Sub-Item 77Q1(g)
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER ("Agreement") is adopted as of this 2nd
day of July, 2012 by and among (i) each of the Invesco closed-end registered
investment companies identified as a Merging Fund on Exhibit A hereto, each a
Delaware statutory trust (each a "Merging Fund"); (ii) each of the Invesco
closed-end registered investment companies identified as a Surviving Fund on
Exhibit A hereto, each a Delaware statutory trust (each a "Surviving Fund");
and (iii) Invesco Advisers, Inc. ("IAI"). The predecessor to each Merging Fund,
each a Massachusetts business trust except the predecessor to the Invesco High
Yield Investment Fund, Inc., which is a Maryland corporation (each a
"Predecessor Merging Fund"), and the predecessor to each Surviving Fund, each a
Massachusetts business trust (each a "Predecessor Surviving Fund"), joins this
agreement solely for the purposes of making the representations in paragraph
4.1 or 4.2, as applicable, and agreeing to be bound by paragraphs 5.1(a),
5.1(b), 5.1(d) and 5.1(i). Each Merging Fund and Surviving Fund are together
referred to herein as the "Funds" and each Predecessor Merging Fund and
Predecessor Surviving Fund are referred to individually as a "Predecessor Fund."
WHEREAS, each Merging Fund and each Surviving Fund is a closed-end,
registered investment company of the management type; and
WHEREAS, this Agreement is intended to be and is adopted as a "plan of
reorganization" with respect to each Merger (as defined below) within the
meaning of Section 368(a) of the United States Internal Revenue Code of 1986,
as amended (the "Code"), and Treasury Regulations Sections 1.368-2(g) and
1.368-3(a); and
WHEREAS, each merger will consist of the merger of a Merging Fund into its
corresponding Surviving Fund, as set forth on Exhibit A, pursuant to the
provisions of the Delaware Statutory Trust Act, 12 Del. C. Section 3801, et
seq. (the "DSTA"), and will have the consequences described in Section 1.2
below (each such transaction, a "Merger" and collectively, the "Mergers"); and
WHEREAS, a condition precedent to each Merger is the redomestication of the
Predecessor Merging Fund and the Predecessor Surviving Fund from a
Massachusetts business trust or Maryland corporation, as applicable, to a
Delaware statutory trust, which will include the transfer of all of the
Predecessor Fund's assets and assumption of all of the Predecessor Fund's
liabilities by the applicable Fund in exchange for the issuance by such Fund to
the Predecessor Fund of shares of beneficial interest of the Fund and the
distribution of those shares to the Predecessor Fund's shareholders (each a
"Redomestication");
WHEREAS, the Boards of Trustees of each Surviving Fund and of each Merging
Fund have determined that the Merger is in the best interests of the Surviving
Fund and the Merging Fund, respectively, and the interests of the shareholders
of the Surviving Fund and the Merging Fund will not be diluted as a result of
the Merger;
NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements hereinafter set forth, and intending to be legally bound, the
parties hereto covenant and agree as follows:
1. DESCRIPTION OF THE MERGERS
1.1. It is the intention of the parties hereto that each Merger described
herein shall be conducted separately from the others, and a party that is not a
party to a Merger shall incur no obligations, duties or liabilities, nor make
any representations, warranties or covenants, with respect to such Merger by
reason of being a party to this Agreement. If any one or more Mergers should
fail to be consummated, such failure shall not affect the other Mergers in any
way.
1.2. Subject to the terms and conditions herein set forth and on the basis
of the representations and warranties contained herein, with respect to each
Merging Fund and its corresponding Surviving Fund, at the Closing Time (as
defined below), the Merging Fund shall be merged with and into the Surviving
Fund, the separate existence of the Merging Fund as a Delaware Statutory Trust
and registered investment company shall cease, and the Surviving Fund will be
the surviving entity for all purposes, including accounting purposes and for
purposes of presenting investment performance history.
1.3. Upon the terms and subject to the conditions of this Agreement, on the
Closing Date (as defined below), the applicable parties shall cause the Merger
to be consummated by filing a certificate of merger (a "Certificate of Merger")
with the Secretary of State of the State of Delaware in accordance with
Section 3815 of the DSTA. The Merger shall become effective at 9:15 a.m.
Eastern Time, as shall be specified in a Certificate of Merger duly filed with
the Secretary of the State of Delaware, or at such later date or time as the
parties shall agree and specify in the Certificate of Merger (the "Closing
Time").
1.4. As a result of operation of the applicable provisions of the DSTA, the
following events occur simultaneously at the Closing Time, except as otherwise
provided herein:
(a) all of the assets, property, goodwill, rights, privileges, powers and
franchises of the Merging Fund, 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), dividends or interest receivable, deferred or prepaid
expenses shown as an asset on the books of the Merging Fund on the Closing
Date, goodwill, contractual rights, originals or copies of all books and
records of the Merging Fund and all intangible property that is owned by the
Merging Fund (collectively, the "Merging Fund Assets") shall vest in the
Surviving Fund, and all of the liabilities, debts, obligations, restrictions
and duties of the Merging Fund (whether known or unknown, absolute or
contingent, accrued or unaccrued and including, without limitation, any
liabilities of the Merging Fund to indemnify the trustees or officers of the
Merging Fund or any other persons under the Merging Fund's Declaration of
Trust or otherwise, and including all liabilities, debts, obligations,
restrictions and duties of the Predecessor Fund assumed by the Merging Fund
pursuant to the Redomestication) (collectively, the "Merging Fund
Liabilities") shall become the liabilities, debts, obligations, restrictions
and duties of the Surviving Fund;
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(b) Merging Fund common shares of beneficial interest (the "Merging Fund
Common Shares") shall be converted into Surviving Fund common shares of
beneficial interest (the "Surviving Fund Common Shares") and Merging Fund
preferred shares of beneficial interest, if any (the "Merging Fund Preferred
Shares"), shall be converted into Surviving Fund preferred shares of
beneficial interest (the "Surviving Fund Preferred Shares"). Prior to the
Closing Time or as soon as practicable thereafter, the Surviving Fund will
open shareholder accounts on the share ledger records of the Surviving Fund
in the names of and in the amounts due to the shareholders of the Merging
Fund Common Shares and Merging Fund Preferred Shares (if any) based on their
respective holdings in the Merging Fund as of the close of business on the
Valuation Date, as more fully described in Section 3 below;
(c) At the Closing Time, the agreement and declaration of trust and
bylaws of the Surviving Fund in effect immediately prior to the Closing Time
shall continue to be the agreement and declaration of trust and bylaws of
the Surviving Fund, until and unless thereafter amended in accordance with
their respective terms;
(d) From and after the Closing Time, the trustees and officers of the
Surviving Fund shall continue to be the trustees and officers of the
combined Merging Fund and Surviving Fund, and such trustees and officers
shall serve for such terms as are provided in the agreement and declaration
of trust and the bylaws of the Surviving Fund; and
(e) From and after the Closing Time, the Surviving Fund's investment
objectives, strategies, policies and restrictions shall continue to be the
investment objectives, strategies, policies and restrictions of the combined
Merging Fund and Surviving Fund.
2. VALUATION
2.1. Computations of value in connection with the Closing (as defined below)
of each Merger shall be 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 immediately preceding the Closing Date (the
"Valuation Date").
2.2. All computations of value of the Merging Fund, the Merging Fund Common
Shares, the Merging Fund Preferred Shares (if any), the Merging Fund Assets and
the Merging Fund Liabilities shall be made using the Merging Fund's valuation
procedures established by the Merging Fund's Board of Trustees. All
computations of value of the Surviving Fund, the Surviving Fund Common Shares,
the Surviving Fund Preferred Shares (if any) and the Surviving Fund's assets
and liabilities shall be made using the Surviving Fund's valuation procedures
established by the Surviving Fund's Board of Trustees.
3. CLOSING AND CLOSING DATE
3.1. Each Merger shall close on August 27, 2012 or such other date as the
parties may agree with respect to any or all Mergers (the "Closing Date"). All
acts taking place at the closing of a Merger (the "Closing") shall be deemed to
take place simultaneously as of the Closing Time unless otherwise agreed to by
the parties. In the event that on the Valuation Date or the Closing
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Date (a) the NYSE or another primary trading market for portfolio securities of
the Merging 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 of the Merging Fund or the corresponding Surviving Fund or
the authorized officers of either of such entities, accurate appraisal of the
value of the net assets of the Surviving Fund or the Merging 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.
3.2. With respect to each Merger:
(a) The Merging 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 Merging Fund as of the Closing Date, or as
soon as reasonably practicable thereafter, to the Surviving Fund's custodian
for the account of the Surviving Fund, duly endorsed in proper form for
transfer and in such condition as to constitute good delivery thereof.
(b) No later than the Closing, the Merging Fund shall provide the
Surviving Fund or its transfer agent with the names, addresses, dividend
reinvestment elections and tax withholding status of the Merging Fund
shareholders as of the Valuation Date and the information and documentation
maintained by the Merging Fund or its agents relating to the identification
and verification of the Merging Fund shareholders under the USA PATRIOT Act
and other applicable anti-money laundering laws, rules and regulations and
such other information as the Surviving Fund may reasonably request. The
Surviving 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.
(c) The Surviving Fund shall issue and deliver to the Merging Fund a
confirmation evidencing the Surviving Fund Common Shares and Surviving Fund
Preferred Shares, if any, to be credited on the Closing Date, or provide
other evidence satisfactory to the Merging Fund that such shares have been
credited to the Merging Fund shareholders' accounts on the books of the
Surviving Fund.
(d) Surviving Fund Common Shares of an aggregate net asset value equal to
the aggregate net asset value of the Merging Fund Common Shares shall be
issued by the Surviving Fund to the holders of the Merging Fund Common
Shares in exchange for all of the Merging Fund Common Shares. The aggregate
net asset value of such shares shall be determined as set forth in Section 2
above.
(e) Surviving Fund Preferred Shares of an aggregate liquidation
preference equal to the aggregate liquidation preference of the Merging Fund
Preferred Shares shall be issued by the Surviving Fund to the holders of the
Merging Fund Preferred Shares, if any, in exchange for all of the Merging
Fund Preferred Shares. The terms of the
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Surviving Fund Preferred Shares shall be substantially the same as the terms
of the Merging Fund Preferred Shares.
(f) The Surviving Fund shall not issue certificates representing
Surviving Fund Common Shares in connection with the Merger. Any certificates
representing ownership of Merging Fund Common Shares that remain outstanding
at the Closing Time shall be deemed to be cancelled by operation of law and
shall no longer evidence ownership of the Merging Fund or its shares.
4. REPRESENTATIONS AND WARRANTIES
4.1. Each Merging Fund and Predecessor Merging Fund represents and warrants
to the corresponding Surviving Fund as follows:
(a) The Merging Fund is duly formed as a statutory trust, validly
existing, and in good standing under the laws of the State of Delaware with
power under its agreement and declaration of trust and bylaws ("Governing
Documents"), to own all of its Merging Fund 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 Merging Fund is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as a closed-end management investment
company, and such registration has not been revoked or rescinded and is in
full force and effect;
(c) No consent, approval, authorization, or order of any court,
governmental authority, the Financial Industry Regulatory Authority
("FINRA") or any stock exchange on which shares of the Merging Fund are
listed is required for the consummation by the Merging Fund of the
transactions contemplated herein, except such as have been or will be
obtained (at or prior to the Closing Time);
(d) The Merging Fund is not obligated under any provision of its
Governing Documents and is not a party to any contract or other commitment
or obligation, and is not subject to any order or decree, which would be
violated by its execution or performance under this Agreement, except
insofar as the Funds have mutually agreed to amend such contract or other
commitment or obligation to cure any potential violation as a condition
precedent to the Merger;
(e) The Merging Fund is authorized to issue an unlimited number of Common
Shares and an unlimited number of Preferred Shares and all of the issued and
outstanding shares of beneficial interest of the Merging Fund are, and on
the Closing Date will be, duly authorized and validly issued and
outstanding, fully paid and non-assessable by the Merging Fund and no
shareholder of the Merging Fund will have any preemptive right of
subscription or purchase in respect thereof and, in every state where
offered or sold, such offers and sales by the Merging Fund have been in
compliance in all material respects with applicable registration and/or
notice requirements of the Securities Act of 1933, as amended (the "1933
Act") and state and District of Columbia securities laws;
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(f) Except as otherwise disclosed to and accepted by or on behalf of the
Surviving Fund, the Merging Fund will on the Closing Date have good title to
the Merging Fund Assets and have full right, power and authority to sell,
assign, transfer and deliver such Merging Fund Assets free of adverse
claims, including any liens or other encumbrances, and upon delivery and
payment for such Merging Fund Assets, the Surviving 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, provided that the Surviving Fund will
acquire Merging Fund Assets that are segregated as collateral for the
Merging Fund's derivative positions, including, without limitation, as
collateral for swap positions and as margin for futures positions, subject
to such segregation and liens that apply to such Merging Fund Assets;
(g) The financial statements of the Merging Fund for the Merging Fund's
most recently completed fiscal year have been audited by the independent
registered public accounting firm appointed by the Merging Fund's Board of
Trustees. Such statements, as well as the unaudited, semi-annual financial
statements for the semi-annual period next succeeding the Merging 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 present fairly,
in all material respects, the financial condition of the Merging Fund as of
such date in accordance with GAAP;
(h) The Merging Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on its
statement of assets and liabilities as of the Merging Fund's most recently
completed fiscal year or half-year and those incurred in the ordinary course
of the Merging Fund's business as an investment company since such date;
(i) There are no material legal, administrative or other proceedings
pending or, to the knowledge of the Merging Fund, threatened against the
Merging Fund which assert liability or which may, if successfully prosecuted
to their conclusion, result in liability on the part of the Merging Fund,
other than as have been disclosed to the Surviving Fund;
(j) The registration statement filed by the Surviving Fund on Form N-14,
which includes, among other things, a proxy statement of the Merging Fund
and a prospectus of the Surviving Fund with respect to the transactions
contemplated herein (including the statement of additional information
incorporated by reference therein, the "Joint Proxy Statement/Prospectus"),
and any supplement or amendment thereto or to the documents included or
incorporated by reference therein (collectively, as so amended or
supplemented, the "N-14 Registration Statement"), on its effective date, at
the time of the shareholders meeting called to vote on the proposals set
forth in the Joint Proxy Statement/Prospectus and on the Closing Date,
insofar as it relates to the Merging Fund, (i) complied or will comply in
all material respects with the 1933 Act, the Securities Exchange Act of
1934, as amended (the "1934 Act"), and the 1940 Act and the rules and
regulations thereunder (ii) did not or will not contain any untrue statement
of a material fact or omit any material fact required to be stated therein
or necessary to make the
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statements therein not misleading; and the Joint Proxy Statement/Prospectus,
as of its date, at the time of the shareholders meeting called to vote on
the proposals set forth therein and on the Closing Date, insofar as it
relates to the Merging Fund, (i) complied or will comply in all material
respects with the 1933 Act, the 1934 Act and the 1940 Act and the rules and
regulations thereunder and (ii) did not or will not contain any untrue
statement of a material fact or omit 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; provided, however,
that the representations and warranties in this subsection shall apply only
to statements in or omissions from the N-14 Registration Statement or the
Joint Proxy Statement/Prospectus made in reliance upon and in conformity
with information furnished by the Merging Fund for use in the N-14
Registration Statement or the Joint Proxy Statement/Prospectus.
(k) On the Closing Date, all material Returns (as defined below) of the
Merging 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 Merging 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
Merging Fund or its assets resulting from the non-payment of any Taxes; no
waivers of the 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 Merging 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 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);
(l) The Merging 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 Merging 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. The Merging 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. In order to (A) ensure
continued qualification of the Merging Fund for treatment as a regulated
investment company for tax purposes and (B) eliminate any tax liability of
the Merging Fund arising by reason of undistributed investment
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company taxable income or net capital gain, the Merging Fund, before the
Closing Date, will declare on or prior to the Valuation Date to the
shareholders of the Merging Fund a dividend or dividends that, together with
all previous such dividends, shall have the effect of distributing (i) all
of Merging Fund's investment company taxable income for the taxable year
ended prior to the Closing Date and substantially all of such investment
company taxable income for the final taxable year ending on the Closing Date
(in each case determined without regard to any deductions for dividends
paid); (ii) all of Merging 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 final taxable year (in each case after
reduction for any capital loss carryover); and (iii) at least 90 percent of
the excess, if any, of the Merging Fund's interest income excludible from
gross income under Section 103(a) of the Code over its deductions disallowed
under Sections 265 and 171(a)(2) of the Code for the taxable year prior to
the Closing Date and at least 90 percent of such net tax-exempt income for
such final taxable year;
(m) 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 Board of Trustees of the Merging Fund and, subject
to the approval of the shareholders of the Funds and the due authorization,
execution and delivery of this Agreement by IAI, this Agreement will
constitute a valid and binding obligation of the Merging 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;
(n) All of the issued and outstanding Merging Fund Common Shares were
offered for sale and sold in conformity with all applicable federal and
state securities laws.
(o) The books and records of the Merging 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 Merging Fund;
(p) The Merging Fund 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;
(q) The Merging Fund has no unamortized or unpaid organizational fees or
expenses; and
(r) There are no material contracts outstanding to which the Merging Fund
is a party that have not been disclosed in the N-14 Registration Statement
or that will not otherwise be disclosed to the Surviving Fund prior to the
Closing Time.
4.2. Each Surviving Fund and Predecessor Surviving Fund represents and
warrants to the corresponding Merging Fund as follows:
(a) The Surviving Fund is duly formed as a statutory trust, validly
existing, and in good standing under the laws of the State of Delaware, with
power under its agreement and declaration of trust, as amended (the
"Agreement and Declaration of
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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 Surviving Fund is registered under the 1940 Act as a closed-end
management investment company, and such registration has not been revoked or
rescinded and is in full force and effect;
(c) No consent, approval, authorization, or order of any court,
governmental authority, FINRA or any stock exchange on which shares of the
Surviving Fund are listed is required for the consummation by the Surviving
Fund of the transactions contemplated herein, except such as have been or
will be obtained (at or prior to the Closing Time);
(d) The financial statements of the Surviving Fund for the Surviving
Fund's most recently completed fiscal year have been audited by the
independent registered public accounting firm appointed by the Surviving
Fund's Board of Trustees. Such statements, as well as the unaudited,
semi-annual financial statements for the semi-annual period next succeeding
the Surviving Fund's most recently completed fiscal year, if any, were
prepared in accordance with GAAP consistently applied, and such statements
present fairly, in all material respects, the financial condition of the
Surviving Fund as of such date in accordance with GAAP;
(e) The Surviving Fund has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on its
statement of assets and liabilities as of the Surviving Fund's most recently
completed fiscal year or half-year and those incurred in the ordinary course
of the Surviving Fund's business as an investment company since such date;
(f) There are no material legal, administrative or other proceedings
pending or, to the knowledge of Surviving Fund, threatened against Surviving
Fund which assert liability or which may, if successfully prosecuted to
their conclusion, result in liability on the part of Surviving Fund, other
than as have been disclosed to the Merging Fund;
(g) The N-14 Registration Statement, on its effective date, at the time
of the shareholders meeting called to vote on the proposals set forth in the
Joint Proxy Statement/Prospectus and on the Closing Date, (i) complied or
will comply in all material respects with the 1933 Act, the 1934 Act and the
1940 Act and the rules and regulations thereunder and (ii) did not or will
not contain any untrue statement of a material fact or omit any material
fact required to be stated therein or necessary to make the statements
therein not misleading; and the Joint Proxy Statement/Prospectus, as of its
date, at the time of the shareholders meeting called to vote on the
proposals set forth therein and on the Closing Date (i) complied or will
comply in all material respects with the 1933 Act, the 1934 Act and the 1940
Act and regulations thereunder and (ii) did not or will not contain any
untrue statement of a material fact or omit 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; provided, however,
that the representations and warranties in this subsection shall not apply
to statements in or omissions from the
9
N-14 Registration Statement or the Joint Proxy Statement/Prospectus made in
reliance upon and in conformity with information furnished by the Merging
Fund for use in the N-14 Registration Statement or the Joint Proxy
Statement/Prospectus;
(h) On the Closing Date, all material Returns of the Surviving 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 Surviving 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 Surviving 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; and adequate provision has been made in the Surviving Fund
financial statements for all Taxes in respect of all periods ended on or
before the date of such financial statements;
(i) The Surviving 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 Surviving 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. The Surviving 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;
(j) All issued and outstanding Surviving Fund shares are, and on the
Closing Date will be, duly authorized and validly issued and outstanding,
fully paid and non-assessable by the Surviving Fund and, in every state
where offered or sold, such offers and sales by the Surviving Fund 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 or exemptions therefrom, and there will be a sufficient
number of such shares registered under the 1933 Act or exempt from such
registration and, as may be necessary, with applicable state securities
commissions, to permit the issuances contemplated by this Agreement to be
consummated;
(k) 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 Board of Trustees of the Surviving Fund and subject
to the approval of the shareholders of the Funds and the due authorization,
execution and delivery of this Agreement by IAI, this Agreement will
constitute a valid and binding obligation of the Surviving 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;
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(l) The Surviving Fund Common Shares and Surviving Fund Preferred Shares
(if any) to be issued and delivered to the Merging Fund, for the account of
the Merging 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 shares of the Surviving Fund, and
will be fully paid and non-assessable by the Surviving Fund and no
shareholder of the Surviving Fund will have any preemptive right of
subscription or purchase in respect thereof;
(m) The books and records of the Surviving 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 Surviving Fund;
(n) The Surviving Fund 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
(o) The Surviving Fund has no unamortized or unpaid organizational fees
or expenses for which it does not expect to be reimbursed by Invesco or its
affiliates.
5. COVENANTS OF THE SURVIVING FUND AND THE MERGING FUND
5.1. With respect to each Merger:
(a) The Surviving Fund, the Merging Fund and the corresponding
Predecessor Funds 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 Merger, 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 Surviving Fund, the Merging Fund or the
corresponding Predecessor Fund, as appropriate, in the ordinary course in
all material respects.
(b) Each Fund and Predecessor Fund agrees to mail to its shareholders of
record entitled to vote at the meeting of shareholders at which action is to
be considered regarding this Agreement, in sufficient time to comply with
requirements as to notice thereof, the Joint Proxy Statement/Prospectus
applicable to such Fund, to call a meeting of such shareholders and to take
all other action necessary to obtain approval of the transactions
contemplated herein.
(c) The Merging Fund will provide the Surviving Fund with (1) a statement
of the respective tax basis and holding period of all investments to be
transferred by the Merging Fund to the Surviving 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 Merging Fund with
respect to each shareholder, for all
11
of the shareholders of record of the Merging Fund as of the close of
business on the Valuation Date, who are to become holders of the Surviving
Fund as a result of the transfer of Merging Fund Assets, certified by its
transfer agent or its President or Vice-President to the best of their
knowledge and belief, (3) the tax books and records of the Merging Fund for
purposes of preparing any Returns required by law to be filed for tax
periods ending after the Closing Date, and (4) if reasonably requested by
the Surviving Fund in writing, all FASB ASC 000-00-00 (formerly FIN 48) work
papers and supporting statements pertaining to the Merging Fund. The
foregoing information to be provided within such timeframes as is mutually
agreed by the parties. The Merging Fund agrees to cooperate with the
Surviving Fund in filing any Return, amended return or claim for refund,
determining a liability for taxes or a right to a refund of taxes or
participating in or conducting any audit or other proceeding in respect of
taxes. The Merging Fund agrees to retain for a period of seven (7) years
following the Closing Date all Returns and work papers and all material
records or other documents relating to tax matters for taxable periods
ending on or before the Closing Date.
(d) Subject to the provisions of this Agreement, the Surviving Fund, the
Merging Fund and the corresponding Predecessor Funds 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.
(e) It is the intention of the parties that each Merger will qualify as a
reorganization with the meaning of Section 368(a)(1)(A) of the Code. None of
the parties to a Merger 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 such Merger to
qualify as a reorganization within the meaning of Section 368(a)(1)(A) of
the Code.
(f) Any reporting responsibility of the Merging 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 SEC, 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 Merging Fund, except as otherwise is mutually agreed
by the parties.
(g) The Merging Fund undertakes that if the Merger is consummated, it
will file an application pursuant to Section 8(f) of the 1940 Act for an
order declaring that the Merging Fund has ceased to be a registered
investment company.
(h) The Surviving Fund and Predecessor Surviving Fund shall use their
reasonable best efforts to cause the Surviving Fund Common Shares to be
issued in the Merger to be approved for listing on each of the stock
exchanges on which the corresponding Merging Fund Common Shares are listed.
12
(i) If the Merging Fund has outstanding Merging Fund Preferred Shares,
the Surviving Fund shall use its reasonable best efforts to obtain a rating
on the Surviving Fund Preferred Shares from at least one nationally
recognized statistical rating organization ("NRSRO") and include in its
governing documents terms relating to the Surviving Fund Preferred Shares
that are either substantially the same as such terms included in the
Governing Documents of the Merging Fund in respect of the Merging Fund
Preferred Shares or substantially the same as such terms included in the
Merging Fund Governing Documents except for such changes as required by any
NRSRO rating the Surviving Fund Preferred Shares, prior to the Closing.
(j) If the Merging Fund has outstanding Merging Fund Preferred Shares or
the Surviving Fund has outstanding Surviving Fund Preferred Shares, the
combined Merging Fund and Surviving Fund will satisfy all of its obligations
set forth in the Surviving Fund's declaration of trust, statement of
preferences of the Surviving Fund Preferred Shares, registration rights
agreement relating to the Surviving Fund Preferred Shares and the Surviving
Fund Preferred Shares certificate (including, without limitation,
satisfaction of the effective leverage ratio and minimum asset coverage
covenants set forth in its statement of preferences) immediately after
Closing.
(k) If the Merging Fund has outstanding Merging Fund Preferred Shares or
the Surviving Fund has outstanding Surviving Fund Preferred Shares,
immediately after closing the Surviving Fund Preferred Shares shall be rated
at least AA-/Aa3 by each rating agency rating, at the request of the
Surviving Fund, the Surviving Fund Preferred Shares.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MERGING FUND
6.1. With respect to each Merger, the obligations of the Merging Fund to
consummate the transactions provided for herein shall be subject, at the
Merging Fund's election, to the performance by the Surviving Fund of all of the
obligations to be performed by it hereunder on or before the Closing Time, and,
in addition thereto, the following conditions:
(a) All representations and warranties of the Surviving Fund and the
Predecessor Surviving 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 Surviving Fund shall have delivered to the Merging 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
the Merging Fund and dated as of the Closing Date, to the effect that the
representations and warranties of or with respect to the Surviving Fund and
the Predecessor Surviving 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 Surviving Fund and the Predecessor Surviving Fund shall have
13
performed all of the covenants and complied with all of the provisions
required by this Agreement to be performed or complied with by the Surviving
Fund and the Predecessor Surviving Fund, on or before the Closing Date;
(d) If the Merging Fund has outstanding Merging Fund Preferred Shares,
the Surviving Fund shall have amended its governing documents to include
terms relating to the Surviving Fund Preferred Shares that are either
substantially identical to such terms included in the Governing Documents of
the Merging Fund in respect of the Merging Fund Preferred Shares or
substantially identical to such terms included in the Merging Fund Governing
Documents except for such changes as required by any NRSRO rating the
Surviving Fund Preferred Shares, and shall have obtained a rating on the
Surviving Fund Preferred Shares from at least one NRSRO;
(e) If the Surviving Fund has outstanding Surviving Fund Preferred
Shares, immediately prior to Closing, the Surviving Fund Preferred Shares
shall be rated at least AA-/Aa3 by each rating agency rating, at the request
of the Surviving Fund; the Surviving Fund Preferred Shares; and
(f) If the Surviving Fund has outstanding Surviving Fund Preferred
Shares, the Surviving Fund shall have satisfied all of its obligations set
forth in its declaration of trust, statement of preferences of the Surviving
Fund Preferred Shares, registration rights agreement relating to the
Surviving Fund Preferred Shares and the Surviving Fund Preferred Shares
certificate (including, without limitation, satisfaction of the effective
leverage ratio and minimum asset coverage covenants set forth in its
statement of preferences) immediately prior to Closing.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND
7.1. With respect to each Merger, the obligations of the Surviving Fund to
consummate the transactions provided for herein shall be subject, at the
Surviving Fund's election, to the performance by the Merging 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 Merging Fund and the
Predecessor Merging 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 Merging Fund shall have delivered an unaudited statement of
assets and liabilities and an unaudited schedule of investments as of the
Valuation Date (together the "Closing Financial Statements") for the purpose
of determining the number of Surviving Fund Common Shares and the number of
Surviving Fund Preferred Shares, if any, to be issued to the Merging Fund's
common shareholders and preferred shareholders, if any, and the Closing
Financial Statements will fairly present the financial position of the
Merging Fund as of the Valuation Date in conformity with GAAP applied on a
consistent basis;
14
(c) The Merging Fund shall have delivered to the Surviving 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
the Surviving Fund and dated as of the Closing Date, to the effect that the
representations and warranties of or with respect to the Merging Fund and
the Predecessor Merging 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;
(d) The Merging Fund and the Predecessor Merging 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 Merging
Fund and the Predecessor Merging Fund, on or before the Closing Date;
(e) The Merging Fund shall have declared and paid or cause to be 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 Merging Fund's investment company taxable income for
the taxable year ended prior to the Closing Date and substantially all of
such investment company taxable income for the final taxable year ending on
the Closing Date (in each case determined without regard to any deductions
for dividends paid); (ii) all of Merging 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 final taxable year (in each
case after reduction for any capital loss carryover); and (iii) at least 90
percent of the excess, if any, of the Merging Fund's interest income
excludible from gross income under Section 103(a) of the Code over its
deductions disallowed under Sections 265 and 171(a)(2) of the Code for the
taxable year prior to the Closing Date and at least 90 percent of such net
tax-exempt income for such final taxable year; and
(f) If the Merging Fund has outstanding Merging Fund Preferred Shares,
the Merging Fund shall have satisfied all of its obligations set forth in
its declaration of trust, statement of preferences of the Merging Fund
Preferred Shares, registration rights agreement relating to the Merging Fund
Preferred Shares and the Merging Fund Preferred Shares certificate
(including, without limitation, satisfaction of the effective leverage ratio
and minimum asset coverage covenants set forth in its statement of
preferences) immediately prior to Closing.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND AND THE
MERGING FUND
With respect to each Merger, if any of the conditions set forth below have
not been satisfied on or before the Closing Date with respect to the Merging
Fund or the Surviving Fund, the Merging Fund or the Surviving Fund,
respectively, shall, at its option, not be required to consummate the
transactions contemplated for such Merger by this Agreement:
8.1. The Agreement shall have been approved by the requisite vote of the
holders of the outstanding Common Shares and Preferred Shares of each Fund, as
set forth in the N-14 Registration Statement. Notwithstanding anything herein
to the contrary, neither the Merging
15
Fund nor the Surviving Fund may waive the conditions set forth in this
Section 8.1;
8.2. On the Closing Date, no action, suit or other proceeding shall be
pending or, to the Merging Fund's or the Surviving Fund'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;
8.3. All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities and national
securities exchanges for purposes of listing shares of the Funds, deemed
necessary by the Surviving Fund or the Merging 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 Surviving Fund or the Merging Fund, provided that either
party hereto may for itself waive any of such conditions;
8.4. 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 known to be contemplated under the 1933 Act; and
8.5. The Merging Fund and the Surviving Fund shall have received on or
before the Closing Date an opinion of Xxxxxxxx Ronon Xxxxxxx & Xxxxx, LLP
("Xxxxxxxx Ronon") in form and substance reasonably acceptable to the Merging
Fund and the Surviving Fund, as to the matters set forth on Schedule 8.5. In
rendering such opinion, Xxxxxxxx Ronon may request and rely upon
representations contained in certificates of officers of the Merging Fund, the
Surviving Fund, IAI and others, and the officers of the Merging Fund, the
Surviving Fund and IAI shall use their best efforts to make available such
truthful certificates.
8.6. If the Merging Fund has outstanding Merging Fund Preferred Shares, the
Merging Fund and the Surviving Fund shall have received on or before the
Closing Date an opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP ("Skadden")
in form and substance reasonably acceptable to the Merging Fund and the
Surviving Fund, as to the matters set forth on Schedule 8.6. In rendering such
opinion, Skadden may request and rely upon representations contained in
certificates of officers of the Merging Fund, the Surviving Fund, IAI and
others, and the officers of the Merging Fund, the Surviving Fund and IAI shall
use their best efforts to make available such truthful certificates.
8.7. The shareholders of each of the Merging Fund and the Surviving Fund
shall have approved the Redomestication of such fund to a Delaware statutory
trust, as described in the proxy materials related to such Redomestication
(including the N-14 Registration Statement), and each such Redomestication
shall have been consummated.
9. FEES AND EXPENSES
9.1. Each Fund will bear its expenses relating to its Merger provided that
1) the Fund is expected to recoup those costs within 24 months following the
Merger as a result of reduced total annual fund operating expenses based on
estimates prepared by the Adviser and discussed with the Board and 2) the
Fund's total annual fund operating expenses did not exceed the
16
expense limit under the expense limitation arrangement in place with IAI at the
time such expenses were discussed with the Board. The Fund will bear these
expenses regardless of whether its Merger is consummated, subject to any
expense limitation arrangement in place with IAI. IAI will bear the Merger
costs of any Fund that does not meet the foregoing threshold.
10. FINAL TAX RETURNS AND FORMS 1099 OF MERGING FUND
10.1. After the Closing Date, except as otherwise agreed to by the parties,
the Merging Fund shall or shall cause its agents to prepare any federal, state
or local tax Returns, including any Forms 1099, required to be filed by the
Merging Fund with respect to its final taxable year ending on the Closing Date
and for any prior periods or taxable years and shall further cause such tax
Returns and Forms 1099 to be duly filed with the appropriate taxing authorities.
11. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS
11.1. The representations, warranties and covenants of the Funds and IAI
contained in this Agreement or in any document delivered pursuant hereto or in
connection herewith shall not survive the consummation of the transactions
contemplated hereunder; provided that the covenants to be performed after the
Closing shall survive the Closing. The representations, warranties and
covenants of each Predecessor Fund contained in this Agreement or in any
document delivered pursuant hereto or in connection herewith shall not survive
the consummation of the Redomestication of such Predecessor Fund.
12. TERMINATION
With respect to each Merger, this Agreement may be terminated and the
transactions contemplated hereby may be abandoned (i) by mutual agreement of
the Merging Fund and the corresponding Surviving Fund, (ii) by the Merging Fund
if any condition of the Surviving Fund's obligations set forth in this
Agreement has not been fulfilled or waived by the Merging Fund, or (iii) by the
Surviving Fund if any condition of the Merging Fund's obligations set forth in
this Agreement has not been fulfilled or waived by the Surviving Fund,
notwithstanding approval thereof by such Funds' shareholders, if circumstances
should develop that, in such parties judgment, make proceeding with this
Agreement inadvisable.
13. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner as
may be mutually agreed upon in writing by the parties; provided, however, that
following the approval of this Agreement by shareholders of a Merging Fund
and/or its corresponding Surviving Fund, no such amendment may have the effect
of changing the provisions for determining the number of Surviving Fund shares
to be paid to that Merging Fund's shareholders under this Agreement to the
detriment of such Merging Fund shareholders or shall otherwise materially amend
the terms of this agreement without their further approval.
14. HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY
14.1. The Article and Section headings contained in this Agreement are for
reference
17
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
14.2. 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.
14.3. This Agreement shall bind and inure with respect to each Merger to the
benefit of the parties to the Merger and their respective successors and
assigns, but no assignment or transfer hereof or of any rights or obligations
hereunder shall be made by any such party without the written consent of the
other parties to such Merger. 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 with respect to such Merger and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
14.4. This agreement may be executed in any number of counterparts, each of
which shall be considered an original.
14.5. 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 shall
bind only the property of the applicable Merging Fund or the applicable
Surviving Fund as provided in the Governing Documents of the Merging Fund or
the Agreement and Declaration of Trust of the Surviving Fund, respectively. The
execution and delivery by such officers 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.
14.6. Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by fax or
certified mail addressed to the Merging Fund and the Surviving Fund, each at
0000 Xxxxxxxxx Xxxxxx, X.X. Xxxxxxx, XX 00000, Attention: Secretary, fax number
000-000-0000.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
approved on behalf of the Surviving Fund and Merging Fund.
INVESCO ADVISERS, INC. INVESCO VALUE MUNICIPAL INCOME TRUST,
INVESCO VALUE MUNICIPAL BOND TRUST,
By: /s/ Xxxx X. Xxxx INVESCO VALUE MUNICIPAL SECURITIES,
----------------------------- INVESCO VALUE MUNICIPAL TRUST,
Name: Xxxx X. Xxxx INVESCO MUNICIPAL INCOME
Title: Senior Vice President OPPORTUNITIES TRUST, INVESCO
MUNICIPAL INCOME OPPORTUNITIES TRUST
II, INVESCO MUNICIPAL INCOME
OPPORTUNITIES TRUST III, INVESCO
QUALITY MUNICIPAL INCOME TRUST,
INVESCO QUALITY MUNICIPAL INVESTMENT
TRUST, INVESCO QUALITY MUNICIPAL
SECURITIES, INVESCO XXX XXXXXX
CALIFORNIA VALUE MUNICIPAL INCOME
TRUST, INVESCO CALIFORNIA MUNICIPAL
18
INCOME TRUST, INVESCO CALIFORNIA QUALITY
MUNICIPAL SECURITIES, INVESCO CALIFORNIA
MUNICIPAL SECURITIES, INVESCO XXX XXXXXX
HIGH INCOME TRUST II, INVESCO HIGH YIELD
INVESTMENTS FUND, INC., INVESCO XXX XXXXXX
MUNICIPAL OPPORTUNITY TRUST, INVESCO
MUNICIPAL PREMIUM INCOME TRUST, INVESCO
XXX XXXXXX SELECT SECTOR MUNICIPAL TRUST,
INVESCO XXX XXXXXX TRUST FOR VALUE
MUNICIPALS, INVESCO XXX XXXXXX TRUST FOR
INVESTMENT GRADE NEW YORK MUNICIPALS,
INVESCO NEW YORK QUALITY MUNICIPAL
SECURITIES, INVESCO XXX XXXXXX MUNICIPAL
TRUST, INVESCO XXX XXXXXX MASSACHUSETTS
VALUE MUNICIPAL INCOME TRUST, INVESCO XXX
XXXXXX OHIO QUALITY MUNICIPAL TRUST, AND
INVESCO XXX XXXXXX TRUST FOR INVESTMENT
GRADE NEW JERSEY MUNICIPALS
By: /s/ Xxxx X. Xxxx
-----------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President
19
Sub-Item 77Q1(g)
EXHIBIT A
CHART OF MERGERS
SURVIVING FUND (AND SHARE CLASSES) CORRESPONDING MERGING FUND (AND SHARE CLASSES)
----------------------------------------------------- -------------------------------------------------
INVESCO VALUE MUNICIPAL INCOME TRUST INVESCO VALUE MUNICIPAL BOND TRUST
Common Shares Common Shares
Preferred Shares Preferred Shares
INVESCO VALUE MUNICIPAL INCOME TRUST INVESCO VALUE MUNICIPAL SECURITIES
Common Shares Common Shares
INVESCO VALUE MUNICIPAL INCOME TRUST INVESCO VALUE MUNICIPAL TRUST
Common Shares Common Shares
Preferred Shares Preferred Shares
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II
Common Shares Common Shares
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III
Common Shares Common Shares
INVESCO QUALITY MUNICIPAL INCOME TRUST INVESCO QUALITY MUNICIPAL INVESTMENT TRUST
Common Shares Common Shares
Preferred Shares Preferred Shares
INVESCO QUALITY MUNICIPAL INCOME TRUST INVESCO QUALITY MUNICIPAL SECURITIES
Common Shares Common Shares
Preferred Shares Preferred Shares
INVESCO XXX XXXXXX CALIFORNIA VALUE MUNICIPAL INCOME INVESCO CALIFORNIA MUNICIPAL INCOME TRUST
TRUST
Common Shares Common Shares
Preferred Shares Preferred Shares
INVESCO XXX XXXXXX CALIFORNIA VALUE MUNICIPAL INCOME INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES
TRUST
Common Shares Common Shares
Preferred Shares Preferred Shares
INVESCO XXX XXXXXX CALIFORNIA VALUE MUNICIPAL INCOME INVESCO CALIFORNIA MUNICIPAL SECURITIES
TRUST
Common Shares Common Shares
INVESCO XXX XXXXXX HIGH INCOME TRUST II INVESCO HIGH YIELD INVESTMENTS FUND, INC.
Common Shares Common Shares
INVESCO XXX XXXXXX MUNICIPAL OPPORTUNITY TRUST INVESCO MUNICIPAL PREMIUM INCOME TRUST
Common Shares Common Shares
Preferred Shares Preferred Shares
SURVIVING FUND (AND SHARE CLASSES) CORRESPONDING MERGING FUND (AND SHARE CLASSES)
------------------------------------------------------- --------------------------------------------------
INVESCO XXX XXXXXX MUNICIPAL OPPORTUNITY TRUST INVESCO XXX XXXXXX SELECT SECTOR MUNICIPAL TRUST
Common Shares Common Shares
Preferred Shares Preferred Shares
INVESCO XXX XXXXXX MUNICIPAL OPPORTUNITY TRUST INVESCO XXX XXXXXX TRUST FOR VALUE MUNICIPALS
Common Shares Common Shares
Preferred Shares Preferred Shares
INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE NEW YORK INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES
MUNICIPALS
Common Shares Common Shares
Preferred Shares Preferred Shares
INVESCO XXX XXXXXX MUNICIPAL TRUST INVESCO XXX XXXXXX MASSACHUSETTS VALUE MUNICIPAL
INCOME TRUST
Common Shares Common Shares
Preferred Shares Preferred Shares
INVESCO XXX XXXXXX MUNICIPAL TRUST INVESCO XXX XXXXXX OHIO QUALITY MUNICIPAL TRUST
Common Shares Common Shares
Preferred Shares Preferred Shares
INVESCO XXX XXXXXX MUNICIPAL TRUST INVESCO XXX XXXXXX TRUST FOR INVESTMENT GRADE NEW
JERSEY MUNICIPALS
Common Shares Common Shares
Preferred Shares Preferred Shares
21
SCHEDULE 8.5
TAX OPINION
(i) The acquisition by Surviving Fund of all of the assets of Merging Fund
in exchange for Surviving Fund shares and the assumption of the liabilities of
Merging Fund through a statutory merger will qualify as a reorganization within
the meaning of Section 368(a)(1)(A) of the Code and the Surviving Fund and
Merging Fund will each be a "party to a reorganization" within the meaning of
Section 368(b) of the Code.
(ii) No gain or loss will be recognized by Merging Fund on the transfer of
its assets to, and the assumption of Merging Fund liabilities by, Surviving
Fund in exchange for Surviving Fund shares pursuant to Sections 361(a) and
357(a) of the Code.
(iii) No gain or loss will be recognized by Surviving Fund on the receipt of
the Merging Fund assets in exchange for Surviving Fund shares and the
assumption by Surviving Fund of any liabilities of Merging Fund pursuant to
Section 1032(a) of the Code.
(iv) No gain or loss will be recognized by Merging Fund upon the
distribution of Surviving Fund shares to the shareholders of Merging Fund
pursuant to Section 361(c) of the Code.
(v) The tax basis of the Merging Fund assets received by the Surviving Fund
will be the same as the tax basis of such assets in the hands of the Merging
Fund immediately prior to the transfer pursuant to Section 362(b) of the Code.
(vi) The holding periods of the Merging Fund assets in the hands of the
Surviving Fund will include the periods during which such assets were held by
the Merging Fund pursuant to Section 1223(2) of the Code.
(vii) No gain or loss will be recognized by the shareholders of Merging Fund
on the receipt of Surviving Fund shares solely in exchange for Surviving Fund
shares pursuant to Section 354(a)(1) of the Code.
(viii) The aggregate tax basis in Surviving Fund shares received by a
shareholder of the Merging Fund will be the same as the aggregate tax basis of
Merging Fund shares surrendered in exchange therefor pursuant to
Section 358(a)(1) of the Code.
(ix) The holding period of Surviving Fund shares received by a shareholder
of the Merging Fund will include the holding period of the Merging Fund shares
surrendered in exchange therefor, provided that the shareholder held Merging
Fund shares as a capital asset on the Closing Date pursuant to Section 1223(1)
of the Code.
(x) For purposes of Section 381 of the Code, the Surviving Fund will succeed
to and take into account, as of the date of the transfer as defined in
Section 1.381(b)-1(b) of the income tax regulations issued by the United States
Department of the Treasury (the "Income Tax Regulations"), the items of the
Merging Fund described in Section 381(c) of the Code, subject to
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the conditions and limitations specified in Sections 381, 382, 383 and 384 of
the Code and the Income Tax Regulations thereunder.
The foregoing opinion may state that no opinion is expressed as to the
effect of the Merger on a Merging Fund, Surviving Fund or any Merging Fund
Shareholder with respect to any asset as to which unrealized gain or loss is
required to be recognized for federal income tax purposes at the end of a
taxable year (or on the termination or transfer thereof) under a xxxx-to-market
system of accounting.
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SCHEDULE 8.6
PREFERRED SHARE OPINION
The VMTP Shares issued by the Surviving Fund in the Merger in exchange for
Merging Fund VMTP Shares will be treated as equity of the Surviving Fund for
U.S. federal income tax purposes.
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