nv14
As
filed with the Securities and Exchange Commission on January 11, 2010
Securities Act Registration No. __________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Pre-effective Amendment
No. _____
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Post-effective Amendment
No. _____ |
(Check appropriate box or boxes)
AIM INVESTMENT SECURITIES FUNDS
(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza, Suite 100
Houston, TX 77046
(Address of Principal Executive Offices)
(713) 626-1919
(Registrants Telephone Number, including Area Code)
John M. Zerr, Esquire
11 Greenway Plaza, Suite 100, Houston, TX 77046
(Name and Address of Agent for Service of Process)
With Copies to:
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MELANIE RINGOLD, ESQUIRE
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E. CAROLAN BERKLEY, ESQUIRE |
Invesco Advisers, Inc.
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Stradley Ronon Stevens and Young, LLP |
11 Greenway Plaza, Suite 100
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2600 One Commerce Square |
Houston, TX 77046
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Philadelphia, PA 19103 |
Approximate Date of Proposed Public Offering: As soon as practicable after the
Registration Statement becomes effective under the Securities Act of 1933.
It
is proposed that this filing will become effective on February 10, 2010, pursuant to Rule
488 under the Securities Act of 1933, as amended.
The title of the securities being registered are Class A5, Class B5 and Class C5 shares of AIM
Money Market Fund.
No filing fee is due in reliance on Section 24(f) of the Investment Company Act of 1940.
VAN KAMPEN MONEY MARKET FUND
VAN KAMPEN TAX FREE MONEY FUND
522 Fifth Avenue
New York, New York 10036
(800) 231-2808
[ ], 2010
Dear Shareholder:
A joint special meeting (the Meeting) of the shareholders of Van Kampen Money Market Fund
and Van Kampen Tax Free Money Fund (each, a VK Fund and collectively, the VK Funds) will be
held at ___ [a.m./p.m.] at the offices of [______] on [______], 2010. The purpose of the
Meeting is to vote on an important proposal that affects the VK Funds and your investment in one or
both of them.
On October 19, 2009, Morgan Stanley entered into an agreement to sell most of its retail asset
management business, including the investment adviser, distributor and certain other affiliated
service providers of the VK Funds, to Invesco Ltd. (Invesco), a leading independent global
investment management company (the Transaction). In connection with the Transaction, the Board
of Trustees of each VK Fund has approved that each VK Fund be reorganized onto the Invesco mutual
fund platform by transferring the assets and liabilities of each VK Fund to an existing fund (each,
an Acquiring Fund) with substantially similar investment objectives, principal investment
strategies and risks as the corresponding VK Fund. Currently, Invescos mutual fund platform
includes the AIM Family of Funds, which are managed by a subsidiary of Invesco.
Combining the VK Funds and the AIM Family of Funds onto a single operating platform will
create a larger fund family that will offer a broader range of equity, fixed-income, alternative
and other investment options. The combination also presents the opportunity to achieve asset
growth through combined distribution networks, to achieve economies of scale, and to operate with
greater efficiency and lower overall costs.
The Board of Trustees of each VK Fund has unanimously approved and recommends that you vote
FOR the proposal.
The enclosed Joint Proxy Statement/Prospectus describes the proposal and compares each VK Fund
to its corresponding Acquiring Fund. You should review these materials carefully.
Your vote is important no matter how many shares you own. Please take a moment after
reviewing the enclosed materials to sign and return your proxy card in the enclosed postage paid
return envelope. If you attend the Meeting, you may vote in person. If you have questions, please
call us at (800) 231-2808. You may also vote by telephone or through a website established for
that purpose by following the instructions that appear on the enclosed proxy card. If we do not
hear from you after a reasonable amount of time, you may receive a telephone call from our proxy
solicitor, Computershare Fund Services, Inc., reminding you to vote.
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Sincerely,
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Edward C. Wood, III |
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President |
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VAN KAMPEN MONEY MARKET FUND
VAN KAMPEN TAX FREE MONEY FUND
522 Fifth Avenue
New York, New York 10036
(800)231-2808
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
To Be Held on [ ], 2010
A joint special meeting (the Meeting) of the shareholders of Van Kampen Money Market Fund
and Van Kampen Tax Free Money Fund (each, a VK Fund and collectively, the VK Funds) will be
held on [___], 2010 at [___] [a.m./p.m.], Eastern Time, at [______] for the following purpose:
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Van Kampen Fund |
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Acquiring Fund |
Van Kampen Money Market Fund
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AIM Money Market Fund |
Van Kampen Tax Free Money Fund
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AIM Tax-Exempt Cash Fund |
To approve an Agreement and Plan of Reorganization under which the assets and liabilities of
each VK Fund will be transferred to a corresponding money market fund on Invesco Ltd.s
mutual fund platform (each, an Acquiring Fund and collectively, the Acquiring Funds):
Shareholders of record as of the close of business on [______], 2010 are entitled to notice
of, and to vote at, the Meeting or any adjournment of the Meeting.
The Board of Trustees of each of the VK Funds (the VK Board) requests that you vote your
shares by completing the enclosed proxy card and returning it in the enclosed postage paid return
envelope, or by voting by telephone or via the internet using the instructions on the proxy card.
Each VK Board recommends that you cast your vote FOR the reorganization as described in the
Joint Proxy Statement/Prospectus.
Some shareholders hold shares in more than one VK Fund and may receive proxy cards or proxy
materials for each VK Fund owned. Please sign and promptly return each proxy card in the postage
paid envelope regardless of the number of shares owned.
Stefanie V. Chang Yu
Vice President and Secretary
[ ], 2010
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND
AND VOTE ON THE PROPOSAL
We are providing you with this overview of the proposal on which your vote is requested.
Please read the full text of the Joint Proxy Statement/Prospectus, which contains additional
information about the proposal, and keep it for future reference. Your vote is important.
Questions and Answers
Q. What am I being asked to vote upon?
A.
You are being asked to approve the reorganization of your fund into a new fund family.
Specifically, shareholders of Van Kampen Money Market Fund and Van Kampen Tax Free Money Fund
(each, a VK Fund and collectively, the VK Funds), are being asked to consider and approve an
Agreement and Plan of Reorganization (Agreement) for each VK Fund under which the assets and
liabilities of your VK Fund will be transferred to an existing fund on the Invesco mutual fund
platform with substantially similar investment objectives, principal investment strategies and
risks as the corresponding VK Fund: AIM Money Market Fund and AIM
Tax-Exempt Cash Fund, respectively (each, an
Acquiring Fund and collectively, the Acquiring Funds). If shareholders of a VK Fund approve the Agreement, then the VK Funds
shareholders will receive shares of the corresponding Acquiring Fund in exchange for their shares
of the VK Fund, and the outstanding shares of the VK Funds held by such shareholders will be
terminated and cancelled as permitted by the organizational documents of the VK Funds and
applicable law. Each VK Fund will thereafter wind up its affairs and be dissolved under applicable
law and deregistered under the Investment Company Act of 1940, as amended (the 1940 Act). We
refer to each such reorganization as a Reorganization and collectively as the Reorganizations.
Q. Why are the Reorganizations being proposed?
A. On October 19, 2009, Morgan Stanley entered into an agreement to sell most of its retail
asset management business, including the investment adviser, distributor and certain other
affiliated service providers of the VK Funds, to Invesco Ltd. (Invesco), a leading independent
global investment management company (the Transaction). In connection with the Transaction, the
Board of Trustees of each VK Fund (the VK Board) has approved that each VK Fund be transitioned
to the Invesco mutual fund platform by transferring the assets and liabilities of each VK Fund to
an existing Acquiring Fund with substantially similar investment objectives, principal investment
strategies and risks as the corresponding VK Fund. In addition to the VK Funds, other funds in the
Van Kampen investment company complex are also proposed to be reorganized into the AIM Family of
Funds and such proposed reorganizations will be submitted for shareholder approval in separate
proxy statements/prospectuses. Currently, Invescos mutual fund platform includes the AIM Family
of Funds (the AIM Funds), which are managed by a subsidiary of Invesco.
Combining the VK Funds and the AIM Funds onto a single operating platform will create a larger
fund family that will offer a broader range of equity, fixed-income, alternative and other
investment options. The combination also presents the opportunity to achieve asset growth through
combined distribution networks, to achieve economies of scale, and to operate with greater
efficiency and lower overall costs. The
Boards of Trustees of the VK Funds have determined that the
transition of the VK Funds to the Invesco mutual fund platform is an
effective means to combine the VK Funds and AIM Funds, which will
result in benefits to shareholders.
Q. What effect will the Reorganization have on me as a shareholder of a VK Fund?
A. Immediately after a Reorganization, you will own shares of an Acquiring Fund that are equal in
value to the shares of the VK Fund that you held immediately prior to the closing of the
Reorganization. As an Acquiring Fund shareholder, you will have access to an array of Invescos
investment options, which upon completion of the Reorganizations, will include more than 195 mutual
funds managed by Invesco and its affiliates. You will have full access to Invescos shareholder
and transfer agency servicing platforms, which provide customer assistance through the internet, by
telephone and by mail. The Acquiring Funds, however, use different service providers than the VK
Funds and, as a result, the processes and mechanisms that shareholders who purchase shares directly
from the VK Funds, and not through a financial intermediary, currently utilize and the persons or
entities that shareholders currently contact to buy, redeem and exchange shares and otherwise
manage your account may change. In addition, certain investor services and investment privileges
will be different. These differences are described in the Joint Proxy Statement/Prospectus.
Q. Are there any significant differences between the investment objectives and principal investment
strategies of each VK Fund and its corresponding Acquiring Fund?
A.
No. Each Acquiring Fund has substantially similar investment objectives, principal investment
strategies and risks as its corresponding VK Fund. However, each VK Fund has investment objectives
that are classified as fundamental, which means that they cannot be changed without shareholder
approval, while the corresponding Acquiring Funds investment objective can be changed by the
Acquiring Funds Board of Trustees (although there is no present intent to do so). This change and
comparisons of the Funds investment objectives, principal investment strategies and fundamental
investment policies can be found under the Comparison of Investment Objectives, Comparison of
Principal Investment Strategies, and Comparison of Fundamental and Related Non-Fundamental
Investment Restrictions sections of the Joint Proxy Statement/Prospectus.
Q. Are
there any significant differences in the current distribution yields of the VK Funds and Acquiring Funds?
A.
No. While the expense ratios do differ between the Funds,
the investment adviser to each Fund is currently waiving fees or
reimbursing expenses so that the current distribution yields are
similar between the Funds. In addition, Invesco Advisers, Inc., the
investment adviser to the Acquiring Funds, has agreed to waive its
advisory fees or reimburse fund expenses of each Acquiring Fund through at least June 30, 2010 in order to maintain a minimum yield of at least 0.01%.
Q. Will there be any sales load, commission or other transactional fee in connection with the
Reorganization?
A. No. The total value of the shares of the VK Fund that you own will be exchanged for shares of
the corresponding Acquiring Fund without the imposition of any sales load, commission or other
transactional fee.
Q. What are the expected federal income tax consequences of the Reorganizations?
A. Each Reorganization is designed to qualify as a tax-free reorganization for federal income tax
purposes and the VK Funds anticipate receiving a legal opinion to that effect. Thus, while there
can be no guarantee that the U.S. Internal Revenue Service will adopt a similar position, it is
expected that shareholders will have no federal income tax consequences as a result of the
Reorganizations. Shareholders should consult their tax adviser about state and local tax
consequences of the Reorganization, if any, because the information about tax consequences in the
Joint Proxy Statement/Prospectus relates to the federal income tax consequences of the
Reorganization only.
Q. Have my VK Funds Trustees considered the Reorganizations, and how do they recommend that I
vote?
A. The Board of Trustees of each VK Fund, including the Trustees who are not interested persons
(as defined in the 1940 Act) of the VK Funds, have carefully considered the Reorganizations and
unanimously recommend that you vote FOR the Reorganizations. A summary of the considerations of
the Trustees in making this recommendation is provided in the Board Considerations section of the
Joint Proxy Statement/Prospectus.
Q. What is the anticipated timing of the Reorganizations?
A. A joint special meeting of shareholders of the VK Funds will be held on [_________], 2010 (the
Meeting). If shareholders of a VK Fund approve the Reorganization, it is anticipated that such
Reorganizations will occur in the second quarter of 2010, simultaneous with the closing of the
Transaction.
Q/A-2
Q. What will happen if shareholders of a VK Fund do not approve the Reorganization?
A. If the shareholders of a VK Fund do not approve the Reorganization, the Board of Trustees of
that VK Fund will consider other possible courses of action for such fund. While the consummation
of any particular Reorganization is not conditioned upon the specific consummation of any other
Reorganization, the Reorganizations may not close unless certain conditions are met, including that
shareholders representing a minimum amount of assets of Morgan Stanleys retail asset management
business (including the VK Funds) agree to transfer to Invesco by a certain date. If such
conditions are not met, none of the Reorganizations will be consummated, even if shareholders of a
VK Fund approved the Reorganization, and the VK Funds will not be combined with the AIM Funds. If
this occurs, the Board of Trustees of each VK Fund will consider what action, if any, for each VK
Fund to take. The Terms of the Reorganization section of the Joint Proxy Statement/Prospectus
generally describes the conditions to closing of the Reorganizations.
Q. What if I do not wish to participate in the Reorganization?
A. If you do not wish to have the shares of your VK Fund exchanged for shares of the corresponding
Acquiring Fund as part of a Reorganization that is approved by shareholders, you may redeem your
shares prior to the consummation of the Reorganization. If you redeem your shares, you will incur
any applicable deferred sales charge.
Q. Why are you sending me the Joint Proxy Statement/Prospectus?
A. You are receiving a Joint Proxy Statement/Prospectus because you own shares in one or more VK
Funds and have the right to vote on the very important proposal described therein concerning your
VK Fund. The Joint Proxy Statement/Prospectus contains information that shareholders of the VK
Funds should know before voting on the proposed Reorganizations. The document is both a proxy
statement of the VK Funds and also a prospectus for the corresponding Acquiring Funds.
Q. Will any VK Fund or Acquiring Fund pay the costs of this proxy solicitation or any additional
costs in connection with the proposed Reorganization?
A. No. None of the VK Funds or Acquiring Funds will bear these costs. Invesco and Morgan Stanley
or their affiliates will bear all expenses arising in connection with the Reorganizations.
Q. What is the required vote to approve the Proposal?
A. For each VK Fund, the proposal requires the approval of a majority of the outstanding shares of
the applicable VK Fund.
Q. How do I vote my shares?
A. For your convenience, there are several ways you can vote:
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Voting in Person: If you attend the Meeting, were the record owner of your
shares on the record date, and wish to vote in person, we will provide you with a
ballot prior to the vote. However, if your shares were held in the name of your
broker, bank or other nominee, you are required to bring a letter from the nominee
indicating that you are the beneficial owner of the shares on the record date and
authorizing you to vote. |
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Voting by Proxy: Whether or not you plan to attend the Meeting, we urge you
to complete, sign and date the enclosed proxy card and to return it promptly in the
envelope provided. Returning the proxy card will not affect your right to attend the
Meeting and vote. If you properly fill in and sign your proxy card and send it to us
in time to vote at the Meeting, your proxy (the individuals named on your proxy card)
will vote your shares as you have directed. If you sign your proxy card but do not
make specific choices, your proxy will vote your shares FOR each the proposal, as |
Q/A-3
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recommended by the VK Board, and in accordance their best judgment on other matters.
Your proxy will have the authority to vote and act on your behalf at any
adjournment of the Meeting. If you authorize a proxy to vote for you, you may
revoke the authorization at any time before it is exercised by sending in another
proxy card with a later date or by notifying the Secretary of the VK Funds in
writing to the address of the VK Funds set forth on the cover page of the Joint
Proxy Statement/Prospectus before the Meeting that you have revoked your proxy. In
addition, although merely attending the Meeting will not revoke your proxy, if you
are present at the Meeting you may withdraw your proxy and vote in person. |
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Voting by Telephone or the Internet: You may vote your shares by telephone
or through a website established for that purpose by following the instructions that
appear on the proxy card accompanying the Joint Proxy Statement/Prospectus. |
Q. Whom should I call for additional information about the Reorganizations or the Joint Proxy
Statement/Prospectus?
A. If you need any assistance, or have any questions regarding the Reorganizations or how to vote
your shares, please call Van Kampen Client Relations at (800) 231-2808.
Q/A-4
VAN KAMPEN MONEY MARKET FUND
VAN KAMPEN TAX FREE MONEY FUND
522 Fifth Avenue
New York, New York 10036
(800) 231-2808
AIM MONEY MARKET FUND
AIM TAX-EXEMPT CASH FUND
11 Greenway Plaza, Suite 100
Houston, Texas 77046
(800) 959-4246
JOINT PROXY STATEMENT AND PROSPECTUS
, 2010
Introduction
This document contains information that shareholders of Van Kampen Money Market Fund and Van
Kampen Tax Free Money Fund (each a VK Fund and, collectively, the VK Funds) should know before
voting on the proposed reorganizations that are described herein, and should be retained for future
reference. It is both the proxy statement of the VK Funds and also a prospectus for AIM Money
Market Fund and AIM Tax-Exempt Cash Fund (each an Acquiring Fund and, collectively, the
Acquiring Funds). Each VK Fund and Acquiring Fund is a registered open-end management investment
company or a series thereof. We sometimes refer to the VK Funds and the Acquiring Funds
collectively as the Funds and to each fund individually as a Fund.
The joint special meeting of the shareholders of the VK Funds (the Meeting) will be held at
[ADDRESS] on [DATE] at [TIME Eastern Time]. At the Meeting, shareholders of each VK Fund are being
asked to consider the following proposal:
To approve an Agreement and Plan of Reorganization (the Agreement) under which the
assets and liabilities of each VK Fund will be transferred to the corresponding
Acquiring Fund identified below:
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Van Kampen Fund |
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Van Kampen Money Market Fund
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AIM Money Market Fund |
Van Kampen Tax Free Money Fund
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AIM Tax-Exempt Cash Fund |
The reorganization of each VK Fund with and into its corresponding Acquiring Fund (each a
Reorganization and collectively, the Reorganizations) as described in the Agreement will
involve three steps:
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the transfer of all the assets and liabilities of the VK Fund to its
corresponding Acquiring Fund in exchange for shares of the corresponding Acquiring
Fund having equivalent value to the net assets transferred; |
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the pro rata distribution of shares of the same or a comparable class of the
Acquiring Fund to the shareholders of record of the VK Fund as of immediately prior
to the opening of regular trading on the New York Stock Exchange (Effective Time)
on the closing date of the Reorganization (Closing Date) the termination and
cancellation of the outstanding shares of each VK Fund held by such shareholders,
as permitted by the organizational documents of the VK Funds and applicable law;
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the winding up of the affairs of each VK Fund and the dissolution under
applicable law and deregistration of the VK Fund under the Investment Company Act
of 1940, as amended, (the 1940 Act). |
The total value of the Acquiring Fund shares that you receive in a Reorganization will be the
same as the total value of the shares of the VK Fund that you held immediately prior to the
Reorganization. Each Reorganization is anticipated to be a tax-free transaction, meaning that you
should not be required to pay any federal income tax in connection with the Reorganization. No sales charges or redemption fees will be
imposed in connection with the Reorganizations and any minimum investment amounts will be waived.
The Boards of Trustees of the VK Funds (the VK Board) have fixed the close of business on
[RECORD DATE] as the record date (Record Date) for the determination of shareholders entitled to
notice of and to vote at the Meeting and at any adjournment thereof. Shareholders of the VK Fund
on the Record Date will be entitled to one vote for each share of the VK Fund held (and a
proportionate fractional vote for each fractional share). We intend to mail this Joint Proxy
Statement/Prospectus, the enclosed Notice of Joint Special Meeting of Shareholders and the enclosed
proxy card on or about [ ], 2010, to all shareholders entitled to vote at the Meeting.
Each VK Board has approved the Agreement and the Reorganization and has determined that it is
in the best interest of each VK Fund and its shareholders.
If shareholders of a VK Fund do not approve the Reorganization, the VK Board will consider
what further action is appropriate.
This Joint Proxy Statement/Prospectus is being used in order to reduce the preparation,
printing, handling and postage expenses that would result from the use of a separate proxy
statement/prospectus for each VK Fund.
Additional information about the Funds is available in the:
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Prospectuses for the VK Funds and the Acquiring Funds; |
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Annual and Semi-Annual Reports to shareholders of the VK Funds and the Acquiring
Funds; and |
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Statements of Additional Information (SAIs) for the VK Funds and the Acquiring
Funds. |
These documents are on file with the Securities and Exchange Commission (the SEC). The
prospectuses of the VK Funds are incorporated herein by reference and are legally deemed to be part
of this Joint Proxy Statement/Prospectus. A copy of the prospectus of each Acquiring Fund that
corresponds to the VK Fund(s) that you own accompanies this Joint Proxy Statement/Prospectus and is
incorporated herein by reference and deemed to be part of this Joint Proxy Statement/Prospectus.
The SAI to this Joint Proxy Statement/Prospectus, dated the same date as this Joint Proxy
Statement/Prospectus, also is incorporated by reference and is legally deemed to be part of this
document. The VK Fund prospectuses, the most recent Annual Report to Shareholders, containing
audited financial statements for the most recent fiscal year, and the most recent Semi-Annual
Report to Shareholders of the VK Funds have been previously mailed to shareholders and are
available on Van Kampens web site at www.vankampen.com.
Copies of all of these documents are available upon request without charge by writing to or
calling:
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For Van Kampen Fund Documents:
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For Acquiring Fund Documents: |
VAN KAMPEN FUNDS
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AIM FUNDS |
522 Fifth Avenue
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11 Greenway Plaza, Suite 100 |
New York, New York 10036
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Houston, Texas 77046 |
(800) 231-2808
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(800) 959-4246 |
You also may view or obtain these documents from the SECs Public Reference Room, which is
located at 100 F Street, N.E., Washington, D.C. 20549, or from the SECs website at www.sec.gov.
Information on the operation of the SECs Public Reference Room may be obtained by calling the SEC
at 1-202-551-8090. You can also request copies of these materials, upon payment at the prescribed
rates of the duplicating fee, by electronic request to the SECs e-mail address
(publicinfo@sec.gov) or by writing the Public Reference Branch, Office of Consumer Affairs and
Information Services, SEC, Washington, DC 20549-0102.
These securities have not been approved or disapproved by the Securities and Exchange Commission
nor has the Securities and Exchange Commission passed upon the accuracy or adequacy of this Joint
Proxy Statement/Prospectus. Any representation to the contrary is a criminal offense. An
investment in the Funds is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance
Corporation (FDIC) or any other government agency. You may lose money by investing in the Funds.
TABLE OF CONTENTS
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Exhibits and Appendices |
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[EXHIBIT A] |
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VK Funds and Corresponding Acquiring Funds |
[EXHIBIT B] |
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Outstanding Shares of the VK Funds |
[EXHIBIT C] |
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Ownership of Shares of the VK Funds |
[EXHIBIT D] |
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Ownership of Shares of the Acquiring Funds |
[EXHIBIT E] |
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Comparison of Fundamental and Certain Non-Fundamental Investment Limitations |
[EXHIBIT F] |
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Form of Agreement and Plan of Reorganization |
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No dealer, salesperson or any other person has been authorized to give any information or to
make any representations other than those contained in this Joint Proxy Statement/Prospectus or
related solicitation materials on file with the Securities and Exchange Commission, and you should
not rely on such other information or representations.
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PROPOSAL:
APPROVAL OF AN AGREEMENT AND PLAN OF REORGANIZATION
Summary
On October 19, 2009, Morgan Stanley entered into an agreement (the Transaction Agreement) to
sell most of its retail asset management business, including the investment adviser, distributor
and certain other affiliated service providers of the VK Funds, to Invesco Ltd. (Invesco), a
leading independent global investment management company (the Transaction). Under the terms of
the Transaction Agreement, Invesco will receive a diversified business with approximately $119
billion in assets under management across equity, fixed income, alternatives and unit investment
trusts and Morgan Stanley will receive cash and a minority equity interest in Invesco valued at
$1.5 billion in the aggregate. In connection with the Transaction, the VK Board was asked to
approve the reorganization of each VK Fund to an existing fund on the Invesco mutual fund platform
by transferring the assets and liabilities of each VK Fund to a corresponding Acquiring Fund with
substantially similar investment objectives, principal investment strategies and risks as the
corresponding VK Fund.
In December 2009, the Board of each VK Fund unanimously voted to approve each Reorganization,
subject to approval by shareholders of the applicable VK Fund and other closing conditions. In the
Reorganizations, each VK Fund will transfer its assets and liabilities to its corresponding
Acquiring Fund. The Acquiring Fund will then issue shares to the VK Fund, which will distribute
such shares to shareholders of the VK Fund. Any shares you own of a VK Fund at the time of the
Reorganization will be cancelled and you will receive shares, in the same or a comparable share
class, of the corresponding Acquiring Fund having an aggregate value equal to the value of your
shares of the VK Fund. Each Reorganization is expected to be treated as a tax-free reorganization
for U.S. federal income tax purposes, as discussed below under Federal Income Tax Consequences.
If approved by shareholders and if certain other conditions are met, each Reorganization is
expected to occur in the second quarter of 2010.
Reasons for the Reorganization
The VK Board considered the Transaction and each proposed Reorganization and concluded that
participation in the proposed Reorganization is in the best interests of each VK Fund and its
shareholders. In reaching that conclusion, the VK Board considered, among other things:
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The reputation, financial strength and resources of Invesco, one of the worlds leading
independent global investment management firms; |
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There is not expected to be any diminution in the nature, quality and extent of
services provided to the VK Funds and shareholders as a result of the Transaction; |
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The substantially similar investment objectives, principal investment strategies and
risks of the VK Funds and the corresponding Acquiring Funds; |
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The transition from current service providers to post-Transaction service providers
will not have any foreseeable adverse effect on shareholders; |
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Invesco will provide a two-year contractual guaranty that Invesco will waive its
advisory fee or reimburse expenses in order to maintain a minimum yield of at least 0.01%; |
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Morgan Stanley and Invesco will pay all expenses of the VK Funds in connection with the
Transaction; |
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Four members of the current VK Board will join the Board of Trustees of the Acquiring
Funds and participate in the oversight of such Acquiring Funds; |
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Invescos current operations and business strategy are consistent with, and
complementary to, the successful operation of its subsidiary, Invesco Advisers, Inc., the
investment adviser to the Acquiring Funds (Invesco Advisers); |
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Shareholders are expected to face no adverse tax consequences as a result of the
Transaction or the Reorganizations; and |
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Invesco and Morgan Stanley have agreed to conduct, and use reasonable best efforts to
cause their affiliates to conduct, their respective businesses in compliance with Section
15(f) of the Investment Company Act of 1940, as amended (the 1940 Act). |
For a more complete discussion of the factors considered by the VK Board in approving the
Reorganization, see the section entitled Board Considerations in this Joint Proxy
Statement/Prospectus.
Comparison of Investment Objectives
Each of the VK Funds and the Acquiring Funds is a registered investment company operating as a
money market fund in accordance with Rule 2a-7 under the 1940 Act. Each Acquiring Funds
investment objective and strategies are substantially similar to those of the corresponding VK
Fund. As a result, the principal risks of investing in a VK fund are substantially the same as the
principal risks of the corresponding Acquiring Fund.
Van Kampen Money Market Funds investment objective to seek protection of capital and high
current income. AIM Money Market Funds investment objective to provide as high a level of current
income as is consistent with the preservation of capital and liquidity.
Van Kampen Tax Free Money Funds investment objective is to seek to provide investors with a
high level of current income exempt from federal income taxes consistent with the preservation of
capital and liquidity through investments in a diversified portfolio of municipal securities that
will mature within twelve months of the date of purchase. AIM Tax-Exempt Cash Funds investment
objective is to provide as high a level of tax-exempt income as is consistent with the preservation
of capital and maintenance of liquidity.
The VK Funds investment objectives are fundamental, which means that they cannot be changed
without shareholder approval. However, consistent with the other AIM Funds, the Acquiring Funds
have investment objectives that are classified as non-fundamental. This means that the Board of
Trustees of an Acquiring Fund can change its investment objective without shareholder approval,
although there is no present intention to do so. Thus, the Reorganizations will result in a change
in the right of shareholders of the VK Funds to vote on changes to the investment objective of
their VK Fund.
Comparison of Principal Investment Strategies
2
Each of the VK Funds and the Acquiring Funds is a money market fund that operates pursuant to
Rule 2a-7 under the 1940 Act, which requires that such funds investments meet certain maturity,
quality and diversification standards. Each of the VK Funds and the Acquiring Funds seeks to
maintain a constant net asset value of 1.00 per share and generally invest in the same types of
securities. Below is a brief comparison of the principal investment strategies of each Fund.
Van Kampen Money Market Fund Compared with AIM Money Market Fund
Van Kampen Money Market Funds investment adviser seeks to achieve the Funds investment
objective by investing in a diversified portfolio of U.S. dollar-denominated money-market
securities, including U.S. government securities, high quality domestic and foreign bank
obligations, commercial paper and repurchase agreements secured by such obligations. Van Kampen
Money Market Fund invests in high-quality money-market securities with remaining maturities of 13
months or less and with a dollar-weighted average maturity of 90 days or less. In selecting
securities for investment, the Funds investment adviser seeks to invest in those securities that
it believes entail reasonable risk considered in relation to Van Kampen Money Market Funds
investment policies and may sell such securities in order to increase the yield or to adjust the
average maturity or credit quality of Van Kampen Money Market Funds investment portfolio.
Similarly, AIM Money Market Fund invests only in high-quality U.S. dollar-denominated
short-term debt obligations, including: (i) securities issued by the U.S. Government or its
agencies; (ii) bankers acceptances, certificates of deposit, and time deposits from U.S. or
foreign banks; (iii) repurchase agreements; (iv) commercial paper; (v) taxable municipal
securities; (vi) master notes; and (vii) cash equivalents. AIM Money Market Fund may invest in
securities issued or guaranteed by companies in the financial services industry. Unlike Van
Kampen Money Market Fund, AIM Money Market Fund may invest up to 50% of its assets in U.S.
dollar-denominated foreign securities. AIM Money Market Fund will limit investments to certain
highly-rated securities, known as First Tier Securities, at the time of acquisition. In
selecting securities for AIM Money Market Funds portfolio, the portfolio managers focus on
securities that offer safety, liquidity, and a competitive yield. The portfolio managers conduct a
credit analysis of each potential issuer prior to the purchase of its securities. The portfolio
managers normally hold portfolio securities to maturity. The portfolio managers of AIM Money
Market Fund consider selling a security: (i) if the issuers credit quality declines, (ii) as a
result of interest rate changes, or (iii) to enhance yield.
Van Kampen Tax Free Money Fund Compared with AIM Tax-Exempt Cash Fund
Van Kampen Tax Free Money Fund and AIM Tax-Exempt Cash Fund are both money market funds that
seek to provide investors with income that is exempt from federal income tax and invest in those
securities that meet maturity, quality and diversification standards with which money market funds
must comply.
Van Kampen Tax Free Money Funds investment adviser seeks to achieve the Funds investment
objective by investing primarily in a portfolio of high-quality municipal securities. Municipal
securities generally are issued by state and local governments or regional governmental authorities
to raise money for their daily operations or
3
special projects and the interest on which (in the opinion of bond counsel or other counsel to
Van Kampen Tax Free Money Fund) is exempt from federal income tax at the time of issuance. Under
normal market conditions, up to 100%, but not less than 80% of Van Kampen Tax Free Money Funds
assets are invested in such securities. Van Kampen Tax Free Money Fund invests in money market
securities with remaining maturities of not more than 12 months and with a dollar-weighted average
maturity of not more than 90 days. All of Van Kampen Tax Free Money Funds investments are subject
to the limitation that they mature within one year of the date of their purchase or are subject to
repurchase agreements maturing in one year. These policies are fundamental policies of Van Kampen
Tax Free Money Fund and cannot be changed without shareholder approval. Van Kampen Tax Free Money
Fund may invest in obligations issued, guaranteed or insured by the U.S. government, its
agencies or instrumentalities, or securities that are fully collateralized by such obligations.
Under normal market conditions, Van Kampen Tax Free Money Fund may from time to time invest
temporarily up to 20% of its net assets in taxable securities (or municipal securities subject to
the federal alternative minimum tax) of at least comparable quality to the municipal securities in
which it invests.
Van Kampen Tax Free Money Fund buys and sells securities for investment with a view to seeking
a high level of tax-exempt interest income. In selecting securities for investment, Van Kampen Tax
Free Money Funds investment adviser seeks those securities that it believes entail reasonable
credit risk considered in relation to Van Kampen Tax Free Money Funds investment policies. Van
Kampen Tax Free Money Funds investment adviser may sell such securities to adjust the average
maturity or credit quality of Van Kampen Tax Free Money Funds investment portfolio.
Similarly, AIM Tax-Exempt Cash Fund normally invests at least 80% of its assets in debt
securities that (1) pay interest that is excluded from gross income for federal income tax
purposes, and (2) do not produce income that will be considered to be an item of preference for
purposes of the alternative minimum tax. AIM Tax-Exempt Cash Fund invests only in high-quality
U.S. dollar-denominated short-term debt obligations, including: (i) municipal securities, which may
include tax-exempt commercial paper; and (ii) cash equivalents. AIM Tax-Exempt Cash Fund invests
only in municipal securities that are: (1) rated in the highest rating category by two nationally
recognized statistical rating organizations (such an entity is referred to as an NRSRO); (2)
rated by only one NRSRO, if they are rated in the highest category by that NRSRO; and (3) unrated
but deemed to be of comparable quality by the Funds investment adviser. Some of AIM Tax-Exempt
Cash Funds investments, although U.S. dollar-denominated, may be subject to foreign credit
exposure. Like Van Kampen Tax Free Money Fund, AIM Tax-Exempt Cash Fund may invest up to 20% of
its net assets in money market instruments that may be subject to federal taxes, including Treasury
securities, repurchase agreements, bankers acceptances, commercial paper, U.S. dollar-denominated
foreign securities and master notes. AIM Tax-Exempt Cash Fund may invest in synthetic municipal
securities, which include variable rate instruments that are created when fixed rate bonds are
coupled with a third party tender feature and variable tender fees. Such securities are treated as
municipal securities by AIM Tax-Exempt Cash Fund. Other securities held by AIM Tax-Exempt Cash
Fund may be structured with demand features which have the effect of shortening the securitys
maturity. None of these policies are fundamental policies of AIM Tax-Exempt Cash Fund and may be
changed by such Funds Board of Trustees without shareholder approval, although no changes are
currently anticipated.
The portfolio managers of AIM Tax-Exempt Cash Fund manage liquidity by trading in daily and
weekly variable-rate demand notes. The portfolio managers consider selling a security: (i) if the
issuers credit quality declines, (ii) if a geographic region in which the issuers in which AIM
Tax-Exempt Cash Fund invests are located undergoes a negative change, (iii) as a result of interest
rate changes, or (iv) to enhance yield.
Comparison of Fundamental and Related Non-Fundamental Investment Restrictions
Fundamental investment restrictions of a Fund are investment restrictions that cannot be
changed without the approval of the lesser of (i) 67% or more of the shares present at a meeting of
shareholders, if the holders of 50% of the outstanding shares of the Fund are present or
represented by proxy; or (ii) more than 50% of the outstanding shares of the Fund. Non-fundamental
investment limitations of a fund can be changed by a Funds board of trustees.
The VK Funds and the Acquiring Funds generally have similar fundamental investment
restrictions relating to diversification, borrowing, issuing senior securities, underwriting,
investing in real estate, investing in physical commodities, making loans, and concentrating in
particular industries. The VK Funds have investment restrictions
4
that are vestiges of compliance with certain state blue sky laws and regulations that
prohibited certain types of investments prior to the passage of the National Securities Markets
Improvement Act of 1996 (NSMIA), which largely preempted such state laws and regulations. These
pre-NSMIA fundamental investment restrictions, which do not apply to the Acquiring Funds, include
restrictions on investments in companies having a record together with predecessors of less than
three years continuous operation, purchasing securities of companies whose securities are owned by
Fund officers, and investing in oil and gas schemes. For more information about the fundamental
and non-fundamental investment policies, please see Exhibit E. The full list of each Funds
investment policies and limitations may also be found in its SAI.
Comparison of Performance
As a basis for evaluating the Funds performance and risks, the table below shows each Funds
average annual total returns for the periods ended December 31, 2009 (the most recently completed
calendar year.)
The Funds performance figures for the Class B shares and Class C shares include the maximum
contingent deferred sales charges paid by investors. The Past 10 Years performance for Class B
shares below reflects the conversion of such shares into Class A shares eight years after the end
of the calendar month in which the shares were purchased. The information for AIM Money Market
Fund is for Class A shares, Class B shares and Class C shares, instead of the Class A5, Class B5
and Class C5 shares (which are discussed herein under Comparison of Share Classes and Distribution
Arrangements) that are being issued pursuant to the Reorganization. Class A5, Class B5, and Class
C5 of AIM Money Market Fund are new. All classes of a Fund invest in the same portfolio securities
but have different expenses and will therefore have different returns. Remember that past
performance of a Fund is not indicative of its future performance.
|
|
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|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns |
|
|
|
|
|
|
for the Periods Ended |
|
|
|
|
|
|
December 31, 2009 |
|
|
|
|
|
|
Van Kampen Money Market Fund |
|
Past 1 Year |
|
Past 5 Years |
|
Past 10 Years |
Class A Shares |
|
|
% |
|
|
|
% |
|
|
|
% |
|
Class B Shares |
|
|
% |
|
|
|
% |
|
|
|
% |
|
Class C Shares |
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns |
|
|
|
|
for the Periods Ended |
|
|
|
|
|
|
December 31, 2009 |
|
|
|
|
|
|
AIM Money Market Fund |
|
Past 1 Year |
|
Past 5 Years |
|
Past 10 Years |
Class A Shares |
|
|
% |
|
|
|
% |
|
|
|
% |
|
Class B Shares |
|
|
% |
|
|
|
% |
|
|
|
% |
|
Class C Shares |
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns |
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|
|
|
|
|
for the Periods Ended |
|
|
|
|
|
|
December 31, 2009 |
|
|
|
|
|
|
Van Kampen Tax Free Money Fund |
|
Past 1 Year |
|
Past 5 Years |
|
Past 10 Years |
Shares |
|
|
% |
|
|
|
% |
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Annual Total Returns |
|
|
|
|
|
|
for the Periods Ended |
|
|
|
|
|
|
December 31, 2009 |
|
|
|
|
|
|
AIM Tax-Exempt Cash Fund |
|
Past 1 Year |
|
Past 5 Years |
|
Past 10 Years |
Class A Shares |
|
|
% |
|
|
|
% |
|
|
|
% |
|
5
Comparison of Fees and Expenses
The following tables compare the shareholder fees and annual operating expenses of each
VK Fund, expressed as a percentage of net assets (expense ratios), with the shareholder fees and
pro forma expense ratios of the corresponding Acquiring Fund and the pro forma operating expense
ratios for each corresponding Acquiring Fund, reflecting the anticipated effects of the
Reorganization as if the Reorganization had been completed at the end of the Acquiring Funds last
fiscal year. The pro forma expense ratios shown project anticipated expenses but actual expenses
may be greater or less than those shown. VK Fund shareholders will not have to pay any sales
charge, commission or other transaction fee on shares of the Acquiring Fund received as part of a
Reorganization.
Invesco Advisers has contractually agreed to waive its advisory fee or reimburse fund expenses
through at least June 30, 2012, in order to maintain a minimum yield of at least 0.01%. For further
discussion regarding the VK Boards consideration of the fees and expenses of the Funds in approving
the Reorganizations, see the section entitled Board Considerations in this Joint Proxy
Statement/Prospectus.
6
Van Kampen Money Market Fund Class A Shares into
AIM Money Market Fund Class A5 Shares
|
|
|
|
|
|
|
Van Kampen Money |
|
AIM Money Market |
Shareholder Fees |
|
Market Fund |
|
Fund |
(fees paid directly from your investment) |
|
Class A |
|
Class A5 |
Maximum sales charge (load) imposed
on purchases (as a percentage of
offering price)
|
|
None
|
|
None |
|
|
|
|
|
Maximum deferred sales charge (load)
(as a percentage of the lesser of
original purchase price or redemption
proceeds)
|
|
None
|
|
None |
|
|
|
|
|
Maximum sales charge (load) imposed
on reinvested dividends (as a
percentage of net assets)
|
|
None
|
|
None |
|
|
|
|
|
Account Maintenance (Low Balance) Fee
(for accounts generally under $750)
|
|
$12/yr
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
|
|
|
|
|
|
|
|
|
|
AIM Money Market Fund |
|
|
Van Kampen Money |
|
AIM Money Market |
|
Class A5 (assumes |
Annual Fund Operating Expenses |
|
Market Fund1 |
|
Fund1 |
|
Reorganization was |
(expenses deducted from Fund assets) |
|
Class A |
|
Class A5 |
|
completed)2 |
Management fees |
|
|
0.39 |
%3 |
|
|
0.39 |
% |
|
|
0.37 |
% |
Distribution and service (12b-1) fees |
|
|
0.15 |
% |
|
|
0.15 |
% |
|
|
0.15 |
% |
Other expenses |
|
|
0.31 |
% |
|
|
0.29 |
% |
|
|
0.30 |
% |
Total annual Fund operating expenses |
|
|
0.85 |
%3 |
|
|
0.83 |
%4 |
|
|
0.82 |
%5 |
|
|
|
1. |
|
Expense ratios shown are estimates based on the annual fund operating expenses for the
most recent fiscal year of the Funds (May 31, 2009 for Van Kampen Money Market Fund and July
31, 2009 for AIM Money Market Fund). Because Class A5 is a new class, the ratios shown for
AIM Money Market Fund are based on the expenses for Cash Reserve shares, adjusted to reflect
the differences in the expense structure of Class A5 shares. There is no guarantee that
actual expenses will be the same as those shown in the table. |
|
2. |
|
Pro forma numbers are estimated as if the Reorganization had been completed as of July
31, 2009. There is no guarantee that actual expenses will be the same as those shown in the
table. |
|
3. |
|
Van Kampen Money Market Funds investment adviser is currently waiving or reimbursing all
or a portion of Van Kampen Money Market Funds management fees or other expenses to the
extent that total expenses exceed total income on a daily basis. The fee waivers and/or
expense reimbursements are expected to continue until such time as Van Kampen Money Market
Funds Board of Trustees acts to discontinue all or a portion of such waivers and/or expense
reimbursements when it deems such action appropriate, and are not reflected in the table.
Total annual fund operating expenses after waivers and reimbursements are 0.64%. |
|
4. |
|
AIM Money Market Funds adviser and distributor have voluntarily agreed to waive fees
and/or reimburse expenses in order to increase the Funds yield. These agreements may be
modified or adjusted at any time without further notice to investors, and are not reflected
in the table. |
|
5. |
|
Invesco has agreed to waive its advisory fee or reimburse fund expenses to AIM Money
Market Fund through at least June 30, 2012, in order to maintain a minimum yield of at least 0.01%.
This agreement is not reflected in the table. |
7
This Example is intended to help you compare the costs of investing in the Class A shares of
Van Kampen Money Market Fund and Class A5 shares of AIM Money Market Fund with the cost of
investing in other mutual funds. Pro forma combined costs of investing in Class A5 shares of AIM
Money Market Fund after giving effect to the Reorganization are also provided. All costs are based
upon the information set forth in the Fee Table above.
The Example assumes that you invest $10,000 for the time periods indicated and shows the
expenses that you would pay if you redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the operating expenses
remain the same. Although your actual returns and costs may be higher or lower, based on these
assumptions you would pay the following expenses depending upon whether or not you redeemed your
shares at the end of the period shown. You would pay the following expenses if you did redeem your
shares:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One |
|
Three |
|
Five |
|
Ten |
|
|
Year |
|
Years |
|
Years |
|
Years |
Van Kampen Money Market Fund Class A
|
|
$ |
87 |
|
|
$ |
271 |
|
|
$ |
471 |
|
|
$ |
1,049 |
|
AIM Money Market Fund Class A5
|
|
$ |
85 |
|
|
$ |
265 |
|
|
$ |
460 |
|
|
$ |
1,025 |
|
AIM Money Market Fund Class A5 Pro Forma
|
|
$ |
84 |
|
|
$ |
262 |
|
|
$ |
455 |
|
|
$ |
1,014 |
|
You would pay the following expenses if you did not redeem your shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One |
|
Three |
|
Five |
|
Ten |
|
|
Year |
|
Years |
|
Years |
|
Years |
Van Kampen Money Market Fund Class A
|
|
$ |
87 |
|
|
$ |
271 |
|
|
$ |
471 |
|
|
$ |
1,049 |
|
AIM Money Market Fund Class A5
|
|
$ |
85 |
|
|
$ |
265 |
|
|
$ |
460 |
|
|
$ |
1,025 |
|
AIM Money Market Fund Class A5 Pro Forma
|
|
$ |
84 |
|
|
$ |
262 |
|
|
$ |
455 |
|
|
$ |
1,014 |
|
The Example is not a representation of past or future expenses. AIM Money Market Funds and
Van Kampen Money Market Funds actual expenses, and an investors direct and indirect expenses, may
be more or less than those shown. The table and the assumption in the Example of a 5% annual
return are required by regulations of the SEC applicable to all mutual funds. The 5% annual return
is not a prediction of and does not represent Van Kampen Money Market Funds or AIM Money Market
Funds projected or actual performance.
8
Van Kampen Money Market Fund Class B Shares into
AIM Money Market Fund Class B5 Shares
|
|
|
|
|
|
|
Van Kampen Money |
|
AIM Money Market |
Shareholder Fees |
|
Market Fund |
|
Fund |
(fees paid directly from your investment) |
|
Class B |
|
Class B5 |
Maximum sales charge (load) imposed
on purchases (as a percentage of
offering price)
|
|
None
|
|
None |
|
|
|
|
|
Maximum deferred sales charge (load)
(as a percentage of the lesser of
original purchase price or redemption
proceeds)
|
|
4.00%1
|
|
5.00%1 |
|
|
|
|
|
Maximum sales charge (load) imposed
on reinvested dividends (as a
percentage of net assets)
|
|
None
|
|
None |
|
|
|
|
|
Account Maintenance (Low Balance) Fee
(for accounts generally under $750)
|
|
$12/yr
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
|
|
|
|
|
|
|
|
|
|
AIM Money Market Fund |
|
|
Van Kampen Money |
|
|
|
|
|
Projected (assumes |
|
|
Market |
|
AIM Money Market |
|
Reorganization was |
Annual Fund Operating Expenses |
|
Fund2 |
|
Fund2 |
|
completed)3 |
(expenses deducted from Fund assets) |
|
Class B |
|
Class B5 |
|
Class B5 |
Management fees |
|
|
0.39 |
%4 |
|
|
0.39 |
% |
|
|
0.37 |
% |
Distribution and service (12b-1) fees |
|
|
0.90 |
% |
|
|
0.90 |
% |
|
|
0.90 |
% |
Other expenses |
|
|
0.32 |
% |
|
|
0.29 |
% |
|
|
0.30 |
% |
Total annual Fund operating expenses |
|
|
1.61 |
%4 |
|
|
1.58 |
%5 |
|
|
1.57 |
%6 |
|
|
|
1. |
|
The maximum deferred sales charge for Van Kampen Money Market Fund is 4.00% in the first
year after purchase, 4.00% in the second year, 3.00% in the third year; 2.50% in the fourth
year, 1.50% during the fifth year after purchase and zero thereafter. The maximum deferred
sales charge for AIM Money Market Fund is 5.00% in the first year after purchase, 4.00% in
the second year, 3.00% in the third year, 3.00% in the fourth year, 2.00% in the fifth year,
1.00% in the sixth year after purchase and zero thereafter. The VK Fund deferred sales charge schedule will continue to appply to the AIM Money Market Fund Class B5 shares you receive in connection with the Reorganization, and such shares will be deemed to have been purchased on the date that you purchased your Class B VK Fund shares. However, AIM Money Market Funds Class B5 deferred sales charge schedule will apply to any Class B5 shares that you purchase after the Reorganization. |
|
2. |
|
Expense ratios shown are estimates based on the annual fund operating expenses for the
most recent fiscal year of the Funds (May 31, 2009 for Van Kampen Money Market Fund and July
31, 2009 for AIM Money Market Fund). Because Class B5 is a new class, the ratios shown for
Class B5 are based on the expenses for Class B shares. There is no guarantee that actual
expenses will be the same as those shown in the table. |
|
3. |
|
Pro forma numbers are estimated as if the Reorganization had been completed as of July
31, 2009. There is no guarantee that actual expenses will be the same as those shown in the
table. |
|
4. |
|
Van Kampen Money Market Funds investment adviser is currently waiving or reimbursing all
or a portion of Van Kampen Money Market Funds management fees or other expenses to the
extent that total expenses exceed total income on a daily basis. The fee waivers and/or
expense reimbursements are expected to continue until such time as Van Kampen Money Market
Funds Board of Trustees acts to discontinue all or a portion of such waivers and/or expense
reimbursements when it deems such action appropriate, and are not reflected in the table.
Total annual fund operating expenses after waivers and reimbursements are 1.39%. |
9
|
|
|
5. |
|
AIM Money Market Funds adviser and distributor have voluntarily agreed to waive fees
and/or reimburse expenses in order to increase the Funds yield. These agreements may be
modified or adjusted at any time without further notice to investors, and are not reflected
in the table. |
|
6. |
|
Invesco has agreed to waive its advisory fee or reimburse fund expenses to AIM Money
Market Fund through at least June 30, 2012, in order to maintain a minimum yield of at least 0.01%.
This agreement is not reflected in the table. |
This Example is intended to help you compare the costs of investing in Class B shares of Van
Kampen Money Market Fund and Class B5 shares of AIM Money Market Fund with the cost of investing in
other mutual funds. Pro forma combined costs of investing in Class B5 shares of AIM Money Market
Fund after giving effect to the Reorganization are also provided. All costs are based upon the
information set forth in the Fee Table above.
The Example assumes that you invest $10,000 for the time periods indicated and shows the
expenses that you would pay if you redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the operating expenses
remain the same. Although your actual returns and costs may be higher or lower, based on these
assumptions you would pay the following expenses depending upon whether or not you redeemed your
shares at the end of the period shown. You would pay the following expenses if you did redeem your
shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One |
|
Three |
|
Five |
|
Ten |
|
|
Year |
|
Years |
|
Years |
|
Years |
Van Kampen Money Market Fund Class B
|
|
$ |
564 |
|
|
$ |
808 |
|
|
$ |
1,026 |
|
|
$ |
1,708 |
|
AIM Money Market Fund Class B5
|
|
$ |
661 |
|
|
$ |
799 |
|
|
$ |
1,060 |
|
|
$ |
1,677 |
|
AIM Money Market Fund Class B5 Pro Forma
|
|
$ |
660 |
|
|
$ |
796 |
|
|
$ |
1,055 |
|
|
$ |
1,666 |
|
You would pay the following expenses if you did not redeem your shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One |
|
Three |
|
Five |
|
Ten |
|
|
Year |
|
Years |
|
Years |
|
Years |
Van Kampen Money Market Fund Class B
|
|
$ |
164 |
|
|
$ |
508 |
|
|
$ |
876 |
|
|
$ |
1,708 |
|
AIM Money Market Fund Class B5
|
|
$ |
161 |
|
|
$ |
499 |
|
|
$ |
860 |
|
|
$ |
1,677 |
|
AIM Money Market Fund Class B5 Pro Forma
|
|
$ |
160 |
|
|
$ |
496 |
|
|
$ |
855 |
|
|
$ |
1,666 |
|
The Example is not a representation of past or future expenses. AIM Money Market Funds and
Van Kampen Money Market Funds actual expenses, and an investors direct and indirect expenses, may
be more or less than those shown. The table and the assumption in the Example of a 5% annual
return are required by regulations of the SEC applicable to all mutual funds. The 5% annual return
is not a prediction of and does not represent Van Kampen Money Market Funds or AIM Money Market
Funds projected or actual performance.
10
Van Kampen Money Market Fund Class C Shares into
AIM Money Market Fund Class C5 Shares
|
|
|
|
|
|
|
Van Kampen Money |
|
AIM Money Market |
Shareholder Fees |
|
Market Fund |
|
Fund |
(fees paid directly from your investment) |
|
Class C |
|
Class C5 |
Maximum sales charge (load) imposed
on purchases (as a percentage of
offering price)
|
|
None
|
|
None |
|
|
|
|
|
Maximum deferred sales charge (load)
(as a percentage of the lesser of
original purchase price or redemption
proceeds)
|
|
1.00%1
|
|
1.00%1 |
|
|
|
|
|
Maximum sales charge (load) imposed
on reinvested dividends (as a
percentage of net assets)
|
|
None
|
|
None |
|
|
|
|
|
Account Maintenance (Low Balance) Fee
(for accounts generally under $750)
|
|
$12/yr
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
|
|
|
|
|
|
|
|
|
|
AIM Money Market Fund |
|
|
Van Kampen Money |
|
|
|
|
|
(assumes |
|
|
Market |
|
AIM Money Market |
|
Reorganization was |
Annual Fund Operating Expenses |
|
Fund2 |
|
Fund2 |
|
completed)3 |
(expenses deducted from Fund assets) |
|
Class C |
|
Class C5 |
|
Class C5 |
Management fees |
|
|
0.39 |
%4 |
|
|
0.39 |
% |
|
|
0.37 |
% |
Distribution and service (12b-1) fees |
|
|
0.90 |
% |
|
|
0.90 |
% |
|
|
0.90 |
% |
Other expenses |
|
|
0.32 |
% |
|
|
0.29 |
% |
|
|
0.30 |
% |
Total annual Fund operating expenses |
|
|
1.61 |
%4 |
|
|
1.58 |
%5 |
|
|
1.57 |
%6 |
|
|
|
1. |
|
The maximum deferred sales charge is 1.00% in the first year after purchase and zero
thereafter. |
|
2. |
|
Expense ratios shown are estimates based on the annual fund operating expenses for the
most recent fiscal year of the Funds (May 31, 2009 for Van Kampen Money Market Fund and July
31, 2009 for AIM Money Market Fund). Because Class C5 is a new class, the ratios shown for
Class C5 are based on the expenses for Class C shares. There is no guarantee that actual
expenses will be the same as those shown in the table. |
|
3. |
|
Pro forma numbers are estimated as if the Reorganization had been completed as of July
31, 2009. There is no guarantee that actual expenses will be the same as those shown in the
table. |
|
4. |
|
Van Kampen Money Market Funds investment adviser is currently waiving or reimbursing all
or a portion of Van Kampen Money Market Funds management fees or other expenses to the
extent that total expenses exceed total income on a daily basis. The fee waivers and/or
expense reimbursements are expected to continue until such time as Van Kampen Money Market
Funds Board of Trustees acts to discontinue all or a portion of such waivers and/or expense
reimbursements when it deems such action appropriate, and are not reflected in the table.
Total annual fund operating expenses after waivers and reimbursements are 1.40%. |
|
5. |
|
AIM Money Market Funds adviser and distributor have voluntarily agreed to waive fees
and/or reimburse expenses in order to increase the Funds yield. These agreements may be
modified or adjusted at any time without further notice to investors, and are not reflected
in the table. |
11
|
|
|
6. |
|
Invesco has agreed to waive its advisory fee or reimburse fund expenses to AIM Money
Market Fund through at least June 30, 2012, in order to maintain a minimum yield of at least 0.01%.
This agreement is not reflected in the table. |
This Example is intended to help you compare the costs of investing in Class C shares of Van
Kampen Money Market Fund and Class C5 shares of AIM Money Market Fund with the cost of investing in
other mutual funds. Pro forma combined costs of investing in Class C5 shares of AIM Money Market
Fund after giving effect to the Reorganization are also provided. All costs are based upon the
information set forth in the Fee Table above.
The Example assumes that you invest $10,000 for the time periods indicated and shows the
expenses that you would pay if you redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the operating expenses
remain the same. Although your actual returns and costs may be higher or lower, based on these
assumptions, you would pay the following expenses depending on whether or not you redeemed your
shares at the end of the period shown. You would pay the following expenses if you did redeem your
shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One |
|
Three |
|
Five |
|
Ten |
|
|
Year |
|
Years |
|
Years |
|
Years |
Van Kampen Money Market Fund Class C |
|
$ |
264 |
|
|
$ |
508 |
|
|
$ |
876 |
|
|
$ |
1,911 |
|
AIM Money Market Fund Class C5 |
|
$ |
261 |
|
|
$ |
499 |
|
|
$ |
860 |
|
|
$ |
1,878 |
|
AIM Money Market Fund Class C5 Pro Forma |
|
$ |
260 |
|
|
$ |
496 |
|
|
$ |
855 |
|
|
$ |
1,867 |
|
You would pay the following expenses if you did not redeem your shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One |
|
Three |
|
Five |
|
Ten |
|
|
Year |
|
Years |
|
Years |
|
Years |
Van Kampen Money Market Fund Class C
|
|
$ |
164 |
|
|
$ |
508 |
|
|
$ |
876 |
|
|
$ |
1,911 |
|
AIM Money Market Fund Class C5
|
|
$ |
161 |
|
|
$ |
499 |
|
|
$ |
860 |
|
|
$ |
1,878 |
|
AIM Money Market Fund Class C5 Pro Forma
|
|
$ |
160 |
|
|
$ |
496 |
|
|
$ |
855 |
|
|
$ |
1,867 |
|
The Example is not a representation of past or future expenses. AIM Money Market Funds and
Van Kampen Money Market Funds actual expenses, and an investors direct and indirect expenses, may
be more or less than those shown. The table and the assumption in the Example of a 5% annual
return are required by regulations of the SEC applicable to all mutual funds. The 5% annual return
is not a prediction of and does not represent Van Kampen Money Market Funds or AIM Money Market
Funds projected or actual performance.
12
Van Kampen Tax Free Money Fund Shares into
AIM Tax-Exempt Cash Fund Class A
|
|
|
|
|
|
|
Van Kampen Tax |
|
AIM Tax-Exempt |
Shareholder Fees |
|
Free Money Fund |
|
Cash Fund |
(fees paid directly from your investment) |
|
Shares |
|
Class A |
Maximum sales charge (load) imposed
on purchases (as a percentage of
offering price)
|
|
None
|
|
None |
|
|
|
|
|
Maximum deferred sales charge (load)
(as a percentage of the lesser of
original purchase price or redemption
proceeds)
|
|
None1
|
|
None |
|
|
|
|
|
Maximum sales charge (load) imposed
on reinvested dividends (as a
percentage of net assets)
|
|
None
|
|
None |
|
|
|
|
|
Account Maintenance (Low Balance) Fee
(for accounts generally under $750)
|
|
$12/yr
|
|
None |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma |
|
|
Van |
|
|
|
|
|
AIM Tax-Exempt |
|
|
Kampen |
|
AIM Tax- |
|
Cash Fund |
|
|
Tax Free |
|
Exempt |
|
(assumes |
|
|
Money |
|
Cash |
|
Reorganization was |
Annual Fund Operating Expenses |
|
Fund1 |
|
Fund1 |
|
completed)2 |
(expenses deducted from Fund assets) |
|
Shares |
|
Class A |
|
Class A |
Management fees |
|
|
0.45 |
%3 |
|
|
0.35 |
% |
|
|
0.35 |
% |
Distribution and service (12b-1) fees |
|
|
0.25 |
% |
|
|
0.10 |
% |
|
|
0.10 |
% |
Other expenses |
|
|
0.69 |
% |
|
|
0.58 |
% |
|
|
0.54 |
% |
Total annual Fund operating expenses |
|
|
1.39 |
%3 |
|
|
1.03 |
%4 |
|
|
0.99 |
%5 |
|
|
|
1. |
|
Expense ratios shown are estimates based on the annual fund operating expenses for the
most recent fiscal year of the Funds (June 30, 2009 for Van Kampen Tax Free Money Fund and
March 31, 2009 for AIM Tax-Exempt Cash Fund). There is no guarantee that actual expenses
will be the same as those shown in the table. |
|
2. |
|
Pro forma numbers are estimated as if the Reorganization had been completed as of March
31, 2009. There is no guarantee that actual expenses will be the same as those shown in the
table. |
|
3. |
|
Van Kampen Tax Free Money Funds investment adviser is currently waiving or reimbursing
all or a portion of Van Kampen Tax Free Money Funds total expenses to the extent that total
expenses exceed total income on a daily basis. The fee waivers or expense reimbursements
are expected to continue until such time that Van Kampen Tax Free Money Funds Board of
Trustees acts to discontinue all or a portion of such waivers and/or reimbursements when it
deems that such action is appropriate, and are not reflected in the table. Total annual
fund operating expenses after waivers and reimbursements are 0.66%. |
|
4. |
|
AIM Tax-Exempt Cash Funds investment adviser and distributor have voluntarily agreed to
waive fees and/or reimburse expenses in order to increase the Funds yield. These
agreements may be modified or discontinued at any time without further notice to investors,
and are not reflected in the table. |
|
5. |
|
Invesco has agreed to waive its advisory fee or reimburse fund expenses to AIM Tax-Exempt
Cash Fund through at least June 30, 2012, in order to maintain a minimum yield of at least 0.01%.
This agreement is not reflected in the table. |
13
This Example is intended to help you compare the costs of investing in shares of Van
Kampen Tax Free Fund and Class A shares of AIM Tax-Exempt Fund with the cost of investing in other
mutual funds. Pro forma combined costs of investing in Class A shares of AIM Tax-Exempt Cash Fund
after giving effect to the Reorganization. All costs are based upon the information set forth in
the Fee Table above.
The Example assumes that you invest $10,000 for the time periods indicated and shows the
expenses that you would pay if you redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the operating expenses
remain the same. Although your actual returns and costs may be higher or lower, based on these
assumptions, you would pay the following expenses regardless of whether you redeemed your shares at
the end of the period shown. You would pay the following expenses if you did redeem your shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One |
|
Three |
|
Five |
|
Ten |
|
|
Year |
|
Years |
|
Years |
|
Years |
Van Kampen Tax Free Money Fund Shares
|
|
$ |
142 |
|
|
$ |
440 |
|
|
$ |
761 |
|
|
$ |
1,669 |
|
AIM Tax-Exempt Cash Fund Class A
|
|
$ |
105 |
|
|
$ |
328 |
|
|
$ |
569 |
|
|
$ |
1,259 |
|
AIM Tax-Exempt Cash Fund Class A Pro Forma
|
|
$ |
101 |
|
|
$ |
315 |
|
|
$ |
547 |
|
|
$ |
1,213 |
|
Comparison of Investment Advisers
Van Kampen Asset Management (VK Adviser) is the investment adviser for each VK Fund. VK
Adviser is a wholly owned subsidiary of Van Kampen Investments Inc. (Van Kampen) with its
principal office located at 522 Fifth Avenue, New York, New York 10036. Van Kampen is a
diversified asset management company that services more than three million retail investor
accounts, has extensive capabilities for managing institutional portfolios and has more than $[___]
billion under management or supervision as of [ ], 20[___]. Van Kampen is currently an
indirect, wholly owned subsidiary of Morgan Stanley. Morgan Stanley is a preeminent global
financial services firm that provides a wide range of investment banking, securities, investment
management and wealth management services. If the Transaction is consummated, VK Adviser will
become an indirect, wholly owned subsidiary of Invesco. Invesco is a global investment management
company that provides a comprehensive array of investment solutions for retail, institutional and
high net worth clients around the world. Invesco operates in 20 countries and its principal U.S.
office is located in Atlanta, Georgia.
Invesco Advisers, a registered investment adviser, serves as primary investment adviser for
each Acquiring Fund. Invesco Advisers manages the investment operations of the Acquiring Funds.
Invesco Advisers is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. Invesco
Advisers (and its predecessor) has acted as an investment advisor since its organization in 1976.
As of [ ], 20[___], Invesco Advisers had $[___] billion under management. Invesco Advisers is
an indirect, wholly owned subsidiary of Invesco.
Under the current VK Adviser advisory agreements, VK Adviser manages the investment and
reinvestment of assets for each VK Fund in accordance with such VK Funds investment objectives,
policies and investment restrictions, subject to the review and supervision of the VK Board.
Except as described below, there are no material differences between the terms of the investment
advisory agreements between Invesco Advisers and the Acquiring Funds (Invesco Advisers Advisory
Agreements) and the terms of the current advisory agreements of between VK Adviser and the VK
Funds.
Under an investment advisory agreement between VK Adviser and Van Kampen Money Market
Fund, Van Kampen Money Market Fund pays VK Adviser a monthly fee computed based upon an annual
rate applied to the average daily net assets of the Fund as follows:
|
|
|
|
|
Average Daily Net Assets |
|
% Per Annum |
First $250 million |
|
|
0.450 |
% |
Next $500 million |
|
|
0.375 |
% |
Next $500 million |
|
|
0.325 |
% |
Next $250 million |
|
|
0.300 |
% |
Next $250 million |
|
|
0.275 |
% |
Next $500 million |
|
|
0.250 |
% |
Next $500 million |
|
|
0.225 |
% |
Next $12.25 billion |
|
|
0.200 |
% |
Next $2.5 billion |
|
|
0.199 |
% |
Next $7.5 billion |
|
|
0.198 |
% |
Next $5 billion |
|
|
0.197 |
% |
Over $30 billion |
|
|
0.196 |
% |
Under an investment advisory agreement between Invesco Advisers and AIM Money Market Fund, AIM Money Market Fund pays Invesco Advisers a monthly fee computed based upon an annual rate
applied to the average daily net assets of AIM Money Market Fund as follows:
|
|
|
|
|
Average Daily Net Assets |
|
% Per Annum |
First $1 billion |
|
|
0.40 |
% |
Over $1 billion |
|
|
0.35 |
% |
Under an investment advisory agreement between VK Adviser and Van Kampen Tax Free Money Fund,
Van Kampen Tax Free Money Fund pays VK Adviser a monthly fee computed based upon an annual rate
applied to the average daily net assets of the Fund as follows:
|
|
|
|
|
Average Daily Net Assets |
|
% Per Annum |
First $500 million |
|
|
0.450 |
% |
Next $250 million |
|
|
0.375 |
% |
Next $250 million |
|
|
0.325 |
% |
Next $500 million |
|
|
0.300 |
% |
Next $500 million |
|
|
0.275 |
% |
Next $500 million |
|
|
0.250 |
% |
Next $500 million |
|
|
0.225 |
% |
Next $12 billion |
|
|
0.200 |
% |
Over $15 billion |
|
|
0.199 |
% |
Under an investment advisory agreement between Invesco Advisers and AIM Tax Exempt Cash Fund,
AIM Tax Exempt Cash Fund pays Invesco Advisers a monthly fee computed based upon an annual rate
of 0.35% applied to the average daily net assets of the Fund.
Delegation to subadvisers. Each Invesco Advisers Advisory Agreement provides that Invesco Advisors
may delegate any and all of its rights, duties or obligations to one or more wholly owned
affiliates of Invesco as sub-advisers pursuant to a master sub-advisory agreement (the Master
Sub-Advisory Agreement). Pursuant to the Master Sub-Advisory Agreement, affiliated subadvisers
may be appointed by Invesco Advisers from time to time to provide discretionary investment
management services, investment advice, and/or order execution services to an
Acquiring Fund. These affiliated subadvisers, each of which is an indirect, wholly owned
subsidiary of Invesco and a registered investment adviser under the Investment Advisers Act of
1940, are:
14
|
|
|
Invesco Asset Management Deutschland GmbH; |
|
|
|
|
Invesco Asset Management Limited; |
|
|
|
|
Invesco Asset Management (Japan) Limited; |
|
|
|
|
Invesco Australia Limited; |
|
|
|
|
Invesco Hong Kong Limited; |
|
|
|
|
Invesco Senior Secured Management, Inc.; and |
|
|
|
|
Invesco Trimark Ltd. |
Securities lending. The Invesco Advisers Advisory Agreement stipulates that Invesco Advisers
will provide certain services to the Acquiring Funds in connection with any securities lending
practices such Acquiring Funds may adopt. Neither the Acquiring Funds nor the VK Funds currently
engage in securities lending.
Potential
Pre-Reorganization Interim Investment Advisory Agreement. The closing of the
Transaction automatically terminates each VK Funds current investment advisory contract with VK
Advisers under the 1940
Act. If shareholders of a VK Fund have not approved the Reorganization
of such VK Fund by the time of
closing of the Transaction, it is anticipated that the VK Fund would follow Rule 15a-4 under the 1940 Act, which permits
the VK Board to approve that VK Fund entering into an interim investment advisory contract pursuant to which an
interim adviser may serve as the investment adviser to the VK Fund for a period not to exceed 150
days following the termination of the current advisory agreement, to be able to continue
uninterrupted portfolio management services for such VK Fund. After the 150 day period has
expired, if shareholders of a VK Fund have still not approved the
Reorganization, the VK Board will consider what additional action to take.
Comparison of Other Service Providers
The following table identifies the principal service providers that service the VK Funds and
the Acquiring Funds:
|
|
|
|
|
|
|
Van Kampen Funds |
|
Acquiring Funds |
Accounting
Services/Administrator: |
|
Van Kampen Asset Management |
|
Invesco Advisers, Inc. |
|
|
|
|
|
Custodian: |
|
State Street Bank and Trust Company |
|
The Bank of New York Mellon |
|
|
|
|
|
Transfer Agent: |
|
Van Kampen Investor Services, Inc. |
|
Invesco Aim Investment Services, Inc. |
15
|
|
|
|
|
|
|
Van Kampen Funds |
|
Acquiring Funds |
Distributor: |
|
Van Kampen Funds, Inc. |
|
Invesco Aim Distributors, Inc. |
|
|
|
|
|
Auditor: |
|
Ernst & Young LLP |
|
PricewaterhouseCoopers LLP |
Except as described below, there are no material differences in the types of services provided
by the services providers to the Acquiring Funds and the VK Funds.
Comparison of Share Classes and Distribution Arrangements
Each
share class of a VK Fund will be reorganized into a specific share
class of the corresponding Acquiring Fund, which are described below
and in Exhibit A of this Joint Proxy Statement/Prospectus. The
following section describes the different distribution arrangements
and eligibility requirements among the various share classes of the
Funds.
Share Classes and
Distribution Arrangements Van Kampen Funds Inc. (VK Distributors), a
wholly-owned subsidiary of Van Kampen, acts as the principal underwriter for the VK Funds pursuant
to a written agreement (VK Funds Distribution Agreement). Invesco Aim Distributors, Inc.
(Invesco Aim Distributors), a wholly-owned subsidiary of Invesco Advisers, is the principal
underwriter for the Acquiring Funds pursuant to a written agreement (Acquiring Funds Distribution
Agreement and, together with the VK Funds Distribution Agreement, the Distribution Agreements).
The Distribution Agreements provide that VK Distributors and Invesco Aim Distributors have the
exclusive right to distribute shares of the VK Funds and the Acquiring Funds, respectively, on a
continuous basis directly and through authorized financial intermediaries.
Class Structure. Class A, Class B, and Class C
shares of Van Kampen Money Market Fund, shares of Van Kampen Tax
Free Money Fund, Class A5,
Class B5, and Class C5 shares of AIM Money Market Fund
and Class A shares of the AIM Tax-Exempt Cash Fund each offer a distinct
structure of sales charges, distribution and service fees, and reductions and waivers thereto,
which are designed to address a variety of investment needs. The sales charges, distribution and
service fees and eligibility requirements of the VK Funds and Acquiring Funds are described, and
material differences are highlighted, in the following sub-sections.
Eligible
Investors. Class A, Class B and Class C shares of
Van Kampen Money Market Fund and shares of Van Kampen Tax Free Money
Fund are generally
available for purchase on any business day by retail investors through authorized dealers. AIM
Money Market Funds Class A5, B5, and C5 shares were created specifically for the Reorganization
and are closed to new investors; only investors who have continuously maintained an account in
Class A5, B5, and C5 in AIM Money Market Fund may make additional purchases into Class A5, B5, and
C5, respectively. Class A shares of AIM Tax-Exempt Cash Fund are available to all retail
investors, including individuals, trusts, corporations and other business and charitable
organizations, and eligible employee benefit plans. Additional information about the eligibility
requirements to purchase the VK Funds share classes and the Acquiring Funds share classes is
available in their respective prospectuses and SAIs.
Distribution Plans and Service Plans. The VK Funds have adopted a distribution plan (the VK
Distribution Plan) pursuant to Rule 12b-1 under the 1940 Act and a service plan (the VK Service
Plan), with respect to each class of its shares. Pursuant to the VK Distribution Plan and the VK
Service Plan, for Van Kampen Money Market Fund, payments may be made at the annual rate of up to
0.15% of average daily net assets attributable to Class A shares and at the annual rate of up to
0.90% of average daily net assets attributable to Class B and Class C shares; from such amount,
under the VK Service Plan, such Fund may spend up to 0.15% per year of the Funds average daily net
assets with respect to Class A shares, Class B shares and Class C shares. For Van Kampen Tax Free Money
Fund, payments may be at the annual rate of up to 0.25% of average daily net assets attributable to
its shares. Amounts received by VK Distributors may be spent for any activities or expenses
primarily intended to result in the sale of shares or the servicing of shareholders. However,
notwithstanding the foregoing expense limits, VK Distributors may be reimbursed from a VK Fund only
up to the amount it has spent on activities or expenses primarily intended to result in the sale of
shares or the servicing of shareholders. In addition, the VK Funds Board has further limited the
categories of distribution and shareholder servicing activities for which VK Distributors may be
reimbursed. It is not presently known whether the Acquiring Funds Board of Trustees will impose
any such limitations. However, consistent with Invesco Advisers contractual limitations on net
operating expense ratios of the Acquiring Funds as discussed above, it is not expected that the
Acquiring Funds Board or Invesco Advisers or its affiliates (including Invesco Aim Distributors)
would seek to change the limitations previously imposed by the VK Board through at least June 30,
2012. The distribution and shareholder service plans
16
for the classes of the Acquiring Funds offered in the Reorganizations will operate in a
similar manner to the VK Distribution Plan and the VK Service Plan.
The Acquiring Funds have also each adopted a distribution plan (the Acquiring Fund
Distribution Plan) pursuant to Rule 12b-1 under the 1940 Act and a service plan (the Acquiring
Fund Service Plan) with respect to Class A5,
Class B5, and Class C5 shares of AIM Money Market Fund
and Class A shares of AIM Tax-Exempt Cash Fund. Pursuant to
these plans, each Acquiring Fund is authorized to make payments to Invesco Aim Distributors in
connection with the distribution and shareholder services provided with respect to certain classes
of its shares. For AIM Tax-Exempt Cash Fund, payments may be made at the annual rate of up to
0.10% of Class A shares. For AIM Money Market Fund, payments may be made at the annual rate of up
to 0.15% of average daily net assets attributable to Class A5 shares and at the annual rate of up
to 0.90% of average daily net assets attributable to Class B5 and Class C5 shares. The
Distribution Plan adopted on behalf of the Class A5 shares, Class B5 shares and the Class C5 shares
of AIM Money Market Fund is a reimbursement type plan similar to that adopted by the VK Funds. The
Distribution Plan and Service Plan adopted on behalf of the Class A shares of AIM Tax-Exempt Cash
Fund is a compensation plan and thus it is possible that the Acquiring Fund Distribution Plan can,
in practice, result in payments in excess of the amounts actually paid under the VK Distribution
Plan and the VK Service Plan of Van Kampen Tax Free Money
Fund.
Sales Charges, Reductions and Waivers.
Van Kampen Money Market Fund Class A Shares, AIM Money Market Fund Class A5 Shares,
and Van Kampen Tax Free Money Fund Shares
Class A shares
of Van Kampen Money Market Fund, Class A5 shares of AIM
Money Market Fund, Class A shares of AIM Tax Exempt Cash Fund
and
shares of Van Kampen Tax Free Money Fund are sold at the offering price, which is the net asset
value (NAV), without a front-end or contingent deferred sales charge. If you acquire such
classes of shares of the Funds through an exchange involving Class A shares of another Fund that
were subject to a (CDSC), the shares acquired as a result of the exchange will continue to be
subject to the same CDSC.
Van Kampen Money Market Fund Contingent Deferred Sales Charge Class B Shares and AIM
Money Market Fund Contingent Deferred Sales Charge Class B5 Shares
You can buy Class B shares of Van Kampen Money Market Fund or Class B5 shares of AIM Money
Market Fund at the offering price, which is the NAV, without any front-end sales charge. With
Class B shares and Class B5 shares, you can buy the shares at NAV and agree that if you redeem your
shares within a certain amount of time of the purchase date, you will pay a CDSC based on how long
you have held your shares. Certain exemptions apply, as discussed below. With regard to Van
Kampen Money Market Fund, the CDSC is assessed on an amount equal to the lesser of the then-current
market value of the shares of the historical cost of the shares (which is the amount actually paid
at the time of original purchase) being redeemed. With regard to AIM Money Market Fund, the CDSC
on redemptions of shares is computed based on the lower of the original purchase price or NAV, net
of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC,
Class B shares of the VK Funds and the Acquiring Funds are accounted for on a first-in, first-out
basis, which means that you will redeem shares on which there are no CDSCs first and, then, shares
in the order of their purchase. If you own Class B shares of a VK Fund, the VK Fund CDSC schedule
will continue to apply to the Acquiring Fund Class B5 shares that you receive in connection with the
Reorganization, and such shares will be deemed to have been purchased on the date that you
purchased your Class B VK Fund shares. However, AIM Money Market Funds Class B5 CDSC schedule
will apply to any Class B5 shares that you purchase after the Reorganization.
For Van Kampen Money Market Fund, the Class B sales charge is as follows:
|
|
|
|
|
Year Since Purchase |
|
CDSC (as a percentage of dollar amount) |
First |
|
|
4.00 |
% |
Second |
|
|
4.00 |
% |
17
|
|
|
|
|
Year Since Purchase |
|
CDSC (as a percentage of dollar amount) |
Third |
|
|
3.00 |
% |
Fourth |
|
|
2.50 |
% |
Fifth |
|
|
1.50 |
% |
Sixth and After |
|
|
0.00 |
% |
|
|
For AIM Money Market Fund, the Class B5 sales charge is as follows: |
|
|
|
|
|
Year Since Purchase |
|
CDSC (as a percentage of dollar amount) |
First |
|
|
5.00 |
% |
Second |
|
|
4.00 |
% |
Third |
|
|
3.00 |
% |
Fourth |
|
|
3.00 |
% |
Fifth |
|
|
2.00 |
% |
Sixth |
|
|
1.00 |
% |
Seventh and After |
|
|
0.00 |
% |
Van Kampen Money Market Fund Contingent Deferred Sales Charge Class C Shares and AIM
Money Market Fund Contingent Deferred Sales Charge Class C5 Shares
You can buy Class C shares of Van Kampen Money Market Fund and Class C5 shares of AIM Money
Market Fund at the offering price, which is the NAV, without a front-end sales charge. The CDSC
for Class C shares of Van Kampen Money Market Fund and the Class C5 shares of AIM Money Market Fund
are identical. If you sell (redeem) your Class C or Class C5 shares within one year of purchase,
you will have to pay a CDSC of 1.00% based on your original purchase price of your shares. Class C
or Class C5 shares are not available for purchase of $1 million or more. In determining whether to
charge a CDSC, Class C shares of both Van Kampen Money Market Fund and AIM Money Market Fund are
accounted for on a first-in-first-out basis, which means that you will redeem shares on which there
are no CDSCs first and then shares in the order of their purchase. If you own Class C shares of a
VK Fund, the Acquiring Fund Class C shares that you receive in connection with the Reorganization
will be deemed to have been purchased on the date that you purchased your Class C VK Fund shares
for purposes of calculating whether any CDSC is owed upon the sale of such shares. The CDSC for
Class C or Class C5 shares is calculated as discussed above in Van Kampen Money Market Fund
Contingent Deferred Sales Charge Class B Shares and AIM Money Market Fund Contingent Deferred
Sales Charge Class B Shares.
Van Kampen Money Market Fund Contingent Deferred Sales Charge Waiver Class B and Class C
Shares and AIM Money Market Fund Deferred Sales Charge Waiver Class B5 and Class C5 Shares
You
may qualify for a CDSC waiver. Please see the Van Kampen Money Market Fund Prospectus and
SAI, which are incorporated by reference, for information on Van Kampen Money Market Funds Class B
and Class C shares CDSC exception.
Class B5 and Class C5 shares of AIM Money Market Fund that are otherwise subject to a CDSC
will not be charged a CDSC in the following circumstances:
|
|
|
If you participate in the Systematic Redemption Plan and withdraw up to 12% of the value
of your shares that are subject to a CDSC in any twelve-month period. |
|
|
|
|
If you redeem shares to pay account fees. |
|
|
|
|
If you are the executor, administrator or beneficiary of an estate or are otherwise
entitled to assets remaining in an account following the death or post-purchase disability
of a shareholder or beneficial owner and you choose to redeem those shares. |
Class B5 and Class C5 shares acquired through the reinvestment of dividends and distributions
are not subject to CDSCs.
18
Comparison of Purchase and Redemption Procedures
Purchase Procedures. The purchase procedures employed by the VK Funds and the Acquiring Funds
are similar. The VK Funds and the Acquiring Funds each offer shares through their respective
distributor on a continuous basis. Shares of the VK Funds and the Acquiring Funds may be purchased
directly through their respective transfer agents and through other authorized financial
intermediaries. The purchase price of each share of the VK Funds and the Acquiring Funds is based
on the NAV next determined after the order is received in good order by the VK Fund or Acquiring
Fund or their respective agent. Shareholders of the Acquiring Funds can make additional purchases
in an existing account by mail, telephone, or through the internet.
Additional information regarding the purchase procedures of the VK Funds and the Acquiring
Funds is available in their respective prospectuses. The cover page of this Joint Proxy
Statement/Prospectus explains how you can obtain a copy of each prospectus.
Investment Minimums. Each class of shares of the VK Funds require a minimum investment of
$1,000. For accounts participating in a systematic investment program, the minimum investment is
$50. Certain exemptions apply as set forth in the VK Funds prospectuses.
Class A, A5, B5, and C5 shares of the Acquiring Funds require a minimum investment of $1,000
($250 for IRA, Roth IRA, and Coverdell accounts). For accounts participating in a systematic
investment program, the minimum investment is $50 ($25 for IRA, Roth IRA, and Coverdell accounts).
Certain exemptions apply as set forth in the Acquiring Funds prospectuses. The investment
minimums required to purchase shares of the Acquiring Funds will be waived in connection with the
Reorganization for any VK Fund shareholder whose account balance is less than the required minimum.
The VK Funds and the Acquiring Funds each maintain a $50 minimum for subsequent investments
(with regard to the Acquiring Funds, $25 for IRA, Roth IRA, and Coverdell accounts).
Redemption Procedures. The redemption procedures employed by the VK Funds and the Acquiring
Funds are substantially similar, with a few exceptions. Shareholders of both the VK Funds and the
Acquiring Funds may redeem shares by mail, by telephone, through an authorized dealer or financial
adviser, and through the Internet. Generally, both the VK Funds and the Acquiring Funds forward
redemption proceeds within one day, but no later than seven days, with certain limited exceptions.
The VK Funds and the Acquiring Funds each make redemptions in cash, typically by check, electronic
bank transfer, or wire. Both the VK Funds and the Acquiring Funds reserve the right to determine
whether to satisfy redemption requests by making payments in securities or other property (also
known as a redemption in kind).
Both the VK Funds and the Acquiring Funds reserve the right to redeem shares where a
shareholders account balance falls below $500, subject to certain limitations. Both the VK Funds
and the Acquiring Funds provide notice and an opportunity for shareholders to increase their
account balance prior to redeeming the account.
The VK Funds offer shareholders a check writing privilege, which allows shareholders to write
checks against the value of the shares in their account. AIM Money Market Fund does not provide
check writing privileges to holders of Class A5 shares, Class B5 shares or Class C5 shares. AIM
Tax-Exempt Cash Fund provides check privileges for holders of Class A shares. The check writing
privileges of AIM Tax-Exempt Cash Fund differ from those of Van Kampen Tax Free Money Fund in that
AIM Tax-Exempt Cash Fund requires checks to be written in amounts of $250 or more, while Van Kampen
Tax Free Money Fund requires checks to be written in amounts of $100 or more.
Redemption Fees. Many mutual funds impose redemption fees on shares held for less than a
specified period of time. However, the Funds do not impose redemption fees. Other funds in the VK
family of funds and AIM family of funds have redemption fees.
Low Balance Fees. Van Kampen Money Market Fund and Van Kampen Tax Free Money Fund charge a
low balance fee of $12 per year for accounts under $750. The Acquiring Funds do not have an
account maintenance fee.
19
Comparison of Exchange Privileges
Shares of a VK Fund may generally be exchanged for shares of the same class of other VK Funds
that are available for purchase and offer an exchange feature. Exchanges of shares are based on
the next determined NAV per share of the VK Fund, subject to certain limitations, exceptions, and
procedures. Shares of an Acquiring Fund may also be exchanged for shares of the same class of
other Acquiring Funds or other funds in the AIM Family of Funds, subject to certain limitations,
exceptions, and procedures. In addition, shareholders of Class A, Class A5, and Class C5 shares of
an Acquiring Fund who are otherwise eligible to purchase Class Y shares of the same fund may
exchange Class A, Class A5 and Class B5 shares for Class Y shares of the same Acquiring Fund.
Class A5 shares may also be exchanged into Class A, Investor Class and AIM Cash Reserves shares.
Class B5 and Class C5 shares may also be exchange into Class B and Class C shares, respectively, of
the Acquiring Funds.
Shareholders of a VK Fund or Acquiring Fund seeking to exchange their shares are subject to
the exchange policies of the VK Fund or Acquiring Fund into which they are seeking to exchange.
In addition, the Fund into which a shareholder is seeking to exchange may have different investment objectives, principal
investment strategies, risks, fees (including 12b-1 fees) and other features of which shareholders
should be aware before making an exchange.
Additional information regarding the exchange privileges of the VK Funds and the Acquiring Funds
are available in their respective prospectuses. The cover page of this Joint Proxy
Statement/Prospectus explains how you can obtain a copy of each prospectus.
Comparison of Dividend and Distribution Policies and Fiscal Years
Dividend and Distribution Policies. Each VK Fund and its corresponding Acquiring Fund have
similar policies regarding the payment of dividends and distributions. Each VK Fund and its
corresponding Acquiring Fund may declare daily and pay monthly dividends of net investment income,
if any, and capital gains distributions, if any, are made at least annually. The VK Funds and
Acquiring Funds may also declare and pay capital gains distributions more than once per year as
permitted by law. The VK Funds and Acquiring Funds automatically reinvest any dividends from net
investment income or capital gains distributions, unless otherwise instructed by a shareholder to
pay dividends and distributions in cash or in shares of an eligible other fund. The amount of
dividends and distributions will vary, and there is no guarantee that either the VK Funds or the
Acquiring Funds will pay either a dividend from net investment income or a capital gains
distribution.
Additional information regarding the dividend and distribution policies of the VK Funds and
the Acquiring Funds is available in their respective prospectuses. The cover page of this Joint
Proxy Statement/Prospectus explains how you can obtain a copy of the prospectuses.
Fiscal Years. Van Kampen Money Market Funds fiscal year ends May 31. AIM Money Market
Funds fiscal year ends July 31. Van Kampen Tax Free Money Funds fiscal year ends June 30. AIM
Tax-Exempt Cash Funds fiscal year ends March 31. As a result, the Acquiring Funds will deliver
annual and semi-annual shareholder reports and updated prospectuses at a different time each year
from when the VK Funds delivered this information.
Comparison of Business Structures, Shareholder Rights and Applicable Law
Each Acquiring Fund and each VK Fund is, or is a series of, a Delaware statutory trust. As a
result, there are no material differences between the rights of shareholders under the governing
law of the VK Funds and the corresponding Acquiring Funds except differences in the organizational
instruments of these entities, which are described below. The following is a discussion of certain
important provisions of the organizational instruments and governing laws of each VK Fund and its
corresponding Acquiring Fund but is not a complete description thereof. Further information about
each Funds governance structure is contained in the Funds SAI and its governing documents, which
are on file with the SEC.
Shares. When issued and paid for in accordance with the prospectus, shares of both a VK Fund
and the corresponding Acquiring Fund are fully paid and non-assessable, have no preemptive or
subscription rights, and are freely transferable. Each share of both a VK Fund and the
corresponding Acquiring Fund represents an equal interest in such Fund. Shares of each Fund are
entitled to receive a pro rata share of distribution of income and capital gains, if any, made with
respect to that Fund as are declared by its Board, although such distributions may vary in amount
among the classes of a Fund to reflect class-specific expenses. Such distributions may be in cash,
in kind or in additional Fund shares. In any liquidation of a VK Fund or an Acquiring Fund, each
shareholder is
20
entitled to receive his or her pro rata share of the net assets of the Fund, after
satisfaction of all outstanding liabilities and expenses of the Fund.
Organization and Governing Law
The VK Funds and the Acquiring Funds are organized as Delaware statutory trusts (DSTs) under
the Delaware Statutory Trust Act. Each VK Fund and Acquiring Fund organized as a DST is governed
by its Declaration of Trust (a Declaration) and its By-Laws. The business and affairs of each VK
Fund and Acquiring Fund organized as a DST are managed under the supervision of its respective
Board of Trustees.
Each Fund is subject to the federal securities laws, including the 1940 Act, and the rules and
regulations promulgated by the SEC thereunder.
Shareholder Meetings and Rights of Shareholders to Call a Meeting. Neither the VK Funds nor
the Acquiring Funds are required to hold annual shareholders meetings under the Delaware Statutory
Trust Act or their respective Declarations or By-Laws. The governing instruments of each Fund
generally provide that special meetings of shareholders may be called for any purpose at any time
by the Board, Chairman of the Board or, with respect to a VK Fund, the President. In addition, the
governing instruments for each Fund provide that shareholders may call a special meeting of
shareholders under certain circumstances. In the case of all Funds, such a meeting may be called
for the purpose of voting on the removal of any Trustee upon the written request of shareholders
owning at least 10% of the outstanding shares entitled to vote.
Submission of Shareholder Proposals. Neither VK Fund has provisions in its governing
instruments requiring a VK Fund shareholder to provide notice to the VK Fund in advance of a
shareholder meeting to enable the shareholder to present a proposal at such meeting, although the
federal securities laws, which apply to all of the Funds, require that certain conditions be met to
present any proposals at shareholder meetings, as described below under Shareholder Proposals.
The By-Laws of the Acquiring Funds require that certain conditions be met to present any
shareholder proposals at either an annual or a special meeting of shareholders, including that
notice be given to the Acquiring Fund by a shareholder in advance of a shareholder meeting. With
respect to a special meeting of shareholders, only that business which is to be brought before the
meeting pursuant to the Acquiring Funds notice of meeting may be conducted. If the Acquiring
Funds Board determines to elect Trustees at a special meeting, in order for a shareholder to bring
a nomination before such meeting, written notice must be delivered to the Secretary of the
Acquiring Fund no later than the 90th day, nor earlier than the 120th day
prior to such special meeting or the 10th day following the public announcement of the
meeting date. Failure to satisfy the requirements of this advance notice provision will mean that
a shareholder may not be able to present a proposal at a meeting.
Quorum. For each VK Fund, the Declaration and By-Laws provide that a quorum will exist if
shareholders entitled to vote a majority of the issued and outstanding shares entitled to vote of
the VK Fund on the record date are present at the meeting in person or by proxy. However, a quorum
is not necessary to vote on adjournments. The By-Laws of the Acquiring Funds provide that a quorum
will exist if shareholders entitled to vote one-third of the outstanding shares present in person
or by proxy, unless otherwise provided by law or the Declaration. However, a quorum is not
necessary to vote on adjournments.
Shareholder Voting Rights
Number of Votes; Aggregate Voting. The governing instruments of the VK Funds and Acquiring
Funds provide that each shareholder is entitled to one vote for each whole share that they hold,
and a fractional vote for each fractional share that they hold. The VK Funds Declarations provide
that shareholders are not entitled to cumulative voting in the election or removal of Trustees.
The Acquiring Funds Declarations and By-Laws do not specifically address the issue of cumulative
voting, but under applicable law their shareholders are not entitled to cumulative voting. The
Declarations of the VK Funds require that matters submitted to shareholders shall be submitted to
a separate vote of the shareholders of each VK Fund entitled to vote thereon except (1) when the
1940 Act or other law requires that the matter be submitted to all shareholders of the VK Fund
voting together without regard to class or series or (2) the Trustees determine that the matter
to be voted upon affects only the rights or
interests of one or more series but not all. The governing
instruments of the Acquiring
Fund provide that all shares shall be voted together,
except when required by applicable law or when the Trustees have determined that the matter affects
the interests of one or more series (or classes), then only the shareholders of all such affected
series (or classes) are entitled to vote.
21
Right to Vote. The 1940 Act provides that shareholders of each Fund have the power to vote
with respect to certain matters: specifically, for the election of Trustees, the selection of
auditors (under certain circumstances), approval of investment advisory agreements and plans of
distribution, and amendments to policies, objectives or restrictions deemed to be fundamental.
Shareholders of each Fund also have the right to vote on certain matters affecting the Fund or a
particular share class thereof under their respective governing instruments and applicable state
law. The following summarizes the matters on which Fund shareholders have a right to vote under
their governing instrument as well as the minimum shareholder vote required to approve the matter.
For matters on which shareholders of a Fund do not have a right to vote, the Trustees of the Fund
may nonetheless determine to submit the matter to shareholders for approval. If an approval is
required by the 1940 Act, then, except for the election of trustees, the vote
required by the 1940 Act is the lesser of (a) 67% or more of the shares present at the meeting, if
the holders of more than 50% of the outstanding shares entitled to vote are present or represented
by proxy; or (b) more than 50% of the outstanding shares entitled to vote. If a vote is not
required by the 1940 Act, the Declaration or By-Laws typically establish the voting standards.
Election and Removal of Trustees. The shareholders of all Funds are entitled to vote for the
election and the removal of Trustees. For all Funds, Trustees are elected by a plurality vote
(i.e., the nominees receiving the greatest number of votes are elected). For Van Kampen Tax Free
Money Fund and for the Acquiring Funds, any Trustee may be removed by a vote of two-thirds of the
outstanding shares of the applicable Trust. For Van Kampen Money Market Fund, a majority of the
outstanding shares may remove a Trustee.
Amendment of Governing Instruments. Generally, the Trustees of each Fund have the right to
amend, from time to time, the Declaration and Bylaws for the Funds. For the VK Funds, shareholders
have the right to vote on any amendment to the Declaration that would adversely affect their rights
as shareholders. Such an amendment is adopted when approved by shareholders holding a majority of
all the shares outstanding and entitled to vote on the matter. Shareholders of the Acquiring Funds
have the power to vote on any amendment to the Declaration that would reduce their rights to
indemnification as shareholders. In addition, shareholders of these Funds also have the right to
vote on any amendments to the Declaration that would amend these voting rights. Approval of any
such amendment requires the affirmative vote of at least two-thirds of the outstanding shares
entitled to vote on the matter. In addition, shareholders of the Acquiring Funds also have the
right to vote on any amendments to the Declaration that would amend these voting rights. Approval
of any such amendment requires the affirmative vote of holders of a majority of the shares cast at
a meeting where a quorum is present.
Mergers and Reorganizations. The Declaration of each VK Fund provides that a merger,
consolidation or other reorganization of such Fund requires the approval of the holders of not less
than a majority of the outstanding shares of such Fund. For each of the Acquiring Funds, any
merger, consolidation or other reorganization of a Fund (other than solely for the purpose of
changing domicile or form of organization) requires the approval of the holders of a majority of
the shares entitled to vote that are present at the meeting in person or by proxy.
Liquidation of a Fund. Each VK Fund may be liquidated only upon the approval of the holders
of a majority of the outstanding shares entitled to vote. Each Acquiring Fund may be liquidated by
the Board of Trustees without shareholder approval.
Liability of Shareholders
Consistent with the Delaware Statutory Trust Act, the Declarations for each VK Fund and the
Declarations for the Acquiring Funds generally provide that shareholders will not be subject to
personal liability for the obligations of the Fund. Similar statutory or other authority limiting
statutory trust shareholder liability does not apply in many other states, however, and a
shareholder subject to proceedings in courts in other states, which may not apply Delaware law, may
be subject to liability. To guard against this risk, the governing instruments for each VK Fund
and each Acquiring Fund contain an express disclaimer of shareholder liability for acts of the Fund
and provide for shareholder indemnification out of the Fund if any shareholder is personally held
liable for the obligations of the Fund.
Liability of Trustees and Officers; Indemnification
22
Liability of Trustees/Directors and Officers. Consistent with the 1940 Act, the governing
instruments for all of the Funds provide that no Trustee, officer, employee or agent of the Funds
shall be subject to any personal liability in connection with the assets or affairs of the Funds,
except for liability arising from his or her own willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of the office or the discharge of his
or her functions (Disqualifying Conduct).
Indemnification. For each VK Fund, the Declaration generally provides for the indemnification
of each of its Trustees, officers, employees and agents (Covered Persons) against all liabilities
and expenses incurred by any Covered Person in connection with defending any action in which such
Covered Person may be involved (or with which such Covered Person may be threatened) by reason of
being or having held such position with the applicable VK Fund, except with respect to any matter
as to which it has been determined that such Covered Person (i) did not act in good faith in the
reasonable belief that such Covered Persons action was in or not opposed to the best interests of
the applicable VK Fund; (ii) had engaged in Disqualifying Conduct; or (iii) for a criminal
proceeding, had reasonable cause to believe that his conduct was unlawful. The VK Funds may
advance expenses incurred by a Covered Person, provided that the Covered Person shall have
undertaken to repay the amounts so paid if it is ultimately determined that indemnification of such
expenses was not authorized; and (i) the Covered Person provides security for his or her
undertaking to reimburse the expenses; (ii) the VK Fund is insured against losses arising by reason
of covering such expenses; or (iii) a determination is made that there is reason to believe the
Covered Person will ultimately be found entitled to indemnification. Such rights to
indemnification are not exclusive and do not affect any other rights the Covered Person may have,
including under any liability insurance policy.
The Declaration and By-Laws of the Acquiring Funds provide that every person who is or was a
Trustee, officer, employee or agent of an Acquiring Fund (each a Covered Person) shall be
indemnified by the applicable Acquiring Fund for expenses incurred or incurred in the defense or
settlement of any proceeding to which such Covered Person is made a party or is threatened to be
made a party by reason of the fact that such person is a Covered Person. For proceedings not by or
in the right of an Acquiring Fund (i.e., derivative lawsuits), such indemnification may also cover
fines and amounts paid in settlement actually and reasonably incurred by such person in connection
with such proceeding. The Acquiring Fund shall advance to such Covered Persons such expenses in
advance of the proceedings final disposition, to the same extent as provided to the VK Funds
Covered Persons described above. However, no Covered Person shall be indemnified for any expenses,
judgments, fines, amounts paid in settlement, or other liability or loss arising by reason of his
or her Disqualifying Conduct.
Terms of the Reorganization
The terms and conditions under which each Reorganization may be consummated are set forth in
the Agreement. Significant provisions of the Agreement are summarized below; however, this summary
is qualified in its entirety by reference to the form of Agreement, a copy of which is attached as
Exhibit F to this Joint Proxy Statement/Prospectus.
With respect to each Reorganization, if shareholders of the VK Fund approve the Agreement and
other closing conditions are satisfied, the assets of the VK Fund will be delivered to the
Acquiring Funds custodian for the account of the Acquiring Fund in exchange for the assumption by
the Acquiring Fund of liabilities of the VK Fund and delivery by the Acquiring Fund to the holders
of the record as of the Effective Time of the issued and outstanding shares of the VK Fund of a
number of shares of the Acquiring Fund (including, if applicable, fractional shares rounded to the
nearest thousandth), having an aggregate NAV to the value of the net assets of the VK Fund so
transferred, all determined and adjusted as provided in the Agreement. The value of your account
with an Acquiring Fund immediately after the Reorganization will be the same as the value of your
account with the VK Fund immediately prior to the Reorganization.
The class or classes of Acquiring Fund shares that you will receive in connection with the
Reorganization will depend on the class or classes of VK Fund shares that you hold. The share
classes that will be issued by the Acquiring Funds to the holders of the various share classes of
the VK Funds are described on Exhibit A.
Each VK Fund and each Acquiring Fund has made representations and warranties in the form of
Agreement attached as Exhibit F that are customary in matters such as the Reorganizations. These
representations
23
and warranties were made solely for the benefit of the parties to the Agreement and (i) were
not intended to be treated as categorical statements of fact, but rather as a way of allocating the
risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified
in the Agreement by disclosures that were made in connection with the negotiation of the Agreement;
(iii) may apply contract standards of materiality that are different from materiality under the
applicable securities laws; and (iv) were made only as of the date of the Agreement or such other
dates as may be specified in the Agreement.
If shareholders approve the Reorganizations and if all of the closing conditions set forth in
the Agreement are satisfied or waived, consummation of the Reorganizations (the Closing) is
expected to occur on or about [ ], 2010, (the Closing Date) immediately prior to the
opening of regular trading on the New York Stock Exchange (NYSE) on the Closing Date (the
Effective Time) on the basis of values calculated as of the close of regular trading on the NYSE
on the business day next preceding the Closing Date (the Valuation Date). The consummation of
any particular Reorganization is not conditioned upon the consummation of any other Reorganization.
As a result, the Reorganization may close at different times if, for example, shareholders of one
or more VK Funds have not approved their respective Reorganizations at the time of the closing of
the Transaction. In addition, the parties may choose to delay the consummation of a Reorganization
that shareholders have approved so that all or substantially all of the Reorganizations are
consummated at the same time.
For a description of the vote required to approve the Agreement, see Vote Necessary to
Approve the Agreement section of this Joint Proxy Statement/Prospectus. Following receipt of the
requisite shareholder vote for a Reorganization and as soon as reasonably practicable after the
Closing, the outstanding shares of the VK Fund will be cancelled in accordance with its governing
documents and applicable law.
One of the principal conditions to Closing is that the Transaction has been consummated. The
Transaction is governed by a separate transaction agreement, which requires that a minimum amount
of assets of Morgan Stanleys retail asset management business agree to transfer to Invesco. If
this condition is not satisfied, none of the Reorganizations will be consummated.
The obligations of each Acquiring Fund and each VK Fund are subject to other conditions,
including the following conditions:
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the Acquiring Fund Registration Statement on Form N-14 under the Securities Act of
1933 (the 1933 Act) shall have been filed with the SEC and such Registration
Statement shall have become effective, and no stop-order suspending the effectiveness
of the Registration Statement shall have been issued; |
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the shareholders of the VK Fund shall have approved the Agreement; |
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the Acquiring Fund and VK Fund have each delivered an officers certificate
certifying that all agreements and commitments set forth in the Agreement have been
satisfied; and |
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the Acquiring Fund and VK Fund have received a legal opinion that the consummation
of the transactions contemplated by the Agreement will not result in the recognition of
gain or loss for federal income tax purposes for the VK Fund or its shareholders or
Acquiring Fund. |
If shareholders of a VK Fund do not approve the Agreement or if the Reorganization does not
otherwise close, the VK Board will consider what additional action to take.
The Agreement may be terminated and the Reorganization may be abandoned at any time by mutual
agreement of the parties, or by either party if the Closing does not occur on or before September
30, 2010 or if one or more of the parties shall have materially breached its obligations under the
Agreement. The Agreement may be amended or modified in a writing signed by the parties to the
Agreement.
Morgan Stanley and Invesco have made certain covenants in the Transaction Agreement regarding
compliance with Section 15(f) of the 1940 Act, which, in pertinent part, provides a safe harbor for
the receipt by an investment adviser or any of its affiliated persons of any amount or benefit in
connection with certain transactions,
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such as the Transaction, involving an assignment of an investment management services
agreement as long as two conditions are satisfied.
The first condition requires that no unfair burden be imposed on the investment company as a
result of the Transaction, or as a result of any express or implied terms, conditions or
understandings applicable to the Transaction. The term unfair burden, as defined in the 1940
Act, includes any arrangement during the two-year period after the change in control whereby the
investment adviser (or predecessor or successor investment adviser), or any interested person of
any such investment adviser, receives or is entitled to receive any compensation, directly or
indirectly, from such investment company or its security holders (other than fees for bona fide
investment advisory or other services) or from any person in connection with the purchase or sale
of securities or other property to, from or on behalf of such investment company (other than bona
fide ordinary fees for principal underwriting services). No such compensation arrangements are
contemplated in the Transaction. Morgan Stanley and Invesco have agreed to refrain from imposing
or seeking to impose, for a period of two years after the closing of the Transaction, any unfair
burden on the Funds.
The second condition requires that, during the three-year period immediately following the
closing of such a transaction, at least 75% of the investment companys board of directors or
trustees must not be interested persons (as defined in Section 2(a)(19) of the 1940 Act) of the
investment adviser or predecessor investment adviser. The Acquiring Fund Board of Trustees
currently satisfies such 75% requirement. Invesco has agreed with Morgan Stanley to use its
reasonable best efforts to ensure continued satisfaction of the 75% requirement for the three-year
period following the closing of the Transaction.
Discussion of Principal Risks Associated with the Acquiring Funds
Each VK Fund and its corresponding Acquiring Fund have substantially similar investment
objectives and principal investment strategies and invest in substantially the same types of
securities. As a result, the risks associated with an investment in each Acquiring Fund are
substantially similar to the risks associated with an investment in the corresponding VK Fund. The
following paragraphs summarize the principal risks that apply to the VK Funds and the Acquiring
Funds. The enclosed prospectus of the Acquiring Fund contains a discussion of these risks. For
more information on the risks associated with the Acquiring Funds, see the [Investment Strategies
and Risks] section of each Acquiring Funds SAI. See the cover page of this Joint Proxy
Statement/Prospectus for a description of how you can obtain a copy of the SAI.
All of the Funds entail the following risks:
Money Market Fund Risk. An investment in a Fund is not insured or guaranteed by the FDIC or
any other government agency. Although each Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the Fund. Additionally, the Funds
yield will vary as the short-term securities in its portfolio mature or are sold and the proceeds
are reinvested in other securities. The following factors could reduce a Funds income and/or
share price:
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sharply rising or falling interest rates; |
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the risk that a given portfolio instrument that has been structured as to its credit
quality, duration, liquidity, or other features to meet existing industry standards
regarding the appropriateness of such instrument for investment by a money market fund. |
Interest Rate Risk. Interest rate risk refers to the risk that bond prices generally fall as
interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds
differ in their sensitivity to changes in interest rates depending on their individual characteristics. One measure of this sensitivity
is called duration. The longer the duration of a particular bond, the greater is its price
sensitivity is to interest rates. Similarly, a longer duration portfolio of securities has greater
price sensitivity. Falling interest rates may also prompt some issuers to refinance existing debt,
which could affect the Funds performance.
Market Risk. The prices of and the income generated by the Funds securities may decline in
response to, among other things, investor sentiment; general economic and market conditions;
regional or global instability; currency and interest rate fluctuations. The prices of and the
income generated by securities held by a Fund may decline in response to certain other events,
including those directly involving the issuers, or in the case of industrial development revenue
bonds, the company for whose benefit the bonds are being issued.
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Credit Risk. The issuers of instruments in which the Fund invests may be unable to meet
interest and/or principal payments. An issuers securities may decrease in value if its financial strength weakens, which may
reduce its credit rating and possibly its ability to meet its contractual obligations. Changes in
the credit quality of financial institutions providing liquidity and credit enhancements could
cause a Fund to experience a loss.
Management Risk. There is no guarantee that the investment techniques and risk analyses used
by a Funds portfolio managers will produce the desired results.
Municipal Securities Risk. The value of, payment of interest and repayment of principal with
respect to, and the ability of the Fund to sell, a municipal security may be affected by
constitutional amendments, legislative enactments, executive orders, administrative regulations,
voter initiatives, and the issuers regional economic conditions. Revenue bonds are generally not
backed by the taxing power of the issuing municipality. To the extent that a municipal security is
not heavily followed by the investment community or such security issue is relatively small, the
security may be difficult to value or sell at a desirable price. If the Internal Revenue Service
determines that an issuer of a municipal security has not complied with applicable tax
requirements, interest from the security could be treated as taxable, which could result in a
decline in the securitys value. In addition, because many municipal securities are issued to
finance similar projects, especially those relating to education, health care, transportation and
utilities, conditions in those sectors can affect the overall municipal securities market and the
Fund. Moreover, sizeable investments in securities issued to finance similar projects could
involve an increased risk to a Fund if economic or other factors adversely affect the viability of
these projects.
Income risk. The income you receive from the Fund is based primarily on short-term interest
rates, which can vary widely over time. If short-term interest rates drop, your income from the
Fund may drop as well.
U.S. Government Obligations Risk. The Fund may invest in obligations issued by agencies and
instrumentalities of the U.S. government that may vary in the level of support they receive from
the government. The government may choose not to provide financial support to government sponsored
agencies or instrumentalities if it is not legally obligated to do so, in which case if the issuer
defaulted, the underlying fund holding securities of the issuer might not be able to recover its
investment from the U.S. Government.
Van Kampen Money Market Fund and AIM Money Market Fund both entail the following
additional principal risks:
Foreign Securities Risk. The value of a Funds foreign investments, such as foreign bank
obligations and including those denominated in U.S. dollars, may be adversely affected by
political, economic, and social instability in their home countries, by changes in economic or
taxation policies in those countries, seizure of nationalization of deposits, or by the difficulty
in enforcing obligations in those countries. Foreign companies generally may be subject to less
stringent regulations than U.S. companies, including financial reporting requirements and auditing
and accounting controls. As a result, there generally is less publicly available information about
foreign companies than about U.S. companies. Trading in many foreign securities may be less
liquid and more volatile than U.S. securities due to the size of the market or other factors.
Repurchase Agreement Risk. If the seller of a repurchase agreement in which a Fund invests
defaults on its obligation or declares bankruptcy, a Fund may experience delays in selling the
securities underlying the repurchase agreement. As a result, a Fund may incur losses arising from
decline in the value of those securities, reduced levels of income and expenses of enforcing its
rights.
Industry Focus Risk. To the extent that a Fund invests in securities issued or guaranteed by
companies in the banking and financial services industries, the Funds performance will depend to a
greater extent on the overall condition of those industries. Financial services companies are
highly dependent on the supply of short-term financing. The value of securities of issuers in the
banking and financial services industry can be sensitive to changes in government regulation and
interest rates and to economic downturns in the United States and abroad.
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AIM Tax-Exempt Cash Fund entails, but Van Kampen Tax Free Money Fund does not entail, the
following additional principal risks:
Foreign Credit Exposure Risk. U.S. dollar denominated securities which carry foreign credit
exposure may be affected by unfavorable political, economic or governmental developments that could
affect the repayment of principal or the payment of interest.
Leverage Risk. Leverage exists when a Fund purchases or sells an instrument or enters into a
transaction without investing cash in an amount equal to the full economic exposure of the
instrument or transaction. Such instruments may include, among others, reverse repurchase
agreements, written options, and derivatives, and transactions may include the use of when-issued,
delayed delivery or forward commitment transactions. The Fund mitigates leverage risk by
segregating or earmarking liquid assets or otherwise covers transactions that may give rise to such
risk. To the extent that the Fund is not able to close out a leveraged position because of market
illiquidity, the Funds liquidity may be impaired to the extent that it has a substantial portion
of liquid assets segregated or earmarked to cover obligations and may liquidate portfolio positions
when it may not be advantageous to do so. Leveraging may cause the Fund to be more volatile
because it may exaggerate the effect of any increase or decrease on the value of the Funds
portfolio securities. There can be no assurance that the Funds leverage strategy will be
successful.
Synthetic Municipal Securities Risk. The tax-exempt character of the interest paid on
synthetic municipal securities is based on the tax-exempt income stream from the collateral. The
Internal Revenue Service has not ruled on this issue and could deem income derived from synthetic
municipal securities to be taxable.
Derivatives Risk. Derivatives are financial contracts whose value depends on or is derived
from an underlying asset (including an underlying security), reference rate or index. Derivatives
may be used as a substitute for purchasing the underlying asset or as a hedge to reduce exposure to
risks. The use of derivatives involves risks similar to, as well as risks different from, and
possibly greater than, the risks associated with investing directly in securities or other more
traditional instruments. Risks to which derivatives may be subject include market, interest rate,
credit, leverage and management risks. They may also be more difficult to purchase, sell or value
than other investments. When used for hedging or reducing exposure, the derivative may not
correlate perfectly with the underlying asset, reference rate or index. The Fund when investing in
a derivative could lose more than the cash amount invested. Over the counter derivatives are also
subject to counterparty risk, which is the risk that the other party to the contract will not
fulfill its contractual obligation to complete the transaction with the fund. In addition, the use
of certain derivatives may cause the Fund to realize higher amounts of income or short-term capital
gains (generally taxed at ordinary income tax rates).
Federal Income Tax Consequences
The following is a general summary of the material U.S. federal income tax consequences of the
Reorganization and is based upon the current provisions of the Internal Revenue Code of 1986, as
amended (the Code), the existing U.S. Treasury Regulations thereunder, current administrative
rulings of the Internal Revenue Service (IRS) and published judicial decisions, all of which are
subject to change. This discussion is limited to U.S. persons who hold shares of a VK Fund as
capital assets for federal income tax purposes. This summary does not address all of the federal
income tax consequences that may be relevant to a particular shareholder or to shareholders who may
be subject to special treatment under the federal income tax laws. The principal federal income
tax consequences that are expected to result from the Reorganization of each VK Fund with and into
its corresponding Acquiring Fund, under currently applicable law, are as follows:
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the Reorganization will qualify as a reorganization within the meaning of
Section 368(a) of the Code; |
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no gain or loss will be recognized by the VK Fund upon the transfer of its
assets to the Acquiring Fund solely in exchange for shares of the Acquiring Fund
and the Acquiring Funds assumption of the liabilities of the VK Fund or on the
distribution of those shares to the VK Funds shareholders;
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no gain or loss will be recognized by the Acquiring Fund on its receipt of
assets of the VK Fund solely in exchange for shares of the Acquiring Fund issued
directly to the VK Funds shareholders; |
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no gain or loss will be recognized by any shareholder of the VK Fund upon the
exchange of shares of the VK Fund solely for shares of the Acquiring Fund; |
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the aggregate tax basis of the shares of the Acquiring Fund to be received by a
shareholder of the VK Fund will be the same as the shareholders aggregate tax
basis of the shares of the VK Fund surrendered in exchange therefor; |
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the holding period of the shares of the Acquiring Fund to be received by a
shareholder of the VK Fund will include the period for which such shareholder held
the shares of the VK Fund exchanged therefor, provided that such shares of the VK
Fund are capital assets in the hands of such shareholder as of the Closing; and |
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the Acquiring Fund will thereafter succeed to and take into account any capital
loss carryover and certain other tax attributes of the VK Fund. |
Prior to the closing of a Reorganization, a VK Fund will distribute to its shareholders any
undistributed income and gains to the extent required to avoid entity level tax or as otherwise
deemed desirable. Neither the VK Funds nor the Acquiring Funds have requested or will request an
advance ruling from the IRS as to the federal tax consequences of the Reorganization. As a
condition to Closing, Stradley Ronon Stevens & Young, LLP will render a favorable opinion to each
VK Fund and its corresponding Acquiring Fund as to the foregoing federal income tax consequences of
the Reorganization, which opinion will be conditioned upon, among other things, the accuracy, as of
the Effective Time, of certain representations of the VK Fund and corresponding Acquiring Fund upon
which Stradley Ronon Stevens & Young, LLP will rely in rendering its opinion. The conclusions
reached in that opinion with respect to a particular Reorganization could be jeopardized if the
representations of the VK Fund and/or the corresponding Acquiring Fund are incorrect in any
material respect. A copy of the opinion will be filed with the SEC and will be available for
public inspection. See Information Filed with the Securities and Exchange Commission.
Opinions of counsel are not binding upon the IRS or the courts. If a Reorganization is
consummated but the IRS or the courts determine that the Reorganization does not qualify as a
tax-free reorganization under the Code, and thus is taxable, the applicable VK Fund would recognize
gain or loss on the transfer of its assets to its corresponding Acquiring Fund and each shareholder
of the VK Fund would recognize a taxable gain or loss equal to the difference between its tax basis
in its VK Fund shares and the fair market value of the shares of the Acquiring Fund it receives.
Even if a Reorganization did not qualify as a tax-free reorganization, there should be no material
adverse federal income tax consequences to shareholders of the VK Funds because the VK Funds are
money market funds that strive to maintain a stable net asset value of $1.00 per share. The
failure of one Reorganization to qualify as a tax-free reorganization would not adversely affect
any other Reorganization.
General Limitation on Capital Losses. Capital losses of a fund can generally be carried
forward to each of the eight (8) taxable years succeeding the loss year to offset future capital
gains, subject to an annual limitation if there is a more than 50% change in ownership of a fund.
The Reorganization will result in a more than 50% change in ownership of each VK Fund, as the
smaller of the two Funds in each Reorganization. As a result, the capital loss carryovers
(together with any current year realized capital gain/loss and unrealized appreciation/depreciation
in value of the investments, if any, collectively referred to as total net capital loss
carryovers) of each VK Fund will be subject to an annual limitation for federal income tax
purposes. The actual annual loss limitation will generally equal the aggregate net asset value of
the VK Fund on the closing date multiplied by the long-term tax-exempt rate for ownership changes
during the month in which the Reorganization closes. The annual limitation on the use of each VK
Funds total net capital loss carryovers is not expected to be material.
Tracking Your Basis and Holding Period; State and Local Taxes. After the Reorganization, you
will continue to be responsible for tracking the adjusted tax basis and holding period of your
shares for federal income tax purposes. You should consult your tax adviser regarding the effect,
if any, of the Reorganization in light of your
28
individual circumstances. You should also consult your tax adviser about the state and local
tax consequences, if any, of the Reorganization.
Accounting Treatment
The Reorganizations will be accounted for on a tax-free combined basis. Accordingly, the book
cost basis to each Acquiring Fund of the assets of the corresponding VK Fund will be the same as
the book cost basis of such assets to the VK Fund.
BOARD CONSIDERATIONS
At several in-person and telephonic meetings held in August, September, October, November and
December 2009, the VK Board discussed and ultimately approved the Reorganizations.
At these meetings, the Board considered information provided by Morgan Stanley, Van Kampen and
Invesco regarding, among other things: Invescos organization and personnel; business strategy;
ownership structure; financial strength; affiliations (including other asset management
affiliations); asset management practices and capabilities; legal and regulatory matters; and
compliance matters. Emphasis during these meetings focused on Invesco being a global investment
management leader with momentum in the U.S. retail market, and that the combination of Invesco and
Morgan Stanleys retail asset management business, including Van Kampen, can bring additional value
to the VK Funds shareholders. The parties discussed Invescos independence as a publicly traded
entity, its strategic focus solely on the investment management business (including Invescos
investment reputation, broad product line, service quality, industry relationships and objective of
putting investors interests first) and its significant depth in resources, diversification,
performance and experience. The parties discussed how the current Invesco and Van Kampen
businesses compare and complement each other and the synergies of the combined organization which
management believes will benefit the VK Funds shareholders. The parties discussed aligning the VK
Funds and other funds currently advised by VK Adviser together with other funds and products
currently advised by Invesco and its affiliates towards using a single, common operating platform
(which includes, among other things, common investment operating platforms, common global
performance measurement and risk analysis, and common compliance policies and procedures). Thus,
as part of the Reorganizations, it is also expected that Invesco Advisers and its affiliates will
provide each Fund with administrative and client servicing services that are currently provided by
VK Advisers and its affiliates. The parties discussed these other services, and efforts to
capitalize on synergy opportunities from combined scale for the benefit of shareholders, leveraging
operating best practices across the organization and the commitment to quality services.
The parties discussed the challenges of getting the Funds on a common operating platform,
and the opportunity for the
VK Funds to recognize savings from economies of scale when such savings occur. The parties
discussed at length the transition to new portfolio management teams employed by Invesco for the
VK Funds where the existing portfolio managers employed by Morgan Stanley and its affiliates were
not part of the Transaction and thus were not migrating to Invesco, emphasizing the respective
Invesco Advisers investment teams background, experience, performance record on similar products,
their buy/sell strategy and their ability to manage such funds.
The Board discussed with Morgan Stanley, Van Kampen and Invesco the Transaction and its
foreseeable short- and long-term effects on the VK Funds and their shareholders. The members of
the VK Board who are not interested persons of the VK Funds, as that term is defined in the 1940
Act, conferred separately with their counsel and a consultant (each engaged specifically in
connection with their review of the Transaction) about the Transaction on several occasions during
the meetings conducted from August through December, 2009.
In connection with the Boards review of the Transaction, Morgan Stanley, Van Kampen and
Invesco advised the Board about a variety of matters, including, but not limited to:
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The reputation, financial strength and resources of Invesco, one of the worlds leading
independent global investment management firms; |
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There is not expected to be any diminution in the nature, quality and extent of
services provided to the VK Funds and shareholders as a result of the Transaction; |
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The substantially similar investment objectives, principal investment strategies and
risks of the VK Funds and the corresponding Acquiring Funds; |
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The transition from current service providers to post-Transaction service providers
will not have any foreseeable adverse effect on shareholders; |
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Invesco will provide a two-year contractual guaranty that it will waive its advisory
fee or reimburse fund expenses in order to maintain a minimum yield of at least 0.01%; |
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Morgan Stanley and Invesco will pay all expenses of the VK Funds in connection with the
Reorganizations; |
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Four members of the current VK Board will join the Board of the Acquiring Funds and
participate in the oversight of such Acquiring Funds (Note that each VK Fund and Acquiring
Fund provides eligible board members with compensation and benefits, including
participation in such Funds deferred compensation plan and retirement plan for trustees.
In connection with transitioning the VK Funds onto the Invesco mutual funds platform via
the Reorganizations, and then terminating and dissolving the VK Funds, it is anticipated
that the VK Funds will terminate their deferred compensation plans and retirement plans.
Each member of the current VK Board joining the Board of the Acquiring Funds will be
eligible to participate in the deferred compensation plans of the Acquiring Funds. The VK
Funds will pay out the amounts deferred and/or accrued on the VK Funds books through the
date of such termination and additional amounts not accrued to date in the amount of the
net present value of the benefits the VK Board members would have received had they served
until their normal retirement date plus an amount equal to taxes on such payment. Such
additional amounts payable to the VK Board members are part of the overall expenses of the
Reorganizations and will not be paid by the VK
Funds shareholders); |
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Invescos current operations and business strategy are consistent with, and
complementary to, the successful operation of its subsidiary, Invesco Advisers; |
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Shareholders are expected to face no adverse tax consequences as a result of the
Transaction or the Reorganizations; and |
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Invesco and Morgan Stanley have agreed to conduct, and use reasonable best efforts to
cause their affiliates to conduct, their respective businesses in compliance with Section
15(f) of the 1940 Act. |
In its deliberations, the VK Board considered all information it received, as described above,
as well as advice and analysis from its counsel and consultant. The VK Board considered the
Transaction as a whole and the Reorganization and the impact of the Transaction and the
Reorganization on each VK Fund and their respective shareholders. The VK Board concluded, based on
all of the information presented, that the Reorganizations were in the best interest of the VK
Funds and that shareholders will not be diluted as a result thereof, and to recommend that VK Fund
shareholders approve the Reorganizations.
ADDITIONAL INFORMATION ABOUT ACQUIRING FUNDS AND VK FUNDS
Pending Litigation
Civil lawsuits, including a regulatory proceeding and purported class action and shareholder
derivative suits, have been filed against certain of the AIM Funds (not including the Acquiring
Funds), INVESCO Funds
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Group, Inc. (IFG) (the former investment adviser to the AIM Funds), the predecessor to
Invesco Advisers, Invesco Aim Distributors, the distributor of the AIM Funds, and/or related
entities and individuals, depending on the lawsuit, alleging among other things: (i) that the
defendants permitted improper market timing and related activity in the funds; and (ii) that
certain funds inadequately employed fair value pricing.
Additional civil lawsuits related to the above or other matters may be filed by regulators or
private litigants against the AIM Funds, IFG, Invesco Advisers, Invesco Aim Distributors and/or
related entities and individuals in the future. You can find more detailed information concerning
all of the above matters, including the parties to the civil lawsuits and summaries of the
various allegations and remedies sought in such lawsuits in the
Acquiring Funds SAIs.
Where to Find More Information
For more information with respect to each Acquiring Fund concerning the following topics,
please refer to the following sections of the Acquiring Fund Prospectus, which has been made a part
of this Joint Proxy Statement/ Prospectus by reference: (i) see Fund Management for more
information about the management of the Acquiring Fund; (ii) see Other Information for more
information about the Acquiring Funds policy with respect to dividends and distributions; (iii)
see General Information for more information about the pricing, purchase, redemption and
repurchase of shares of the Acquiring Fund, tax consequences to shareholders of various
transactions in shares of the Acquiring Fund, and distribution arrangements of the Acquiring Fund;
(iv) see Performance Information for more information about the performance of the Acquiring
Fund; and (v) see Financial Highlights for more information about the Acquiring Funds financial
performance.
For more information with respect to each VK Fund concerning the following topics, please
refer to the following sections of the VK Fund Prospectuses, which have been made a part of this
Joint Proxy Statement/ Prospectus by reference: (i) see Comparative Performance for more
information about the performance of the VK Fund; (ii) see Investment Advisory Services for more
information about the management of the VK Fund; (iii) see Pricing Fund Shares for more
information about the pricing of shares of the VK Fund; (iv) see Tax Information for more
information about tax consequences to shareholders of various transactions in shares of the VK
Fund; (v) see Distributions from the Fund for more information about the VK Funds policy with
respect to dividends and distributions; and (vi) see Financial Highlights for more information
about the VK Funds financial performance.
INFORMATION ON VOTING
Joint Proxy Statement/Prospectus
We are sending you this Joint Proxy Statement/Prospectus and the enclosed proxy card because
the VK Board is soliciting your proxy to vote at the Meeting and at any adjournments of the
Meeting. This Joint Proxy Statement/Prospectus gives you information about the business to be
conducted at the Meeting. VK Fund shareholders may vote by appearing in person at the Meeting,
however, you do not need to attend the Meeting to vote your shares. Instead, you may simply
complete, sign and return the enclosed proxy card or vote by telephone or through a website
established for that purpose.
Shareholders of record of the VK Funds as of the close of business on the Record Date are
entitled to vote at the Meeting. The number of outstanding shares of each class of the VK Funds on
the Record Date can be found at Exhibit B. Each share is entitled to one vote for each full share
held, and a proportionate fractional vote for each fractional share held. If you authorize a proxy
to vote for you, you may revoke the authorization at any time before it is exercised by sending in
another proxy card with a later date or by notifying the Secretary of the VK Funds in writing to
the address of the VK Funds set forth on the cover page of the Joint Proxy Statement/Prospectus
before the Meeting that you have revoked your proxy. In addition, although merely attending the
Meeting will not revoke your proxy, if you are present at the Meeting you may withdraw your proxy
and vote in person.
Your proxy will have the authority to vote and act on your behalf at the Meeting and any
adjournment of the Meeting. If you authorize a proxy to vote for you, you may revoke the
authorization at any time before it is exercised by sending in another proxy card with a later date
or by notifying the Secretary of the VK Funds in writing to the address of the VK Funds set forth
on the cover page of the Joint Proxy Statement/Prospectus before the Meeting that you have revoked
your proxy. In addition, although merely attending the Meeting will not revoke your proxy, if you
are present at the Meeting you may withdraw your proxy and vote in person.
31
Quorum Requirement and Adjournment
A quorum of shareholders is necessary to hold a valid meeting of each VK Fund. For each VK
Fund, a quorum will exist if shareholders representing a majority of the outstanding shares
entitled to vote of the VK Fund on the Record Date are present at the Meeting in person or by
proxy.
Unless instructions to the contrary are marked, proxies will be voted FOR approval of the
proposed Reorganization. Proxies received prior to the Meeting on which no vote is indicated will
be voted FOR the proposed Reorganization. Under the rules applicable to broker-dealers, if your
broker holds your shares in its name, the broker will not be entitled to vote your shares if it has
not received instructions from you. A broker non-vote occurs when a broker has not received
voting instructions from a shareholder and is barred from voting the shares without shareholder
instructions because the proposal is non-routine. The proposal described in this Joint Proxy
Statement/Prospectus is considered non-routine for purposes of determining broker-non-votes.
Abstentions and broker non-votes will count as shares present at the Meeting for purposes of
establishing a quorum. Except as noted below, if a quorum is not present at the Meeting or if a
quorum is present but sufficient votes to approve a proposal are not received, the person(s)
presiding over the Meeting or the persons named as proxies may propose one or more adjournments of
the Meeting to allow for further solicitation of proxies. The persons
named as proxies will vote those proxies that they are entitled to vote in favor of such an
adjournment provided that they determine that such an adjournment and additional solicitation is
reasonable and in the interest of shareholders based on a consideration of all relevant factors,
including the nature of the particular proposals, the percentage of votes then cast, the percentage
of negative votes then cast, the nature of the proposed solicitation activities, and the nature of
the reasons for such further solicitation.
Shareholder Vote Necessary to Approve the Agreement
The VK Boards have unanimously approved each Reorganization, subject to shareholder approval.
Shareholder approval of a Reorganization requires the affirmative vote of a majority of the
outstanding shares of the applicable VK Fund. Abstentions and broker non-votes are counted as present for
purposes of quorum but are not considered votes FOR a Reorganization at the Meeting. As a
result, abstentions and broker non-votes have the same effect as a vote against the Reorganization
because approval of a Reorganization requires the affirmative vote of a majority of the outstanding
shares of the VK Funds.
Proxy Solicitation
The VK Funds have engaged the services of Computershare Fund Services, Inc. (Solicitor) to
assist in the solicitation of proxies for the Meeting. Solicitors costs are expected to be
approximately $[ ]. Proxies are expected to be solicited principally by mail, but the VK
Funds or Solicitor may also solicit proxies by telephone, facsimile or personal interview. The VK
Funds officers will not receive any additional or special compensation for any such solicitation.
Invesco Advisers and Morgan Stanley will bear 100% of each VK Funds solicitation costs.
Other Matters
Management is not aware of any matters to be presented at the Meeting other than as is
discussed in this Joint Proxy Statement/Prospectus. If any other matters properly come before the
Meeting, the shares represented by proxies will be voted with respect thereto in accordance with
their best judgment.
CAPITALIZATION
The following tables set forth, for each Reorganization, the total net assets, number of shares
outstanding and NAV per share. This information is generally referred to as the capitalization
of a Fund. The term pro forma capitalization means the expected capitalization of an Acquiring
Fund after it has combined with the corresponding VK Fund. The following tables show information
as of July 31, 2009, as if each Reorganization had taken place as
32
of that date. The capitalizations are likely to be different on the Closing Date as a result of
daily Fund share purchase, redemption, and market activity.
Van Kampen Money Market Fund into AIM Money Market Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Van Kampen |
|
|
|
|
|
|
|
|
|
AIM Money Market |
|
|
Money Market |
|
AIM Money |
|
Pro Forma |
|
Fund |
|
|
Fund |
|
Market Fund1 |
|
Adjustments2 |
|
(pro forma)3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Assets
(all share classes) |
|
$ |
758,291,506 |
|
|
$ |
1,221,815,452 |
|
|
|
|
|
|
$ |
1,980,106,958 |
|
Class A/A5 Net Assets4 |
|
$ |
581,600,659 |
|
|
|
|
|
|
|
|
|
|
$ |
581,600,659 |
|
Class A/A5 Shares Outstanding4 |
|
|
581,664,348 |
|
|
|
|
|
|
|
|
|
|
|
581,664,348 |
|
Class A/A5 NAV Per Share4 |
|
$ |
1.00 |
|
|
|
|
|
|
|
|
|
|
$ |
1.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B/B5 Net Assets5 |
|
$ |
121,957,216 |
|
|
|
|
|
|
|
|
|
|
$ |
121,957,216 |
|
Class B/B5 Shares Outstanding5 |
|
|
121,967,844 |
|
|
|
|
|
|
|
|
|
|
|
121,967,844 |
|
Class B/B5 NAV Per Share5 |
|
$ |
1.00 |
|
|
|
|
|
|
|
|
|
|
$ |
1.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class C/C5 Net Assets6 |
|
$ |
54,733,631 |
|
|
|
|
|
|
|
|
|
|
$ |
54,733,631 |
|
Class C/C5 Shares Outstanding6 |
|
|
54,758,002 |
|
|
|
|
|
|
|
|
|
|
|
54,758,002 |
|
Class C/C5 NAV Per Share6 |
|
$ |
1.00 |
|
|
|
|
|
|
|
|
|
|
$ |
1.00 |
|
|
|
|
(1) |
|
As of July 31, 2009, Class A5, Class B5 and Class C5 shares of the Acquiring Fund did not
exist. Such share classes will be first issued in connection with the Reorganization. Holders of
Class A, Class B and Class C shares of Van Kampen Money Market Fund will be issued Class A5, Class
B5 and Class C5 shares, respectively of AIM Money Market Fund. |
|
(2) |
|
Invesco and Morgan Stanley will bear 100% of the Reorganization expenses of Van Kampen Money
Market Fund and AIM Money Market Fund. As a result, there are no Pro Forma Adjustments. |
|
(3) |
|
Pro forma numbers are projected after the Reorganization. When the Reorganization is
completed, the actual numbers will likely be different because of normal purchases, redemptions,
and market fluctuations. |
|
(4) |
|
Figures are for Van Kampen Money Market Fund Class A and AIM Money Market Fund Class A5. |
|
(5) |
|
Figures are for Van Kampen Money Market Fund Class B and AIM Money Market Fund Class B5. |
|
(6) |
|
Figures are for Van Kampen Money Market Fund Class C and AIM Money Market Fund Class C5. |
Van Kampen Tax Free Money Fund into AIM Tax-Exempt Cash Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIM Tax-Free |
|
|
Van Kampen Tax Free |
|
AIM Tax-Free |
|
Pro Forma |
|
Cash Fund |
|
|
Money Fund |
|
Cash Fund |
|
Adjustments1 |
|
(pro forma)2 |
|
Net Assets
(all share classes) |
|
$ |
24,042,275 |
|
|
$ |
52,581,916 |
|
|
|
|
|
|
$ |
76,624,191 |
|
Class A3
Net Assets |
|
$ |
24,042,275 |
|
|
$ |
27,303,420 |
|
|
|
|
|
|
$ |
51,345,695 |
|
Class A3 Shares Outstanding |
|
|
24,065,280 |
|
|
|
27,317,183 |
|
|
|
|
|
|
|
51,382,463 |
|
Class A3 NAV Per Share |
|
$ |
1.00 |
|
|
$ |
1.00 |
|
|
|
|
|
|
$ |
1.00 |
|
|
|
|
(1) |
|
Invesco and Morgan Stanley will bear 100% of the Reorganization expenses of Van Kampen Tax Free
Money Fund and AIM Tax-Free Cash Fund. As a result, there are no Pro Forma Adjustments. |
|
(2) |
|
Pro forma numbers are projected after the Reorganization. When the Reorganization is
completed, the actual numbers will likely be different because of normal purchases, redemptions,
and market fluctuations. |
|
(3) |
|
Figures shown for Van Kampen Tax Free Money Fund are for its
shares, which have no class designation. |
33
OWNERSHIP OF SHARES
Security Ownership of Large Shareholders, Management, and Trustees
A list of the name, address and percent ownership of each person who, as of [ ], to the
knowledge of each VK Fund, owned 5% or more of the outstanding shares of a class of a VK Fund, and
information regarding the ownership of shares of the VK Funds by VK Funds Trustees and executive
officers can be found at Exhibit C. A list of such information for each person who, as of
[ ], to the knowledge of each Acquiring Fund, owned 5% or more of the outstanding shares of a
class of such Acquiring Fund, and information regarding the ownership of shares of the Acquiring
Funds by Acquiring Funds Trustees and executive officers, can be found at Exhibit D.
DISSENTERS RIGHTS
If the Reorganizations are approved at the Meeting, VK Fund shareholders will not have the
right to dissent and obtain payment of the fair value of their shares because the exercise of
dissenters rights is subject to the forward pricing requirements of Rule 22c-1 under the 1940 Act,
which supersedes state law. Shareholders of the VK Funds, however, have the right to redeem their
shares at NAV subject to applicable CDSCs and/or redemption fees (if any) until the Closing Date.
After the Closing Date, VK Fund shareholders will hold shares of the Acquiring Funds, which may
also be redeemed at NAV, subject to any applicable CDSCs.
SHAREHOLDER PROPOSALS
A shareholder desiring to submit a proposal intended to be presented at any meeting of
shareholders of a VK Fund hereafter called should send the proposal to the VK Fund at the VK Funds
principal offices so that it is received within a reasonable time before the proxy materials are
printed and mailed. If the proposed Reorganization is approved and completed for a VK Fund,
shareholders of such VK Fund will become shareholders of the corresponding Acquired Fund and,
thereafter, will be subject to the notice requirements of the Acquiring Fund, as described above
under Comparison of Business Structures, Shareholder Rights and Applicable Law Submission of
Shareholder Proposals. The mere submission of a proposal by a shareholder does not guarantee that
such proposal will be included in the proxy statement because certain rules under the federal
securities laws must be complied with before inclusion of the proposal is required. Also, the
submission does not mean that the proposal will be presented at the meeting. For a shareholder
proposal to be considered at a shareholder meeting, it must be a proper matter for consideration
under applicable law.
INFORMATION FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION
This Joint Proxy Statement/Prospectus and the related SAI do not contain all the information
set forth in the registration statements and the exhibits relating thereto and annual and
semiannual reports that the Acquiring Funds and VK Funds have filed with the SEC pursuant to the
requirements of the 1933 Act and the 1940 Act, to which reference is hereby made. The SEC file
number of the registrant of each VK Funds registration statement, which contains the VK Fund
prospectuses and related SAIs, is set forth on Exhibit A. Such VK Fund prospectuses are
incorporated herein by reference. The SEC file number of the registrant of each Acquiring Funds
registration statement, which contains the Acquiring Fund prospectuses and related SAIs, is set
forth on Exhibit A.
Each Acquiring Fund and each VK Fund is subject to the informational requirements of the
Securities Exchange Act of 1934 and the 1940 Act and in accordance therewith, each Acquiring Fund
files reports and other information with the SEC. Reports, proxy material, registration statements
and other information filed (including the Registration Statement relating to the Acquiring Funds
on Form N-14 of which this Joint Proxy Statement/Prospectus is a part) may be inspected without
charge and copied at the public reference facilities maintained by the SEC at Room 1580, 100 F
Street, NE, Washington, DC 20549. Copies of such material may also be obtained from the Public
Reference Section of the SEC at 450 Fifth Street, NW, Washington, DC 20549, at the prescribed
rates. The SEC maintains a website at www.sec.gov that contains information regarding the Funds
and other registrants that file electronically with the SEC.
34
EXHIBIT A
Van Kampen Funds and Corresponding Acquiring Funds
|
|
|
|
|
|
|
|
|
ACQUIRING |
|
|
|
|
FUND SEC |
VAN KAMPEN FUND |
|
ACQUIRING FUND |
|
FILE NUMBER |
SHARE CLASSES
|
|
SHARE CLASSES |
|
|
Van Kampen Money Market Fund
|
|
AIM Money Market Fund
|
|
811-05686 |
Class A
|
|
Class A5 |
|
|
Class B
|
|
Class B5 |
|
|
Class C
|
|
Class C5 |
|
|
Van Kampen Tax Free Money Fund
|
|
AIM Tax-Exempt Cash Fund
|
|
811-07890 |
Shares
|
|
Class A |
|
|
A-1
EXHIBIT B
Outstanding Shares of the VK Funds
As of ___, 20___, there were the following number of shares outstanding of each class of each VK
Fund:
|
|
|
|
|
VK Fund/Share Classes |
|
|
|
|
Van Kampen Money Market Fund |
|
|
|
|
Class A |
|
|
|
|
Class B |
|
|
|
|
Class C |
|
|
|
|
Van Kampen Tax Free Money Fund |
|
|
|
|
Shares |
|
|
|
|
A-1
EXHIBIT C
Ownership of Shares of the VK Funds
Significant Holders
Listed below is the name, address and percent ownership of each person who, as of ,
200___, to the best knowledge of the VK Fund owned 5% or more of the outstanding shares of each
class of that VK Fund. A shareholder who owns beneficially 25% or more of the outstanding
securities of a VK Fund is presumed to control the fund as defined in the 1940 Act. Such control
may affect the voting rights of other shareholders.
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|
Class of |
|
|
Number of |
|
|
Percent Owned of |
Name and Address |
|
Fund |
|
|
Shares |
|
|
Shares Owned |
|
|
Record* |
|
Name and Address |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The Funds have no knowledge of whether all or any portion of the shares owned of record are also
owned beneficially. |
Security Ownership of Management and Trustees
To the best of the knowledge of each VK Fund, the ownership of shares of a VK Fund by
executive officers and trustees of the VK Fund as a group constituted less than 1% of the each
outstanding class of shares of each VK Fund as of , 20___.
EXHIBIT D
Ownership of Shares of the Acquiring Funds
Significant Holders
Listed below is the name, address and percent ownership of each person who, as of ,
200___, to the best knowledge of any Acquiring Fund owned 5% or more of the outstanding shares of
each class of that Acquiring Fund. A shareholder who owns beneficially 25% or more of the
outstanding securities of an Acquiring Fund is presumed to control the fund as defined in the
1940 Act. Such control may affect the voting rights of other shareholders.
|
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|
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|
|
|
|
|
|
Class of |
|
|
Number of |
|
|
Percent Owned of |
Name and Address |
|
Fund |
|
|
Shares |
|
|
Shares Owned |
|
|
Record* |
|
Name and Address |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
The Funds have no knowledge of whether all or any portion of the shares owned of record are also
owned beneficially. |
Security Ownership of Management and Trustees
To the best of the knowledge of each Acquiring Fund, the ownership of shares of an Acquiring
Fund by executive officers and trustees of the Acquiring Fund as a group constituted less than 1%
of the each outstanding class of shares of each Acquiring Fund as of , 20___.
EXHIBIT E
Comparison of Fundamental and Related Non-Fundamental Investment Restrictions
AIM MONEY MARKET FUND AND VAN KAMPEN MONEY MARKET FUND
|
|
|
AIM Money Market Fund will not: |
|
Van Kampen Money Market Fund will not: |
Diversification. Purchase the
securities of any issuer if, as
a result, the Fund would fail to
be a diversified company within
the meaning of the 1940 Act, and
the rules and regulations
promulgated thereunder, as such
statute, rules and regulations
are amended from time to time or
are interpreted from time to
time by the SEC staff
(collectively, the 1940 Act
Laws and Interpretations) or
except to the extent that the
Fund may be permitted to do so
by exemptive order or similar
relief (collectively, with the
1940 Act Laws and
Interpretations, the 1940 Act
Laws, Interpretations and
Exemptions). In complying with
this restriction, however, the
Fund may purchase securities of
other investment companies to
the extent permitted by the 1940
Act Laws, Interpretations and
Exemptions.
Non-Fundamental Restriction: In
complying with the fundamental
restriction regarding issuer
diversification, the Fund will
not, with respect to 100% of its
total assets, purchase the
securities of any issuer (other
than securities issued or
guaranteed by the U.S.
Government or any of its
agencies or instrumentalities
and securities issued by other
investment companies), if, as a
result, (i) more than 5% of the
Funds total assets would be
invested in the securities of
that issuer, except as permitted
by Rule 2a-7 under the 1940 Act,
or (ii) the Fund would hold more
than 10% of the outstanding
voting securities of that
issuer. The Fund may purchase
securities of other investment
companies as permitted by the
1940 Act Laws, Interpretations
and Exemptions.
|
|
Diversification. With respect to 75%
of its assets, purchase securities if
the purchase would cause the Fund, at
that time, to have more than 5% of the
value of its total assets invested in
the securities of any one issuer
(except obligations of the U.S.
government, its agencies or
instrumentalities and repurchase
agreements fully collateralized
thereby).
Invest in the securities of any issuer,
if immediately thereafter, the Fund
would own more than 10% of the total
value of all outstanding securities of
such issuer, except that the Fund may
purchase securities of other investment
companies to the extent permitted by
(i) the 1940 Act, as amended from time
to time, (ii) the rules and regulations
promulgated by the SEC under the 1940
Act, as amended from time to time, or
(iii) an exemption or other relief from
the provisions of the 1940 Act, as
amended from time to time. |
|
|
|
Industry Concentration. Make
investments that will result in
the concentration (as that term
may be defined or interpreted by
the 1940 Act Laws,
Interpretations and Exemptions)
of its investments in the
securities of issuers primarily
engaged in the same industry.
This restriction does not limit
the Funds investments in (i)
obligations issued or guaranteed
by the U.S. Government, its
agencies or instrumentalities,
(ii) tax-exempt obligations
issued by governments or
political subdivisions of
governments, or (iii) with
respect to AIM Money Market
Fund, bank instruments. In
complying with this restriction,
the Fund will not consider a
bank-issued guaranty or
financial guaranty insurance as
a separate security.
Non-Fundamental Restriction: In
complying with the fundamental
restriction regarding industry
concentration, the Fund may
invest up to 25% of its total
assets in the securities of
issuers whose principal business
activities are in the same
industry.
|
|
Industry Concentration. Invest more
than 25% of the value of its total
assets in securities of issuers in any
particular industry (except obligations
of the U.S. government and of domestic
branches of U.S. banks).
Non-Fundamental Restriction: Invest
25% or more of its total assets in
securities of issuers in any one
industry (except obligations of the
U.S. government and of domestic
branches of U.S. banks), except that
the Fund may purchase securities of
other investment companies to the
extent permitted by (i) the 1940 Act,
as amended form time to time, (ii) the
rules and regulations promulgated by
the SEC under the 1940 Act, as amended
from time to time, or (iii) an
exemption or other relief from the
provisions of the 1940 Act, as amended
from time to time. |
|
|
|
AIM Money Market Fund will not: |
|
Van Kampen Money Market Fund will not: |
Borrowing, Issuing Senior
Securities. Borrow money or
issue senior securities, except
as permitted by the 1940 Act
Laws, Interpretations and
Exemptions.
Non-Fundamental Restriction: In
complying with the fundamental
restriction regarding borrowing
money and issuing senior
securities, the Fund may borrow
money in an amount not exceeding
33 1/3% of its total assets
(including the amount borrowed)
less liabilities (other than
borrowings). The Fund may
borrow from banks,
broker-dealers or an AIM Fund.
The Fund may not borrow for
leveraging. The Fund may borrow
for temporary or emergency
purposes, in anticipation of or
in response to adverse market
conditions, or for cash
management purposes. The Fund
may not purchase additional
securities when any borrowings
from banks exceed 5% of the
Funds total assets or when any
borrowings from an AIM Fund are
outstanding.
|
|
Borrowing, Issuing Senior Securities.
Issue any senior security, although the
Fund may borrow as set forth below.
Borrow money, except from banks for
temporary or emergency purposes and
then in amounts not exceeding 10% of
the value of the Funds total net
assets; or mortgage, pledge, or
hypothecate any assets except in
connection with any such borrowing and
in amounts not exceeding the lesser of
the dollar amount borrowed or 5% of the
value of the Funds assets at the time
of such borrowing (the Fund will not
borrow for leveraging or investment but
only to meet redemption requests which
might otherwise require undue
dispositions of portfolio securities). |
|
|
|
Real Estate. Purchase real
estate or sell real estate
unless acquired as a result of
ownership of securities or other
instruments. This restriction
does not prevent the Fund from
investing in issuers that
invest, deal, or otherwise
engage in transactions in real
estate or interests therein, or
investing in securities that are
secured by real estate or
interests therein.
|
|
Real Estate. Purchase or sell real
estate; although the Fund may purchase
securities issued by companies,
including real estate investment
trusts, which invest in real estate or
interest therein. |
|
|
|
Commodities. Purchase physical
commodities or sell physical
commodities unless acquired as a
result of ownership of
securities or other instruments.
This restriction does not
prevent the Fund from engaging
in transactions involving
futures contracts and options
thereon or investing in
securities that are secured by
physical commodities.
|
|
Commodities; Oil and Gas Programs.
Purchase or sell commodities or
commodity contracts, or invest in oil,
gas or mineral exploration or
development programs. |
Non-Fundamental Restriction:
Notwithstanding the fundamental
restriction with regard to
engaging in transactions
involving future contracts and
options thereon or investing in
securities that are secured by
physical commodities, the Fund
currently may not invest in any
security (including futures
contracts or options thereon)
that is secured by physical
commodities. |
|
|
|
|
|
Underwriting. Underwrite the
securities of other issuers.
This restriction does not
prevent the Fund from engaging
in transactions involving the
acquisition, disposition or
resale of its portfolio
securities, regardless of
whether the Fund may be
considered to be an underwriter
under the 1933 Act.
|
|
Underwriting. Underwrite securities of
other issuers except that the Fund may
sell an investment position even though
it may be deemed an underwriter as that
term is defined under the 1933 Act. |
|
|
|
Master-Feeder. The Fund may,
notwithstanding any other
fundamental investment policy or
limitation, invest all of its
assets in the securities of a
single open-end management
investment company with
substantially the same
fundamental investment
objectives, policies and
restrictions as the Fund.
|
|
|
Non-Fundamental Restriction:
Notwithstanding the fundamental
restriction with regard to
investing all assets in |
|
|
F-2
|
|
|
AIM Money Market Fund will not: |
|
Van Kampen Money Market Fund will not: |
an open-end fund, the Fund may
not invest all of its assets in
the securities of a single open-end
management investment company
with the same fundamental
investment objectives, policies
and restrictions as the Fund. |
|
|
|
|
|
Loans. The Fund may not make
personal loans or loans of its
assets to persons who control or
are under common control with
the Fund, except to the extent
permitted by 1940 Act Laws,
Interpretations and Exemptions.
This restriction does not
prevent the Fund from, among
other things, purchasing debt
obligations, entering into
repurchase agreements, loaning
its assets to broker-dealers or
institutional investors, or
investing in loans, including
assignments and participation
interests.
Non-Fundamental Restriction: In
complying with the fundamental
restriction with regard to
making loans, the Fund may lend
up to 33 1/3% of its total
assets and may lend money to an
AIM Fund, on such terms and
conditions as the SEC may
require in an exemptive order.
|
|
Securities and Other Lending. Lend its
portfolio securities in excess of 10%
of its total assets, both taken at
market value provided that any loans
shall be in accordance with the
guidelines established for such loans
by the trustees of the Fund as
described under Investment Objective,
Investment Strategies and Risks
Loans of Portfolio Securities,
including the maintenance of collateral
from the borrower equal at all times to
the current market value of the
securities loaned. (With respect to
the fundamental investment restriction
regarding the loan of portfolio
securities, although the Fund is
permitted under such restriction to
make loans of portfolio securities, the
Fund currently does not have an
intention to do so.)
Lend money, except through the purchase
or holding of the types of debt
securities in which the Fund may
invest. |
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|
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|
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Control. Make investments for the
purpose of exercising control or
management, except that the Fund may
purchase securities of other investment
companies to the extent permitted by
(i) the 1940 Act, as amended from time
to time, (ii) the rules and regulations
promulgated by the SEC under the 1940
Act, as amended from time to time, or
(iii) an exemption or other relief from
the provisions of the 1940 Act, as
amended from time to time. |
|
|
|
|
|
Investments in other Investment
Companies. The Fund may not invest in
securities issued by other investment
companies except as part of a merger,
reorganization or other acquisition and
except to the extent permitted by (i)
the 1940 Act, as amended from time to
time, (ii) the rules and regulations
promulgated by the SEC under the 1940
Act, as amended from time to time, or
(iii) an exemption or other relief from
the provisions of the 1940 Act, as
amended from time to time. |
|
|
|
|
|
Restricted Securities. Invest in
securities, except repurchase
agreements, for which there are legal
or contractual restrictions on resale,
except that the Fund may purchase
securities of other investment
companies to the extent permitted by
(i) the 1940 Act, as amended from time
to time, (ii) the rules and regulations
promulgated by the SEC under the 1940
Act, as amended from time to time, or
(iii) an exemption or other relief from
the provisions of the 1940 Act, as
amended from time to time. |
|
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|
Derivatives. Invest in warrants, or
write, purchase or sell puts, calls,
straddles, spreads or combinations
thereof. |
F-3
|
|
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AIM Money Market Fund will not: |
|
Van Kampen Money Market Fund will not: |
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|
Securities Owned by Officers or
Trustees. Purchase or retain
securities of any issuer if those
officers and trustees of the Fund or
its investment adviser who own
beneficially more than 0.50% of the
securities of such issuer, together own
more than 5% of the securities of such
issuer. |
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|
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|
Unseasoned Issuers. Invest more than
5% of its assets in companies having a
record together with predecessors, of
less than three years continuous
operation. |
|
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|
|
|
Margin. Purchase securities on margin,
make short sales of securities or
maintain a short position.
Maturity. Purchase any security which
matures more than two years from the
date of purchase.
Non-Fundamental Policy: Purchase any
security having a remaining maturity of
more than 13 months.
Security Purchases: Purchase any
security other than (a) obligations
issued or guaranteed by the U.S.
government or its agencies or
instrumentalities; (b) bank time
deposits, certificates of deposit and
bankers acceptances which are
obligations of a domestic bank (or a
foreign branch or subsidiary thereof),
or of a foreign bank, rated at the time
of investment A-1 and A-2 by Standard &
Poors (S&P) or Prime-1 and Prime-2
by Moodys Investors Service, Inc.
(Moodys); (c) instruments secured by
a bank obligation described in item
2(b); (d) commercial paper if rated A
by S&Ps or Prime or Moodys. |
F-4
AIM TAX-EXEMPT CASH FUND AND VAN KAMPEN TAX FREE MONEY FUND
|
|
|
AIM Tax-Exempt Cash Fund will not: |
|
Van Kampen Tax Free Money Fund will not: |
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Diversification. Purchase the
securities of any issuer if, as a
result, the Fund would fail to be a
diversified company within the meaning
of the 1940 Act, and the rules and
regulations promulgated thereunder, as
such statute, rules and regulations are
amended from time to time or are
interpreted from time to time by the SEC
staff (collectively, the 1940 Act Laws
and Interpretations) or except to the
extent that the Fund may be permitted to
do so by exemptive order or similar
relief (collectively, with the 1940 Act
Laws and Interpretations, the 1940 Act
Laws, Interpretations and Exemptions).
In complying with this restriction,
however, the Fund may purchase
securities of other investment companies
to the extent permitted by the 1940 Act
Laws, Interpretations and Exemptions.
Non-Fundamental Restriction: In
complying with the fundamental
restriction regarding issuer
diversification, the Fund will not, with
respect to 100% of its total assets,
purchase the securities of any issuer
(other than securities issued or
guaranteed by the U.S. Government or
any of its agencies or instrumentalities
and securities issued by other
investment companies), if, as a result,
(i) more than 5% of the Funds total
assets would be invested in the
securities of that issuer, except as
permitted by Rule 2a-7 under the 1940
Act, or (ii) the Fund would hold more
than 10% of the outstanding voting
securities of that issuer. The Fund may
purchase securities of other investment
companies as permitted by the 1940 Act
Laws, Interpretations and Exemptions.
|
|
Diversification. Purchase any
securities (other than obligations
issued or guaranteed by the U.S.
government or by its agencies or
instrumentalities) if, as a result,
more than 5% of the Funds total assets
(taken at current value) would then be
invested in securities of a single
issuer or if, as a result, the Fund
would hold more than 10% of the
outstanding voting securities of an
issuer except that up to 25% of the
Funds total assets may be invested
without regard to such limitations and
except that the Fund may purchase
securities of other investment
companies without regard to such
limitation to the extent permitted by
(i) the 1940 Act, as amended from time
to time, (ii) the rules and regulations
promulgated by the SEC under the 1940
Act, as amended from time to time, or
(iii) an exemption or other relief from
the provisions of the 1940 Act, as
amended from time to time. |
|
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|
Industry Concentration. Make
investments that will result in the
concentration (as that term may be
defined or interpreted by the 1940 Act
Laws, Interpretations and Exemptions) of
its investments in the securities of
issuers primarily engaged in the same
industry. This restriction does not
limit the Funds investments in (i)
obligations issued or guaranteed by the
U.S. Government, its agencies or
instrumentalities, or (ii) tax-exempt
obligations issued by governments or
political subdivisions of governments,
or (iii) bank instruments. In complying
with this restriction, the Fund will not
consider a bank-issued guaranty or
financial guaranty insurance as a
separate security. |
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Non-Fundamental Restriction: In
complying with the fundamental
restriction regarding industry
concentration, the Fund may invest up to
25% of its total assets in the
securities of issuers whose principal
business activities are in the same
industry. |
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Borrowing, Issuing Senior Securities.
Borrow money or issue senior securities,
except as permitted by the 1940
|
|
Borrowing, Issuing Senior Securities.
Borrow money, except from banks for
temporary or emergency purposes or |
F-5
|
|
|
AIM Tax-Exempt Cash Fund will not: |
|
Van Kampen Tax Free Money Fund will not: |
|
Act Laws, Interpretations and Exemptions.
Non-Fundamental Restriction: In
complying with the fundamental
restriction regarding borrowing money
and issuing senior securities, the Fund
may borrow money in an amount not
exceeding 33 1/3% of its total assets
(including the amount borrowed) less
liabilities (other than borrowings).
The Fund may borrow from banks,
broker-dealers or an AIM Fund. The Fund
may not borrow for leveraging. The Fund
may borrow for temporary or emergency
purposes, in anticipation of or in
response to adverse market conditions,
or for cash management purposes. The
Fund may not purchase additional
securities when any borrowings from
banks exceed 5% of the Funds total
assets or when any borrowings from an
AIM Fund are outstanding.
|
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in reverse repurchase transactions and
then not in amounts in excess of 10% of
its net assets at the time of
borrowing. It can mortgage or pledge
its assets only in connection with such
borrowing and in amounts not in excess
of 20% of the value of its net assets
at the time of such borrowing. The
Fund will not purchase any securities
while it has any outstanding
borrowings. |
|
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|
Real Estate; Commodities. Purchase real
estate or sell real estate unless
acquired as a result of ownership of
securities or other instruments. This
restriction does not prevent the Fund
from investing in issuers that invest,
deal, or otherwise engage in
transactions in real estate or interests
therein, or investing in securities that
are secured by real estate or interests
therein.
|
|
Real Estate; Commodities. Purchase or
sell real estate, commodities or
commodity contracts. |
|
|
|
Purchase physical commodities or sell
physical commodities unless acquired as
a result of ownership of securities or
other instruments. This restriction
does not prevent the Fund from engaging
in transactions involving futures
contracts and options thereon or
investing in securities that are secured
by physical commodities. |
|
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|
|
Non-Fundamental Restriction: Notwithstanding the fundamental
restriction with regard to engaging in
transactions involving future contracts
and options thereon or investing in
securities that are secured by physical
commodities, the Fund currently may not
invest in any security (including
futures contracts or options thereon)
that is secured by physical commodities. |
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|
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|
Underwriting. Underwrite the securities
of other issuers. This restriction does
not prevent the Fund from engaging in
transactions involving the acquisition,
disposition or resale of its portfolio
securities, regardless of whether the
Fund may be considered to be an
underwriter under the 1933 Act.
|
|
Underwriting. Act as an underwriter of
securities, except to the extent the
Fund may be deemed to be an underwriter
in connection with the sale of
securities held in its portfolio. |
|
|
|
Lending. Make personal loans or loans
of its assets to persons who control or
are under common control with the Fund,
except to the extent permitted by 1940
Act Laws, Interpretations and
Exemptions. This restriction does not
prevent the Fund from, among other
things, purchasing debt obligations,
entering into repurchase agreements,
loaning its assets to broker-dealers or
institutional investors, or investing in
loans, including assignments and
participation interests.
|
|
Lending. Make loans, except that the
Fund can purchase and hold those
publicly distributed debt securities
which it is permitted to buy, and enter
into repurchase agreements. |
F-6
|
|
|
AIM Tax-Exempt Cash Fund will not: |
|
Van Kampen Tax Free Money Fund will not: |
|
Non-Fundamental Restriction: In
complying with the fundamental
restriction with regard to making loans,
the Fund may lend up to 33 1/3% of its
total assets and may lend money to an
AIM Fund, on such terms and conditions
as the SEC may require in an exemptive
order. |
|
|
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|
|
Tax-Exempt Status. Under normal
circumstances, invest less than 80% of
the value of its assets (as that term
may be defined or interpreted by the
1940 Act Laws, Interpretations and
Exemptions) in investments the income
from which is exempt from federal income
tax. |
|
|
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|
|
Other Investment Companies. The Fund
may, notwithstanding any other
fundamental investment policy or
limitation, invest all of its assets in
the securities of a single open-end
management investment company with
substantially the same fundamental
investment objectives, policies and
restrictions as the Fund. |
|
|
|
|
|
Non-Fundamental Restriction: Notwithstanding the fundamental
restriction with regard to investing all
assets in an open-end fund, the Fund may
not invest all of its assets in the
securities of a single open-end
management investment company with the
same fundamental investment objectives,
policies and restrictions as the Fund. |
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|
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|
|
|
|
Margin and Short Sale Transactions.
Buy any securities on margin or sell
any securities short. |
|
|
|
|
|
Control. Make investments for the
purpose of exercising control or
management except that the Fund may
purchase securities of other investment
companies to the extent permitted by
(i) the 1940 Act, as amended from time
to time, (ii) the rules and regulations
promulgated by the SEC under the 1940
Act, as amended from time to time, or
(iii) an exemption or other relief from
the provisions of the 1940 Act, as
amended from time to time. |
|
|
|
|
|
Restricted Securities. Purchase any
security which is restricted as to
disposition under federal securities
laws or by contract or which are not
readily marketable, or enter into a
repurchase agreement maturing in more
than seven days with respect to any
security if, as a result, more than 10%
of the Funds total assets would be
invested in such securities except that
the Fund may purchase securities of
other investment companies to the
extent permitted by (i) the 1940 Act,
as amended from time to time, (ii) the
rules and regulations promulgated by
the SEC under the 1940 Act, as amended
from time to time, or (iii) an
exemption or other relief from the
provisions of the 1940 Act, as amended
from time to time. |
|
|
|
|
|
Investments in Other Investment
Companies. Invest in securities issued
by other investment companies except as
part of a merger, reorganization or
other acquisition and to the extent as
permitted by (i) the 1940 Act, as
amended from time to time, (ii) the
rules and regulations promulgated by
the SEC under the 1940 Act, as amended |
F-7
|
|
|
AIM Tax-Exempt Cash Fund will not: |
|
Van Kampen Tax Free Money Fund will not: |
|
|
|
from time to time, or (iii) an
exemption or other relief from the
provisions of the 1940 Act, as amended
from time to time. |
|
|
|
|
|
Oil or Gas Programs. Invest in
interests in oil, gas or other mineral
exploration or development programs. |
|
|
|
|
|
Non-Fundamental Policy: The Fund will
limit the purchase of illiquid
securities to 10% of the Funds net
assets. |
* * * *
F-8
EXHIBIT F
Form of Agreement and Plan of Reorganization
[___]
AGREEMENT AND PLAN OF REORGANIZATION
THIS
AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is adopted as of this _____ day of
________, 2010 by and among (i) each of the Van Kampen open-end registered investment companies
identified on Exhibit A hereto (each a Target Entity) separately on behalf of its
respective series identified on Exhibit A hereto (each a Target Fund); (ii) Van Kampen
Asset Management (VKAM); (iii) 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 (iv) Invesco
Advisers, Inc (IAI).
WHEREAS, Morgan Stanley entered into a definitive agreement dated October 19, 2009 (the
Transaction Agreement) to sell its retail asset management business operating under both
the Morgan Stanley and Van Kampen 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 assume the 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);
WHEREAS, each Target Entity and each Acquiring Entity is an open-end, registered investment
company of the management type; and
WHEREAS, this Agreement is intended to be and is adopted as a plan of reorganization and
liquidation with respect to each Reorganization within the meaning of Section 368(a)(1) of the
United States Internal Revenue Code of 1986, as amended (Code).
NOW, THEREFORE, in consideration of the premises and of the covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as follows:
1. DESCRIPTION OF THE REORGANIZATIONS
1.1. It is the intention of the parties hereto that each Reorganization described herein shall
be conducted separately of the other, 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 one Reorganization should fail to be consummated, such failure shall
not affect the other Reorganization in any way.
1.2. Provided that all conditions precedent to a Reorganization set forth herein have been
satisfied as of the Closing Date (as 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, the
parties to which and classes of shares to be issued in connection with which are set forth in
Exhibit A:
(a) The Target Fund shall transfer all of its Assets, as defined and set forth in
Section 1.2(b), to the Acquiring Fund, and the Acquiring Fund in exchange therefor shall
assume the Liabilities, as defined and set forth in Section 1.2(c), and deliver to the
Target Fund the number of full and fractional Acquiring Fund shares determined in the manner
set forth in Section 2. At least fifteen business days prior to the Valuation Date (as
defined in Section 2.1(a)), the Target Entity will provide the Acquiring Entity with a
schedule of the portfolio securities and other assets of each Target Fund. At least ten
business days prior to the Valuation Date, the Acquiring Entity will advise the Target
Entity of any investments of a Target Fund shown on the Target Funds schedule provided
pursuant to the preceding sentence that the Acquiring Fund would not be permitted to hold
(i) under its investment objective, principal investment strategies or investment
restrictions; (ii) under applicable law or regulation; or (iii) because the transfer of such
investments would result in material operational or administrative difficulties to the
Acquiring Entity in connection with facilitating the orderly transition of the Target Funds
Assets. Under such circumstances, to the extent practicable, the Target Entity will, if
requested by the Acquiring Entity and, to the extent permissible and consistent with its own
investment objectives and policies and the fiduciary duties of the investment adviser
responsible for the portfolio management of the Target Fund, dispose of such investments
prior to the Valuation Date. In addition, if it is determined that the portfolios of an
Acquiring Fund and a Target Fund, when aggregated, would contain investments exceeding
certain percentage limitations to which an Acquiring Fund is or will be subject with respect
to such investments, the Target Entity will, if requested by the Acquiring Entity and, to
the extent permissible and consistent with its own investment objectives and policies and
the fiduciary duties of the investment adviser responsible for the portfolio management of
the Target Fund, dispose of and/or reinvest a sufficient amount of such investments as may
be necessary to avoid violating such limitations as of the Closing Time (as defined in
Section 3.1). Notwithstanding the foregoing, nothing herein will require a Target Fund to
dispose of any portfolio securities or other assets, if, in the reasonable judgment of the
Target Entitys Board of Trustees or Target Funds investment adviser, such disposition
would adversely affect the tax-free nature of the Reorganization for federal income tax
purposes or would otherwise not be in the best interests of a Target Fund. In addition, in
order to facilitate the transfer of Assets at the Closing Time, the investment adviser to an
Acquiring Fund may request in writing that the investment adviser to the Target Fund use its
commercially reasonable best efforts, subject to its fiduciary duty, to limit or cease
portfolio trading on behalf of a Target Fund for a period of up to three days prior to the
Valuation Day. The Target Entity agrees that it will accommodate such requests to the
extent such trading restrictions are consistent with the investment objectives, policies and
strategies of the Target Fund and consistent with fulfilling the fiduciary obligations of
the Target Funds investment adviser.
(b) The assets of the Target Fund to be transferred to the Acquiring Fund shall consist
of all assets and property, including, without limitation, all cash, securities, commodities
and futures interests, claims (whether absolute or contingent, known or unknown, accrued or
unaccrued and including, without limitation, any interest in pending
-2-
or future legal claims in connection with past or present portfolio holdings, whether
in the form of class action claims, opt-out or other direct litigation claims, or regulator
or government-established investor recovery fund claims, and any and all resulting
recoveries) and dividends or interest receivable that are owned by the Target Fund and any
deferred or prepaid expenses shown as an asset on the books of the Target Fund on the
Closing Date, except for cash, bank deposits or cash equivalent securities in an amount
necessary to pay the estimated costs of extinguishing any Excluded Liabilities (as defined
in Section 1.2(c)) and cash in an amount necessary to pay any distributions pursuant to
Section 7.1(g) (collectively, Assets).
(c) The Acquiring Fund shall assume all of the liabilities of the Target Fund, whether
accrued or contingent, known or unknown, existing at the Closing Date (as defined in Section
3.1), except for the Target Funds 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 Funds Net Assets.
(d) As soon as is reasonably practicable after the Closing, the Target Fund will
distribute to its shareholders of record (Target Fund Shareholders) the shares of
the Acquiring Fund of the corresponding class received by the Target Fund pursuant to
Section 1.2(a), as set forth in Exhibit A, on a pro rata basis within that
class, and will as promptly as practicable completely liquidate and dissolve. Such
distribution and liquidation will be accomplished, with respect to each class of the Target
Funds shares, by the transfer of the Acquiring Fund shares of the corresponding class then
credited to 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 Funds shares owned by the Target Fund
Shareholders on the Valuation Date. All issued and outstanding shares of the Target Fund,
including any outstanding share certificates, will simultaneously be canceled on the books
of the Target Fund. The Acquiring Fund shall not issue certificates representing shares in
connection with such exchange.
(e) Ownership of Acquiring Fund shares will be shown on its books, as such are
maintained by the Acquiring Funds transfer agent.
-3-
2. VALUATION
2.1. With respect to each Reorganization:
(a) The value of the Target Funds 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 Funds
valuation procedures established by the Target Entitys Board of Trustees, which shall be
provided to the Acquiring Fund prior to the Valuation Date.
(b) The net asset value per share of each class of the Acquiring Fund shares issued in
connection with the Reorganization shall be the net asset value per share of each class
computed on the Valuation Date, using the Acquiring Funds valuation procedures established
by the Acquiring Entitys Board of Trustees.
(c) The number of shares issued of each class of the Acquiring Fund (including
fractional shares, if any, rounded to the nearest thousandth) in exchange for the Target
Funds Net Assets shall be determined by dividing the value of the Net Assets of the Target
Fund attributable to each class of Target Fund shares by the net asset value per share of
the corresponding share class of the Acquiring Fund.
(d) It is understood and agreed that the net asset value of the Target Funds shall be
based on the amortized cost valuation procedures that have been adopted by the Board of
Trustees of the applicable Target Entity on behalf of the Target Fund. If the difference
between the per share net asset value of any share class of a Target Fund and its
corresponding Acquiring Fund equals or exceeds $ on the
Valuation Date, as computed
by using market values in accordance with the policies and procedures established by the
Target Entity (or as otherwise mutually determined by the Boards of Trustees of the
Acquiring Entity and the Target Entity), either party shall have the right to postpone the
Valuation Date and Closing with respect to a Target Fund until such time as the difference
per share is less than $0. .
If such Closing Time is postponed pursuant to the preceding sentence, then the parties shall
use commercially reasonable efforts as may be mutually agreed upon to reduce such difference to
less than $ .
In addition, if for any period from the date of this Agreement up to and
including the Valuation Date, the market value per share of a Target Fund or an
Acquiring Fund falls below
$ , such
Fund shall adhere to its amortized cost procedures, including but not
limited to, providing any required notices to the Funds Board of Trustees (a copy of
which shall be simultaneously provided to the other Funds Board of Trustees and
investment adviser). To the extent that either a Target Funds or an Acquired Funds
amortized cost per share net asset value would be less than $
on any of the three business days prior to the Valuation Date, the parties shall consult on the actions to be taken with
respect to the Reorganization.
-4-
(e) All computations of value shall be made by the Target Funds designated
recordkeeping agent using the valuation procedures described in this Section 2 and shall be
subject to review by the Acquiring Funds recordkeeping agent and, if requested by either
the Target Entity or the Acquiring Entity, by the independent registered public accountant
of the requesting party.
3. CLOSING AND CLOSING DATE
3.1. Each Reorganization shall close on , 2010 or such other date as the
parties may agree with respect to any or all Reorganizations (the Closing Date). All
acts taking place at the closing of a Reorganization (Closing) shall be deemed to take
place simultaneously as of immediately prior to the opening of regular trading on the NYSE on the
Closing Date of that Reorganization unless otherwise agreed to by the parties (the Closing
Time). The Closing of each Reorganization shall be held in person, by facsimile, email or
such other communication means as the parties may reasonably agree.
3.2. With respect to each Reorganization:
(a) The Target Funds 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 custodian for the Acquiring Fund (the
Acquiring Funds 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 Custodian (the Target Custodian) to deliver to the
Acquiring Funds Custodian as of the Closing Date by book entry, in accordance with the
customary practices of the 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 Funds portfolio securities and instruments so
held. The cash to be transferred by a Target Fund shall be delivered to the Acquiring
Funds 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.
-5-
(b) The Target Entity shall direct the Target Custodian for each Target Fund to
deliver, at the Closing, a certificate of an authorized officer stating that (i) except as
permitted by Section 3.2(a), the Assets have been delivered in proper form to the Acquiring
Fund no later than the Closing Time on the Closing Date, and (ii) all necessary taxes in
connection with the delivery of the Assets, including all applicable Federal, state and
foreign stock transfer stamps, if any, have been paid or provision for payment has been
made.
(c) At such time prior to the Closing Date as the parties mutually agree, the Target
Fund shall provide (i) instructions and related information to the Acquiring Fund or its
transfer agent with respect to the Target Fund Shareholders, including names, addresses,
dividend reinvestment elections and tax withholding status of the Target Fund Shareholders
as of the date agreed upon (such information to be updated as of the Closing Date, as
necessary) and (ii) the information and documentation maintained by the Target Fund or its
agents relating to the identification and verification of the Target Fund Shareholders under
the USA PATRIOT ACT and other applicable anti-money laundering laws, rules and regulations
(the AML Documentation) and such other information as the Acquiring Fund may
reasonably request. The Acquiring Fund and its transfer agent shall have no obligation to
inquire as to the validity, propriety or correctness of any such instruction, information or
documentation, but shall, in each case, assume that such instruction, information or
documentation is valid, proper, correct and complete.
(d) The Target Entity shall direct each applicable transfer agent for a Target Fund
(the Target Transfer Agent) to deliver to the Acquiring Fund at the Closing a
certificate of an authorized officer stating that its records, as provided to the Acquiring
Entity, contain the names and addresses of the Target Fund Shareholders and the number of
outstanding shares of each class owned by each such shareholder immediately prior to the
Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Target Fund a
confirmation evidencing the Acquiring Fund shares to be credited on the Closing Date, or
provide other evidence satisfactory to the Target Entity that such Acquiring Fund shares
have been credited to the Target Fund Shareholders accounts on the books of the Acquiring
Fund. At the Closing, each party shall deliver to the other such bills of sale, checks,
assignments, certificates, if any, receipts or other documents as such other party or its
counsel may reasonably request.
(e) In the event that on the Valuation Date or the Closing Date (a) the NYSE or another
primary trading market for portfolio securities of the Target Fund (each, an
Exchange) shall be closed to trading or trading thereupon shall be restricted, or
(b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so
that, in the judgment of the Board of Trustees 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.
-6-
4. REPRESENTATIONS AND WARRANTIES
4.1. Each Target Entity, on behalf of itself or, where applicable a Target Fund, represents
and warrants to its corresponding Acquiring Entity and Acquiring Fund as follows:
(a) The Target Fund is duly organized as a series of the Target 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 the Amended and Restated Agreement and Declaration of
Trust or Second Amended and Restated Agreement and Declaration of Trust and by-laws
(Governing Documents), to own all of its Assets, to carry on its business as it is
now being conducted and to enter into this Agreement and perform its obligations hereunder;
(b) The Target Entity is a registered investment company classified as a management
company of the open-end type, and its registration with the U.S. Securities and Exchange
Commission (the Commission) as an investment company under the 1940 Act, and the
registration of the shares of the Target Fund under the Securities Act of 1933, as amended
(1933 Act), are in full force and effect;
(c) No consent, approval, authorization, or order of any court or governmental
authority, or the Financial Industry Regulatory Authority (FINRA) is required for
the consummation by the Target Fund and the Target Entity of the transactions contemplated
herein, except such as have been obtained or will be obtained at or prior to the Closing
Date under the 1933 Act, the Securities Exchange Act of 1934, as amended (1934
Act), the 1940 Act and state securities laws;
(d) The current prospectus and statement of additional information of the Target Fund
and each prospectus and statement of additional information of the Target Fund used at all
times between October 1, 2001 and the date of this Agreement conforms or conformed at the
time of its use in all material respects to the applicable requirements of the 1933 Act and
the 1940 Act and the rules and regulations of the Commission thereunder and does not or did
not at the time of its use include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not materially misleading;
(e) The Target Fund is in compliance in all material respects with the applicable
investment policies and restrictions set forth in the Target Funds 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;
-7-
(f) Except as otherwise disclosed to and accepted, in writing, by or on behalf of the
Acquiring Fund, the Target Fund will on the Closing Date have good title to the Assets and
full right, power, and authority to sell, assign, transfer and deliver such Assets free of
adverse claims, including any liens or other encumbrances, and upon delivery and payment for
such Assets, the Acquiring Fund will acquire good title thereto, free of adverse claims and
subject to no restrictions on the full transfer thereof, including, without limitation, such
restrictions as might arise under the 1933 Act;
(g) Except as otherwise disclosed to and accepted, in
writing, by or on behalf of the Acquiring Fund, the Target Fund is not engaged currently, and the execution, delivery and
performance of this Agreement will not result, in (i) a material violation of the Target
Entitys Governing Documents or of any agreement, indenture, instrument, contract, lease or
other undertaking to which the Target Fund or the Target Entity is a party or by which it is
bound, or (ii) the acceleration of any obligation, or the imposition of any lien,
encumbrance, penalty or additional fee under any agreement, indenture, instrument, contract,
lease, judgment or decree to which the Target Fund or Target Entity is a party or by which
it is bound;
(h) Except as otherwise disclosed to and accepted, in
writing, by or on behalf of the Acquiring Fund, all material contracts or other commitments of the Target Fund (other than this
Agreement and certain investment contracts, including swap agreements, options, futures and
forward contracts) will terminate with respect to the Target Fund without liability to the
Target Fund or may otherwise be assigned to the Acquiring Fund without the payment of any
fee (penalty or otherwise) or acceleration of any obligations of the Target Fund on or prior
to the Closing Date;
(i) Except as otherwise disclosed to and accepted, in writing, 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 Funds knowledge, threatened against the Target Fund that, if adversely determined,
would materially and adversely affect the Target Funds financial condition or the conduct
of its business. The Target Fund and the Target Entity, without any special investigation
or inquiry, know of no facts that might form the basis for the institution of such
proceedings and neither the Target Entity nor the Target Fund is a party to or subject to
the provisions of any order, decree or judgment of any court, governmental body or FINRA
that materially and adversely affects its business or its ability to consummate the
transactions herein contemplated;
(j) The financial statements of the Target Fund for the Target Funds most recently
completed fiscal year have been audited by the independent registered public accounting firm
identified in the Target Funds prospectus or statement of additional information included
in the Target Funds 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
Funds 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
-8-
there are no known contingent liabilities of the Target Fund required to be reflected
on a balance sheet (including the notes thereto) in accordance with GAAP as of such date not
disclosed therein;
(k) Since the last day of the Target Funds most recently completed fiscal year, there
has not been any material adverse change in the Target Funds 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 (except as provided in Section 2.1(d)), the redemption of the Target Funds shares by
shareholders of the Target Fund or the discharge of the Target Funds ordinary course
liabilities shall not constitute a material adverse change;
(l) On the Closing Date, all material Returns (as defined below) of the Target Fund
required by law to have been filed by such date (including any extensions) shall have been
filed and are or will be true, correct and complete in all material respects, and all Taxes
(as defined below) shown as due or claimed to be due by any government entity shall have
been paid or provision has been made for the payment thereof. To the Target Funds
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 time to assess any such Taxes are outstanding
nor are any written requests for such waivers pending; and adequate provision has been made
in the Target Fund financial statements for all Taxes in respect of all periods ended on or
before the date of such financial statements. As used in this Agreement, Tax or Taxes
means (i) any tax, governmental fee or other like assessment or charge of any kind
whatsoever (including, but not limited to, withholding on amounts paid to or by any person),
together with any interest, penalty, addition to tax or additional amount imposed by any
governmental authority (domestic or foreign) responsible for the imposition of any such tax.
Return means reports, returns, information returns, elections, agreements, declarations,
or other documents of any nature or kind (including any attached schedules, supplements and
additional or supporting material) filed or required to be filed with respect to Taxes,
including any claim for refund, amended return or declaration of estimated Taxes (and
including any amendments with respect thereto);
(m) The Target Fund has elected to be a regulated investment company under Subchapter M
of the Code and is a fund that is treated as a separate corporation under Section 851(g) of
the Code. The Target Fund has qualified for treatment as a regulated investment company for
each taxable year since inception that has ended prior to the Closing Date and will have
satisfied the requirements of Part I of Subchapter M of the Code to maintain such
qualification for the period beginning on the first day of its current taxable year and
ending on the Closing Date. 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, will declare on or prior to the
Valuation Date to the shareholders of Target Fund a
-9-
dividend or dividends that, together with all previous such dividends, shall have the
effect of distributing (A) all of Target Funds 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 Funds net capital gain recognized in its taxable
year ended prior to the Closing Date and substantially all of any such net capital gain
recognized in such short taxable year (in each case after reduction for any capital loss
carryover);
(n) All issued and outstanding shares of the Target Fund are, and on the Closing Date
will be, duly and validly issued and outstanding, fully paid and non-assessable by the
Target Entity and, in every state where offered or sold, such offers and sales have been in
compliance in all material respects with applicable registration and/or notice requirements
of the 1933 Act and state and District of Columbia securities laws. All of the issued and
outstanding shares of the Target Fund will, at the time of Closing, be held by the persons
and in the amounts set forth in the records of the Target Transfer Agent, on behalf of the
Target Fund. The Target 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 of the shares of
the Target Fund, nor is there outstanding any security convertible into any of the Target
Funds shares, except for the automatic conversion right of holders of Class B shares, as
applicable, of the Target Fund to convert to Class A shares in accordance with the terms set
forth in the Target Funds Prospectus and Statement of Additional Information and Governing
Documents;
(o) The execution, delivery and performance of this Agreement will have been duly
authorized prior to the Closing Date by all necessary action, if any, on the part of the
Board of Trustees of the Target Entity, on behalf of the Target Fund, and subject to the
approval of the shareholders of the Target Fund, and the due authorization, execution and
delivery of this Agreement by the other parties hereto, this Agreement will constitute a
valid and binding obligation of the Target Fund, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors rights and to general equity principles;
(p) As of the date of this Agreement or within a certain time thereafter as mutually
agreed by the parties, the Target Fund has provided the Acquiring Fund with all information
relating to the Target Fund reasonably necessary for the preparation of the N-14
Registration Statement (as defined in Section 5.1(b) hereof), in compliance with the 1933
Act, the 1934 Act and the 1940 Act in connection with the meeting of shareholders of the
Target Fund to approve this Agreement and the transactions contemplated hereby. As of the
effective date of the N-14 Registration Statement, the date of the meeting of shareholders
of the Target Fund and the Closing Date, such information provided by any Target Fund will
not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which such statements were made, not misleading; provided, however, that
the representations and warranties in this subparagraph shall not apply to statements in or
omissions from the N-14 Registration Statement made in
-10-
reasonable reliance upon and in conformity with information that was furnished by the
Acquiring Fund for use therein;
(q) The books and records of the Target Fund are true and correct in all material
respects and contain no material omissions with respect to the information required to be maintained under laws, rules and regulations applicable to
the Target Fund;
(r) The Target Entity is not under the jurisdiction of a court in a Title 11 or similar
case within the meaning of Section 368(a)(3)(A) of the Code; and
(s) The Target Fund has no unamortized or unpaid organizational fees or expenses.
4.2. Each Acquiring Entity, on behalf of itself or, where applicable, an Acquiring Fund,
represents and warrants to its corresponding Target Entity and Target Fund as follows:
(a) The Acquiring Fund is duly organized as a series of the Acquiring Entity, which is
a statutory trust duly formed, validly existing, and in good standing under the laws of the
State of Delaware, with power under its Amended and Restated Agreement and Declaration of
Trust, as amended (the Agreement and Declaration of Trust) and by-laws to own all
of its properties and assets and to carry on its business as it is now being conducted, and
to enter into this Agreement and perform its obligations hereunder;
(b) The Acquiring Entity is a registered investment company classified as a management
company of the open-end type, and its registration with the Commission as an investment
company under the 1940 Act and the registration of the shares of the Acquiring Fund under
the 1933 Act are in full force and effect;
(c) No consent, approval, authorization, or order of any court, governmental authority
or FINRA is required for the consummation by the Acquiring Fund and the Acquiring Entity of
the transactions contemplated herein, except such as have been or will be obtained at or
prior to the Closing Date under the 1933 Act, the 1934 Act, the 1940 Act and state
securities laws;
(d) The current prospectus and statement of additional information of the Acquiring
Fund and each prospectus and statement of additional information of the Acquiring Fund used
at all times between October 1, 2001 and the date of this Agreement conforms or conformed at
the time of its use in all material respects to the applicable requirements of the 1933 Act
and the 1940 Act and the rules and regulations of the Commission thereunder and does not or
did not at the time of its use include any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not materially
misleading;
(e) The Acquiring Fund is in compliance in all material respects with the applicable
investment policies and restrictions set forth in the Acquiring Funds prospectus and
statement of additional information and the value of the net assets of the Acquiring Fund is
determined using portfolio valuation methods that comply in all
-11-
material respects with the requirements of the 1940 Act and the rules and regulations
of the Commission thereunder and the pricing and valuation procedures of the Acquiring Fund
and there have been no material miscalculations of the net asset value of the Acquiring Fund
or the net asset value per share of the Acquiring Fund (or any class thereof) during the
twelve month period preceding the date hereof which would have a material adverse effect on
such Acquiring Fund or its properties or assets;
(f) Except as otherwise disclosed to and accepted, in
writing, by or on behalf of the Target Fund,
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
Entitys Agreement and Declaration of Trust or by-laws or of any agreement, indenture,
instrument, contract, lease or other undertaking to which the Acquiring Fund or the
Acquiring Entity is a party or by which it is bound, or (ii) the acceleration of any
obligation, or the imposition of any lien, encumbrance, penalty, or additional fee under any
agreement, indenture, instrument, contract, lease, judgment or decree to which the Acquiring
Fund or the Acquiring Entity is a party or by which it is bound;
(g) Except as otherwise disclosed in writing to and accepted by or on behalf of the
Target Fund, no litigation or administrative proceeding or investigation of or before any
court, tribunal, arbitrator, governmental body or FINRA is presently pending or, to the
Acquiring Funds knowledge, threatened against the Acquiring Fund that, if adversely
determined, would materially and adversely affect the Acquiring Funds financial condition
or the conduct of its business. The Acquiring Fund and the Acquiring Entity, without any
special investigation or inquiry, know of no facts that might form the basis for the
institution of such proceedings and neither the Acquiring Entity nor the Acquiring Fund is a
party to or subject to the provisions of any order, decree or judgment of any court,
governmental body or FINRA that materially and adversely affects its business or its ability
to consummate the transactions herein contemplated;
(h) The financial statements of the Acquiring Fund for the Acquiring Funds most
recently completed fiscal year have been audited by the independent registered public
accounting firm identified in the Acquiring Funds prospectus or statement of additional
information included in the Acquiring Funds registration statement on Form N-1A. Such
statements, as well as the unaudited, semi-annual financial statements for the semi-annual
period next succeeding the Acquiring Funds most recently completed fiscal year, if any,
were prepared in accordance with GAAP consistently applied, and such statements (copies of
which have been furnished or made available to the Target Fund) present fairly, in all
material respects, the financial condition of the Acquiring Fund as of such date in
accordance with GAAP, and there are no known contingent liabilities of the Acquiring Fund
required to be reflected on a balance sheet (including the notes thereto) in accordance with
GAAP as of such date not disclosed therein;
(i) Since the last day of the Acquiring Funds most recently completed fiscal year,
there has not been any material adverse change in the Acquiring Funds 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 Target 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 Acquiring Fund (except as provided in Section 2.1(d)), the redemption of the
-12-
Acquiring Funds shares by shareholders of the Acquiring Fund or the discharge of the
Acquiring Funds ordinary course liabilities shall not constitute a material adverse change;
(j) 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 Funds 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; no waivers of
the time to assess any such Taxes are outstanding nor are any written requests for such
waivers pending; and adequate provision has been made in the Acquiring Fund financial
statements for all Taxes in respect of all periods ended on or before the date of such
financial statements.
(k) The Acquiring 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 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 have satisfied the requirements of Part I of Subchapter M of the Code to
maintain such qualification for the period beginning on the first day of its current taxable
year and ending on the Closing Date. The Acquiring Fund has no earnings and profits
accumulated in any taxable year in which the provisions of Subchapter M of the Code did not
apply to it.
(l) All issued and outstanding Acquiring Fund shares are, and on the Closing Date will
be, duly and validly issued and outstanding, fully paid and non-assessable by the Acquiring
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. 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, except for the automatic conversion right of holders of Class B5 shares of the
Acquiring Fund to convert to Class A5 shares in accordance with the terms set forth in the
Acquiring Funds prospectus and statement of additional information and Agreement and
Declaration of Trust;
(m) The execution, delivery and performance of this Agreement will have been duly
authorized prior to the Closing Date by all necessary action, if any, on the part of the
trustees of the Acquiring Entity, on behalf of the Acquiring Fund, 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 Acquiring Fund, enforceable in accordance with its
-13-
terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors rights and to general equity
principles;
(n) 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 Funds Assets
in accordance with the terms of this Agreement, will be fully paid and non-assessable by the
Acquiring Entity;
(o) The books and records of the Acquiring Fund are true and correct in all material
respects and contain no material omissions with respect to information required to be maintained under laws, rules and regulations applicable to
the Acquiring Fund;
(p) 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;
(q) 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;
(r) As of the effective date of the N-14 Registration Statement (as defined in Section
5.1(b)), the date of the meeting of shareholders of the Target Fund and the Closing Date,
the information provided by any Acquiring Fund for use in the N-14 Registration Statement
will not contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the
circumstances under which such statements were made, not misleading; provided, however, that
the representations and warranties in this subparagraph shall not apply to statements in or
omissions from the N-14 Registration Statement made in reasonable reliance upon and in
conformity with information that was furnished by the Target Fund for use therein.
5. COVENANTS OF THE ACQUIRING FUND AND THE TARGET FUND
5.1. With respect to each Reorganization:
(a) The Acquiring Fund and the Target Fund each: (i) will operate its business in the
ordinary course and substantially in accordance with past practices between the date hereof
and the Closing Date for the Reorganization, it being understood that such ordinary course
of business may include the declaration and payment of customary dividends and
distributions, and any other distribution that may be advisable, and (ii) shall use its
reasonable best efforts to preserve intact its business organization and material assets and
maintain the rights, franchises and business and customer relations necessary to conduct the
business operations of the Acquiring Fund or the Target Fund, as appropriate, in the
ordinary course in all material respects.
(b) The parties hereto shall cooperate in preparing, and the Acquiring Entity shall
file with the Commission, a registration statement on Form N-14 under the 1933 Act which
shall properly register the Acquiring Fund shares to be issued in connection
-14-
with the Reorganization and include a proxy statement with respect to the votes of the
shareholders of the Target Fund to approve the Reorganization (the N-14 Registration
Statement).
(c) The Target Entity will call a meeting of the shareholders of the Target Fund to
consider and act upon this Agreement and to take all other action necessary to obtain
approval of the transactions contemplated herein. The Target Entity shall, through its
board of trustees, if considered by such trustees to be consistent with their fiduciary
obligations, recommend to the shareholders of the Target Fund approval of this Agreement.
(d) The Target Fund covenants that the Acquiring Fund shares to be issued pursuant to
this Agreement are not being acquired for the purpose of making any distribution thereof,
other than in accordance with the terms of this Agreement.
(e) The Target Fund will assist the Acquiring Fund in obtaining such information as the
Acquiring Fund reasonably requests concerning the beneficial ownership of the Target Funds shares.
(f) The Target Entity will provide the Acquiring Fund with (1) a statement of the
respective tax basis and holding period of all investments to be transferred by the Target
Fund to the Acquiring Fund, (2) a copy (which may be in electronic form) of the shareholder
ledger accounts including, without limitation, the name, address and taxpayer identification
number of each shareholder of record, the number of shares of beneficial interest held by
each shareholder, the dividend reinvestment elections applicable to each shareholder, and
the backup withholding and nonresident alien withholding certifications, notices or records
on file with the Target Fund with respect to each shareholder, for all of the shareholders
of record of the Target Fund as of the close of business on the Valuation Date, who are to
become holders of the Acquiring Fund as a result of the transfer of Assets (the Target
Fund Shareholder Documentation), certified by its transfer agent or its President or
Vice-President to the best of their knowledge and belief, (3) all FIN 48 work papers and
supporting statements pertaining to the Target Fund (the FIN 48 Workpapers), and
(4) the tax books and records of the Target Fund for purposes of preparing any returns
required by law to be filed for tax periods ending after the Closing Date. The information
to be provided under (1) of this sub-section shall be provided as soon as reasonably
practicable after the Closing but in any event not later than twenty (20) business days
after Closing and the information to be provided under (2) through (4) of this sub-section
shall be provided at or prior to the Closing.
(g) Subject to the provisions of this Agreement, the Acquiring Fund and the Target Fund
will each take, or cause to be taken, all action, and do or cause to be done all things,
reasonably necessary, proper or advisable to consummate and make effective the transactions
contemplated by this Agreement.
(h) As soon as is reasonably practicable after the Closing, the Target Fund will make
one or more liquidating distributions to its shareholders consisting of the
-15-
applicable class of shares of the Acquiring Fund received at the Closing, as set forth
in Section 1.2(d) hereof.
(i) The Acquiring Fund and the Target Fund shall each use their reasonable best efforts
prior to Closing to fulfill or obtain the fulfillment of the conditions precedent to effect
the transactions contemplated by this Agreement.
(j) The Target Fund shall, from time to time, as and when reasonably requested by the
Acquiring Fund, execute and deliver or cause to be executed and delivered all such
assignments and other instruments, and will take or cause to be taken such further action,
as the Acquiring Fund may reasonably deem necessary or desirable in order to vest in and
confirm the Acquiring Funds title to and possession of all the Assets and otherwise to
carry out the intent and purpose of this Agreement.
(k) The Acquiring Fund will use all reasonable efforts to obtain the approvals and
authorizations required by the 1933 Act, the 1940 Act and such of the state blue sky or
securities laws as may be necessary in order to continue its operations after the Closing
Date.
(l) A statement of the earnings and profits (accumulated and
current) of the Target Fund for federal income tax purposes that will be carried over to the
Acquiring Fund as a result of Section 381 of the Code will be provided to the Acquiring Fund prior to Closing if the Target Funds 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
-16-
federal, state, local or foreign tax authority and (b) legal opinions; and (3) any
organizational documents, including without limitation, the declarations of trust and
by-laws, together with the board meeting minutes and consent of trustees and shareholders
with respect to any wholly-owned subsidiaries of the Target Fund.
(p) The contingent deferred sales charge (CDSC) applicable to Class B5 and Class C5
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 B5 and Class C5 shares
of the Acquiring Fund shall be deemed to have acquired such shares on the date(s) that the
corresponding shares of the Target Fund were acquired by the shareholder.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TARGET FUND
6.1. With respect to each Reorganization, the obligations of the Target Entity, on behalf of
the Target Fund, to consummate the transactions provided for herein shall be subject, at the Target
Funds election, to the performance by the Acquiring Fund of all of the obligations to be performed
by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
(a) All representations and warranties of the Acquiring Fund and the Acquiring Entity
contained in this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions contemplated by this
Agreement, as of the Closing Date, with the same force and effect as if made on and as of
the Closing Date;
(b) The Acquiring Entity shall have delivered to the Target Entity on the Closing Date
a certificate executed in its name by its President or Vice President and Treasurer, in form
and substance reasonably satisfactory to the Target Entity and dated as of the Closing Date,
to the effect that the representations and warranties of or with respect to the Acquiring
Fund made in this Agreement are true and correct at and as of the Closing Date, except as
they may be affected by the transactions contemplated by this Agreement;
(c) The Acquiring Entity and the Acquiring Fund shall have performed all of the
covenants and complied with all of the provisions required by this Agreement to be performed
or complied with by the Acquiring Entity and the Acquiring Fund, on or before the Closing
Date;
(d) The Target Fund and the Acquiring Fund shall have agreed on the number of full and
fractional shares of each class of the Acquiring Fund 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;
(e) The Target Entity shall have received on the Closing Date the opinion of Stradley
Ronon Stevens & Young, LLP (Stradley Ronon), counsel to the Acquiring
-17-
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 Funds properties and assets and to conduct its business, including that of the
Acquiring Fund, as a registered investment company as described in its organizational
documents or in the most recently filed registration statement of the Acquiring Fund;
(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;
(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 and VKAM is a valid and binding obligation of the
Acquiring Entity, on behalf of the Acquiring Fund, enforceable against the Acquiring 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;
(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 Funds 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 Entitys
Agreement and Declaration of Trust or By-Laws or a breach or default under any agreement
pertaining to the Acquiring Fund identified as an exhibit in Part C of the registration
statement on Form N-1A last filed by Acquiring Entity or, to the knowledge of such counsel,
result in the acceleration of any obligation or the imposition of any penalty under any such
agreement.
7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
7.1. With respect to each Reorganization, the obligations of the Acquiring Entity, on behalf
of the Acquiring Fund, to consummate the transactions provided for herein shall be subject, at the
Acquiring Funds 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:
-18-
(a) All representations and warranties of the Target Entity and the Target Fund
contained in this Agreement shall be true and correct in all material respects as of the
date hereof and, except as they may be affected by the transactions contemplated by this
Agreement, as of the Closing Date, with the same force and effect as if made on and as of
the Closing Date;
(b) The Target Entity, on behalf of the Target Fund, shall have delivered to the
Acquiring Entity on the Closing Date (i) a statement of the Target Funds Assets, together
with a list of portfolio securities of the Target Fund as of the Closing Date, certified by
the Treasurer of the Target Entity, (ii) the Target Fund Shareholder Documentation, (iii)
the AML Documentation, and (iv) to the extent permitted by applicable law, all information
pertaining to, or necessary or useful in the calculation or demonstration of, the investment
performance of the Target Fund;
(c) The Target Entity shall have delivered to the Acquiring Entity on the Closing Date
a certificate executed in its name by its President or Vice President and Treasurer, in form
and substance reasonably satisfactory to the Acquiring Entity and dated as of the Closing
Date, to the effect that 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 Entity shall reasonably request;
(d) The Target Custodian and the Target Transfer Agent shall have delivered the
certificates contemplated by Sections 3.2(b) and 3.2(d) of this Agreement, respectively, and
the Target Transfer Agent or the Target Funds 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 Funds President or the Target Funds Vice President, as applicable.
(e) The Target Entity and the Target Fund shall have performed all of the covenants and
complied with all of the provisions required by this Agreement to be performed or complied
with by the Target Entity and the Target Fund, on or before the Closing Date;
(f) The Target Fund and the Acquiring Fund shall have agreed on the number of full and
fractional shares of each class of the Acquiring Fund set forth on Exhibit A hereto to be
issued in connection with the Reorganization after such number has been calculated in
accordance with Section 1.2 hereto;
(g) 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 undistributed investment company
-19-
taxable income and net realized capital gains from any period to the extent not
otherwise already distributed;
(h) The Acquiring Entity shall have received on the Closing Date the opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Target Entity (which may rely on certificates of officers
or trustees of the Target Entity), dated as of the Closing Date, covering the following
points:
(i) The Target 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
Target Funds properties and assets, and to conduct its business, including that of the
Target Fund, as a registered investment company 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 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 the
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, the Target Entitys
Governing Documents or a breach or default under any agreement pertaining to the Target Fund
identified as an exhibit in Part C of the registration statement on Form N-1A last filed by
Target Entity or, to the knowledge of such counsel, result in the acceleration of any
obligation or the imposition of any penalty under any such agreement.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE TARGET FUND
With respect to each Reorganization, if any of the conditions set forth below have not been
satisfied on or before the Closing Date with respect to the Target Fund or the Acquiring Fund, the
Acquiring Entity or Target Entity, respectively, shall, at its option, not be required to
consummate the transactions contemplated by this Agreement:
-20-
8.1. The Agreement shall have been approved by the requisite vote of the holders of the
outstanding shares of the Target Fund in accordance with the provisions of the Target Entitys
Governing Documents, Delaware law, and the 1940 Act, and certified copies of the voting record from
the proxy solicitor evidencing such approval shall have been delivered to the Acquiring Fund.
Notwithstanding anything herein to the contrary, neither the Target Fund nor the Acquiring Fund may
waive the conditions set forth in this Section 8.1;
8.2. The Agreement and transactions contemplated herein shall have been approved by the Board
of 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 partys Board of 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;
8.3. On the Closing Date, no action, suit or other proceeding shall be pending or, to the
Target Entitys or the Acquiring Entitys knowledge, threatened before any court or governmental
agency in which it is sought to restrain or prohibit, or obtain damages or other relief in
connection with, this Agreement, the transactions contemplated herein or the MS/Invesco
Transaction;
8.4. All consents of other parties and all other consents, orders and permits of Federal,
state and local regulatory authorities deemed necessary by the Acquiring Fund or Target Fund to
permit consummation, in all material respects, of the transactions contemplated hereby shall have
been obtained, except where failure to obtain any such consent, order or permit would not involve a
risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Target
Fund, provided that either party hereto may for itself waive any of such conditions;
8.5. The N-14 Registration Statement shall have become effective under the 1933 Act and no
stop orders suspending the effectiveness thereof shall have been issued and, to the best knowledge
of the parties hereto, no investigation or proceeding for that purpose shall have been instituted
or be pending, threatened or contemplated under the 1933 Act; and
8.6. The Target Entity and the Acquiring Entity shall have received on or before the Closing
Date an opinion of Stradley 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,
Stradley 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.
8.7. The MS/Invesco Transaction contemplated by the Transaction Agreement shall have been
consummated.
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BROKERAGE FEES AND EXPENSES |
9.1. The parties hereto represent and warrant to each other that there are no brokers or
finders entitled to receive any payments in connection with the transactions provided for herein.
-21-
9.2. Morgan Stanley and Invesco will bear or arrange for an entity under common ownership of
Morgan Stanley or Invesco to bear the expenses relating to the Reorganizations, allocated among
Morgan Stanley and Invesco as set forth in the Transaction Agreement. The costs of the
Reorganizations shall include, but not be limited to, costs associated with obtaining any necessary
order of exemption from the 1940 Act, if any, organizing each Acquiring Fund, preparation, printing
and distribution of the N-14 Registration Statement for each Reorganization (including the
prospectus/proxy statement contained therein), legal fees, accounting fees, and expenses of holding
shareholders meetings.
10. COOPERATION AND EXCHANGE OF INFORMATION
10.1. With respect to each Reorganization, prior to the Closing and for a reasonable time
thereafter, the Target Entity and the corresponding Acquiring Entity will provide each other and
their respective representatives with such cooperation, assistance and information as is reasonably
necessary (i) for the filing of any Tax Return, for the preparation for any audit, and for the
prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment, or
(ii) for any financial accounting purpose. Each such party or their respective agents will retain
until the applicable period for assessment under applicable law (giving effect to any and all
extensions or waivers) has expired all returns, schedules and work papers and all material records
or other documents relating to Tax matters and financial reporting of tax positions of the Target
Fund and the Acquiring Fund for its taxable period first ending after the Closing of the applicable
Reorganization and for all prior taxable periods for which the statute of limitation had not run at
the time of the Closing, provided that a Target Entity shall not be required to maintain any such
documents that it has delivered to the Acquiring Fund.
11. INDEMNIFICATION
11.1. With respect to a Reorganization, the applicable Acquiring Entity, out of the assets of
the Acquiring Fund, and IAI agree to indemnify and hold harmless the Target Entity and each of the
Target Entitys 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 Target Entity or
-22-
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 Acquiring Entity, on behalf of the Acquiring Fund, of any of its representations, warranties,
covenants or agreements set forth in this Agreement. This indemnification obligation shall survive
the termination of this Agreement and the closing of the Reorganization.
11.2. With respect to a Reorganization, VKAM agrees to indemnify and hold harmless the
applicable Acquiring Entity and its officers and trustees to the extent that a Target Fund being
merged into such Acquiring Entity is currently advised by VKAM 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.
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ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES AND COVENANTS |
12.1. Except as described in Section 9.2, each party agrees that no party has made any
representation, warranty or covenant not set forth herein and that this Agreement constitutes the
entire agreement between the parties.
12.2. The representations, warranties and covenants contained in this Agreement or in any
document delivered pursuant hereto or in connection herewith shall survive the consummation of the
transactions contemplated hereunder. The covenants to be performed after the Closing shall survive
the Closing.
13. TERMINATION
This Agreement may be terminated and the transactions contemplated hereby may be abandoned
with respect to one or both 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 trustees or
officers, except for (i) any such material breach or intentional misrepresentation or (ii) the
parties respective obligations under Section 11, as to each of which all remedies at law or in
equity of the party adversely affected shall survive.
14. AMENDMENTS
This Agreement may be amended, modified or supplemented in a writing signed by the parties
hereto to be bound by such Amendment.
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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:
[Name]
[Address]
Fax: __________________
With a copy to:
[Name]
[Address]
Fax: __________________
For Van Kampen Asset Management:
[Name]
[Address]
Fax: __________________
with a copy to:
[Name]
[Address]
Fax: __________________
For each Acquiring Entity
11 Greenway Plaza, Suite 100
Houston, TX 77046
Fax: 713-993-9185
Attn: General Counsel
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with a copy to:
E. Carolan Berkley
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Fax: (215) 564-8120
For Invesco Advisers, Inc.:
[Name]
[Address]
Fax: __________________
with a copy to:
[Name]
[Address]
Fax: __________________
16. HEADINGS; GOVERNING LAW; COUNTERPARTS; ASSIGNMENT; LIMITATION OF LIABILITY
16.1. The Article and Section headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement.
16.2. This Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware and applicable Federal law, without regard to its principles of conflicts of
laws.
16.3. This Agreement shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns, but no assignment or transfer hereof or of any rights or
obligations hereunder shall be made by any party without the written consent of the other parties.
Nothing herein expressed or implied is intended or shall be construed to confer upon or give any
person, firm or corporation, other than the parties hereto and their respective successors and
assigns, any rights or remedies under or by reason of this Agreement.
16.4. This agreement may be executed in any number of counterparts, each of which shall be
considered an original.
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16.5. It is expressly agreed that the obligations of the parties hereunder shall not be
binding upon any of their respective 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 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.
-26-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be approved on behalf of
the Acquiring Fund and Target Fund.
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AIM Investment Securities Fund, on
behalf of its series identified on
Exhibit A hereto |
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Van Kampen Money Market Fund, on
behalf of its series identified
on Exhibit A hereto |
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By:
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Title:
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Title: |
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AIM Tax Exempt Funds, on behalf of its
series identified on Exhibit A hereto |
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Van Kampen Tax Free Money Fund,
on behalf of its series identified on Exhibit A
hereto |
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By:
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Title: |
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INVESCO Advisers, Inc. |
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Van Kampen Asset Management |
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By:
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-27-
EXHIBIT A
CHART OF REORGANIZATIONS
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Acquiring Fund (and share classes) |
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Corresponding Target Fund (and share |
and Acquiring Entity |
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classes) and Target Entity |
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AIM Money Market Fund, a series of
AIM Investment Securities Fund
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Van Kampen Money Market Fund, a
series of Van Kampen Money Market
Fund |
Class A5
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Class A |
Class B5
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Class B |
Class C5
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Class C |
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AIM Tax Exempt Cash Fund, a series
of AIM Tax Exempt Funds
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Van Kampen Tax Free Money Fund, a
series of Van Kampen Tax Free Money
Fund |
Class A
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Shares |
-28-
Schedule 1.2(c)
Excluded Liabilities
None
-29-
Schedule 8.6
Tax Opinions
With respect to each Reorganization:
(i) The acquisition by the Acquiring Fund of substantially 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 substantially
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
substantially all of the assets of the Target Fund solely in exchange 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 solely 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.
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(x) The Acquiring Fund will succeed to and take into account, as of the date of the transfer
as defined in Section 1.381(b)-1(b) of the income tax regulations issued by the United States
Department of the Treasury (the Treasury Regulations), the items of the Target Fund described in
Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381,
382, 383 and 384 of the Code, and the Treasury Regulations.
-31-
Part B
STATEMENT OF ADDITIONAL INFORMATION
[ ], 2010
Registration Statement on Form N-14 Filed by:
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AIM Tax-Exempt Funds
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AIM Investment Securities Funds |
AIM Tax Exempt Cash Fund
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AIM Money Market Fund |
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
(800) 959-4246
Relating to the [___], 2010 Joint Special Meeting of
Shareholders of the Van Kampen Money Market Fund and the Van Kampen Tax Free Money Fund.
This Statement of Additional Information, which is not a prospectus, supplements and should be read
in conjunction with the Combined Proxy Statement/Prospectus dated [ ], 2010 (the Proxy
Statement/Prospectus) relating specifically to the Joint Special Meeting of Shareholders of each
of the above-listed mutual funds be held on [___], 2010. Copies of each Proxy Statement/Prospectus
may be obtained at no charge by writing to Invesco Aim Investment Services, Inc., P.O. Box 4739,
Houston, TX 77210-4739, or by calling (800) 959-4246. You can also access this information at
www.invescoaim.com.
Table of Contents
|
|
|
|
|
|
|
Page |
|
General Information |
|
|
3 |
|
Incorporation by Reference |
|
|
3 |
|
Pro Forma Financial Statements |
|
|
[3] |
|
General Information
This Statement of Additional Information relates to the acquisition of all of the assets of each
Van Kampen Fund listed below by the corresponding Acquiring Fund listed below. Further information
is included in the Proxy Statement/Prospectus and in the documents, listed below, that are
incorporated by reference into this Statement of Additional Information.
|
|
|
Van Kampen Fund |
|
Acquiring Fund |
Van Kampen Money Market Fund
|
|
AIM Money Market Fund |
Van Kampen Tax Free Money Fund
|
|
AIM Tax-Exempt Cash Fund |
Incorporation of Documents by Reference into the Statement of Additional Information
This Statement of Additional Information incorporates by reference the following documents, which
have each been filed with the Securities and Exchange Commission and will be sent to any
shareholder requesting this Statement of Additional Information:
1. |
|
Statement of Additional Information dated February [___], 2010, for AIM Investment Securities
Funds with respect to AIM Money Market Fund (filed via EDGAR on December 11, 2009, Accession
No. 0000950123-09-070185). |
2. |
|
The audited financial statements and related report of the independent public accounting firm
included in the AIM Investment Securities Funds Annual Report to Shareholders for the fiscal
year ended July 31, 2009, with respect to AIM Money Market Fund (filed via EDGAR on October 7,
2009, Accession No. 0000950123-09-048850). |
3. |
|
Statement of Additional Information dated July 28, 2009, for AIM Tax-Exempt Funds with
respect to AIM Tax-Exempt Cash Fund (filed via EDGAR on July 23, 2009, Accession No.
0000950123-09-024814). |
4. |
|
Supplement dated December 23, 2009 to the Statement of Additional Information dated July 28,
2009, for AIM Tax-Exempt Funds with respect to AIM Tax-Exempt Cash Fund (filed via EDGAR on
December 23, 2009, Accession No. 0000950123-09-073154). |
5. |
|
The unaudited financial statements included in the AIM Tax-Exempt Funds Semi-Annual Report to
Shareholders for the period ended September 30, 2009, with respect to AIM Tax-Exempt Cash Fund
(filed via EDGAR on December 4, 2009, Accession No. 0000950123-09-068491). |
6. |
|
The audited financial statements and related report of the independent public accounting firm
included in the AIM Tax-Exempt Funds Annual Report to Shareholders for the fiscal year ended
March 31, 2009, with respect to AIM Tax-Exempt Cash Fund (filed via EDGAR on June 5, 2009,
Accession No. 0000950123-09-011673). |
7. |
|
Statement of Additional Information dated September 30, 2009, for Van Kampen Money Market
Fund (filed via EDGAR on September 28, 2009, Accession No. 0000950123-09-046536). |
8. |
|
The audited financial statements and related report of the independent public accounting firm
included in the Van Kampen Money Market Fund Annual Report to Shareholders for the fiscal year
ended May 31, 2009 (filed via EDGAR on July 29, 2009, Accession No. 0000950123-09-026825). |
9. |
|
Statement of Additional Information dated October 30, 2009, for Van Kampen Tax Free Money
Fund (filed via EDGAR on October 27, 2009, Accession No. 0000950123-09-053727). |
10. |
|
The audited financial statements and related report of the independent public accounting firm
included in the Van Kampen Tax Free Money Fund Annual Report to Shareholders for the fiscal
year ended June 30, 2009 (filed via EDGAR on August 27, 2009, Accession No.
0000950123-09-038589). |
Pro Forma Financial Statements
Under the Reorganization Agreement, each VK Fund is to be reorganized into the Acquiring Fund
listed directly opposite such Fund in the table below.
|
|
|
VK Fund |
|
Acquiring Fund |
Van Kampen Money Market Fund
|
|
AIM Money Market Fund |
Van Kampen Tax Free Money Fund
|
|
AIM Tax-Exempt Cash Fund |
Shown below are unaudited pro forma financial statements for each combined Acquiring Fund that
are designed to give an estimate of the effects of the Reorganization, which is more fully
described in the combined Proxy Statement/Prospectus dated [___].
The Pro Forma Combining Schedules of Investments and the Pro Forma Combining Statements of
Assets and Liabilities reflect the financial position of the applicable Funds as of July 31, 2009
with respect to the AIM Money Market Fund and as of September 30, 2009 with respect to the AIM
Tax-Exempt Cash Fund.
The Pro Forma Combining Statement of Operations for the AIM Money Market Fund are for the
twelve-months ended July 31, 2009 and have been adjusted to give effect to the Reorganization as if
the Reorganization had occurred on August 1, 2008. The Pro Forma Combining Statement of Operations
for the AIM Tax-Exempt Cash Fund are for the twelve-months ended September 30, 2009 and have been
adjusted to give effect to the Reorganization as if the Reorganization had occurred on October 1,
2008.
The unaudited pro forma combining schedules and financial statements are presented for
informational purposes only and do not purport to be indicative of the financial condition that
actually would have resulted if the Reorganization had been consummated. These pro forma numbers
have been estimated in good faith based on information regarding each Van Kampen Fund and each
Acquiring Fund for the applicable periods described above. This information includes the schedules
and financial statements of the Van Kampen Funds and Acquiring Funds, which have been adjusted to
give effect to the Reorganization as if the Reorganization had
occurred on the dates mentioned above. The unaudited pro forma combined schedules and financial
statements, including the notes to such financial statements, should be read in conjunction with
the financial statements and related notes included in the Annual and Semi-Annual reports to
shareholders incorporated by reference herein. The combination of each Van Kampen Fund and its
corresponding Acquiring Fund will be accounted for as a tax-free reorganization.
Pro Forma Combining Statement of Assets & Liabilities
of Van Kampen Money Market Fund into AIM Money Market Fund
July 31, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market |
|
|
Van Kampen |
|
AIM |
|
|
|
|
|
Fund |
|
|
Money Market |
|
Money Market |
|
|
|
|
|
Pro Forma |
|
|
Fund |
|
Fund |
|
Adjustments |
|
Combining |
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, at value
(Cost $316,966,568 - Van Kampen Money Market Fund)
(Cost $1,167,676,474- AIM Money Market Fund)
(Cost $1,484,643,042 - Pro Forma Combining) |
|
$ |
316,966,568 |
|
|
$ |
1,167,676,474 |
|
|
$ |
|
|
|
$ |
1,484,643,042 |
|
Repurchase Agreements, at value
(Cost $443,500,000 - Van Kampen Money Market Fund)
(Cost $56,235,119 - AIM Money Market Fund)
(Cost $499,735,119 - Pro Forma Combining) |
|
|
443,500,000 |
|
|
|
56,235,119 |
|
|
|
|
|
|
|
499,735,119 |
|
Total Investments, at value
(Cost $760,466,568 - Van Kampen Money Market Fund)
(Cost $1,223,911,593 - AIM Money Market Fund)
(Cost $1,984,378,161 - Pro Forma Combining) |
|
|
760,466,568 |
|
|
|
1,223,911,593 |
|
|
|
|
|
|
|
1,984,378,161 |
|
Cash |
|
|
5,448 |
|
|
|
|
|
|
|
|
|
|
|
5,448 |
|
Receivables for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund shares sold |
|
|
1,128,060 |
|
|
|
1,352,353 |
|
|
|
|
|
|
|
2,480,413 |
|
Dividends and interest |
|
|
33,245 |
|
|
|
1,161,312 |
|
|
|
|
|
|
|
1,194,557 |
|
Fund expenses absorbed |
|
|
|
|
|
|
317,936 |
|
|
|
|
|
|
|
317,936 |
|
Investment for trustee deferred compensation and retirement plans |
|
|
|
|
|
|
103,309 |
|
|
|
|
|
|
|
103,309 |
|
Other assets |
|
|
204,802 |
|
|
|
134,249 |
|
|
|
|
|
|
|
339,051 |
|
|
Total assets |
|
|
761,838,123 |
|
|
|
1,226,980,752 |
|
|
|
|
|
|
|
1,988,818,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payables for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund shares reacquired |
|
|
3,245,131 |
|
|
|
4,160,783 |
|
|
|
|
|
|
|
7,405,914 |
|
Dividends |
|
|
98 |
|
|
|
1,181 |
|
|
|
|
|
|
|
1,279 |
|
Accrued fees to affiliates |
|
|
|
|
|
|
663,763 |
|
|
|
|
|
|
|
663,763 |
|
Accrued operating expenses |
|
|
301,388 |
|
|
|
95,442 |
|
|
|
|
|
|
|
396,830 |
|
Trustee deferred compensation and retirement plans |
|
|
|
|
|
|
244,131 |
|
|
|
|
|
|
|
244,131 |
|
|
Total liabilities |
|
|
3,546,617 |
|
|
|
5,165,300 |
|
|
|
|
|
|
|
8,711,917 |
|
|
Net assets applicable to shares outstanding |
|
$ |
758,291,506 |
|
|
$ |
1,221,815,452 |
|
|
$ |
|
|
|
$ |
1,980,106,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets consist of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of beneficial interest |
|
$ |
758,301,575 |
|
|
$ |
1,221,745,657 |
|
|
$ |
|
|
|
$ |
1,980,047,232 |
|
Undistributed net investment income (loss) |
|
|
(3,048 |
) |
|
|
69,795 |
|
|
|
|
|
|
|
66,747 |
|
Undistributed net realized gain (loss) |
|
|
(7,021 |
) |
|
|
|
|
|
|
|
|
|
|
(7,021 |
) |
|
|
|
$ |
758,291,506 |
|
|
$ |
1,221,815,452 |
|
|
$ |
|
|
|
$ |
1,980,106,958 |
|
|
Net assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIM Cash Reserve Shares |
|
$ |
581,600,659 |
|
|
$ |
681,584,099 |
|
|
$ |
(581,600,659 |
) |
|
$ |
681,584,099 |
|
Class A5 |
|
$ |
|
|
|
$ |
|
|
|
$ |
581,600,659 |
|
|
$ |
581,600,659 |
|
Class B |
|
$ |
121,957,216 |
|
|
$ |
116,598,621 |
|
|
$ |
(121,957,216 |
) |
|
$ |
116,598,621 |
|
Class B5 |
|
$ |
|
|
|
$ |
|
|
|
$ |
121,957,216 |
|
|
$ |
121,957,216 |
|
Class C |
|
$ |
54,733,631 |
|
|
$ |
104,583,855 |
|
|
$ |
(54,733,631 |
) |
|
$ |
104,583,855 |
|
Class C5 |
|
$ |
|
|
|
$ |
|
|
|
$ |
54,733,631 |
|
|
$ |
54,733,631 |
|
Class R |
|
$ |
|
|
|
$ |
43,026,733 |
|
|
$ |
|
|
|
$ |
43,026,733 |
|
Class Y |
|
$ |
|
|
|
$ |
17,372,547 |
|
|
$ |
|
|
|
$ |
17,372,547 |
|
Investor Class |
|
$ |
|
|
|
$ |
258,649,597 |
|
|
$ |
|
|
|
$ |
258,649,597 |
|
Pro Forma Combining Statement of Assets & Liabilities
of Van Kampen Money Market Fund into AIM Money Market Fund
July 31, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money Market |
|
|
Van Kampen |
|
AIM |
|
|
|
|
|
Fund |
|
|
Money Market |
|
Money Market |
|
|
|
|
|
Pro Forma |
|
|
Fund |
|
Fund |
|
Adjustments |
|
Combining |
|
|
|
Shares Outstanding, $0.01 par value per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIM Cash Reserve Shares |
|
|
581,644,348 |
|
|
|
681,778,915 |
|
|
|
(581,644,348 |
) |
|
|
681,778,915 |
|
Class A5 |
|
|
|
|
|
|
|
|
|
|
581,644,348 |
|
|
|
581,644,348 |
|
Class B |
|
|
121,967,844 |
|
|
|
116,639,334 |
|
|
|
(121,967,844 |
) |
|
|
116,639,334 |
|
Class B5 |
|
|
|
|
|
|
|
|
|
|
121,967,844 |
|
|
|
121,967,844 |
|
Class C |
|
|
54,758,002 |
|
|
|
104,613,354 |
|
|
|
(54,758,002 |
) |
|
|
104,613,354 |
|
Class C5 |
|
|
|
|
|
|
|
|
|
|
54,758,002 |
|
|
|
54,758,002 |
|
Class R |
|
|
|
|
|
|
43,032,741 |
|
|
|
|
|
|
|
43,032,741 |
|
Class Y |
|
|
|
|
|
|
17,371,098 |
|
|
|
|
|
|
|
17,371,098 |
|
Investor Class |
|
|
|
|
|
|
258,732,485 |
|
|
|
|
|
|
|
258,732,485 |
|
|
Net asset value and offering price per share for each class |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
$ |
1.00 |
|
|
|
|
|
* |
|
Shares outstanding have been adjusted for the accumulated change in the
number of shares of Van Kampen Money Market Funds shareholder accounts based
on the relative value of Van Kampen Money Market Funds and AIM Money Market
Funds Net asset value per share assuming the Reorganization would have taken
place on June 30, 2009. |
|
|
|
As of July 31, 2009, Class A5, Class B5 and Class C5 did not exist for AIM
Money Market Fund and will be added in connection with the Reorganization.
Class A5, Class B5 and Class C5 shares of AIM Money Market Fund will
commence operations at the net asset value per share of AIM Money Market
Funds AIM Cash Reserve Shares, Class B and Class C shares, respectively. |
|
** |
|
Class A, Class B and Class C shares outstanding of Van Kampen Money Market
Fund will be converted into Class A5, Class B5 and Class C5, respectively of
AIM Money Market Fund. |
Pro Forma Combining Statement of Operations
of Van Kampen Money Market Fund into AIM Money Market Fund
For the year ended July 31, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Van Kampen |
|
AIM |
|
|
|
|
|
AIM Money Market |
|
|
Money Market |
|
Money Market |
|
|
|
|
|
Fund Pro Forma |
|
|
Fund |
|
Fund |
|
Adjustments* |
|
Combinbing |
|
|
|
|
Investment income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
6,607,480 |
|
|
$ |
21,532,828 |
|
|
|
|
|
|
$ |
28,140,308 |
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees |
|
|
3,297,636 |
|
|
|
5,268,062 |
|
|
|
(346,889 |
)(a) |
|
|
8,218,809 |
|
Administrative services fees |
|
|
131,242 |
|
|
|
361,521 |
|
|
|
22,127 |
(b) |
|
|
514,890 |
|
Custodian fees |
|
|
49,458 |
|
|
|
62,307 |
|
|
|
|
|
|
|
111,765 |
|
Distribution fees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
|
|
|
|
1,876,677 |
|
|
|
|
|
|
|
1,876,677 |
|
Class A5 |
|
|
939,254 |
|
|
|
|
|
|
|
|
|
|
|
939,254 |
|
Class B |
|
|
|
|
|
|
1,391,607 |
|
|
|
|
|
|
|
1,391,607 |
|
Class B5 |
|
|
1,267,553 |
|
|
|
|
|
|
|
|
|
|
|
1,267,553 |
|
Class C |
|
|
|
|
|
|
1,216,050 |
|
|
|
|
|
|
|
1,216,050 |
|
Class C5 |
|
|
613,281 |
|
|
|
|
|
|
|
|
|
|
|
613,281 |
|
Class R |
|
|
|
|
|
|
152,329 |
|
|
|
|
|
|
|
152,329 |
|
Transfer agent fees |
|
|
1,854,548 |
|
|
|
2,941,003 |
|
|
|
|
|
|
|
4,795,551 |
|
Trustees and officers fees and benefits |
|
|
36,395 |
|
|
|
66,064 |
|
|
|
(36,395 |
)(c) |
|
|
66,064 |
|
Registration & filing fees |
|
|
133,845 |
|
|
|
158,361 |
|
|
|
|
|
|
|
292,206 |
|
Reports to shareholders |
|
|
126,081 |
|
|
|
263,114 |
|
|
|
|
|
|
|
389,195 |
|
Professional services fees |
|
|
54,753 |
|
|
|
58,864 |
|
|
|
(30,445 |
)(d) |
|
|
83,172 |
|
Other |
|
|
271,162 |
|
|
|
510,619 |
|
|
|
|
|
|
|
781,781 |
|
|
Total expenses |
|
|
8,775,208 |
|
|
|
14,326,578 |
|
|
|
(391,602 |
) |
|
|
22,710,184 |
|
|
Less: Fees waived, expenses reimbursed and expense
offset arrangement(s) |
|
|
(4,614,564 |
) |
|
|
(2,713,832 |
) |
|
|
|
|
|
|
(7,328,396 |
) |
Net expenses |
|
|
4,160,644 |
|
|
|
11,612,746 |
|
|
|
(391,602 |
) |
|
|
15,381,788 |
|
Net investment income |
|
|
2,446,836 |
|
|
|
9,920,082 |
|
|
|
391,602 |
|
|
|
12,758,520 |
|
Net realized gain from investment securities |
|
|
226 |
|
|
|
59,001 |
|
|
|
|
|
|
|
59,227 |
|
|
Net increase in net assets resulting from operations |
|
$ |
2,447,062 |
|
|
$ |
9,979,083 |
|
|
$ |
391,602 |
|
|
$ |
12,817,747 |
|
|
|
|
|
* |
|
See NOTE 2 Pro Forma Adjustments. As of July 31, 2009, Class A5, Class
B5 and Class C5 did not exist for AIM Money Market Fund and will be added in
connection with the Reorganization. Also, Class A, Class B and Class C shares
outstanding of Van Kampen Money Market Fund will be converted into Class A5,
Class B5 and Class C5 shares, respectively of AIM Money Market Fund. |
See Accompanying Notes to Pro Forma Combining Financial Statements which are an
integral part of the financial statements.
Pro Forma Combining Schedule of Investments
of Van Kampen Money Market Fund into AIM Money Market Fund
July 31, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount (000) |
|
|
|
|
|
Value |
Van Kampen |
|
AIM |
|
AIM Money Market |
|
|
|
|
|
Van Kampen |
|
AIM |
|
AIM Money Market |
Money Market |
|
Money Market |
|
Fund Pro Forma |
|
|
|
|
|
Money Market |
|
Money Market |
|
Fund Pro Forma |
Fund |
|
Fund |
|
Combining |
|
|
|
|
|
Fund |
|
Fund |
|
Combining |
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial Paper48.72%
|
|
(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-Backed Securities Commercial Loans/Leases4.29% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
20,000 |
|
|
$ |
20,000 |
|
|
Amstel Funding Corp. 2.30%, 08/17/09
|
|
(b)(c)
|
|
$ |
|
|
|
$ |
19,979,556 |
|
|
$ |
19,979,556 |
|
|
|
|
|
|
40,000 |
|
|
|
40,000 |
|
|
Atlantis One Funding Corp. 0.35%, 08/17/09
|
|
(b)(c)
|
|
|
|
|
|
|
39,993,778 |
|
|
|
39,993,778 |
|
|
|
|
|
|
25,000 |
|
|
|
25,000 |
|
|
Atlantis One Funding Corp. 0.40%, 08/12/09
|
|
(b)(c)
|
|
|
|
|
|
|
24,996,944 |
|
|
|
24,996,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
84,970,278 |
|
|
|
84,970,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset- Backed Securities Consumer Receivables7.88% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,073 |
|
|
|
43,073 |
|
|
Barton Capital LLC 0.28%, 09/02/09
|
|
(b)
|
|
|
|
|
|
|
43,062,280 |
|
|
|
43,062,280 |
|
|
|
|
|
|
25,029 |
|
|
|
25,029 |
|
|
Bryant Park Funding LLC 0.40%, 08/12/09
|
|
(b)
|
|
|
|
|
|
|
25,025,941 |
|
|
|
25,025,941 |
|
|
|
|
|
|
25,000 |
|
|
|
25,000 |
|
|
Ranger Funding Co. LLC 0.25%, 08/24/09
|
|
(b)
|
|
|
|
|
|
|
24,996,007 |
|
|
|
24,996,007 |
|
|
|
|
|
|
28,000 |
|
|
|
28,000 |
|
|
Sheffield Receivables Corp. 0.30%, 08/10/09
|
|
(b)
|
|
|
|
|
|
|
27,997,900 |
|
|
|
27,997,900 |
|
|
|
|
|
|
35,000 |
|
|
|
35,000 |
|
|
Thames Asset Global Securization No.1, Inc. 0.38%, 09/14/09
|
|
(b)(c)
|
|
|
|
|
|
|
34,983,744 |
|
|
|
34,983,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156,065,872 |
|
|
|
156,065,872 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-Backed Securities Fully Backed1.30% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,799 |
|
|
|
25,799 |
|
|
Straight-A Funding LLC- Series I (CEP-Federal Financing
Bank) 0.27%, 08/10/09
|
|
(b)
|
|
|
|
|
|
|
25,797,259 |
|
|
|
25,797,259 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-Backed Securities Fully Supported Bank9.90% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45,000 |
|
|
|
45,000 |
|
|
Crown Point Capital Co., LLC- Series A (Multi CEPs-Liberty
Hampshire Co., LLC, agent) 0.60%, 09/10/09
|
|
(b)
|
|
|
|
|
|
|
44,970,000 |
|
|
|
44,970,000 |
|
|
|
|
|
|
18,159 |
|
|
|
18,159 |
|
|
Kitty Hawk Funding Corp. (CEP-Bank of America, N.A.) 0.30%,
08/04/09
|
|
(b)
|
|
|
|
|
|
|
18,158,546 |
|
|
|
18,158,546 |
|
|
|
|
|
|
35,000 |
|
|
|
35,000 |
|
|
Surrey Funding Corp. (CEP-Barclays Bank, PLC) 0.33%, 10/23/09
|
|
(b)(c)
|
|
|
|
|
|
|
34,973,371 |
|
|
|
34,973,371 |
|
|
|
|
|
|
25,000 |
|
|
|
25,000 |
|
|
Surrey Funding Corp. (CEP-Barclays Bank, PLC) 0.39%, 10/05/09
|
|
(b)(c)
|
|
|
|
|
|
|
24,982,396 |
|
|
|
24,982,396 |
|
|
|
|
|
|
42,000 |
|
|
|
42,000 |
|
|
Ticonderoga Funding LLC (CEP-Bank of America, N.A.) 0.27%,
08/10/09
|
|
(b)
|
|
|
|
|
|
|
41,997,165 |
|
|
|
41,997,165 |
|
|
|
|
|
|
31,000 |
|
|
|
31,000 |
|
|
Variable Funding Capital Co., LLC (CEP-Wells Fargo Bank,
N.A.) 0.23%, 08/26/09
|
|
(b)
|
|
|
|
|
|
|
30,995,048 |
|
|
|
30,995,048 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
196,076,526 |
|
|
|
196,076,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset- Backed Securities Multi-Purpose9.24% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,000 |
|
|
|
49,000 |
|
|
CAFCO LLC 0.27%, 08/12/09
|
|
(b)
|
|
|
|
|
|
|
48,995,958 |
|
|
|
48,995,958 |
|
|
|
|
|
|
25,000 |
|
|
|
25,000 |
|
|
Chariot Funding, LLC/Ltd. 0.28%, 09/08/09
|
|
(b)
|
|
|
|
|
|
|
24,992,611 |
|
|
|
24,992,611 |
|
|
|
|
|
|
49,000 |
|
|
|
49,000 |
|
|
Gemini Securitization Corp., LLC 0.50%, 08/11/09
|
|
(b)
|
|
|
|
|
|
|
48,993,194 |
|
|
|
48,993,194 |
|
|
|
|
|
|
21,975 |
|
|
|
21,975 |
|
|
Regency Markets No. 1, LLC 0.37%, 08/10/09
|
|
(b)(c)
|
|
|
|
|
|
|
21,972,967 |
|
|
|
21,972,967 |
|
|
|
|
|
|
38,000 |
|
|
|
38,000 |
|
|
Tulip Funding Corp. 0.29%, 08/06/09
|
|
(b)(c)
|
|
|
|
|
|
|
37,998,470 |
|
|
|
37,998,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182,953,200 |
|
|
|
182,953,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset- Backed Securities Securities0.91% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,000 |
|
|
|
18,000 |
|
|
Cancara Asset Securitisation Ltd./LLC 0.32%, 08/06/09
|
|
(b)(c)
|
|
|
|
|
|
|
17,999,200 |
|
|
|
17,999,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-Backed Securities Trade Receivables1.01% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
20,000 |
|
|
Market Street Funding LLC 0.25%, 08/17/09
|
|
(b)
|
|
|
|
|
|
|
19,997,778 |
|
|
|
19,997,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Finance1.87% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,000 |
|
|
|
|
|
|
|
37,000 |
|
|
Toyota Motor Credit Corp. 0.24%, 08/17/09
|
|
|
|
|
36,995,889 |
|
|
|
|
|
|
|
36,995,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Banks9.79% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
|
|
|
|
|
|
20,000 |
|
|
Calyon North America Inc. 0.16%, 08/03/09
|
|
|
|
|
19,999,733 |
|
|
|
|
|
|
|
19,999,733 |
|
|
15,000 |
|
|
|
|
|
|
|
15,000 |
|
|
Calyon North America Inc. 0.53%, 08/04/09
|
|
|
|
|
14,999,125 |
|
|
|
|
|
|
|
14,999,125 |
|
|
|
|
|
|
10,000 |
|
|
|
10,000 |
|
|
Calyon North America Inc. 1.50%, 09/16/09
|
|
(c)
|
|
|
|
|
|
|
9,980,833 |
|
|
|
9,980,833 |
|
|
37,000 |
|
|
|
|
|
|
|
37,000 |
|
|
HSBC Americas Inc. 0.20%, 08/06/09
|
|
|
|
|
36,998,767 |
|
|
|
|
|
|
|
36,998,767 |
|
|
15,000 |
|
|
|
|
|
|
|
15,000 |
|
|
ING (US) Funding LLC 0.44%, 09/09/09
|
|
|
|
|
14,992,688 |
|
|
|
|
|
|
|
14,992,688 |
|
|
15,000 |
|
|
|
|
|
|
|
15,000 |
|
|
Rabobank USA Financial Corp. 0.28%, 08/19/09
|
|
|
|
|
14,997,750 |
|
|
|
|
|
|
|
14,997,750 |
|
|
23,000 |
|
|
|
|
|
|
|
23,000 |
|
|
RBS Holdings USA Inc. 0.88%, 08/17/09
|
|
|
|
|
22,990,391 |
|
|
|
|
|
|
|
22,990,391 |
|
|
19,000 |
|
|
|
|
|
|
|
19,000 |
|
|
San Paolo LLC 0.24%, 08/17/09
|
|
|
|
|
18,997,889 |
|
|
|
|
|
|
|
18,997,889 |
|
|
10,000 |
|
|
|
|
|
|
|
10,000 |
|
|
San Paolo LLC 0.25%, 09/14/09
|
|
|
|
|
9,996,822 |
|
|
|
|
|
|
|
9,996,822 |
|
|
5,000 |
|
|
|
|
|
|
|
5,000 |
|
|
Societe Generale North America Inc. 0.58%, 08/06/09
|
|
|
|
|
4,999,521 |
|
|
|
|
|
|
|
4,999,521 |
|
|
|
|
|
|
25,000 |
|
|
|
25,000 |
|
|
UBS Finance (Delaware) Inc. 0.19%, 08/20/09
|
|
(c)
|
|
|
|
|
|
|
24,997,493 |
|
|
|
24,997,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
158,972,686 |
|
|
|
34,978,326 |
|
|
|
193,951,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Life and Health Insurance1.92% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,000 |
|
|
|
38,000 |
|
|
Metlife Short Term Funding LLC 0.50%, 08/04/09
|
|
(b)
|
|
|
|
|
|
|
37,998,417 |
|
|
|
37,998,417 |
|
|
Pro Forma Combining Schedule of Investments
of Van Kampen Money Market Fund into AIM Money Market Fund
July 31, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount (000) |
|
|
|
|
|
Value |
Van Kampen |
|
AIM |
|
AIM Money Market |
|
|
|
|
|
Van Kampen |
|
AIM |
|
AIM Money Market |
Money Market |
|
Money Market |
|
Fund Pro Forma |
|
|
|
|
|
Money Market |
|
Money Market |
|
Fund Pro Forma |
Fund |
|
Fund |
|
Combining |
|
|
|
|
|
Fund |
|
Fund |
|
Combining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regional Banks0.61% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
12,000 |
|
|
$ |
12,000 |
|
|
Westpac Banking Corp. 0.62%, 08/06/09
|
|
(b)(c)
|
|
$ |
|
|
|
$ |
11,998,967 |
|
|
$ |
11,998,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial Paper
(Cost $964,804,398)
|
|
|
|
|
195,968,575 |
|
|
|
768,835,823 |
|
|
|
964,804,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of Deposit15.25% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000 |
|
|
|
50,000 |
|
|
Banco Bilboa Vizcaya Argentaria, S.A. 1.20%, 09/14/09
|
|
|
|
|
|
|
|
|
50,000,608 |
|
|
|
50,000,608 |
|
|
|
|
|
|
20,000 |
|
|
|
20,000 |
|
|
Banco Bilboa Vizcaya Argentaria, S.A. 1.23%, 09/21/09
|
|
|
|
|
|
|
|
|
20,000,281 |
|
|
|
20,000,281 |
|
|
|
|
|
|
25,000 |
|
|
|
25,000 |
|
|
HSBC Bank PLC (United Kingdom) 1.46%, 10/09/09
|
|
(c)
|
|
|
|
|
|
|
25,000,474 |
|
|
|
25,000,474 |
|
|
|
|
|
|
28,000 |
|
|
|
28,000 |
|
|
Nordea Bank A.B. 0.24%, 08/20/09
|
|
|
|
|
|
|
|
|
28,000,000 |
|
|
|
28,000,000 |
|
|
|
|
|
|
50,000 |
|
|
|
50,000 |
|
|
Royal Bank of Canada 0.82%, 12/16/09
|
|
(d)
|
|
|
|
|
|
|
50,000,000 |
|
|
|
50,000,000 |
|
|
11,000 |
|
|
|
|
|
|
|
11,000 |
|
|
Royal Bank of Scotland Group PLC 0.50%, 10/13/09
|
|
|
|
|
11,000,000 |
|
|
|
|
|
|
|
11,000,000 |
|
|
|
|
|
|
24,000 |
|
|
|
24,000 |
|
|
Societe Generale 0.88%, 08/20/09
|
|
|
|
|
|
|
|
|
24,000,000 |
|
|
|
24,000,000 |
|
|
14,000 |
|
|
|
|
|
|
|
14,000 |
|
|
Societe Generale 0.67%, 05/05/11
|
|
|
|
|
14,000,000 |
|
|
|
|
|
|
|
14,000,000 |
|
|
|
|
|
|
24,000 |
|
|
|
24,000 |
|
|
Toronto- Dominion Bank 1.40%, 12/11/09
|
|
|
|
|
|
|
|
|
24,000,000 |
|
|
|
24,000,000 |
|
|
|
|
|
|
24,000 |
|
|
|
24,000 |
|
|
Toronto- Dominion Bank 1.90%, 10/02/09
|
|
|
|
|
|
|
|
|
24,000,407 |
|
|
|
24,000,407 |
|
|
|
|
|
|
32,000 |
|
|
|
32,000 |
|
|
UBS AG 0.23%, 08/24/09
|
|
|
|
|
|
|
|
|
32,000,000 |
|
|
|
32,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Certificates of Deposit
(Cost $302,001,770)
|
|
|
|
|
25,000,000 |
|
|
|
277,001,770 |
|
|
|
302,001,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Variable Rate Demand Notes2.92%
|
|
(d)(e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit Enhanced2.92% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,252 |
|
|
|
5,252 |
|
|
Benjamin Rose Institute (The) (Kethley House); Series 2005,
Taxable Notes (LOC-JPMorgan Chase Bank, N.A.) 1.00%,
12/01/28
|
|
(f)
|
|
|
|
|
|
|
5,252,000 |
|
|
|
5,252,000 |
|
|
|
|
|
|
2,115 |
|
|
|
2,115 |
|
|
Capital Markets Access Co. LC (SEUP Real Estate LLC); Series
2008, Incremental Taxable Bonds (LOC-Wells Fargo Bank, N.A.)
0.60%, 07/01/38
|
|
(f)
|
|
|
|
|
|
|
2,115,000 |
|
|
|
2,115,000 |
|
|
|
|
|
|
2,369 |
|
|
|
2,369 |
|
|
Chatham Capital Corp.; Series 2000, Taxable Notes
(LOC-JPMorgan Chase Bank, N.A.) 0.37%, 07/01/20
|
|
(f)
|
|
|
|
|
|
|
2,369,000 |
|
|
|
2,369,000 |
|
|
|
|
|
|
30,000 |
|
|
|
30,000 |
|
|
Gainesville (City of) & Hall (County of), Georgia
Development Authority (Fieldale Farms Corp.); Series 2006,
Taxable IDR (LOC-Wells Fargo Bank, N.A.) 0.40%, 03/01/21
|
|
(f)
|
|
|
|
|
|
|
30,000,000 |
|
|
|
30,000,000 |
|
|
|
|
|
|
3,700 |
|
|
|
3,700 |
|
|
M3 Realty, LLC; Series 2007, (LOC-General Electric Capital
Corp.) 0.70%, 01/01/33
|
|
(b)(f)
|
|
|
|
|
|
|
3,700,000 |
|
|
|
3,700,000 |
|
|
|
|
|
|
1,200 |
|
|
|
1,200 |
|
|
New York (City of), New York Housing Development Corp. (155
West 21st Street Development); Series 2007 B, Taxable MFH
Rental RB (CEP-Federal National Mortgage Association) 0.32%,
11/15/37
|
|
|
|
|
|
|
|
|
1,200,000 |
|
|
|
1,200,000 |
|
|
|
|
|
|
6,000 |
|
|
|
6,000 |
|
|
Osprey Properties Limited Partnership, LLLP; Series 2002,
Taxable Bonds (LOC-Wells Fargo Bank, N.A.) 0.40%, 06/01/27
|
|
(f)
|
|
|
|
|
|
|
6,000,000 |
|
|
|
6,000,000 |
|
|
|
|
|
|
3,250 |
|
|
|
3,250 |
|
|
Parma (City of), Ohio (PRL Corp.); Series 2006 B, Taxable
Economic Development RB (LOC-JPMorgan Chase Bank, N.A.)
1.00%, 11/01/30
|
|
(f)
|
|
|
|
|
|
|
3,250,000 |
|
|
|
3,250,000 |
|
|
|
|
|
|
190 |
|
|
|
190 |
|
|
S & L Capital, LLC (J&L Development of Holland, LLC); Series
2005 A, Taxable Notes (LOC-Federal Home Loan Bank of
Indianapolis) 1.00%, 07/01/40
|
|
(f)
|
|
|
|
|
|
|
190,000 |
|
|
|
190,000 |
|
|
|
|
|
|
3,700 |
|
|
|
3,700 |
|
|
Saint Jean Industries, Inc.; Series 2006, (LOC-General
Electric Capital Corp.) 1.40%, 10/01/21
|
|
(b)(f)
|
|
|
|
|
|
|
3,700,000 |
|
|
|
3,700,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Variable Rate Demand Notes
(Cost $57,776,000)
|
|
|
|
|
|
|
|
|
57,776,000 |
|
|
|
57,776,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonds & Notes5.38% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diversified Banks5.28% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,000 |
|
|
|
|
|
|
|
35,000 |
|
|
Bank of America, N.A. 0.27%, 08/17/09
|
|
|
|
|
35,000,000 |
|
|
|
|
|
|
|
35,000,000 |
|
|
36,000 |
|
|
|
|
|
|
|
36,000 |
|
|
Barclays Bank PLC 0.34%, 11/05/09
|
|
|
|
|
36,000,000 |
|
|
|
|
|
|
|
36,000,000 |
|
|
|
|
|
|
18,760 |
|
|
|
18,760 |
|
|
Rabobank Nederland Floating Rate MTN 1.23%, 05/19/10
|
|
(b)(c)(d)
|
|
|
|
|
|
|
18,804,592 |
|
|
|
18,804,592 |
|
|
|
|
|
|
14,500 |
|
|
|
14,500 |
|
|
Royal Bank of Canada Sr. Unsec. Unsub. Global MTN 4.13%,
01/26/10
|
|
(c)
|
|
|
|
|
|
|
14,679,066 |
|
|
|
14,679,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71,000,000 |
|
|
|
33,483,658 |
|
|
|
104,483,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regional Banks0.10% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
2,000 |
|
|
HSBC Bank USA N.A. Sr. Unsec. Floating Rate Global Notes
0.76%, 12/14/09
|
|
(d)
|
|
|
|
|
|
|
1,976,506 |
|
|
|
1,976,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Bonds & Notes (Cost $106,460,164)
|
|
|
|
|
71,000,000 |
|
|
|
35,460,164 |
|
|
|
106,460,164 |
|
|
Pro Forma Combining Schedule of Investments
of Van Kampen Money Market Fund into AIM Money Market Fund
July 31, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Amount (000) |
|
|
|
|
|
Value |
Van Kampen |
|
AIM |
|
AIM Money Market |
|
|
|
|
|
Van Kampen |
|
AIM |
|
AIM Money Market |
Money Market |
|
Money Market |
|
Fund Pro Forma |
|
|
|
|
|
Money Market |
|
Money Market |
|
Fund Pro Forma |
Fund |
|
Fund |
|
Combining |
|
|
|
|
|
Fund |
|
Fund |
|
Combining |
|
|
|
|
|
|
|
|
|
|
|
|
|
Time Deposits1.01% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
20,000 |
|
|
$ |
20,000 |
|
|
Danske Bank (United Kingdom) 0.25%, 08/03/09
(Cost $20,000,000)
|
|
(c)
|
|
$ |
|
|
|
$ |
20,000,000 |
|
|
$ |
20,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government Sponsored Agency Securities1.70% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank (FHLB)1.70% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,600 |
|
|
|
8,600 |
|
|
Unsec. Floating Rate Bonds 0.41%, 05/12/10
|
|
(d)
|
|
|
|
|
|
|
8,602,717 |
|
|
|
8,602,717 |
|
|
25,000 |
|
|
|
|
|
|
|
25,000 |
|
|
Unsec. Disc. Notes 0.16%, 08/18/09
|
|
|
|
|
24,997,993 |
|
|
|
|
|
|
|
24,997,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total U.S. Government Sponsored Agency Securities
(Cost $33,600,710)
|
|
|
|
|
24,997,993 |
|
|
|
8,602,717 |
|
|
|
33,600,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS (excluding Repurchase Agreements)74.98%
(Cost $1,484,643,042)
|
|
|
|
|
316,966,568 |
|
|
|
1,167,676,474 |
|
|
|
1,484,643,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements25.24%
|
|
(g) |
|
|
|
|
|
|
|
|
|
|
|
|
|
89,501,343 |
|
|
|
|
|
|
|
89,501,343 |
|
|
Banc of America Securities LLC ($89,500,000 par
collateralized by U.S. Government obligations in a pooled
cash account, interest rate of 0.18%, dated 07/31/09, to be
sold on 08/03/09 at $89,501,343)
|
|
|
|
|
89,500,000 |
|
|
|
|
|
|
|
89,500,000 |
|
|
166,002,490 |
|
|
|
|
|
|
|
166,002,490 |
|
|
Deutsche Bank Securities Inc. ($166,000,000 par
collateralized by U.S. Government obligations in a pooled
cash account, interest rate of 0.18%, dated 07/31/09, to be
sold on 08/03/09 at $166,002,490)
|
|
|
|
|
166,000,000 |
|
|
|
|
|
|
|
166,000,000 |
|
|
|
|
|
|
526,236,009 |
|
|
|
526,236,009 |
|
|
Deutsche Bank Securities Inc., Joint agreement dated
7/31/09, aggregate maturing value $500,007,917
(collateralized by U.S. Government sponsored agency
obligations valued at $510,002,435; 0.80%-5.13%,
04/30/10-05/06/19), 0.19%, 08/03/09
|
|
|
|
|
|
|
|
|
56,235,119 |
|
|
|
56,235,119 |
|
|
188,003,133 |
|
|
|
|
|
|
|
188,003,133 |
|
|
Goldman, Sachs & Co. ($188,000,000 par collateralized by
U.S. Government obligations in a pooled cash account,
interest rate of 0.20%, dated 07/31/09, to be sold on
08/30/09 at $188,003,133)
|
|
|
|
|
188,000,000 |
|
|
|
|
|
|
|
188,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Repurchase Agreements (Cost $499,735,119)
|
|
|
|
|
443,500,000 |
|
|
|
56,235,119 |
|
|
|
499,735,119 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS100.22% (Cost $1,984,378,161)
|
|
|
|
|
760,466,568 |
|
|
|
1,223,911,593 |
|
|
|
1,984,378,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS LESS LIABILITIES(0.22%)
|
|
|
|
|
(2,175,062 |
) |
|
|
(2,096,141 |
) |
|
|
(4,271,203 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS100.00%
|
|
|
|
$ |
758,291,506 |
|
|
$ |
1,221,815,452 |
|
|
$ |
1,980,106,958 |
|
|
|
|
|
CEP
|
|
- Credit Enhancement Provider |
IDR
|
|
- Industrial Development Revenue Bonds |
LOC
|
|
- Letter of Credit |
MFH
|
|
- Multi-Family Housing |
MTN
|
|
- Medium-Term Notes |
RB
|
|
- Revenue Bonds |
Sr.
|
|
- Senior |
Unsec.
|
|
- Unsecured |
Unsub.
|
|
- Unsubordinated |
Notes to Pro Forma Combining Schedule of Investments:
|
|
|
(a) |
|
Security may be traded on a discount basis. The interest rate shown represents the discount
rate at the time of purchase by the Fund. |
|
(b) |
|
Security purchased or received in a transaction exempt from registration under the Securities
Act of 1933, as amended. The security may be resold pursuant to an exemption from registration
under the 1933 Act,
typically to qualified institutional buyers. The aggregate value of these securities at July 31,
2009 was $760,062,089, which represented 38.38% of the Funds Net Assets. |
|
(c) |
|
The security is credit guaranteed, enhanced or has credit risk by a foreign entity. The
foreign credit exposure to countries other than the United States of America (as a percentage of
net assets) is summarized as follows: United Kingdom: 13.1%; Netherlands: 11.6%; other countries
less than 5% each: 6.7%. |
|
(d) |
|
Interest or dividend rate is redetermined periodically. Rate shown is the rate in effect on
July 31, 2009. |
|
(e) |
|
Demand security payable upon demand by the Fund at specified time intervals no greater than
thirteen months. Interest rate is redetermined periodically. Rate shown is the rate in effect on
July 31, 2009. |
|
(f) |
|
Principal and interest payments are fully enhanced by a letter of credit from the bank listed
or a predecessor bank, branch or subsidiary. |
|
(g) |
|
Principal amount equals value at period end. |
|
(h) |
|
Also represents cost for federal income tax purposes. |
|
(i) |
|
This table provides a listing of those entities that have either issued, guaranteed, backed or
otherwise enhanced the credit quality of more than 5% of the securities held in the portfolio. In
instances where the entity has guaranteed, backed or otherwise enhanced the credit quality of a
security, it is not primarily responsible for the issuers obligations but may be called upon to
satisfy the issuers obligations. |
|
|
|
|
|
Entities |
|
Percentage |
|
Banco Bilbao Vizcaya Argentaria, S.A. |
|
|
5.7 |
|
Wells Fargo Bank, N.A. |
|
|
5.7 |
|
Atlantis One Funding Corp. |
|
|
5.3 |
|
Royal Bank of Canada |
|
|
5.3 |
|
See Accompanying Notes to Pro Forma Combining Financial Statements which are an integral part of the financial statements..
Notes to Pro Forma Combining Financial Statements
of Van Kampen Money Market Fund into AIM Money Market Fund
July 31, 2009
(Unaudited)
NOTE 1 Basis of Pro Forma Presentation
The accompanying unaudited pro forma combining statements have been prepared to give effect to the
proposed Agreement and Plan of Reorganization (the Plan) of Van Kampen Money Market Fund
(Selling Fund) into AIM Money Market Fund (Acquiring Fund), as if the reorganization had
occurred at the beginning of the fiscal year ending July 31, 2009. The pro forma results of
operations are not necessarily indicative of future operations or the actual results that would
have occurred had the reorganization been consummated on August 1, 2008.
The accompanying unaudited pro forma combining Schedule of Investments and Statement of Assets
and Liabilities reflect the financial position of the Acquiring Fund and the Selling Fund as of
July 31, 2009. The unaudited pro forma combining Statement of Operations reflects the results of
operations for the twelve month period ending July 31, 2009 for both funds. These statements have
been derived from the audited financial statements prepared for the Acquiring Fund as of its fiscal
year ending July 31, 2009 and from the books and records used in calculating daily net asset values
of the Selling Fund at and for the twelve months ended July 31, 2009.
The Plan will be accounted for as a tax-free reorganization of investment companies. Selling
Fund and Acquiring Fund are both registered open-end management investment companies, or series
thereof. The Plan would be accomplished by an exchange of shares of Acquiring Fund for the net
assets of Selling Fund and the distribution of Acquiring Fund shares to Selling Fund shareholders.
If the Plan had taken place at July 31, 2009, Selling Fund Class A, Class B, and Class C
shareholders would have received 581,644,348, 121,967,844 and 54,758,002 shares of Acquiring Fund
Class A5, Class B5 and Class C5 shares, respectively. Under generally accepted accounting
principles, the historical cost of investment securities will be carried forward to the surviving
entity, the Acquiring Fund, and the results of operations of the Acquiring Fund for
pre-reorganization periods will not be restated.
The preparation of pro forma combined financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the pro
forma combined financial statements and the reported amounts of revenues and expenses
during the reporting period. Certain expenses have been adjusted to reflect the expected expenses
of the combined entity. The merger adjustments represent those adjustments needed to present the
results of operations of the pro forma combined Acquiring Fund as if the proposed merger had taken
effect on July 31, 2009. Actual results could differ from those estimates.
The pro forma financial statements should be read in conjunction with the historical financial
statements of Selling Fund and Acquiring Fund, which are available in their respective annual and
semi-annual shareholder reports.
NOTE 2 Pro Forma Adjustments
(a) Under the terms of the investment advisory contract of the Acquiring Fund, the advisory fees
based on pro forma combined net assets for the year ended July 31, 2009 are $8,218,809. The
advisory fees were adjusted to reflect the advisory fee rates in effect for the Acquiring Fund.
Correspondingly, advisory fee waivers have been adjusted to reflect the voluntary agreement by the
advisor to waive advisory fees and/or reimburse expenses in order maintain a yield of at least
0.01%.
(b) Pursuant to the master administrative services agreement for Acquiring Fund, fees paid on pro
forma combined assets for the year ended July 31, 2009 are $514,890. The administrative services
fees were adjusted to eliminate the duplicative costs of administering two funds.
(c) Trustees and Officers fees and benefits were reduced by $36,395 to eliminate the effects of
duplicative fixed costs of retainer and meeting fees.
(d) Professional services fees were reduced by $30,445 to eliminate the effects of duplicative
fees for audit and legal services.
NOTE 3 Reorganization Costs
The Selling Fund is expected to incur an estimated $905,000 in reorganization costs. These costs
represent the estimated non recurring expense of the Selling Fund carrying out its obligations
under the Plan and consist of managements estimate of professional services fees, printing costs
and mailing charges related to the proposed reorganizations. Acquiring Fund is expected to incur
approximately $15,000 of expenses in connection with the Reorganization. Morgan Stanley and Invesco
will bear, or arrange for an entity under common ownership of Morgan Stanley or Invesco to bear
100% of these costs for both the Selling Fund and the Acquiring Fund. The pro forma financial
statements therefore reflect no net costs related to the Reorganization.
NOTE 4 Accounting Survivor
The Acquiring Fund has been determined to be the accounting survivor. The portfolio management
team, portfolio composition strategies, investment objective, policies and restrictions and expense
structure of the surviving fund will be those of the Acquiring Fund.
NOTE 5 Security Valuation Policy
The Funds portfolio securities are recorded on the basis of amortized cost which approximates
value as permitted by Rule 2a-7 under the Investment Company Act of 1940 ( the 1940 Act). This
method values a security at its cost on the date of purchase and, thereafter, assumes a constant
amortization to maturity of any premiums or accretion of any discounts.
Because of the inherent uncertainties of valuation, the values reflected in the financial
statements may materially differ from the value received upon actual sale of those investments.
NOTE 6 Federal Income Taxes
The Selling Fund and the Acquiring Fund intend to comply with the requirements of Subchapter M of
the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will
not be subject to federal income taxes on otherwise taxable income (including net realized capital
gain) which is distributed to shareholders. Therefore, no provision for federal income taxes is
recorded in the pro forma financial statements.
The Funds file tax returns in the U.S. Federal jurisdiction and certain other jurisdictions.
Generally, the Funds are subject to examinations by such taxing authorities for up to three years
after the filing of the return for the tax period.
NOTE 7 Additional Valuation Information
Generally Accepted Accounting Principles (GAAP) defines fair value as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date under current market conditions. GAAP establishes a
hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily
available unadjusted quoted prices in an active market for identical assets (Level 1) and the
lowest priority to significant unobservable inputs (Level 3) generally when market prices are not
readily available or are unreliable. Based on the valuation inputs, the securities or other
investments are tiered into one of three levels. Changes in valuation methods may result in
transfers in or out of an investments assigned level:
|
Level 1 |
|
Prices are determined using quoted prices in an active market for identical assets. |
|
|
Level 2 |
|
Prices are determined using other significant observable inputs.
Observable inputs are inputs that other market participants may use in pricing a
security. These may include quoted prices for similar securities, interest rates,
prepayment speeds, credit risk and others. |
|
Level 3 |
|
Prices are determined using significant unobservable inputs. In
situations where quoted prices or observable inputs are unavailable (for example, when
there is little or no market activity for an investment at the end of the period),
unobservable inputs may be used. Unobservable inputs reflect the Funds own
assumptions about the factors market participants would use in determining fair value
of the securities or instruments and would be based on the best available information. |
The following is a summary of the tiered valuation input levels, as of July 31, 2009. The
level assigned to the securities valuations may not be an indication of the risk or liquidity
associated with investing in those securities. Because of the inherent uncertainties of valuation,
the values reflected in the financial statements may materially differ from the value received upon
actual sale of those investments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term Investments |
Fund Name |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Van Kampen Money Market Fund |
|
$ |
|
|
|
$ |
760,466,568 |
|
|
$ |
|
|
|
$ |
760,466,568 |
|
AIM Money Market Fund |
|
|
|
|
|
|
1,223,911,593 |
|
|
|
|
|
|
|
1,223,911,593 |
|
AIM Money Market Fund Pro
Forma Combining |
|
|
|
|
|
|
1,984,378,161 |
|
|
|
|
|
|
|
1,984,378,161 |
|
Pro Forma Combining Statement of Assets & Liabilities
of Van Kampen Tax-Free Money Fund into AIM Tax-Exempt Cash Fund
September 30, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIM |
|
|
Van Kampen |
|
AIM |
|
|
|
|
|
Tax-Exempt |
|
|
Tax-Free |
|
Tax-Exempt |
|
|
|
|
|
Cash Fund |
|
|
Money |
|
Cash |
|
|
|
|
|
Pro Forma |
|
|
Fund |
|
Fund |
|
Adjustments |
|
Combining |
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments, at value |
|
$ |
24,151,000 |
|
|
$ |
44,125,797 |
|
|
$ |
|
|
|
$ |
68,276,797 |
|
(Cost $24,151,000 Van Kampen Tax-Free Money) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Cost $44,125,797 AIM Tax-Exempt Cash) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Cost $68,276,797 Pro Forma Combining) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
15,595 |
|
|
|
|
|
|
|
|
|
|
|
15,595 |
|
Receivables for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments sold |
|
|
20,000 |
|
|
|
95,000 |
|
|
|
|
|
|
|
115,000 |
|
Fund shares sold |
|
|
12,077 |
|
|
|
10,144,918 |
|
|
|
|
|
|
|
10,156,995 |
|
Interest |
|
|
6,160 |
|
|
|
59,133 |
|
|
|
|
|
|
|
65,293 |
|
Fund expenses absorbed |
|
|
|
|
|
|
14,289 |
|
|
|
|
|
|
|
14,289 |
|
Investment for trustee deferred compensation and retirement plans |
|
|
|
|
|
|
36,404 |
|
|
|
|
|
|
|
36,404 |
|
Other assets |
|
|
116,220 |
|
|
|
20,290 |
|
|
|
|
|
|
|
136,510 |
|
|
Total assets |
|
|
24,321,052 |
|
|
|
54,495,831 |
|
|
|
|
|
|
|
78,816,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payables for: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund shares reacquired |
|
|
47,357 |
|
|
|
1,775,463 |
|
|
|
|
|
|
|
1,822,820 |
|
Amount due custodian |
|
|
|
|
|
|
54,054 |
|
|
|
|
|
|
|
54,054 |
|
Dividends |
|
|
|
|
|
|
142 |
|
|
|
|
|
|
|
142 |
|
Accrued fees to affiliates |
|
|
|
|
|
|
5,916 |
|
|
|
|
|
|
|
5,916 |
|
Accrued other operating expenses |
|
|
231,420 |
|
|
|
34,227 |
|
|
|
|
|
|
|
265,647 |
|
Trustee deferred compensation and retirement plans |
|
|
|
|
|
|
44,113 |
|
|
|
|
|
|
|
44,113 |
|
|
Total liabilities |
|
|
278,777 |
|
|
|
1,913,915 |
|
|
|
|
|
|
|
2,192,692 |
|
|
Net assets applicable to shares outstanding |
|
$ |
24,042,275 |
|
|
$ |
52,581,916 |
|
|
$ |
|
|
|
$ |
76,624,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets consist of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares of beneficial interest |
|
$ |
24,047,028 |
|
|
$ |
52,558,587 |
|
|
$ |
|
|
|
$ |
76,605,615 |
|
Undistributed net investment income |
|
|
|
|
|
|
23,329 |
|
|
|
|
|
|
|
23,329 |
|
Undistributed net realized gain (loss) |
|
|
(4,753 |
) |
|
|
|
|
|
|
|
|
|
|
(4,753 |
) |
|
|
|
$ |
24,042,275 |
|
|
$ |
52,581,916 |
|
|
$ |
|
|
|
$ |
76,624,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
$ |
24,042,275 |
|
|
$ |
27,303,420 |
|
|
$ |
|
|
|
$ |
51,345,695 |
|
|
Class Y |
|
$ |
|
|
|
$ |
13,592,949 |
|
|
$ |
|
|
|
$ |
13,592,949 |
|
|
Investor Class |
|
$ |
|
|
|
$ |
11,685,547 |
|
|
$ |
|
|
|
$ |
11,685,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Outstanding, $0.01 par value per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
24,065,280 |
|
|
|
27,317,183 |
|
|
|
|
|
|
|
51,382,463 |
|
|
Class Y |
|
|
|
|
|
|
13,593,025 |
|
|
|
|
|
|
|
13,593,025 |
|
|
Investor Class |
|
|
|
|
|
|
11,689,332 |
|
|
|
|
|
|
|
11,689,332 |
|
|
Net asset value, offering and redemption price
per share for each class |
|
$ |
1.00 |
|
|
$ |
1.00 |
|
|
|
|
|
|
$ |
1.00 |
|
|
See Accompanying Notes to Pro Forma Combining Financial Statements which are an integral part of the financial statements.
Pro Forma Combining Statement of Operations
of Van Kampen Tax-Free Money Fund into AIM Tax-Exempt Cash Fund
For the year ended September 30, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AIM |
|
|
Van Kampen |
|
AIM |
|
|
|
|
|
Tax-Exempt |
|
|
Tax-Free |
|
Tax-Exempt |
|
|
|
|
|
Cash Fund |
|
|
Money |
|
Cash |
|
|
|
|
|
Pro Forma |
|
|
Fund |
|
Fund |
|
Adjustments * |
|
Combining |
|
|
|
Investment income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
238,499 |
|
|
|
499,864 |
|
|
|
|
|
|
|
738,363 |
|
|
Total investment income |
|
|
238,499 |
|
|
|
499,864 |
|
|
|
|
|
|
|
738,363 |
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advisory fees |
|
|
159,454 |
|
|
|
156,458 |
|
|
|
(35,434 |
) (a) |
|
|
280,478 |
|
Administrative services fees |
|
|
14,392 |
|
|
|
50,000 |
|
|
|
(14,392 |
) (b) |
|
|
50,000 |
|
Custodian fees |
|
|
10,162 |
|
|
|
4,207 |
|
|
|
|
|
|
|
14,369 |
|
Distribution fees-Class A |
|
|
88,585 |
|
|
|
41,079 |
|
|
|
|
|
|
|
129,664 |
|
Transfer agent fees |
|
|
42,489 |
|
|
|
58,233 |
|
|
|
|
|
|
|
100,722 |
|
Trustees and officers fees and benefits |
|
|
20,001 |
|
|
|
19,164 |
|
|
|
(20,001 |
) (c) |
|
|
19,164 |
|
Registration & filing fees |
|
|
31,609 |
|
|
|
44,439 |
|
|
|
|
|
|
|
76,048 |
|
Reports to shareholders |
|
|
29,289 |
|
|
|
22,381 |
|
|
|
|
|
|
|
51,670 |
|
Professional services fees |
|
|
54,647 |
|
|
|
41,933 |
|
|
|
(35,711 |
) (d) |
|
|
60,869 |
|
Other |
|
|
29,895 |
|
|
|
15,174 |
|
|
|
|
|
|
|
45,069 |
|
|
Total expenses |
|
|
480,523 |
|
|
|
453,068 |
|
|
|
(105,538 |
) |
|
|
828,053 |
|
|
Less: Fees waived, expenses reimbursed and expense
offset arrangement(s) |
|
|
(311,105 |
) |
|
|
(125,753 |
) |
|
|
|
|
|
|
(436,858 |
) |
|
Net expenses |
|
|
169,418 |
|
|
|
327,315 |
|
|
|
(105,538 |
) |
|
|
391,195 |
|
|
Net investment income |
|
|
69,081 |
|
|
|
172,549 |
|
|
|
105,538 |
|
|
|
347,168 |
|
|
Net increase in net assets resulting from operations |
|
$ |
69,081 |
|
|
$ |
172,549 |
|
|
$ |
105,538 |
|
|
$ |
347,168 |
|
|
|
|
|
* |
|
See Note 2 Pro Forma Adjustments. |
See Accompanying Notes to Pro Forma Combining Financial Statements which are an integral part of the financial statements.
Pro Forma Combining Schedule of Investments*
of Van Kampen Tax-Free Money Fund into AIM Tax-Exempt Cash Fund
September 30, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
Amount (000) |
|
|
|
|
|
Value |
|
|
|
|
|
|
|
|
AIM Tax- |
|
|
|
|
|
|
|
|
|
|
|
|
|
AIM Tax- |
|
|
|
|
|
|
|
|
Exempt Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exempt Cash |
Van Kampen |
|
AIM Tax- |
|
Fund Pro |
|
|
|
|
|
Van Kampen |
|
AIM Tax- |
|
Fund Pro |
Tax-Free |
|
Exempt Cash |
|
Forma |
|
|
|
|
|
Tax-Free |
|
Exempt Cash |
|
Forma |
Money Fund |
|
Fund |
|
Combining |
|
|
|
|
|
Money Fund |
|
Fund |
|
Combining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal
Obligations89.11% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alabama2.09% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
500 |
|
|
Gardendale (City of)
(Woodbrook
Apartments); Series
2002 D, Ref. VRD MFH
RB (CEP-Federal Home
Loan Mortgage Corp.),
0.54%, 10/01/32
|
|
(a)
|
|
$ |
|
|
|
$ |
500,000 |
|
|
$ |
500,000 |
|
|
1,100 |
|
|
|
|
|
|
|
1,100 |
|
|
Southeast Alabama Gas
District (Supply);
Series 2007 A, VRD
RB, 0.30%, 08/01/27
|
|
(a)
|
|
|
1,100,000 |
|
|
|
|
|
|
|
1,100,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,100,000 |
|
|
|
500,000 |
|
|
|
1,600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California3.92% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
|
|
|
|
1,000 |
|
|
California (State of)
Statewide Communities
Development Authority
(Kaiser Permanente);
Series 2002 B, VRD
RB, 0.28%, 11/01/30
|
|
(a)
|
|
|
1,000,000 |
|
|
|
|
|
|
|
1,000,000 |
|
|
1,000 |
|
|
|
|
|
|
|
1,000 |
|
|
Eastern Municipal
Water District;
Series 2008 B, VRD
Water & Sewer COP,
0.27%, 07/01/35
|
|
(a)
|
|
|
1,000,000 |
|
|
|
|
|
|
|
1,000,000 |
|
|
1,000 |
|
|
|
|
|
|
|
1,000 |
|
|
San Bernardino
(County of) (Capital
Improvement
Refunding); Series
1996, VRD COP
(LOC-BNP Paribas),
0.30%, 11/01/25
|
|
(a)(b)
|
|
|
1,000,000 |
|
|
|
|
|
|
|
1,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000,000 |
|
|
|
|
|
|
|
3,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colorado9.69% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
865 |
|
|
|
|
|
|
|
865 |
|
|
Colorado (State of)
Educational &
Cultural Facilities
Authority (National
Jewish Federation);
Series 2008 F-1, VRD
RB (LOC-Northern
Trust Co.), 0.35%,
09/01/32
|
|
(a)(b)
|
|
|
865,000 |
|
|
|
|
|
|
|
865,000 |
|
|
|
|
|
|
300 |
|
|
|
300 |
|
|
Colorado (State of)
Health Facilities
Authority (Catholic
Health Initiatives);
Series 2008 C-4, VRD
RB 3.75%, 10/01/41
|
|
(a)
|
|
|
|
|
|
|
300,730 |
|
|
|
300,730 |
|
|
600 |
|
|
|
|
|
|
|
600 |
|
|
Colorado (State of)
Housing & Finance
Authority; Series
2002 B-3, VRD Single
Family Mortgage RB,
0.33%, 11/01/21
|
|
(a)
|
|
|
600,000 |
|
|
|
|
|
|
|
600,000 |
|
|
|
|
|
|
1,435 |
|
|
|
1,435 |
|
|
Colorado (State of)
Housing & Finance
Authority (Woodstream
Village); Series
1985, VRD MFH RB
(CEP-Federal National
Mortgage
Association), 0.35%,
02/01/31
|
|
(a)
|
|
|
|
|
|
|
1,435,000 |
|
|
|
1,435,000 |
|
|
900 |
|
|
|
|
|
|
|
900 |
|
|
Pitkin (County of)
(Aspen Skiing Co.);
Series 1994 A, Ref.
VRD IDR (LOC-JPMorgan
Chase Bank, N.A.),
0.35%, 04/01/16
|
|
(a)(b)
|
|
|
900,000 |
|
|
|
|
|
|
|
900,000 |
|
|
|
|
|
|
3,325 |
|
|
|
3,325 |
|
|
Southglenn
Metropolitan
District; Series
2007, VRD Special RB
(LOC-BNP Paribas),
0.40%, 12/01/30
|
|
(a)(b)(c)
|
|
|
|
|
|
|
3,325,000 |
|
|
|
3,325,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,365,000 |
|
|
|
5,060,730 |
|
|
|
7,425,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
District of
Columbia1.27% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
970 |
|
|
|
970 |
|
|
District of Columbia
(American
Psychological
Association); Series
2003, VRD RB
(LOC-Bank of America,
N.A.) 0.39%, 03/01/28
|
|
(a)(b)
|
|
|
|
|
|
|
970,000 |
|
|
|
970,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Florida5.28% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600 |
|
|
|
|
|
|
|
600 |
|
|
Broward (County of)
Educational
Facilities Authority
(City College);
Series 2004, VRD RB
(LOC-Citibank, N.A.),
0.33%, 11/01/31
|
|
(a)(b)
|
|
|
600,000 |
|
|
|
|
|
|
|
600,000 |
|
|
|
|
|
|
700 |
|
|
|
700 |
|
|
Florida (State of)
Housing Finance Corp.
(Charleston Landings
Apartments); Series
2001 I-A, Ref. VRD
MFH RB (CEP-Federal
Home Loan Mortgage
Corp.), 0.39%,
07/01/31
|
|
(a)
|
|
|
|
|
|
|
700,000 |
|
|
|
700,000 |
|
|
|
|
|
|
640 |
|
|
|
640 |
|
|
Florida (State of)
Housing Finance Corp.
(Lighthouse Bay
Apartments); Series
2002 N-1, Ref. VRD
Multifamily Mortgage
RB (CEP-Federal Home
Loan Mortgage Corp.),
0.40%, 11/01/32
|
|
(a)
|
|
|
|
|
|
|
640,000 |
|
|
|
640,000 |
|
|
600 |
|
|
|
|
|
|
|
600 |
|
|
Jacksonville (City
of) (Florida Power &
Light Co.); Series
1995, Ref. VRD PCR,
0.61%, 05/01/29
|
|
(a)
|
|
|
600,000 |
|
|
|
|
|
|
|
600,000 |
|
|
675 |
|
|
|
|
|
|
|
675 |
|
|
Palm Beach (County
of) (Henry Morrison
Flagler); Series
2003, VRD RB
(LOC-Northern Trust
Co.), 0.53%, 11/01/36
|
|
(a)(b)
|
|
|
675,000 |
|
|
|
|
|
|
|
675,000 |
|
|
830 |
|
|
|
|
|
|
|
830 |
|
|
North Miami (City of)
(Miami Country Day
School); Series 1999,
VRD Educational
Facilities RB
(LOC-Bank of America,
N.A.), 0.39%, 08/01/19
|
|
(a)(b)
|
|
|
830,000 |
|
|
|
|
|
|
|
830,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,705,000 |
|
|
|
1,340,000 |
|
|
|
4,045,000 |
|
|
Pro Forma Combining Schedule of Investments*
of Van Kampen Tax-Free Money Fund into AIM Tax-Exempt Cash Fund
September 30, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
Amount (000) |
|
|
|
|
|
Value |
|
|
|
|
|
|
|
|
AIM Tax- |
|
|
|
|
|
|
|
|
|
|
|
|
|
AIM Tax- |
|
|
|
|
|
|
|
|
Exempt Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exempt Cash |
Van Kampen |
|
AIM Tax- |
|
Fund Pro |
|
|
|
|
|
Van Kampen |
|
AIM Tax- |
|
Fund Pro |
Tax-Free |
|
Exempt Cash |
|
Forma |
|
|
|
|
|
Tax-Free |
|
Exempt Cash |
|
Forma |
Money Fund |
|
Fund |
|
Combining |
|
|
|
|
|
Money Fund |
|
Fund |
|
Combining |
|
|
|
|
|
|
|
|
|
|
|
|
|
Georgia1.96% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
900 |
|
|
|
|
|
|
|
900 |
|
|
Gwinnett (County of)
Water & Sewagerage
Authority; Series
2004 A, VRD RB,
0.30%, 08/01/25
|
|
(a)
|
|
$ |
900,000 |
|
|
$ |
|
|
|
$ |
900,000 |
|
|
600 |
|
|
|
|
|
|
|
600 |
|
|
Private Colleges &
Universities
Authority (Emory
University); Series
2005 B-2, VRD RB,
0.30%, 09/01/35
|
|
(a)
|
|
|
600,000 |
|
|
|
|
|
|
|
600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500,000 |
|
|
|
|
|
|
|
1,500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Idaho0.65% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
500 |
|
|
Custer (County of)
(Standard Oil Co.);
Series 1983, PCR,
0.75%, 10/01/09
|
|
(a)(c)
|
|
|
|
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Illinois4.06% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200 |
|
|
|
|
|
|
|
200 |
|
|
Chicago (City of);
Series 2002, Ref. VRD
Sales Tax RB, 0.27%,
01/01/34
|
|
(a)
|
|
|
200,000 |
|
|
|
|
|
|
|
200,000 |
|
|
800 |
|
|
|
|
|
|
|
800 |
|
|
Chicago (City of);
Series 2007 F, Ref.
VRD Unlimited Tax GO,
0.27%, 01/01/42
|
|
(a)
|
|
|
800,000 |
|
|
|
|
|
|
|
800,000 |
|
|
|
|
|
|
200 |
|
|
|
200 |
|
|
Illinois (State of)
Finance Authority
(Advocate Health Care
Network); Series 2008
A-2, VRD RB, 0.75%,
11/01/30
|
|
(a)
|
|
|
|
|
|
|
200,000 |
|
|
|
200,000 |
|
|
|
|
|
|
600 |
|
|
|
600 |
|
|
Illinois (State of)
Finance Authority
(Loyola University of
Chicago Financing
Program); Series
2008, Commercial
Paper RN
(LOC-JPMorgan Chase
Bank, N.A.), 0.45%,
02/04/10
|
|
(b)
|
|
|
|
|
|
|
600,000 |
|
|
|
600,000 |
|
|
200 |
|
|
|
|
|
|
|
200 |
|
|
Illinois (State of)
Health Facilities
Authority
(Northwestern
Memorial Hospital);
Series 2002 C, VRD
RB, 0.30%, 08/15/32
|
|
(a)
|
|
|
200,000 |
|
|
|
|
|
|
|
200,000 |
|
|
|
|
|
|
400 |
|
|
|
400 |
|
|
Metropolitan Pier and
Exposition Authority
(McCormick Place
Expansion); Series
1999 A, Ref. RB,
5.75%, 12/15/09
|
|
(d)(e)
|
|
|
|
|
|
|
408,243 |
|
|
|
408,243 |
|
|
|
|
|
|
700 |
|
|
|
700 |
|
|
West Chicago (City
of) (Liquid
Container, LP);
Series 1991, VRD IDR
RB (LOC-Bank of
America, N.A.),
0.41%, 03/01/15
|
|
(a)(b)
|
|
|
|
|
|
|
700,000 |
|
|
|
700,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,200,000 |
|
|
|
1,908,243 |
|
|
|
3,108,243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indiana0.78% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600 |
|
|
|
600 |
|
|
Indiana (State of)
Health Facility
Financing Authority
(Capital Access
Designated Pool
Program); Series
2000, VRD RB (LOC-PNC
Bank, N.A.), 0.40%,
01/01/20
|
|
(a)(b)
|
|
|
|
|
|
|
600,000 |
|
|
|
600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kentucky1.15% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
631 |
|
|
|
|
|
|
|
631 |
|
|
Kentucky (State of)
Public Energy
Authority; Series
2006 A, VRD Gas
Supply RB, 0.30%,
08/01/16
|
|
(a)
|
|
|
631,000 |
|
|
|
|
|
|
|
631,000 |
|
|
|
|
|
|
250 |
|
|
|
250 |
|
|
Kentucky (State of)
Rural Water Finance
Corp.; Series 2009
B-1, Public
Construction RN,
2.00%, 03/01/10
|
|
|
|
|
|
|
|
|
250,824 |
|
|
|
250,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
631,000 |
|
|
|
250,824 |
|
|
|
881,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maryland3.92% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000 |
|
|
|
3,000 |
|
|
Maryland (State of)
Health and Higher
Educational
Facilities Authority
(Pickersgill, Inc.);
Series 2005 B, VRD RB
(LOC-Branch Banking &
Trust Co.), 0.33%,
01/01/35
|
|
(a)(b)
|
|
|
|
|
|
|
3,000,000 |
|
|
|
3,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Massachusetts1.86% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
823 |
|
|
|
823 |
|
|
Massachusetts (State
of) Development
Finance Agency
(MassDevelopment CP
Program 5 Issue);
Series 2007,
Commercial Paper RN
(LOC-TD Bank, N.A.),
0.40%, 10/06/09
|
|
(b)
|
|
|
|
|
|
|
823,000 |
|
|
|
823,000 |
|
|
|
|
|
|
600 |
|
|
|
600 |
|
|
Massachusetts (State
of) Development
Finance Agency (New
Bedford Whaling
Museum); Series 1999,
VRD RB (LOC-Bank of
America, N.A.),
0.30%, 09/01/29
|
|
(a)(b)
|
|
|
|
|
|
|
600,000 |
|
|
|
600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,423,000 |
|
|
|
1,423,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michigan1.76% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
|
|
|
|
500 |
|
|
Michigan (State of)
Hospital Finance
Authority (McLaren
Health Care); Series
2008 B, Ref. VRD RB
(LOC-JPMorgan Chase
Bank, N.A.), 0.27%,
10/15/30
|
|
(a)
|
|
|
500,000 |
|
|
|
|
|
|
|
500,000 |
|
|
|
|
|
|
500 |
|
|
|
500 |
|
|
Michigan (State of)
Housing Development
Authority (Parks and
Taylor Apartments);
Series 2002 A, VRD
MFH Limited
Obligation RB
(CEP-Federal National
Mortgage
Association), 0.40%,
08/15/32
|
|
(a)
|
|
|
|
|
|
|
500,000 |
|
|
|
500,000 |
|
|
350 |
|
|
|
|
|
|
|
350 |
|
|
University of
Michigan; Series 2007
A, VRD Hospital RB,
0.30%, 12/01/37
|
|
(a)
|
|
|
350,000 |
|
|
|
|
|
|
|
350,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
850,000 |
|
|
|
500,000 |
|
|
|
1,350,000 |
|
|
Pro Forma Combining Schedule of Investments*
of Van Kampen Tax-Free Money Fund into AIM Tax-Exempt Cash Fund
September 30, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
Amount (000) |
|
|
|
|
|
Value |
|
|
|
|
|
|
|
|
AIM Tax- |
|
|
|
|
|
|
|
|
|
|
|
|
|
AIM Tax- |
|
|
|
|
|
|
|
|
Exempt Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exempt Cash |
Van Kampen |
|
AIM Tax- |
|
Fund Pro |
|
|
|
|
|
Van Kampen |
|
AIM Tax- |
|
Fund Pro |
Tax-Free |
|
Exempt Cash |
|
Forma |
|
|
|
|
|
Tax-Free |
|
Exempt Cash |
|
Forma |
Money Fund |
|
Fund |
|
Combining |
|
|
|
|
|
Money Fund |
|
Fund |
|
Combining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minnesota3.15% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
725 |
|
|
|
725 |
|
|
Maplewood (City of)
(Mounds Park
Academy); Series
2003, VRD Educational
Facilities RB
(LOC-U.S. Bank,
N.A.), 0.40%, 10/01/23
|
|
(a)(b)
|
|
$ |
|
|
|
$ |
725,000 |
|
|
$ |
725,000 |
|
|
1,000 |
|
|
|
|
|
|
|
1,000 |
|
|
Minnesota (State of)
Higher Educational
Facilities Authority
(Macalester College);
Series 2003 5-Q, VRD
RB, 0.40%, 03/01/33
|
|
(a)
|
|
|
1,000,000 |
|
|
|
|
|
|
|
1,000,000 |
|
|
|
|
|
|
180 |
|
|
|
180 |
|
|
Minnesota (State of)
Independent School
District No. 316 (The
Greenway Schools);
Series 2009 A, Aid
Anticipation Ctfs. Of
Indebtedness
Unlimited Tax GO
Bonds, 1.50%, 09/10/10
|
|
|
|
|
|
|
|
|
181,516 |
|
|
|
181,516 |
|
|
|
|
|
|
250 |
|
|
|
250 |
|
|
Minnesota (State of)
Rural Water Finance
Authority; Series
2009, Public Projects
Construction RN,
2.25%, 05/01/10
|
|
|
|
|
|
|
|
|
251,801 |
|
|
|
251,801 |
|
|
|
|
|
|
250 |
|
|
|
250 |
|
|
Minnesota (State of)
School Districts Tax
& Aid Anticipation
Borrowing Program
(Minnesota School
District Credit
Enhancement Program);
Series 2009, COP,
2.00%, 09/10/10
|
|
|
|
|
|
|
|
|
253,465 |
|
|
|
253,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000,000 |
|
|
|
1,411,782 |
|
|
|
2,411,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mississippi0.44% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
340 |
|
|
|
340 |
|
|
Jackson (County of);
Series 1994, Ref. VRD
Water System
Unlimited Tax GO
Bonds (CEP-Chevron
Corp.) 0.46%, 11/01/24
|
|
(a)
|
|
|
|
|
|
|
340,000 |
|
|
|
340,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New Hampshire0.65% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500 |
|
|
|
|
|
|
|
500 |
|
|
New Hampshire (State
of) Health &
Educational
Facilities Authority
(St. Pauls School
Issue); Series 1998,
VRD RB 0.35%, 01/01/28
|
|
(a)
|
|
|
500,000 |
|
|
|
|
|
|
|
500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New York1.04% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300 |
|
|
|
|
|
|
|
300 |
|
|
Long Island Power
Authority; Series
1998 2B, VRD Electric
System Sub. RB
(LOC-Bayerische
Landesbank), 0.32%,
05/01/33
|
|
(a)(b)
|
|
|
300,000 |
|
|
|
|
|
|
|
300,000 |
|
|
500 |
|
|
|
|
|
|
|
500 |
|
|
New York (State of)
Local Government
Assistance Corp.;
Series 1995 D, VRD RB
(LOC-Societe
Generale), 0.23%,
04/01/25
|
|
(a)(b)
|
|
|
500,000 |
|
|
|
|
|
|
|
500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
800,000 |
|
|
|
|
|
|
|
800,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Carolina6.24% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
|
|
|
|
1,000 |
|
|
Cary (Town of);
Series 2006, VRD
Public Improvement
Unlimited Tax GO,
0.22%,06/01/27
|
|
(a)
|
|
|
1,000,000 |
|
|
|
|
|
|
|
1,000,000 |
|
|
900 |
|
|
|
|
|
|
|
900 |
|
|
North Carolina (State
of) Educational
Facilities Finance
Agency (Duke
University); Series
1991 B, VRD RB,
0.30%, 12/01/21
|
|
(a)
|
|
|
900,000 |
|
|
|
|
|
|
|
900,000 |
|
|
|
|
|
|
1,025 |
|
|
|
1,025 |
|
|
North Carolina (State
of) Educational
Facilities Finance
Agency (Gardner-Webb
University); Series
1997, VRD RB
(LOC-Wells Fargo
Bank, N.A.), 0.39%,
07/01/17
|
|
(a)(b)(f)
|
|
|
|
|
|
|
1,025,000 |
|
|
|
1,025,000 |
|
|
925 |
|
|
|
|
|
|
|
925 |
|
|
North Carolina (State
of) Medical Care
Commission (Mission
St. Josephs Health
System); Series 2003,
Ref. VRD Health
System RB 0.37%,
10/01/18
|
|
(a)
|
|
|
925,000 |
|
|
|
|
|
|
|
925,000 |
|
|
|
|
|
|
420 |
|
|
|
420 |
|
|
North Carolina (State
of) Medical Care
Commission (Depaul
Community Facilities,
Inc.); Series 1999,
First Mortgage Health
Care Facilities RB,
7.63%, 11/01/09
|
|
(d)(e)
|
|
|
|
|
|
|
430,009 |
|
|
|
430,009 |
|
|
500 |
|
|
|
|
|
|
|
500 |
|
|
University of North
Carolina at Chapel
Hill; Series 2001 B,
VRD RB, 0.30%,
02/15/31
|
|
(a)
|
|
|
500,000 |
|
|
|
|
|
|
|
500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,325,000 |
|
|
|
1,455,009 |
|
|
|
4,780,009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North Dakota2.61% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
2,000 |
|
|
Fargo (City of) (Case
Oil Co.); Series
1984, VRD Commercial
Development RB
(LOC-U.S. Bank,
N.A.), 0.50%, 12/01/14
|
|
(a)(b)
|
|
|
|
|
|
|
2,000,000 |
|
|
|
2,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ohio1.76% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200 |
|
|
|
|
|
|
|
200 |
|
|
Cuyahoga (County of)
(Cleveland Clinic);
Series 2004 B-1, VRD
RB, 0.27%, 01/01/39
|
|
(a)
|
|
|
200,000 |
|
|
|
|
|
|
|
200,000 |
|
|
|
|
|
|
300 |
|
|
|
300 |
|
|
Dublin (City of) City
School District;
Series 2009, School
Construction
Unlimited Tax GO BAN
2.00%, 10/15/09
|
|
|
|
|
|
|
|
|
300,155 |
|
|
|
300,155 |
|
Pro Forma Combining Schedule of Investments*
of Van Kampen Tax-Free Money Fund into AIM Tax-Exempt Cash Fund
September 30, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
Amount (000) |
|
|
|
|
|
Value |
|
|
|
|
|
|
|
|
AIM Tax- |
|
|
|
|
|
|
|
|
|
|
|
|
|
AIM Tax- |
|
|
|
|
|
|
|
|
Exempt Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exempt Cash |
Van Kampen |
|
AIM Tax- |
|
Fund Pro |
|
|
|
|
|
Van Kampen |
|
AIM Tax- |
|
Fund Pro |
Tax-Free |
|
Exempt Cash |
|
Forma |
|
|
|
|
|
Tax-Free |
|
Exempt Cash |
|
Forma |
Money Fund |
|
Fund |
|
Combining |
|
|
|
|
|
Money Fund |
|
Fund |
|
Combining |
|
|
|
|
|
|
600 |
|
|
|
600 |
|
|
Hamilton (County of)
(Childrens Hospital
Medical Center);
Series 1997 A, VRD
RB, (LOC-PNC Bank,
N.A.) 0.40%, 05/15/17
|
|
(a)(b)
|
|
$ |
|
|
|
$ |
600,000 |
|
|
$ |
600,000 |
|
|
|
|
|
|
250 |
|
|
|
250 |
|
|
Vandalia-Butler City
School District;
Series 2009 A, School
Improvement Unlimited
Tax GO BAN, 1.50%,
03/01/10
|
|
|
|
|
|
|
|
|
250,770 |
|
|
|
250,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000 |
|
|
|
1,150,925 |
|
|
|
1,350,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oklahoma1.96% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500 |
|
|
|
1,500 |
|
|
Oklahoma (County of)
Finance Authority
(Oxford Oaks,
Watersedge & Gardens
at Reding
Apartments); Series
200, Ref. VRD MFH RB
(CEP-Federal National
Mortgage
Asscoiation), 0.37%,
07/15/30
|
|
(a)
|
|
|
|
|
|
|
1,500,000 |
|
|
|
1,500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oregon2.11% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,000 |
|
|
|
|
|
|
|
1,000 |
|
|
Oregon (State of)
Health Housing
Educational &
Cultural Facilities
Authority (Sacred
Heart Medical
Center); Series 1998
A, VRD RB (LOC-U.S.
Bank, N.A.), 0.30%,
11/01/28
|
|
(a)(b)
|
|
|
1,000,000 |
|
|
|
|
|
|
|
1,000,000 |
|
|
615 |
|
|
|
|
|
|
|
615 |
|
|
Portland (City of)
Housing Authority
(New Market West);
Series 2004, VRD RB
(LOC-Wells Fargo
Bank, N.A.), 0.34%,
04/01/34
|
|
(a)(b)
|
|
|
615,000 |
|
|
|
|
|
|
|
615,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,615,000 |
|
|
|
|
|
|
|
1,615,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pennsylvania6.41% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000 |
|
|
|
2,000 |
|
|
Crawford (County of)
Industrial
Development Authority
(Allegheny College);
Series 2009 B, VRD
College RB (LOC-PNC
Bank, N.A.), 0.31%,
11/01/39
|
|
(a)(b)
|
|
|
|
|
|
|
2,000,000 |
|
|
|
2,000,000 |
|
|
685 |
|
|
|
|
|
|
|
685 |
|
|
Derry (Township of)
Industrial &
Commercial
Development Authority
(Arena); Series 2000,
VRD Hotel Tax RB
(LOC-PNC Bank, N.A.),
0.31%, 11/01/30
|
|
(a)
|
|
|
685,000 |
|
|
|
|
|
|
|
685,000 |
|
|
|
|
|
|
1,620 |
|
|
|
1,620 |
|
|
Moon (Township of)
Industrial
Development Authority
(Providence Point);
Series 2007, First
Mortgage IDR
(LOC-Lloyds TSB Bank
PLC), 0.35%, 07/01/38
|
|
(a)(b)(c)
|
|
|
|
|
|
|
1,620,000 |
|
|
|
1,620,000 |
|
|
|
|
|
|
610 |
|
|
|
610 |
|
|
Pennsylvania (State
of) Economic
Development Financing
Authority
(Pennsylvania Treasuy
Department Hospital
Enhancement Loan
Program- Indiana
Regional Medical
Center); Series 2006
A2, VRD RB (LOC-PNC
Bank, N.A.), 0.46%,
06/01/11
|
|
(a)(b)
|
|
|
|
|
|
|
610,000 |
|
|
|
610,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
685,000 |
|
|
|
4,230,000 |
|
|
|
4,915,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rhode Island0.33% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250 |
|
|
|
250 |
|
|
Rhode Island (State
of) & Providence
Plantations; Series
2009, Unlimited GO
TAN, 2.50%, 06/30/10
|
|
|
|
|
|
|
|
|
253,678 |
|
|
|
253,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
South Carolina0.69% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
240 |
|
|
|
240 |
|
|
Charleston (County
of); Series 2009 B,
Ref. Unlimited Tax GO
Bonds, 2.00%, 08/01/10
|
|
|
|
|
|
|
|
|
242,583 |
|
|
|
242,583 |
|
|
|
|
|
|
280 |
|
|
|
280 |
|
|
Greenville (County
of) School District;
Series 2009 C,
Unlimited Tax GO
Bonds, 2.00%, 06/01/10
|
|
|
|
|
|
|
|
|
282,792 |
|
|
|
282,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
525,375 |
|
|
|
525,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tennessee4.73% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
700 |
|
|
|
|
|
|
|
700 |
|
|
Clarksville (City of)
Public Building
Authority; Series
1994, VRD Pooled
Financing RB
(LOC-Bank of America,
N.A.), 0.37%, 06/01/24
|
|
(a)(b)(f)
|
|
|
700,000 |
|
|
|
|
|
|
|
700,000 |
|
|
|
|
|
|
1,750 |
|
|
|
1,750 |
|
|
Hawkins (County of)
Industrial
Development Board
(Leggett & Platt
Inc.); Series 1988 B,
Ref. VRD IDR RB
(LOC-Wells Fargo
Bank, N.A.), 0.50%,
10/01/27
|
|
(a)(b)
|
|
|
|
|
|
|
1,750,000 |
|
|
|
1,750,000 |
|
|
675 |
|
|
|
|
|
|
|
675 |
|
|
Nashville (City of) &
Davidson (County of)
Metropolitan
Government Health &
Educational
Facilities Board
(Vanderbilt
University); Series
2000 A, VRD RB,
0.35%, 10/01/30
|
|
(a)
|
|
|
675,000 |
|
|
|
|
|
|
|
675,000 |
|
Pro Forma Combining Schedule of Investments*
of Van Kampen Tax-Free Money Fund into AIM Tax-Exempt Cash Fund
September 30, 2009
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal |
|
|
|
|
|
|
Amount (000) |
|
|
|
|
|
Value |
|
|
|
|
|
|
|
|
AIM Tax- |
|
|
|
|
|
|
|
|
|
|
|
|
|
AIM Tax- |
|
|
|
|
|
|
|
|
Exempt Cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exempt Cash |
Van Kampen |
|
AIM Tax- |
|
Fund Pro |
|
|
|
|
|
Van Kampen |
|
AIM Tax- |
|
Fund Pro |
Tax-Free |
|
Exempt Cash |
|
Forma |
|
|
|
|
|
Tax-Free |
|
Exempt Cash |
|
Forma |
Money Fund |
|
Fund |
|
Combining |
|
|
|
|
|
Money Fund |
|
Fund |
|
Combining |
|
|
|
|
|
|
500 |
|
|
|
500 |
|
|
Shelby (County of)
Health, Educational
and Housing Facility
Board (Providence
Place Apartments);
Series 2007, Ref. VRD
MFH RB (CEP-Federal
National Mortgage
Association), 0.40%,
12/15/42
|
|
(a)
|
|
|
|
|
|
|
500,000 |
|
|
|
500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,375,000 |
|
|
|
2,250,000 |
|
|
|
3,625,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Texas6.98% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,500 |
|
|
|
1,500 |
|
|
Arlington (City of);
Series 2005 A, GO
Commercial Paper
Notes, 0.40%, 10/02/09
|
|
|
|
$ |
|
|
|
$ |
1,500,000 |
|
|
$ |
1,500,000 |
|
|
|
|
|
|
750 |
|
|
|
750 |
|
|
Garland (City of);
Series 2008, GO
Commercial Paper
Notes, 0.35%, 11/02/09
|
|
|
|
|
|
|
|
|
750,000 |
|
|
|
750,000 |
|
|
|
|
|
|
250 |
|
|
|
250 |
|
|
Hockley (County of)
Industrial
Development Corp.
(Amoco Corp.);
Series 1983, VRD
PCR, 0.50%, 03/01/14
|
|
(a)(c)
|
|
|
|
|
|
|
250,000 |
|
|
|
250,000 |
|
|
|
|
|
|
240 |
|
|
|
240 |
|
|
Series 1985, VRD
PCR, 0.72%, 11/01/19
|
|
(a)(c)
|
|
|
|
|
|
|
240,000 |
|
|
|
240,000 |
|
|
|
|
|
|
265 |
|
|
|
265 |
|
|
Houston (City of);
Series 2009 A,
Limited Public
Improvement Ref. GO
Bonds, 2.00%, 03/01/10
|
|
|
|
|
|
|
|
|
266,596 |
|
|
|
266,596 |
|
|
|
|
|
|
1,750 |
|
|
|
1,750 |
|
|
JP Morgan PUTTERs
(Frisco (City of)
Independent School
District); Series
2009-3373, VRD
Unlimited Tax School
Building GO Bonds,
0.43%, 08/15/16
|
|
(a)(f)(g)
|
|
|
|
|
|
|
1,750,000 |
|
|
|
1,750,000 |
|
|
|
|
|
|
160 |
|
|
|
160 |
|
|
Travis (County of);
Series 2008, Limited
Tax GO Ctfs., 3.25%,
03/01/10
|
|
|
|
|
|
|
|
|
161,655 |
|
|
|
161,655 |
|
|
|
|
|
|
225 |
|
|
|
225 |
|
|
Tyler (City of)
Independent School
District; Series 2005
A, Ref. Unlimited Tax
GO Bonds (CEP-Texas
Permanent School
Fund), 3.50%, 02/15/10
|
|
|
|
|
|
|
|
|
227,250 |
|
|
|
227,250 |
|
|
200 |
|
|
|
|
|
|
|
200 |
|
|
University of Texas;
Series 2001 A, Ref.
VRD Financing System
RB, 0.23%, 08/15/13
|
|
(a)
|
|
|
200,000 |
|
|
|
|
|
|
|
200,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000 |
|
|
|
5,145,501 |
|
|
|
5,345,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Utah1.62% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
740 |
|
|
|
740 |
|
|
Sanpete (County of)
(Wasatch Academy);
Series 2003, VRD
School Facility RB
(LOC-U.S. Bank,
N.A.), 0.34%, 08/01/28
|
|
(a)(b)
|
|
|
|
|
|
|
740,000 |
|
|
|
740,000 |
|
|
500 |
|
|
|
|
|
|
|
500 |
|
|
Utah (County of) (IHC
Health Services
Inc.); Series 2002 B,
VRD RB, 0.30%,
05/15/35
|
|
(a)
|
|
|
500,000 |
|
|
|
|
|
|
|
500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
500,000 |
|
|
|
740,000 |
|
|
|
1,240,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Washington4.63% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,850 |
|
|
|
1,850 |
|
|
Seattle (Port of)
Industrial Developent
Corp. (Sysco Food
Services of Seattle,
Inc.); Series 1994,
Ref. VRD RB, 0.34%,
11/01/25
|
|
(a)
|
|
|
|
|
|
|
1,850,000 |
|
|
|
1,850,000 |
|
|
|
|
|
|
1,100 |
|
|
|
1,100 |
|
|
Washington (State of)
Housing Finance
Commission (Seattle
Country Day School);
Series 2006, VRD
Non-Profit RB
(LOC-Bank of America,
N.A.), 0.37%,
07/01/32
|
|
(a)(b)
|
|
|
|
|
|
|
1,100,000 |
|
|
|
1,100,000 |
|
|
600 |
|
|
|
|
|
|
|
600 |
|
|
Washington (State of)
Housing Finance
Commission (Mill
Plain Crossing);
Series 1988, Ref. VRD
Multifamily Mortgage
RB (LOC-Harris Trust
& Savings Bank),
0.38%, 01/01/10
|
|
(a)(b)
|
|
|
600,000 |
|
|
|
|
|
|
|
600,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
600,000 |
|
|
|
2,950,000 |
|
|
|
3,550,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wisconsin2.60% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
745 |
|
|
|
745 |
|
|
Madison (City of)
Community Development
Authority (Hamilton
Point Apartments);
Series 1997 A, Ref.
VRD MFH RB
(LOC-JPMorgan Chase
Bank, N.A.), 0.51%,
10/01/22
|
|
(a)(b)(f)
|
|
|
|
|
|
|
745,000 |
|
|
|
745,000 |
|
|
|
|
|
|
250 |
|
|
|
250 |
|
|
Marathon (County of);
Series 2009 A,
Unlimited Tax GO
Promissory Notes,
2.50%, 12/01/09
|
|
|
|
|
|
|
|
|
250,730 |
|
|
|
250,730 |
|
|
|
|
|
|
1,000 |
|
|
|
1,000 |
|
|
Wisconsin (State of)
Health & Educational
Facilities Authority
(Three Pillars Senior
Living Communities);
Series 2004 B, VRD RB
(LOC-JPMorgan Chase
Bank, N.A.), 0.54%,
08/15/34
|
|
(a)(b)
|
|
|
|
|
|
|
1,000,000 |
|
|
|
1,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,995,730 |
|
|
|
1,995,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wyoming2.77%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,125 |
|
|
|
2,125 |
|
|
Gillette (City of)
(Pacificorp); Series
1988, Ref. PCR
(LOC-Barclays Bank
PLC), 0.28%, 01/01/18
|
|
(a)(b)(c)
|
|
|
|
|
|
|
2,125,000 |
|
|
|
2,125,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
INVESTMENTS89.11%
(Cost $68,001,797)
|
|
(h)(i)
|
|
|
24,151,000 |
|
|
|
44,125,797 |
|
|
|
68,276,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS LESS
LIABILITIES-10.89%
|
|
|
|
|
(108,725 |
) |
|
|
8,456,119 |
|
|
|
8,347,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET ASSETS100.00%
|
|
|
|
$ |
24,042,275 |
|
|
$ |
52,581,916 |
|
|
$ |
76,624,191 |
|
|
Pro Forma Combining Schedule of Investments*
of Van Kampen Tax-Free Money Fund into AIM Tax-Exempt Cash Fund
September 30, 2009
(Unaudited)
Investment Abbreviations:
BAN Bond Anticipation Note
CEP Credit Enhanced Provider
COP Certificates of Participation
Ctfs. Certificates
GO General Obligation
IDR Industrial Development Revenue Bonds
INS Insurer
LOC Letter of Credit
MFH Multi-Family Housing
PCR Pollution Control Revenue Bonds
PUTTERs Putable Tax-Exempt Receipts
RB Revenue Bonds
Ref. Refunding
RN Revenue Notes
Sub. Subordinate
TAN Tax Anticipation Notes
VRD Variable Rate Demand
Notes to Pro Forma Combining Schedule of Investments:
|
|
|
* |
|
At September 30, 2009, all securities held by Van Kampen Tax-Free Money Fund comply with investment objectives, strategies and
restrictions of AIM Tax-Free Exempt Cash Fund at September 30, 2009. |
|
(a) |
|
Demand Security payable upon demand by the Fund at specified time intervals no greater than thirteen months. Interest rate is
redetermined periodically. Rate shown is the rate in effect on September 30, 2009. |
|
(b) |
|
Pincipal and interest payments are fully enhanced by a letter of credit from the bank listed or a predecessor bank, branch or subsidiary. |
|
(c) |
|
The security is credit guaranteed, enhanced or has credit risk by a foreign entity. The foreign credit exposure to countries other than
the United States of America (as a percentage of net assets) is summarized as follows: United Kingdom: 6.18%; France: 4.34%. |
|
(d) |
|
Security has an irrevocable call by the issuer or mandatory put by the holder. Maturity date reflects such call or put. |
|
(e) |
|
Advance refunded; secured by an escrow fund of U.S. Government obligations or other highly rated collateral. |
|
(f) |
|
Security purchased or received in a transaction exempt from registration under the Securities Act of 1933, as amended. The security may
be resold pursuant to an exemption from registration under the 1933 Act, typically to qualified institutional buyers. The aggregate
value of these securities at September 30, 2009 was $4,220,000, which represented 5.51% of the Funds Net Assets. |
|
(g) |
|
Synthetic municipal instruments; involves the deposit into a trust of one or more long-term tax-exempt bonds or notes (Underlying
Bonds), a sale of certificates evidencing interests in the trust to investors such as the Fund. The trustee receives the long-term
fixed interest payments on the Underlying Bonds, and pays certificate holders variable rate interest payments based upon a short-term
reset periodically. |
|
|
|
(h) |
|
This table provides a listing of those entities that have either issued, guaranteed, backed or otherwise enhanced the credit quality of
more than 5% of the securities held in the portfolio. In instances where the entity has guaranteed, backed or otherwise enhanced the
credit quality of a security, it is not primarily responsible for the issuers obligations but may be called upon to satisfy the
issuers obligations. |
|
|
|
|
|
Entity |
|
Percentage |
Federal National Mortgage Association |
|
|
5.14 |
% |
|
|
|
(i) |
|
Also represents cost for federal income tax purposes. |
See Accompanying Notes to Pro Forma Combining Financial Statements
which are an integral part of the financial statements..
Notes to Pro Forma Combining Financial Statements
of Van Kampen Tax-Free Money Fund into AIM Tax-Exempt Cash Fund
September 30, 2009
(Unaudited)
Note 1 Basis of Pro Forma Presentation
The accompanying unaudited pro forma combining statements have been prepared to give effect to the
proposed Agreement and Plan of Reorganization (the Plan) of Van Kampen Tax-Free Money Fund
(Selling Fund) into AIM Tax-Exempt Cash Fund (Acquiring Fund), as if the reorganization had
occurred at the beginning of the fiscal year ending September 30, 2009. The pro forma results of
operations are not necessarily indicative of future operations or the actual results that would
have occurred had the reorganization been consummated on October 1, 2008.
The accompanying unaudited pro forma combining Schedule of Investments and Statement of Assets
and Liabilities reflect the financial position of the Acquiring Fund and the Selling Fund as of
September 30, 2009. The unaudited pro forma combining Statement of Operations reflects the
results of operations for the twelve month period ending September 30, 2009 for both funds. These
statements have been derived from the books and records used in calculating daily net asset values
of the Acquiring Fund and Selling Fund at and for the twelve months ended September 30, 2009.
The Plan will be accounted for as a tax-free reorganization of investment companies. Selling
Fund and Acquiring Fund are both registered open-end management investment companies, or series
thereof. The Plan would be accomplished by an exchange of shares of Acquiring Fund for the net
assets of Selling Fund and the distribution of Acquiring Fund shares to Selling Fund shareholders.
If the Plan had taken place at September 30, 2009, Selling Fund shareholders would have
received 24,065,280 shares of Acquiring Fund Class A shares.
Line items referring to Class A refer to Class A shares of the Acquiring Fund and Shares, with
no designated class, of The Selling Fund.
Under generally accepted accounting
principles, the historical cost of investment securities will be carried forward to the surviving
entity, the Acquiring Fund, and the results of operations of the Acquiring Fund for
pre-reorganization periods will not be restated.
The preparation of pro forma combined financial statements in conformity with accounting
principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at the date of the pro
forma combined financial statements and the reported amounts of revenues and expenses
during the reporting period. Certain expenses have been adjusted to reflect the expected expenses
of the combined entity. The merger adjustments represent those adjustments needed to present the
results of operations of the pro forma combined Acquiring Fund as if the proposed merger had taken
effect on September 30, 2009. Actual results could differ from those estimates.
The pro forma financial statements should be read in conjunction with the historical financial
statements of Selling Fund and Acquiring Fund, which are available in their respective annual and
semi-annual shareholder reports.
Note 2 Pro Forma Adjustments
(a) Under the terms of the investment advisory contract of the Acquiring Fund, the advisory fees
based on pro forma combined net assets for the year ended September 30, 2009 are $280,478. The
advisory fees were adjusted to reflect the advisory fee rates in effect for the Acquiring Fund.
Correspondingly, advisory fee waivers have been adjusted to reflect the voluntary agreements by the
advisor to waiver advisory fees and/or reimburse expenses in order to maintain a yield of at least
0.01%.
(b) Pursuant to the master administrative services agreement for the Acquiring Fund, fees paid on
pro forma combined assets for the year ended September 30, 2009 are $50,000. The administrative
services fees were adjusted to eliminate the duplicative costs of administering two funds.
(c) Trustees and Officers fees and benefits were reduced by $20,001 to eliminate the effects of
duplicative fixed costs of retainer and meeting fees.
(d) Professional services fees were reduced by $35,711 to eliminate the effects of duplicative fees
for audit and legal services.
Note 3 Reorganization Costs
The Selling Fund is expected to incur an estimated $153,000 in reorganization costs. These costs
represent the estimated non recurring expense of the Selling Fund carrying out its obligations
under the Plan and consist of managements estimate of professional services fees, printing costs
and mailing charges related to the proposed reorganizations. Acquiring Fund is expected to incur
approximately $15,000 of expenses in connection with the Reorganization. Morgan Stanley and Invesco
will bear, or arrange for an entity under common ownership of Morgan Stanley or Invesco to bear
100% of these costs for both the Selling Fund and the Acquiring Fund. The pro forma financial
statements therefore reflect no net costs related to the Reorganization.
Note 4 Accounting Survivor
The Acquiring Fund has been determined to be the accounting survivor. The portfolio management
team, portfolio composition strategies, investment objective, policies and restrictions and expense
structure of the surviving fund will be those of the Acquiring Fund.
Note 5 Security Valuation Policy
Security Valuations The Funds portfolio securities are recorded on the basis of amortized cost
which approximates value as permitted by Rule 2a-7 under the Investment Company Act of 1940
(the1940 Act). This method values a security at its cost on the date of purchase and,
thereafter, assumes a constant amortization to maturity of any premiums or accretion of any
discounts.
Because of the inherent uncertainties of valuation, the values reflected in the financial
statements may materially differ from the value received upon actual sale of those investments.
Note 6 Federal Income Taxes
The Selling Fund and the Acquiring Fund intend to comply with the requirements of Subchapter M of
the Internal Revenue Code necessary to qualify as a regulated investment company and, as such, will
not be subject to federal income taxes on otherwise taxable income (including net realized capital
gain) which is distributed to shareholders. Therefore, no provision for federal income taxes is
recorded in the pro forma financial statements.
The Funds file tax returns in the U.S. Federal jurisdiction and certain other jurisdictions.
Generally the Funds are subject to examinations by such taxing authorities for up to three years
after the filing of the return for the tax period.
Note 7 Additional Valuation Information
Generally Accepted Accounting Principles (GAAP) defines fair value as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date under current market conditions. GAAP establishes a
hierarchy that prioritizes the inputs to valuation methods giving the highest priority to readily
available unadjusted quoted prices in an active market for identical assets (Level 1) and the
lowest priority to significant unobservable inputs (Level 3) generally when market prices are not
readily available or are unreliable. Based on the valuation inputs, the securities or other
investments are tiered into one of three levels. Changes in valuation methods may result in
transfers in or out of an investments assigned level:
|
Level 1 |
|
Prices are determined using quoted prices in an active market for identical
assets. |
|
Level 2 |
|
Prices are determined using other significant observable inputs.
Observable inputs are inputs that other market participants may use in pricing a
security. These may include quoted prices for similar securities, interest rates,
prepayment speeds, credit risk and others. |
|
Level 3 |
|
Prices are determined using significant unobservable inputs. In
situations where quoted prices or observable inputs are unavailable (for example, when
there is little or no market activity for an investment at the end of the period),
unobservable inputs may be used. Unobservable inputs reflect the Funds own
assumptions about the factors market participants would use in determining fair value
of the securities or instruments and would be based on the best available information. |
The following is a summary of the tiered valuation input levels, as of September 30, 2009.
The level assigned to the securities valuations may not be an indication of the risk or liquidity
associated with investing in those securities. Because of the inherent uncertainties of valuation,
the values reflected in the financial statements may materially differ from the value received upon
actual sale of those investments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal Securities |
Fund Name |
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
Total |
Van Kampen Tax-Free
Money Fund |
|
$ |
|
|
|
$ |
24,151,000- |
|
|
$ |
|
|
|
$ |
24,151,000 |
|
AIM Tax-Exempt Cash
Fund |
|
|
|
|
|
|
44,125,797 |
|
|
|
|
|
|
|
44,125,797 |
|
AIM Tax-Exempt Cash
Fund Pro Forma
Combining |
|
|
|
|
|
|
68,276,797- |
|
|
|
|
|
|
|
68,276,797 |
|
PART C
OTHER INFORMATION
Item 15. Indemnification
|
|
|
|
|
Indemnification provisions for officers, trustees, and employees
of the Registrant are set forth in Article VIII of the
Registrants Amended and Restated Agreement and Declaration of
Trust and Article VIII of its Amended and Restated Bylaws, and
are hereby incorporated by reference. See Item 16(1) and (2)
below. Under the Amended and Restated Agreement and Declaration
of Trust dated September 14, 2005, (i) Trustees or officers, when
acting in such capacity, shall not be personally liable for any
act, omission or obligation of the Registrant or any Trustee or
officer except by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office with the Trust; (ii) every Trustee,
officer, employee or agent of the Registrant shall be indemnified
to the fullest extent permitted under the Delaware Statutory
Trust Act, the Registrants Bylaws and other applicable law;
(iii) in case any shareholder or former shareholder of the
Registrant shall be held to be personally liable solely by reason
of his being or having been a shareholder of the Registrant or
any portfolio or class and not because of his acts or omissions
or for some other reason, the shareholder or former shareholder
(or his heirs, executors, administrators or other legal
representatives, or, in the case of a corporation or other
entity, its corporate or general successor) shall be entitled,
out of the assets belonging to the applicable portfolio (or
allocable to the applicable class), to be held harmless from and
indemnified against all loss and expense arising from such
liability in accordance with the Bylaws and applicable law. The
Registrant, on behalf of the affected portfolio (or class), shall
upon request by the shareholder, assume the defense of any such
claim made against the shareholder for any act or obligation of
that portfolio (or class). |
|
|
|
|
|
The Registrant and other investment companies and their
respective officers and trustees are insured under a joint Mutual
Fund Directors and Officers Liability Policy, issued by ICI
Mutual Insurance Company and certain other domestic insurers,
with limits up to $60,000,000 (plus an additional $20,000,000
limit that applies to independent directors/trustees only). |
|
|
|
|
|
Section 16 of the Master Investment Advisory Agreement between
the Registrant and Invesco Advisers, Inc. (Invesco) provides
that in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties
hereunder on the part of Invesco or any of its officers,
directors or employees, that Invesco shall not be subject to
liability to the Registrant or to any series of the Registrant,
or to any shareholder of any series of the Registrant for any act
or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security. Any liability of
Invesco to any series of the Registrant shall not automatically
impart liability on the part of Invesco to any other series of
the Registrant. No series of the Registrant shall be liable for
the obligations of any other series of the Registrant. |
C-1
|
|
|
|
|
Section 9 of the Master Intergroup Sub-Advisory Contract for
Mutual Funds (the Sub-Advisory Contract) between Invesco
Advisers, Inc., on behalf of Registrant, and each of Invesco
Asset Management Deutschland GmbH, Invesco Asset Management Ltd.,
Invesco Asset Management (Japan) Limited, Invesco Australia
Limited, Invesco Hong Kong Limited, Invesco Senior Secured
Management, Inc. and Invesco Trimark Ltd. (each a Sub-Adviser,
collectively the Sub-Advisers) provides that the Sub-Adviser
shall not be liable for any costs or liabilities arising from any
error of judgment or mistake of law or any loss, suffered by any
series of the Registrant or the Registrant in connection with the
matters to which the Sub-Advisory Contract relates except a loss
resulting from willful misfeasance, bad faith or gross negligence
on the part of the Sub-Adviser in the performance by the
Sub-Adviser of its duties or from reckless disregard by the
Sub-Adviser of its obligations and duties under the Sub-Advisory
Contract. |
|
|
|
|
|
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the Act) may be permitted to trustees,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a trustee, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act will be governed by the final adjudication of such issue. |
Item 16. Exhibits
|
|
|
|
|
(1)(a)
|
|
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(1) Amended and Restated Agreement and Declaration of
Trust of Registrant, dated September 14, 2005
incorporated herein by reference to Registrants PEA No.
31 on Form N-1A, filed on October 20, 2005. |
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(2) Amendment No. 1, dated May 24, 2006, to Amended and
Restated Agreement and Declaration of Trust of
Registrant incorporated herein by reference to
Registrants PEA No. 32 on Form N-1A, filed on September
14, 2006. |
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(3) Amendment No. 2, dated July 5, 2006, to Amended and
Restated Agreement and Declaration of Trust of
Registrant incorporated herein by reference to
Registrants PEA No. 32 on Form N-1A, filed on September
14, 2006. |
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(4) Amendment No. 3, dated July 12, 2006, to Amended and
Restated Agreement and Declaration of Trust of
Registrant incorporated herein by reference to
Registrants PEA No. 32 on Form N-1A, filed on September
14, 2006. |
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(5) Amendment No. 4, dated April 30, 2008, to Amended
and Restated Agreement and Declaration of Trust of
Registrant incorporated herein by reference to
Registrants PEA No. 37 on Form N-1A, filed on September
22, 2008. |
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(6) Amendment No. 5, dated May 1, 2008, to Amended and
Restated Agreement and Declaration of Trust of
Registrant incorporated herein by reference to
Registrants PEA No. 37 on Form N-1A, filed on September
22, 2008. |
C-2
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(7) Amendment No. 6, dated June 19, 2008, to Amended and
Restated Agreement and Declaration of Trust of
Registrant incorporated herein by reference to
Registrants PEA No. 37 on Form N-1A, filed on September
22, 2008. |
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(8) Amendment No. 7, dated October 28, 2009, to Amended
and Restated Agreement and Declaration of Trust of
Registrant incorporated herein by reference to
Registrants PEA No. 39 on Form N-1A, filed on November
19, 2009. |
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(9) Amendment No. 8, dated November 12, 2009, to Amended
and Restated Agreement and Declaration of Trust of
Registrant incorporated herein by reference to
Registrants PEA No. 40 on Form N-1A, filed on November
25, 2009. |
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(10) Amendment No. 9, dated December 2, 2009, to Amended
and Restated Agreement and Declaration of Trust of
Registrant incorporated herein by reference to
Registrants PEA No. 41 on Form N-1A, filed on December
11, 2009. |
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(2)(a)
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(1) Amended and Restated Bylaws of Registrant, adopted
effective September 14, 2005 incorporated herein by
reference to Registrants PEA No. 31 on Form N-1A, filed
on October 20, 2005. |
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(2) Amendment No. 1, dated August 1, 2006, to Amended
and Restated Bylaws of Registrant incorporated herein by
reference to Registrants PEA No. 32 on Form N-1A, filed
on September 14, 2006. |
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(3) Amendment No. 2, dated March 23, 2007, to Amended
and Restated Bylaws of Registrant incorporated herein by
reference to Registrants PEA No. 34 on Form N-1A, filed
on November 14, 2007. |
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(4) Amendment No. 3, dated January 1, 2008, to Amended
and Restated Bylaws of Registrant incorporated herein by
reference to Registrants PEA No. 35 on Form N-1A, filed
on February 20, 2008. |
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(3)
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Voting Trust Agreements None. |
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(4)
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Form of Agreement and Plan of Reorganization by and among the
Registrant, on behalf of certain series portfolios, is
attached to the Combined Proxy Statement Prospectus
contained in this Registration Statement. |
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(5)
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Articles II, VI, VII, VIII and IX of the Amended and
Restated Agreement and Declaration of Trust, as amended,
and Articles IV, V and VI of the Amended and Restated
Bylaws, as amended, define rights of holders of shares. |
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(6)(a)
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(1) Master Investment Advisory Agreement, dated June 1,
2000, between Registrant and A I M Advisors, Inc.
incorporated herein by reference to Registrants PEA No.
14 on Form N-1A, filed on November 15, 2000. |
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(2) Amendment No. 1, dated December 28, 2001, to the
Master Investment Advisory Agreement incorporated herein
by reference to Registrants PEA No. 17 on Form N-1A,
filed on December 21, 2001. |
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(3) Amendment No. 2, dated August 29, 2002, to the
Master Investment Advisory Agreement incorporated herein
by reference to Registrants PEA No. 22 on Form N-1A,
filed on July 7, 2003. |
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(4) Amendment No. 3, dated June 23, 2003, to the Master
Investment Advisory |
C-3
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Agreement incorporated herein by
reference to Registrants PEA No. 22 on Form N-1A, filed
on July 7, 2003. |
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(5) Amendment No. 4, dated October 29, 2003, to the
Master Investment Advisory Agreement incorporated herein
by reference to Registrants PEA No. 25 on Form N-1A,
filed on March 1, 2004. |
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(6) Amendment No. 5, dated July 1, 2004, to the Master
Investment Advisory Agreement incorporated herein by
reference to Registrants PEA No. 27 on Form N-1A, filed
on November 19, 2004. |
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(7) Amendment No. 6, dated April 29, 2005, to the Master
Investment Advisory Agreement incorporated herein by
reference to Registrants PEA No. 30 on Form N-1A, filed
on August 24, 2005. |
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(8) Amendment No. 7, dated July 1, 2007, to the Master
Investment Advisory Agreement incorporated herein by
reference to Registrants PEA No. 34 on Form N-1A, filed
on November 14, 2007. |
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(9) Amendment No. 8, dated April 30, 2008, to the Master
Investment Advisory Agreement incorporated herein by
reference to Registrants PEA No. 37 on Form N-1A, filed
on September 22, 2008. |
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(10) Amendment No. 9, dated March 4, 2009, to the Master
Investment Advisory Agreement incorporated herein by
reference to Registrants PEA No. 39 on Form N-1A, filed
on November 19, 2009. |
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(11) Form of Amendment No. [ ], dated [ ], to the
Master Investment Advisory Agreement will be filed by
Post-Effective Amendment. |
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(b)
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(1) Master Intergroup Sub-Advisory Contract for Mutual
Funds, dated May 1, 2008, between Invesco Aim Advisors,
Inc. on behalf of Registrant, and each of Invesco Asset
Management Deutschland GmbH, Invesco Asset Management
Ltd., Invesco Asset Management (Japan) Limited, Invesco
Australia Limited, Invesco Global Asset Management
(N.A.), Inc., Invesco Hong Kong Limited, Invesco
Institutional (N.A.), Inc., Invesco Senior Secured
Management, Inc. and Invesco Trimark Ltd., incorporated
herein by reference to Registrants PEA No. 37 on Form
N-1A, filed on September 22, 2008. |
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(2) Form of Amendment No. [ ], dated [ ]. to
Master Intergroup Sub-Advisory Contract for Mutual Funds
between Invesco Advisers, Inc., successor by merger to
Invesco Advisers, Inc., on behalf of Registrant, and
each of Invesco Asset Management Deutschland GmbH,
Invesco Asset Management Ltd., Invesco Asset Management
(Japan) Limited, Invesco Australia Limited, Invesco Hong
Kong Limited, Invesco Senior Secured Management, Inc.
and Invesco Trimark Ltd will be filed by Post-Effective
Amendment. |
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(c)
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Form of Temporary Sub-Advisory Agreement between Invesco
Advisers, Inc. and Morgan Stanley Investment Management
and affiliates will be filed by Post-Effective
Amendment. |
C-4
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7 (a)
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(1) First Restated Master Distribution Agreement, dated
August 18, 2003, as subsequently amended, and as
restated September 20, 2006, by and between Registrant
(all classes of shares except Class B shares) and A I M
Distributors, Inc. incorporated herein by reference to
Registrants PEA No. 33 on Form N-1A, filed on November
16, 2006. |
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(2) Amendment No. 1, dated December 8, 2006, to the
First Restated Master Distribution Agreement (all
classes of shares except Class B shares) incorporated
herein by reference to Registrants PEA No. 34 on Form
N-1A, filed on November 14, 2007. |
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(3) Amendment No. 2, dated January 31, 2007, to the
First Restated Master Distribution Agreement (all
classes of shares except Class B shares) incorporated
herein by reference to Registrants PEA No. 34 on Form
N-1A, filed on November 14, 2007. |
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(4) Amendment No. 3, dated February 28, 2007, to the
First Restated Master Distribution Agreement (all
classes of shares except Class B shares) incorporated
herein by reference to Registrants PEA No. 34 on Form
N-1A, filed on November 14, 2007. |
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(5) Amendment No. 4, dated March 9, 2007, to the First
Restated Master Distribution Agreement (all classes of
shares except Class B shares) incorporated herein by
reference to Registrants PEA No. 34 on Form N-1A, filed
on November 14, 2007. |
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(6) Amendment No. 5, dated April 23, 2007, to the First
Restated Master Distribution Agreement (all classes of
shares except Class B shares) incorporated herein by
reference to Registrants PEA No. 34 on Form N-1A, filed
on November 14, 2007. |
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(7) Amendment No. 6, dated September 28, 2007, to the
First Restated Master Distribution Agreement (all
classes of shares except Class B shares) incorporated
herein by reference to Registrants PEA No. 34 on Form
N-1A, filed on November 14, 2007. |
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(8) Amendment No. 7, dated December 20, 2007, to the
First Restated Master Distribution Agreement (all
classes of shares except Class B shares) incorporated
herein by reference to Registrants PEA No. 35 on Form
N-1A, filed on February 20, 2008. |
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(9) Amendment No. 8, dated April 28, 2008, to the First
Restated Master Distribution Agreement (all classes of
shares except Class B shares) incorporated herein by
reference to Registrants PEA No. 37 on Form N-1A, filed
on September 22, 2008. |
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(10) Amendment No. 9, dated April 30, 2008, to the First
Restated Master Distribution Agreement (all classes of
shares except Class B shares) incorporated herein by
reference to Registrants PEA No. 37 on Form N-1A, filed
on September 22, 2008. |
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(11) Amendment No. 10, dated May 1, 2008, to the First
Restated Master Distribution Agreement (all classes of
shares except Class B shares) incorporated herein by
reference to Registrants PEA No. 37 on Form N-1A, filed
on September 22, 2008. |
C-5
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(12) Amendment No. 11, dated July 24, 2008, to the First
Restated Master Distribution Agreement (all classes of
shares except Class B shares) incorporated herein by
reference to Registrants PEA No. 37 on Form N-1A, filed
on September 22, 2008. |
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(13) Amendment No. 12, dated October 3, 2008, to the
First Restated Master Distribution Agreement (all
classes of shares except Class B shares) incorporated
herein by reference to Registrants PEA No. 38 on Form
N-1A, filed on November 18, 2008. |
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(14) Amendment No. 13, dated May 29, 2009, to the First
Restated Master Distribution Agreement (all classes of
shares except Class B shares) incorporated herein by
reference to Registrants PEA No. 39 on Form N-1A, filed
on November 19, 2009. |
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(15) Amendment No. 14, dated June 2, 2009, to the First
Restated Master Distribution Agreement (all classes of
shares except Class B shares) incorporated herein by
reference to Registrants PEA No. 39 on Form N-1A, filed
on November 19, 2009. |
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(16) Amendment No. 15, dated July 14, 2009, to the First
Restated Master Distribution Agreement (all classes of
shares except Class B shares) incorporated herein by
reference to Registrants PEA No. 39 on Form N-1A, filed
on November 19, 2009. |
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(17) Amendment No. 16, dated September 25, 2009, to the
First Restated Master Distribution Agreement (all
classes of shares except Class B shares) incorporated
herein by reference to Registrants PEA No. 39 on Form
N-1A, filed on November 19, 2009. |
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(18) Amendment No. 17, dated November 4, 2009, to the
First Restated Master Distribution Agreement (all
classes of shares except Class B shares) incorporated
herein by reference to Registrants PEA No. 39 on Form
N-1A, filed on November 19, 2009. |
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(19) Form of Amendment No. [ ], dated [ ], to the
First Restated Master Distribution Agreement (all
classes of shares except Class B and Class B5 shares),
will be filed by Post-Effective Amendment. |
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(b)
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(1) First Restated Master Distribution Agreement, dated
August 18, 2003, as subsequently amended, and as
restated September 20, 2006, between Registrant (Class B
shares) and A I M Distributors, Inc. incorporated
herein by reference to Registrants PEA No. 33 on Form
N-1A, filed on November 16, 2006. |
C-6
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(2) Amendment No. 1, dated January 31, 2007, to the
First Restated Master Distribution Agreement (Class B
shares) incorporated herein by reference to Registrants
PEA No. 34 on Form N-1A, filed on November 14, 2007. |
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(3) Amendment No. 2, dated February 28, 2007, to the
First Restated Master Distribution Agreement (Class B
shares) incorporated herein by reference to Registrants
PEA No. 34 on Form N-1A, filed on November 14, 2007. |
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(4) Amendment No. 3, dated March 9, 2007, to the First
Restated Master Distribution Agreement (Class B shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
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(5) Amendment No. 4, dated April 23, 2007, to the First
Restated Master Distribution Agreement (Class B shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
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(6) Amendment No. 5, dated April 30, 2008, to the First
Restated Master Distribution Agreement (Class B shares)
incorporated herein by reference to Registrants PEA No.
37 on Form N-1A, filed on September 22, 2008. |
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(7) Amendment No. 6, dated May 1, 2008, to the First
Restated Master Distribution Agreement (Class B shares)
incorporated herein by reference to Registrants PEA No.
37 on Form N-1A, filed on September 22, 2008. |
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(8) Amendment No. 7, dated July 24, 2008, to the First
Restated Master Distribution Agreement (Class B shares)
incorporated herein by reference to Registrants PEA No.
37 on Form N-1A, filed on September 22, 2008. |
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(9) Amendment No. 8, dated May 29, 2009, to the First
Restated Master Distribution Agreement (Class B shares)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
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(10) Amendment No. 9, dated June 2, 2009, to the First
Restated Master Distribution Agreement (Class B shares)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
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(11) Amendment No. 10, dated November 4, 2009, to the
First Restated Master Distribution Agreement (Class B
shares) incorporated herein by reference to Registrants
PEA No. 39 on Form N-1A, filed on November 19, 2009. |
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(12) Form of Amendment No. [ ], dated [ ], to the
First Restated Master Distribution Agreement (Class B
and Class B5 shares), will be filed by Post-Effective
Amendment. |
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(c)
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Form of Selected Dealer Agreement between Invesco Aim
Distributors, Inc. and selected dealers incorporated
herein by reference to Registrants PEA No. 39 on Form
N-1A, filed on November 19, 2009. |
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(d)
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Form of Bank Selling Group Agreement between Invesco Aim
Distributors, Inc. and banks incorporated herein by
reference to Registrants PEA No. 39 on Form N-1A, filed
on November 19, 2009. |
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(8)(a)
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Form of AIM Funds Retirement Plan for Eligible
Directors/Trustees, as restated January 1, 2008
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
C-7
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(b)
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Form of AIM Funds Trustee Deferred Compensation
Agreement, as amended January 1, 2008 incorporated
herein by reference to Registrants PEA No. 39 on Form
N-1A, filed on November 19, 2009. |
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(9)(a)
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(1) Master Custodian Contract, dated May 1, 2000,
between Registrant (on behalf of AIM High Yield Fund,
AIM Income Fund, AIM Intermediate Government Fund, AIM
Short Term Bond Fund and AIM Total Return Bond Fund) and
State Street Bank and Trust Company incorporated herein
by reference to Registrants PEA No. 14 on Form N-1A,
filed on November 15, 2000. |
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(2) Amendment, dated May 1, 2000, to Master Custodian
Contract between Registrant (on behalf of its AIM High
Yield Fund, AIM Income Fund, AIM Intermediate Government
Fund, AIM Short Term Bond Fund and AIM Total Return Bond
Fund) and State Street Bank and Trust Company
incorporated herein by reference to Registrants PEA No.
14 on Form N-1A, filed on November 15, 2000. |
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(3) Amendment, dated June 29, 2001, to the Master
Custodian Contract between Registrant (on behalf of its
AIM High Yield Fund, AIM Income Fund, AIM Intermediate
Government Fund, AIM Short Term Bond Fund and AIM Total
Return Bond Fund) and State Street Bank and Trust
Company incorporated herein by reference to Registrants
PEA No. 16 on Form N-1A, filed on November 8, 2001. |
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(4) Amendment dated April 2, 2002, to the Master
Custodian Contract between Registrant (on behalf of AIM
High Yield Fund, AIM Income Fund, AIM Intermediate
Government Fund, AIM Short Term Bond Fund and AIM Total
Return Bond Fund) and State Street Bank and Trust
Company incorporated herein by reference to Registrants
PEA No. 19 on Form N-1A, filed on June 13, 2002. |
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(5) Amendment, dated September 8, 2004, to the Master
Custodian Contract between Registrant (on behalf of its
AIM High Yield Fund, AIM Income Fund, AIM Intermediate
Government Fund, AIM Real Estate Fund, AIM Short Term
Bond Fund and AIM Total Return Bond Fund) and State
Street Bank and Trust Company incorporated herein by
reference to Registrants PEA No. 27 on Form N-1A, filed
on November 19, 2004. |
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(6) Amendment, dated February 8, 2006, to the Master
Custodian Contract between Registrant (on behalf of its
AIM High Yield Fund, AIM Income Fund, AIM Intermediate
Government Fund, AIM Real Estate Fund, AIM Short Term
Bond Fund and AIM Total Return Bond Fund) and State
Street Bank and Trust Company incorporated herein by
reference to Registrants PEA No. 32 on Form N-1A, filed
on September 14, 2006. |
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(7) Amendment, dated January 31, 2007, to the Master
Custodian Contract between Registrant (on behalf of AIM
Global Real Estate Fund, AIM High Yield Fund, AIM Income
Fund, AIM Intermediate Government Fund, AIM Real Estate
Fund, AIM Short Term Bond Fund and AIM Total Return Bond
Fund) and State Street Bank and Trust Company
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
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(b)
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(1) Second Amended and Restated Custody Agreement, dated
June 16, 1987, between Short-Term Investments Co. (on
behalf of its Limited Maturity Treasury Portfolio) and
The Bank of New York, incorporated herein by reference
to |
C-8
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Registrants PEA No. 7 on Form N-1A, filed on
November 21, 1996. |
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(2) Amendment, dated May 17, 1993, to Second Amended and
Restated Custody Agreement, dated June 16, 1987, between
Short-Term Investments Co. (on behalf of its Limited
Maturity Treasury Portfolio) and The Bank of New York,
incorporated herein by reference to Registrants PEA No.
7 on Form N-1A, filed on November 21, 1996. |
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(3) Assignment and Acceptance of Assignment of Custody
Agreement, dated October 15, 1993, between Registrant
(on behalf of its Limited Maturity Treasury Portfolio)
and Short-Term Investments Co. (on behalf of its Limited
Maturity Treasury Portfolio), incorporated herein by
reference to Registrants PEA No. 7 on Form N-1A, filed
on November 21, 1996. |
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-
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(4) Letter Agreement, dated June 1, 2000, between
Registrant (on behalf of its AIM Municipal Bond Fund)
and The Bank of New York, incorporated herein by
reference to Registrants PEA No. 14 on Form N-1A, filed
on November 15, 2000. |
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-
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(5) Letter Agreement, dated August 30, 2000, between
Registrant (on behalf of its AIM Money Market Fund) and
The Bank of New York, incorporated herein by reference
to Registrants PEA No. 14 on Form N-1A, filed on
November 15, 2000. |
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-
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|
(6) Amendment No. 2, dated May 31, 2005, to the Second
Amended and Restated Custody Agreement between
Registrant and the Bank of New York incorporated herein
by reference to Registrants PEA No. 34 on Form N-1A,
filed on November 14, 2007. |
|
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(c)
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-
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Form of Master Custodian Agreement between Registrant
and JP Morgan will be filed by Post-Effective Amendment. |
|
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(d)
|
|
-
|
|
Foreign Assets Delegation Agreement, dated November 6,
2006, between A I M Advisors, Inc. and Registrant
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
|
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(10)(a)
|
|
-
|
|
(1) First Restated Master Distribution Plan, effective
as of August 18, 2003, as subsequently amended, and as
restated September 20, 2006 (Class A shares)
incorporated herein by reference to Registrants PEA No.
33 on Form N-1A, filed on November 16, 2006. |
|
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|
|
|
|
|
-
|
|
(2) Amendment No. 1, dated January 31, 2007, to the
First Restated Master Distribution Plan (Class A shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
|
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|
|
|
|
|
-
|
|
(3) Amendment No. 2, dated February 28, 2007, to the
First Restated Master Distribution Plan (Class A shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
|
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|
|
|
|
|
-
|
|
(4) Amendment No. 3, dated March 9, 2007, to the First
Restated Master Distribution Plan (Class A shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
|
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|
|
|
|
|
-
|
|
(5) Amendment No. 4, dated April 23, 2007, to the First
Restated Master Distribution Plan (Class A shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
C-9
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-
|
|
(6) Amendment No. 5, dated April 30, 2008, to the First
Restated Master Distribution Plan (Class A shares)
incorporated herein by reference to Registrants PEA No.
37 on Form N-1A, filed on September 22, 2008. |
|
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|
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|
|
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-
|
|
(7) Amendment No. 6, dated May 1, 2008, to the First
Restated Master Distribution Plan (Class A shares)
incorporated herein by reference to Registrants PEA No.
37 on Form N-1A, filed on September 22, 2008. |
|
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|
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|
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-
|
|
(8) Amendment No. 7, dated July 24, 2008, to the First
Restated Master Distribution Plan (Class A shares)
incorporated herein by reference to Registrants PEA No.
37 on Form N-1A, filed on September 22, 2008. |
|
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|
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|
|
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-
|
|
(9) Amendment No. 8, dated May 29, 2009, to the First
Restated Master Distribution Plan (Class A shares)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
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|
|
|
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-
|
|
(10) Amendment No. 9, dated June 2, 2009, to the First
Restated Master Distribution Plan (Class A shares)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
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|
|
|
|
|
-
|
|
(11) Amendment No. 10, dated July 1, 2009, to the First
Restated Master Distribution Plan (Class A shares)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
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|
|
|
|
|
-
|
|
(12) Amendment No. 11, dated November 4, 2009, to the
First Restated Master Distribution Plan (Class A shares)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
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(b)
|
|
-
|
|
(1) Amended and Restated Master Distribution Plan,
effective August 18, 2003, between Registrant (AIM Cash
Reserve Shares) and A I M Distributors, Inc incorporated
herein by reference to Registrants PEA No. 24 on Form
N-1A, filed on October 28, 2003. |
|
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|
|
|
-
|
|
(2) Amendment No. 1, dated July 1, 2009, to the Amended
and Restated Master Distribution Plan, effective August
18, 2003, between Registrant (AIM Cash Reserve Shares)
and A I M Distributors, Inc incorporated herein by
reference to Registrants PEA No. 39 on Form N-1A, filed
on November 19, 2009. |
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|
(c)
|
|
-
|
|
(1) Amended and Restated Master Distribution Plan,
effective August 18, 2003, between Registrant (Class A3
shares) and A I M Distributors, Inc incorporated herein
by reference to Registrants PEA No. 24 on Form N-1A,
filed on October 28, 2003. |
|
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|
|
|
|
|
-
|
|
(2) Amendment No. 1, dated July 1, 2005, to the Amended
and Restated Master Distribution Plan (Class A3 shares)
incorporated herein by reference to Registrants PEA No.
32 on Form N-1A, filed on September 14, 2006. |
|
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|
(d)
|
|
-
|
|
(1) First Restated Master Distribution Plan, effective
August 18, 2003, as subsequently amended, and as
restated September 20, 2006 by and between Registrant
(Class B shares) and A I M Distributors, Inc.
incorporated herein by reference to Registrants PEA No.
33 on Form N-1A, filed on November 16, 2006. |
|
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|
|
|
|
|
-
|
|
(2) Amendment No. 1, dated January 31, 2007, to the
First Restated Master Distribution Plan (Class B shares)
incorporated herein by reference to Registrants |
C-10
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PEA No.
34 on Form N-1A, filed on November 14, 2007. |
|
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|
|
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-
|
|
(3) Amendment No. 2, dated February 28, 2007, to the
First Restated Master Distribution Plan (Class B shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
|
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|
|
|
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|
-
|
|
(4) Amendment No. 3, dated March 9, 2007, to the First
Restated Master Distribution Plan (Class B shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
|
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|
|
|
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|
-
|
|
(5) Amendment No. 4, dated April 23, 2007, to the First
Restated Master Distribution Plan (Class B shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
|
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|
|
|
|
|
-
|
|
(6) Amendment No. 5, dated April 30, 2008, to the First
Restated Master Distribution Plan (Class B share)
incorporated herein by reference to Registrants PEA No.
37 on Form N-1A, filed on September 22, 2008. |
|
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|
|
|
|
|
-
|
|
(7) Amendment No. 6, dated May 1, 2008, to the First
Restated Master Distribution Plan (Class B share)
incorporated herein by reference to Registrants PEA No.
37 on Form N-1A, filed on September 22, 2008. |
|
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|
|
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|
-
|
|
(8) Amendment No. 7, dated July 24, 2008, to the First
Restated Master Distribution Plan (Class B share)
incorporated herein by reference to Registrants PEA No.
37 on Form N-1A, filed on September 22, 2008. |
|
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|
|
|
|
|
-
|
|
(9) Amendment No. 8, dated May 29, 2009, to the First
Restated Master Distribution Plan (Class B share)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
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|
|
|
|
|
-
|
|
(10) Amendment No. 9, dated June 2, 2009, to the First
Restated Master Distribution Plan (Class B share)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
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|
|
|
|
|
-
|
|
(11) Amendment No. 10, dated July 1, 2009, to the First
Restated Master Distribution Plan (Class B share)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
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|
|
|
|
|
-
|
|
(12) Amendment No. 11, dated November 4, 2009, to the
First Restated Master Distribution Plan (Class B share)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
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|
|
(e)
|
|
-
|
|
(1) First Restated Master Distribution Plan, effective
as of August 18, 2003, as subsequently amended, and as
restated September 20, 2006 (Class C shares)
incorporated herein by reference to Registrants PEA No.
33 on Form N-1A, filed on November 16, 2006. |
|
|
|
|
|
|
|
-
|
|
(2) Amendment No. 1, dated January 31, 2007, to the
First Restated Master Distribution Plan (Class C shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
|
|
|
|
|
|
|
-
|
|
(3) Amendment No. 2, dated February 28, 2007, to the
First Restated Master Distribution Plan (Class C shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
C-11
|
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|
|
|
|
|
-
|
|
(4) Amendment No. 3, dated March 9, 2007, to the First
Restated Master Distribution Plan (Class C shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
|
|
|
|
|
|
|
-
|
|
(5) Amendment No. 4, dated April 23, 2007, to the First
Restated Master Distribution Plan (Class C shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
|
|
|
|
|
|
|
-
|
|
(6) Amendment No. 5, dated April 30, 2008, to the First
Restated Master Distribution Plan (Class C shares)
incorporated herein by reference to Registrants PEA No.
37 on Form N-1A, filed on September 22, 2008. |
|
|
|
|
|
|
|
-
|
|
(7) Amendment No. 6, dated May 1, 2008, to the First
Restated Master Distribution Plan (Class C shares)
incorporated herein by reference to Registrants PEA No.
37 on Form N-1A, filed on September 22, 2008. |
|
|
|
|
|
|
|
-
|
|
(8) Amendment No. 7, dated July 24, 2008, to the First
Restated Master Distribution Plan (Class C shares)
incorporated herein by reference to Registrants PEA No.
37 on Form N-1A, filed on September 22, 2008. |
|
|
|
|
|
|
|
-
|
|
(9) Amendment No. 8, dated May 29, 2009, to the First
Restated Master Distribution Plan (Class C shares)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
|
|
|
|
|
|
-
|
|
(10) Amendment No. 9, dated June 6, 2009, to the First
Restated Master Distribution Plan (Class C shares)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
|
|
|
|
|
|
-
|
|
(11) Amendment No. 10, dated July 1, 2009, to the First
Restated Master Distribution Plan (Class C shares)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
|
|
|
|
|
|
-
|
|
(12) Amendment No. 11, dated November 4, 2009, to the
First Restated Master Distribution Plan (Class C shares)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
|
|
|
|
(f)
|
|
-
|
|
(1) First Restated Master Distribution Plan, effective
August 18, 2003, as subsequently amended, and as
restated September 20, 2006, by and between Registrant
(Class R shares) and A I M Distributors, Inc.
incorporated herein by reference to Registrants PEA No.
33 on Form N-1A, filed on November 16, 2006. |
|
|
|
|
|
|
|
-
|
|
(2) Amendment No. 1, dated January 31, 2007, to the
First Restated Master Distribution Plan (Class R shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
|
|
|
|
|
|
|
-
|
|
(3) Amendment No. 2, dated February 28, 2007, to the
First Restated Master Distribution Plan (Class R shares)
incorporated herein by reference to Registrants PEA No.
34 on Form N-1A, filed on November 14, 2007. |
|
|
|
|
|
|
|
-
|
|
(4) Amendment No. 3, dated April 30, 2008, to the First
Restated Master Distribution Plan (Class R shares)
incorporated herein by reference to Registrants PEA No.
37 on Form N-1A, filed on September 22, 2008. |
|
|
|
|
|
|
|
-
|
|
(5) Amendment No. 4 dated May 29, 2009, to the First
Restated Master Distribution Plan (Class R shares)
incorporated herein by reference to Registrants |
C-12
|
|
|
|
|
|
|
|
|
PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
|
|
|
|
|
|
-
|
|
(6) Amendment No. 5, dated June 2, 2009, to the First
Restated Master Distribution Plan (Class R shares)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
|
|
|
|
|
|
-
|
|
(7) Amendment No. 6, dated July 1, 2009, to the First
Restated Master Distribution Plan (Class R shares)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
|
|
|
|
|
|
-
|
|
(8) Amendment No. 7, dated November 4, 2009, to the
First Restated Master Distribution Plan (Class R shares)
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
|
|
|
|
(g)
|
|
-
|
|
(1) First Restated Master Distribution Plan, effective
as of July 1, 2004, as subsequently amended, and as
restated September 20, 2006 (Reimbursement) (Investor
Class shares) incorporated herein by reference to
Registrants PEA No. 33 on Form N-1A, filed on November
16, 2006. |
|
|
|
|
|
|
|
-
|
|
(2) Amendment No. 1, dated April 30, 2008, to the First
Restated Master Distribution Plan (Reimbursement)
(Investor Class shares) incorporated herein by reference
to Registrants PEA No. 37 on Form N-1A, filed on
September 22, 2008. |
|
|
|
|
|
(h)
|
|
-
|
|
Form of Master Distribution Plan (Class A, Class B, and
Class C Shares)(Reimbursement) for certain Invesco
Funds, will be filed by Post-Effective
Amendment. |
|
|
|
|
|
(i)
|
|
-
|
|
Form of Master Distribution Plan (Class R
Shares)(Reimbursement) for certain Invesco Funds, will
be filed by Post-Effective Amendment. |
|
|
|
|
|
(j)
|
|
-
|
|
Form of Master Distribution Plan (Class A, Class A5,
Class B, Class B5, Class C, Class C5, Class R and Class
R5 Shares)(Reimbursement) for certain AIM and Van
Kampen Funds, will be filed by Post-Effective
Amendment. |
|
|
|
|
|
(k)
|
|
-
|
|
Master Related Agreement to First Restated Master
Distribution Plan (Class A shares) incorporated herein
by reference to Registrants PEA No. 37 on Form N-1A,
filed on September 22, 2008. |
|
|
|
|
|
(l)
|
|
-
|
|
Master Related Agreement to Amended and Restated Master
Distribution Plan (AIM Cash Reserve Shares) incorporated
herein by reference to Registrants PEA No. 23 on Form
N-1A, filed on August 28, 2003. |
|
|
|
|
|
(m)
|
|
-
|
|
Master Related Agreement to Amended and Restated Master
Distribution Plan (Class A3 shares) incorporated herein
by reference to Registrants PEA No. 30 on Form N-1A,
filed on August 24, 2005. |
|
|
|
|
|
(n)
|
|
-
|
|
Master Related Agreement to First Restated Master
Distribution Plan (Class C shares) incorporated herein
by reference to Registrants PEA No. 37 on Form N-1A,
filed on September 22, 2008. |
|
|
|
|
|
(o)
|
|
-
|
|
Master Related Agreement to First Restated Master
Distribution Plan (Class R shares) incorporated herein
by reference to Registrants PEA No. 37 on Form N-1A,
filed on September 22, 2008. |
C-13
|
|
|
|
|
(p)
|
|
-
|
|
Master Related Agreement to First Restated Master
Distribution Plan (Reimbursement) (Investor Class
shares) incorporated herein by reference to Registrants
PEA No. 37 on Form N-1A, filed on September 22, 2008. |
|
|
|
|
|
(q)
|
|
-
|
|
Form of Service Plan (Class R Shares)(Reimbursement) for
certain Invesco Funds, will be filed by Post-Effective
Amendment. |
|
|
|
|
|
(r)
|
|
-
|
|
Form of Service Plan (Class A, Class A5, Class B, Class
B5, Class C, Class C5, Class R and Class R5
Shares)(Reimbursement) for certain AIM and Van Kampen
Funds will be filed by Post-Effective Amendment. |
|
|
|
|
|
(11)
|
|
-
|
|
Opinion and Consent of Stradley Ronon Stevens & Young,
LLP, as to the legality of the securities being
registered is filed herewith. |
|
|
|
|
|
(12)
|
|
-
|
|
Opinion of Stradley Ronon Stevens & Young, LLP,
supporting the tax matters and consequences to
shareholders will be filed by Post-Effective Amendment. |
|
|
|
|
|
(13) (a)
|
|
-
|
|
(1) Third Amended and Restated Transfer Agency and
Service Agreement, dated July 1, 2006, between
Registrant and AIM Investment Services, Inc incorporated
herein by reference to Registrants PEA No. 32 on Form
N-1A, filed on September 14, 2006. |
|
|
|
|
|
|
|
-
|
|
(2) Amendment No. 1, dated July 1, 2007, to the Third
Amended and Restated Transfer Agency and Service
Agreement, dated July 1, 2006, between Registrant and
AIM Investment Services, Inc incorporated herein by
reference to Registrants PEA No. 34 on Form N-1A, filed
on November 14, 2007. |
|
|
|
|
|
|
|
-
|
|
(3) Amendment No. 2, dated October 3, 2008, to the Third
Amended and Restated Transfer Agency and Service
Agreement, dated July 1, 2006, between Registrant and
Invesco Aim Investment Services, Inc. (formerly AIM
Investment Services, Inc.) incorporated herein by
reference to Registrants PEA No. 38 on Form N-1A, filed
on November 18, 2008. |
|
|
|
|
|
|
|
-
|
|
(4) Amendment No. 3, dated July 1, 2009, to the Third
Amended and Restated Transfer Agency and Service
Agreement, dated July 1, 2006, between Registrant and
Invesco Aim Investment Services, Inc. (formerly AIM
Investment Services, Inc.) incorporated herein by
reference to Registrants PEA No. 39 on Form N-1A, filed
on November 19, 2009. |
|
|
|
|
|
|
|
-
|
|
(5) Form of Amendment No. [ ], dated [ ], to the
Third Amended and Restated Transfer Agency and Service
Agreement, dated July 1, 2006, between Registrant and
Invesco Aim Investment Services, Inc will be filed by
Post-Effective Amendment. |
|
|
|
|
|
(b)
|
|
-
|
|
(1) Second Amended and Restated Master Administrative
Services Agreement dated July 1, 2006, between
Registrant and A I M Advisors, Inc incorporated herein
by reference to Registrants PEA No. 32 on Form N-1A,
filed on September 14, 2006. |
C-14
|
|
|
|
|
|
|
-
|
|
(2) Amendment No. 1, dated April 30, 2008, to the Second
Amended and Restated Master Administrative Services
Agreement dated July 1, 2006, between Registrant and
Invesco Aim Advisors, Inc incorporated herein by
reference to Registrants PEA No. 37 on Form N-1A, filed
on September 22, 2008. |
|
|
|
|
|
|
|
-
|
|
(3) Form of Amendment No.[ ], dated [ ], to the
Second Amended and Restated Master Administrative
Services Agreement dated July 1, 2006, between
Registrant and Invesco Advisers, Inc., successor by
merger to Invesco Aim Advisors, Inc. will be filed by Post-Effective Amendment. |
|
|
|
|
|
(c)
|
|
-
|
|
Fourth Amended and Restated Memorandum of Agreement,
dated May 29, 2009, regarding securities lending,
between Registrant, with respect to all Funds, and
Invesco Aim Advisors, Inc incorporated herein by
reference to Registrants PEA No. 39 on Form N-1A, filed
on November 19, 2009. |
|
|
|
|
|
(d)
|
|
-
|
|
Memorandum of Agreement, regarding expense limitations,
dated as of July 4, 2009, between Registrant (on behalf
of AIM Core Bond Fund and AIM Short Term Bond Fund) and
Invesco Aim Advisors, Inc incorporated herein by
reference to Registrants PEA No. 39 on Form N-1A, filed
on November 19, 2009. |
|
|
|
|
|
(e)
|
|
-
|
|
Memorandum of Agreement, regarding advisory fee waivers
and affiliated money market fee waivers, dated July 1,
2009, between Registrant and Invesco Aim Advisors, Inc
incorporated herein by reference to Registrants PEA No.
39 on Form N-1A, filed on November 19, 2009. |
|
|
|
|
|
(f)
|
|
-
|
|
Memorandum of Agreement, regarding 12b-1 fee waivers,
dated July 1, 2009, between Registrant (on behalf of AIM
Short Term Bond Fund) and Invesco Aim Distributors,
Inc., incorporated herein by reference to Registrants
PEA No. 39 on Form N-1A, filed on November 19, 2009. |
|
|
|
|
|
(g)
|
|
-
|
|
Third Amended and Restated Interfund Loan Agreement,
dated December 30, 2005, between Registrant and AIM
Advisors, Inc., incorporated herein by reference to
Registrants PEA No. 33 on Form N-1A, filed on November
16, 2006. |
|
|
|
|
|
(h)
|
|
-
|
|
(1) Fifteenth Amended and Restated Multiple Class Plan
of The AIM Family of Funds® effective
December 12, 2001, as amended and restated effective
September 25, 2009 incorporated herein by reference to
Registrants PEA No. 39 on Form N-1A, filed on November
19, 2009. |
|
|
|
|
|
(14)(a)
|
|
-
|
|
Consent of Ernst & Young LLP is filed herewith. |
|
|
|
|
|
(b)
|
|
-
|
|
Consent of PricewaterhouseCoopers
LLP is filed herewith. |
|
|
|
|
|
(15)
|
|
-
|
|
Omitted Financial Statements None. |
|
|
|
|
|
(16)(a)
|
|
-
|
|
Powers of Attorney for Baker, Bayley, Bunch, Crockett,
Dowden, Fields, Flanagan, Mathai-Davis, Pennock, Soll,
Stickel and Taylor is filed herewith. |
|
|
|
|
|
(b)
|
|
-
|
|
Power of Attorney for Mr. Frischling is filed herewith. |
|
|
|
|
|
(17)
|
|
-
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Form of Proxy Card relating to the Special Meeting of
Shareholders is filed herewith. |
C-15
Item 17. Undertakings
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(1)
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The undersigned Registrant agrees that prior to any
public reoffering of the securities registered through
the use of a prospectus which is a part of this
registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule
145(c) of the Securities Act [17 CRF 203.145c], the
reoffering prospectus will contain the information
called for by the applicable registration form for
reofferings by persons who may be deemed underwriters,
in addition to the information called for by the other
items of the applicable form. |
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(2)
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The undersigned Registrant agrees that every prospectus
that is filed under paragraph (1) above will be filed as
a part of an amendment to the registration statement and
will not be used until the amendment is effective, and
that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a
new registration statement for the securities offered
therein, and the offering of the securities at that time
shall be deemed to be the initial bona fide offering of
them. |
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(3)
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The undersigned Registrant undertakes to file an opinion
of counsel supporting the tax matters and consequences
to shareholders discussed in the prospectus will be filed by
Post-Effective Amendment. |
C-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has
duly caused this Registration Statement on Form N-14 to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Houston, State of Texas, on
the 11th day of January, 2010.
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Registrant: AIM INVESTMENT SECURITIES FUNDS
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By: |
/s/
Philip A. Taylor |
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Philip A. Taylor, President |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form
N-14 has been signed below by the following persons in the capacities and on the dates indicated.
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SIGNATURES |
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TITLE |
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DATE |
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/s/
Philip A. Taylor
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Trustee & President
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January 11, 2010 |
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(Philip A. Taylor)
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(Principal Executive Officer) |
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/s/ Bob R. Baker*
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Trustee
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January 11, 2010 |
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(Bob R. Baker) |
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/s/ Frank S. Bayley*
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Trustee
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January 11, 2010 |
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(Frank S. Bayley) |
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/s/ James T. Bunch*
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Trustee
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January 11, 2010 |
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(James T. Bunch) |
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/s/ Bruce L. Crockett*
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Chair & Trustee
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January 11, 2010 |
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(Bruce L. Crockett) |
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/s/ Albert R. Dowden*
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Trustee
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January 11, 2010 |
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(Albert R. Dowden) |
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/s/ Jack M. Fields*
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Trustee
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January 11, 2010 |
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(Jack M. Fields) |
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/s/ Martin L. Flanagan*
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Trustee
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January 11, 2010 |
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(Martin L. Flanagan) |
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/s/ Carl Frischling*
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Trustee
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January 11, 2010 |
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(Carl Frischling) |
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/s/ Prema Mathai-Davis*
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Trustee
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January 11, 2010 |
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(Prema Mathai-Davis) |
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/s/ Lewis F. Pennock*
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Trustee
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January 11, 2010 |
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(Lewis F. Pennock) |
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/s/ Larry Soll*
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Trustee
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January 11, 2010 |
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(Larry Soll) |
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/s/ Raymond Stickel, Jr.*
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Trustee
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January 11, 2010 |
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(Raymond Stickel, Jr.) |
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SIGNATURES |
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TITLE |
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DATE |
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/s/
Sheri Morris
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Vice President & Treasurer
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January 11, 2010 |
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(Sheri Morris)
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(Principal Financial and
Accounting Officer) |
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By
/s/ Philip A. Taylor
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January 11, 2010 |
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Philip A. Taylor |
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Attorney-in-Fact |
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* Philip
A. Taylor, pursuant to powers of attorney dated December 23 and 28, 2009, filed
herewith.
INDEX
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Exhibit |
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Number |
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Description |
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11
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Opinion and Consent of Stradley Ronon Stevens & Young, LLP as to
the legality of the securities being registered |
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14(a)
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Consent of Ernst & Young LLP |
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14(b)
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Consent of PricewaterhouseCoopers LLP |
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16(a)
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Powers of Attorney for Baker, Bayley, Bunch, Crockett, Dowden,
Fields, Flanagan, Mathai-Davis, Pennock, Soll, Stickel and Taylor |
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16(b)
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Power of Attorney for Mr. Frischling |
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17
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Form of Proxy Card |