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 Xxx Xxxxxx and Xxxxxx
Xxxxxxx 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)
Xxxxxx Xxxxxxx Investment Management Inc. ("MSIM"); (iii) Xxxxxx Xxxxxxx
Investment Advisors Inc. ("MSIA"); (iv) Xxx Xxxxxx 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, Xxxxxx Xxxxxxx 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 Xxxxxx Xxxxxxx and Xxx
Xxxxxx 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
-2-
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.
-3-
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
-4-
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;
-5-
(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
-6-
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
-7-
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
-8-
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
-9-
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
-10-
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
-11-
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
-12-
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
-13-
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
-14-
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 Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP ("Xxxxxxxx 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;
-15-
(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
-16-
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
-17-
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;
-18-
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 Xxxxxxxx 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, Xxxxxxxx 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. Xxxxxx Xxxxxxx and Invesco will bear or arrange for an entity under
common ownership of Xxxxxx Xxxxxxx or Invesco to bear the expenses relating to
the Reorganizations, allocated among Xxxxxx Xxxxxxx 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
-19-
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:
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: 000 000-0000
Attn: Xxxxxx X. Xxx
With a copy to:
Xxxxxx Xxxxxxx Investment Management
000 Xxxxx Xxxxxx 00000
Fax: 000 000-0000
Attn: Xxxxxxxx X. Xxxxx Yu
For Xxxxxx Xxxxxxx Investment Management Inc.:
-21-
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: 000 000-0000
Attn: Xxxxxx X. Xxx
With a copy to:
Xxxxxx Xxxxxxx Investment Management
000 Xxxxx Xxxxxx
Fax: 000 000-0000
Attn: Xxxxxxxx X. Xxxxx Yu
For Xxxxxx Xxxxxxx Investment Advisors Inc.:
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: 000 000-0000
Attn: Xxxxxx X. Xxx
With a copy to:
Xxxxxx Xxxxxxx Investment Management
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: 000 000-0000
Attn: Xxxxxxxx X. Xxxxx Yu
For Xxx Xxxxxx Asset Management:
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: 000 000-0000
Attn: Xxxxxx X. Xxx
with a copy to:
Xxxxxx Xxxxxxx Investment Management
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Fax: 000 000-0000
Attn: Xxxxxxxx X. Xxxxx Yu
For Invesco Advisers, Inc.:
0000 Xxxxxxxxx Xxxxxx, X.X.,
Xxxxxxx, Xxxxxxx 00000
-22-
Fax: 000-000-0000
Attn: General Counsel
For each Acquiring Entity
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Fax: 000-000-0000
Attn: General Counsel
with a copy to:
X. Xxxxxxx Xxxxxxx
Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP
0000 Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000-0000
Fax: (000) 000-0000
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/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
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/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
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/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
Title: President Title: President
AIM VARIABLE INSURANCE FUNDS, ON
BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
XXXXXX XXXXXXX BALANCED FUND, ON XXXXXX XXXXXXX 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/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXXXXX XXXXXXX CONVERTIBLE SECURITIES XXXXXX XXXXXXX 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/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXXXXX XXXXXXX EQUALLY-WEIGHTED S&P XXXXXX XXXXXXX 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/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXXXXX XXXXXXX FX SERIES FUNDS, ON XXXXXX XXXXXXX GLOBAL ADVANTAGE FUND,
BEHALF OF ITS SERIES IDENTIFIED ON ON BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO EXHIBIT A HERETO
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXXXXX XXXXXXX GLOBAL DIVIDEND GROWTH XXXXXX XXXXXXX 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/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXXXXX XXXXXXX HIGH YIELD SECURITIES XXXXXX XXXXXXX 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/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXXXXX XXXXXXX INSTITUTIONAL FUND XXXXXX XXXXXXX 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/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXXXXX XXXXXXX PACIFIC GROWTH FUND XXXXXX XXXXXXX 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/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXXXXX XXXXXXX SELECT DIMENSIONS XXXXXX XXXXXXX 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/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXXXXX XXXXXXX SMALL-MID SPECIAL XXXXXX XXXXXXX 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/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXXXXX XXXXXXX TAX-EXEMPT SECURITIES XXXXXX XXXXXXX 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/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXXXXX XXXXXXX TECHNOLOGY FUND, ON
BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
Title: President and Principal
Executive Officer
XXXXXX XXXXXXX VALUE FUND, ON BEHALF XXXXXX XXXXXXX VARIABLE INVESTMENT
OF ITS SERIES IDENTIFIED ON EXHIBIT A SERIES, ON BEHALF OF ITS SERIES
HERETO IDENTIFIED ON EXHIBIT A HERETO
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
THE UNIVERSAL INSTITUTIONAL FUNDS, XXX XXXXXX 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/ Xxxxx Xxxxxx By: /s/ Xxxxxx X. Xxxx III
--------------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxxx X. Xxxx III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXX XXXXXX XXXXXXXX FUND, ON BEHALF XXX XXXXXX CORPORATE BOND FUND, ON
OF ITS SERIES IDENTIFIED ON EXHIBIT A BEHALF OF ITS SERIES IDENTIFIED ON
HERETO EXHIBIT A HERETO
By: /s/ Xxxxxx X. Xxxx III By: /s/ Xxxxxx X. Xxxx III
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxx III Name: Xxxxxx X. Xxxx III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXX XXXXXX ENTERPRISE FUND, ON BEHALF XXX XXXXXX EQUITY AND INCOME FUND, ON
OF ITS SERIES IDENTIFIED ON EXHIBIT A BEHALF OF ITS SERIES IDENTIFIED ON
HERETO EXHIBIT A HERETO
By: /s/ Xxxxxx X. Xxxx III By: /s/ Xxxxxx X. Xxxx XX
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxx III Name: Xxxxxx X. Xxxx III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXX XXXXXX EQUITY TRUST, ON BEHALF OF XXX XXXXXX EQUITY TRUST II, ON BEHALF
ITS SERIES IDENTIFIED ON EXHIBIT A OF ITS SERIES IDENTIFIED ON EXHIBIT A
HERETO HERETO
By: /s/ Xxxxxx X. Xxxx III By: /s/ Xxxxxx X. Xxxx III
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxx III Name: Xxxxxx X. Xxxx III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXX XXXXXX GOVERNMENT SECURITIES XXX XXXXXX 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/ Xxxxxx X. Xxxx III By: /s/ Xxxxxx X. Xxxx III
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxx III Name: Xxxxxx X. Xxxx III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXX XXXXXX HARBOR FUND, ON BEHALF OF XXX XXXXXX HIGH YIELD FUND, ON BEHALF
ITS SERIES IDENTIFIED ON EXHIBIT A OF ITS SERIES IDENTIFIED ON EXHIBIT A
HERETO HERETO
By: /s/ Xxxxxx X. Xxxx III By: /s/ Xxxxxx X. Xxxx III
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxx III Name: Xxxxxx X. Xxxx III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXX XXXXXX LIFE INVESTMENT TRUST, ON XXX XXXXXX LIMITED DURATION FUND, ON
BEHALF OF ITS SERIES IDENTIFIED ON BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO EXHIBIT A HERETO
By: /s/ Xxxxxx X. Xxxx III By: /s/ Xxxxxx X. Xxxx III
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxx III Name: Xxxxxx X. Xxxx III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXX XXXXXX PENNSYLVANIA TAX FREE XXX XXXXXX 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/ Xxxxxx X. Xxxx III By: /s/ Xxxxxx X. Xxxx III
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxx III Name: Xxxxxx X. Xxxx III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXX XXXXXX SERIES FUND, INC., ON XXX XXXXXX TAX-EXEMPT TRUST, ON
BEHALF OF ITS SERIES IDENTIFIED ON BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO EXHIBIT A HERETO
By: /s/ Xxxxxx X. Xxxx III By: /s/ Xxxxxx X. Xxxx III
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxx III Name: Xxxxxx X. Xxxx III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXX XXXXXX TAX FREE TRUST, ON BEHALF XXX XXXXXX TRUST, ON BEHALF OF ITS
OF ITS SERIES IDENTIFIED ON EXHIBIT A SERIES IDENTIFIED ON EXHIBIT A HERETO
HERETO
By: /s/ Xxxxxx X. Xxxx III By: /s/ Xxxxxx X. Xxxx III
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxx III Name: Xxxxxx X. Xxxx III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
XXX XXXXXX TRUST II, ON BEHALF OF ITS XXX XXXXXX U.S. GOVERNMENT TRUST, ON
SERIES IDENTIFIED ON EXHIBIT A HERETO BEHALF OF ITS SERIES IDENTIFIED ON
EXHIBIT A HERETO
By: /s/ Xxxxxx X. Xxxx III By: /s/ Xxxxxx X. Xxxx III
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxx III Name: Xxxxxx X. Xxxx III
Title: President and Principal Title: President and Principal
Executive Officer Executive Officer
INVESCO ADVISERS, INC. XXXXXX XXXXXXX INVESTMENT MANAGEMENT
INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ---------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx Xxxxxx
Title: Co-President Title: President
XXXXXX XXXXXXX INVESTMENT ADVISORS INC.
By: /s/ Xxxxx Xxxxxx
---------------------------------
Name: Xxxxx Xxxxxx
Title: President
XXX XXXXXX ASSET MANAGEMENT
By: /s/ Xxxxxx X. Xxxx III
---------------------------------
Name: Xxxxxx X. Xxxx 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 Xxxxxx Xxxxxxx Balanced Fund
Counselor 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 Xxxxxx Xxxxxxx California Tax-Free Income
series of AIM Counselor Series Trust Fund
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Dividend Growth Securities Fund, a Xxxxxx Xxxxxxx Dividend Growth Securities
series of AIM Counselor Series Trust Inc.
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Equally-Weighted S&P 500 Fund, a Xxxxxx Xxxxxxx Equally-Weighted S&P 500
series of AIM Counselor Series Trust Fund
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 Xxxxxx Xxxxxxx Fundamental Value Fund
of AIM 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 Large Cap Relative Value Portfolio, a
series of AIM Counselor Series Trust series of Xxxxxx Xxxxxxx Institutional
Fund, Inc.
Class Y Class I
Class A Class P
Invesco New York Tax-Free Income Fund, a Xxxxxx Xxxxxxx New York Tax-Free Income
series of AIM Counselor Series Trust Fund
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 Xxxxxx Xxxxxxx S&P 500 Index Fund
AIM Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx American Franchise Xxx Xxxxxx American Franchise Fund, a
Fund, a series of AIM Counselor Series series of Xxx Xxxxxx Equity Trust II
Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Core Equity Fund, a Xxx Xxxxxx Core Equity Fund, a series of
series of AIM Counselor Series Trust Xxx Xxxxxx Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco Xxx Xxxxxx Equity and Income Fund, Xxx Xxxxxx Equity and Income Fund
a 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 Xxx Xxxxxx Equity Premium Income Xxx Xxxxxx Equity Premium Income Fund, a
Fund, a series of AIM Counselor Series series of Xxx Xxxxxx Equity Trust II
Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Growth and Income Fund, Xxx Xxxxxx Growth and Income Fund
a 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 Xxx Xxxxxx Pennsylvania Tax Free Xxx Xxxxxx Pennsylvania Tax Free Income
Income Fund, a series of AIM Counselor Fund
Series Trust
Class A Class A
Class B Class B
Class C Class C
Invesco Xxx Xxxxxx Small Cap Growth Fund, Xxx Xxxxxx Small Cap Growth Fund, a
a series of AIM Counselor Series Trust series of Xxx Xxxxxx 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 Xxxxxx Xxxxxxx Convertible Securities
series of AIM Growth Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Asset Allocation Xxx Xxxxxx Asset Allocation Conservative
Conservative Fund, a series of AIM Growth Fund, a series of Xxx Xxxxxx Equity Trust
Series
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Asset Allocation Growth Xxx Xxxxxx Asset Allocation Growth Fund,
Fund, a series of AIM Growth Series a series of Xxx Xxxxxx Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Asset Allocation Xxx Xxxxxx Asset Allocation Moderate
Moderate Fund, a series of AIM Growth Fund, a series of Xxx Xxxxxx Equity Trust
Series
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Harbor Fund, a series Xxx Xxxxxx Harbor Fund
of AIM Growth Series
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Leaders Fund, a series Xxx Xxxxxx Leaders Fund, a series of Van
of AIM Growth Series Kampen Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Real Estate Securities Xxx Xxxxxx Real Estate Securities Fund
Fund, a series of AIM Growth Series
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx U.S. Mortgage Fund, a Xxx Xxxxxx U.S. Mortgage Fund, a series
series of AIM Growth Series of Xxx Xxxxxx 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 Xxxxxx Xxxxxxx Alternative Opportunities
series of AIM Investment Funds Fund, a series of Xxxxxx Xxxxxxx 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 Xxxxxx Xxxxxxx Commodities Alpha Fund, a
series of AIM Investment Funds series of Xxxxxx Xxxxxxx 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 The FX Alpha Plus Strategy Portfolio, a
series of AIM Investment Funds series of Xxxxxx Xxxxxxx 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 The FX Alpha Strategy Portfolio, a series
of AIM Investment Funds of Xxxxxx Xxxxxxx 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 Xxxxxx Xxxxxxx Global Advantage Fund
AIM Investment Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Global Dividend Growth Securities Xxxxxx Xxxxxxx Global Dividend Growth
Fund, a series of AIM Investment Funds Securities
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Health Sciences Fund, a series of Xxxxxx Xxxxxxx Health Sciences Trust
AIM Investment Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco International Growth Equity Fund, International Growth Equity Portfolio, a
a series of AIM Investment Funds series of Xxxxxx Xxxxxxx Institutional
Fund, Inc.
Class Y Class I
Class A Class P
Invesco Pacific Growth Fund, a series of Xxxxxx Xxxxxxx Pacific Growth Fund Inc.
AIM 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 Xxx Xxxxxx Emerging Markets Fund, Xxx Xxxxxx Emerging Markets Fund, a
a series of AIM Investment Funds series of Xxx Xxxxxx Series Fund, Inc.
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Global Bond Xxx Xxxxxx Global Bond Fund, a series
Fund, a series of AIM Investment Funds of Xxx Xxxxxx Trust II
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco Xxx Xxxxxx Global Equity Xxx Xxxxxx Global Equity Allocation Fund,
Allocation Fund, a series of AIM a series of Xxx Xxxxxx Series Fund, Inc.
Investment Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Global Franchise Fund, Xxx Xxxxxx Global Franchise Fund, a
a series of AIM Investment Funds series of Xxx Xxxxxx Series Fund, Inc.
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Global Tactical Asset Xxx Xxxxxx Global Tactical Asset
Allocation Fund, a series of AIM Allocation Fund, a series of Xxx Xxxxxx
Investment Funds Trust II
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco Xxx Xxxxxx International Advantage Xxx Xxxxxx International Advantage Fund,
Fund, a series of AIM Investment Funds a series of Xxx Xxxxxx Equity Trust II
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx International Growth Xxx Xxxxxx International Growth Fund, a
Fund, a series of AIM Investment Funds series of Xxx Xxxxxx 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 Xxxxxx Xxxxxxx High Yield Securities Inc.
series of AIM Investment Securities Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Core Plus Fixed Income Xxx Xxxxxx Core Plus Fixed Income Fund, a
Fund, a series of AIM Investment series of Xxx Xxxxxx Trust
Securities Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Corporate Bond Fund, a Xxx Xxxxxx Corporate Bond Fund
series of AIM Investment Securities Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Government Securities Xxx Xxxxxx Government Securities Fund
Fund, a series of AIM Investment
Securities Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx High Yield Fund, a Xxx Xxxxxx High Yield Fund
series of AIM Investment Securities Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Limited Duration Xxx Xxxxxx Limited Duration Fund
Fund, a series 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 Xxxxxx Xxxxxxx Mid-Cap Value Fund
AIM Sector Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Small-Mid Special Value Fund, a Xxxxxx Xxxxxxx Small-Mid Special Value
series of AIM Sector Funds Fund
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Special Value Fund, a series of Xxxxxx Xxxxxxx Special Value Fund
AIM Sector 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 Xxxxxx Xxxxxxx Technology Fund
of AIM 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 U.S. Mid Cap Value Portfolio, a series of
of AIM Sector Funds Xxxxxx Xxxxxxx Institutional Fund Trust
Class Y Class I
Class Y Investment Class
Class A Class P
Invesco U.S. Small Cap Value Fund, a U.S. Small Cap Value Portfolio, a series
series of AIM Sector Funds of Xxxxxx Xxxxxxx Institutional Fund Trust
Class Y Class I
Class A Class P
Invesco U.S. Small/Mid Cap Value Fund, a U.S. Small/Mid Cap Value Portfolio, a
series of AIM Sector Funds series of Xxxxxx Xxxxxxx Institutional
Fund, Inc.
Class Y Class I
Class A Class P
Invesco Value Fund, a series of AIM Sector Xxxxxx Xxxxxxx Value Fund
Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Value II Fund, a series of AIM Value Portfolio, a series of Xxxxxx
Sector Funds Xxxxxxx Institutional Fund Trust
Class Y Class I
Class A Class P
Invesco Xxx Xxxxxx American Value Fund, a Xxx Xxxxxx American Value Fund, a series
series of AIM Sector Funds of Xxx Xxxxxx Series Fund, Inc.
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco Xxx Xxxxxx Capital Growth Fund, a Xxx Xxxxxx Capital Growth Fund
series 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 Xxx Xxxxxx Xxxxxxxx Fund, a series Xxx Xxxxxx Xxxxxxxx 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 Xxx Xxxxxx Enterprise Fund, a Xxx Xxxxxx Enterprise Fund
series of AIM Sector Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Mid Cap Growth Fund, a Xxx Xxxxxx Mid Cap Growth Fund, a series
series of AIM Sector Funds of Xxx Xxxxxx Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco Xxx Xxxxxx Small Cap Value Fund, a Xxx Xxxxxx Small Cap Value Fund, a series
series of AIM Sector Funds of Xxx Xxxxxx Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Technology Fund, a Xxx Xxxxxx Technology Fund, a series of
series of AIM Sector Funds Xxx Xxxxxx Equity Trust II
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Utility Fund, a series Xxx Xxxxxx Utility 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 Xxx Xxxxxx Value Opportunities Xxx Xxxxxx Value Opportunities Fund, a
Fund, a series of AIM Sector Funds series of Xxx Xxxxxx 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 Municipal Portfolio, a series of Xxxxxx
Tax-Exempt Funds Xxxxxxx 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 Xxxxxx Xxxxxxx Tax-Exempt Securities Trust
series of AIM Tax-Exempt Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx California Insured Tax Xxx Xxxxxx California Insured Tax Free
Free Fund, a series of AIM Tax-Exempt Fund, a series of Xxx Xxxxxx Tax Free
Funds Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx High Yield Municipal Xxx Xxxxxx High Yield Municipal Fund, a
Fund, a series of AIM Tax-Exempt Funds series of Xxx Xxxxxx Tax-Exempt Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Insured Tax Free Income Xxx Xxxxxx Insured Tax Free Income Fund,
Fund, a series of AIM Tax-Exempt Funds a series of Xxx Xxxxxx Tax Free Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Intermediate Term Xxx Xxxxxx Intermediate Term Municipal
Municipal Income Fund, a series of AIM Income Fund, a series of Xxx Xxxxxx Tax
Tax-Exempt Funds Free Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Municipal Income Fund, Xxx Xxxxxx Municipal Income Fund, a
a series of AIM Tax-Exempt Funds series of Xxx Xxxxxx Tax Free Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx New York Tax Free Xxx Xxxxxx New York Tax Free Income Fund,
Income Fund, a series of AIM Tax-Exempt a series of Xxx Xxxxxx Tax Free Trust
Funds
Class A Class A
Class B Class B
Class C Class C
AIM VARIABLE INSURANCE FUNDS
Invesco V.I. Dividend Growth Fund, a The Dividend Growth Portfolio, a series
series of AIM Variable Insurance Funds of Xxxxxx Xxxxxxx Variable Investment
Series
Series I Class X
Series II Class Y
Invesco V.I. Global Dividend Growth Fund, The Global Dividend Growth Portfolio, a
a series of AIM Variable Insurance Funds series of Xxxxxx Xxxxxxx Variable
Investment Series
Series I Class X
Series II Class Y
Invesco V.I. High Yield Fund, a series of The High Yield Portfolio, a series of
AIM Variable Insurance Funds Xxxxxx Xxxxxxx Variable Investment Series
Series I Class X
Series II Class Y
Invesco V.I. Income Builder Fund, a series The Income Builder Portfolio, a series of
of AIM Variable Insurance Funds Xxxxxx Xxxxxxx Variable Investment Series
Series I Class X
Series II Class Y
Invesco V.I. S&P 500 Index Fund, a series The S&P 500 Index Portfolio, a series of
of AIM Variable Insurance Funds Xxxxxx Xxxxxxx Variable Investment
Series
Series I Class X
Series II Class Y
Invesco V.I. Select Dimensions Balanced The Balanced Portfolio, a series of
Fund, a series of AIM Variable Insurance Xxxxxx Xxxxxxx Select Dimensions
Funds Investment Series
Series I Class X
Series II Class Y
Invesco V.I. Select Dimensions Dividend The Dividend Growth Portfolio, a series
Growth Fund, a series of AIM Variable of Xxxxxx Xxxxxxx Select Dimensions
Insurance Funds Investment Series
Series I Class X
Series II Class Y
Invesco V.I. Selection Dimensions The Equally-Weighted S&P 500 Portfolio, a
Equally-Weighted S&P 500 Fund, a series of series of Xxxxxx Xxxxxxx Select
AIM Variable Insurance Funds Dimensions Investment Series
Series I Class X
Series II Class Y
Invesco Xxx Xxxxxx V.I. Capital Growth Xxx Xxxxxx Life Investment Trust Capital
Fund, a series of AIM Variable Insurance Growth Portfolio, a series of Xxx Xxxxxx
Funds Life Investment Trust
Series I Class I
Series II Class II
Invesco Xxx Xxxxxx V.I. Xxxxxxxx Fund, a Xxx Xxxxxx Life Investment Trust Xxxxxxxx
series of AIM Variable Insurance Funds Portfolio, a series of Xxx Xxxxxx Life
Investment Trust
Series I Class I
Series II Class II
Invesco Xxx Xxxxxx V.I. Equity and Income Equity and Income Portfolio, a series of
Fund, a series of AIM Variable Insurance The Universal Institutional Funds, Inc.
Funds
Series II Class II
Invesco Xxx Xxxxxx V.I. Global Tactical Xxx Xxxxxx Life Investment Trust Global
Asset Allocation Fund, a series of AIM Tactical Asset Allocation Portfolio, a
Variable Insurance Funds series of Xxx Xxxxxx Life Investment Trust
Series I Class I
Series II Class II
Invesco Xxx Xxxxxx V.I. Global Value Global Value Equity Portfolio, a series
Equity Fund, a series of AIM Variable of The Universal Institutional Funds, Inc.
Insurance Funds
Series I Class I
Invesco Xxx Xxxxxx V.I. Government Fund, a Xxx Xxxxxx Life Investment Trust
series of AIM Variable Insurance Funds Government Portfolio, a series of Xxx
Xxxxxx Life Investment Trust
Series I Class I
Series II Class II
Invesco Xxx Xxxxxx V.I. Growth and Income Xxx Xxxxxx Life Investment Trust Growth
Fund, a series of AIM Variable Insurance and Income Portfolio, a series of Van
Funds Kampen Life Investment Trust
Series I Class I
Series II Class II
Invesco Xxx Xxxxxx V.I. High Yield Fund, a High Yield Portfolio, a series of The
series of AIM Variable Insurance Funds Universal Institutional Funds, Inc.
Series I Class I
Invesco Xxx Xxxxxx V.I. International International Growth Equity Portfolio, a
Growth Equity Fund, a series of AIM series of The Universal Institutional
Variable Insurance Funds Funds, Inc.
Series II Class II
Invesco Xxx Xxxxxx V.I. Mid Cap Growth Xxx Xxxxxx Life Investment Trust Mid Cap
Fund, a series of AIM Variable Insurance Growth Portfolio, a series of Xxx Xxxxxx
Funds Life Investment Trust
Series II Class II
Invesco Xxx Xxxxxx V.I. Mid Cap Value U.S. Mid Cap Value Portfolio, a series of
Fund, a series of AIM Variable Insurance The Universal Institutional Funds, Inc.
Funds
Series I Class I
Series II Class II
Invesco Xxx Xxxxxx V.I. Value Fund, a Value Portfolio, a series of The
series of AIM Variable Insurance Funds Universal 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
-------------------------------------------------- ------------------ ----------------
Xxxxxx Xxxxxxx Balanced Fund Massachusetts Business trust
Xxxxxx Xxxxxxx California Tax-Free Income Fund Massachusetts Business trust
Xxxxxx Xxxxxxx Convertible Securities Trust Massachusetts Business trust
Xxxxxx Xxxxxxx Dividend Growth Securities Inc. Maryland Corporation
Xxxxxx Xxxxxxx Equally-Weighted S&P 500 Fund Massachusetts Business trust
Xxxxxx Xxxxxxx Fundamental Value Fund Massachusetts Business trust
Xxxxxx Xxxxxxx FX Series Funds Massachusetts Business trust
Xxxxxx Xxxxxxx Global Advantage Fund Massachusetts Business trust
Xxxxxx Xxxxxxx Global Dividend Growth Securities Massachusetts Business trust
Xxxxxx Xxxxxxx Health Sciences Trust Massachusetts Business trust
Xxxxxx Xxxxxxx High Yield Securities Inc. Maryland Corporation
Xxxxxx Xxxxxxx Institutional Fund, Inc. Maryland Corporation
Xxxxxx Xxxxxxx Institutional Fund Trust Pennsylvania Business trust
Xxxxxx Xxxxxxx Mid-Cap Value Fund Massachusetts Business trust
Xxxxxx Xxxxxxx New York Tax-Free Income Fund Massachusetts Business trust
Xxxxxx Xxxxxxx Pacific Growth Fund Inc. Maryland Corporation
Xxxxxx Xxxxxxx S&P 500 Index Fund Massachusetts Business trust
Xxxxxx Xxxxxxx Select Dimensions Investment Series Massachusetts Business trust
Xxxxxx Xxxxxxx Series Funds Massachusetts Business trust
Xxxxxx Xxxxxxx Small-Mid Special Value Fund Massachusetts Business trust
Xxxxxx Xxxxxxx Special Value Massachusetts Business trust
Fund
Xxxxxx Xxxxxxx Tax-Exempt Securities Trust Massachusetts Business trust
Xxxxxx Xxxxxxx Technology Fund Massachusetts Business trust
Xxxxxx Xxxxxxx Value Fund Massachusetts Business trust
Xxxxxx Xxxxxxx Variable Investment Series Massachusetts Business trust
The Universal Institutional Funds, Inc. Maryland Corporation
Xxx Xxxxxx Capital Growth Fund Delaware Statutory trust
Xxx Xxxxxx Xxxxxxxx Fund Delaware Statutory trust
Xxx Xxxxxx Corporate Bond Fund Delaware Statutory trust
Xxx Xxxxxx Enterprise Fund Delaware Statutory trust
Xxx Xxxxxx Equity and Income Fund Delaware Statutory trust
Xxx Xxxxxx Equity Trust Delaware Statutory trust
Xxx Xxxxxx Equity Trust II Delaware Statutory trust
Xxx Xxxxxx Government Securities Fund Delaware Statutory trust
Xxx Xxxxxx Growth and Income Fund Delaware Statutory trust
Xxx Xxxxxx Harbor Fund Delaware Statutory trust
Xxx Xxxxxx High Yield Fund Delaware Statutory trust
Xxx Xxxxxx Life Investment Trust Delaware Statutory trust
Xxx Xxxxxx Limited Duration Fund Delaware Statutory trust
Xxx Xxxxxx Pennsylvania Tax Free Income Fund Pennsylvania Common law trust
Xxx Xxxxxx Real Estate Securities Fund Delaware Statutory trust
Xxx Xxxxxx Series Fund, Inc. Maryland Corporation
Xxx Xxxxxx Tax-Exempt Trust Delaware Statutory trust
Xxx Xxxxxx Tax Free Trust Delaware Statutory trust
Xxx Xxxxxx Trust Delaware Statutory trust
Xxx Xxxxxx Trust II Delaware Statutory trust
Xxx Xxxxxx 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.
