Re:
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Invesco Value Municipal Income Trust (IIM) (File No. 333-180582)
Invesco Van Kampen Municipal Trust (VKQ) (File No. 333-180599)
Invesco Municipal Income Opportunities Trust (OIA) (File No. 333-180587)
Invesco Quality Municipal Income Trust (IQI) (File No. 333-180594)
Invesco Van Kampen High Income Trust II (VLT) (File No. 333-180591)
Invesco Van Kampen California Value Municipal Income Trust (VCV) (File No. 333-180598)
Invesco Van Kampen Municipal Opportunity Trust (VMO) (File No. 333-180596)
Invesco Van Kampen Trust for Investment Grade New York Municipals (VTN) (File No.333-180595)
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1.
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Comment: The N-14s contain many blanks that must be completed.
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2.
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Comment: Under “What effect will a Redomestication have on me as a shareholder?” highlight in the body of the document the material differences between a Massachusetts business trust and a Delaware statutory trust, including an explanation that shareholders will experience diminution of control under the Delaware statutory trust. Please also discuss the material differences between the statutes governing Massachusetts business trusts and Delaware statutory trusts in the body of the document.
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3.
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Comment: The section “What are the reasons for the proposed Mergers?” in certain N-14s indicates that shareholders will become shareholders of a larger Fund that may have “lower expense ratios, which could increase yields.” Please confirm that this statement is consistent with the information in the expense tables for each N-14.
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4.
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Comment: In the “How do the Funds’ principal risks compare?” section of each N-14, please highlight any material differences between the principal risks of the Acquiring Fund and the Target Fund(s).
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5.
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Comment: Please include the full name of each Target Fund and Acquiring Fund in the headings to the expense table, except that abbreviations may be used for the pro forma columns.
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6.
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Comment: A footnote to the fee table indicates that pro forma fees are estimated as if the Reorganization had been completed as of March 1, 2011. Why are the pro forma figures not as of a more recent date?
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7.
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Comment: Please disclose any applicable advisory fee waiver recoupment provisions in a footnote to the expense tables.
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8.
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Comment: In the expense tables and the “How do the management, investment adviser and other service providers of the Funds compare?” section of each N-14, please show the net effective advisory fee rate for the Target and Acquiring Funds.
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9.
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Comment: Under the “Will there be any tax consequences resulting from the Mergers?” section of each N-14, disclose if there will be any pre-merger sale of non-conforming securities that will result in taxable gain to shareholders of the Target Funds.
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10.
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Comment: In the “Principal Investment Strategies” section of the N-14s, any 80% policies required by Rule 35d-1 should be revised to state “80% of total assets or net assets plus any borrowings.”
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11.
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Comment: In the “Principal Investment Strategies” section of each N-14, any discussion of derivatives should include detailed, fund-specific disclosure per the SEC staff’s July 30, 2010 letter to the Investment Company Institute entitled “Derivatives-Related Disclosures by Investment Companies.”
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12.
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Comment: In the “Principal Investment Strategies” section of each N-14, please disclose any material differences between the historical portfolio turnover rates of the Acquiring Fund and the Target Fund(s).
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13.
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Comment: In the “Principal Risks of an Investment in the Funds” section of each N-14, please clarify that pay-in-kind bonds are speculative and subject to a higher risk of default.
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14.
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Comment: Please revise the “Election of Trustees by the Funds” section of each N-14 so that any information that is required to be in the body of the document by Schedule 14A is included in the body of the document rather than in an exhibit thereto.
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15.
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Comment: Please clarify in the exhibit “Information Regarding the Funds’ Trustees” that the column “Other directorships held by the Trustees” includes all other directorships held over the past five years.
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16.
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Comment: Please explain why Appendix C entitled “Strategic Transactions” is included as an appendix to the joint SAI.
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17.
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Comment: The fee table in certain N-14s indicates that Target Fund expenses are increasing as a result of the Merger. Please state clearly in a prominent place in the proxy statement/prospectus that expenses are increasing, where applicable.
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18.
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Comment: In the Invesco Value Municipal Income Trust (IIM) N-14, Please disclose any differences in the Target and Acquiring Funds’ average weighted maturity and duration.
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19.
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Comment: In the “Capital Structure of the Funds” section, please highlight the differences in capital structure between IMS and the Acquiring Fund in a prominent place for IMS shareholders.
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20.
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Comment: Please explain why IIM is the Acquiring Fund in this Merger.
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21.
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Comment: In the Invesco Van Kampen Municipal Trust (VKQ) N-14, in the “What are the reasons for the proposed Mergers?” section of the N-14, you state that “[t]he Mergers are being proposed to reduce the number of closed-end funds with similar investment processes and investment philosophies managed by the Adviser.” Please revise, as this sentence does not seem accurate for this N-14 given the differences among the Target Funds and the Acquiring Fund.
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22.
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Comment: In the Invesco Van Kampen Municipal Trust (VKQ) N-14, in the “What effect will a Merger have on me as a shareholder?” section of the N-14, please highlight (by using bold font and/or underlining) that Target Fund shareholders will lose the benefit of their respective Massachusetts, Ohio or New Jersey state tax exemptions if the Mergers are approved.
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23.
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Comment: In the Invesco Van Kampen Municipal Trust (VKQ) N-14, please highlight all significant differences among the strategies and risks of the Funds in the sections “How do the Funds’ investment objectives and principal investment strategies compare?” and “How do the Funds’ principal risks compare?”
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24.
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Comment: In the Invesco Van Kampen Municipal Trust (VKQ) N-14, in the “How do the after tax performance records of the Funds compare?” section, please disclose any impact on after-tax performance that would result if the increased state specific taxes are factored into the after-tax return figures.
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25.
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Comment: In the Invesco Van Kampen Municipal Trust (VKQ) N-14, in the “Principal Risks of an Investment in the Funds” section, please show the differences in the Funds’ risk profiles given that the Target Funds are state specific and the Acquiring Fund is not.
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26.
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Comment: In the Invesco Van Kampen Municipal Trust (VKQ) N-14, in the “Board Considerations in Approving the Mergers” section, you state that the Boards considered that “Target Fund shareholders living in Massachusetts, Ohio or New Jersey, respectively, will lose the benefit of their respective Massachusetts, Ohio or New Jersey state tax exemption…” Please state what the Board concluded regarding this loss of tax benefits.
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27.
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Comment: With respect to the Invesco Municipal Income Opportunities Trust (OIA) N-14, please confirm whether any of the Funds use leverage and, if so, add disclosure describing the differences in the risks of such Funds given their use of leverage.
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28.
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Comment: In the Invesco Quality Municipal Income Trust (IQI) N-14, in the footnote to the expense table marked by an asterisk please confirm the accuracy of these statements regarding the time period required for shareholders to recoup the costs of the Mergers.
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29.
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Comment: In the Invesco Van Kampen California Value Municipal Income Trust (VCV) N-14, in the “Board Considerations in Approving the Mergers” section, you state that “each Target Fund’s Board considered the Acquiring Fund’s contractual advisory fee rate in light of the benefits of retaining the Adviser as the Acquiring Fund’s investment adviser…” Please explain whether the Board considered the magnitude of the difference in advisory fee rates between the Target Fund and the Acquiring Fund.
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30.
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Comment: In the Invesco Van Kampen High Income Trust II (VLT) N-14, the “Principal Risks of an Investment in the Funds” section indicates that the risks of the
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