1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
BANK OF AMERICA CORP /DE/ 56-0906609 | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| x | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
904 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
904 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
904 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
100%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
HC | |||||
1 |
NAMES
OF REPORTING PERSONS
| ||||
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
| |||||
Banc of America Preferred Funding Corporation 75-2939570 | |||||
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) | o | ||
(b) | x | ||||
3 |
SEC
USE ONLY
| ||||
4 |
SOURCE
OF FUNDS
| ||||
WC | |||||
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e)
or 2(f)
| o | |||
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
| ||||
Delaware | |||||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 |
SOLE
VOTING POWER
| |||
0 | |||||
8 |
SHARED
VOTING POWER
| ||||
904 | |||||
9 |
SOLE
DISPOSITIVE POWER
| ||||
0 | |||||
10 |
SHARED
DISPOSITIVE POWER
| ||||
904 | |||||
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| ||||
904 | |||||
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
| o | |||
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| ||||
100%
| |||||
14 |
TYPE
OF REPORTING PERSON
| ||||
CO | |||||
Item 1. | Security and Issuer |
This Statement on Schedule 13D (this “Statement”) relates to the purchase of 904 Series 2015/6 Variable Rate Muni Term Preferred Shares (CUSIP No. 46131T 507) (“VMTP Shares”) of Invesco Trust for Investment Grade New York Municipals (the “Issuer” or the “Company”). This Statement is being filed by the Reporting Persons (as defined below) as a result of the purchase of VMTP Shares by BAPFC (as defined below). The Issuer’s principal executive offices are located at 1555 Peachtree Street, N.E., Suite 1800 Atlanta, Georgia 30309. |
Item 2. | Identity and Background |
(a) | This Statement is being filed on behalf of each of the following persons (together, the “Reporting Persons”):
(i) Bank of America Corporation (“BAC”); and (ii) Banc of America Preferred Funding Corporation (“BAPFC”). This Statement relates to the VMTP Shares that were purchased for the account of BAPFC. |
(b) | The address of the principal business office of BAC is:
Bank of America Corporate Center 100 North Tryon Street Charlotte, North Carolina 28255 The address of the principal business office of BAPFC is: 214 North Tryon Street Charlotte, North Carolina 28255 |
(c) | BAC and its subsidiaries provide diversified global financial services and products. The principal business of BAPFC is to make investments and provide loans to clients. Information concerning each executive officer, director and controlling person (the “Listed Persons”) of the Reporting Persons is listed on Schedule I hereto, and is incorporated by reference herein. |
(d) | Other than as set forth on Schedule II hereto, which is incorporated by reference herein, during the last five years, none of the Reporting Persons, and, to the best knowledge of the Reporting Persons, none of the Listed Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. |
(e) |
(f) | To the knowledge of the Reporting Persons, all of the Listed Persons are citizens of the United States, other than as otherwise specified on Schedule I hereto. |
Item 3. |
Source
and Amount of Funds or Other Consideration
|
The aggregate amount of funds used by the Reporting Persons to purchase the securities reported herein was approximately $90.6 million. The source of funds was the working capital of the Reporting Persons.
The Reporting Persons declare that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding or disposing of securities of the Company or otherwise with respect to the Company or any securities of the Company or (ii) a member of any group with respect to the Company or any securities of the Company. |
Item 4. |
Purpose
of Transaction
|
BAPFC purchased the VMTP Shares for investment purposes. The VMTP Shares were acquired by BAPFC from a third party on May 31, 2019. In connection with the transaction, BAPFC entered into a Variable Rate Muni Term Preferred Shares Purchase Agreement, dated as of May 31, 2019, to set forth certain terms of the VMTP Shares purchased by BAPFC, a copy of which is filed herewith as Exhibit 99.5.
The Reporting Persons have not acquired the subject securities with any purpose, or with the effect of, changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. |
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
(j) |
Item 5. |
Interest
in Securities of the Issuer
|
(a) | The responses of the Reporting Persons to Rows (7) through (11) of the cover pages of this Statement are incorporated herein by reference. |
(b) |
(c) | The responses of the Reporting Persons in Item 3 and Item 4 of this Statement are incorporated herein by reference. The Reporting Persons have not effected any other transactions in the VMTP Shares during the past sixty (60) days. |
Transaction Date | Shares or Units Purchased (Sold) | Price Per Share or Unit |
(d) | No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the VMTP Shares that may be deemed to be beneficially owned by the Reporting Persons. |
(e) | Not applicable. |
Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
|
The responses of the Reporting Persons to Item 3 and Item 4 of this Statement are incorporated herein by reference. With respect to the VMTP Shares owned by BAPFC, on May 31, 2019, BAPFC assigned certain preferred class voting rights on the VMTP Shares to a voting trust (the “Voting Trust”) created pursuant to the Voting Trust Agreement, dated May 31, 2019, by and among BAPFC, Lord Securities Corporation, as voting trustee (the “Voting Trustee”) and Institutional Shareholder Services Inc. (the “Voting Consultant”), a copy of which is filed herewith as Exhibit 99.3. Voting and consent rights on the VMTP Shares not assigned to the Voting Trust have been retained by BAPFC. The Voting Trust provides that with respect to voting or consent matters relating to the voting rights assigned to the Voting Trust, the Voting Consultant analyzes such voting or consent matters and makes a recommendation to the Voting Trustee on voting or consenting. The Voting Trustee is obligated to follow any such recommendations of the Voting Consultant when providing a vote or consent. BAPFC has the right to cause the Company to register the VMTP Shares pursuant to a Registration Rights Agreement, dated May 31, 2019, by and between the Company and BAPFC, a copy of which is filed herewith as Exhibit 99.4. |
Item 7. |
Material
to Be Filed as Exhibits
|
Exhibit 99.1 Joint Filing Agreement, dated as of June 7, 2019, by and between Bank of America Corporation and Banc of America Preferred Funding Corporation.
Exhibit 99.2 Limited Power of Attorney of Bank of America Corporation, dated November 29, 2018. Exhibit 99.3 Voting Trust Agreement, dated as of May 31, 2019, by and among Lord Securities Corporation, as trustee, Banc of America Preferred Funding Corporation and Institutional Shareholder Services Inc. Exhibit 99.4 Registration Rights Agreement, dated as of May 31, 2019, by and between Invesco Trust For Investment Grade New York Municipals and Banc of America Preferred Funding Corporation. Exhibit 99.5 Variable Rate Muni Term Preferred Shares Purchase Agreement, dated as of May 31, 2019, by and among Invesco Trust For Investment Grade New York Municipals and Banc of America Preferred Funding Corporation. |
Bank of America Corporation | |||
June 07, 2019 | By: |
/s/
Ally Pecarro | |
Attorney-in-fact | |||
Banc of America Preferred Funding Corporation | |||
June 07, 2019 | By: |
/s/
Michael Jentis | |
Authorized Signatory | |||
Name
|
Position with Bank of America Corporation
|
Principal Occupation
|
||
Brian T. Moynihan
|
Chairman of the Board, Chief Executive Officer, President and Director
|
Chairman of the Board, Chief Executive Officer, and President of Bank of America Corporation
|
||
Dean C. Athanasia
|
President, Retail and Preferred & Small Business Banking
|
President, Retail and Preferred & Small Business Banking of Bank of America Corporation
|
||
Catherine P. Bessant
|
Chief Operations and Technology Officer
|
Chief Operations and Technology Officer of Bank of America Corporation
|
||
Sheri Bronstein
|
Chief Human Resources Officer
|
Chief Human Resources Officer of Bank of America Corporation
|
||
Paul M. Donofrio
|
Chief Financial Officer
|
Chief Financial Officer of Bank of America Corporation
|
||
Geoffrey Greener
|
Chief Risk Officer
|
Chief Risk Officer of Bank of America Corporation
|
||
Kathleen A. Knox
|
President, Private Bank
|
President, Private Bank of Bank of America Corporation
|
||
David Leitch
|
Global General Counsel
|
Global General Counsel of Bank of America Corporation
|
||
Thomas K. Montag
|
Chief Operating Officer
|
Chief Operating Officer of Bank of America Corporation
|
||
Thong M. Nguyen
|
Vice Chairman
|
Vice Chairman of Bank of America Corporation
|
||
Andrew M. Sieg
|
President, Merrill Lynch Wealth Management
|
President, Merrill Lynch Wealth Management
|
||
Andrea B. Smith
|
Chief Administrative Officer
|
Chief Administrative Officer of Bank of America Corporation
|
||
Sharon L. Allen
|
Director
|
Former Chairman of Deloitte LLP
|
||
Susan S. Bies
|
Director
|
Former Member, Board of Governors of the Federal Reserve System
|
||
Jack O. Bovender, Jr.
|
Lead Independent Director
|
Former Chairman and Chief Executive Officer of HCA Inc.
|
||
Frank P. Bramble, Sr.
|
Director
|
Former Executive Vice Chairman, MBNA Corporation
|
||
Pierre de Weck1
|
Director
|
Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
|
||
Arnold W. Donald
|
Director
|
President and Chief Executive Officer, Carnival Corporation & plc
|
||
Linda P. Hudson
|
Director
|
Executive Officer, The Cardea Group, LLC and Former President and Chief Executive Officer of BAE Systems, Inc.
|
||
Monica C. Lozano
|
Director
|
Chief Executive Officer, College Futures Foundation and Former Chairman, US Hispanic Media Inc.
|
||
Thomas J. May
|
Director
|
Chairman, Viacom Inc.; Former Chairman, President, and Chief Executive Officer of Eversource Energy
|
||
Lionel L. Nowell, III
|
Director
|
Former Senior Vice President and Treasurer, PepsiCo Inc.
|
||
Clayton S. Rose
|
Director
|
President of Bowdoin College
|
||
Michael D. White
|
Director
|
Former Chairman, President and Chief Executive Officer of DIRECTV
|
||
Thomas D. Woods2
|
Director
|
Chairman, Hydro One Limited; Former Vice Chairman and Senior Vice President of Canadian Imperial Bank of Commerce
|
||
R. David Yost
|
Director
|
Former Chief Executive Officer of AmerisourceBergen Corp.
|
||
Maria T. Zuber
|
Director
|
Vice President for Research and E.A., Griswold Professor of Geophysics, MIT
|
Name
|
Position with Banc of America Preferred Funding Corporation
|
Principal Occupation
|
||
John J. Lawlor
|
Director and President
|
Managing Director, Municipal Markets and Public Sector Banking Executive of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|
||
Edward H. Curland
|
Director and Managing Director
|
Managing Director, Municipal Markets Executive for Trading of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|
||
Michael I. Jentis
|
Managing Director
|
Managing Director, Head of Sales – Public Finance of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|
||
Mona Payton
|
Managing Director
|
Managing Director, Municipal Markets Executive for Short-Term Trading of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|
||
Edward J. Sisk
|
Director and Managing Director
|
Managing Director, Public Finance Executive of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|
||
John B. Sprung
|
Director
|
Corporate Director
|
||
David A. Stephens
|
Director and Managing Director
|
Managing Director, Executive for Public Finance and Public Sector Credit Products of Merrill Lynch, Pierce, Fenner & Smith Incorporated and Bank of America, National Association
|
1.
|
Creation of Trust
|
(a)
|
the election of the two members of the Board of Trustees for which holders of VMTP Shares are exclusively entitled to vote under Section 18(a)(2)(C) of the Investment Company Act of 1940, as amended (the "1940 Act") and all other rights given to holders of VMTP Shares with respect to the election of the Board of Trustees of the Fund;
|
(b)
|
the conversion of the Fund from a closed-end management company to an open-end management company, or to change the Fund's classification from diversified to non- diversified, each pursuant to Section 13(a)(1) of the 1940 Act (any of the foregoing, a "Conversion"), together with any additional voting or consent right under the Statement and the Purchase Agreement that relates solely to any action or amendment to the Statement that is so closely related to the Conversion that it would be impossible to give effect to the Conversion without implicating such additional voting or consent right; provided that any such additional voting or consent right shall not include any voting or consent right related to satisfying any additional term, condition or agreement which the Conversion is conditioned upon or subject to;
|
(c)
|
the deviation from a policy in respect of concentration of investments in any particular industry or group of industries as recited in the Fund's registration statement, pursuant to Section 13(a)(3) of the 1940 Act (a "Deviation"), together with any additional voting or consent right under the Statement and the Purchase Agreement that relates solely to any action or amendment to the Statement that is so closely related to the Deviation that it would be impossible to give effect to the Deviation without implicating such additional voting or consent right; provided that any such additional voting or consent right shall not include any voting or consent right related to satisfying any additional term, condition or agreement which the Deviation is conditioned upon or subject to;
|
(d)
|
borrowing money, issuing senior securities, underwriting securities issued by other Persons, purchasing or selling real estate or commodities or making loans to other Persons other than in accordance with the recitals of policy with respect thereto in the Fund's registration statement, pursuant to Section 13(a)(2) of the 1940 Act (any of the foregoing, a "Policy Change"), together with any additional voting or consent right under the Statement and the Purchase Agreement that relates solely to any action or amendment to the Statement that is so closely related to the Policy Change that it would be impossible to give effect to the Policy Change without implicating such additional voting or consent right; provided that any such additional voting or consent right shall not include any voting or consent right related to satisfying any additional term, condition or agreement which the Policy Change is conditioned upon or subject to; and
|
(e)
|
any matters described in 12 C.F.R. Section 225.2(q)(1).
|
2.
|
Definitions
|
3.
|
Right to Transfer
|
4.
|
Trustee
|
(a)
|
Rights And Powers Of Trustee. With respect to Subject Shares where the Purchaser is the Beneficial Owner, the Trustee shall, in person or by nominees, agents, attorneys-in-fact, or proxies, have the right and the obligation to exercise its discretion with respect to all Voting Matters requiring holders of VMTP Shares to vote or consent with respect to and including voting or consenting to any corporate or shareholder action of any kind whatsoever, subject to the terms of this Agreement. The Trustee shall be obligated to vote any Voting Matter in accordance with the provisions of this Agreement.
|
(b)
|
Liability Of Trustee. In exercising the rights and powers of the Trustee, the Trustee will exercise any rights and powers in the Trustee's best judgment; provided, however, the Trustee shall not be liable for any action taken by such Trustee or the Trustee's agent, except for liability arising from the Trustee's bad faith, willful misconduct or gross negligence. The Trustee shall not be required to give any bond or other security for the discharge of the Trustee's duties.
|
(c)
|
Resignation of and Successor Trustee. The Trustee may at any time resign the Trustee's position as Trustee by delivering a resignation in writing to the Purchaser and the Voting Consultant to become effective 90 days after the date of such delivery, but in any event such notice shall not become effective prior to the acceptance of a successor Trustee. The Trustee shall nominate a successor Trustee acceptable to the Purchaser, who shall have all rights, powers and obligations of the resigning Trustee as set forth in this Agreement, and all rights, powers and obligations of the resigning Trustee hereunder shall immediately terminate upon the acceptance by the successor Trustee of such nomination and the execution of this Agreement by the successor Trustee as "Trustee" hereunder. No such resignation shall become effective until such time as a successor Trustee has been appointed and such appointment has been accepted. The fact that any Trustee has resigned such Trustee's position as a Trustee shall not act, or be construed to act, as a release of any Subject Shares from the terms and provisions of this Agreement.
|
(d)
|
Removal. The Trustee may be removed by the Purchaser upon 30 days prior written notice upon either (i) a material breach by the Trustee of its obligations hereunder or (ii) any action or inaction of the Trustee which constitutes bad faith, negligence or willful misconduct in the performance of its obligations hereunder.
|
(e)
|
Independent. The Trustee represents that it is Independent of PFC.
|
5.
|
Voting Consultant
|
(a)
|
Liability Of Voting Consultant. In providing its voting recommendations on Voting Matters hereunder, the Voting Consultant will provide such recommendations in the Voting Consultant's best judgment with respect to the Voting Matters for the VMTP Shares; provided, however, the Voting Consultant shall not be liable for any action taken by such Voting Consultant or the Voting Consultant's agent, except for liability arising from the Voting Consultant's bad faith, willful misconduct or gross negligence. For the avoidance of doubt, the Voting Consultant's maximum liability shall be limited to an amount not to exceed the total amounts of the fees the Voting Consultant receives from the Purchaser under the Master Agreement (as defined in Section 5(d)) in any one year period for any and all claims made within that one year period; provided that if a breach of Section 5(e) is determined to have occurred, the sole remedy shall be the immediate removal of the Voting Consultant by the Purchaser in the Purchaser's sole discretion and no monetary damages shall be due or payable. In addition, the Voting Consultant shall not be liable for any action taken by the Trustee contrary to the recommendations provided by the Voting Consultant.
|
(b)
|
Resignation of and Successor Voting Consultant. The Voting Consultant may at any time resign the Voting Consultant's position as Voting Consultant by delivering a resignation in writing to the Purchaser and to the Trustee to become effective 90 days after the date of such delivery. Upon receipt of the Voting Consultant's written resignation, the Purchaser shall use commercially reasonable efforts to appoint a successor Voting Consultant which has been consented to by the Trustee, such consent not to be unreasonably withheld. If the Voting Consultant shall resign but a successor Voting Consultant has not assumed all of the Voting Consultant's duties and obligations within 90 days of such resignation, the Voting Consultant may petition any court of competent jurisdiction for the appointment of a successor Voting Consultant. No such resignation shall become effective until such time as a successor Voting Consultant has been appointed and such appointment has been accepted.
|
(c)
|
Removal. The Voting Consultant may be removed by the Purchaser upon 30 days prior written notice upon either (i) a material breach by the Voting Consultant of its obligations hereunder or (ii) any action or inaction of the Voting Consultant which constitutes bad faith, gross negligence or willful misconduct in the performance of its obligations hereunder.
|
(d)
|
Contract. A separate contract, that certain Master Services Agreement No. (24828001-001) by and between the Voting Consultant and the Purchaser, as may be amended from time to time with the prior written consent of the parties thereto (the "Master Agreement"), sets forth additional details, including fees, pursuant to which the Voting Consultant is providing the services contemplated hereunder.
|
(e)
|
Independent. The Voting Consultant represents that it is Independent of PFC; provided, however, if the Voting Consultant becomes aware that the Voting Consultant is no longer Independent of the Purchaser, the Voting Consultant shall promptly, and in no event later than two Business Days after becoming aware, notify the Purchaser and shall abstain from making voting recommendations during any period of time during which the Voting Consultant is not Independent of the Purchaser. If the Voting Consultant notifies the Purchaser that it is no longer Independent of the Purchaser, the Purchaser shall use commercially reasonable efforts to identify and appoint a replacement voting consultant.
|
6.
|
Amount of Subject Shares Notification
|
7.
|
Voting Communications
|
8.
|
Indemnification
|
(a)
|
Of the Trustee and the Voting Consultant. The Purchaser shall indemnify and hold the Trustee and the Voting Consultant and such Trustee's and such Voting Consultant's agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, suits, reasonable costs, reasonable expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever in connection with or growing out of (i) with respect to the Trustee, the administration of the voting trust created by this Agreement or (ii) with respect to the Trustee and the Voting Consultant, the exercise of any powers or the performance of any duties by the Trustee or the Voting Consultant as herein provided or contemplated, including, without limitation, any action taken or omitted to be taken, except, with respect to the Trustee and the Voting Consultant separately, such as may arise from the bad faith, willful misconduct or gross negligence of the Trustee or the Voting Consultant, respectively. In no event shall the Purchaser be liable for special, incidental, indirect or consequential damages.
|
(b)
|
Of the Purchaser and the Voting Consultant. The Trustee shall indemnify and hold the Purchaser and the Voting Consultant and the Purchaser's and the Voting Consultant's agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, suits, reasonable costs, reasonable expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed, incurred or asserted against the Purchaser or the Voting Consultant in connection with the willful misconduct or negligence of the Trustee in connection with the exercise of any powers or the performance of any duties by the Trustee as herein provided or contemplated, including, without limitation, any action taken or omitted to be taken, except, with respect to the Purchaser and the Voting Consultant separately, such as may arise from the willful misconduct or gross negligence of the Purchaser or the Voting Consultant, respectively. In no event shall the Trustee be liable for special, incidental, indirect or consequential damages.
|
(c)
|
Of the Purchaser and the Trustee. The Voting Consultant shall indemnify and hold the Purchaser and the Trustee and the Purchaser's and the Trustee's agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, taxes, claims, actions, suits, reasonable costs, reasonable expenses or disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever which may be imposed, incurred or asserted against the Purchaser or the Trustee in connection with the willful misconduct or gross negligence of the Voting Consultant in connection with the exercise of any powers or the performance of any duties by the Voting Consultant as herein provided or contemplated, including, without limitation, any action taken or omitted to be taken, except, with respect to the Purchaser and the Trustee separately, such as may arise from the willful misconduct or gross negligence of the Purchaser or the Trustee, respectively; provided, however, that the Voting Consultant's maximum liability under this Section 8(c) shall be limited to an amount not to exceed the total amount of the fees the Voting Consultant receives from the Purchaser under the Master Agreement in any one year period for any and all claims made within that one year period. In no event shall the Voting Consultant be liable for special, incidental, indirect or consequential damages.
|
(d)
|
Conditions to Indemnification. An indemnified party must give the other party(ies) prompt written notice of any claim and allow the indemnifying party to defend or settle the claim as a condition to indemnification. No settlement shall bind any party without such party's written consent.
|
9.
|
Termination of Agreement
|
(a)
|
This Agreement and the voting trust created hereby shall terminate with respect to all of the Subject Shares (i) at the option of PFC, upon the non-payment of dividends on the VMTP Shares for two years, (ii) at the option of PFC, upon PFC and its Affiliates owning less than 20% of the Outstanding VMTP Shares or (iii) as provided with respect to certain transfers of Subject Shares in Section 3 above.
|
(b)
|
Upon the termination of this Agreement with respect to the Subject Shares, the voting trust created pursuant to Section 1 hereof shall cease to have any effect with respect to the Subject Shares, and the parties hereto shall have no further rights or obligations under this Agreement with respect to the Subject Shares.
|
10.
|
Trustee's Compensation
|
11.
|
Voting Consultant's Compensation
|
12.
|
Tax Treatment
|
13.
|
Notices
|
14.
|
Modification
|
15.
|
Benefit and Burden
|
16.
|
Severability
|
17.
|
Headings
|
18.
|
Applicable Law
|
19.
|
Waiver
|
20.
|
Assignment
|
21.
|
Conflicts with Other Documents
|
22.
|
Counterparts
|
(a)
|
Notice of Underwriting. If the Initiating Holder(s) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Fund as a part of their request made pursuant to this Section 3, and the Fund shall include that information in the written notice referred to in Section 3.1. The right of any Holder to Registration pursuant to this Section 3 shall be conditioned upon such Holder's agreement to participate in the underwriting and the inclusion of that Holder's Registrable Securities in the underwriting to the extent provided herein.
|
(b)
|
Selection of Underwriter in Demand Registration. The Fund shall (together with all Holders proposing to distribute their securities through the underwriting) enter into an underwriting agreement in customary form for an underwritten offering made solely by selling shareholders with the underwriter or, if more than one, the lead underwriter acting as the representative of the underwriters (the "Underwriters' Representative") selected for the underwriting by the Initiating Holder(s) with the consent of the Fund, not to be unreasonably withheld.
|
(c)
|
Marketing Limitation in Demand Registration. Notwithstanding any other provision of this Section 3, in the event the Underwriters' Representative advises the Fund in writing that market factors (including the aggregate number of VMTP Shares requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of shares to be underwritten, then the Fund shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the Registration and underwriting shall be allocated among all Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities requested to be included in the Registration by all such selling Holders (including the Initiating Holder(s)); provided, however, that the number of Registrable Securities to be included in any such underwriting held by Holders shall not be reduced unless all other securities of the Fund, its Affiliates and Invesco Persons are first entirely excluded from the underwriting. Unless the prior written consent of the Majority Holders has been obtained, the number of Registrable Securities included in any such underwriting shall not be reduced to less than ninety percent (90%) of the number of the Registrable Securities requested to be included. Any Registrable Securities or other securities excluded from the underwriting by reason of this Section 3.3(c) shall be withdrawn from the Registration. To facilitate the allocation of shares in accordance with the foregoing, the Fund or the underwriters may round the number of shares allocated to any Holder to the nearest one share.
|
(d)
|
Right of Withdrawal in Demand Registration. If any Holder of Registrable Securities (other than the Initiating Holder(s)) disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Fund and the Underwriters' Representative proposing to distribute their securities through the underwriting, delivered at least twenty (20) days prior to the effective date of the Registration Statement. The securities so withdrawn shall also be withdrawn from the Registration Statement.
|
(a)
|
(i) prepare and file a Registration Statement with the Commission which (x) shall be on Form N-2, if available, (y) shall be available for the sale or exchange of the Registrable Securities in accordance with the intended method or methods of distribution by the selling Holders thereof, and (z) shall comply as to form with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith and all other information reasonably requested by the Underwriters' Representative to be included therein relating to the underwriters and plan of distribution for the Registrable Securities, (ii) use its commercially reasonable best efforts to cause such Registration Statement to become effective and remain effective for up to ninety (90) days or, if earlier, until the Holder or Holders have completed the distribution thereto or withdrawn from such plan of distribution, (iii) cause each Registration Statement, as of the effective date of such Registration Statement, (x) to comply in all material respects with any requirements of the Securities Act and (y) not to 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 not misleading and (iv) cause each Prospectus, as of the date thereof, (x) to comply in all material respects with any requirements of the Securities Act and (y) not to 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 they were made, not misleading;
|
(b)
|
subject to Section 6(a), prepare and file with the Commission such amendments and post-effective amendments to such Registration Statement as may be necessary to keep such Registration Statement effective for the applicable period; cause each such Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to applicable rules under the Securities Act; and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders thereof, as set forth in such registration statement;
|
(c)
|
furnish to each Holder for which the Registrable Securities are being registered and to each underwriter of an underwritten offering of the Registrable Securities, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendments or supplements thereto and such other documents as such Holder or underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities; the Fund hereby consents to the use of the Prospectus, including each preliminary Prospectus, by each Holder for which the Registrable Securities are being registered and each underwriter of an underwritten Public Offering of the Registrable Securities, if any, in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary Prospectus, as applicable;
|
(d)
|
(i) use its commercially reasonable best efforts to register or qualify the Registrable Securities, no later than the time the applicable Registration Statement is declared effective by the Commission, under all applicable state securities or Blue Sky laws of such United States jurisdictions as the Underwriters' Representative, if any, or any Holder having Registrable Securities covered by a Registration Statement, shall reasonably request; (ii) use its commercially reasonable best efforts to keep each such registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may be reasonably necessary or advisable to enable each underwriter, if any, and any such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities the registration of which such Holder is requesting; provided, however, that the Fund shall not be obligated to qualify to do business or to a file a general consent to service of process in any such state or jurisdiction, unless the Fund is already subject to service in such jurisdiction and except as may be required by the Securities Act;
|
(e)
|
notify each Holder for which the Registrable Securities are being registered promptly, and, if requested by such Holder, confirm such advice in writing, (i) when such Registration Statement has become effective and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the Commission or any state securities authority of any stop order, injunction or other order or requirement suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose, (iii) if, between the effective date of such Registration Statement and the closing of any sale of Registrable Securities covered thereby pursuant to any agreement to which the Fund is a party relating to such sale, the representations and warranties of the Fund contained in such agreement cease to be true and correct in all material respects or if the Fund receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and (iv) of the happening of any event during the period such Registration Statement is effective as a result of which such Registration Statement or the related Prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
|
(f)
|
furnish a designated single counsel for each of the underwriters, if any, and for the Holders for which the Registrable Securities are being registered, copies of any request by the Commission or any state securities authority for amendments or supplements to a Registration Statement and Prospectus or for additional information;
|
(g)
|
use its commercially reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible time;
|
(h)
|
upon request, furnish to the Underwriters' Representative of an underwritten Public Offering of the Registrable Securities, if any, without charge, at least one signed copy of such Registration Statement and any post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits; and furnish to each Holder for which the Registrable Securities are being registered, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested);
|
(i)
|
upon the occurrence of any event contemplated by clause (iv) of Section 6(e), use commercially reasonable best efforts to prepare a supplement or post-effective amendment to such Registration Statement or the related Prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus 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 the light of the circumstances under which they were made, not misleading;
|
(j)
|
enter into customary agreements (including, in the case of an underwritten Public Offering, underwriting agreements in customary form for sales only by selling shareholders, and including provisions with respect to indemnification and contribution in customary form and consistent with the provisions relating to indemnification and contribution contained herein) and take all other customary and appropriate actions that are commercially reasonable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the plan of distribution set forth in the Registration Statement and the Prospectus, and in connection therewith:
|
(i)
|
in the case of any underwritten Public Offering, make such representations and warranties to (x) the underwriters and (y) insofar as they relate to the nature and the validity of the offering, the selling Holders of such Registrable Securities, in form, substance and scope as are customarily made by issuers to underwriters and, as applicable, selling shareholders in similar underwritten offerings;
|
(ii)
|
in the case of any underwritten Public Offering, obtain opinions of counsel to the Fund and updates thereof addressed to (x) the underwriters and (y) insofar as they relate to the nature and the validity of the offering, each selling Holder, covering the matters customarily covered in opinions requested in similar underwritten offerings and such other matters as may be reasonably requested by underwriters and such Holders (and which opinions (in form, scope and substance) shall be reasonably satisfactory to the Underwriters' Representative, if any, and, where relevant, the Majority Holders of the Registrable Securities being sold);
|
(iii)
|
in the case of any underwritten Public Offering, obtain "comfort" letters or "agreed-upon procedures" letters and updates thereof from the Fund's independent certified public accountants addressed to the selling Holders of the Registrable Securities, if permissible, and underwriters, which letters shall be customary in form and shall cover matters of the type customarily covered in such letters to underwriters and such Holders in connection with firm commitment underwritten offerings;
|
(iv)
|
to the extent requested and customary for the relevant transaction, enter into a securities sales agreement with the selling Holders providing for, among other things, the appointment of such representative as agent for the selling Holders for the purpose of soliciting purchases of the Registrable Securities, which agreement shall be customary in form, substance and scope and shall contain customary representations, warranties and covenants relating to the nature and validity of the offering; and
|
(v)
|
deliver such customary documents and certificates as may be reasonably requested by a designated representative of the Majority Holders of the Registrable Securities being sold (the "Designated Representative") or by the Underwriters' Representative, if any;
|
(k)
|
make available for inspection by the Designated Representative and by any underwriters participating in any disposition pursuant to such Registration Statement and a single counsel or accountant retained by such Holders or by counsel to such underwriters, all relevant financial and other records, pertinent corporate documents and properties of the Fund and cause the respective officers, trustees and employees of the Fund to supply all information reasonably requested by such Designated Representative, underwriter, counsel or accountant in connection with such Registration Statement;
|
(l)
|
within a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or any amendment or supplement to a Prospectus, provide copies of such document to the selling Holders of the Registrable Securities and to counsel to such Holders and to the underwriter or underwriters of a underwritten Public Offering of the Registrable Securities, if any; fairly consider such reasonable changes in any such document prior to or after the filing thereof as the counsel to the Holders or the underwriter or the underwriters may request and not file any such document in a form to which the Majority Holders of the Registrable Securities being registered or any Underwriters' Representative shall reasonably object unless required by law; and make such of the representatives of the Fund as shall be reasonably requested by the Designated Representative or the Underwriters' Representative available for discussion of such document;
|
(m)
|
otherwise use its commercially reasonable best efforts to comply with all applicable rules and regulations of the Commission, including making available to its security holders an earnings statement covering at least twelve (12) months which shall satisfy the provisions of the Securities Act and the rules thereunder;
|
(n)
|
cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter in an underwritten offering; and
|
(o)
|
use its commercially reasonable best efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Agreement, including by participating in domestic road show presentations, holding meetings with potential investors and taking such other actions as shall be reasonably requested by the Designated Representative or the lead managing underwriter of an underwritten offering.
|
(a)
|
The obligations of the Fund and the Shareholder and its Permitted Transferees hereunder shall not in any way be modified or limited by reference to any other document, instrument or agreement (including the VMTP Shares). The rights of the Shareholder hereunder are separate from and in addition to any rights that any holder of any VMTP Share may have under the terms of such VMTP Share or otherwise.
|
(b)
|
No failure or delay by the Fund or the Shareholder in exercising any right, power or privilege hereunder or under the VMTP Shares shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. No failure or delay by the Fund or the Shareholder in exercising any right, power or privilege under or in respect of the VMTP Shares shall affect the rights, powers or privileges of the Fund or the Shareholder hereunder or shall operate as a limitation or waiver thereof. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.
|
THE FUND:
Invesco Trust For Investment Grade New York Municipals
By: /s/ Amanda Roberts
Name: Amanda Roberts
Title: Assistant Secretary
|
THE SHAREHOLDER:
Banc of America Preferred Funding Corporation
By: /s/ Michael Jentis
Name: Michael Jentis
Title: Managing Director
|
TABLE OF CONTENTS
|
||
PAGE
|
||
ARTICLE I DEFINITIONS
|
1
|
|
1.1
|
Incorporation of Certain Definitions by Reference
|
6
|
ARTICLE II PURCHASE, EXCHANGE AND TRANSFERS, COSTS AND EXPENSES; ADDITIONAL FEES
|
7
|
|
2.1
|
Purchase, Exchange and Transfer of the VMTP Shares
|
7
|
2.2
|
Operating Expenses; Fees
|
7
|
2.3
|
Additional Fee for Failure to Comply with Reporting Requirement or Registration Rights Failure
|
7
|
ARTICLE III CONDITIONS TO EFFECTIVE DATE
|
8
|
|
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE FUND
|
9
|
|
4.1
|
Existence
|
9
|
4.2
|
Authorization; Contravention
|
9
|
4.3
|
Binding Effect
|
10
|
4.4
|
Financial Information
|
10
|
4.5
|
Litigation
|
10
|
4.6
|
Consents
|
11
|
4.7
|
Offering of VMTP Shares
|
11
|
4.8
|
Complete and Correct Information
|
11
|
4.9
|
Offering Memorandum
|
12
|
4.10
|
1940 Act Registration
|
12
|
4.11
|
Effective Leverage Ratio; Asset Coverage
|
12
|
4.12
|
Eligible Assets
|
12
|
4.13
|
Credit Quality
|
12
|
4.14
|
Due Diligence
|
13
|
4.15
|
Capital Structure
|
13
|
4.16
|
Certain Fees
|
13
|
4.17
|
Intent to Issue Equity
|
13
|
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
|
13
|
|
5.1
|
Existence
|
14
|
5.2
|
Authorization; Contravention
|
14
|
5.3
|
Binding Effect
|
14
|
5.4
|
Own Account
|
14
|
5.5
|
Litigation
|
15
|
5.6
|
Consents
|
15
|
5.7
|
Experience of the Purchaser
|
15
|
5.8
|
Access to Information
|
15
|
5.9
|
Certain Transactions
|
16
|
5.10
|
Due Diligence
|
16
|
5.11
|
Certain Fees
|
16
|
5.12
|
Intent to Purchase Equity
|
16
|
ARTICLE VI COVENANTS OF THE FUND
|
16
|
|
6.1
|
Information
|
17
|
6.2
|
No Amendment or Certain Other Actions Without Consent of the Purchaser
|
19
|
6.3
|
Maintenance of Existence
|
19
|
6.4
|
Tax Status of the Fund
|
19
|
6.5
|
Payment Obligations
|
19
|
6.6
|
Compliance With Law
|
20
|
6.7
|
Maintenance of Approvals: Filings, Etc.
|
20
|
6.8
|
Inspection Rights
|
20
|
6.9
|
Litigation, Etc.
|
21
|
6.10
|
1940 Act Registration
|
21
|
6.11
|
Eligible Assets
|
21
|
6.12
|
Credit Quality
|
21
|
6.13
|
Maintenance of Effective Leverage Ratio
|
21
|
6.14
|
Redemption and Paying Agent
|
22
|
6.15
|
Cooperation in the Sale of the VMTP Shares
|
22
|
6.16
|
Securities Depository
|
22
|
6.17
|
Future Agreements
|
22
|
6.18
|
[Intentionally left blank]
|
23
|
6.19
|
Tax Opinion in Connection with Extension of Term Redemption Date
|
23
|
ARTICLE VII MISCELLANEOUS
|
23
|
|
7.1
|
Notices
|
23
|
7.2
|
No Waivers
|
24
|
7.3
|
Expenses and Indemnification
|
25
|
7.4
|
Amendments and Waivers
|
27
|
7.5
|
Successors and Assigns
|
27
|
7.6
|
Term of this Agreement
|
28
|
7.7
|
Governing Law
|
28
|
7.8
|
Waiver of Jury Trial
|
28
|
7.9
|
Counterparts
|
28
|
7.10
|
Beneficiaries
|
28
|
7.11
|
Entire Agreement
|
29
|
7.12
|
Relationship to the Statement
|
29
|
7.13
|
Confidentiality
|
29
|
7.14
|
Severability
|
30
|
7.15
|
Consent Rights of the Majority Participants to Certain Actions
|
30
|
7.16
|
Disclaimer of Liability of Officers, Trustees and Beneficiaries
|
31
|
SCHEDULE I
|
Schedule 1-1
|
|
EXHIBIT A:
|
FORMS OF OPINIONS OF COUNSEL FOR THE FUND
|
A-1
|
EXHIBIT A-1:
|
FORM OF CORPORATE AND 1940 ACT OPINION
|
A-1-1
|
EXHIBIT A-2:
|
FORM OF TAX OPINION
|
A-2-1
|
EXHIBIT A-3:
|
FORM OF LOCAL COUNSEL OPINION
|
A-3-1
|
EXHIBIT B:
|
ELIGIBLE ASSETS
|
B-1
|
EXHIBIT C:
|
TRANSFEREE CERTIFICATE
|
C-1
|
EXHIBIT D:
|
INFORMATION TO BE PROVIDED BY THE FUND
|
D-1
|
1.1
|
Incorporation of Certain Definitions by Reference
|
2.1
|
Purchase, Exchange and Transfer of the VMTP Shares
|
2.3
|
Additional Fee for Failure to Comply with Reporting Requirement orRegistration Rights Failure
|
4.1
|
Existence
|
4.2
|
Authorization; Contravention
|
4.3
|
Binding Effect
|
4.4
|
Financial Information
|
4.5
|
Litigation
|
4.6
|
Consents
|
4.7
|
Offering of VMTP Shares
|
4.8
|
Complete and Correct Information
|
4.9
|
Offering Memorandum
|
4.10
|
1940 Act Registration
|
4.11
|
Effective Leverage Ratio; Asset Coverage
|
4.12
|
Eligible Assets
|
4.13
|
Credit Quality
|
4.14
|
Due Diligence
|
4.15
|
Capital Structure
|
4.16
|
Certain Fees
|
4.17
|
Intent to Issue Equity
|
5.1
|
Existence
|
5.2
|
Authorization; Contravention
|
5.3
|
Binding Effect
|
5.4
|
Own Account
|
5.5
|
Litigation
|
5.6
|
Consents
|
5.7
|
Experience of the Purchaser
|
5.8
|
Access to Information
|
5.9
|
Certain Transactions
|
5.10
|
Due Diligence
|
5.11
|
Certain Fees
|
5.12
|
Intent to Purchase Equity
|
6.1
|
Information
|
6.2
|
No Amendment or Certain Other Actions Without Consent of the Purchaser
|
6.3
|
Maintenance of Existence
|
6.4
|
Tax Status of the Fund
|
6.5
|
Payment Obligations
|
6.6
|
Compliance With Law
|
6.7
|
Maintenance of Approvals: Filings, Etc.
|
6.8
|
Inspection Rights
|
6.9
|
Litigation, Etc.
|
6.10
|
1940 Act Registration
|
6.11
|
Eligible Assets
|
6.12
|
Credit Quality
|
6.13
|
Maintenance of Effective Leverage Ratio
|
6.14
|
Redemption and Paying Agent
|
6.15
|
Cooperation in the Sale of VMTP Shares
|
6.16
|
Securities Depository
|
6.17
|
Future Agreements
|
6.18
|
[Intentionally left blank]
|
6.19
|
Tax Opinion in Connection with Extension of Term Redemption Date
|
7.1
|
Notices
|
(a)
|
if to the Fund:
|
(b)
|
if to Banc of America:
|
7.2
|
No Waivers
|
7.3
|
Expenses and Indemnification
|
7.4
|
Amendments and Waivers
|
7.5
|
Successors and Assigns
|
7.6
|
Term of this Agreement
|
7.7
|
Governing Law
|
7.8
|
Waiver of Jury Trial
|
7.9
|
Counterparts
|
7.10
|
Beneficiaries
|
7.11
|
Entire Agreement
|
7.12
|
Relationship to the Statement
|
7.13
|
Confidentiality
|
7.14
|
Severability
|
7.15
|
Consent Rights of the Majority Participants to Certain Actions
|
7.16
|
Disclaimer of Liability of Officers, Trustees and Beneficiaries
|
INVESCO TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
By: /s/ Amanda Roberts
Name: Amanda Roberts Title: Assistant Secretary |
BANC OF AMERICA PREFERRED FUNDING CORPORATION
By: /s/ Michael Jentis
Name: Michael Jentis Title: Managing Director |
Description of Shares: |
904 Invesco Trust For Investment Grade New York Municipals Variable Rate Muni Term Preferred Shares, Series 2015/6-VTN, with a Liquidation Preference of $100,000 per share ("VMTP Shares").
|
i.
|
"Municipal securities," defined as obligations of a State, the District of Columbia, a U.S. territory, or a political subdivision thereof, and including general obligations, limited obligation bonds, revenue bonds, and obligations that satisfy the requirements of section 142(b)(1) of the Internal Revenue Code of 1986 issued by or on behalf of any State, the District of Columbia, any U.S. territory or any political subdivision thereof, including any municipal corporate instrumentality of 1 or more States, or any public agency or authority of any State, the District of Columbia, any U.S. territory or any political subdivision thereof, including obligations of any of the foregoing types related to financing a 501(c)(3) organization. The purchase of any municipal security will be based upon the Investment Adviser's assessment of an asset's relative value in terms of current yield, price, credit quality, and future prospects; and the Investment Adviser will monitor the creditworthiness of the Fund's portfolio investments and analyze economic, political and demographic trends affecting the markets for such assets. Eligible Assets shall include any municipal securities that at the time of purchase are paying scheduled principal and interest or if at the time of purchase are in payment default, then in the sole judgment of the Investment Adviser are expected to produce payments of principal and interest whose present value exceeds the purchase price.
|
ii.
|
Debt obligations of the United States.
|
iii.
|
Debt obligations issued, insured, or guaranteed by a department or an agency of the U.S. Government, if the obligation, insurance, or guarantee commits the full faith and credit of the United States for the repayment of the obligation.
|
iv.
|
Debt obligations of the Washington Metropolitan Area Transit Authority guaranteed by the Secretary of Transportation under Section 9 of the National Capital Transportation Act of 1969.
|
v.
|
Debt obligations of the Federal Home Loan Banks.
|
vi.
|
Debt obligations, participations or other instruments of or issued by the Federal National Mortgage Association or the Government National Mortgage Association.
|
vii.
|
Debt obligations which are or ever have been sold by the Federal Home Loan Mortgage Corporation pursuant to sections 305 or 306 of the Federal Home Loan Mortgage Corporation Act.
|
viii.
|
Debt obligations of any agency named in 12 U.S.C. § 24(Seventh) as eligible to issue obligations that a national bank may underwrite, deal in, purchase and sell for the bank's own account, including qualified Canadian government obligations.
|
ix.
|
Debt obligations of the Fund other than those specified in (i) through (viii) above that are "investment grade" and that are "marketable." For these purposes, an obligation is
|
·
|
it is registered under the Securities Act;
|
·
|
it is offered and sold pursuant to Securities and Exchange Commission Rule 144A; 17 CFR 230.144A; or
|
·
|
it can be sold with reasonable promptness at a price that corresponds reasonably to its fair value; and
|
·
|
the obligor had adequate capacity to meet financial commitments under the security for the projected life of the asset or exposure, which capacity is presumed if the risk of default by the obligor is low and the full and timely repayment of the principal and interest is expected.
|
x.
|
Certificates or other securities evidencing ownership interests in a municipal bond trust structure (generally referred to as a tender option bond structure) that invests in (a) debt obligations of the types described in (i) above or (b) depository receipts reflecting ownership interests in accounts holding debt obligations of the types described in (i) above.
|
xi.
|
The bonds, notes and other debt securities referenced in (A) above shall be defined as Eligible Assets. An asset shall not lose its status as an Eligible Asset solely by virtue of the fact that:
|
·
|
it provides for repayment of principal and interest in any form including fixed and floating rate, zero interest, capital appreciation, discount, leases, and payment in kind; or
|
·
|
it is for long-term or short-term financing purposes.
|
i.
|
Interest rate derivatives;
|
ii.
|
Swaps, futures, forwards, structured notes, options and swaptions related to Eligible Assets or on an index related to Eligible Assets; or
|
iii.
|
Credit default swaps.
|
i.
|
Shares of other investment companies (open- or closed-end funds and ETFs) the assets of which consist entirely of Eligible Assets based on the Investment Adviser's assessment of the assets of each such investment company taking into account the investment company's most recent publicly available schedule of investments and publicly disclosed investment policies.
|
ii.
|
Cash;
|
iii.
|
Repurchase agreements on assets described in A above; or
|
iv.
|
Taxable fixed-income securities, for the purpose of acquiring control of an issuer whose municipal bonds (a) the Fund already owns and (b) have deteriorated or are expected shortly to deteriorate that such investment should enable the Fund to better maximize its existing investment in such Fund, provided that the Fund may invest no more than 0.5% of its total assets in such securities.
|
Date:
|
Name of Transferee (use exact name in which Transferred Shares are to be registered):
Authorized Signature Print Name and Title Address of Transferee for Registration of Transferred Shares: Transferee's taxpayer identification number: |
CUSIP
|
Portfolio Name
|
Description
|
Market Value
|
Par Value
|
Rating
|
State
|
[·]
|
[·]
|
[·]
|
[·]
|
[·]
|
[·]
|
[·]
|