Cap Value Portfolio, a series of
Sector Funds ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Institutional Fund Trust
Class Y Class I
Class A Class P
Invesco U.S. Small/Mid Cap Value Fund, a series of U.S. Small/Mid Cap Value Portfolio, a series of
AIM Sector Funds ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Institutional Fund, Inc.
Class Y Class I
Class A Class P
Invesco Value Fund, a series of AIM Sector Funds ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Value Fund
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Value II Fund, a series of AIM Sector Value Portfolio, a series of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Funds Institutional Fund Trust
Class Y Class I
Class A Class P
Invesco ▇▇▇ ▇▇▇▇▇▇ American Value Fund, a series ▇▇▇ ▇▇▇▇▇▇ American Value Fund, a series of Van
of AIM Sector Funds Kampen Series Fund, Inc.
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco ▇▇▇ ▇▇▇▇▇▇ Capital Growth Fund, a series ▇▇▇ ▇▇▇▇▇▇ Capital Growth Fund
of AIM Sector Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fund, a series of AIM ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fund
Sector Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco ▇▇▇ ▇▇▇▇▇▇ Enterprise Fund, a series of ▇▇▇ ▇▇▇▇▇▇ Enterprise Fund
AIM Sector Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund, a series ▇▇▇ ▇▇▇▇▇▇ Mid Cap Growth Fund, a series of Van
of AIM Sector Funds Kampen Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco ▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund, a series ▇▇▇ ▇▇▇▇▇▇ Small Cap Value Fund, a series of Van
of AIM Sector Funds Kampen Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Technology Fund, a series of ▇▇▇ ▇▇▇▇▇▇ Technology Fund, a series of Van
AIM Sector Funds Kampen Equity Trust II
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Utility Fund, a series of AIM ▇▇▇ ▇▇▇▇▇▇ Utility Fund, a series of ▇▇▇ ▇▇▇▇▇▇
Sector Funds Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Value Opportunities Fund, a ▇▇▇ ▇▇▇▇▇▇ Value Opportunities Fund, a series of
series of AIM Sector Funds ▇▇▇ ▇▇▇▇▇▇ Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
AIM TAX-EXEMPT FUNDS
Invesco Municipal Fund, a series of AIM Tax-Exempt Municipal Portfolio, a series of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Funds Institutional Fund Trust
Class A Class H
Class Y Class I
Class A Class L
Class A Class P
Invesco Tax-Exempt Securities Fund, a series of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Exempt Securities Trust
AIM Tax-Exempt Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free ▇▇▇ ▇▇▇▇▇▇ California Insured Tax Free Fund, a
Fund, a series of AIM Tax-Exempt Funds series of ▇▇▇ ▇▇▇▇▇▇ Tax Free Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ High Yield Municipal Fund, a ▇▇▇ ▇▇▇▇▇▇ High Yield Municipal Fund, a series of
series of AIM Tax-Exempt Funds ▇▇▇ ▇▇▇▇▇▇ Tax-Exempt Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund, a ▇▇▇ ▇▇▇▇▇▇ Insured Tax Free Income Fund, a series
series of AIM Tax-Exempt Funds of ▇▇▇ ▇▇▇▇▇▇ Tax Free Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal ▇▇▇ ▇▇▇▇▇▇ Intermediate Term Municipal Income
Income Fund, a series of AIM Tax-Exempt Funds Fund, a series of ▇▇▇ ▇▇▇▇▇▇ Tax Free Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund, a series ▇▇▇ ▇▇▇▇▇▇ Municipal Income Fund, a series of Van
of AIM Tax-Exempt Funds Kampen Tax Free Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ New York Tax Free Income Fund, ▇▇▇ ▇▇▇▇▇▇ New York Tax Free Income Fund, a
a series of AIM Tax-Exempt Funds series of ▇▇▇ ▇▇▇▇▇▇ Tax Free Trust
Class A Class A
Class B Class B
Class C Class C
AIM VARIABLE INSURANCE FUNDS
Invesco V.I. Dividend Growth Fund, a series of AIM The Dividend Growth Portfolio, a series of ▇▇▇▇▇▇
Variable Insurance Funds ▇▇▇▇▇▇▇ Variable Investment Series
Series I Class X
Series II Class Y
Invesco V.I. Global Dividend Growth Fund, a series The Global Dividend Growth Portfolio, a series of
of AIM Variable Insurance Funds ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Variable Investment Series
Series I Class X
Series II Class Y
Invesco V.I. High Yield Fund, a series of AIM The High Yield Portfolio, a series of ▇▇▇▇▇▇
Variable Insurance Funds ▇▇▇▇▇▇▇ Variable Investment Series
Series I Class X
Series II Class Y
Invesco V.I. Income Builder Fund, a series of AIM The Income Builder Portfolio, a series of ▇▇▇▇▇▇
Variable Insurance Funds ▇▇▇▇▇▇▇ Variable Investment Series
Series I Class X
Series II Class Y
Invesco V.I. S&P 500 Index Fund, a series of AIM The S&P 500 Index Portfolio, a series of ▇▇▇▇▇▇
Variable Insurance Funds ▇▇▇▇▇▇▇ Variable Investment Series
Series I Class X
Series II Class Y
Invesco V.I. Select Dimensions Balanced Fund, a The Balanced Portfolio, a series of ▇▇▇▇▇▇
series of AIM Variable Insurance Funds ▇▇▇▇▇▇▇ Select Dimensions Investment Series
Series I Class X
Series II Class Y
Invesco V.I. Select Dimensions Dividend Growth The Dividend Growth Portfolio, a series of ▇▇▇▇▇▇
Fund, a series of AIM Variable Insurance Funds ▇▇▇▇▇▇▇ Select Dimensions Investment Series
Series I Class X
Series II Class Y
Invesco V.I. Selection Dimensions Equally-Weighted The Equally-Weighted S&P 500 Portfolio, a series
S&P 500 Fund, a series of AIM Variable Insurance of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Select Dimensions Investment
Funds Series
Series I Class X
Series II Class Y
Invesco ▇▇▇ ▇▇▇▇▇▇ V.I. Capital Growth Fund, a ▇▇▇ ▇▇▇▇▇▇ Life Investment Trust Capital Growth
series of AIM Variable Insurance Funds Portfolio, a series of ▇▇▇ ▇▇▇▇▇▇ Life Investment
Trust
Series I Class I
Series II Class II
Invesco ▇▇▇ ▇▇▇▇▇▇ V.I. ▇▇▇▇▇▇▇▇ Fund, a series of ▇▇▇ ▇▇▇▇▇▇ Life Investment Trust ▇▇▇▇▇▇▇▇
AIM Variable Insurance Funds Portfolio, a series of ▇▇▇ ▇▇▇▇▇▇ Life Investment
Trust
Series I Class I
Series II Class II
Invesco ▇▇▇ ▇▇▇▇▇▇ V.I. Equity and Income Fund, a Equity and Income Portfolio, a series of The
series of AIM Variable Insurance Funds Universal Institutional Funds, Inc.
Series II Class II
Invesco ▇▇▇ ▇▇▇▇▇▇ V.I. Global Tactical Asset ▇▇▇ ▇▇▇▇▇▇ Life Investment Trust Global Tactical
Allocation Fund, a series of AIM Variable Asset Allocation Portfolio, a series of Van
Insurance Funds Kampen Life Investment Trust
Series I Class I
Series II Class II
Invesco ▇▇▇ ▇▇▇▇▇▇ V.I. Global Value Equity Fund, Global Value Equity Portfolio, a series of The
a series of AIM Variable Insurance Funds Universal Institutional Funds, Inc.
Series I Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ V.I. Government Fund, a series ▇▇▇ ▇▇▇▇▇▇ Life Investment Trust Government
of AIM Variable Insurance Funds Portfolio, a series of ▇▇▇ ▇▇▇▇▇▇ Life Investment
Trust
Series I Class I
Series II Class II
Invesco ▇▇▇ ▇▇▇▇▇▇ V.I. Growth and Income Fund, a ▇▇▇ ▇▇▇▇▇▇ Life Investment Trust Growth and
series of AIM Variable Insurance Funds Income Portfolio, a series of ▇▇▇ ▇▇▇▇▇▇ Life
Investment Trust
Series I Class I
Series II Class II
Invesco ▇▇▇ ▇▇▇▇▇▇ V.I. High Yield Fund, a series High Yield Portfolio, a series of The Universal
of AIM Variable Insurance Funds Institutional Funds, Inc.
Series I Class I
Invesco ▇▇▇ ▇▇▇▇▇▇ V.I. International Growth International Growth Equity Portfolio, a series
Equity Fund, a series of AIM Variable Insurance of The Universal Institutional Funds, Inc.
Funds
Series II Class II
Invesco ▇▇▇ ▇▇▇▇▇▇ V.I. Mid Cap Growth Fund, a ▇▇▇ ▇▇▇▇▇▇ Life Investment Trust Mid Cap Growth
series of AIM Variable Insurance Funds Portfolio, a series of ▇▇▇ ▇▇▇▇▇▇ Life Investment
Trust
Series II Class II
Invesco ▇▇▇ ▇▇▇▇▇▇ V.I. Mid Cap Value Fund, a U.S. Mid Cap Value Portfolio, a series of The
series of AIM Variable Insurance Funds Universal Institutional Funds, Inc.
Series I Class I
Series II Class II
Invesco ▇▇▇ ▇▇▇▇▇▇ V.I. Value Fund, a series of Value Portfolio, a series of The Universal
AIM Variable Insurance Funds Institutional Funds, Inc.
Series I Class I
EXHIBIT B
ORGANIZATIONAL FORM AND JURISDICTIONS OF EACH TARGET ENTITY
JURISDICTION WHERE FORM OF
TARGET ENTITY ORGANIZED ORGANIZATION
------------- ------------------ ----------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Balanced Fund Massachusetts Business trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ California Tax-Free Massachusetts Business trust
Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Convertible Securities Massachusetts Business trust
Trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Dividend Growth Maryland Corporation
Securities Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Equally-Weighted S&P Massachusetts Business trust
500 Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Fundamental Value Fund Massachusetts Business trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ FX Series Funds Massachusetts Business trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Advantage Fund Massachusetts Business trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Dividend Growth Massachusetts Business trust
Securities
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Health Sciences Trust Massachusetts Business trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ High Yield Securities Maryland Corporation
Inc.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Institutional Fund, Inc. Maryland Corporation
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Institutional Fund Trust Pennsylvania Business trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mid-Cap Value Fund Massachusetts Business trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ New York Tax-Free Massachusetts Business trust
Income Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Pacific Growth Fund Inc. Maryland Corporation
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ S&P 500 Index Fund Massachusetts Business trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Select Dimensions Massachusetts Business trust
Investment Series
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Series Funds Massachusetts Business trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Small-Mid Special Value Massachusetts Business trust
Fund
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Special Value Fund Massachusetts Business trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax-Exempt Securities Massachusetts Business trust
Trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Technology Fund Massachusetts Business trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Value Fund Massachusetts Business trust
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Variable Investment Massachusetts Business trust
Series
The Universal Institutional Funds, Inc. Maryland Corporation
▇▇▇ ▇▇▇▇▇▇ Capital Growth Fund Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Fund Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Corporate Bond Fund Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Enterprise Fund Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Equity and Income Fund Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Equity Trust Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Equity Trust II Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Government Securities Fund Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Growth and Income Fund Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Harbor Fund Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ High Yield Fund Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Life Investment Trust Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Limited Duration Fund Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Pennsylvania Tax Free Pennsylvania Common law trust
Income Fund
▇▇▇ ▇▇▇▇▇▇ Real Estate Securities Fund Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Series Fund, Inc. Maryland Corporation
▇▇▇ ▇▇▇▇▇▇ Tax-Exempt Trust Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Tax Free Trust Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Trust Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ Trust II Delaware Statutory trust
▇▇▇ ▇▇▇▇▇▇ U.S. Government Trust Delaware Statutory trust
SCHEDULE 1.2(C)
EXCLUDED LIABILITIES
None
SCHEDULE 8.6
TAX OPINIONS
With respect to each Reorganization:
(i) The acquisition by the Acquiring Fund of all of the assets of the
Target Fund, as provided for in the Agreement, in exchange for Acquiring Fund
shares and the assumption by the Acquiring Fund of all of the liabilities of the
Target Fund, followed by the distribution by the Target Fund to its shareholders
of the Acquiring Fund shares in complete liquidation of the Target Fund, will
qualify as a reorganization within the meaning of Section 368(a)(1) of the Code,
and the Target Fund and the Acquiring Fund each will be a "party to the
reorganization" within the meaning of Section 368(b) of the Code.
(ii) No gain or loss will be recognized by the Target Fund upon the
transfer of all of its assets to, and assumption of its liabilities by, the
Acquiring Fund in exchange solely for Acquiring Fund shares pursuant to Section
361(a) and Section 357(a) of the Code.
(iii) No gain or loss will be recognized by the Acquiring Fund upon the
receipt by it of all of the assets of the Target Fund in exchange solely for the
assumption of the liabilities of the Target Fund and issuance of the Acquiring
Fund shares pursuant to Section 1032(a) of the Code.
(iv) No gain or loss will be recognized by the Target Fund upon the
distribution of the Acquiring Fund shares by the Target Fund to its shareholders
in complete liquidation (in pursuance of the Agreement) pursuant to Section
361(c)(1) of the Code.
(v) The tax basis of the assets of the Target Fund received by the
Acquiring Fund will be the same as the tax basis of such assets in the hands of
the Target Fund immediately prior to the transfer pursuant to Section 362(b) of
the Code.
(vi) The holding periods of the assets of the Target Fund in the hands of
the Acquiring Fund will include the periods during which such assets were held
by the Target Fund pursuant to Section 1223(2) of the Code.
(vii) No gain or loss will be recognized by the shareholders of the Target
Fund upon the exchange of all of their Target Fund shares for the Acquiring Fund
shares pursuant to Section 354(a) of the Code.
(viii) The aggregate tax basis of the Acquiring Fund shares to be received
by each shareholder of the Target Fund will be the same as the aggregate tax
basis of Target Fund shares exchanged therefor pursuant to Section 358(a)(1) of
the Code.
(ix) The holding period of Acquiring Fund shares received by a shareholder
of the Target Fund will include the holding period of the Target Fund shares
exchanged therefor, provided that the shareholder held Target Fund shares as a
capital asset on the date of the exchange pursuant to Section 1223(1) of the
Code.