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:
DESCRIPTION OF THE REORGANIZATIONS
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.
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:
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.
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").
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."
As soon as is reasonably practicable after the Closing, the Target Fund
will distribute to its shareholders of record ("Target Fund Shareholders") the
shares of the Acquiring Fund of the corresponding class received by the Target
Fund pursuant to Section 1.2(a), as set forth in Exhibit A, on a pro rata basis
within that class, and without further notice the outstanding shares of the
Target Fund will be redeemed and cancelled as permitted by its charter and
applicable law, and the Target Fund will as promptly as practicable completely
liquidate and dissolve. Such distribution and liquidation will be accomplished,
with respect to each class of the Target Fund's shares, by the transfer of the
Acquiring Fund shares of the corresponding class then credited to
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the account of the Target Fund on the books of the Acquiring Fund to open
accounts on the share records of the Acquiring Fund in the names of the Target
Fund Shareholders of the class. The aggregate net asset value of the Acquiring
Fund shares to be so credited to the corresponding Target Fund Shareholders
shall be equal to the aggregate net asset value of the corresponding Target
Fund's shares owned by the Target Fund Shareholders on the Valuation Date. The
Acquiring Fund shall not issue certificates representing shares in connection
with such exchange.
Ownership of Acquiring Fund shares will be shown on its books, as such are
maintained by the Acquiring Fund's transfer agent.
VALUATION
With respect to each Reorganization:
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.
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.
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.
All computations of value shall be made by the Target Fund's designated
recordkeeping agent using the valuation procedures described in this Section 2
and shall be subject to review by the Acquiring Fund's recordkeeping agent and,
if requested by either the Target Entity or the Acquiring Entity, by the
independent registered public accountant of the requesting party.
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CLOSING AND CLOSING DATE
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.
With respect to each Reorganization:
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.
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.
At such time prior to the Closing Date as the parties mutually agree, the
Target Fund shall provide (i) instructions and related information to the
Acquiring Fund or its transfer agent with respect to the Target Fund
Shareholders, including names, addresses, dividend reinvestment elections and
tax withholding status of the Target Fund Shareholders as of the date agreed
upon (such information to be updated as of the Closing Date, as necessary) and
(ii) the information and documentation maintained by the Target Fund or its
agents relating to the identification and
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verification of the Target Fund Shareholders under the USA PATRIOT ACT and other
applicable anti-money laundering laws, rules and regulations (the "AML
Documentation") and such other information as the Acquiring Fund may reasonably
request. The Acquiring Fund and its transfer agent shall have no obligation to
inquire as to the validity, propriety or correctness of any such instruction,
information or documentation, but shall, in each case, assume that such
instruction, information or documentation is valid, proper, correct and
complete.
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.
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.
REPRESENTATIONS AND WARRANTIES
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:
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;
The Target Entity is a registered investment company classified as a
management company of the open-end type, and its registration with the U.S.
Securities and Exchange Commission (the "Commission") as an investment company
under the 1940 Act, and the registration of the shares of the Target Fund under
the Securities Act of 1933, as amended ("1933 Act"), are in full force and
effect;
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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;
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;
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;
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;
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;
Except as otherwise disclosed to and accepted, in writing, by or on behalf
of the Acquiring Fund, all material contracts or other commitments of the Target
Fund (other than this Agreement and certain investment contracts, including swap
agreements, options, futures and forward contracts) will terminate with respect
to the Target Fund without liability to the Target
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Fund or may otherwise be assigned to the Acquiring Fund without the payment of
any fee (penalty or otherwise) or acceleration of any obligations of the Target
Fund on or prior to the Closing Date;
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;
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;
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;
On the Closing Date, all material Returns (as defined below) of the Target
Fund required by law to have been filed by such date (including any extensions)
shall have been filed and are or will be true, correct and complete in all
material respects, and all Taxes (as defined below) shown as due or claimed to
be due by any government entity shall have been paid or provision has been made
for the payment thereof. To the Target Fund's knowledge, no such Return is
currently under audit by any Federal, state, local or foreign Tax authority; no
assessment has been asserted with respect to such Returns; there are no levies,
liens or other encumbrances on the Target Fund or its assets resulting from the
non-payment of any Taxes; no waivers of the
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time to assess any such Taxes are outstanding nor are any written requests for
such waivers pending; and adequate provision has been made in the Target Fund
financial statements for all Taxes in respect of all periods ended on or before
the date of such financial statements. As used in this Agreement, "Tax" or
"Taxes" means (i) any tax, governmental fee or other like assessment or charge
of any kind whatsoever (including, but not limited to, withholding on amounts
paid to or by any person), together with any interest, penalty, addition to tax
or additional amount imposed by any governmental authority (domestic or foreign)
responsible for the imposition of any such tax. "Return" means reports, returns,
information returns, elections, agreements, declarations, or other documents of
any nature or kind (including any attached schedules, supplements and additional
or supporting material) filed or required to be filed with respect to Taxes,
including any claim for refund, amended return or declaration of estimated Taxes
(and including any amendments with respect thereto);
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);
All issued and outstanding shares of the Target Fund are, and on the
Closing Date will be, duly and validly issued and outstanding, fully paid and
non-assessable by the Target Entity and, in every state where offered or sold,
such offers and sales have been in compliance in all material respects with
applicable registration and/or Notice requirements of the 1933 Act and state and
District of Columbia securities laws. All of the issued and outstanding shares
of the Target Fund will, at the time of Closing, be held by the persons and in
the amounts set forth in the records of
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the Target Transfer Agent, on behalf of the Target Fund. The Target Fund does
not have outstanding any options, warrants or other rights to subscribe for or
purchase any of the shares of the Target Fund, nor is there outstanding any
security convertible into any of the Target Fund's shares, except for the
automatic conversion right of holders of Class B and Class P shares, as
applicable, of the Target Fund to convert to Class A shares in accordance with
the terms set forth in the Target Fund's Prospectus and Statement of Additional
Information and Governing Documents;
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;
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;
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;
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
The Target Fund has no unamortized or unpaid organizational fees or
expenses.
Each Acquiring Entity, on behalf of the Acquiring Fund, represents and warrants
to its corresponding Target Entity and Target Fund as follows:
The Acquiring Fund is duly organized as a series of the Acquiring Entity,
which is a statutory trust duly formed, validly existing, and in good standing
under the laws of the State of Delaware, with power under its Amended and
Restated Agreement and Declaration of Trust or
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Second Amended and Restated Agreement and Declaration of Trust, as applicable,
in each case, as amended (the "Agreement and Declaration of Trust"), to own all
of its properties and assets and to carry on its business as it is now being,
and as it is contemplated to be, conducted and to enter into this Agreement and
perform its obligations hereunder;
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;
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;
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;
On the Closing Date, the Acquiring Fund will have no assets other than
nominal capital contributed by Invesco or its affiliates;
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;
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;
The Acquiring Fund is, and will be at the time of Closing, a new series
portfolio of the Acquiring Entity created within the last 12 months, without
assets (other than seed capital) or
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liabilities, formed for the purpose of receiving the Assets and assuming the
Liabilities of the Target Fund in connection with the Reorganization and,
accordingly, the Acquiring Fund has not prepared books of account and related
records or financial statements or issued any shares except those issued in a
private placement to Invesco or its affiliate to secure any required initial
shareholder approvals;
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;
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;
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;
The execution, delivery and performance of this Agreement will have been
duly authorized prior to the Closing Date by all necessary action, if any, on
the part of the trustees of the Acquiring Entity, on behalf of the Acquiring
Fund, and subject to the approval of shareholders of the Target Fund and the due
authorization, execution and delivery of the Agreement by the other parties
thereto, this Agreement will constitute a valid and binding obligation of the
Acquiring Fund, enforceable in accordance with its terms, subject, as to
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enforcement, to bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors' rights and to general equity
principles;
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;
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;
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
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.
COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND
With respect to each Reorganization:
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.
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").
The Target Entity will call a meeting of the shareholders of the Target
Fund to consider and act upon this Agreement and to take all other action
necessary to obtain approval of the
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transactions contemplated herein. The Target Entity shall, through its board of
directors/trustees, if considered by such director/trustees to be consistent
with their fiduciary obligations, recommend to the shareholders of the Target
Fund approval of this Agreement.
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.
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.
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.
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.
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.
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.
The Target Fund shall, from time to time, as and when reasonably requested
by the Acquiring Fund, execute and deliver or cause to be executed and delivered
all such assignments and other instruments, and will take or cause to be taken
such further action, as the Acquiring
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Fund may reasonably deem necessary or desirable in order to vest in and confirm
the Acquiring Fund's title to and possession of all the Assets and otherwise to
carry out the intent and purpose of this Agreement.
The Acquiring Fund will use all reasonable efforts to obtain the approvals
and authorizations required by the 1933 Act, the 1940 Act and such of the state
blue sky or securities laws as may be necessary in order to continue its
operations after the Closing Date.
(l) A statement of the earnings and profits (accumulated and current)
of the Target Fund for federal income tax purposes that will be carried
over to the Acquiring Fund as a result of Section 381 of the Code will be
provided to the Acquiring Fund prior to Closing if the Target Fund's most
recent fiscal year ended on or before December 31, 2009, otherwise within
ninety (90) days after the Closing Date.
(m) It is the intention of the parties that each Reorganization will
qualify as a reorganization with the meaning of Section 368(a) of the Code.
None of the parties to this Agreement shall take any action or cause any
action to be taken (including, without limitation the filing of any tax
return) that is inconsistent with such treatment or results in the failure
of a Reorganization to qualify as a reorganization with the meaning of
Section 368(a) of the Code.
(n) Any reporting responsibility of the Target Fund, including, but
not limited to, the responsibility for filing regulatory reports, tax
returns relating to tax periods ending on or prior to the Closing Date
(whether due before or after the Closing Date), or other documents with the
Commission, any state securities commission, and any Federal, state or
local tax authorities or any other relevant regulatory authority, is and
shall remain the responsibility of the Target Fund.
(o) On or prior to the signing of this Agreement or within twenty (20)
business days thereafter, the Target Fund shall have delivered to the
Acquiring Fund copies of: (1) the federal, state and local income tax
returns filed by or on behalf of the Target Fund for the prior three (3)
taxable years; (2) any of the following that have been issued to or for the
benefit of or that otherwise affect the Target Fund and which have
continuing relevance: (a) rulings, determinations, holdings or opinions
issued by any federal, state, local or foreign tax authority and (b) legal
opinions; and (3) any organizational documents, including without
limitation, the declarations of trust, articles of incorporation and
bylaws, together with the board meeting minutes and consent of directors or
trustees and shareholders with respect to any wholly-owned subsidiaries of
the Target Fund.
(p) The contingent deferred sales charge ("CDSC") applicable to Class
B and Class C shares of the Acquiring Fund issued in connection with the
Reorganization will be calculated based on the CDSC schedule of Class B and
Class C shares, respectively, of the Target Fund and, for purposes of
calculating the CDSC, recipients of such Class B and Class C shares of the
Acquiring Fund shall be deemed to have acquired such shares
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on the date(s) that the corresponding shares of the Target Fund were
acquired by the shareholder.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND
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:
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;
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;
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;
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
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;
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(iii) The Agreement has been duly authorized by the Acquiring
Entity on behalf of the Acquiring Fund and, assuming due authorization,
execution and delivery of the Agreement by the Target Entity, the Target
Fund, MSIM, MSIA and VKAM, is a valid and binding obligation of the
Acquiring Entity, on behalf of the Acquiring Fund, enforceable against it
in accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, fraudulent conveyance, reorganization, receivership, moratorium
and other similar laws relating to or affecting creditors' rights
generally, general equity principles (whether considered in a proceeding in
equity or at law) and to an implied covenant of good faith and fair
dealing;
(iv) The Acquiring Fund shares to be issued to the Target Fund
Shareholders as provided by this Agreement are duly authorized, upon such
delivery will be validly issued and upon receipt of the Target Fund's
Assets will be fully paid and non-assessable by the Acquiring Entity and no
shareholder of an Acquiring Fund has any preemptive rights to subscription
or purchase in respect thereof; and
(v) The execution and delivery of the Agreement did not, and the
consummation of the transactions contemplated hereby will not, result in a
violation of the Acquiring Entity's Agreement and Declaration of Trust or
By-Laws or a breach or default under any agreement pertaining to the
Acquiring Fund identified as an exhibit in Part C of the registration
statement on Form N-1A last filed by Acquiring Entity or, to the knowledge
of such counsel, result in the acceleration of any obligation or the
imposition of any penalty under any such agreement.
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
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:
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;
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;
The Target Entity shall have delivered to the Acquiring Entity on the
Closing Date a certificate executed in its name by its President or Vice
President and Treasurer, in form and substance satisfactory to the Acquiring
Fund and dated as of the Closing Date, to the effect that
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the representations and warranties of or with respect to the Target Fund made in
this Agreement are true and correct at and as of the Closing Date, except as
they may be affected by the transactions contemplated by this Agreement, and as
to such other matters as the Acquiring Fund shall reasonably request;
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;
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;
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;
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
The Acquiring Entity shall have received on the Closing Date the opinion of
_________________, counsel to the Target Entity (which may rely on certificates
of officers or directors/trustees of the Target Entity), covering the following
points:
(i) The Target Entity is an entity of the type as set forth on
Exhibit B, duly organized, incorporated or formed, validly existing and in
good standing under the laws of the jurisdiction in which the Target Entity
was organized, incorporated or formed, as set forth on Exhibit B, and has
the corporate or trust power, as applicable, to own all of Target Fund's
properties and assets, and to conduct its business, including that of the
Target Fund, as described in its organizational documents or in the most
recently filed registration statement of the Target Fund;
(ii) The Target Entity is a registered investment company
classified as a management company of the open-end type with respect to
itself and, if applicable, each series of shares it offers, including the
Target Fund, under the 1940 Act, and its
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registration with the Commission as an investment company under the 1940
Act is in full force and effect;
(iii) The Agreement has been duly authorized by the Target Entity
on behalf of Target Fund and, assuming due authorization, execution and
delivery of the Agreement by the Acquiring Entity and the Acquiring Fund,
is a valid and binding obligation of the Target Entity, on behalf of the
Target Fund, enforceable against the Target Entity in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent
conveyance, reorganization, receivership, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equity
principles (whether considered in a proceeding in equity or at law) and to
an implied covenant of good faith and fair dealing; and
(iv) The execution and delivery of the Agreement did not, and the
consummation of the transactions contemplated hereby will not, result in a
violation of, as appropriate, the Target Entity's Governing Documents or a
breach or default under any agreement pertaining to the Target Fund
identified as an exhibit in Part C of the registration statement on Form
N-1A last filed by Target Entity or, to the knowledge of such counsel,
result in the acceleration of any obligation or the imposition of any
penalty under any such agreement.
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:
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;
The Agreement and transactions contemplated herein shall have been approved by
the board of directors/trustees of the Target Entity and the board of trustees
of the Acquiring Entity and each party shall have delivered to the other party a
copy of the resolutions approving this Agreement and the transactions
contemplated in connection herewith adopted by such party's board of
directors/trustees, certified by the secretary or equivalent officer.
Notwithstanding anything herein to the contrary, neither the Target Fund nor the
Acquiring Fund may waive the conditions set forth in this Section 8.2;
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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;
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;
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;
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
The MS/Invesco Transaction contemplated by the Transaction Agreement shall have
been consummated.
BROKERAGE FEES AND EXPENSES
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.
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.
COOPERATION AND EXCHANGE OF INFORMATION
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With respect to each Reorganization, prior to the Closing and for a
reasonable time thereafter, the Target Entity and the corresponding Acquiring
Entity will provide each other and their respective representatives with such
cooperation, assistance and information as is reasonably necessary (i) for the
filing of any Tax Return, for the preparation for any audit, and for the
prosecution or defense of any claim, suit or proceeding relating to any proposed
adjustment, or (ii) for any financial accounting purpose. Each such party or
their respective agents will retain until the applicable period for assessment
under applicable Law (giving effect to any and all extensions or waivers) has
expired all returns, schedules and work papers and all material records or other
documents relating to Tax matters and financial reporting of tax positions of
the Target Fund and the Acquiring Fund for its taxable period first ending after
the Closing of the applicable Reorganization and for all prior taxable periods
for which the statute of limitation had not run at the time of the Closing,
provided that a Target Entity shall not be required to maintain any such
documents that it has delivered to the Acquiring Fund.
INDEMNIFICATION
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.
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.
ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS
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.
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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.
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.
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
HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY
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.
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.
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.
This agreement may be executed in any number of counterparts, each of which
shall be considered an original.
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 SERIES IDENTIFIED ON EXHIBIT A HERETO
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 INVESTMENT FUNDS, ON BEHALF OF AIM INVESTMENT SECURITIES FUNDS, ON
ITS SERIES IDENTIFIED ON EXHIBIT BEHALF OF ITS SERIES IDENTIFIED ON
A 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 ITS
SERIES IDENTIFIED ON EXHIBIT A HERETO 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
Executive Officer Officer
XXXXXX XXXXXXX CONVERTIBLE SECURITIES XXXXXX XXXXXXX DIVIDEND GROWTH
TRUST, ON BEHALF OF ITS SERIES SECURITIES 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
Executive Officer Officer
XXXXXX XXXXXXX EQUALLY-WEIGHTED XXXXXX XXXXXXX FUNDAMENTAL VALUE FUND,
S&P 500 FUND, 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
Executive Officer Officer
XXXXXX XXXXXXX FX SERIES FUNDS, ON XXXXXX XXXXXXX GLOBAL ADVANTAGE FUND, ON
BEHALF OF ITS SERIES IDENTIFIED 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
Executive Officer Officer
XXXXXX XXXXXXX GLOBAL DIVIDEND GROWTH XXXXXX XXXXXXX HEALTH SCIENCES TRUST, ON
SECURITIES, 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
Executive Officer Officer
XXXXXX XXXXXXX HIGH YIELD SECURITIES XXXXXX XXXXXXX INSTITUTIONAL FUND, INC.,
INC., 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
Executive Officer 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
Executive Officer Officer
XXXXXX XXXXXXX PACIFIC GROWTH FUND XXXXXX XXXXXXX NEW YORK TAX-FREE INCOME
INC., ON BEHALF OF ITS SERIES FUND, ON BEHALF OF ITS SERIES IDENTIFIED
IDENTIFIED ON EXHIBIT A HERETO 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
Executive Officer Officer
XXXXXX XXXXXXX SELECT DIMENSIONS XXXXXX XXXXXXX S&P 500 INDEX FUND,
INVESTMENT SERIES, ON BEHALF OF ITS ON 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
Executive Officer Officer
XXXXXX XXXXXXX SMALL-MID SPECIAL XXXXXX XXXXXXX SERIES FUNDS, ON BEHALF
VALUE FUND, ON BEHALF OF ITS SERIES OF ITS SERIES IDENTIFIED ON EXHIBIT A
IDENTIFIED ON EXHIBIT A HERETO HERETO
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
--------------------------------- ------------------------------------
Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President and Principal Title: President and Principal Executive
Executive Officer 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
Executive Officer 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
Executive Officer 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
Executive Officer 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
Executive Officer 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 III
--------------------------------- ------------------------------------
Name: Xxxxxx X. Xxxx III Name: Xxxxxx X. Xxxx III
Title: President and Principal Title: President and Principal Executive
Executive Officer Officer
XXX XXXXXX EQUITY TRUST, ON BEHALF OF XXX XXXXXX EQUITY TRUST II, ON BEHALF OF
ITS SERIES IDENTIFIED ON EXHIBIT A 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
Executive Officer 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
Executive Officer 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
Executive Officer 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
Executive Officer Officer
XXX XXXXXX PENNSYLVANIA TAX FREE XXX XXXXXX REAL ESTATE SECURITIES FUND,
INCOME FUND, ON BEHALF OF ITS SERIES ON 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
Executive Officer Officer
XXX XXXXXX SERIES FUND, INC., ON XXX XXXXXX TAX-EXEMPT TRUST, ON BEHALF
BEHALF OF ITS SERIES IDENTIFIED ON OF ITS SERIES IDENTIFIED ON EXHIBIT A
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
Executive Officer 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
Executive Officer Officer
XXX XXXXXX U.S. GOVERNMENT TRUST, ON
XXX XXXXXX TRUST II, ON BEHALF OF ITS BEHALF OF ITS SERIES IDENTIFIED ON
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
Executive Officer 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
ACQUIRING ENTITY CLASSES) AND TARGET ENTITY
-------------------------------------- ------------------------------------
AIM COUNSELOR SERIES TRUST
Invesco Balanced Fund, a series of AIM Counselor Xxxxxx Xxxxxxx Balanced Fund
Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco California Tax-Free Income Fund, a series Xxxxxx Xxxxxxx California Tax-Free Income Fund
of AIM Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Dividend Growth Securities Fund, a series Xxxxxx Xxxxxxx Dividend Growth Securities Inc.
of AIM Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Equally-Weighted S&P 500 Fund, a series Xxxxxx Xxxxxxx Equally-Weighted S&P 500 Fund
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
Class A Class W
Invesco Fundamental Value Fund, a series of AIM Xxxxxx Xxxxxxx Fundamental Value Fund
Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Large Cap Relative Value Fund, a series Large Cap Relative Value Portfolio, a series of
of AIM Counselor Series Trust Xxxxxx Xxxxxxx Institutional Fund, Inc.
Class Y Class I
Class A Class P
Invesco New York Tax-Free Income Fund, a series Xxxxxx Xxxxxxx New York Tax-Free Income Fund
of AIM Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco S&P 500 Index Fund, a series of AIM Xxxxxx Xxxxxxx S&P 500 Index Fund
Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx American Franchise Fund, a Xxx Xxxxxx American Franchise Fund, a series of
series of AIM Counselor Series Trust Xxx Xxxxxx Equity Trust II
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Core Equity Fund, a series of Xxx Xxxxxx Core Equity Fund, a series of Van
AIM Counselor Series Trust Kampen Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco Xxx Xxxxxx Equity and Income Fund, a Xxx Xxxxxx Equity and Income Fund
series of AIM Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco Xxx Xxxxxx Equity Premium Income Fund, a Xxx Xxxxxx Equity Premium Income Fund, a series
series of AIM Counselor Series Trust 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 Growth and Income Fund, a Xxx Xxxxxx Growth and Income Fund
series of AIM Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco Xxx Xxxxxx Pennsylvania Tax Free Income Xxx Xxxxxx Pennsylvania Tax Free Income Fund
Fund, a series of AIM Counselor Series Trust
Class A Class A
Class B Class B
Class C Class C
Invesco Xxx Xxxxxx Small Cap Growth Fund, a Xxx Xxxxxx Small Cap Growth Fund, a series of Van
series of AIM Counselor Series Trust Kampen Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
AIM GROWTH SERIES
Invesco Convertible Securities Fund, a series of Xxxxxx Xxxxxxx Convertible Securities Trust
AIM Growth Series
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Asset Allocation Conservative Xxx Xxxxxx Asset Allocation Conservative Fund, a
Fund, a series of AIM Growth Series 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 Growth Fund, Xxx Xxxxxx Asset Allocation Growth Fund, a series
a series of AIM Growth 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 Moderate Xxx Xxxxxx Asset Allocation Moderate Fund, a
Fund, a series of AIM Growth Series 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 Harbor Fund, a series of AIM Xxx Xxxxxx Harbor Fund
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 of AIM Xxx Xxxxxx Leaders Fund, a series of Xxx Xxxxxx
Growth Series Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Real Estate Securities Fund, a Xxx Xxxxxx Real Estate Securities Fund
series of AIM Growth Series
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx U.S. Mortgage Fund, a series Xxx Xxxxxx U.S. Mortgage Fund, a series of Van
of AIM Growth Series Kampen U.S. Government Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
AIM INVESTMENT FUNDS
Invesco Alternative Opportunities Fund, a series Xxxxxx Xxxxxxx Alternative Opportunities Fund, a
of AIM Investment Funds 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 series of Xxxxxx Xxxxxxx Commodities Alpha Fund, a series
AIM Investment Funds 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 series of The FX Alpha Plus Strategy Portfolio, a series of
AIM Investment Funds 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 of AIM The FX Alpha Strategy Portfolio, a series of
Investment Funds 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 AIM Xxxxxx Xxxxxxx Global Advantage Fund
Investment Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Global Dividend Growth Securities Fund, a Xxxxxx Xxxxxxx Global Dividend Growth Securities
series of AIM Investment Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Health Sciences Fund, a series of AIM Xxxxxx Xxxxxxx Health Sciences Trust
Investment Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco International Growth Equity Fund, a International Growth Equity Portfolio, a series
series of AIM Investment Funds of Xxxxxx Xxxxxxx Institutional Fund, Inc.
Class Y Class I
Class A Class P
Invesco Pacific Growth Fund, a series of AIM Xxxxxx Xxxxxxx Pacific Growth Fund Inc.
Investment Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Class A Class W
Invesco Xxx Xxxxxx Emerging Markets Fund, a Xxx Xxxxxx Emerging Markets Fund, a series of Van
series of AIM Investment Funds Kampen Series Fund, Inc.
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Global Bond Fund, a series of Xxx Xxxxxx Global Bond Fund, a series of Van
AIM Investment Funds Kampen Trust II
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco Xxx Xxxxxx Global Equity Allocation Fund, Xxx Xxxxxx Global Equity Allocation 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 Franchise Fund, a Xxx Xxxxxx Global Franchise Fund, a series of Van
series of AIM Investment Funds Kampen Series Fund, Inc.
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Global Tactical Asset Xxx Xxxxxx Global Tactical Asset Allocation Fund,
Allocation Fund, a series of AIM Investment Funds a series 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 International Advantage Fund, Xxx Xxxxxx International Advantage Fund, a series
a series of AIM Investment Funds 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 Fund, a Xxx Xxxxxx International Growth Fund, a series of
series of AIM Investment Funds 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 series of Xxxxxx Xxxxxxx High Yield Securities Inc.
AIM Investment Securities Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Core Plus Fixed Income Fund, a Xxx Xxxxxx Core Plus Fixed Income Fund, a series
series of AIM Investment Securities Funds of Xxx Xxxxxx Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Corporate Bond Fund, a series Xxx Xxxxxx Corporate Bond Fund
of AIM Investment Securities Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Government Securities Fund, a Xxx Xxxxxx Government Securities Fund
series of AIM Investment Securities Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx High Yield Fund, a series of Xxx Xxxxxx High Yield Fund
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 Fund, a Xxx Xxxxxx Limited Duration Fund
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 AIM Xxxxxx Xxxxxxx Mid-Cap Value Fund
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 series of Xxxxxx Xxxxxxx Small-Mid Special Value Fund
AIM Sector Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Special Value Fund, a series of AIM Xxxxxx Xxxxxxx Special Value Fund
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 of AIM Xxxxxx Xxxxxxx Technology Fund
Sector Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco U.S. Mid Cap Value Fund, a series of AIM U.S. Mid Cap Value Portfolio, a series of Xxxxxx
Sector Funds Xxxxxxx Institutional Fund Trust
Class Y Class I
Class Y Investment Class
Class A Class P
Invesco U.S. Small Cap Value Fund, a series of U.S. Small Cap Value Portfolio, a series of
AIM Sector Funds Xxxxxx Xxxxxxx Institutional Fund Trust
Class Y Class I
Class A Class P
Invesco U.S. Small/Mid Cap Value Fund, a series U.S. Small/Mid Cap Value Portfolio, a series of
of AIM Sector Funds Xxxxxx Xxxxxxx Institutional Fund, Inc.
Class Y Class I
Class A Class P
Invesco Value Fund, a series of AIM Sector Funds Xxxxxx Xxxxxxx Value Fund
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Value II Fund, a series of AIM Sector Value Portfolio, a series of Xxxxxx Xxxxxxx
Funds Institutional Fund Trust
Class Y Class I
Class A Class P
Invesco Xxx Xxxxxx American Value Fund, a series Xxx Xxxxxx American Value Fund, a series of Van
of AIM Sector Funds Kampen Series Fund, Inc.
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco Xxx Xxxxxx Capital Growth Fund, a series Xxx Xxxxxx Capital Growth Fund
of AIM Sector Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco Xxx Xxxxxx Xxxxxxxx Fund, a series of AIM Xxx Xxxxxx Xxxxxxxx Fund
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 series of Xxx Xxxxxx Enterprise Fund
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 series Xxx Xxxxxx Mid Cap Growth Fund, a series of Van
of AIM Sector Funds Kampen Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Class R Class R
Invesco Xxx Xxxxxx Small Cap Value Fund, a series Xxx Xxxxxx Small Cap Value Fund, a series of Van
of AIM Sector Funds Kampen Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Technology Fund, a series of Xxx Xxxxxx Technology Fund, a series of Van
AIM Sector Funds Kampen Equity Trust II
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Utility Fund, a series of AIM Xxx Xxxxxx Utility Fund, a series of Xxx Xxxxxx
Sector Funds Equity Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx Value Opportunities Fund, a Xxx Xxxxxx Value Opportunities Fund, a series of
series of AIM Sector Funds 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 Xxxxxxx
Tax-Exempt Funds Institutional Fund Trust
Class A Class H
Class Y Class I
Class A Class L
Class A Class P
Invesco Tax-Exempt Securities Fund, a series of Xxxxxx Xxxxxxx Tax-Exempt Securities Trust
AIM Tax-Exempt Funds
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx California Insured Tax Free Xxx Xxxxxx California Insured Tax Free Fund, a
Fund, 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 High Yield Municipal Fund, a Xxx Xxxxxx High Yield Municipal Fund, a series of
series of AIM Tax-Exempt Funds 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 Fund, Xxx Xxxxxx Insured Tax Free Income Fund, a series
a series of AIM Tax-Exempt Funds 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 Municipal Xxx Xxxxxx Intermediate Term Municipal Income
Income Fund, a series of AIM Tax-Exempt Funds Fund, 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 Municipal Income Fund, a Xxx Xxxxxx Municipal Income Fund, a series of Van
series of AIM Tax-Exempt Funds Kampen Tax Free Trust
Class A Class A
Class B Class B
Class C Class C
Class Y Class I
Invesco Xxx Xxxxxx New York Tax Free Income Fund, Xxx Xxxxxx New York Tax Free 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
AIM VARIABLE INSURANCE FUNDS
Invesco V.I. Dividend Growth Fund, a series of The Dividend Growth Portfolio, a series of Xxxxxx
AIM Variable Insurance Funds Xxxxxxx Variable Investment Series
Series I Class X
Series II Class Y
Invesco V.I. Global Dividend Growth Fund, a The Global Dividend Growth Portfolio, a series of
series of AIM Variable Insurance Funds Xxxxxx Xxxxxxx Variable Investment Series
Series I Class X
Series II Class Y
Invesco V.I. High Yield Fund, a series of AIM The High Yield Portfolio, a series of Xxxxxx
Variable Insurance Funds Xxxxxxx Variable Investment Series
Series I Class X
Series II Class Y
Invesco V.I. Income Builder Fund, a series of AIM The Income Builder Portfolio, a series of Xxxxxx
Variable Insurance Funds Xxxxxxx Variable Investment Series
Series I Class X
Series II Class Y
Invesco V.I. S&P 500 Index Fund, a series of AIM The S&P 500 Index Portfolio, a series of Xxxxxx
Variable Insurance Funds Xxxxxxx Variable Investment Series
Series I Class X
Series II Class Y
Invesco V.I. Select Dimensions Balanced Fund, a The Balanced Portfolio, a series of Xxxxxx
series of AIM Variable Insurance Funds Xxxxxxx Select Dimensions Investment Series
Series I Class X
Series II Class Y
Invesco V.I. Select Dimensions Dividend Growth The Dividend Growth Portfolio, a series of Xxxxxx
Fund, a series of AIM Variable Insurance Funds Xxxxxxx Select Dimensions Investment Series
Series I Class X
Series II Class Y
Invesco V.I. Selection Dimensions The Equally-Weighted S&P 500 Portfolio, a series
Equally-Weighted S&P 500 Fund, a series of AIM of Xxxxxx Xxxxxxx Select Dimensions Investment
Variable Insurance Funds Series
Series I Class X
Series II Class Y
Invesco Xxx Xxxxxx V.I. Capital Growth Fund, a Xxx Xxxxxx Life Investment Trust Capital Growth
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. Xxxxxxxx Fund, a series Xxx Xxxxxx Life Investment Trust Xxxxxxxx
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 Fund, a Equity and Income Portfolio, a series of The
series of AIM Variable Insurance Funds Universal Institutional Funds, Inc.
Series II Class II
Invesco Xxx Xxxxxx V.I. Global Tactical Asset Xxx Xxxxxx Life Investment Trust Global Tactical
Allocation Fund, a series of AIM Variable Asset Allocation Portfolio, a series of Van
Insurance Funds Kampen Life Investment Trust
Series I Class I
Series II Class II
Invesco Xxx Xxxxxx V.I. Global Value Equity Fund, Global Value Equity Portfolio, a series of The
a series of AIM Variable Insurance Funds Universal Institutional Funds, Inc.
Series I Class I
Invesco Xxx Xxxxxx V.I. Government Fund, a series Xxx Xxxxxx Life Investment Trust Government
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. Growth and Income Fund, a Xxx Xxxxxx Life Investment Trust Growth and
series of AIM Variable Insurance Funds Income Portfolio, a series of Xxx Xxxxxx Life
Investment Trust
Series I Class I
Series II Class II
Invesco Xxx Xxxxxx V.I. High Yield Fund, a series High Yield Portfolio, a series of The Universal
of AIM Variable Insurance Funds Institutional Funds, Inc.
Series I Class I
Invesco Xxx Xxxxxx V.I. International Growth International Growth Equity Portfolio, a series
Equity Fund, a series of AIM Variable Insurance of The Universal Institutional Funds, Inc.
Funds
Series II Class II
Invesco Xxx Xxxxxx V.I. Mid Cap Growth Fund, a Xxx Xxxxxx Life Investment Trust Mid Cap Growth
series of AIM Variable Insurance Funds Portfolio, a series of Xxx Xxxxxx Life Investment
Trust
Series II Class II
Invesco Xxx Xxxxxx V.I. Mid Cap Value Fund, a U.S. Mid Cap Value Portfolio, a series of The
series of AIM Variable Insurance Funds Universal Institutional Funds, Inc.
Series I Class I
Series II Class II
Invesco Xxx Xxxxxx V.I. Value Fund, a series of Value Portfolio, a series of The Universal
AIM Variable Insurance Funds Institutional Funds, Inc.
Series I Class I
EXHIBIT B
ORGANIZATIONAL FORM AND JURISDICTIONS OF EACH TARGET ENTITY
TARGET ENTITY JURISDICTION WHERE ORGANIZED FORM OF ORGANIZATION
------------- ---------------------------- --------------------
Xxxxxx Xxxxxxx Balanced Fund Massachusetts Business trust
Xxxxxx Xxxxxxx California Tax-Free Massachusetts Business trust
Income Fund
Xxxxxx Xxxxxxx Convertible Securities Massachusetts Business trust
Trust
Xxxxxx Xxxxxxx Dividend Growth Maryland Corporation
Securities Inc.
Xxxxxx Xxxxxxx Equally-Weighted S&P Massachusetts Business trust
500 Fund
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 Massachusetts Business trust
Securities
Xxxxxx Xxxxxxx Health Sciences Trust Massachusetts Business trust
Xxxxxx Xxxxxxx High Yield Securities Maryland Corporation
Inc.
Xxxxxx Xxxxxxx Institutional Fund, Maryland Corporation
Inc.
Xxxxxx Xxxxxxx Institutional Fund Pennsylvania Business trust
Trust
Xxxxxx Xxxxxxx Mid-Cap Value Fund Massachusetts Business trust
Xxxxxx Xxxxxxx New York Tax-Free Massachusetts Business trust
Income Fund
Xxxxxx Xxxxxxx Pacific Growth Fund Maryland Corporation
Inc.
Xxxxxx Xxxxxxx S&P 500 Index Fund Massachusetts Business trust
Xxxxxx Xxxxxxx Select Dimensions Massachusetts Business trust
Investment Series
Xxxxxx Xxxxxxx Series Funds Massachusetts Business trust
Xxxxxx Xxxxxxx Small-Mid Special Massachusetts Business trust
Value Fund
Xxxxxx Xxxxxxx Special Value Fund Massachusetts Business trust
Xxxxxx Xxxxxxx Tax-Exempt Securities Massachusetts Business trust
Trust
Xxxxxx Xxxxxxx Technology Fund Massachusetts Business trust
Xxxxxx Xxxxxxx Value Fund Massachusetts Business trust
Xxxxxx Xxxxxxx Variable Investment Massachusetts Business trust
Series
The Universal Institutional Funds, Maryland Corporation
Inc.
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 Pennsylvania Common law trust
Income Fund
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.
