As filed with the Securities and Exchange Commission on June 30, 2005
Securities Act File No. 333-
Investment Company Act File No. 811-7083
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM N-2
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] PRE-EFFECTIVE AMENDMENT NO.
[ ] POST-EFFECTIVE AMENDMENT NO.
AND/OR
[X] REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
[X] AMENDMENT NO. 5
(Check appropriate box or boxes)
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MUNIYIELD ARIZONA FUND, INC.
(Exact Name of Registrant as Specified in Charter)
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800 Scudders Mill Road
Plainsboro, New Jersey 08536
(Address of Principal Executive Offices)
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(609) 282-2800
(Registrant's Telephone Number, Including Area Code)
--------------------
Robert C. Doll, Jr.
MuniYield Arizona Fund, Inc.
800 Scudders Mill Road, Plainsboro, New Jersey 08536
Mailing Address: P.O. Box 9011, Princeton, New Jersey 08543-9011
(Name and Address of Agent for Service)
--------------------
Copies to:
Andrew J. Donohue, Esq. Frank P. Bruno, Esq.
FUND ASSET MANAGEMENT, L.P. SIDLEY AUSTIN BROWN & WOOD LLP
P.O. Box 9011 787 Seventh Avenue
Princeton, New Jersey 08543-9011 New York, New York 10019-6018
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Approximate date of proposed public offering: As soon as practicable
after the effective date of this Registration Statement.
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If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [_]
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount being Offering Price Per Aggregate Offering Registration
Being Registered Registered Unit (1) Price (1) Fee(2)
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Auction Market Preferred Stock........... 400 shares $25,000 $10,000,000 $1,177
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Transmitted prior to the filing date to the designated lockbox of the
Securities and Exchange Commission at Mellon Bank in Pittsburgh, PA.
The Registrant hereby amends this Registration Statement on such date or dates
as may become necessary to delay its effective date until the Registrant shall
file a further amendment, which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to Completion
Preliminary Prospectus dated June 30, 2005
PROSPECTUS
$10,000,000
MuniYield Arizona Fund, Inc.
Auction Market Preferred Stock ("AMPS")
400 Shares, Series C
Liquidation Preference $25,000 per Share
--------------------
MuniYield Arizona Fund, Inc. is a non-diversified, closed-end fund.
The investment objective of the Fund is to provide shareholders with as high a
level of current income exempt from Federal and Arizona income taxes as is
consistent with its investment policies and prudent investment management. The
Fund seeks to achieve its investment objective by investing, as a fundamental
policy, at least 80% of an aggregate of the Fund's net assets (including
proceeds from the issuance of any preferred stock), and the proceeds of any
borrowings for investment purposes, in a portfolio of municipal obligations
the interest on which, in the opinion of bond counsel to the issuer, is
excludable from gross income for Federal income tax purposes (except that the
interest may be includable in taxable income for purposes of the Federal
alternative minimum tax) and exempt from Arizona income tax. Under normal
market conditions, the Fund expects to invest at least 75% of its total assets
in municipal obligations that are rated investment grade or, if unrated, are
considered by the Fund's investment adviser to be of comparable quality. The
Fund may invest up to 25% of its total assets in municipal obligations that
are rated below investment grade (commonly known as "junk" bonds) or, if
unrated, are considered by the Fund's investment adviser to possess similar
credit characteristics. The Fund may invest in certain tax exempt securities
classified as "private activity bonds," as discussed within, that may subject
certain investors in the Fund to an alternative minimum tax. There can be no
assurance that the Fund's investment objective will be realized.
(continued on following page)
Investing in the AMPS involves certain risks that are described in
the "Risk Factors and Special Considerations" section beginning on page 7 of
this prospectus. The minimum purchase amount for the AMPS is $25,000.
--------------------
Per Share Total
------------------ ---------------------
Public offering price............................................. $25,000 $10,000,000
Underwriting discount............................................. $250 $100,000
Proceeds, before expenses, to the Fund(1)......................... $24,750 $9,900,000
(1) The estimated offering expenses payable by the Fund are $[ ].
The public offering price per share will be increased by the amount
of accumulated dividends, if any, from the date the shares are first issued.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
One certificate for the AMPS will be ready for delivery to the
nominee of The Depository Trust Company on or about [ ], 2005.
--------------------
Merrill Lynch & Co.
--------------------
The date of this prospectus is [ ], 2005.
This prospectus contains information you should know before
investing, including information about risks. Please read it before you invest
and keep it for future reference. The Fund's statement of additional
information dated [ ], 2005 contains further information about the Fund and is
incorporated by reference (legally considered to be part of this prospectus)
and the table of contents of the statement of additional information appears
on page [ ] of this prospectus. A copy of the statement of additional
information and copies of the Fund's semi-annual and annual reports may be
obtained without charge by writing to the Fund at its address at 800 Scudders
Mill Road, Plainboro, New Jersey 08536 or by calling the Fund at (800)
543-6217. In addition, you may request other information about the Fund or
make stockholder inquiries by calling the Fund toll-free at (800) 543-6217. In
addition, the Securities and Exchange Commission maintains a Web site
(http://sec.gov) that contains the statement of additional information,
material incorporated by reference and other information regarding registrants
that file electronically with the Securities and Exchange Commission. The Fund
does not maintain a website.
Certain capitalized terms used herein not otherwise defined in this
prospectus have the meaning provided in the Glossary at the back of this
prospectus.
TABLE OF CONTENTS
Prospectus Summary..........................................................5
Risk Factors and Special Considerations....................................12
Financial Highlights.......................................................17
The Fund...................................................................20
Use of Proceeds............................................................20
Capitalization.............................................................20
Portfolio Composition......................................................20
Investment Objective and Policies..........................................21
Other Investment Policies..................................................30
Description of AMPS........................................................33
The Auction................................................................39
Rating Agency Guidelines...................................................47
Investment Advisory and Management Arrangements............................48
Taxes .....................................................................49
Description of Capital Stock...............................................50
Custodian..................................................................52
Underwriting...............................................................52
Transfer Agent, Dividend Disbursing Agent and Registrar....................53
Accounting Services Provider...............................................53
Legal Opinions.............................................................53
Independent Registered Public Accounting Firm and Experts..................53
Additional Information.....................................................54
Table of Contents of Statement of Additional Information...................55
Glossary...................................................................56
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Information about the Fund can be reviewed and copied at the
Securities and Exchange Commission's Public Reference Room in Washington, D.C.
Call 1-202-942-8090 for information on the operation of the public reference
room. This information is also available on the Securities and Exchange
Commission's Internet site at http://www.sec.gov and copies may be obtained
upon payment of a duplicating fee by writing to the Public Reference Section
of the Securities and Exchange Commission, Washington, D.C. 20549-0102.
-------------------
You should rely only on the information contained in this prospectus.
We have not, and the underwriter has not, authorized any other person to
provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. We are not, and the
underwriter is not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate only as of the date
on the front cover of this prospectus. Our business, financial condition,
results of operations and prospects may have changed since that date.
4
PROSPECTUS SUMMARY
This summary is qualified in its entirety by reference to the
detailed information included in this prospectus and the statement of
additional information.
The Fund MuniYield Arizona Fund, Inc. is a
non-diversified, closed-end management
investment company.
The Offering The Fund is offering a total of 400 shares of
Auction Market Preferred Stock, Series C,
at a purchase price of $25,000 per share plus
accumulated dividends, if any, from the date the
shares are first issued. The shares of AMPS are
being offered by Merrill Lynch, Pierce, Fenner &
Smith Incorporated ("Merrill Lynch"), as
underwriter.
The Series C AMPS will be shares of preferred
stock of the Fund that entitle their holders to
receive cash dividends at an annual rate that
may vary for the successive dividend periods. In
general, except as described below, each
dividend period for the Series C AMPS following
the initial dividend period will be seven days.
The applicable dividend for a particular
dividend period will be determined by an auction
conducted on the business day next preceding the
start of that dividend period.
Investors and potential investors in shares of
Series C may participate in auctions for the
AMPS through their broker-dealers.
Generally, AMPS investors will not receive
certificates representing ownership of their
shares. Ownership of AMPS will be maintained in
book-entry form by the securities depository
(The Depository Trust Company) or its nominee
for the account of the investor's agent member
(generally the investor's broker-dealer). The
investor's agent member, in turn, will maintain
records of such investor's beneficial ownership
of AMPS.
Investment Objective The investment objective of the Fund is to
and Policies provide shareholders with as high a level of
current income exempt from Federal and Arizona
income taxes as is consistent with its
investment policies and prudent investment
management. The Fund seeks to achieve its
investment objective by investing, as a
fundamental policy, at least 80% of an aggregate
of the Fund's net assets (including proceeds
from the issuance of any preferred stock), and
the proceeds of any borrowings for investment
purposes, in a portfolio of municipal
obligations issued by or on behalf of the State
of Arizona, its political subdivisions, agencies
and instrumentalities and by other qualifying
issuers, each of which pays interest that, in
the opinion of bond counsel to the issuer, is
excludable from gross income for Federal income
tax purposes (except that the interest may be
includable in taxable income for purposes of the
Federal alternative minimum tax) and exempt from
Arizona income tax ("Arizona Municipal Bonds").
The Fund also may invest in municipal
obligations issued by or on behalf of states,
territories and possessions of the United States
and their political subdivisions, agencies or
instrumentalities, each of which pays interest
that is excludable from gross income for Federal
income tax purposes, in the opinion of bond
counsel to the issuer, but is not exempt from
gross income for Arizona income tax purposes
("Municipal Bonds"). In general, the Fund does
not intend for its investments to earn a large
amount of interest income that is not exempt
from Federal income tax (except that the
interest may be includable in taxable income for
purposes of the Federal alternative minimum tax)
or Arizona income tax. There can be no assurance
that the Fund's investment objective will be
realized.
Maturity. The average maturity of the Fund's
portfolio securities varies from time to time
based upon an assessment of economic and market
conditions by Fund Asset Management, L.P., the
Fund's investment adviser (the "Investment
Adviser"). The Fund intends to invest primarily
in long term Arizona Municipal Bonds and
Municipal Bonds (that is, Arizona Municipal
Bonds and Municipal Bonds with maturities of
more than ten
5
years). However, the Fund also may invest in
intermediate term Arizona Municipal Bonds and
Municipal Bonds with maturities of between three
years and ten years. The Fund also may invest
from time to time in short term Arizona
Municipal Bonds and Municipal Bonds with
maturities of less than three years.
Investment Grade Municipal Bonds. Under normal
market conditions, the Fund expects to invest at
least 75% of its total assets in Arizona
Municipal Bonds and Municipal Bonds that are
rated investment grade by one or more nationally
recognized statistical rating organizations
("NRSROs") (Baa or higher by Moody's Investors
Service, Inc. ("Moody's") or BBB or higher by
Standard & Poor's ("S&P") or Fitch Ratings
("Fitch")) or in unrated bonds considered by the
Investment Adviser to be of comparable quality.
In assessing the quality of Municipal Bonds, the
Investment Adviser takes into account any
letters of credit or similar credit enhancement
to which particular Municipal Bonds are entitled
and the creditworthiness of the financial
institution that provided such credit
enhancement.
"High Yield" or "Junk" Bonds. The Fund may
invest up to 25% of its total assets in high
yield Arizona Municipal Bonds and Municipal
Bonds (commonly known as "junk" bonds) that are
rated below investment grade by the NRSROs (Ba
or lower by Moody's or BB or lower by S&P or
Fitch) or are unrated securities that are
considered by the Investment Adviser to possess
similar credit characteristics. Although junk
bonds generally pay higher rates of interest
than investment grade bonds, they are high risk
investments that may cause income and principal
losses for the Fund. Junk bonds generally are
less liquid and experience more price volatility
than higher rated debt securities. The issuers
of junk bonds may have a larger amount of
outstanding debt relative to their assets than
issuers of investment grade bonds. In the event
of an issuer's bankruptcy, claims of other
creditors may have priority over the claims of
junk bond holders, leaving few or no assets
available to repay junk bond holders. Junk bonds
may be subject to greater call and redemption
risk than higher rated debt securities.
Indexed and Inverse Floating Rate Securities.
The Fund may invest in securities whose
potential returns are directly related to
changes in an underlying index or interest rate,
known as indexed securities. The return on
indexed securities will rise when the underlying
index or interest rate rises and fall when the
index or interest rate falls. The Fund may also
invest in securities whose return is inversely
related to changes in an interest rate (inverse
floaters). In general, income on inverse
floaters will decrease when short term interest
rates increase and increase when short term
interest rates decrease. Investments in inverse
floaters may subject the Fund to the risks of
reduced or eliminated interest payments and loss
of principal. In addition, certain indexed
securities and inverse floaters may increase or
decrease in value at a greater rate than the
underlying interest rate, which effectively
leverages the Fund's investment. As a result,
the market value of such securities will
generally be more volatile than that of fixed
rate, tax exempt securities. Both indexed
securities and inverse floaters are derivative
securities and can be considered speculative.
Hedging Transactions. The Fund may seek to hedge
its portfolio against changes in interest rates
using options and financial futures contracts or
swap transactions. The Fund's hedging
transactions are designed to reduce volatility,
but come at some cost. For example, the Fund may
try to limit its risk of loss from a decline in
price of a portfolio security by purchasing a
put option. However, the Fund must pay for the
option, and the price of the security may not in
fact drop. In large part, the success of the
Fund's hedging activities depends on its ability
to forecast movements in securities prices and
interest rates. The Fund is not required to
hedge its portfolio and may choose not to do so.
The Fund cannot guarantee that any hedging
strategies it uses will work.
Swap Agreements. The Fund is authorized to enter
into swap agreements, which are over-
6
the-counter contracts in which one party agrees
to make periodic payments based on the change in
the market value of a specific bond, basket of
bonds or index in return for periodic payments
based on a fixed or variable interest rate or
the change in market value of a different bond,
basket of bonds or index. Swap agreements may be
used to obtain exposure to a bond or market
without owning or taking physical custody of
securities.
Tax Considerations. While exempt interest
distributions derived from interest or gains on
Arizona Municipal Bonds are excluded from gross
income for Federal income tax and exempt from
Arizona income tax (if certain requirements are
met), they may be subject to the Federal
alternative minimum tax in certain
circumstances. Distributions of any capital gain
or other taxable income will be taxable to
stockholders. The Fund may not be a suitable
investment for investors subject to the Federal
alternative minimum tax or who would become
subject to such tax by investing in the Fund.
See "Taxes."
Risk Factors Set forth below is a summary of the main risks
of investing in the Fund's Series C AMPS. For a
more detailed description of the main risks as
well as certain other risks associated with
investing in the Fund's Series C AMPS, see "Risk
Factors and Special Considerations."
o The credit ratings of the AMPS could be
reduced or terminated while an investor holds
the AMPS, which could affect liquidity.
o Neither broker-dealers nor the Fund are
obligated to purchase shares of AMPS in an
auction or otherwise, nor is the Fund required
to redeem shares of AMPS in the event of a
failed auction.
o If sufficient bids do not exist in an auction,
the applicable dividend rate will be the
maximum applicable dividend rate, and in such
event, owners of AMPS wishing to sell will not
be able to sell all, and may not be able to
sell any, AMPS in the auction. As a result,
investors may not have liquidity of investment.
o As a result of bidding by broker-dealers in an
auction for their own account, the dividend
rate that would apply at the auction may be
higher or lower than the rate that would have
prevailed had the broker-dealer not bid.
o A broker-dealer may bid in an auction in order
to prevent what would otherwise be (i) a failed
auction, (ii) an "all-hold" auction, or (iii)
an applicable dividend rate that the broker-
dealer believes, in its sole discretion, does
not reflect the market for the AMPS at the time
of the auction.
o The relative buying and selling interest of
market participants in AMPS and in the auction
rate securities market as a whole will vary
over time, and such variations may be affected
by, among other things, news relating to the
issuer, the attractiveness of alternative
investments, the perceived risk of owning the
security (whether related to credit, liquidity
or any other risk), the tax treatment accorded
the instruments, the accounting treatment
accorded auction rate securities, including
recent clarifications of U.S. generally
accepted principles relating to the treatment
of auction rate securities, reactions to
regulatory actions or press reports, financial
reporting cycles and market sentiment
generally. Shifts of demand in response to
any one or simultaneous particular events
cannot be predicted and may be short-lived or
exist for longer periods.
o Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") has advised the
Fund that it and various other broker-dealers
and other firms that participate in the
auction rate securities market received letters
from the staff of the Securities and
7
Exchange Commission last spring. The letters
requested that each of these firms voluntarily
conduct an investigation regarding its
respective practices and procedures in that
market. Pursuant to this request, Merrill
Lynch conducted its own voluntary review and
reported its findings to the Securities and
Exchange Commission staff. At the Securities
and Exchange Commission staff's request,
Merrill Lynch, together with certain other
broker-dealers and other firms that participate
in the auction rate securities market, is
engaging in discussions with the Securities
and Exchange Commission staff concerning its
inquiry. Neither Merrill Lynch nor the Fund
can predict the ultimate outcome of the
inquiry or how that outcome will affect the
market for the AMPS or the auctions.
o Broker-dealers have no obligation to maintain
a secondary trading market in the AMPS outside
of auctions and there can be no assurance that
a secondary market for the AMPS will develop
or, if it does develop, that it will provide
holders with a liquid trading market. An
increase in the level of interest rates likely
will have an adverse effect on the secondary
market price of the AMPS, and a selling
stockholder may have to sell AMPS between
auctions at a price per share of less than
$25,000.
o The Fund will issue the AMPS only if the AMPS
have received a rating of Aaa from Moody's and
AAA from S&P. Under certain circumstances, the
Fund may voluntarily terminate compliance with
Moody's or S&P guidelines, or both, in which
case the AMPS may no longer be rated by Moody's
or S&P, as applicable, but will be rated by at
least one rating agency.
o The Fund is more exposed to risks affecting
Arizona Municipal Bonds than a municipal bond
fund that invests more widely.
o The Fund issues shares of AMPS, which
generally pay dividends based on short term
interest rates. The Fund generally will
purchase Arizona Municipal Bonds and Municipal
Bonds that pay interest at fixed or adjustable
rates. If market interest rates rise, this
could negatively impact the value of the Fund's
investment portfolio, reducing the amount of
assets serving as asset coverage for the AMPS.
If the asset coverage becomes too low, the Fund
may be required to redeem some or all of the
shares of AMPS.
o The Fund is registered as a "non-diversified"
investment company, the Fund may invest a
greater percentage of its assets in a single
issuer than a diversified investment company.
Since the Fund may invest a relatively high
percentage of its assets in a limited number of
issuers, the Fund may be more exposed to any
single economic, political or regulatory
occurrence than a more widely diversified fund.
o The amount of public information available
about Arizona Municipal Bonds and Municipal
Bonds in the Fund's portfolio is generally less
than that for corporate equities or bonds, and
the investment performance of the Fund may,
therefore, be more dependent on the analytical
abilities of the Investment Adviser than the
performance of a stock fund or taxable bond
fund.
o The Fund's investments in Arizona Municipal
Bonds and Municipal Bonds are subject to
interest rate and credit risk. Interest rate
risk is the risk that prices of Arizona
Municipal Bonds and Municipal Bonds generally
increase when interest rates decline and
decrease when interest rates increase. Prices
of the longer term securities in which the Fund
primarily invests generally change more in
response to interest rates than prices of
shorter term securities. Credit risk is the
risk that the issuer will be unable to pay the
interest or principal when due. Changes in an
issuer's credit rating or the market's
perception of an issuer's creditworthiness may
affect the
8
value of the Fund's investment in that issuer.
o Investments in junk bonds entail a higher
level of credit risk (loss of income and/or
principal) and a corresponding greater risk of
loss than investments in investment grade
Municipal Bonds. Municipal Bonds rated in the
lower rating categories are considered to be
predominantly speculative with respect to
capacity to pay interest and dividend income
and repay principal.
Investment Adviser The Investment Adviser provides investment
advisory and administrative services to the
Fund. For its services, the Fund pays the
Investment Adviser a monthly fee at the annual
rate of 0.50% of the Fund's average weekly net
assets (including any proceeds from the issuance
of preferred stock).
Dividends and Dividend Dividends on the Series C AMPS will be cumulative
Periods from the date the shares are first issued and
payable at the annualized cash dividend rate for
the initial dividend period on the initial
dividend payment date as follows:
Initial
Dividend Initial Dividend Initial Dividend
AMPS Series Rate Period Ending Payment Date
----------------------- ----------- ------------------- --------------------
Series C............... [ ]% [ ], 2005 [ ], 2005
After the initial dividend period, each dividend
period for the Series C AMPS will generally
consist of seven days; provided however, that,
before any auction, the Fund may decide, subject
to certain limitations and only if it gives
notice to holders, to declare a special dividend
period of up to five years.
After the initial dividend period, in the case
of dividend periods that are not special
dividend periods, dividends generally will be
payable on each succeeding [o ] in the case of
the Series C AMPS.
Dividends for the Series C AMPS will be paid
through the securities depository (The
Depository Trust Company) on each dividend
payment date for the AMPS.
For each subsequent dividend period, the auction
agent (The Bank of New York) will hold an
auction to determine the cash dividend rate on
the shares of Series C AMPS.
Determination of Maximum Generally, the applicable dividend rate for any
Dividend Rates dividend period for the Series C AMPS will not be
more than the maximum applicable rate
attributable to such shares. The maximum
applicable rate will be the higher of (A) the
applicable percentage of the reference rate on
the auction date or (B) the applicable spread
plus the reference rate on the auction date. The
reference rate is (A) the higher of the
applicable LIBOR Rate (as defined in the
Glossary) and the Taxable Equivalent of the
Short Term Municipal Bond Rate (as defined in
the Glossary) (for a dividend period or special
dividend period of 364 or fewer days), or (B)
the applicable Treasury Index Rate (as defined
in the Glossary) (for a special dividend period
of 365 days or more). The maximum applicable
rate for the Series C AMPS will depend on the
credit rating assigned to the shares, the length
of the dividend period and whether or not the
Fund has given notification prior to the auction
for the dividend period that any taxable income
will be included in the dividend on the AMPS for
that dividend period. The applicable percentage
and applicable spread are as follows:
Applicable Applicable Applicable Applicable
Credit Ratings Percentage Percentage Spread Over Spread Over
-----------------------------
9
of Reference of Reference Reference Reference
Rate-No Rate- Rate-No Rate-
Moody's S&P Notification Notification Notification Notification
---------- ------------- ------------ ------------ ------------ ------------
Aaa AAA 110% 125% 1.10% 1.25%
Aa3 to Aa1 AA- to AA+ 125% 150% 1.25% 1.50%
A3 to A1 A- to A+ 150% 200% 1.50% 2.00%
Baa3 to Baa1 BBB- to BBB+ 175% 250% 1.75% 2.50%
Below Baa3 Below BBB- 200% 300% 2.00% 3.00%
The applicable percentage and the applicable
spread as so determined may be subject to upward
but not downward adjustment in the discretion of
the Board of Directors of the Fund after
consultation with the broker-dealers
participating in the auction for the AMPS.
There is no minimum applicable dividend rate for
any dividend period.
Other AMPS The Fund has outstanding 1,212 shares of two
other series of Auction Market Preferred Stock,
each with a liquidation preference of $25,000
per share, plus accumulated but unpaid
dividends, for an aggregate initial liquidation
preference of $30,300,000 (the "Other AMPS").
The Other AMPS are as follows: 518 shares of
Auction Market Preferred Stock, Series A; and
694 shares of Auction Market Preferred Stock,
Series B. The Series C AMPS offered hereby rank
on a parity with the Other AMPS with respect to
dividends and liquidation preference.
Asset Maintenance Under the Fund's Articles Supplementary creating
the Series C AMPS (the "Articles
Supplementary"), the Fund must maintain:
o asset coverage of the AMPS and Other AMPS as
required by the rating agencies rating the
AMPS, and
o asset coverage of the AMPS and Other AMPS of
at least 200% as required by the Investment
Company Act of 1940 (the "1940 Act").
The Fund estimates that, based on the
composition of its portfolio at April 30, 2005,
asset coverage of the AMPS and Other AMPS as
required by the 1940 Act would be approximately
[ ]% immediately after the Fund issues the
shares of AMPS offered by this prospectus
representing approximately [ ]% of the Fund's
capital, or approximately [ ]% of the Fund's
common stock equity, immediately after the
issuance of such AMPS.
Mandatory Redemption If the required asset coverage is not maintained
or, when necessary, restored, the Fund must
redeem shares of the AMPS at the price of
$25,000 per share plus accumulated but unpaid
dividends thereon (whether or not earned or
declared). The provisions of the 1940 Act may
restrict the Fund's ability to make such a
mandatory redemption.
Optional Redemption The Fund may, at its option, choose to redeem
all or a some of the shares of AMPS on any
dividend payment date at the price of $25,000
per share, plus accumulated but unpaid dividends
thereon (whether or not earned or declared) plus
any applicable premium.
Liquidation Preference The liquidation preference (that is, the amount
the Fund must pay to holders of AMPS if the Fund
is liquidated) of each share of AMPS will be
$25,000, plus an amount equal to accumulated but
unpaid dividends (whether or not earned or
declared).
Ratings The AMPS will be issued with a rating of Aaa
from Moody's and AAA from S&P.
10
Voting Rights The 1940 Act requires that the holders of AMPS
and any other preferred stock, including the
Other AMPS, voting as a separate class, have the
right to elect at least two directors at all
times and to elect a majority of the directors
at any time when dividends on the AMPS or any
other preferred stock, including the Other AMPS,
are unpaid for two full years. The Fund's
Charter, the 1940 Act and the General
Corporation Laws of the State of Maryland
require holders of AMPS and any other preferred
stock, including the Other AMPS, to vote as a
separate class on certain other matters.
11
RISK FACTORS AND SPECIAL CONSIDERATIONS
An investment in the Fund's AMPS should not constitute a complete
investment program.
Set forth below are the main risks of investing in the Fund's AMPS.
Investment Considerations. Investors in AMPS should consider the
following factors:
o The credit ratings of the AMPS could be reduced or terminated
while an investor holds the AMPS, which could affect liquidity.
o Neither broker-dealers nor the Fund are obligated to purchase
shares of AMPS in an auction or otherwise, nor is the Fund
required to redeem shares of AMPS in the event of a failed
auction.
o If sufficient bids do not exist in an auction, the applicable
dividend rate will be the maximum applicable dividend rate, and
in such event, owners of AMPS wishing to sell will not be able
to sell all, and may not be able to sell any, AMPS in the
auction. As a result, investors may not have liquidity of
investment.
o Broker-dealers may submit orders in auctions for the AMPS for
their own account. If a broker-dealer submits an order for its
own account in any auction, it may have knowledge of orders
placed through it in that auction and therefore have an
advantage over other bidders, but such broker-dealer would not
have knowledge of orders submitted by other broker-dealers in
that auction. As a result of bidding by broker-dealers in an
auction, the dividend rate that would apply at the auction may
be higher or lower than the rate that would have prevailed had
the broker-dealer not bid.
o A broker-dealer may bid in an auction in order to prevent what
would otherwise be (i) a failed auction, (ii) an "all-hold"
auction, or (iii) an applicable dividend rate that the
broker-dealer believes, in its sole discretion, does not
reflect the market for the AMPS at the time of the auction. A
broker-dealer may, but is not obligated to, advise owners of
AMPS that the dividend rate that would apply in an "all-hold"
auction may be lower than would apply if owners submit bids and
such advice, if given, may facilitate the submission of bids by
owners that would avoid the occurrence of an "all-hold"
auction.
o The relative buying and selling interest of market participants
in AMPS and in the auction rate securities market as a whole
will vary over time, and such variations may be affected by,
among other things, news relating to the issuer, the
attractiveness of alternative investments, the perceived risk
of owning the security (whether related to credit, liquidity or
any other risk), the tax treatment accorded the instruments,
the accounting treatment accorded auction rate securities,
including recent clarifications of U.S. generally accepted
principles relating to the treatment of auction rate
securities, reactions to regulatory actions or press reports,
financial reporting cycles and market sentiment generally.
Shifts of demand in response to any one or simultaneous
particular events cannot be predicted and may be short-lived or
exist for longer periods.
o Merrill Lynch has advised the Fund that it and various other
broker-dealers and other firms that participate in the auction
rate securities market received letters from the staff of the
Securities and Exchange Commission last spring. The letters
requested that each of these firms voluntarily conduct an
investigation regarding its respective practices and procedures
in that market. Pursuant to this request, Merrill Lynch
conducted its own voluntary review and reported its findings to
the Securities and Exchange Commission staff. At the Securities
and Exchange Commission staff's request, Merrill Lynch,
together with certain other broker-dealers and other firms that
participate in the auction rate securities market, is engaging
in discussions with the Securities and Exchange Commission
staff concerning its inquiry. Neither Merrill Lynch nor the
Fund can predict the ultimate outcome of the inquiry or how
that outcome will affect the market for the AMPS or the
auctions.
12
Secondary Market. Broker-dealers have no obligation to maintain a
secondary trading market in the AMPS outside of auctions and there can be no
assurance that a secondary market for the AMPS will develop or, if it does
develop, that it will provide holders with a liquid trading market. The AMPS
will not be registered on any stock exchange or on any automated quotation
system. An increase in the level of interest rates likely will have an adverse
effect on the secondary market price of the AMPS, and a selling stockholder
may have to sell AMPS between auctions at a price per share of less than
$25,000.
Rating Agencies. The Fund will issue the AMPS only if the AMPS have
received a rating of Aaa from Moody's and AAA from S&P. As a result of such
ratings the Fund will be subject to guidelines of Moody's, S&P or another
substitute NRSRO that may issue ratings for its preferred stock. These
guidelines may impose asset coverage or portfolio composition requirements
that are more stringent than those imposed by the 1940 Act and may prohibit or
limit the use by the Fund of certain portfolio management techniques or
investments. The Fund does not expect these guidelines to prevent the
Investment Adviser from managing the Fund's portfolio in accordance with the
Fund's investment objective and policies. Also, under certain circumstances,
the Fund may voluntarily terminate compliance with Moody's or S&P's
guidelines, or both, in which case the AMPS may no longer be rated by Moody's
or S&P, as applicable, but will be rated by at least one rating agency.
Arizona Municipal Bonds. The Fund is more exposed to risks affecting
issuers of Arizona Municipal Bonds than in a municipal bond fund that invests
more widely.
During the 1990's, Arizona's efforts to diversify its economy enabled
it to realize and sustain increasing growth rates. Like other areas of the
country, however, Arizona is currently recovering from the effects of the
general economic slowdown that included increased unemployment and lower than
projected State revenues.
After the Arizona Supreme Court ruled in 1994 that the State's system
for financing its public school system was unconstitutional, Arizona adopted a
new method of financing its public schools. This new method of school
financing includes the use of revenues from a voter approved sales tax
increase. As a result of the economic slowdown, however, Arizona revenue
collections from this tax increase have been significantly less than
predicted. For a discussion of economic and other conditions in the State of
Arizona, see Appendix A--"Economic and Other Conditions in Arizona" in the
statement of additional information. [To be reviewed and updated by Arizona
Counsel]
Non-Diversification. The Fund is registered as a "non-diversified"
investment company. This means that the Fund may invest a greater percentage
of its assets in a single issuer than a diversified investment company. Since
the Fund may invest a relatively high percentage of its assets in a limited
number of issuers, the Fund may be more exposed to any single economic,
political or regulatory occurrence than a more widely diversified fund. Even
as a non-diversified fund, the Fund must still meet the diversification
requirements applicable to regulated investment companies under the Federal
income tax laws.
Interest Rate Risk and AMPS. The Fund issues shares of AMPS, which
generally pay dividends based on short-term interest rates. The Fund generally
will purchase Arizona Municipal Bonds and Municipal Bonds that pay interest at
fixed or adjustable rates. If short-term interest rates rise, dividend rates
on the shares of AMPS may rise so that the amount of dividends paid to the
holders of shares of AMPS exceeds the income from the Fund's portfolio
securities. Because income from the Fund's entire investment portfolio (not
just the portion of the portfolio purchased with the proceeds of the AMPS
offering) is available to pay dividends on the shares of AMPS, dividend rates
on the shares of AMPS would need to greatly exceed the Fund's net portfolio
income before the Fund's ability to pay dividends on the shares of AMPS would
be jeopardized. If market interest rates rise, this could negatively impact
the value of the Fund's investment portfolio, reducing the amount of assets
serving as asset coverage for the AMPS. If the asset coverage becomes too low,
the Fund may be required to redeem some or all of the shares of AMPS.
Market Risk and Selection Risk. Market risk is the risk that the bond
market will go down in value, including the possibility that the market will
go down sharply and unpredictably. Selection risk is the risk that the
securities that Fund management selects will underperform the bond market, the
market relevant indices, or other funds with similar investment objectives and
investment strategies.
13
Tax Exempt Securities Market Risk. The amount of public information
available about Arizona Municipal Bonds and Municipal Bonds in the Fund's
portfolio is generally less than that for corporate equities or bonds, and the
investment performance of the Fund may therefore be more dependent on the
analytical abilities of the Investment Adviser than the performance of a stock
fund or taxable bond fund.
Interest Rate and Credit Risk. The Fund invests in Arizona Municipal
Bonds and Municipal Bonds, which are subject to interest rate and credit risk.
Interest rate risk is the risk that prices of Arizona Municipal Bonds and
Municipal Bonds generally increase when interest rates decline and decrease
when interest rates increase. Prices of longer term securities generally
change more in response to interest rate changes than prices of shorter term
securities. The Fund's use of leverage by the issuance of preferred stock and
its investment in inverse floating obligations, as discussed below, may
increase interest rate risk. Because market interest rates are currently near
their lowest levels in many years, there is a greater risk that the Fund's
portfolio will decline in value if interest rates increase in the future.
Credit risk is the risk that the issuer will be unable to pay the interest or
principal when due. Changes in an issuer's credit rating or the market's
perception of an issuer's creditworthiness may affect the value of the Fund's
investment in that issuer. The degree of credit risk depends on both the
financial condition of the issuer and the terms of the obligation.
Risks Associated with Non-Investment Grade Securities. Under normal
market conditions, the Fund expects to invest at least 75% of its total assets
in Arizona Municipal Bonds and Municipal Bonds that are rated investment grade
by Moody's, S&P or Fitch, or in unrated bonds that are considered by the
Investment Adviser to possess similar credit characteristics. Obligations
rated in the lowest investment grade category may have certain speculative
characteristics. The Fund may invest up to 25% of its total assets in Arizona
Municipal Bonds and Municipal Bonds that are rated below investment grade or
are unrated securities that are considered by the Investment Adviser to
possess similar credit characteristics. Securities rated below investment
grade, also known as junk bonds, generally entail greater interest rate and
credit risks than investment grade securities. For example, their prices are
more volatile, economic downturns and financial setbacks may affect their
prices more negatively, and their trading market may be more limited.
Set forth below are certain other risks associated with investing in
the Fund's AMPS.
Call and Redemption Risk. An Arizona Municipal Bond's or Municipal
Bond's issuer may call the bond for redemption before it matures. If this
happens to an Arizona Municipal Bond or Municipal Bond that the Fund holds,
the Fund may lose income and may have to invest the proceeds in Arizona
Municipal Bonds or Municipal Bonds with lower yields.
Rating Categories. The Fund intends to invest primarily in Arizona
Municipal Bonds and Municipal Bonds that are rated investment grade by S&P,
Moody's or Fitch, or in unrated Arizona Municipal Bonds and Municipal Bonds
that are considered by the Investment Adviser to possess similar credit
characteristics. Obligations rated in the lowest investment grade category may
have certain speculative characteristics. For example, their prices are more
volatile, economic downturns and financial setbacks may affect their prices
more negatively, and their trading market may be more limited.
Reinvestment Risk. Reinvestment risk is the risk that income from the
Fund's Municipal Bond portfolio will decline if and when the Fund invests the
proceeds from matured, traded or called bonds at market interest rates that
are below the portfolio's current earnings rate. A decline in income could
negatively affect the Fund's yield, return or the market price of the common
stock.
Private Activity Bonds. The Fund may invest in certain tax exempt
securities classified as "private activity bonds." These bonds may subject
certain investors in the Fund to the Federal alternative minimum tax.
Liquidity of Investments. Certain Arizona Municipal Bonds and
Municipal Bonds in which the Fund invests may lack an established secondary
trading market or are otherwise considered illiquid. Liquidity of a security
relates to the ability to easily dispose of the security and the price to be
obtained and does not generally relate to the credit risk or likelihood of
receipt of cash at maturity. Illiquid securities may trade at a discount from
comparable, more liquid investments.
14
Portfolio Strategies. The Fund may engage in various portfolio
strategies both to seek to increase the return of the Fund and to seek to
hedge its portfolio against adverse effects from movements in interest rates
and in the securities markets. These portfolio strategies include the use of
derivatives, such as indexed securities, inverse floating rate securities,
options, futures, options on futures, interest rate swap transactions, and
credit default swaps. Such strategies subject the Fund to the risk that, if
the Investment Adviser incorrectly forecasts market values, interest rates or
other applicable factors, the Fund's performance could suffer. Certain of
these strategies, such as investments in inverse floating rate securities and
credit default swaps may provide investment leverage to the Fund's portfolio.
The Fund is not required to use derivatives or other portfolio strategies to
seek to increase return or to seek to hedge its portfolio and may choose not
to do so. There can be no assurance that the Fund's portfolio strategies will
be effective. Some of the derivative strategies that the Fund may use to seek
to increase its return are riskier than its hedging transactions and have
speculative characteristics. Such strategies do not attempt to limit the
Fund's risk of loss.
General Risks Related to Derivatives. Derivatives are financial
contracts or instruments whose value depends on, or is derived from, the value
of an underlying asset, reference rate or index (or relationship between two
indices). The Fund may invest in a variety of derivative instruments for
investment purposes, hedging purposes or to seek to increase its return, such
as options, futures contracts and swap agreements. The Fund may use
derivatives as a substitute for taking a position in an underlying security or
other asset and/or as part of a strategy designed to reduce exposure to other
risks, such as interest rate risk. The Fund also may use derivatives to add
leverage to the portfolio and/or to hedge against increases in the Fund's
costs associated with the dividend payments on the preferred stock, including
the AMPS. The Fund also may invest in certain derivative products that pay tax
exempt income interest via a trust or partnership through which the Fund holds
interests in one or more underlying long term municipal securities. The Fund's
use of derivative instruments involves risks different from, and possibly
greater than, the risks associated with investing directly in securities and
other traditional investments. Derivatives are subject to a number of risks
such as liquidity risk, interest rate risk, credit risk, leverage risk and
management risk. They also involve the risk of mispricing or improper
valuation and correlation risk (i.e., the risk that changes in the value of
the derivative may not correlate perfectly with the underlying asset, rate or
index). If the Fund invests in a derivative instrument it could lose more than
the principal amount invested. Moreover, derivatives raise certain tax, legal,
regulatory and accounting issues that may not be presented by investments in
Arizona Municipal Bonds and Municipal Bonds, and there is some risk that
certain issues could be resolved in a manner that could adversely impact the
performance of the Fund and/or the tax exempt nature of the dividends paid by
the Fund.
Also, suitable derivative transactions may not be available in all
circumstances and there can be no assurance that the Fund will engage in these
transactions to reduce exposure to other risks when that would be beneficial.
Swaps. Swap agreements are types of derivatives. In order to seek to
hedge the value of the Fund's portfolio, to hedge against increases in the
Fund's cost associated with the interest payments on its outstanding
borrowings or to seek to increase the Fund's return, the Fund may enter into
interest rate or credit default swap transactions. In interest rate swap
transactions, there is a risk that yields will move in the direction opposite
of the direction anticipated by the Fund, which would cause the Fund to make
payments to its counterparty in the transaction that could adversely affect
Fund performance. In addition to the risks applicable to swaps generally,
credit default swap transactions involve special risks because they are
difficult to value, are highly susceptible to liquidity and credit risk, and
generally pay a return to the party that has paid the premium only in the
event of an actual default by the issuer of the underlying obligation (as
opposed to a credit downgrade or other indication of financial difficulty).
The Fund is not required to enter into interest rate or credit default swap
transactions for hedging purposes or to enhance its return and may choose not
to do so.
Taxability Risk. The Fund intends to minimize the payment of taxable
income to stockholders by investing in Arizona Municipal Bonds, Municipal
Bonds and other tax exempt securities in reliance on an opinion of bond
counsel to the issuer that the interest paid on those securities will be
excludable from gross income for Federal income tax purposes and exempt from
Arizona income tax, if applicable. Such securities, however, may be determined
for Federal income tax purposes to pay, or to have paid, taxable income
subsequent to the Fund's acquisition of the securities. In that event, the
Internal Revenue Service may demand that the Fund pay taxes on the affected
interest income, and, if the Fund agrees to do so, the Fund's yield on its
common stock could be adversely affected. A determination that interest on a
security held by the Fund is includable in gross income for Federal income tax
purposes retroactively to its date of issue may, likewise, cause a portion of
prior distributions received by
15
stockholders, including holders of AMPS, to be taxable to those stockholders
in the year of receipt. The Fund will not pay an Additional Dividend (as
defined herein) to a holder of AMPS under these circumstances. If a security
acquired based on reliance on such opinion of counsel is subsequently
determined to pay interest that is includable in gross income for Federal
income tax purposes, the Fund will dispose of that security as soon as
reasonably practical.
Antitakeover Provisions. The Fund's Charter, By-laws and the General
Corporation Law of the State of Maryland include provisions that could limit
the ability of other entities or persons to acquire control of the Fund or to
change the composition of its Board of Directors. Such provisions could limit
the ability of stockholders to sell their shares at a premium over prevailing
market prices by discouraging a third party from seeking to obtain control of
the Fund.
Market Disruption. The terrorist attacks in the United States on
September 11, 2001 had a disruptive effect on the securities markets, some of
which were closed for a four-day period. The continued threat of similar
attacks and related events, including U.S. military actions in Iraq and
continued unrest in the Middle East, have led to increased short term market
volatility and may have long term effects on U.S. and world economies and
markets. Similar disruptions of the financial markets could adversely affect
the market prices of the Fund's portfolio securities, interest rates,
auctions, secondary trading, ratings, credit risk, inflation and other factors
relating to the Fund's AMPS. Non-investment grade securities tend to be more
volatile than investment grade fixed income securities so that these events
and other market disruptions may have a greater impact on the prices and
volatility of non-investment grade securities than on investment grade fixed
income securities. There can be no assurance that these events and other
market disruptions will not have other material and adverse implications for
the non-investment grade securities markets.
16
FINANCIAL HIGHLIGHTS
The following Financial Highlights table is intended to help you
understand the Fund's financial performance for the periods shown. Certain
information reflects financial results for a single share of common stock or
preferred stock of the Fund. The total returns in the table represent the rate
an investor would have earned or lost on an investment in shares of common
stock of the Fund (assuming reinvestment of all dividends). The information
with respect to the fiscal years ended October 31, 1995 to October 31, 2004
has been audited by Deloitte & Touche LLP, whose report for the fiscal year
ended October 31, 2004, along with the financial statements of the Fund, is
included in the Fund's 2004 Annual Report, which is incorporated by reference
herein. The information with respect to the six months ended April 30, 2005 is
unaudited and is included in the Fund's 2005 Semi-Annual Report, which is
incorporated by reference herein. You may obtain a copy of the 2004 Annual
Report and the 2005 Semi-Annual Report at no cost by calling (800) 543-6217
between 8:30 a.m. and 5:30 p.m. Eastern time on any business day.
The following per share data and ratios have been derived from
information provided in the financial statements.
For the
Six Months For the Year Ended October 31,
Ended --------------------------------------------------------------------------------------
April 30,
2005
(unaudited) 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Increase (Decrease)
in Net Asset Value:
Per Share Operating
Performance
Net asset value,
beginning of
period
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Investment
income--net
Realized and
unrealized gain
(loss) on
investments--
net
Dividends and
distributions to
Preferred
Stockholders:
Investment
income--net
Realized gain on
investments--net
In excess of
realized gain on
investments--net
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total from
investment
operations
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Less dividends and
distributions to
Common
Stockholders:
Investment
income--net
Realized gain on
investments--net
In excess of
realized gain on
investments--net
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total dividends and
distributions to
Common
Stockholders
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Effect of Preferred
Shares activity:
Dividends and
distributions to
Preferred
Stockholders:
Investment
income--net
Realized gain on
investments--net
In excess of
realized gain on
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
17
For the
Six Months For the Year Ended October 31,
Ended --------------------------------------------------------------------------------------
April 30,
2005
(unaudited) 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
investments--net
Total effect of
Preferred Shares
activity
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Net asset value,
end of period
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Market price per
share, end of
period
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total Investment
Return**
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Based on market
price per share
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Based on net asset
value per share
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Ratios Based on
Average Net Assets
of Common Shares
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total expenses, net
of reimbursement
[and excluding
reorganization
expenses***
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total expenses,
excluding
reorganization
expenses***
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total expenses***
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total investment
income--net***
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Amount of dividends
to Preferred
Stockholders
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Investment
income--net, to
Common
Stockholders
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Ratios Based on
Average Net Assets
of Common &
Preferred Shares***
Total expenses, net
of reimbursement
and excluding
reorganization
expenses
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total expenses,
excluding
reorganization
expenses
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total expenses
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Total investment
income--net
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Ratios Based on
Average Net Assets
of Preferred Shares
Dividends to
Preferred
Stockholders
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Supplemental Data
Net assets
applicable to
Common Shares,
end of period (in
thousands)
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Preferred Shares
outstanding, end
of period (in
thousands)
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Portfolio turnover
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Leverage:
Asset coverage per
$1,000
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Liquidation
preference per share
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Average market value
per share+#
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Dividends Per Share
on Preferred Shares
Outstanding
Series A -
Investment
income--net
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
18
For the
Six Months For the Year Ended October 31,
Ended --------------------------------------------------------------------------------------
April 30,
2005
(unaudited) 2004 2003 2002 2001 2000 1999 1998 1997 1996 1995
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Series B++++ - -
Investment
income--net
----------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
-------------
* Annualized.
** Total investment returns based on market value, which can be
significantly greater or lesser than the net asset value, may result
in substantially different returns. Total investment returns exclude
the effects of sales charges.
*** Do not reflect the effect of dividends to Preferred Stock shareholders.
++ Based on average shares outstanding.
# Based on weekly market value per share.
19
THE FUND
MuniYield Arizona Fund, Inc. (the "Fund") is a non-diversified,
closed-end fund. The Fund was incorporated under the laws of the State of
Maryland on August 24, 1993, and has registered under the Investment Company
Act of 1940, as amended ("1940 Act"). The Fund's principal office is located
at 800 Scudders Mill Road, Plainsboro, New Jersey 08536, and its telephone
number is (609) 282-2800.
The Board of Directors of the Fund may at any time consider a merger,
consolidation or other form of reorganization of the Fund with one or more
other investment companies advised by Fund Asset Management, L.P. (the
"Investment Adviser") that have similar investment objectives and policies as
the Fund. Any such merger, consolidation or other form of reorganization would
require the prior approval of the Board of Directors and, if the Fund is the
acquired fund, the stockholders of the Fund. See "Description of Capital Stock
-- Certain Provisions of the Charter and By-laws."
USE OF PROCEEDS
The net proceeds of this offering will be approximately $[ ] after
payment of offering expenses (estimated to be approximately $[ ]) and the
deduction of the underwriting discount.
The net proceeds of the offering will be invested in accordance with
the Fund's investment objective and policies within approximately three months
after completion of this offering, depending on market conditions and the
availability of appropriate securities. Pending such investment, it is
anticipated that the proceeds will be invested in short term, tax exempt
securities. See "Investment Objective and Policies."
CAPITALIZATION
The following table sets forth the unaudited capitalization of the
Fund as of April 30, 2005 and as adjusted to give effect to the issuance of
the shares of AMPS offered hereby.
Actual As Adjusted
------------ -----------------
Preferred stock, par value $.10 per share (1,212 shares of Other AMPS
authorized, issued and outstanding at $25,000 per share liquidation
preference, plus accumulated but unpaid dividends; 1,612 shares of AMPS and
Other AMPS authorized, issued and outstanding, as adjusted, at $25,000 per
share liquidation preference, plus accumulated but unpaid
dividends)............................................................. -- $
============ ==================
Common stock, par value $.10 per share (199,998,788 shares authorized,
4,469,617 shares issued and outstanding; 199,998,388 shares authorized,
4,469,617 shares issued and outstanding, as adjusted).................. $ $
Paid-in capital in excess of par value.................................
Undistributed investment income--net....................................
Accumulated realized capital losses on investments--net
Unrealized appreciation on investments--net
------------ -----------------
Net assets applicable to outstanding common stock......................... $ $
============ ==================
PORTFOLIO COMPOSITION
As of April 30, 2005, approximately [ ]% of the market value of the
Fund's portfolio was invested in long term and intermediate term municipal
obligations and approximately [ ]% of the market value of the Fund's
20
portfolio was invested in short term tax exempt securities. The following
table sets forth certain information with respect to the composition of the
Fund's long term municipal obligation investment portfolio as of April 30,
2005.
Value (in
Moody's* Fitch* S&P* Number of Issues thousands) Percent
-------- ------ ---- ---------------- ---------- -------
Aaa AAA AAA $ %
Aa AA AA
A A A
Baa BBB BBB
Ba BB BB
B B B
Caa CCC CCC
NR** NR** NR**
Total................................................... ----------------- ------------------ -----------------
$ %
================= ================== =================
------------
* Ratings: Using the higher of Moody's, S&P or Fitch ratings on the Fund's
investments. Moody's rating categories may be modified further by a 1, 2
or 3 in Aa, A, Baa, Ba, B and Caa ratings. S&P rating categories may be
modified further by a plus (+) or minus (-) in AA, A, BBB, BB, B and CCC
ratings. Fitch rating categories may be modified further by a plus (+) or
minus (-) in AA, A, BBB, BB, B and CCC.
** Not Rated.
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is to provide shareholders with as
high a level of current income exempt from Federal and Arizona income taxes as
is consistent with its investment policies and prudent investment management.
The Fund seeks to achieve its investment objective by investing, as a
fundamental policy, at least 80% of an aggregate of the Fund's net assets
(including proceeds from the issuance of any preferred stock), and the
proceeds of any borrowings for investment purposes, in a portfolio of
municipal obligations issued by or on behalf of the State of Arizona, its
political subdivisions, agencies and instrumentalities and by other qualifying
issuers, each of which pays interest that, in the opinion of bond counsel to
the issuer, is excludable from gross income for Federal income tax purposes
(except that the interest may be includable in taxable income for purposes of
the Federal alternative minimum tax) and exempt from Arizona income tax
("Arizona Municipal Bonds"). The Fund also may invest in municipal obligations
issued by or on behalf of states, territories and possessions of the United
States and their political subdivisions, agencies or instrumentalities, each
of which pays interest that is excludable from gross income for Federal income
tax purposes, in the opinion of bond counsel to the issuer, but is not exempt
from gross income for Arizona income tax purposes ("Municipal Bonds"). Unless
otherwise noted, the term "Municipal Bonds" also includes Arizona Municipal
Bonds. The Fund's investment objective and its policy of investing at least
80% of an aggregate of the Fund's net assets (including proceeds from the
issuance of any preferred stock), and the proceeds of any borrowings for
investment purposes, in Arizona Municipal Bonds are fundamental policies that
may not be changed without the approval of a majority of the outstanding
voting securities of the Fund (as defined in the 1940 Act). There can be no
assurance that the Fund's investment objective will be realized.
The Fund may invest in certain tax exempt securities classified as
"private activity bonds" (or industrial development bonds, under pre-1986 law)
("PABs") (in general, bonds that benefit non-governmental entities) that may
subject certain investors in the Fund to an alternative minimum tax. See
"Taxes." The percentage of the Fund's total assets invested in PABs will vary
from time to time.
Under normal market conditions, the Fund expects to invest at least
75% of its total assets in a portfolio of Municipal Bonds that are commonly
referred to as "investment grade" securities, which are obligations rated at
the time of purchase within the four highest quality ratings as determined by
either Moody's Investors Service, Inc. ("Moody's") (currently Aaa, Aa, A and
Baa), Standard & Poor's ("S&P") (currently AAA, AA, A and BBB) or Fitch
Ratings ("Fitch") (currently AAA, AA, A and BBB). In the case of short term
notes, the investment grade rating categories are SP-1+ through SP-2 for S&P,
MIG-1 through MIG-3 for Moody's and F-1+ through F-3 for Fitch. In the case of
tax exempt commercial paper, the investment grade rating categories are A-1+
through A-3 for S&P, Prime-1 through Prime-3 for Moody's and F-1+ through F-3
for Fitch. Obligations ranked in the lowest
21
investment grade rating category (BBB, SP-2 and A-3 for S&P; Baa, MIG-3 and
Prime-3 for Moody's and BBB and F-3 for Fitch), while considered "investment
grade," may have certain speculative characteristics. There may be
sub-categories or gradations indicating relative standing within the rating
categories set forth above. In assessing the quality of Municipal Bonds with
respect to the foregoing requirements, the Investment Adviser takes into
account the nature of any letters of credit or similar credit enhancement to
which particular Municipal Bonds are entitled and the creditworthiness of the
financial institution that provided such credit enhancement. See Appendix B --
"Description of Municipal Bond Ratings" to the statement of additional
information. If unrated, such securities will possess creditworthiness
comparable, in the opinion of the Investment Adviser, to other obligations in
which the Fund may invest.
The Fund may invest up to 25% of its total assets in Municipal Bonds
that are rated below Baa by Moody's or below BBB by S&P or Fitch or, if
unrated, are considered by the Investment Adviser to possess similar credit
characteristics. Such securities, sometimes referred to as "high yield" or
"junk" bonds, are predominantly speculative with respect to the capacity to
pay interest and repay principal in accordance with the terms of the security
and generally involve a greater volatility of price than securities in higher
rating categories. See "-- Description of Municipal Bonds -- 'High Yield' or
'Junk' Bonds." The Fund does not intend to purchase Municipal Bonds that are
in default or which the Investment Adviser believes will soon be in default.
Below investment grade securities and comparable unrated securities involve
substantial risk of loss, are considered speculative with respect to the
issuer's ability to pay interest and any required redemption or principal
payments and are susceptible to default or decline in market value due to
adverse economic and business developments.
All percentage and ratings limitations on securities in which the
Fund may invest apply at the time of making an investment and shall not be
considered violated if an investment rating is subsequently downgraded to a
rating that would have precluded the Fund's initial investment in such
security. In the event that the Fund disposes of a portfolio security
subsequent to its being downgraded, the Fund may experience a greater risk of
loss than if such security had been sold prior to such downgrade.
The net asset value of the shares of common stock of a closed-end
investment company, such as the Fund, which invests primarily in fixed income
securities, changes as the general levels of interest rates fluctuate. When
interest rates decline, the value of a fixed income portfolio can be expected
to rise. Conversely, when interest rates rise, the value of a fixed income
portfolio can be expected to decline. Prices of longer term securities
generally fluctuate more in response to interest rate changes than do shorter
term securities. These changes in net asset value are likely to be greater in
the case of a fund having a leveraged capital structure, such as the Fund.
The Fund intends to invest primarily in long term Municipal Bonds
with maturities of more than ten years. However, the Fund also may invest in
intermediate term Municipal Bonds with maturities of between three years and
ten years. The Fund also may invest from time to time in short term Municipal
Bonds with maturities of less than three years. The average maturity of the
Fund's portfolio securities will vary based upon the Investment Adviser's
assessment of economic and market conditions. As of April 30, 2005, the
weighted average maturity of the Fund's portfolio was approximately [o ]
years.
For temporary periods or to provide liquidity, the Fund has the
authority to invest as much as 20% of its total assets in tax exempt and
taxable money market obligations with a maturity of one year or less (such
short term obligations being referred to herein as "Temporary Investments").
In addition, the Fund reserves the right as a defensive measure to invest
temporarily a greater portion of its assets in Temporary Investments, when, in
the opinion of the Investment Adviser, prevailing market or financial
conditions warrant. Taxable money market obligations will yield taxable
income.
The Fund also may invest in variable rate demand obligations
("VRDOs") and VRDOs in the form of participation interests ("Participating
VRDOs") in variable rate tax exempt obligations held by a financial
institution. See "Other Investment Policies -- Temporary Investments." The
Fund's hedging strategies, which are described in more detail under "Hedging
Transactions -- Financial Futures Transactions and Options," are not
fundamental policies and may be modified by the Board of Directors of the Fund
without the approval of the Fund's stockholders. The Fund is also authorized
to invest in indexed and inverse floating obligations for hedging purposes and
to seek to enhance return.
22
The Fund may invest in securities not issued by or on behalf of a
state or territory or by an agency or instrumentality thereof, if the Fund
receives an opinion of counsel to the issuer that such securities pay interest
that is excludable from gross income for Federal income tax purposes and, if
applicable, exempt from Arizona income tax ("Non-Municipal Tax Exempt
Securities"). Non-Municipal Tax Exempt Securities could include trust
certificates, partnership interests or other instruments evidencing interest
in one or more long term municipal securities. Non-Municipal Tax Exempt
Securities also may include securities issued by other investment companies
that invest in Municipal Bonds, to the extent such investments are permitted
by the Fund's investment restrictions and applicable law. Non-Municipal Tax
Exempt Securities are subject to the same risks associated with an investment
in Municipal Bonds as well as many of the risks associated with investments in
derivatives. While the Fund receives opinions of legal counsel to the effect
that the income from the Non-Municipal Tax Exempt Securities in which the Fund
invests is excludable from gross income for Federal income tax purposes to the
same extent as the underlying municipal securities, the Internal Revenue
Service ("IRS") has not issued a ruling on this subject. Were the IRS to issue
an adverse ruling or take an adverse position with respect to the taxation of
these types of securities, there is a risk that the interest paid on such
securities would be deemed taxable at the Federal level.
The Fund ordinarily does not intend to realize significant investment
income not exempt from Federal income tax and Arizona income tax. From time to
time, the Fund may realize taxable capital gains.
Federal tax legislation has limited the types and volume of bonds the
interest on which qualifies for a Federal income tax exemption. As a result,
this legislation and legislation that may be enacted in the future may affect
the availability of Municipal Bonds for investment by the Fund.
Risk Factors and Special Considerations Relating to Arizona Municipal Bonds
The Fund ordinarily will invest at least 80% of its total assets in
Arizona Municipal Bonds; therefore, it is more susceptible to factors
adversely affecting issuers of Arizona Municipal Bonds than is a municipal
bond fund that is not concentrated in issuers of Arizona Municipal Bonds to
this degree. The Investment Adviser does not believe that the current economic
conditions in Arizona will have a significant adverse effect on the Fund's
ability to invest in high quality Arizona Municipal Bonds.
During the 1990's, Arizona's efforts to diversify its economy enabled
it to realize and sustain increasing growth rates. Arizona has recovered from
effects of a recent economic slowdown. Predictions for Arizona in 2005
forecast a decline in unemployment and continued growth across sectors of the
state's economy.
After the Arizona Supreme Court ruled in 1994 that the State's system
for financing its public school system was unconstitutional, Arizona adopted a
new method of financing its public schools. This new method of school
financing includes the use of revenues from a voter approved sales tax
increase. As a result of the economic slowdown in the early 2000's, however,
Arizona revenue collections from this tax increase have been significantly
less than predicted. For a discussion of economic and other conditions in the
State of Arizona, see Appendix A--"Economic and Other Conditions in Arizona"
in the statement of additional information.
Risk Factors and Special Considerations Relating to Municipal Bonds
The risks and special considerations involved in investment in
Municipal Bonds vary with the types of instruments being acquired. Investments
in Non-Municipal Tax Exempt Securities may present similar risks, depending on
the particular product. Certain instruments in which the Fund may invest may
be characterized as derivative instruments. See "-- Description of Municipal
Bonds" and "-- Hedging Transactions -- Financial Futures Transactions and
Options."
The value of Municipal Bonds generally may be affected by
uncertainties in the municipal markets as a result of legislation or
litigation, including legislation or litigation that changes the taxation of
Municipal Bonds or the rights of Municipal Bond holders in the event of a
bankruptcy. Municipal bankruptcies are rare, and certain provisions of the
U.S. Bankruptcy Code governing such bankruptcies are unclear. Further, the
application of state law to Municipal Bond issuers could produce varying
results among the states or among Municipal Bond issuers
23
within a state. These uncertainties could have a significant impact on the
prices of the Municipal Bonds in which the Fund invests.
Description of Municipal Bonds
Set forth below is a detailed description of the Municipal Bonds and
Temporary Investments in which the Fund may invest. Information with respect
to ratings assigned to tax exempt obligations that the Fund may purchase is
set forth in Appendix B to the statement of additional information.
Obligations are included within the term Municipal Bonds if the interest paid
thereon is excluded from gross income for Federal income tax purposes in the
opinion of bond counsel to the issuer.
Municipal Bonds include debt obligations issued to obtain funds for
various public purposes, including the construction of a wide range of public
facilities, refunding of outstanding obligations and obtaining funds for
general operating expenses and loans to other public institutions and
facilities. In addition, certain types of bonds are issued by or on behalf of
public authorities to finance various privately owned or operated facilities,
including certain facilities for the local furnishing of electric energy or
gas, sewage facilities, solid waste disposal facilities and other specialized
facilities. Other types of PABs, the proceeds of which are used for the
construction, equipment or improvement of privately operated industrial or
commercial facilities, may constitute Municipal Bonds, although the current
Federal tax laws place substantial limitations on the size of such issues. The
interest on Municipal Bonds may bear a fixed rate or be payable at a variable
or floating rate. The two principal classifications of Municipal Bonds are
"general obligation" and "revenue" bonds, which latter category includes PABs.
The Fund has not established any limit on the percentage of its
portfolio that may be invested in PABs. The Fund may not be a suitable
investment for investors who are already subject to the Federal alternative
minimum tax or who would become subject to the Federal alternative minimum tax
as a result of an investment in the Fund's common stock. See "Taxes."
General Obligation Bonds. General obligation bonds are secured by the
issuer's pledge of its faith, credit and taxing power for the payment of
principal and interest. The taxing power of any governmental entity may be
limited, however, by provisions of its state constitution or laws, and an
entity's creditworthiness will depend on many factors, including potential
erosion of its tax base due to population declines, natural disasters,
declines in the state's industrial base or inability to attract new
industries, economic limits on the ability to tax without eroding the tax
base, state legislative proposals or voter initiatives to limit ad valorem
real property taxes and the extent to which the entity relies on Federal or
state aid, access to capital markets or other factors beyond the state's or
entity's control. Accordingly, the capacity of the issuer of a general
obligation bond as to the timely payment of interest and the repayment of
principal when due is affected by the issuer's maintenance of its tax base.
Revenue Bonds. Revenue bonds are payable only from the revenues
derived from a particular facility or class of facilities or, in some cases,
from the proceeds of a special excise tax or other specific revenue sources
such as payments from the user of the facility being financed. Accordingly,
the timely payment of interest and the repayment of principal in accordance
with the terms of the revenue or special obligation bond is a function of the
economic viability of such facility or such revenue source.
PABs. The Fund may purchase PABs. PABs are, in most cases, tax exempt
securities issued by states, municipalities or public authorities to provide
funds, usually through a loan or lease arrangement, to a private entity for
the purpose of financing construction or improvement of a facility to be used
by the entity. Such bonds are secured primarily by revenues derived from loan
repayments or lease payments due from the entity which may or may not be
guaranteed by a parent company or otherwise secured. PABs generally are not
secured by a pledge of the taxing power of the issuer of such bonds.
Therefore, an investor should be aware that repayment of such bonds generally
depends on the revenues of a private entity and be aware of the risks that
such an investment may entail. Continued ability of an entity to generate
sufficient revenues for the payment of principal and interest on such bonds
will be affected by many factors including the size of the entity, capital
structure, demand for its products or services, competition, general economic
conditions, government regulation and the entity's dependence on revenues for
the operation of the particular facility being financed.
24
Moral Obligation Bonds. The Fund also may invest in "moral
obligation" bonds, which are normally issued by special purpose public
authorities. If an issuer of moral obligation bonds is unable to meet its
obligations, the repayment of such bonds becomes a moral commitment but not a
legal obligation of the state or municipality in question.
Municipal Lease Obligations. Also included within the general
category of Municipal Bonds are certificates of participation ("COPs") issued
by government authorities or entities to finance the acquisition or
construction of equipment, land and/or facilities. COPs represent
participations in a lease, an installment purchase contract or a conditional
sales contract (hereinafter collectively called "lease obligations") relating
to such equipment, land or facilities. Although lease obligations do not
constitute general obligations of the issuer for which the issuer's unlimited
taxing power is pledged, a lease obligation is frequently backed by the
issuer's covenant to budget for, appropriate and make the payments due under
the lease obligation. However, certain lease obligations contain
"non-appropriation" clauses which provide that the issuer has no obligation to
make lease or installment purchase payments in future years unless money is
appropriated for such purpose on a yearly basis. Although "non-appropriation"
lease obligations are secured by the leased property, disposition of the
property in the event of foreclosure might prove difficult and the value of
the property may be insufficient to issue lease obligations. Certain
investments in lease obligations may be illiquid.
Indexed and Inverse Floating Rate Securities. The Fund may invest in
Municipal Bonds (and Non- Municipal Tax Exempt Securities) that yield a return
based on a particular index of value or interest rates. For example, the Fund
may invest in Municipal Bonds that pay interest based on an index of Municipal
Bond interest rates. The principal amount payable upon maturity of certain
Municipal Bonds also may be based on the value of the index. To the extent the
Fund invests in these types of Municipal Bonds, the Fund's return on such
Municipal Bonds will be subject to risk with respect to the value of the
particular index. Interest and principal payable on the Municipal Bonds may
also be based on relative changes among particular indices. Also, the Fund may
invest in so-called "inverse floating obligations" or "residual interest
bonds" on which the interest rates vary inversely with a short term floating
rate (which may be reset periodically by a Dutch auction, a remarketing agent,
or by reference to a short term tax exempt interest rate index). The Fund may
purchase synthetically created inverse floating rate bonds evidenced by
custodial or trust receipts. Generally, income on inverse floating rate bonds
will decrease when short term interest rates increase, and will increase when
short term interest rates decrease. Such securities have the effect of
providing a degree of investment leverage, since they may increase or decrease
in value in response to changes, as an illustration, in market interest rates
at a rate which is a multiple (typically two) of the rate at which fixed rate
long term tax exempt securities increase or decrease in response to such
changes. As a result, the market values of such securities will generally be
more volatile than the market values of fixed rate tax exempt securities. To
seek to limit the volatility of these securities, the Fund may purchase
inverse floating obligations with shorter-term maturities or which contain
limitations on the extent to which the interest rate may vary. Certain
investments in such obligations may be illiquid.
When Issued Securities, Delayed Delivery Securities and Forward
Commitments. The Fund may purchase or sell securities that it is entitled to
receive on a when issued basis. The Fund may also purchase or sell securities
on a delayed delivery basis. The Fund may also purchase or sell securities
through a forward commitment. These transactions involve the purchase or sale
of securities by the Fund at an established price with payment and delivery
taking place in the future. The purchase will be recorded on the date the Fund
enters into the commitment and the value of the securities will thereafter be
reflected in the Fund's net asset value. The Fund enters into these
transactions to obtain what is considered an advantageous price to the Fund at
the time of entering into the transaction. The Fund has not established any
limit on the percentage of its assets that may be committed in connection with
these transactions. When the Fund purchases securities in these transactions,
the Fund segregates liquid securities in an amount equal to the amount of its
purchase commitments.
There can be no assurance that a security purchased on a when issued
basis will be issued or that a security purchased or sold through a forward
commitment will be delivered. A default by a counterparty may result in the
Fund missing the opportunity of obtaining a price considered to be
advantageous. The value of securities in these transactions on the delivery
date may be more or less than the Fund's purchase price. The Fund may bear the
risk of a decline in the value of the security in these transactions and may
not benefit from an appreciation in the value of the security during the
commitment period.
25
Call Rights. The Fund may purchase a Municipal Bond issuer's right to
call all or a portion of such Municipal Bond for mandatory tender for purchase
(a "Call Right"). A holder of a Call Right may exercise such right to require
a mandatory tender for the purchase of related Municipal Bonds, subject to
certain conditions. A Call Right that is not exercised prior to maturity of
the related Municipal Bond will expire without value. The economic effect of
holding both the Call Right and the related Municipal Bond is identical to
holding a Municipal Bond as a non-callable security. Certain investments in
such obligations may be illiquid.
"High Yield" or "Junk" Bonds. The Fund may invest up to 25% of its
total assets in high yield Municipal Bonds that are rated below Baa by Moody's
or below BBB by S&P or Fitch or are unrated securities that are considered by
the Investment Adviser to possess similar credit characteristics. See Appendix
B in the statement of additional information for additional information
regarding ratings of Municipal Bonds. Junk bonds are debt securities that are
rated below investment grade by the major rating agencies or are unrated
securities that are considered by the Investment Adviser to possess similar
credit characteristics. Although junk bonds generally pay higher rates of
interest than investment grade bonds, they are high risk investments that may
cause income and principal losses for the Fund. The major risks in junk bond
investments include the following:
o Junk bonds may be issued by less creditworthy issuers. These
securities are vulnerable to adverse changes in the issuer's
industry and to general economic conditions. Issuers of junk
bonds may be unable to meet their interest or principal payment
obligations because of an economic downturn, specific issuer
developments or the unavailability of additional financing.
o The issuers of junk bonds may have a larger amount of
outstanding debt relative to their assets than issuers of
investment grade bonds. If the issuer experiences financial
difficulties, it may be unable to meet its debt obligations.
The issuer's ability to pay its debt obligations also may be
lessened by specific issuer developments, or the unavailability
of additional financing.
o Junk bonds are frequently ranked junior to claims by other
creditors. If the issuer cannot meet its obligations, the
senior obligations are generally paid off before the junior
obligations.
o Junk bonds frequently have call or redemption features that
permit an issuer to repurchase the security from the Fund
before it matures. If an issuer redeems the junk bonds, the
Fund may have to invest the proceeds in bonds with lower yields
and may lose income.
o Prices of junk bonds are subject to extreme price fluctuations.
Negative economic developments may have a greater impact on the
prices of junk bonds than on other higher rated fixed income
securities.
o Junk bonds may be less liquid than higher rated fixed income
securities even under normal economic conditions. There are
fewer dealers in the junk bond market, and there may be
significant differences in the prices quoted for junk bonds by
the dealers. Because they are less liquid, judgment may play a
greater role in valuing certain of the Fund's portfolio
securities than in the case of securities trading in a more
liquid market.
The Fund may incur expenses to the extent necessary to seek recovery
upon default or to negotiate new terms with a defaulting issuer.
Yields. Yields on Municipal Bonds are dependent on a variety of
factors, including the general condition of the money market and of the
municipal bond market, the size of a particular offering, the financial
condition of the issuer, the maturity of the obligation and the rating of the
issue. The ability of the Fund to achieve its investment objective is also
dependent on the continuing ability of the issuers of the securities in which
the Fund invests to meet their obligations for the payment of interest and
principal when due. There are variations in the risks involved in holding
Municipal Bonds, both within a particular classification and between
classifications, depending on numerous factors. Furthermore, the rights of
owners of Municipal Bonds and the obligations of the issuer of such Municipal
Bonds may be subject to applicable bankruptcy, insolvency and similar laws and
court decisions affecting the rights of creditors generally and to general
equitable principles, which may limit the enforcement of certain remedies.
26
Hedging Transactions
The Fund may hedge all or a portion of its portfolio investments
against fluctuations in interest rates through the use of options and certain
financial futures contracts and options thereon. While the Fund's use of
hedging strategies is intended to reduce the volatility of the net asset value
of the Fund's shares of common stock, the net asset value of the Fund's shares
of common stock will fluctuate. No assurance can be given that the Fund's
hedging transactions will be effective. The Fund only may engage in hedging
activities from time to time and may not necessarily be engaging in hedging
activities when movements in interest rates occur. The Fund has no obligation
to enter into hedging transactions and may choose not to do so. Furthermore,
for so long as the AMPS are rated by Moody's and S&P, the Fund's use of
options and certain financial futures and options thereon will be subject to
the limitations described under "Rating Agency Guidelines."
Financial Futures Transactions and Options. The Fund is authorized to
purchase and sell certain exchange traded financial futures contracts
("financial futures contracts") in order to hedge its investments in Municipal
Bonds against declines in value, and to hedge against increases in the cost of
securities it intends to purchase or to seek to enhance the Fund's return.
However, any transactions involving financial futures or options (including
puts and calls associated therewith) will be in accordance with the Fund's
investment policies and limitations. A financial futures contract obligates
the seller of a contract to deliver and the purchaser of a contract to take
delivery of the type of financial instrument covered by the contract, or in
the case of index-based futures contracts to make and accept a cash
settlement, at a specific future time for a specified price. To hedge its
portfolio, the Fund may take an investment position in a futures contract
which will move in the opposite direction from the portfolio position being
hedged. A sale of financial futures contracts may provide a hedge against a
decline in the value of portfolio securities because such depreciation may be
offset, in whole or in part, by an increase in the value of the position in
the financial futures contracts. A purchase of financial futures contracts may
provide a hedge against an increase in the cost of securities intended to be
purchased because such appreciation may be offset, in whole or in part, by an
increase in the value of the position in the futures contracts.
Distributions, if any, of net long term capital gains from certain
transactions in futures or options are taxable at long term capital gains
rates for Federal income tax purposes. See "Taxes."
Futures Contracts. A futures contract is an agreement between two
parties to buy and sell a security or, in the case of an index-based futures
contract, to make and accept a cash settlement for a set price on a future
date. A majority of transactions in futures contracts, however, do not result
in the actual delivery of the underlying instrument or cash settlement, but
are settled through liquidation, i.e., by entering into an offsetting
transaction. Futures contracts have been designed by boards of trade which
have been designated "contracts markets" by the Commodity Futures Trading
Commission ("CFTC").
The purchase or sale of a futures contract differs from the purchase
or sale of a security in that no price or premium is paid or received.
Instead, an amount of cash or securities acceptable to the broker and the
relevant contract market, which varies, but is generally about 5% of the
contract amount, must be deposited with the broker. This amount is known as
"initial margin" and represents a "good faith" deposit assuring the
performance of both the purchaser and seller under the futures contract.
Subsequent payments to and from the broker, called "variation margin," are
required to be made on a daily basis as the price of the futures contract
fluctuates making the long and short positions in the futures contract more or
less valuable, a process known as "marking to the market." At any time prior
to the settlement date of the futures contract, the position may be closed out
by taking an opposite position that will operate to terminate the position in
the futures contract. A final determination of variation margin is then made,
additional cash is required to be paid to or released by the broker and the
purchaser realizes a loss or gain. In addition, a nominal commission is paid
on each completed sale transaction.
The Fund deals in financial futures contracts based on a long term
municipal bond index developed by the Chicago Board of Trade ("CBT") and The
Bond Buyer (the "Municipal Bond Index"). The Municipal Bond Index is comprised
of 40 tax exempt municipal revenue and general obligation bonds. Each bond
included in the Municipal Bond Index must be rated A or higher by Moody's or
S&P and must have a remaining maturity of 19 years or more. Twice a month new
issues satisfying the eligibility requirements are added to, and an equal
number of old issues are deleted from, the Municipal Bond Index. The value of
the Municipal Bond Index is computed daily according to a formula based on the
price of each bond in the Municipal Bond Index, as evaluated by six
dealer-to-dealer brokers.
27
The Municipal Bond Index futures contract is traded only on the CBT.
Like other contract markets, the CBT assures performance under futures
contracts through a clearing corporation, a nonprofit organization managed by
the exchange membership which is also responsible for handling daily
accounting of deposits or withdrawals of margin.
The Fund may also purchase and sell financial futures contracts on
U.S. Government securities as a hedge against adverse changes in interest
rates as described below. With respect to U.S. Government securities,
currently there are financial futures contracts based on long term U.S.
Treasury bonds, U.S. Treasury notes, Government National Mortgage Association
("GNMA") Certificates and three-month U.S. Treasury bills. The Fund may
purchase and write call and put options on futures contracts on U.S.
Government securities and purchase and sell Municipal Bond Index futures
contracts in connection with its hedging strategies.
The Fund also may engage in other futures contracts transactions such
as futures contracts on other municipal bond indices that may become available
if the Investment Adviser should determine that there is normally a sufficient
correlation between the prices of such futures contracts and the Municipal
Bonds in which the Fund invests to make such hedging appropriate.
Futures Strategies. The Fund may sell a financial futures contract
(i.e., assume a short position) in anticipation of a decline in the value of
its investments in Municipal Bonds resulting from an increase in interest
rates or otherwise. The risk of decline could be reduced without employing
futures as a hedge by selling such Municipal Bonds and either reinvesting the
proceeds in securities with shorter maturities or by holding assets in cash.
This strategy, however, entails increased transaction costs in the form of
dealer spreads and typically would reduce the average yield of the Fund's
portfolio securities as a result of the shortening of maturities. The sale of
futures contracts provides an alternative means of hedging against declines in
the value of its investments in Municipal Bonds. As such values decline, the
value of the Fund's positions in the futures contracts will tend to increase,
thus offsetting all or a portion of the depreciation in the market value of
the Fund's Municipal Bond investments that are being hedged. While the Fund
will incur commission expenses in selling and closing out futures positions,
commissions on futures transactions are lower than transaction costs incurred
in the purchase and sale of Municipal Bonds. In addition, the ability of the
Fund to trade in the standardized contracts available in the futures markets
may offer a more effective defensive position than a program to reduce the
average maturity of the portfolio securities due to the unique and varied
credit and technical characteristics of the municipal debt instruments
available to the Fund. Employing futures as a hedge also may permit the Fund
to assume a defensive posture without reducing the yield on its investments
beyond any amounts required to engage in futures trading.
When the Fund intends to purchase Municipal Bonds, the Fund may
purchase futures contracts as a hedge against any increase in the cost of such
Municipal Bonds resulting from a decrease in interest rates or otherwise, that
may occur before such purchases can be effected. Subject to the degree of
correlation between the Municipal Bonds and the futures contracts, subsequent
increases in the cost of Municipal Bonds should be reflected in the value of
the futures held by the Fund. As such purchases are made, an equivalent amount
of futures contracts will be closed out. Due to changing market conditions and
interest rate forecasts, however, a futures position may be terminated without
a corresponding purchase of portfolio securities.
Call Options on Futures Contracts. The Fund may also purchase and
sell exchange traded call and put options on financial futures contracts. The
purchase of a call option on a futures contract is analogous to the purchase
of a call option on an individual security. Depending on the pricing of the
option compared to either the futures contract upon which it is based or the
price of the underlying debt securities, it may or may not be less risky than
ownership of the futures contract or underlying debt securities. Like the
purchase of a futures contract, the Fund will purchase a call option on a
futures contract to hedge against a market advance when the Fund is not fully
invested.
The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the securities which are deliverable
upon exercise of the futures contract. If the futures price at expiration is
below the exercise price, the Fund will retain the full amount of the option
premium which provides a partial hedge against any decline that may have
occurred in the Fund's portfolio holdings.
28
Put Options on Futures Contracts. The purchase of a put option on a
futures contract is analogous to the purchase of a protective put option on
portfolio securities. The Fund will purchase a put option on a futures
contract to hedge the Fund's portfolio against the risk of rising interest
rates.
The writing of a put option on a futures contract constitutes a
partial hedge against increasing prices of the securities which are
deliverable upon exercise of the futures contract. If the futures price at
expiration is higher than the exercise price, the Fund will retain the full
amount of the option premium which provides a partial hedge against any
increase in the price of Municipal Bonds which the Fund intends to purchase.
The writer of an option on a futures contract is required to deposit
initial and variation margin pursuant to requirements similar to those
applicable to futures contracts. Premiums received from the writing of an
option will be included in initial margin. The writing of an option on a
futures contract involves risks similar to those relating to futures
contracts.
--------------------
Under regulations of the CFTC, the futures trading activity described
herein will not result in the Fund being deemed a "commodity pool" and the
Fund need not be operated by a person registered with the CFTC as a "commodity
pool operator."
When the Fund purchases a futures contract, or writes a put option or
purchases a call option thereon, an amount of cash, cash equivalents (e.g.,
high grade commercial paper and daily tender adjustable notes) or liquid
securities will be segregated so that the amount so segregated, plus the
amount of initial and variation margin held in the account of its broker,
equals the market value of the futures contracts, thereby ensuring that the
use of such futures contract is unleveraged. It is not anticipated that
transactions in futures contracts will have the effect of increasing portfolio
turnover.
Risk Factors in Futures Transactions and Options. Investment in
futures contracts involves the risk of imperfect correlation between movements
in the price of the futures contract and the price of the security being
hedged. The hedge will not be fully effective when there is imperfect
correlation between the movements in the prices of two financial instruments.
For example, if the price of the futures contract moves more than the price of
the hedged security, the Fund will experience either a loss or gain on the
futures contract which is not completely offset by movements in the price of
the hedged securities. To compensate for imperfect correlations, the Fund may
purchase or sell futures contracts in a greater dollar amount than the hedged
securities if the volatility of the hedged securities is historically greater
than the volatility of the futures contracts. Conversely, the Fund may
purchase or sell fewer futures contracts if the volatility of the price of the
hedged securities is historically less than that of the futures contracts.
The particular municipal bonds comprising the index underlying the
Municipal Bond Index financial futures contract may vary from the bonds held
by the Fund. As a result, the Fund's ability to hedge effectively all or a
portion of the value of its Municipal Bonds through the use of such financial
futures contracts will depend in part on the degree to which price movements
in the index underlying the financial futures contract correlate with the
price movements of the Municipal Bonds held by the Fund. The correlation may
be affected by disparities in the average maturity, ratings, geographical mix
or structure of the Fund's investments as compared to those comprising the
Municipal Bond Index and general economic or political factors. In addition,
the correlation between movements in the value of the Municipal Bond Index may
be subject to change over time as additions to and deletions from the
Municipal Bond Index alter its structure. The correlation between futures
contracts on U.S. Government securities and the Municipal Bonds held by the
Fund may be adversely affected by similar factors and the risk of imperfect
correlation between movements in the prices of such futures contracts and the
prices of Municipal Bonds held by the Fund may be greater. Municipal Bond
Index futures contracts were approved for trading in 1986. Trading in such
futures contracts may tend to be less liquid than trading in other futures
contracts. The trading of futures contracts also is subject to certain market
risks, such as inadequate trading activity, which could at times make it
difficult or impossible to liquidate existing positions.
The Fund expects to liquidate a majority of the futures contracts it
enters into through offsetting transactions on the applicable contract market.
There can be no assurance, however, that a liquid secondary market
29
will exist for any particular futures contract at any specific time. Thus, it
may not be possible to close out a futures position. In the event of adverse
price movements, the Fund would continue to be required to make daily cash
payments of variation margin. In such situations, if the Fund has insufficient
cash, it may be required to sell portfolio securities to meet daily variation
margin requirements at a time when it may be disadvantageous to do so. The
inability to close out futures positions also could have an adverse impact on
the Fund's ability to hedge effectively its investments in Municipal Bonds.
The liquidity of a secondary market in a futures contract may be adversely
affected by "daily price fluctuation limits" established by commodity
exchanges which limit the amount of fluctuation in a futures contract price
during a single trading day. Once the daily limit has been reached in the
contract, no trades may be entered into at a price beyond the limit, thus
preventing the liquidation of open futures positions. Prices have in the past
moved beyond the daily limit on a number of consecutive trading days. The Fund
will enter into a futures position only if, in the judgment of the Investment
Adviser, there appears to be an actively traded secondary market for such
futures contracts.
The successful use of transactions in futures and related options
also depends on the ability of the Investment Adviser to forecast correctly
the direction and extent of interest rate movements within a given time frame.
To the extent interest rates remain stable during the period in which a
futures contract or option is held by the Fund or such rates move in a
direction opposite to that anticipated, the Fund may realize a loss on the
hedging transaction which is not fully or partially offset by an increase in
the value of portfolio securities. As a result, the Fund's total return for
such period may be less than if it had not engaged in the hedging transaction.
Because of low initial margin deposits made upon the opening of a
futures position, futures transactions involve substantial leverage. As a
result, relatively small movements in the price of the futures contracts can
result in substantial unrealized gains or losses. There is also the risk of
loss by the Fund of margin deposits in the event of bankruptcy of a broker
with whom the Fund has an open position in a financial futures contract.
Because the Fund will engage in the purchase and sale of futures contracts for
hedging purposes or to seek to enhance the Fund's return, any losses incurred
in connection therewith should, if the hedging strategy is successful, be
offset in whole or in part by increases in the value of securities held by the
Fund or decreases in the price of securities the Fund intends to acquire.
The amount of risk the Fund assumes when it purchases an option on a
futures contract is the premium paid for the option plus related transaction
costs. In addition to the correlation risks discussed above, the purchase of
an option on a futures contract also entails the risk that changes in the
value of the underlying futures contract will not be fully reflected in the
value of the option purchased.
OTHER INVESTMENT POLICIES
The Fund has adopted certain other policies as set forth below.
Temporary Investments
The Fund may invest in short term tax exempt and taxable securities
subject to the limitations set forth above. The tax exempt money market
securities may include municipal notes, municipal commercial paper, municipal
bonds with a remaining maturity of less than one year, variable rate demand
notes and participations therein. Municipal notes include tax anticipation
notes, bond anticipation notes, revenue anticipation notes and grant
anticipation notes. Anticipation notes are sold as interim financing in
anticipation of tax collection, bond sales, government grants or revenue
receipts. Municipal commercial paper refers to short term unsecured promissory
notes generally issued to finance short term credit needs. The taxable money
market securities in which the Fund may invest as Temporary Investments
consist of U.S. Government securities, U.S. Government agency securities,
domestic bank or savings institution certificates of deposit and bankers'
acceptances, short term corporate debt securities such as commercial paper and
repurchase agreements. These Temporary Investments must have a stated maturity
not in excess of one year from the date of purchase. The Fund may not invest
in any security issued by a commercial bank or a savings institution unless
the bank or institution is organized and operating in the United States, has
total assets of at least one billion dollars and is a member of the Federal
Deposit Insurance Corporation ("FDIC"), except that up to 10% of total assets
may be invested in certificates of deposit of smaller institutions if such
certificates are fully insured by the FDIC.
30
Interest Rate Swap Transactions
In order to seek to hedge the value of the Fund against interest rate
fluctuations, to hedge against increases in the Fund's costs associated with
the dividend payments on any preferred stock, including the AMPS, or to seek
to increase the Fund's return, the Fund may enter into interest rate swap
transactions such as Municipal Market Data AAA Cash Curve swaps ("MMD Swaps")
or Bond Market Association Municipal Swap Index swaps ("BMA Swaps"). To the
extent that the Fund enters into these transactions, the Fund expects to do so
primarily to preserve a return or spread on a particular investment or portion
of its portfolio as a duration management technique or to protect against any
increase in the price of securities the Fund anticipates purchasing at a later
date. The Fund may enter into these transactions primarily as a hedge or for
duration or risk management rather than as a speculative investment. However,
the Fund also may invest in MMD Swaps and BMA Swaps to seek to enhance return
or gain or to increase the Fund's yield, for example, during periods of steep
interest rate yield curves (i.e., wide differences between short term and long
term interest rates).
The Fund may purchase and sell BMA Swaps in the BMA swap market. In a
BMA Swap, the Fund exchanges with another party their respective commitments
to pay or receive interest (e.g., an exchange of fixed rate payments for
floating rate payments linked to the Bond Market Association Municipal Swap
Index). Because the underlying index is a tax exempt index, BMA Swaps may
reduce cross-market risks incurred by the Fund and increase the Fund's ability
to hedge effectively. BMA Swaps are typically quoted for the entire yield
curve, beginning with a seven day floating rate index out to 30 years. The
duration of a BMA Swap is approximately equal to the duration of a fixed rate
Municipal Bond with the same attributes as the swap (e.g., coupon, maturity,
call feature).
The Fund also may purchase and sell MMD Swaps, also known as MMD rate
locks. An MMD Swap permits the Fund to lock in a specified municipal interest
rate for a portion of its portfolio to preserve a return on a particular
investment or a portion of its portfolio as a duration management technique or
to protect against any increase in the price of securities to be purchased at
a later date. By using an MMD Swap, the Fund can create a synthetic long or
short position, allowing the Fund to select the most attractive part of the
yield curve. An MMD Swap is a contract between the Fund and an MMD Swap
provider pursuant to which the parties agree to make payments to each other on
a notional amount, contingent upon whether the Municipal Market Data AAA
General Obligation Scale is above or below a specified level on the expiration
date of the contract. For example, if the Fund buys an MMD Swap and the
Municipal Market Data AAA General Obligation Scale is below the specified
level on the expiration date, the counterparty to the contract will make a
payment to the Fund equal to the specified level minus the actual level,
multiplied by the notional amount of the contract. If the Municipal Market
Data AAA General Obligation Scale is above the specified level on the
expiration date, the Fund will make a payment to the counterparty equal to the
actual level minus the specified level, multiplied by the notional amount of
the contract.
In connection with investments in BMA and MMD Swaps, there is a risk
that municipal yields will move in the opposite direction than anticipated by
the Fund, which would cause the Fund to make payments to its counterparty in
the transaction that could adversely affect the Fund's performance.
The Fund has no obligation to enter into BMA or MMD Swaps and may not
do so. The net amount of the excess, if any, of the Fund's obligations over
its entitlements with respect to each interest rate swap will be accrued on a
daily basis, and the Fund will segregate liquid securities having an aggregate
net asset value at least equal to the accrued excess.
Credit Default Swap Agreements
The Fund may enter into credit default swap agreements for hedging
purposes or to seek to increase its return. The credit default swap agreement
may have as reference obligations one or more securities that are not
currently held by the Fund. The protection "buyer" in a credit default
contract may be obligated to pay the protection "seller" an upfront or a
periodic stream of payments over the term of the contract provided that no
credit event on a reference obligation has occurred. If a credit event occurs,
the seller generally must pay the buyer the "par value" (full notional value)
of the swap in exchange for an equal face amount of deliverable obligations of
the reference entity described in the swap, or the seller may be required to
deliver the related net cash amount, if the swap is cash settled. The Fund may
be either the buyer or seller in the transaction. If the Fund is a buyer and
no credit event
31
occurs, the Fund may recover nothing if the swap is held through its
termination date. However, if a credit event occurs, the buyer generally may
elect to receive the full notional value of the swap in exchange for an equal
face amount of deliverable obligations of the reference entity whose value may
have significantly decreased. As a seller, the Fund generally receives an
upfront payment or a fixed rate of income throughout the term of the swap,
which typically is between six months and three years, provided that there is
no credit event. If a credit event occurs, generally the seller must pay the
buyer the full notional value of the swap in exchange for an equal face amount
of deliverable obligations of the reference entity whose value may have
significantly decreased. As the seller, the Fund would effectively add
leverage to its portfolio because, in addition to its total net assets, the
Fund would be subject to investment exposure on the notional amount of the
swap.
Credit default swap agreements involve greater risks than if the Fund
had invested in the reference obligation directly since, in addition to
general market risks, credit default swaps are subject to illiquidity risk,
counterparty risk and credit risks. The Fund will enter into credit default
swap agreements only with counterparties who are rated investment grade
quality by at least one nationally recognized statistical rating organization
at the time of entering into such transaction or whose creditworthiness is
believed by the Investment Adviser to be equivalent to such rating. A buyer
generally also will lose its investment and recover nothing should no credit
event occur and the swap is held to its termination date. If a credit event
were to occur, the value of any deliverable obligation received by the seller,
coupled with the upfront or periodic payments previously received, may be less
than the full notional value it pays to the buyer, resulting in a loss of
value to the seller. The Fund's obligations under a credit default swap
agreement will be accrued daily (offset against any amounts owing to the
Fund). The Fund will at all times segregate with its custodian in connection
with each such transaction liquid securities or cash with a value at least
equal to the Fund's exposure (any accrued but unpaid net amounts owed by the
Fund to any counterparty), on a marked-to-market basis (as calculated pursuant
to requirements of the Securities and Exchange Commission). Such segregation
will ensure that the Fund has assets available to satisfy its obligations with
respect to the transaction and will avoid any potential leveraging of the
Fund's portfolio. Such segregation will not limit the Fund's exposure to loss.
VRDOs and Participating VRDOs
VRDOs are tax exempt obligations that contain a floating or variable
interest rate adjustment formula and right of demand on the part of the holder
thereof to receive payment of the unpaid principal balance plus accrued
interest upon a short notice period not to exceed seven days. There is,
however, the possibility that because of default or insolvency the demand
feature of VRDOs and Participating VRDOs may not be honored. The interest
rates are adjustable at intervals (ranging from daily to up to one year) to
some prevailing market rate for similar investments, such adjustment formula
being calculated to maintain the market value of the VRDOs, at approximately
the par value of the VRDOs on the adjustment date. The adjustments typically
are based upon the Public Securities Association Index or some other
appropriate interest rate adjustment index. The Fund may invest in all types
of tax exempt instruments currently outstanding or to be issued in the future
which satisfy its short term maturity and quality standards.
Participating VRDOs provide the Fund with a specified undivided
interest (up to 100%) of the underlying obligation and the right to demand
payment of the unpaid principal balance plus accrued interest on the
Participating VRDOs from the financial institution upon a specified number of
days' notice, not to exceed seven days. In addition, the Participating VRDO is
backed by an irrevocable letter of credit or guaranty of the financial
institution. The Fund would have an undivided interest in the underlying
obligation and thus participate on the same basis as the financial institution
in such obligation except that the financial institution typically retains
fees out of the interest paid on the obligation for servicing the obligation,
providing the letter of credit and issuing the repurchase commitment. The Fund
has been advised by its counsel that the Fund should be entitled to treat the
income received on Participating VRDOs as interest from tax exempt obligations
as long as the Fund does not invest more than 20% of its total assets in such
investments and certain other conditions are met. It is contemplated that the
Fund will not invest more than 20% of its assets in Participating VRDOs.
VRDOs that contain an unconditional right of demand to receive
payment of the unpaid principal balance plus accrued interest on a notice
period exceeding seven days may be deemed to be illiquid securities. The
Directors may adopt guidelines and delegate to the Investment Adviser the
daily function of determining and monitoring
32
liquidity of such VRDOs. The Directors, however, will retain sufficient
oversight and will be ultimately responsible for such determinations.
The Temporary Investments, VRDOs and Participating VRDOs in which the
Fund may invest will be in the following rating categories at the time of
purchase: MIG-1/VMIG-1 through MIG-3/VMIG-3 for notes and VRDOs and Prime-1
through Prime-3 for commercial paper (as determined by Moody's), SP-1 through
SP-2 for notes and A-1 through A-3 for VRDOs and commercial paper (as
determined by S&P), or F-1 through F-3 for notes, VRDOs and commercial paper
(as determined by Fitch). Temporary Investments, if not rated, must be of
comparable quality in the opinion of the Investment Adviser. In addition, the
Fund reserves the right to invest temporarily a greater portion of its assets
in Temporary Investments for defensive purposes, when, in the judgment of the
Investment Adviser, market conditions warrant.
Repurchase Agreements
The Fund may invest in securities pursuant to repurchase agreements.
Repurchase agreements may be entered into only with a member bank of the
Federal Reserve System or a primary dealer or an affiliate thereof, in U.S.
Government securities. Under such agreements, the bank or a primary dealer or
an affiliate thereof agrees, upon entering into the contract, to repurchase
the security at a mutually agreed upon time and price, thereby determining the
yield during the term of the agreement. This results in a fixed rate of return
insulated from market fluctuations during such period. In repurchase
agreements, the prices at which the trades are conducted do not reflect
accrued interest on the underlying obligations. Such agreements usually cover
short periods, such as under one week. Repurchase agreements may be construed
to be collateralized loans by the purchaser to the seller secured by the
securities transferred to the purchaser. In a repurchase agreement, the Fund
will require the seller to provide additional collateral if the market value
of the securities falls below the repurchase price at any time during the term
of the repurchase agreement. In the event of default by the seller under a
repurchase agreement construed to be a collateralized loan, the underlying
securities are not owned by the Fund but only constitute collateral for the
seller's obligation to pay the repurchase price. Therefore, the Fund may
suffer time delays and incur costs or possible losses in connection with the
disposition of the collateral. In the event of a default under such a
repurchase agreement, instead of the contractual fixed rate of return, the
rate of return to the Fund shall be dependent upon intervening fluctuations of
the market value of such security and the accrued interest on the security. In
such event, the Fund would have rights against the seller for breach of
contract with respect to any losses arising from market fluctuations following
the failure of the seller to perform.
In general, for Federal income tax purposes, repurchase agreements
are treated as collateralized loans secured by the securities "sold."
Therefore, amounts earned under such agreements will not be considered tax
exempt interest. The treatment of purchase and sales contracts is less
certain.
Borrowings
The Fund is authorized to borrow money in amounts of up to 5% of the
value of its total assets at the time of such borrowings; provided, however,
that the Fund is authorized to borrow moneys in amounts of up to 33 ?% of the
value of its total assets at the time of such borrowings to finance the
repurchase of its own common stock pursuant to tender offers or otherwise to
redeem or repurchase shares of preferred stock. Borrowings by the Fund
(commonly known, as with the issuance of preferred stock, as "leveraging")
create an opportunity for greater total return since, for example, the Fund
will not be required to sell portfolio securities to repurchase or redeem
shares but, at the same time, increase exposure to capital risk. In addition,
borrowed funds are subject to interest costs that may offset or exceed the
return earned on the borrowed funds.
DESCRIPTION OF AMPS
Certain of the capitalized terms used herein not otherwise defined in
this prospectus have the meaning provided in the Glossary at the back of this
prospectus.
33
General
The Series C AMPS will be shares of preferred stock that entitle
their holders to receive dividends when, as and if declared by the Board of
Directors, out of funds legally available therefor, at a rate per annum that
may vary for the successive Dividend Periods. After the Initial Dividend
Period, each Subsequent Dividend Period for the Series C AMPS generally will
be a 7-Day Dividend Period; provided however, that prior to any Auction, the
Fund may elect, subject to certain limitations described herein, upon giving
notice to holders thereof, a special dividend period of up to five years (a
"Special Dividend Period"). The Applicable Rate for a particular Dividend
Period will be determined by an Auction conducted on the Business Day before
the start of such Dividend Period. Beneficial Owners and Potential Beneficial
Owners of shares of AMPS may participate in Auctions therefor, although,
except in the case of a Special Dividend Period of more than 28 days,
Beneficial Owners desiring to continue to hold all of their shares of AMPS
regardless of the Applicable Rate resulting from Auctions need not
participate. For an explanation of Auctions and the method of determining the
Applicable Rate, see "The Auction" herein and in the statement of additional
information.
The Fund has outstanding 1,212 shares of two other series of Auction
Market Preferred Stock, each with a liquidation preference of $25,000 per
share, plus accumulated but unpaid dividends, for an aggregate initial
liquidation preference of $30,300,000 (the "Other AMPS"). The Other AMPS are
as follows: 518 shares of Auction Market Preferred Stock, Series A; and 694
shares of Auction Market Preferred Stock, Series B. The Series C AMPS offered
hereby rank on a parity with the Other AMPS with respect to dividends and
liquidation preference. The terms of the shares of Other AMPS are
substantially the same as the terms of the shares of AMPS described below.
The following is a brief description of the terms of the shares of
the Series C AMPS. This description does not purport to be complete and is
subject to and qualified in its entirety by reference to the Fund's Charter
and Articles Supplementary, including the provisions thereof establishing the
Series C AMPS. The Fund's Charter and the form of Articles Supplementary
establishing the terms of the Series C AMPS have been filed as exhibits to the
Registration Statement of which this prospectus is a part.
Dividends
General. The holders of shares of AMPS will be entitled to receive,
when, as and if declared by the Board of Directors of the Fund, out of funds
legally available therefor, cumulative cash dividends on their shares, at the
Applicable Rate determined as set forth below under "Determination of Dividend
Rate," payable on the respective dates set forth below. Dividends on the
shares of AMPS so declared and payable shall be paid (i) in preference to and
in priority over any dividends so declared and payable on the Fund's common
stock, and (ii) to the extent permitted under the Code, and to the extent
available, out of net tax exempt income earned on the Fund's investments.
Generally, dividends on shares of AMPS, to the extent that they are derived
from interest paid on Arizona Municipal Bonds, will be exempt from Federal
income taxes, subject to possible application of the alternative minimum tax,
and Arizona income tax, and to the extent that they are derived from interest
paid on Municipal Bonds, will be exempt from Federal income taxes, subject to
possible application of the alternative minimum tax. See "Taxes."
Dividends on the shares of AMPS will accumulate from the date on
which the Fund originally issues the shares of AMPS (the "Date of Original
Issue") and will be payable on the dates described below. Dividends on shares
of AMPS with respect to the Initial Dividend Period shall be payable on the
Initial Dividend Payment Date. Following the Initial Dividend Payment Date for
the AMPS, dividends on the AMPS will be payable, at the option of the Fund,
either (i) with respect to any 7-Day Dividend Period and any Short Term
Dividend Period of 35 or fewer days, on the day next succeeding the last day
thereof or (ii) with respect to any Short Term Dividend Period of more than 35
days and with respect to any Long Term Dividend Period, monthly on the first
Business Day of each calendar month during such Short Term Dividend Period or
Long Term Dividend Period and on the day next succeeding the last day thereof
(each such date referred to in clause (i) or (ii) being referred to herein as
a "Normal Dividend Payment Date"), except that if such Normal Dividend Payment
Date is not a Business Day, the Dividend Payment Date shall be the first
Business Day next succeeding such Normal Dividend Payment Date. Thus,
following the Initial Dividend Payment Date for AMPS, dividends generally will
be payable (in the case of Dividend Periods which are not Special Dividend
Periods) on each succeeding ____________ in the case of the Series C AMPS.
Although any particular Dividend Payment Date may not occur on the originally
scheduled date
34
because of the exceptions discussed above, the next succeeding Dividend
Payment Date, subject to such exceptions, will occur on the next following
originally scheduled date. If for any reason a Dividend Payment Date cannot be
fixed as described above, then the Board of Directors shall fix the Dividend
Payment Date. The Board of Directors by resolution prior to authorization of a
dividend by the Board of Directors may change a Dividend Payment Date if such
change does not adversely affect the contract rights of the holders of shares
of AMPS set forth in the Charter. The Initial Dividend Period, 7-Day Dividend
Periods and Special Dividend Periods are hereinafter sometimes referred to as
"Dividend Periods." Each dividend payment date determined as provided above is
hereinafter referred to as a "Dividend Payment Date."
Prior to each Dividend Payment Date, the Fund is required to deposit
with the Auction Agent sufficient funds for the payment of declared dividends.
The Fund does not intend to establish any reserves for the payment of
dividends.
Each dividend will be paid to the record holder of the AMPS, which
holder is expected to be the nominee of the Securities Depository. See "The
Auction -- Securities Depository." The Securities Depository will credit the
accounts of the Agent Members of the Existing Holders in accordance with the
Securities Depository's normal procedures which provide for payment in
same-day funds. The Agent Member of an Existing Holder will be responsible for
holding or disbursing such payments on the applicable Dividend Payment Date to
such Existing Holder in accordance with the instructions of such Existing
Holder. Dividends in arrears for any past Dividend Period may be declared and
paid at any time, without reference to any regular Dividend Payment Date, to
the nominee of the Securities Depository. Any dividend payment made on shares
of AMPS first shall be credited against the earliest declared but unpaid
dividends accumulated with respect to such shares.
Holders of shares of AMPS will not be entitled to any dividends,
whether payable in cash, property or stock, in excess of full cumulative
dividends except as described below under "-- Additional Dividends" in this
prospectus and under "Description of AMPS -- Dividends -- Non-Payment Period;
Late Charge" in the statement of additional information. No interest will be
payable in respect of any dividend payment or payments on the shares of AMPS
that may be in arrears.
The amount of cash dividends per share of the AMPS payable (if
declared) on the Initial Dividend Payment Date, and on each Dividend Payment
Date of each 7-Day Dividend Period and each Short Term Dividend Period shall
be computed by multiplying the Applicable Rate for such Dividend Period by a
fraction, the numerator of which will be the number of days in such Dividend
Period or part thereof that such share was outstanding and for which dividends
are payable on such Dividend Payment Date and the denominator of which will be
365, multiplying the amount so obtained by $25,000, and rounding the amount so
obtained to the nearest cent. During any Long Term Dividend Period, the amount
of cash dividends per share of AMPS payable (if declared) on any Dividend
Payment Date shall be computed by multiplying the Applicable Rate for such
Dividend Period by a fraction, the numerator of which will be such number of
days in such part of such Dividend Period that such share was outstanding and
for which dividends are payable on such Dividend Payment Date and the
denominator of which will be 360, multiplying the amount so obtained by
$25,000, and rounding the amount so obtained to the nearest cent.
Notification of Dividend Period. With respect to each Dividend Period
that is a Special Dividend Period, the Fund, at its sole option and to the
extent permitted by law, by telephonic and written notice (a "Request for
Special Dividend Period") to the Auction Agent and to each Broker-Dealer, may
request that the next succeeding Dividend Period for the AMPS will be a number
of days (other than seven), evenly divisible by seven, and not fewer than
seven nor more than 364 in the case of a Short Term Dividend Period or one
whole year or more but not greater than five years in the case of a Long Term
Dividend Period, specified in such notice, provided that the Fund may not give
a Request for Special Dividend Period (and any such request shall be null and
void) unless, for any Auction occurring after the initial Auction, Sufficient
Clearing Bids were made in the last occurring Auction and unless full
cumulative dividends and any amounts due with respect to redemptions, and any
Additional Dividends payable prior to such date have been paid in full. Such
Request for Special Dividend Period, in the case of a Short Term Dividend
Period, shall be given on or prior to the second Business Day but not more
than seven Business Days prior to an Auction Date for the AMPS and, in the
case of a Long Term Dividend Period, shall be given on or prior to the second
Business Day but not more than 28 days prior to an Auction Date for the AMPS.
Upon receiving such Request for Special Dividend Period, the Broker-Dealers
jointly shall determine whether, given the factors set forth below, it is
advisable that the Fund issue a Notice of Special Dividend Period for the AMPS
as contemplated by
35
such Request for Special Dividend Period and the Optional Redemption Price of
the AMPS during such Special Dividend Period and the Specific Redemption
Provisions and shall give the Fund written notice (a "Response") of such
determination by no later than the second Business Day prior to such Auction
Date. In the event the Response indicates that it is advisable that the Fund
give a notice of a Special Dividend Period for the AMPS, the Fund, by no later
than the second Business Day prior to such Auction Date may give a notice (a
"Notice of Special Dividend Period") to the Auction Agent, the Securities
Depository and each Broker-Dealer. See "Description of AMPS -- Dividends --
Notification of Dividend Period" in the statement of additional information
for a detailed description of these procedures.
Determination of Dividend Rate. The dividend rate on shares of the
AMPS during the period from and including the Date of Original Issue for the
Series C AMPS to but excluding the Initial Dividend Payment Date (the "Initial
Dividend Period") with respect to the Series C AMPS will be the rate per annum
set forth above under "Prospectus Summary -- Dividends and Dividend Periods."
Commencing on the Initial Dividend Payment Date for the Series C AMPS, the
Applicable Rate on the Series C AMPS for each Subsequent Dividend Period,
which Subsequent Dividend Period shall be a period commencing on and including
a Dividend Payment Date and ending on and including the calendar day prior to
the next Dividend Payment Date (or calendar day prior to the last Dividend
Payment Date in a Dividend Period if there is more than one Dividend Payment
Date), shall be equal to the rate per annum that results from the Auction with
respect to such Subsequent Dividend Period. The Initial Dividend Period and
Subsequent Dividend Period for the AMPS is referred to herein as a "Dividend
Period." Cash dividends shall be calculated as set forth above under
"Dividends -- General."
Restrictions on Dividends and Other Payments. Under the 1940 Act, the
Fund may not declare dividends or make other distributions on shares of common
stock or purchase any such shares if, at the time of the declaration,
distribution or purchase, as applicable (and after giving effect thereto),
asset coverage (as defined in the 1940 Act) with respect to the outstanding
shares of AMPS (and Other AMPS) would be less than 200% (or such other
percentage as in the future may be required by law). The Fund estimates that,
based on the composition of its portfolio at April 30, 2005, asset coverage
with respect to shares of AMPS would be approximately [ ]% representing
approximately [ ]% of the Fund's capital and [ ]% of the Fund's common stock
equity immediately after the issuance of the shares of AMPS offered hereby.
Under the Code, the Fund, among other things, must distribute at least 90% of
its investment company taxable income each year in order to maintain its
qualification for tax treatment as a regulated investment company. The
foregoing limitations on dividends, distributions and purchases under certain
circumstances may impair the Fund's ability to maintain such qualification.
See "Taxes" in the statement of additional information.
Upon any failure to pay dividends on shares of AMPS for two years or
more, the holders of the shares of AMPS will acquire certain additional voting
rights. See "Voting Rights" below. Such rights shall be the exclusive remedy
of the holders of shares of AMPS upon any failure to pay dividends on shares
of the Fund.
Additional Dividends. If the Fund retroactively allocates any net
capital gain or other income subject to regular Federal income taxes to shares
of AMPS without having given advance notice thereof to the Auction Agent as
described under "The Auction -- Auction Procedures -- Auction Date; Advance
Notice of Allocation of Taxable Income; Inclusion of Taxable Income in
Dividends" below, which may only happen when such allocation is made as a
result of the redemption of all or some of the outstanding shares of AMPS or
the liquidation of the Fund (the amount of such allocation referred to herein
as a "Retroactive Taxable Allocation"), the Fund, within 90 days (and
generally within 60 days) after the end of the Fund's fiscal year for which a
Retroactive Taxable Allocation is made, will provide notice thereof to the
Auction Agent and to each holder of shares (initially Cede as nominee of the
Securities Depository) during such fiscal year at such holder's address as the
same appears or last appeared on the stock books of the Fund. The Fund, within
30 days after such notice is given to the Auction Agent, will pay to the
Auction Agent (who then will distribute to such holders of shares of AMPS),
out of funds legally available therefor, an amount equal to the aggregate
Additional Dividend (as defined below) with respect to all Retroactive Taxable
Allocations made to such holders during the fiscal year in question.
An "Additional Dividend" means payment to a present or former holder
of shares of AMPS of an amount which, when taken together with the aggregate
amount of Retroactive Taxable Allocations made to such holder with respect to
the fiscal year in question, would cause such holder's dividends in dollars
(after Federal and Arizona income tax consequences) from the aggregate of both
the Retroactive Taxable Allocations and the Additional
36
Dividend to be equal to the dollar amount of the dividends which would have
been received by such holder if the amount of the aggregate Retroactive
Taxable Allocations had been excludable from the gross income of such holder.
Such Additional Dividend shall be calculated (i) without consideration being
given to the time value of money; (ii) assuming that no holder of shares of
AMPS is subject to the Federal alternative minimum tax with respect to
dividends received from the Fund; and (iii) assuming that each Retroactive
Taxable Allocation would be taxable in the hands of each holder of shares of
AMPS at the greater of: (a) the maximum combined marginal regular Federal and
Arizona individual income tax rate applicable to ordinary income or capital
gains depending on the taxable character of the distribution (including any
surtax); or (b) the maximum combined marginal regular Federal and Arizona
corporate income tax rate applicable to ordinary income or capital gains
depending on the taxable character of the distribution (taking into account in
both (a) and (b) the Federal income tax deductibility of state and local taxes
paid or incurred but not any phase out of, or provision limiting, personal
exemptions, itemized deductions, or the benefit of lower tax brackets and
assuming the taxability of Federally tax exempt dividends for corporations for
Arizona income tax purposes). Although the Fund generally intends to designate
any Additional Dividend as an exempt-interest dividend to the extent permitted
by applicable law, it is possible that all or a portion of any Additional
Dividend will be taxable to the recipient thereof. See "Taxes" in the
statement of additional information. The Fund will not pay a further
Additional Dividend with respect to any taxable portion of an Additional
Dividend.
If the Fund does not give advance notice of the amount of taxable
income to be included in a dividend on shares of AMPS in the related Auction,
the Fund may include such taxable income in a dividend on shares of AMPS if it
increases the dividend by an additional amount calculated as if such income
were a Retroactive Taxable Allocation and the additional amount were an
Additional Dividend and notifies the Auction Agent of such inclusion at least
five Business Days prior to the applicable Dividend Payment Date. See "The
Auction -- Auction Procedures -- Auction Date; Advance Notice of Allocation of
Taxable Income; Inclusion of Taxable Income in Dividends" below.
Asset Maintenance
The Fund will be required to satisfy two separate asset maintenance
requirements under the terms of the Articles Supplementary. These requirements
are summarized below.
1940 Act AMPS Asset Coverage. The Fund will be required under the
Articles Supplementary to maintain, with respect to shares of AMPS, as of the
last Business Day of each month in which any shares of AMPS are outstanding,
asset coverage of at least 200% with respect to senior securities that are
stock, including the shares of AMPS and Other AMPS (or such other asset
coverage as in the future may be specified in or under the 1940 Act as the
minimum asset coverage for senior securities that are stock of a closed-end
investment company as a condition of paying dividends on its common stock)
("1940 Act AMPS Asset Coverage"). If the Fund fails to maintain 1940 Act AMPS
Asset Coverage and such failure is not cured as of the last Business Day of
the following month (the "1940 Act Cure Date"), the Fund will be required
under certain circumstances to redeem certain of the shares of AMPS. See
"Redemption" below.
Based upon the composition of the Fund's portfolio at April 30, 2005,
the 1940 Act AMPS Asset Coverage immediately following the issuance of AMPS
offered hereby (after giving effect to the deduction of the underwriting
discount and offering expenses for the shares of AMPS) will be computed as
follows:
Value of Fund assets less
liabilities not constituting
senior securities = $[ ] = [ ]%
--------------------------------------------------- ------------------
Senior securities representing $[ ]
indebtedness plus liquidation
value of the shares of AMPS
AMPS Basic Maintenance Amount. So long as shares of AMPS are
outstanding, the Fund will be required under the Articles Supplementary to
maintain as of the last Business Day of each week (a "Valuation Date") Moody's
Eligible Assets and S&P Eligible Assets each having in the aggregate a
Discounted Value at least equal to the AMPS Basic Maintenance Amount. The AMPS
Basic Maintenance Amount includes the sum of (i) the aggregate liquidation
value of AMPS and Other AMPS then outstanding and (ii) certain accrued and
projected
37
payment obligations of the Fund. See "Description of AMPS -- Asset Maintenance
-- AMPS Basic Maintenance Amount" in the statement of additional information.
If the Fund fails to meet such requirement as of any Valuation Date and such
failure is not cured on or before the sixth Business Day after such Valuation
Date (the "AMPS Basic Maintenance Cure Date"), the Fund will be required under
certain circumstances to redeem certain of the shares of AMPS. Upon any
failure to maintain the required Discounted Value, the Fund will use its best
efforts to alter the composition of its portfolio to reattain a Discounted
Value at least equal to the AMPS Basic Maintenance Amount on or prior to the
AMPS Basic Maintenance Cure Date. See "Redemption" herein and in the statement
of additional information.
Redemption
Optional Redemption. To the extent permitted under the 1940 Act and
under Maryland law, upon giving a Notice of Redemption, as provided in the
statement of additional information, the Fund, at its option, may redeem
shares of AMPS, in whole or in part, out of funds legally available therefor,
at the Optional Redemption Price per share on any Dividend Payment Date;
provided that no share of AMPS may be redeemed at the option of the Fund
during (a) the Initial Dividend Period with respect to such share or (b) a
Non-Call Period to which such share is subject. "Optional Redemption Price"
means $25,000 per share of AMPS plus an amount equal to accumulated but unpaid
dividends (whether or not earned or declared) to the date fixed for redemption
plus any applicable redemption premium, if any, attributable to the
designation of a Premium Call Period. In addition, holders of AMPS may be
entitled to receive Additional Dividends in the event of redemption of such
AMPS to the extent provided herein. See "Dividends -- Additional Dividends."
The Fund has the authority to redeem the AMPS for any reason and may redeem
all or part of the outstanding shares of AMPS if it anticipates that the
Fund's leveraged capital structure will result in a lower rate of return to
holders of common stock for any significant period of time than that
obtainable if the common stock were unleveraged.
Mandatory Redemption. The Fund will be required to redeem, out of
funds legally available therefor, at the Mandatory Redemption Price per share,
shares of AMPS to the extent permitted under the 1940 Act and Maryland law, on
a date fixed by the Board of Directors, if the Fund fails to maintain Moody's
Eligible Assets and S&P Eligible Assets each with an aggregate Discounted
Value equal to or greater than the AMPS Basic Maintenance Amount or to satisfy
the 1940 Act AMPS Asset Coverage and such failure is not cured on or before
the AMPS Basic Maintenance Cure Date or the 1940 Act Cure Date (herein
collectively referred to as a "Cure Date"), as the case may be. "Mandatory
Redemption Price" means $25,000 per share of AMPS plus an amount equal to
accumulated but unpaid dividends (whether or not earned or declared) to the
date fixed for redemption. In addition, holders of AMPS may be entitled to
receive Additional Dividends in the event of redemption of such AMPS to the
extent provided herein. See "Dividends -- Additional Dividends."
For a discussion of the allocation procedures to be used if fewer
than all of the outstanding shares of AMPS are to be redeemed and for a
discussion of other redemption procedures, see "Description of AMPS --
Redemption" in the statement of additional information.
Liquidation Rights
Upon any liquidation, dissolution or winding up of the Fund, whether
voluntary or involuntary, the holders of shares of AMPS will be entitled to
receive, out of the assets of the Fund available for distribution to
stockholders, before any distribution or payment is made upon any shares of
common stock or any other capital stock of the Fund ranking junior in right of
payment upon liquidation of AMPS, $25,000 per share together with the amount
of any dividends accumulated but unpaid (whether or not earned or declared)
thereon to the date of distribution, and after such payment the holders of
AMPS will be entitled to no other payments except for Additional Dividends. If
such assets of the Fund shall be insufficient to make the full liquidation
payment on the outstanding shares of AMPS and liquidation payments on any
other outstanding class or series of preferred stock of the Fund ranking on a
parity with the AMPS as to payment upon liquidation, including the Other AMPS,
then such assets will be distributed among the holders of such shares of AMPS
and the holders of shares of such other class or series, including the Other
AMPS, ratably in proportion to the respective preferential amounts to which
they are entitled. After payment of the full amount of liquidation
distribution to which they are entitled, the holders of AMPS will not be
entitled to any further participation in any distribution of assets by the
Fund. A consolidation, merger or share exchange of the Fund with or into any
other entity or entities or a sale, whether for cash, shares of stock,
securities or properties, of
38
all or substantially all or any part of the assets of the Fund shall not be
deemed or construed to be a liquidation, dissolution or winding up of the
Fund.
Voting Rights
Except as otherwise indicated in this prospectus and the statement of
additional information and except as otherwise required by applicable law,
holders of shares of AMPS will be entitled to one vote per share on each
matter submitted to a vote of stockholders of the Fund and will vote together
with holders of shares of Other AMPS and holders of shares of common stock as
a single class.
The 1940 Act and the Articles Supplementary require that the holders
of preferred stock, including the AMPS and Other AMPS, voting as a separate
class, have the rights to elect two of the Fund's Directors at all times and
to elect a majority of the Directors at any time that two full years'
dividends on the AMPS (and Other AMPS) are unpaid. The holders of AMPS (and
Other AMPS) will vote as a separate class or classes on certain other matters
as required under the Articles Supplementary, the 1940 Act and Maryland law.
In addition, the Series C AMPS (and Other AMPS) may vote as a separate series
under certain circumstances. See "Description of AMPS -- Voting Rights" in the
statement of additional information.
THE AUCTION
Certain of the capitalized terms used herein not otherwise defined in
this prospectus have the meaning provided in the Glossary at the back of this
prospectus.
General
Holders of the shares of the Series C AMPS will be entitled to
receive cumulative cash dividends on their shares when, as and if declared by
the Board of Directors of the Fund, out of funds legally available therefor,
on the Initial Dividend Payment Date with respect to the Initial Dividend
Period and, thereafter, on each Dividend Payment Date with respect to a
Subsequent Dividend Period (generally a period of seven days, subject to
certain exceptions set forth under "Description of AMPS -- Dividends --
General") at the rate per annum equal to the Applicable Rate for each such
Dividend Period.
The provisions of the Articles Supplementary establishing the terms
of the shares of the Series C AMPS offered hereby will provide that the
Applicable Rate for the Series C AMPS for each Dividend Period after the
Initial Dividend Period therefor will be equal to the rate per annum that the
Auction Agent advises has resulted on the Business Day preceding the first day
of such Dividend Period due to implementation of the auction procedures set
forth in the Articles Supplementary (the "Auction Procedures") in which
persons determine to hold or offer to purchase or sell shares of AMPS. The
Auction Procedures are attached as Appendix D to the statement of additional
information.
Each periodic operation of such procedures with respect to the shares
of AMPS is referred to hereinafter as an "Auction." If, however, the Fund
should fail to pay or duly provide for the full amount of any dividend on
shares of AMPS or the redemption price of shares of AMPS called for
redemption, the Applicable Rate for shares of AMPS will be determined as set
forth under "Description of AMPS -- Dividends -- Non-Payment Period; Late
Charge" in the statement of additional information.
Auction Agent Agreement. The Fund has entered into an agreement with
The Bank of New York (together with any successor bank or trust company or
other entity entering into a similar agreement with this Fund, the "Auction
Agent") (the "Auction Agent Agreement"), which provides, among other things,
that the Auction Agent will follow the Auction Procedures for the purpose of
determining the Applicable Rate for the AMPS. The Fund will pay the Auction
Agent compensation for its services under the Auction Agent Agreement.
Broker-Dealer Agreements. The Auction Agent has entered into
agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch") and more than 20 other broker-dealers and may enter into similar
agreements (collectively, the
39
"Broker-Dealer Agreements") with one or more other broker-dealers
(collectively, the "Broker-Dealers") selected by the Fund, which provide for
the participation of such Broker-Dealers in Auctions. Merrill Lynch is an
affiliate of the Investment Adviser in that they share a common parent,
Merrill Lynch & Co., Inc.
Securities Depository. The Depository Trust Company initially will
act as the Securities Depository for the Agent Members with respect to the
shares of the Series C AMPS. One or more registered certificates for all of
the shares of the Series C AMPS initially will be registered in the name of
Cede, as nominee of the Securities Depository. The certificate will bear a
legend to the effect that such certificate is issued subject to the provisions
restricting transfers of shares of AMPS to which it relates contained in the
Articles Supplementary. Cede initially will be the holder of record of all
shares of AMPS, and Beneficial Owners will not be entitled to receive
certificates representing their ownership interest in such shares. The
Securities Depository will maintain lists of its participants and will
maintain the positions (ownership interests) of shares of AMPS held by each
Agent Member, whether as the Beneficial Owner thereof for its own account or
as nominee for the Beneficial Owner thereof. Payments made by the Fund to
holders of AMPS will be duly made by making payments to the nominee of the
Securities Depository.
Auction Procedures
The following is a brief discussion of the procedures to be used in
conducting Auctions. This summary is qualified by reference to the Auction
Procedures set forth in Appendix D to the statement of additional information.
The Settlement Procedures to be used with respect to Auctions are set forth in
Appendix D to the statement of additional information.
Auction Date; Advance Notice of Allocation of Taxable Income;
Inclusion of Taxable Income in Dividends. An Auction to determine the
Applicable Rate for the shares of the Series C AMPS offered hereby for each
Dividend Period (other than the Initial Dividend Period therefor) will be held
on the first Business Day (as hereinafter defined) preceding the first day of
such Dividend Period, which first day is also a Dividend Payment Date for the
preceding Dividend Period (the date of each Auction being referred to herein
as an "Auction Date"). "Business Day" means a day on which the New York Stock
Exchange (the "NYSE") is open for trading and which is not a Saturday, Sunday
or other day on which banks in the City of New York are authorized or
obligated by law to close. Auctions for shares of the Series C AMPS for
Dividend Periods after the Initial Dividend Period normally will be held every
[Friday] after the preceding Dividend Payment Date, and each subsequent
Dividend Period normally will begin on the following [ ] (also a Dividend
Payment Date). The Auction Date and the first day of the related Dividend
Period for the Series C AMPS (both of which must be Business Days) need not be
consecutive calendar days. For example, in most cases, if the [ ] that
normally would be an Auction Date for Series C AMPS is not a Business Day,
then such Auction Date will be the preceding [ ] and the first day of the
related Dividend Period will continue to be the following [ ]. See
"Description of AMPS -- Dividends" for information concerning the
circumstances under which a Dividend Payment Date may fall on a date other
than the days specified above, which may affect the Auction Date.
Except as noted below, whenever the Fund intends to include any net
capital gain or other income subject to regular Federal income taxes in any
dividend on shares of AMPS, the Fund will notify the Auction Agent of the
amount to be so included at least five Business Days prior to the Auction Date
on which the Applicable Rate for such dividend is to be established. Whenever
the Auction Agent receives such notice from the Fund, in turn it will notify
each Broker-Dealer, who, on or prior to such Auction Date, in accordance with
its Broker-Dealer Agreement, will notify its customers who are Beneficial
Owners and Potential Beneficial Owners believed to be interested in submitting
an Order in the Auction to be held on such Auction Date. The Fund also may
include such income in a dividend on shares of AMPS without giving advance
notice thereof if it increases the dividend by an additional amount calculated
as if such income were a Retroactive Taxable Allocation and the additional
amount were an Additional Dividend; provided that the Fund will notify the
Auction Agent of the additional amounts to be included in such dividend at
least five Business Days prior to the applicable Dividend Payment Date. See
"Description of AMPS -- Dividends -- Additional Dividends" above.
Orders by Beneficial Owners, Potential Beneficial Owners, Existing
Holders and Potential Holders. On or prior to each Auction Date:
(a) each Beneficial Owner may submit to its Broker-Dealer by
telephone a:
40
(i) Hold Order -- indicating the number of
outstanding shares, if any, of AMPS that such Beneficial
Owner desires to continue to hold without regard to the
Applicable Rate for the next Dividend Period for such
shares;
(ii) Bid -- indicating the number of outstanding
shares, if any, of AMPS that such Beneficial Owner desires
to continue to hold, provided that the Applicable Rate for
the next Dividend Period for such shares is not less than
the rate per annum then specified by such Beneficial Owner;
and/or
(iii) Sell Order -- indicating the number of
outstanding shares, if any, of AMPS that such Beneficial
Owner offers to sell without regard to the Applicable Rate
for the next Dividend Period for such shares; and
(b) Broker-Dealers will contact customers who are Potential
Beneficial Owners of shares of AMPS to determine whether such
Potential Beneficial Owners desire to submit Bids indicating the
number of shares of AMPS which they offer to purchase provided that
the Applicable Rate for the next Dividend Period for such shares is
not less than the rates per annum specified in such Bids.
The communication by a Beneficial Owner or Potential Beneficial Owner
to a Broker-Dealer and the communication by a Broker-Dealer, whether or not
acting for its own account, to the Auction Agent of the foregoing information
is hereinafter referred to as an "Order" and collectively as "Orders." A
Beneficial Owner or a Potential Beneficial Owner placing an Order, including a
Broker-Dealer acting in such capacity for its own account, is hereinafter
referred to as a "Bidder" and collectively as "Bidders." Any Order submitted
by a Beneficial Owner or a Potential Beneficial Owner to its Broker-Dealer, or
by a Broker-Dealer to the Auction Agent, prior to the Submission Deadline on
any Auction Date shall be irrevocable.
In an Auction, a Beneficial Owner may submit different types of
Orders with respect to shares of AMPS then held by such Beneficial Owner, as
well as Bids for additional shares of AMPS. For information concerning the
priority given to different types of Orders placed by Beneficial Owners, see
"Submission of Orders by Broker-Dealers to Auction Agent" below.
The Maximum Applicable Rate for shares of AMPS will be the higher of
(A) the Applicable Percentage of the Reference Rate or (B) the Applicable
Spread plus the Reference Rate. The Auction Agent will round each applicable
Maximum Applicable Rate to the nearest one-thousandth (0.001) of one percent
per annum, with any such number ending in five ten-thousandths of one percent
being rounded upwards to the nearest one-thousandth (0.001) of one percent.
The Auction Agent will not round the applicable Reference Rate as part of its
calculation of the Maximum Applicable Rate.
The Maximum Applicable Rate for shares of AMPS will depend on the
credit rating or ratings assigned to such shares. The Applicable Percentage
and the Applicable Spread will be determined based on (i) the lower of the
credit rating or ratings assigned on such date to such shares by Moody's and
S&P (or if Moody's or S&P or both shall not make such rating available, the
equivalent of either or both of such ratings by a Substitute Rating Agency or
two Substitute Rating Agencies or, in the event that only one such rating
shall be available, such rating) and (ii) whether the Fund has provided
notification to the Auction Agent prior to the Auction establishing the
Applicable Rate for any dividend that net capital gain or other taxable income
will be included in such dividend on shares of AMPS as follows:
Applicable Applicable Applicable Applicable
Credit Ratings Percentage Percentage Spread Over Spread Over
----------------------------- of Reference of Reference Reference Reference
Rate-No Rate- Rate-No Rate-
Moody's S&P Notification Notification Notification Notification
-------------- --------------- ------------ ------------ ------------ ------------
Aaa AAA 110% 125% 1.10% 1.25%
Aa3 to Aa1 AA- to AA+ 125% 150% 1.25% 1.50%
A3 to A1 A- to A+ 150% 200% 1.50% 2.00%
Baa3 to Baa1 BBB- to BBB+ 175% 250% 1.75% 2.50%
41
Below Baa3 Below BBB- 200% 300% 2.00% 3.00%
There is no minimum Applicable Rate in respect of any Dividend Period.
The Applicable Percentage and the Applicable Spread as so determined
may be further subject to upward but not downward adjustment in the discretion
of the Board of Directors of the Fund after consultation with the
Broker-Dealers, provided that immediately following any such increase, the
Fund would be in compliance with the AMPS Basic Maintenance Amount. The Fund
will take all reasonable action necessary to enable either S&P or Moody's, or
both to provide a rating for the AMPS, subject to the Fund's ability to
terminate compliance with the rating agency guidelines as discussed under
"Rating Agency Guidelines." If either S&P or Moody's, or both, shall not make
such a rating available, and subject to the Fund's ability to terminate
compliance with the rating agency guidelines discussed under "Rating Agency
Guidelines," Merrill Lynch or its affiliates and successors, after obtaining
the Fund's approval, will select another NRSRO (a "Substitute Rating Agency")
or two other NRSROs ("Substitute Rating Agencies") to act as a Substitute
Rating Agency or Substitute Rating Agencies, as the case may be.
Any Bid by a Beneficial Owner specifying a rate per annum higher than
the Maximum Applicable Rate will be treated as a Sell Order, and any Bid by a
Potential Beneficial Owner specifying a rate per annum higher than the Maximum
Applicable Rate will not be considered. See "Determination of Sufficient
Clearing Bids, Winning Bid Rate and Applicable Rate" and "Acceptance and
Rejection of Submitted Bids and Submitted Sell Orders and Allocation of
Shares."
Neither the Fund nor the Auction Agent will be responsible for a
Broker-Dealer's failure to comply with the foregoing.
A Broker-Dealer also may hold AMPS in its own account as a Beneficial
Owner. A Broker-Dealer thus may submit Orders to the Auction Agent as a
Beneficial Owner or a Potential Beneficial Owner and therefore participate in
an Auction as an Existing Holder or Potential Holder on behalf of both itself
and its customers. Any Order placed with the Auction Agent by a Broker-Dealer
as or on behalf of a Beneficial Owner or a Potential Beneficial Owner will be
treated in the same manner as an Order placed with a Broker-Dealer by a
Beneficial Owner or a Potential Beneficial Owner. Similarly, any failure by a
Broker-Dealer to submit to the Auction Agent an Order in respect of any AMPS
held by it or its customers who are Beneficial Owners will be treated in the
same manner as a Beneficial Owner's failure to submit to its Broker-Dealer an
Order in respect of AMPS held by it, as described in the next paragraph.
Inasmuch as a Broker-Dealer participates in an Auction as an Existing Holder
or a Potential Holder only to represent the interests of a Beneficial Owner or
Potential Beneficial Owner, whether it be its customers or itself, all
discussion herein relating to the consequences of an Auction for Existing
Holders and Potential Holders also applies to the underlying beneficial
ownership interests represented thereby. For information concerning the
priority given to different types of Orders placed by Existing Holders, see
"Submission of Orders by Broker-Dealers to Auction Agent." Each purchase or
sale in an Auction will be settled on the Business Day next succeeding the
Auction Date at a price per share equal to $25,000. See "Notification of
Results; Settlement" below.
If one or more Orders covering in the aggregate all of the
outstanding shares of AMPS held by a Beneficial Owner are not submitted to the
Auction Agent prior to the Submission Deadline, either because a Broker-Dealer
failed to contact such Beneficial Owner or otherwise, the Auction Agent shall
deem a Hold Order (in the case of an Auction relating to a Dividend Period
which is not a Special Dividend Period of more than 28 days) and a Sell Order
(in the case of an Auction relating to a Special Dividend Period of more than
28 days) to have been submitted on behalf of such Beneficial Owner covering
the number of outstanding shares of AMPS held by such Beneficial Owner and not
subject to Orders submitted to the Auction Agent.
If all of the outstanding shares of AMPS are subject to Submitted
Hold Orders, the Dividend Period next succeeding the Auction automatically
shall be the same length as the immediately preceding Dividend Period, and the
Applicable Rate for the next Dividend Period for all shares of AMPS will be
60% of the Reference Rate on the date of the applicable Auction (or 90% of
such rate if the Fund has provided notification to the Auction Agent prior to
the Auction establishing the Applicable Rate for any dividend that net capital
gain or other taxable income will be included in such dividend on shares of
AMPS).
42
For the purposes of an Auction, shares of AMPS for which the Fund
shall have given notice of redemption and deposited moneys therefor with the
Auction Agent in trust or segregated in an account at the Fund's custodian
bank for the benefit of holders of AMPS to be redeemed and for payment to the
Auction Agent, as set forth under "Description of AMPS -- Redemption" in the
statement of additional information, will not be considered as outstanding and
will not be included in such Auction. Pursuant to the Articles Supplementary
of the Fund, the Fund will be prohibited from reissuing and its affiliates
(other than Merrill Lynch) will be prohibited from transferring (other than to
the Fund) any shares of AMPS they may acquire. Neither the Fund nor any
affiliate of the Fund may submit an Order in any Auction, except that an
affiliate of the Fund that is a Broker-Dealer (i.e., Merrill Lynch) may submit
an Order.
Submission of Orders by Broker-Dealers to Auction Agent. Prior to
1:00 p.m., Eastern time, on each Auction Date, or such other time on the
Auction Date as may be specified by the Auction Agent (the "Submission
Deadline"), each Broker-Dealer will submit to the Auction Agent in writing or
through a mutually acceptable electronic means all Orders obtained by it for
the Auction to be conducted on such Auction Date, designating itself (unless
otherwise permitted by the Fund) as the Existing Holder or Potential Holder in
respect of the shares of AMPS subject to such Orders. Any Order submitted by a
Beneficial Owner or a Potential Beneficial Owner to its Broker-Dealer, or by a
Broker-Dealer to the Auction Agent, prior to the Submission Deadline on any
Auction Date, shall be irrevocable.
If the rate per annum specified in any Bid contains more than three
figures to the right of the decimal point, the Auction Agent will round such
rate per annum up to the next highest one-thousandth (.001) of 1%.
If one or more Orders of an Existing Holder are submitted to the
Auction Agent and such Orders cover in the aggregate more than the number of
outstanding shares of AMPS held by such Existing Holder, such Orders will be
considered valid in the following order of priority:
(a) any Hold Order will be considered valid up to and
including the number of outstanding shares of AMPS held by such
Existing Holder, provided that if more than one Hold Order is
submitted by such Existing Holder and the number of shares of AMPS
subject to such Hold Orders exceeds the number of outstanding shares
of AMPS held by such Existing Holder, the number of shares of AMPS
subject to each of such Hold Orders will be reduced pro rata so that
such Hold Orders, in the aggregate, will cover exactly the number of
outstanding shares of AMPS held by such Existing Holder;
(b) any Bids will be considered valid, in the ascending
order of their respective rates per annum if more than one Bid is
submitted by such Existing Holder, up to and including the excess of
the number of outstanding shares of AMPS held by such Existing Holder
over the number of outstanding shares of AMPS subject to any Hold
Order referred to in clause (a) above (and if more than one Bid
submitted by such Existing Holder specifies the same rate per annum
and together they cover more than the remaining number of shares that
can be the subject of valid Bids after application of clause (a)
above and of the foregoing portion of this clause (b) to any Bid or
Bids specifying a lower rate or rates per annum, the number of shares
subject to each of such Bids will be reduced pro rata so that such
Bids, in the aggregate, cover exactly such remaining number of
outstanding shares); and the number of outstanding shares, if any,
subject to Bids not valid under this clause (b) shall be treated as
the subject of a Bid by a Potential Holder; and
(c) any Sell Order will be considered valid up to and
including the excess of the number of outstanding shares of AMPS held
by such Existing Holder over the sum of the number of shares of AMPS
subject to Hold Orders referred to in clause (a) above and the number
of shares of AMPS subject to valid Bids by such Existing Holder
referred to in clause (b) above; provided that, if more than one Sell
Order is submitted by any Existing Holder and the number of shares of
AMPS subject to such Sell Orders is greater than such excess, the
number of shares of AMPS subject to each of such Sell Orders will be
reduced pro rata so that such Sell Orders, in the aggregate, will
cover exactly the number of shares of AMPS equal to such excess.
If more than one Bid of any Potential Holder is submitted in any
Auction, each Bid submitted in such Auction will be considered a separate Bid
with the rate per annum and number of shares of AMPS therein specified.
43
Determination of Sufficient Clearing Bids, Winning Bid Rate and
Applicable Rate. Not earlier than the Submission Deadline for each Auction,
the Auction Agent will assemble all Orders submitted or deemed submitted to it
by the Broker-Dealers (each such "Hold Order," "Bid" or "Sell Order" as
submitted or deemed submitted by a Broker-Dealer hereinafter being referred to
as a "Submitted Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as
the case may be, or as a "Submitted Order") and will determine the excess of
the number of outstanding shares of AMPS over the number of outstanding shares
of AMPS subject to Submitted Hold Orders (such excess being referred to as the
"Available AMPS") and whether Sufficient Clearing Bids have been made in such
Auction. Sufficient Clearing Bids will have been made if the number of
outstanding shares of AMPS that are the subject of Submitted Bids of Potential
Holders with rates per annum not higher than the Maximum Applicable Rate
equals or exceeds the number of outstanding shares that are the subject of
Submitted Sell Orders (including the number of shares subject to Bids of
Existing Holders specifying rates per annum higher than the Maximum Applicable
Rate).
If Sufficient Clearing Bids have been made, the Auction Agent will
determine the lowest rate per annum specified in the Submitted Bids (the
"Winning Bid Rate") which would result in the number of shares subject to
Submitted Bids specifying such rate per annum or a lower rate per annum being
at least equal to the Available AMPS. If Sufficient Clearing Bids have been
made, the Winning Bid Rate will be the Applicable Rate for the next Dividend
Period for all shares of AMPS then outstanding.
If Sufficient Clearing Bids have not been made (other than because
all outstanding shares of AMPS are the subject of Submitted Hold Orders), the
Dividend Period next following the Auction automatically will be a 7-Day
Dividend Period in the case of the Series C AMPS, and the Applicable Rate for
such Dividend Period will be equal to the Maximum Applicable Rate.
If Sufficient Clearing Bids have not been made, Beneficial Owners
that have Submitted Sell Orders will not be able to sell in the Auction all,
and may not be able to sell any, shares of AMPS subject to such Submitted Sell
Orders. See "Acceptance and Rejection of Submitted Bids and Submitted Sell
Orders and Allocation of Shares." Thus, under some circumstances, Beneficial
Owners may not have liquidity of investment.
Acceptance and Rejection of Submitted Bids and Submitted Sell Orders
and Allocation of Shares. Based on the determinations described under
"Determination of Sufficient Clearing Bids, Winning Bid Rate and Applicable
Rate" and subject to the discretion of the Auction Agent to round as described
below, Submitted Bids and Submitted Sell Orders will be accepted or rejected
in the order of priority set forth in the Auction Procedures with the result
that Existing Holders and Potential Holders of AMPS will sell, continue to
hold and/or purchase shares of AMPS as set forth below. Existing Holders that
submit or are deemed to have submitted Hold Orders will continue to hold the
shares of AMPS subject to such Hold Orders.
If Sufficient Clearing Bids have been made:
(a) each Existing Holder that placed a Submitted Bid
specifying a rate per annum higher than the Winning Bid Rate or a
Submitted Sell Order will sell the outstanding shares of AMPS subject
to such Submitted Bid or Submitted Sell Order;
(b) each Existing Holder that placed a Submitted Bid
specifying a rate per annum lower than the Winning Bid Rate will
continue to hold the outstanding shares of AMPS subject to such
Submitted Bid;
(c) each Potential Holder that placed a Submitted Bid
specifying a rate per annum lower than the Winning Bid Rate will
purchase the number of shares of AMPS subject to such Submitted Bid;
(d) each Existing Holder that placed a Submitted Bid
specifying a rate per annum equal to the Winning Bid Rate will
continue to hold the outstanding shares of AMPS subject to such
Submitted Bids, unless the number of outstanding shares of AMPS
subject to all such Submitted Bids of Existing Holders is greater
than the excess of the Available AMPS over the number of shares of
AMPS accounted for in clauses (b) and (c) above, in which event each
Existing Holder with such a Submitted Bid will sell a number of
outstanding shares of AMPS determined on a pro rata basis based on
the number of outstanding shares of AMPS subject to all such
Submitted Bids of such Existing Holders; and
44
(e) each Potential Holder that placed a Submitted Bid
specifying a rate per annum equal to the Winning Bid Rate will
purchase any Available AMPS not accounted for in clause (b), (c) or
(d) above on a pro rata basis based on the shares of AMPS subject to
all such Submitted Bids of Potential Holders.
If Sufficient Clearing Bids have not been made (other than because
all outstanding shares of AMPS are the subject of Submitted Hold Orders):
(a) each Existing Holder that placed a Submitted Bid
specifying a rate per annum equal to or lower than the Maximum
Applicable Rate will continue to hold the outstanding shares of AMPS
subject to such Submitted Bid;
(b) each Potential Holder that placed a Submitted Bid
specifying a rate per annum equal to or lower than the Maximum
Applicable Rate will purchase the number of shares of AMPS subject to
such Submitted Bid; and
(c) each Existing Holder that placed a Submitted Bid
specifying a rate per annum higher than the Maximum Applicable Rate
or a Submitted Sell Order will sell a number of outstanding shares of
AMPS determined on a pro rata basis based on the outstanding shares
of AMPS subject to all such Submitted Bids and Submitted Sell Orders.
If as a result of the Auction Procedures described above any Existing
Holder would be entitled or required to sell, or any Potential Holder would be
entitled or required to purchase, a fraction of a share of AMPS, the Auction
Agent, in such manner as, in its sole discretion, it shall determine, will
round up or down the number of shares of AMPS being sold or purchased on such
Auction Date so that each share sold or purchased by each Existing Holder or
Potential Holder will be a whole share of AMPS. If any Potential Holder would
be entitled or required to purchase less than a whole share of AMPS, the
Auction Agent, in such manner as, in its sole discretion, it shall determine,
will allocate shares of AMPS for purchase among Potential Holders so that only
whole shares of AMPS are purchased by any such Potential Holder, even if such
allocation results in one or more of such Potential Holders not purchasing any
shares of AMPS.
Notification of Results; Settlement. The Auction Agent will advise
each Broker-Dealer who submitted a Bid or Sell Order in an Auction whether
such Bid or Sell Order was accepted or rejected in whole or in part and of the
Applicable Rate for the next Dividend Period for the related shares of AMPS by
telephone at approximately 3:00 p.m., Eastern time, on the Auction Date for
such Auction. Each such Broker-Dealer that submitted an Order for the account
of a customer then will advise such customer whether such Bid or Sell Order
was accepted or rejected, will confirm purchases and sales with each customer
purchasing or selling shares of AMPS as a result of the Auction and will
advise each customer purchasing or selling shares of AMPS to give instructions
to its Agent Member of the Securities Depository to pay the purchase price
against delivery of such shares or to deliver such shares against payment
therefor as appropriate. If a customer selling shares of AMPS as a result of
an Auction shall fail to instruct its Agent Member to deliver such shares, the
Broker-Dealer that submitted such customer's Bid or Sell Order will instruct
such Agent Member to deliver such shares against payment therefor. Each
Broker-Dealer that submitted a Hold Order in an Auction on behalf of a
customer also will advise such customer of the Applicable Rate for the next
Dividend Period for the AMPS. The Auction Agent will record each transfer of
shares of AMPS on the record book of Existing Holders to be maintained by the
Auction Agent. In accordance with the Securities Depository's normal
procedures, on the day after each Auction Date, the transactions described
above will be executed through the Securities Depository, and the accounts of
the respective Agent Members at the Securities Depository will be debited and
credited as necessary to effect the purchases and sales of shares of AMPS as
determined in such Auction. Purchasers will make payment through their Agent
Members in same-day funds to the Securities Depository against delivery
through their Agent Members; the Securities Depository will make payment in
accordance with its normal procedures, which now provide for payment in
same-day funds. If the procedures of the Securities Depository applicable to
AMPS shall be changed to provide for payment in next-day funds, then
purchasers may be required to make payment in next day funds. If any Existing
Holder selling shares of AMPS in an Auction fails to deliver such shares, the
Broker-Dealer of any person that was to have purchased shares of AMPS in such
Auction may deliver to such person a number of whole shares of AMPS that is
less than the number of shares that otherwise was to be purchased by such
person. In such event, the number of shares of AMPS to be so delivered will be
determined by such Broker- Dealer. Delivery of such lesser number of shares
will constitute good delivery.
45
Each Broker-Dealer Agreement also will provide that neither the Fund nor the
Auction Agent will have responsibility or liability with respect to the
failure of a Potential Beneficial Owner, Beneficial Owner or their respective
Agent Members to deliver shares of AMPS or to pay for shares of AMPS purchased
or sold pursuant to an Auction or otherwise.
Broker-Dealers
General. The Broker-Dealer Agreements provide that a Broker-Dealer
may submit Orders in Auctions for its own account, unless the Fund notifies
all Broker-Dealers that they no longer may do so; provided that Broker-Dealers
may continue to submit Hold Orders and Sell Orders. If a Broker-Dealer submits
an Order for its own account in any Auction of the AMPS, it may have knowledge
of Orders placed through it in that Auction and therefore have an advantage
over other Bidders, but such Broker-Dealer would not have knowledge of Orders
submitted by other Broker-Dealers in that Auction. As a result of bidding by a
Broker-Dealer in an Auction, the Applicable Rate may be higher or lower than
the rate that would have prevailed had the Broker-Dealer not Bid.
A Broker-Dealer may also Bid in an Auction in order to prevent what
would otherwise be (i) a failed Auction, (ii) an "all-hold" Auction, or (iii)
an Applicable Rate that the Broker-Dealer believes, in its sole discretion,
does not reflect the market for the AMPS at the time of the Auction. A
Broker-Dealer may, but is not obligated to, advise Beneficial Owners of AMPS
that the Applicable Rate that would apply in an "all-hold" Auction (i.e., all
of the outstanding AMPS are subject to Submitted Hold Orders) may be lower
than would apply if Beneficial Owners submit Bids and such advice, if given,
may facilitate the submission of Bids by Beneficial Owners that would avoid
the occurrence of an "all-hold" Auction.
Commission Inquiries. Merrill Lynch has advised the Fund that it and
various other broker-dealers and other firms that participate in the auction
rate securities market received letters from the staff of the Securities and
Exchange Commission last spring. The letters requested that each of these
firms voluntarily conduct an investigation regarding its respective practices
and procedures in that market. Pursuant to this request, Merrill Lynch
conducted its own voluntary review and reported its findings to the Securities
and Exchange Commission staff. At the Securities and Exchange Commission
staff's request, Merrill Lynch, together with certain other broker-dealers and
other firms that participate in the auction rate securities market, is
engaging in discussions with the Securities and Exchange Commission staff
concerning its inquiry. Neither Merrill Lynch nor the Fund can predict the
ultimate outcome of the inquiry or how that outcome will affect the market for
the AMPS or the auctions.
Fees. The Auction Agent after each Auction will pay a service charge
from funds provided by the Fund to each Broker-Dealer on the basis of the
purchase price of shares of AMPS placed by such Broker-Dealer at such Auction.
The service charge (i) for any 7-Day Dividend Period shall be payable at the
annual rate of 0.25% of the purchase price of the shares of AMPS placed by
such Broker-Dealer in any such Auction and (ii) for any Special Dividend
Period shall be determined by mutual consent of the Fund and any such
Broker-Dealer or Broker-Dealers and shall be based upon a selling concession
that would be applicable to an underwriting of fixed or variable rate
preferred shares with a similar final maturity or variable rate dividend
period, respectively, at the commencement of the Dividend Period with respect
to such Auction. For the purposes of the preceding sentence, shares of AMPS
will be placed by a Broker-Dealer if such shares were (i) the subject of Hold
Orders deemed to have been made by Beneficial Owners that were acquired by
such Beneficial Owners through such Broker-Dealer or (ii) the subject of the
following Orders submitted by such Broker-Dealer: (A) a Submitted Bid of a
Beneficial Owner that resulted in such Beneficial Owner continuing to hold
such shares as a result of the Auction, (B) a Submitted Bid of a Potential
Beneficial Owner that resulted in such Potential Beneficial Owner purchasing
such shares as a result of the Auction or (C) a Submitted Hold Order. A
Broker-Dealer may share a portion of any such fees with non-participating
broker-dealers that submit Orders to the Broker-Dealer for an Auction that are
placed by that Broker-Dealer in such Auction.
Secondary Trading Market. Broker-Dealers have no obligation to
maintain a secondary trading market in the AMPS outside of Auctions and there
can be no assurance that a secondary market for the AMPS will develop or, if
it does develop, that it will provide holders with a liquid trading market
(i.e., trading will depend on the presence of willing buyers and sellers and
the trading price is subject to variables to be determined at the time of the
trade by the Broker-Dealers). The AMPS will not be registered on any stock
exchange or on any automated quotation system. An increase in the level of
interest rates, particularly during any Long-Term Dividend Period, likely will
have an
46
adverse effect on the secondary market price of the AMPS, and a selling
stockholder may sell AMPS between Auctions at a price per share of less than
$25,000.
RATING AGENCY GUIDELINES
Certain of the capitalized terms used herein not otherwise defined in
this prospectus have the meaning provided in the Glossary at the back of this
prospectus.
The Fund currently intends that, so long as shares of AMPS are
outstanding and the AMPS are rated by Moody's and S&P, the composition of its
portfolio will reflect guidelines established by Moody's and S&P in connection
with the Fund's receipt of a rating for such shares on or prior to their Date
of Original Issue of at least Aaa from Moody's and AAA from S&P. Moody's and
S&P, which are NRSROs, issue ratings for various securities reflecting the
perceived creditworthiness of such securities. The Board of Directors of the
Fund, however, may determine that it is not in the best interest of the Fund
to continue to comply with the guidelines of Moody's or S&P (described below).
If the Fund voluntarily terminates compliance with Moody's or S&P guidelines,
the Fund will no longer be required to maintain a Moody's Discounted Value or
a S&P Discounted Value, as applicable, at least equal to the AMPS Basic
Maintenance Amount. If the Fund voluntarily terminates compliance with Moody's
or S&P guidelines, or both, at the time of termination, it must continue to be
rated by at least one NRSRO.
The guidelines described below have been developed by Moody's and S&P
in connection with issuances of asset-backed and similar securities, including
debt obligations and variable rate preferred stock, generally on a
case-by-case basis through discussions with the issuers of these securities.
The guidelines are designed to ensure that assets underlying outstanding debt
or preferred stock will be varied sufficiently and will be of sufficient
quality and amount to justify investment-grade ratings. The guidelines do not
have the force of law but have been adopted by the Fund in order to satisfy
current requirements necessary for Moody's and S&P to issue the
above-described ratings for shares of AMPS, which ratings generally are relied
upon by institutional investors in purchasing such securities. The guidelines
provide a set of tests for portfolio composition and asset coverage that
supplement (and in some cases are more restrictive than) the applicable
requirements under the 1940 Act. See "Description of AMPS -- Asset
Maintenance" herein and in the statement of additional information.
The Fund intends to maintain a Discounted Value for its portfolio at
least equal to the AMPS Basic Maintenance Amount. Moody's and S&P each has
established separate guidelines for determining Discounted Value. To the
extent any particular portfolio holding does not satisfy the applicable rating
agency's guidelines, all or a portion of such holding's value will not be
included in the calculation of Discounted Value (as defined by such rating
agency). The Moody's and S&P guidelines do not impose any limitations on the
percentage of Fund assets that may be invested in holdings not eligible for
inclusion in the calculation of the Discounted Value of the Fund's portfolio.
Upon any failure to maintain the required Discounted Value, the Fund
will seek to alter the composition of its portfolio to reattain a Discounted
Value at least equal to the AMPS Basic Maintenance Amount on or prior to the
AMPS Basic Maintenance Cure Date, thereby incurring additional transaction
costs and possible losses and/or gains on dispositions of portfolio
securities. To the extent any such failure is not cured in a timely manner,
shares of AMPS will be subject to redemption. See "Description of AMPS --
Asset Maintenance" and "Description of AMPS -- Redemption" herein and in the
statement of additional information.
The Fund may, but is not required to, adopt any modifications to
these guidelines that hereafter may be established by Moody's or S&P. Failure
to adopt any such modifications, however, may result in a change in the
ratings described above or a withdrawal of ratings altogether. In addition,
any rating agency providing a rating for the shares of AMPS, at any time, may
change or withdraw any such rating. As set forth in the Articles
Supplementary, the Board of Directors, without stockholder approval, may
modify certain definitions or restrictions that have been adopted by the Fund
pursuant to the rating agency guidelines, provided the Board of Directors has
obtained written confirmation from Moody's and S&P that any such change would
not impair the ratings then assigned by Moody's and S&P to the AMPS.
As described by Moody's and S&P, a preferred stock rating is an
assessment of the capacity and willingness of an issuer to pay preferred stock
obligations. The ratings on the AMPS are not recommendations to
47
purchase, hold or sell shares of AMPS, inasmuch as the ratings do not comment
as to market price or suitability for a particular investor, nor do the rating
agency guidelines described above address the likelihood that a holder of
shares of AMPS will be able to sell such shares in an Auction. The ratings are
based on current information furnished to Moody's and S&P by the Fund and the
Investment Adviser and information obtained from other sources. The ratings
may be changed, suspended or withdrawn as a result of changes in, or the
unavailability of, such information. The common stock has not been rated by a
nationally recognized statistical rating organization.
For additional information concerning the Moody's and S&P ratings
guidelines, see "Rating Agency Guidelines" in the statement of additional
information.
INVESTMENT ADVISORY AND MANAGEMENT ARRANGEMENTS
The Investment Adviser, which is owned and controlled by Merrill
Lynch & Co. Inc. ("ML & Co."), a financial services holding company and the
parent of Merrill Lynch, provides the Fund with investment advisory and
administrative services. The Investment Adviser acts as the investment adviser
to more than 50 registered investment companies and offers investment advisory
services to individuals and institutional accounts. As of [ ] 2005, the
Investment Adviser and its affiliates, including Merrill Lynch Investment
Managers, L.P. ("MLIM"), had a total of approximately $[ ] billion in
investment company and other portfolio assets under management, including
approximately $[ ] billion in fixed income assets. This amount includes assets
managed by certain affiliates of the Investment Adviser. The Investment
Adviser is a limited partnership, the partners of which are ML & Co. and
Princeton Services. The principal business address of the Investment Adviser
is 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
The Investment Advisory Agreement provides that, subject to the
supervision of the Fund's Board of Directors, the Investment Adviser is
responsible for the actual management of the Fund's portfolio. The
responsibility for making decisions to buy, sell or hold a particular security
rests with the Investment Adviser, subject to review by the Board of
Directors.
The portfolio manager primarily responsible for the Fund's day-to-day
management is Michael A. Kalinoski. Mr. Kalinoski has been a Vice President of
MLIM since 1999 and has 12 years experience investing in Municipal Bonds. The
Fund's portfolio manager will consider analyses from various sources, make the
necessary investment decisions, and place orders for transactions accordingly.
The statement of additional information provides additional information about
the Fund's portfolio manager's compensation, other accounts managed by the
portfolio manager, and the portfolio manager's ownership of securities of the
Fund.
For its services, the Fund pays the Investment Adviser a monthly fee
at the annual rate of 0.50% of the Fund's average weekly net assets ("average
weekly net assets" means the average weekly value of the total assets of the
Fund, including the proceeds from the issuance of preferred stock, minus the
sum of (i) accrued liabilities of the Fund, (ii) any accrued and unpaid
interest on outstanding borrowings and (iii) accumulated dividends on shares
of preferred stock). For purposes of this calculation, average weekly net
assets is determined at the end of each month on the basis of the average net
assets of the Fund for each week during the month. The assets for each weekly
period are determined by averaging the net assets at the last business day of
a week with the net assets at the last business day of the prior week. The
liquidation preference of any outstanding preferred stock (other than
accumulated dividends) is not considered a liability in determining the Fund's
average weekly net assets.
The Investment Advisory Agreement obligates the Investment Adviser to
provide investment advisory services and to pay all compensation of and
furnish office space for officers and employees of the Fund connected with
investment and economic research, trading and investment management of the
Fund, as well as the compensation of all Directors of the Fund who are
affiliated persons of the Investment Adviser or any of its affiliates. The
Fund pays all other expenses incurred in the operation of the Fund, including,
among other things, expenses for legal and auditing services, taxes, costs of
preparing, printing and mailing proxies, listing fees, stock certificates and
stockholder reports, charges of the custodian and the transfer agent, dividend
disbursing agent and registrar, Securities and Exchange Commission fees, fees
and expenses of non-interested Directors, accounting and pricing costs,
insurance, interest, brokerage costs, litigation and other extraordinary or
non-recurring expenses, mailing and other expenses properly payable by the
Fund. Certain accounting services are provided to the Fund by State Street
Bank and Trust Company ("State Street") pursuant to an agreement between State
Street and the Fund.
48
The Fund will pay the costs of these services. In addition, the Fund will
reimburse the Investment Adviser for certain additional accounting services.
TAXES
To the extent derived from Municipal Bond interest income, dividends
on the AMPS will be excludable from gross income for Federal income tax
purposes in the hands of holders of such AMPS, subject to the possible
application of the Federal alternative minimum tax and any state or local
income taxes. Interest income from other investments may produce taxable
dividends. The Fund is required to allocate net capital gain and other taxable
income, if any, proportionately among the common stock and the AMPS and Other
AMPS in accordance with the current position of the IRS described under the
heading "Taxes" in the statement of additional information. The Fund may
notify the Auction Agent of the amount of any net capital gain or other
anticipated taxable income to be included in any dividend on the AMPS prior to
the Auction establishing the Applicable Dividend Rate for such dividend. The
Auction Agent will in turn notify holders of the AMPS and prospective
purchasers. The Fund also may include such income in a dividend on shares of
AMPS without giving advance notice thereof if it increases the dividend by an
additional amount calculated as if such income were a Retroactive Taxable
Allocation and the additional amount were an Additional Dividend. See "The
Auction -- Auction Procedures --Auction Date; Advance Notice of Allocation of
Taxable Income; Inclusion of Taxable Income in Dividends." The amount of
taxable income allocable to the AMPS will depend upon the amount of such
income realized by the Fund and cannot be determined with certainty prior to
the end of the Fund's fiscal year, but it is not generally expected to be
significant.
To the extent that the dividends distributed by the Fund are from
Arizona Municipal Bond interest income, they are exempt from Federal income
tax but may be subject to state or local income taxes. Certain investors may
be subject to a Federal alternative minimum tax on dividends received from the
Fund. Interest income from other investments may produce taxable dividends. In
general, if at least [o ]% of the Fund's net assets are invested, on the last
business day of any calendar year, in assets that are exempt from Arizona [o ]
tax, shares of the Fund owned by Arizona residents will be exempt from Arizona
[o ] tax in the following year. The Fund may be subject to the Arizona minimum
corporate income tax of $50. If you are subject to income tax in a state other
than Arizona, the dividends derived from Arizona Municipal Bonds may be
subject to income tax in that state.
The State of Arizona is not authorized to issue general obligation
bonds.
If the Fund makes a Retroactive Taxable Allocation, it will pay
Additional Dividends to holders of AMPS who are subject to the Retroactive
Taxable Allocation. See "Description of AMPS -- Dividends -- Additional
Dividends." The Federal income tax consequences of Additional Dividends under
existing law are uncertain. The Fund intends to treat a holder as receiving a
dividend distribution in the amount of any Additional Dividend only as and
when such Additional Dividend is paid. An Additional Dividend generally will
be designated by the Fund as an exempt-interest dividend except as otherwise
required by applicable law. However, the IRS may assert that all or part of an
Additional Dividend is a taxable dividend either in the taxable year for which
the Retroactive Taxable Allocation is made or in the taxable year in which the
Additional Dividend is paid.
Generally within 60 days after the end of the Fund's taxable year,
the Fund will tell you the amount of exempt-interest dividends and capital
gain dividends you received during that year. Capital gain dividends are
taxable as long-term capital gains to you regardless of how long you have held
your shares.
The Fund will only purchase a Municipal Bond or Non-Municipal Tax
Exempt Security if it is accompanied by an opinion of counsel to the issuer,
which is delivered on the date of issuance of the security, that the interest
paid on such security is excludable from gross income for Federal income tax
purposes and, if applicable, is exempt from Arizona income tax. To the extent
that the dividends distributed by the Fund are from interest income that is
excludable from gross income for Federal income tax purposes, they are exempt
from Federal income tax. There is a possibility that events occurring after
the date of issuance of a security, or after a Fund's acquisition of a
security, may result in a determination that the interest on that security is,
in fact, includable in gross income for Federal income tax purposes
retroactively to its date of issue. Such a determination may cause a portion
of prior distributions received by stockholders, including holders of AMPS, to
be taxable to those stockholders in the year of receipt. The Fund will not pay
an Additional Dividend to a holder of AMPS under these circumstances.
49
Because the Fund may from time to time invest a substantial portion
of its portfolio in Municipal Bonds bearing income that could increase an AMPS
holder's tax liability under the Federal alternative minimum tax, the Fund
would not ordinarily be a suitable investment for investors who are subject to
the alternative minimum tax.
If at any time when AMPS are outstanding the Fund does not meet the
asset coverage requirements of the 1940 Act, the Fund will be required to
suspend distributions to holders of common stock until the asset coverage is
restored. See "Description of AMPS -- Dividends -- Restrictions on Dividends
and Other Payments" herein and in the statement of additional information.
This may prevent the Fund from meeting certain distribution requirements for
qualification as a RIC. Upon any failure to meet the asset coverage
requirements of the 1940 Act, the Fund, in its sole discretion, may, and under
certain circumstances will be required to, redeem AMPS in order to maintain or
restore the requisite asset coverage and avoid the adverse consequences to the
Fund and its stockholders of failing to qualify as a RIC. See "Description of
AMPS -- Redemption" herein and in the statement of additional information.
There can be no assurance, however, that any such action would achieve such
objectives.
By law, your dividends and redemption proceeds will be subject to a
withholding tax if you have not provided a tax identification number or social
security number or if the number you have provided is incorrect.
This section summarizes some of the consequences of an investment in
the Fund under current Federal income tax laws and Arizona state tax laws. It
is not a substitute for personal tax advice. Stockholders are urged to consult
their tax advisers regarding the applicability of any state or local taxes and
with specific questions regarding Federal taxes.
DESCRIPTION OF CAPITAL STOCK
The Fund is authorized to issue 200,000,000 shares of capital stock,
par value $.10 per share, all of which shares initially were classified as
common stock. The Board of Directors is authorized, however, to classify and
reclassify any unissued shares of capital stock into one or more additional or
other classes or series as may be established from time to time by setting or
changing in any one or more respects the designations, preferences, conversion
or other rights, voting powers, restrictions, limitations as to dividends,
qualifications or terms or conditions of redemption of such shares of stock
and pursuant to such classification or reclassification to increase or
decrease the number of authorized shares of any existing class or series. In
this regard, the Board of Directors previously reclassified 1,212 shares of
unissued common stock as Other AMPS and reclassified 400 shares of unissued
common stock as AMPS, which are being offered hereby. See "Description of
AMPS" herein and in the statement of additional information.
The following table shows the amount of (i) capital stock authorized,
(ii) capital stock held by the Fund for its own account and (iii) capital
stock outstanding for each class of authorized securities of the Fund as of
April 30, 2005.
Amount
Outstanding
(Exclusive Of
Amount Held Amount Held
By Fund For By Fund For
Amount Its Own Its Own
Title of Class Authorized Account Account)
-------------------------------------------------------- ------------ ------------ -------------
Common Stock............................................ 199,998,788 - 0 - 4,469,617
Auction Market Preferred Stock
Series A AMPS........................................ 694 - 0 - - 694-
Series B AMPS........................................ 518 - 0 - - 518 -
The Fund will send unaudited reports at least semi-annually and
audited annual financial statements to all of its stockholders.
50
Common Stock
Holders of common stock are entitled to share equally in dividends
declared by the Board of Directors payable to holders of common stock and in
the net assets of the Fund available for distribution to holders of common
stock after payment of the preferential amounts payable to holders of any
outstanding preferred stock. Neither holders of common stock nor holders of
preferred stock have pre-emptive or conversion rights and shares of common
stock are not redeemable. The outstanding shares of common stock are fully
paid and non-assessable.
Holders of common stock are entitled to one vote for each share held
and will vote with the holders of any outstanding shares of AMPS or other
preferred stock, including the Other AMPS, on each matter submitted to a vote
of holders of common stock, except as described under "Description of AMPS --
Voting Rights" herein and in the statement of additional information.
Stockholders are entitled to one vote for each share held. The shares
of common stock, AMPS, Other AMPS and any other preferred stock do not have
cumulative voting rights, which means that the holders of more than 50% of the
shares of common stock, AMPS, Other AMPS and any other preferred stock voting
for the election of Directors can elect all of the Directors standing for
election by such holders, and, in such event, the holders of the remaining
shares of common stock, AMPS, Other AMPS and any other preferred stock will
not be able to elect any of such Directors.
So long as any shares of the Fund's preferred stock are outstanding,
including the AMPS and Other AMPS, holders of common stock will not be
entitled to receive any net income of or other distributions from the Fund
unless all accumulated dividends on preferred stock have been paid, and unless
asset coverage (as defined in the 1940 Act) with respect to preferred stock
would be at least 200% after giving effect to such distributions. See
"Description of AMPS -- Dividends -- Restrictions on Dividends and Other
Payments" herein and in the statement of additional information.
Preferred Stock
The Fund has issued an aggregate of 1,212 shares of Other AMPS. Under
the Articles Supplementary for the AMPS, the Fund is authorized to issue an
aggregate of 400 shares of Series C AMPS. The terms of the shares of the Other
AMPS are substantially the same as the terms of the shares of the AMPS. See
"Description of AMPS." Under the 1940 Act, the Fund is permitted to have
outstanding more than one series of preferred stock as long as no single
series has priority over another series as to the distribution of assets of
the Fund or the payment of dividends. Neither holders of common stock nor
holders of preferred stock have pre-emptive rights to purchase any shares of
AMPS, Other AMPS or any other preferred stock that might be issued. It is
anticipated that the net asset value per share of the AMPS will equal its
original purchase price per share plus accumulated dividends per share.
Certain Provisions of the Charter and By-laws
The Fund's Charter includes provisions that could have the effect of
limiting the ability of other entities or persons to acquire control of the
Fund or to change the composition of its Board of Directors and could have the
effect of depriving common stockholders of an opportunity to sell their shares
at a premium over prevailing market prices by discouraging a third party from
seeking to obtain control of the Fund. A Director may be removed from office
with or without cause but only by vote of the holders of at least 66 ?% of the
shares entitled to vote in an election to fill that directorship. A director
elected by all of the holders of capital stock may be removed only by action
of such holders, and a director elected by the holders of AMPS and any other
preferred stock may be removed only by action of the holders of AMPS and any
other preferred stock.
In addition, the Charter requires the favorable vote of the holders
of at least 66 ?% of the Fund's shares to approve, adopt or authorize the
following:
o a merger or consolidation or statutory share exchange of the
Fund with any other corporation;
51
o a sale of all or substantially all of the Fund's assets (other
than in the regular course of the Fund's investment
activities); or
o a liquidation or dissolution of the Fund;
unless such action has been approved, adopted or authorized by the affirmative
vote of at least two-thirds of the total number of Directors fixed in
accordance with the By-laws, in which case the affirmative vote of a majority
of the Fund's shares of capital stock is required. The approval, adoption or
authorization of the foregoing also requires the favorable vote of a majority
of the Fund's outstanding shares (as defined in the 1940 Act) of preferred
stock, including the AMPS and the Other AMPS, then entitled to be voted,
voting as a separate class.
In addition, conversion of the Fund to an open-end investment company
would require an amendment to the Fund's Charter. The amendment would have to
be declared advisable by the Board of Directors prior to its submission to
stockholders. Such an amendment would require the favorable vote of the
holders of at least 66 ?% of the Fund's outstanding shares of capital stock
(including the AMPS, the Other AMPS and any other preferred stock) entitled to
be voted on the matter, voting as a single class (or a majority of such shares
if the amendment was previously approved, adopted or authorized by two-thirds
of the total number of Directors fixed in accordance with the By-laws), and
the affirmative vote of a majority of outstanding shares (as defined in the
1940 Act) of preferred stock of the Fund (including the AMPS and the Other
AMPS), voting as a separate class. Such a vote also would satisfy a separate
requirement in the 1940 Act that the change be approved by the stockholders.
Stockholders of an open-end investment company may require the company to
redeem their shares of common stock at any time (except in certain
circumstances as authorized by or under the 1940 Act) at their net asset
value, less such redemption charge, if any, as might be in effect at the time
of a redemption. If the Fund is converted to an open-end investment company,
it could be required to liquidate portfolio securities to meet requests for
redemption, and the common stock would no longer be listed on a stock
exchange. Conversion to an open-end investment company would also require
redemption of all outstanding shares of preferred stock (including the AMPS
and the Other AMPS) and would require changes in certain of the Fund's
investment policies and restrictions, such as those relating to the issuance
of senior securities, the borrowing of money and the purchase of illiquid
securities.
The Charter and By-laws provide that the Board of Directors has the
power to make, amend, alter or repeal any of the By-laws (except for any
By-law specified not to be altered or repealed by the Board), subject to the
requirements of the 1940 Act. Neither this provision of the Charter, nor any
of the foregoing provisions of the Charter requiring the affirmative vote of
66 ?% of shares of capital stock of the Fund, can be amended or repealed
except by the vote of such required number of shares.
The Board of Directors has determined that the 66 ?% voting
requirements described above, which are greater than the minimum requirements
under Maryland law or the 1940 Act, are in the best interests of stockholders
generally. Reference should be made to the Charter on file with the Securities
and Exchange Commission for the full text of these provisions.
CUSTODIAN
The Fund's securities and cash are held under a custodian agreement
with The Bank of New York, 100 Church Street, New York, New York 10286.
UNDERWRITING
Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Underwriter") has agreed, subject to the terms and conditions contained in a
purchase agreement with the Fund and the Investment Adviser, to purchase from
the Fund all of the shares of AMPS offered hereby. The Underwriter has agreed
to purchase all such shares if any are purchased.
The Fund and the Investment Adviser have agreed to indemnify the
Underwriter against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or to contribute to payments the
Underwriter may be required to make in respect of those liabilities.
52
The Underwriter is offering the shares, subject to prior sale, when,
as and if issued to and accepted by them, subject to approval of legal matters
by its counsel, including the validity of the shares, and other conditions
contained in the purchase agreement, such as the receipt by the Underwriter of
officer's certificates and legal opinions. The Underwriter reserves the right
to withdraw, cancel or modify offers to the public and to reject orders in
whole or in part.
Commissions and Discounts
The Underwriter has advised the Fund that it proposes initially to
offer the shares of AMPS to the public at the initial public offering price on
the cover page of this prospectus and to dealers at that price less a
concession not in excess of $137.50 per share. There is a sales charge or
underwriting discount of $250 per share, which is equal to 1% of the initial
public offering price per share. After the initial public offering, the public
offering price and concession may be changed. Investors must pay for any AMPS
purchased in the offering on or before [ ], 2005.
The expenses of the offering, excluding underwriting discount, are
estimated at $[ ] and are payable by the Fund.
Other Relationships
Merrill Lynch acts in Auctions as a Broker-Dealer as set forth under
"The Auction -- General -- Broker-Dealer Agreements" and will be entitled to
fees for services as a Broker-Dealer as set forth under "The Auction --
Broker-Dealers." Merrill Lynch also may provide information to be used in
ascertaining the Reference Rate.
The Fund also anticipates that Merrill Lynch may from time to time
act as a broker in connection with the execution of its portfolio
transactions. See "Portfolio Transactions" in the statement of additional
information. Merrill Lynch is an affiliate of the Investment Adviser. See
"Investment Restrictions" and "Portfolio Transactions" in the statement of
additional information.
The address of the Underwriter is 4 World Financial Center, New York,
New York 10080.
TRANSFER AGENT, DIVIDEND DISBURSING AGENT AND REGISTRAR
The transfer agent, dividend disbursing agent and registrar for the
Fund's shares of common stock, AMPS and Other AMPS is The Bank of New York,
101 Barclay Street, New York, New York 10286.
ACCOUNTING SERVICES PROVIDER
State Street Bank and Trust Company, 500 College Road East,
Princeton, New Jersey 08540, provides certain accounting services for the
Fund.
LEGAL MATTERS
Certain legal matters in connection with the AMPS offered hereby are
passed on for the Fund and the Underwriter by Sidley Austin Brown & Wood LLP,
New York, New York 10019.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND EXPERTS
__________ is the Fund's independent registered public accounting
firm. The audited financial statements of the Fund and certain of the
information appearing under the caption "Financial Highlights" included in
this prospectus have been audited by _______, an independent registered public
accounting firm, for the periods indicated in its report with respect thereto,
and are included in reliance upon such report and upon the authority of such
firm as experts in accounting and auditing. _______ has an office at
______________________.
53
ADDITIONAL INFORMATION
The Fund is subject to the informational requirements of the
Securities Exchange Act of 1934 and the 1940 Act and in accordance therewith
is required to file reports, proxy statements and other information with the
Securities and Exchange Commission. Any such reports and other information,
including the Fund's Code of Ethics, can be inspected and copied at the public
reference facilities of the Commission at 100 F Street, N.E., Washington, D.C.
20549. Information on the operation of such public reference facilities may be
obtained by calling the Commission at 1-202-942-8090. Copies of such materials
can be obtained from the public reference section of the Commission by writing
to 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates, or by
electronic request at publicinfo@sec.gov. The Commission maintains a Web site
at http://www.sec.gov containing reports and information statements and other
information regarding registrants, including the Fund, that file
electronically with the Commission. Reports, proxy statements and other
information concerning the Fund can also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.
Additional information regarding the Fund is contained in the
Registration Statement on Form N-2, including amendments, exhibits and
schedules thereto, relating to such shares filed by the Fund with the
Commission in Washington, D.C. This prospectus does not contain all of the
information set forth in the Registration Statement, including any amendments,
exhibits and schedules thereto. For further information with respect to the
Fund and the shares offered hereby, reference is made to the Registration
Statement. Statements contained in this prospectus as to the contents of any
contract or other document referred to are not necessarily complete and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference. A copy of the Registration
Statement may be inspected without charge at the Commission's principal office
in Washington, D.C., and copies of all or any part thereof may be obtained
from the Commission upon the payment of certain fees prescribed by the
Commission.
54
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
Page
Investment Objective and Policies........................................[o]
Investment Restrictions..................................................[o]
Description of AMPS......................................................[o]
The Auction..............................................................[o]
Rating Agency Guidelines.................................................[o]
Directors and Officers...................................................[o]
Investment Advisory and Management Arrangements..........................[o]
Portfolio Transactions...................................................[o]
Taxes....................................................................[o]
Net Asset Value..........................................................[o]
Financial Statements.....................................................[o]
APPENDIX A Economic and Other Conditions in Arizona.....................A-1
APPENDIX A Description of Municipal Bond Ratings........................B-1
APPENDIX B Settlement Procedures........................................C-1
APPENDIX C Auction Procedures...........................................D-1
55
GLOSSARY
"Additional Dividend" has the meaning set forth on page [o ] of this
prospectus.
"Agent Member" means the member of the Securities Depository that
will act on behalf of a Beneficial Owner of one or more shares of AMPS or on
behalf of a Potential Beneficial Owner.
"AMPS" means the Auction Market Preferred Stock, Series C with a par
value of $.10 per share and a liquidation preference of $25,000 per share plus
an amount equal to accumulated but unpaid dividends thereon (whether or not
earned or declared) of the Fund.
"AMPS Basic Maintenance Amount" has the meaning set forth on page [o
] of this prospectus.
"AMPS Basic Maintenance Cure Date" has the meaning set forth on page
[o ] of this prospectus.
"AMPS Basic Maintenance Report" has the meaning set forth on page [o
] of the statement of additional information.
"Anticipation Notes" shall mean the following Arizona Municipal
Bonds: revenue anticipation notes, tax anticipation notes, tax and revenue
anticipation notes, grant anticipation notes and bond anticipation notes.
"Applicable Percentage" has the meaning set forth on page [o ] of
this prospectus.
"Applicable Rate" means the rate per annum at which cash dividends
are payable on shares of AMPS for any Dividend Period.
"Applicable Spread" has the meaning set forth on page [o ] of this
prospectus.
"Articles Supplementary" means the Articles Supplementary of the Fund
specifying the powers, preferences and rights of the shares of the AMPS.
"Arizona Municipal Bonds" has the meaning set forth on page [o ] of
this prospectus.
"Auction" means a periodic operation of the Auction Procedures.
"Auction Agent" means The Bank of New York unless and until another
commercial bank, trust company or other financial institution appointed by a
resolution of the Board of Directors of the Fund or a duly authorized
committee thereof enters into an agreement with the Fund to follow the Auction
Procedures for the purpose of determining the Applicable Rate and to act as
transfer agent, registrar, dividend disbursing agent and redemption agent for
the AMPS.
"Auction Agent Agreement" means the agreement entered into between
the Fund and the Auction Agent which provides, among other things, that the
Auction Agent will follow the Auction Procedures for the purpose of
determining the Applicable Rate.
"Auction Date" has the meaning set forth on page [o ] of this
prospectus.
"Auction Procedures" means the procedures for conducting Auctions set
forth in Appendix D to the statement of additional information.
"Available AMPS" has the meaning set forth on page [o ] of this
prospectus.
"Beneficial Owner" means a customer of a Broker-Dealer who is listed
on the records of that Broker- Dealer (or if applicable, the Auction Agent) as
a holder of shares of AMPS or a Broker-Dealer that holds AMPS for its own
account.
56
"Bid" has the meaning set forth on page [o ] of this prospectus.
"Bidder" has the meaning set forth on page [o ] of this prospectus.
"Board of Directors" or "Board" means the Board of Directors of the
Fund.
"Broker-Dealer" means any broker-dealer, or other entity permitted by
law to perform the functions required of a Broker-Dealer in the Auction
Procedures, that has been selected by the Fund and has entered into a
Broker-Dealer Agreement with the Auction Agent that remains effective.
"Broker-Dealer Agreement" means an agreement entered into between the
Auction Agent and a Broker- Dealer, including Merrill Lynch, Pierce, Fenner &
Smith Incorporated, pursuant to which such Broker-Dealer agrees to follow the
Auction Procedures.
"Business Day" means a day on which the New York Stock Exchange is
open for trading and which is not a Saturday, Sunday or other day on which
banks in The City of New York are authorized or obligated by law to close.
"Cede" means Cede & Co., the nominee of DTC, and in whose name the
shares of AMPS initially will be registered.
"Charter" means the Articles of Incorporation, as amended and
supplemented (including the Articles Supplementary and the Other AMPS Articles
Supplementary), of the Fund.
"Code" means the Internal Revenue Code of 1986, as amended.
"Common stock" means the common stock, par value $.10 per share, of
the Fund.
"Date of Original Issue" means, with respect to each share of AMPS,
the date on which such share first is issued by the Fund.
"Deposit Securities" means cash and Municipal Bonds rated at least A2
(having a remaining maturity of 12 months or less), P-1, VMIG-1 or MIG-1 by
Moody's or A (having a remaining maturity of 12 months or less), A-1+ or SP-1+
by S&P or A (having a remaining maturity of 12 months or less) or F-1+ by
Fitch.
"Discount Factor" means a Moody's Discount Factor or an S&P Discount
Factor, as the case may be.
"Discounted Value" means (i) with respect to an S&P Eligible Asset,
the quotient of the fair market value thereof divided by the applicable S&P
Discount Factor and (ii) with respect to a Moody's Eligible Asset, the lower
of par and the quotient of the fair market value thereof divided by the
applicable Moody's Discount Factor.
"Dividend Payment Date" has the meaning set forth on page [o ] of
this prospectus.
"Dividend Period" has the meaning set forth on page [o ] of this
prospectus.
"DTC" means The Depository Trust Company.
"Eligible Assets" means Moody's Eligible Assets or S&P Eligible
Assets, as the case may be.
"Existing Holder" means a Broker-Dealer or any such other person as
may be permitted by the Fund that is listed as the holder of record of shares
of AMPS in the records of the Auction Agent.
"Fitch" means Fitch Ratings or its successors.
"Forward Commitment" has the meaning set forth on page [o ] of the
statement of additional information.
57
"Fund" means MuniYield Arizona Fund, Inc., a Maryland corporation
that is the issuer of the AMPS.
"High Yield Municipal Bonds" means (a) with respect to Moody's (1)
Arizona Municipal Bonds and Municipal Bonds rated Ba1 to B3 by Moody's, (2)
Arizona Municipal Bonds and Municipal Bonds not rated by Moody's, but rated
BB+ to B- by S&P or Fitch, and (3) Arizona Municipal Bonds and Municipal Bonds
not explicitly rated by Moody's, S&P or Fitch, but rated at least the
equivalent of B3 internally by the Investment Adviser, provided that Moody's
reviews and achieves sufficient comfort with the Investment Adviser's internal
credit rating processes, and (b) with respect to S&P (1) Arizona Municipal
Bonds not rated by S&P but rated equivalent to BBB or lower by another NRSRO
and (2) Arizona Municipal Bonds rated BB+ or lower by S&P.
"Hold Order" has the meaning set forth on page [o ] of this
prospectus.
"Initial Dividend Payment Date" means the first Dividend Payment Date
for the Series C AMPS.
"Initial Dividend Period" means the period from and including the
Date of Original Issue to but excluding the Initial Dividend Payment Date for
the Series C AMPS.
"Initial Margin" means the amount of cash or securities deposited
with a broker as a margin payment at the time of purchase or sale of a
financial futures contract.
"Inverse Floaters" means trust certificates or other instruments
evidencing interests in one or more Arizona Municipal Bonds or Municipal Bonds
that qualify as (i) S&P Eligible Assets the interest rates on which are
adjusted at short term intervals on a basis that is inverse to the
simultaneous readjustment of the interest rates on corresponding floating rate
trust certificates or other instruments issued by the same issuer, provided
that the ratio of the aggregate dollar amount of floating rate instruments to
inverse floating rate instruments issued by the same issuer does not exceed
one to one at their time of original issuance unless the floating rate
instrument has only one reset remaining until maturity or (ii) Moody's
Eligible Assets the interest rates on which are adjusted at short term
intervals on a basis that is inverse to the simultaneous readjustment of the
interest rates on corresponding floating rate trust certificates or other
instruments issued by the same issuer, provided that (a) such Inverse Floaters
are rated by Moody's with the Investment Adviser having the capability to
collapse (or relink) within seven days as a liquidity enhancement measure, and
(b) the issuer of such Inverse Floaters employs a leverage factor (i.e., the
ratio of underlying capital appreciation bonds or other instruments to
residual long-term derivative instruments) of not more than 2:1.
"Investment Adviser" means Fund Asset Management, L.P.
"IRS" means the United States Internal Revenue Service.
"LIBOR Dealer" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated and such other dealer or dealers as the Fund from time to time
may appoint or, in lieu thereof, their respective affiliates and successors.
"LIBOR Rate," on any Auction Date, means (i) the rate for deposits in
U.S. dollars for the designated Dividend Period, which appears on display page
3750 of Moneyline's Telerate Service ("Telerate Page 3750") (or such other
page as may replace that page on that service, or such other service as may be
selected by the LIBOR Dealer or its successors that are LIBOR Dealers) as of
11:00 a.m., London time, on the day that is the London Business Day preceding
the Auction Date (the "LIBOR Determination Date"), or (ii) if such rate does
not appear on Telerate Page 3750 or such other page as may replace such
Telerate Page 3750, (A) the LIBOR Dealer shall determine the arithmetic mean
of the offered quotations of the Reference Banks to leading banks in the
London interbank market for deposits in U.S. dollars for the designated
Dividend Period in an amount determined by such LIBOR Dealer by reference to
requests for quotations as of approximately 11:00 a.m. (London time) on such
date made by such LIBOR Dealer to the Reference Banks, (B) if at least two of
the Reference Banks provide such quotations, LIBOR Rate shall equal such
arithmetic mean of such quotations, (C) if only one or none of the Reference
Banks provide such quotations, LIBOR Rate shall be deemed to be the arithmetic
mean of the offered quotations that leading banks in The City of New York
selected by the LIBOR Dealer (after obtaining the Fund's approval) are quoting
on the relevant LIBOR Determination Date for deposits in U.S. dollars for the
designated
58
Dividend Period in an amount determined by the LIBOR Dealer (after obtaining
the Fund's approval) that is representative of a single transaction in such
market at such time by reference to the principal London offices of leading
banks in the London interbank market; provided, however, that if one of the
LIBOR Dealers does not quote a rate required to determine the LIBOR Rate, the
LIBOR Rate will be determined on the basis of the quotation or quotations
furnished by any Substitute LIBOR Dealer or Substitute LIBOR Dealers selected
by the Fund to provide such rate or rates not being supplied by the LIBOR
Dealer; provided further, that if the LIBOR Dealer and Substitute LIBOR
Dealers are required but unable to determine a rate in accordance with at
least one of the procedures provided above, the LIBOR Rate shall be the LIBOR
Rate as determined on the previous Auction Date. If the number of Dividend
Period days shall be (i) 7 or more but fewer than 21 days, such rate shall be
the seven-day LIBOR rate; (ii) 21 or more but fewer than 49 days, such rate
shall be the one-month LIBOR rate; (iii) 49 or more but fewer than 77 days,
such rate shall be the two-month LIBOR rate; (iv) 77 or more but fewer than
112 days, such rate shall be the three-month LIBOR rate; (v) 112 or more but
fewer than 140 days, such rate shall be the four-month LIBOR rate; (vi) 140 or
more but fewer than 168 days, such rate shall be the five-month LIBOR rate;
(vii) 168 or more but fewer than 189 days, such rate shall be the six-month
LIBOR rate; (viii) 189 or more but fewer than 217 days, such rate shall be the
seven-month LIBOR rate; (ix) 217 or more but fewer than 252 days, such rate
shall be the eight-month LIBOR rate; (x) 252 or more but fewer than 287 days,
such rate shall be the nine-month LIBOR rate; (xi) 287 or more but fewer than
315 days, such rate shall be the ten-month LIBOR rate; (xii) 315 or more but
fewer than 343 days, such rate shall be the eleven-month LIBOR rate; and
(xiii) 343 or more but fewer than 365 days, such rate shall be the
twelve-month LIBOR rate.
"London Business Day" means any day on which commercial banks are
generally open for business in London.
"Long Term Dividend Period" means a Special Dividend Period
consisting of a specified period of one whole year or more but not greater
than five years.
"Mandatory Redemption Price" has the meaning set forth on page [o ]
of this prospectus.
"Marginal Tax Rate" means the maximum marginal regular Federal
individual income tax rate applicable to ordinary income or the maximum
marginal regular Federal corporate income tax rate, whichever is greater.
"Maximum Applicable Rate" has the meaning set forth on page [o ] of
this prospectus.
"Moody's" means Moody's Investors Service, Inc. or its successors.
"Moody's Discount Factor" has the meaning set forth on pages [o to o
] of the statement of additional information.
"Moody's Eligible Assets" has the meaning set forth on pages [o to o
] of the statement of additional information.
"Moody's Hedging Transactions" has the meaning set forth on page [o ]
of the statement of additional information.
"Moody's Volatility Factor" means 272% as long as there has been no
increase enacted to the Marginal Tax Rate. If such an increase is enacted but
not yet implemented, the Moody's Volatility Factor shall be as follows:
% Change in Moody's Volatility
Marginal Tax Rate Factor
------------------------------------------------- ------------------
<5%............................................. 292%
>5% but < = 10%................................. 313%
-
>10% but < = 15%................................ 338%
-
>15% but < = 20%................................ 364%
-
>20% but < = 25%................................ 396%
-
>25% but < = 30%................................ 432%
-
>30% but < = 35%................................ 472%
-
59
>35% but < = 40%................................ 520%
-
Notwithstanding the foregoing, the Moody's Volatility Factor may mean
such other potential dividend rate increase factor as Moody's advises the Fund
in writing is applicable.
"Municipal Bonds" has the meaning set forth on page [o ] of this
prospectus.
"Municipal Index" has the meaning set forth on page [o ] of the
statement of additional information.
"1940 Act" means the Investment Company Act of 1940, as amended from
time to time.
"1940 Act AMPS Asset Coverage" has the meaning set forth on page [o ]
of this prospectus.
"1940 Act Cure Date" has the meaning set forth on page [o ] of this
prospectus.
"Non-Call Period" has the meaning set forth under "Specific
Redemption Provisions" below.
"Non-Payment Period" has the meaning set forth on page [o ] of the
statement of additional information.
"Non-Payment Period Rate" has the meaning set forth on page [o ] of
the statement of additional information.
"Normal Dividend Payment Date" has the meaning set forth on page [o ]
of this prospectus.
"Notice of Revocation" has the meaning set forth on page [o ] of the
statement of additional information.
"Notice of Special Dividend Period" has the meaning set forth on page
[o ] of this prospectus.
"NRSRO" means any nationally recognized statistical rating
organization, as that term is used in Rule 15a3-1 under the Securities and
Exchange Act of 1934, as amended, or any successor provisions.
"Optional Redemption Price" has the meaning set forth on page [o ] of
this prospectus.
"Order" has the meaning set forth on page [o ] of this prospectus.
"Other AMPS" means the Auction Market Preferred Stock, Series A; and
the Auction Market Preferred Stock, Series B, each with a liquidation
preference of $25,000 per share plus an amount equal to accumulated but unpaid
dividends thereon (whether or not earned or declared) of the Fund.
"Other AMPS Articles Supplementary" means the Articles Supplementary,
as amended and supplemented, of the Fund specifying the powers, preferences
and rights of the shares of the Other AMPS.
"Potential Beneficial Owner" means a customer of a Broker-Dealer or a
Broker-Dealer that is not a Beneficial Owner of shares of AMPS but that wishes
to purchase such shares, or that is a Beneficial Owner that wishes to purchase
additional shares of AMPS.
"Potential Holder" means any Broker-Dealer or any such other person
as may be permitted by the Fund, including any Existing Holder, who may be
interested in acquiring shares of AMPS (or, in the case of an Existing Holder,
additional shares of AMPS).
"Preferred stock" means preferred stock of the Fund and includes the
AMPS.
"Premium Call Period" has the meaning set forth under "Specific
Redemption Provisions" below.
"Receivables for Arizona Municipal Bonds Sold" has the meaning set
forth under the definition of S&P Discount Factor.
60
"Receivables for Arizona Municipal Bonds and Municipal Bonds Sold"
has the meaning set forth under the definition of Moody's Discount Factor.
"Reference Banks" means four major banks in the London interbank
market selected by Merrill Lynch, Pierce, Fenner & Smith Incorporated or its
affiliates or successors or such other party as the Fund may from time to time
appoint.
"Reference Rate" means: (i) with respect to a Dividend Period having
364 or fewer days, the higher of the applicable LIBOR Rate and the Taxable
Equivalent of the Short-Term Municipal Bond Rate, or (ii) with respect to any
Dividend Period having 365 or more days, the applicable Treasury Index Rate.
"Request for Special Dividend Period" has the meaning set forth on
page [o ] of this prospectus.
"Response" has the meaning set forth on page [o ] of this prospectus.
"Retroactive Taxable Allocation" has the meaning set forth on page [o
] of this prospectus.
"Rule 2a-7 Money Market Funds" means investment companies registered
under the 1940 Act that comply with the requirements of Rule 2a-7 thereunder.
"S&P" means Standard & Poor's or its successors.
"S&P Discount Factor" has the meaning set forth on pages [o to o ] of
the statement of additional information.
"S&P Eligible Assets" has the meaning set forth on pages [o to o ] of
the statement of additional information.
"S&P Hedging Transactions" has the meaning set forth on page [o ] of
the statement of additional information.
"S&P Volatility Factor" means 277% or such other potential dividend
rate increase factor as S&P advises the Fund in writing is applicable.
"Securities Depository" means The Depository Trust Company and its
successors and assigns or any successor securities depository selected by the
Fund that agrees to follow the procedures required to be followed by such
securities depository in connection with shares of AMPS.
"Sell Order" has the meaning specified in Subsection 10(b)(i) of the
Auction Procedures.
"Series C AMPS" means the Auction Market Preferred Stock, Series C,
with a par value of $.10 per share and a liquidation preference of $25,000 per
share plus an amount equal to accumulated but unpaid dividends thereon
(whether or not earned or declared), of the Fund.
"7-Day Dividend Period" means a Dividend Period consisting of seven
days.
"Short Term Dividend Period" means a Special Dividend Period
consisting of a specified number of days (other than seven) evenly divisible
by seven, and not fewer than seven days nor more than 364 days.
"Special Dividend Period" has the meaning set forth on page [o ] of
this prospectus.
"Specific Redemption Provisions" means, with respect to a Special
Dividend Period, either, or any combination of, (i) a period (a "Non-Call
Period") determined by the Board of Directors of the Fund, after consultation
with the Auction Agent and the Broker-Dealers, during which the shares of AMPS
subject to such Dividend Period shall not be subject to redemption at the
option of the Fund and (ii) a period (a "Premium Call Period"), consisting of
a number of whole years and determined by the Board of Directors of the Fund,
after
61
consultation with the Auction Agent and the Broker-Dealers, during each year
of which the shares of AMPS subject to such Dividend Period shall be
redeemable at the Fund's option at a price per share equal to $25,000 plus
accumulated but unpaid dividends plus a premium expressed as a percentage of
$25,000, as determined by the Board of Directors of the Fund after
consultation with the Auction Agent and the Broker-Dealers.
"Submission Deadline" has the meaning set forth on page [o ] of this
prospectus.
"Submitted Bid" has the meaning set forth on page [o ] of this
prospectus.
"Submitted Hold Order" has the meaning set forth on page [o ] of this
prospectus.
"Submitted Order" has the meaning set forth on page [o ] of this
prospectus.
"Submitted Sell Order" has the meaning set forth on page [o ] of this
prospectus.
"Subsequent Dividend Period" means each Dividend Period after the
Initial Dividend Period.
"Substitute Rating Agency" and "Substitute Rating Agencies" shall
mean a NRSRO or two NRSROs, respectively, selected by Merrill Lynch, Pierce,
Fenner & Smith Incorporated, or its respective affiliates and successors,
after obtaining the Fund's approval, to act as a substitute rating agency or
substitute rating agencies, as the case may be, to determine the credit
ratings of the AMPS.
"Sufficient Clearing Bids" has the meaning set forth on page [o ] of
this prospectus.
"Taxable Equivalent of the Short-Term Municipal Bond Rate" on any
date means 90% of the quotient of (A) the per annum rate expressed on an
interest equivalent basis equal to the Kenny S&P 30-day High Grade Index (the
"Kenny Index") or any successor index, made available for the Business Day
immediately preceding such date but in any event not later than 8:30 a.m.
Eastern time, on such date by Kenny Information Systems Inc. or any successor
thereto, based upon 30-day yield evaluations at par of bonds the interest on
which is excludable for regular Federal income tax purposes under the Code of
"high grade" component issuers selected by Kenny Information Systems Inc. or
any such successor from time to time in its discretion, which component
issuers shall include, without limitation, issuers of general obligation bonds
but shall exclude any bonds the interest on which constitutes an item of tax
preference under Section 57(a)(5) of the Code, or successor provisions, for
purposes of the "alternative minimum tax," divided by (B) 1.00 minus the
Marginal Tax Rate (expressed as a decimal); provided, however, that if the
Kenny Index is not made so available by 8:30 a.m. Eastern time, on such date
by Kenny Information Systems Inc. or any successor, the Taxable Equivalent of
the Short-Term Municipal Bond Rate shall mean the quotient of (A) the per
annum rate expressed on an interest equivalent basis equal to the most recent
Kenny Index so made available for any preceding Business Day, divided by (B)
1.00 minus the Marginal Tax Rate (expressed as a decimal). The Fund may not
utilize a successor index to the Kenny Index unless Moody's and S&P provide
the Fund with written confirmation that the use of such successor index will
not adversely affect the then-current respective Moody's and S&P ratings of
the AMPS.
"Treasury Bonds" means U.S. Treasury Bonds or Notes.
"Treasury Index Rate" means the average yield to maturity for
actively traded marketable fixed interest rate U.S. Treasury Securities having
the same number of 30-day periods to maturity as the length of the applicable
Dividend Period, determined, to the extent necessary, by linear interpolation
based upon the yield for such securities having the next shorter and next
longer number of 30-day periods to maturity treating all Dividend Periods with
a length greater than the longest maturity for such securities as having a
length equal to such longest maturity, in all cases based upon data set forth
in the most recent weekly statistical release published by the Board of
Governors of the Federal Reserve System (currently in H.15(519)); provided,
however, if the most recent such statistical release shall not have been
published during the 15 days preceding the date of computation, the foregoing
computations shall be based upon the average of comparable data as quoted to
the Fund by at least three recognized dealers in U.S. Government Securities
selected by the Fund.
62
"U.S. Treasury Securities" means direct obligations of the United
States Treasury that are entitled to the full faith and credit of the United
States government.
"Valuation Date" has the meaning set forth on page [o ] of this
prospectus.
"Variation Margin" means, in connection with an outstanding futures
contract owned or sold by the Fund, the amount of cash or securities paid to
or received from a broker (subsequent to the Initial Margin payment) from time
to time as the price of such futures contract fluctuates.
"Winning Bid Rate" has the meaning set forth on page [o ] of this
prospectus.
63
==============================================================================
$10,000,000
MuniYield Arizona Fund, Inc.
Auction Market Preferred Stock ("AMPS")
400 Shares, Series C
Liquidation Preference $25,000 Per Share
-------------------------
PROSPECTUS
--------------------------
Merrill Lynch & Co.
[ ], 2005
CODE #[ ]
==============================================================================
Subject to Completion
Preliminary Statement of Additional Information dated June 30, 2005
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
$10,000,000
MuniYield Arizona Fund, Inc.
Auction Market Preferred Stock ("AMPS")
400 Shares, Series C
Liquidation Preference $25,000 per Share
----------
MuniYield Arizona Fund, Inc. is a non-diversified, closed-end fund.
The investment objective of the Fund is to provide shareholders with as high a
level of current income exempt from Federal and Arizona income taxes as is
consistent with its investment policies and prudent investment management. The
Fund seeks to achieve its investment objective by investing, as a fundamental
policy, at least 80% of an aggregate of the Fund's net assets (including
proceeds from the issuance of any preferred stock), and the proceeds of any
borrowings for investment purposes, in a portfolio of municipal obligations
the interest on which, in the opinion of bond counsel to the issuer, is
excludable from gross income for Federal income tax purposes (except that the
interest may be includable in taxable income for purposes of the Federal
alternative minimum tax) and exempt from Arizona income tax. Under normal
market conditions, the Fund expects to invest at least 75% of its total assets
in municipal obligations that are rated investment grade or, if unrated, are
considered by the Fund's investment adviser to be of comparable quality. The
Fund may invest up to 25% of its total assets in municipal obligations that
are rated below investment grade (commonly known as "junk" bonds) or, if
unrated, are considered by the Fund's investment adviser to possess similar
credit characteristics. The Fund may invest in certain tax exempt securities
classified as "private activity bonds," as discussed within, that may subject
certain investors in the Fund to an alternative minimum tax. There can be no
assurance that the Fund's investment objective will be realized.
Certain capitalized terms not otherwise defined in this statement of
additional information have the meaning provided in the Glossary included as
part of the prospectus.
This statement of additional information is not a prospectus, but
should be read in conjunction with the prospectus of the Fund, which has been
filed with the Securities and Exchange Commission (the "Commission") and can
be obtained, without charge, by calling (800) 543-6217. The prospectus is
incorporated by reference into this statement of additional information, and
this statement of additional information is incorporated by reference into the
prospectus.
----------
Merrill Lynch & Co.
----------
The date of this statement of additional information is [ ], 2005.
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
Page
Investment Objective and Policies [o]
Investment Restrictions [o]
Description of AMPS [o]
The Auction [o]
Rating Agency Guidelines [o]
Directors and Officers [o]
Investment Advisory and Management Arrangements [o]
Portfolio Transactions [o]
Taxes [o]
Net Asset Value [o]
Financial Statements [o]
APPENDIX A Economic and Other Conditions in Arizona A-1
APPENDIX B Description of Municipal Bond Ratings B-1
APPENDIX C Settlement Procedures C-1
APPENDIX D Auction Procedures D-1
2
INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is to provide shareholders with as
high a level of current income exempt from Federal and Arizona income taxes as
is consistent with its investment policies and prudent investment management.
The Fund seeks to achieve its investment objective by investing, as a
fundamental policy, at least 80% of an aggregate of the Fund's net assets
(including proceeds from the issuance of any preferred stock), and the
proceeds of any borrowings for investment purposes, in a portfolio of
municipal obligations issued by or on behalf of the State of Arizona, its
political subdivisions, agencies and instrumentalities and by other qualifying
issuers, each of which pays interest that, in the opinion of bond counsel to
the issuer, is excludable from gross income for Federal income tax purposes
(except that the interest may be includable in taxable income for purposes of
the Federal alternative minimum tax) and exempt from Arizona income tax
("Arizona Municipal Bonds"). The Fund also may invest in municipal obligations
issued by or on behalf of states, territories and possessions of the United
States and their political subdivisions, agencies or instrumentalities, each
of which pays interest that is excludable from gross income for Federal income
tax purposes, in the opinion of bond counsel to the issuer, but is not exempt
from gross income for Arizona income tax purposes ("Municipal Bonds"). Unless
otherwise noted, the term "Municipal Bonds" also includes Arizona Municipal
Bonds. The Fund's investment objective and its policy of investing at least
80% of an aggregate of the Fund's net assets (including proceeds from the
issuance of any preferred stock), and the proceeds of any borrowings for
investment purposes, in Arizona Municipal Bonds are fundamental policies that
may not be changed without the approval of a majority of the outstanding
voting securities of the Fund (as defined in the Investment Company Act of
1940 (the "1940 Act")). There can be no assurance that the Fund's investment
objective will be realized.
Reference is made to "Investment Objective and Policies" and "Other
Investment Policies" in the prospectus for information regarding other types
of securities that the Fund may invest in to achieve its objective.
INVESTMENT RESTRICTIONS
The following are fundamental investment restrictions of the Fund and
may not be changed without the approval of the holders of a majority of the
Fund's outstanding shares of common stock and outstanding shares of AMPS,
Other AMPS and any other preferred stock, voting together as a single class,
and a majority of the outstanding shares of AMPS, Other AMPS and any other
preferred stock, voting as a separate class (which for this purpose and under
the 1940 Act means the lesser of (i) 67% of the shares of each class of
capital stock represented at a meeting at which more than 50% of the
outstanding shares of each class of capital stock are represented or (ii) more
than 50% of the outstanding shares of each class of capital stock). The Fund
may not:
1. Make investments for the purpose of exercising control or
management.
2. Purchase securities of other investment companies, except
(i) in connection with a merger, consolidation, acquisition or
reorganization, (ii) by purchase of shares of tax-exempt money market
funds advised by the Investment Adviser or its affiliates (as defined
in the 1940 Act) to the extent permitted by an exemptive order issued
to the Fund by the Securities and Exchange Commission, or (iii) by
purchase in the open market of securities of closed-end investment
companies and only if immediately thereafter no more than 10% of the
Fund's total assets would be invested in such securities.
3. Purchase or sell real estate, real estate limited
partnerships, commodities or commodity contracts; provided that the
Fund may invest in securities secured by real estate or interests
therein or issued by companies that invest in real estate or
interests therein, and the Fund may purchase and sell financial
futures contracts and options thereon.
4. Issue senior securities other than preferred stock or
borrow in excess of 5% of its total assets taken at market value;
provided, however, that the Fund is authorized to borrow moneys in
excess of 5% of the value of its total assets for the purpose of
repurchasing shares of common stock or redeeming shares of preferred
stock.
5. Underwrite securities of other issuers except insofar as
the Fund may be deemed an underwriter under the Securities Act of
1933, as amended, in selling portfolio securities.
3
6. Make loans to other persons, except that the Fund may
purchase Arizona Municipal Bonds, Municipal Bonds and other debt
securities in accordance with its investment objective, policies and
limitations.
7. Invest more than 25% of its total assets (taken at market
value at the time of each investment) in securities of issuers in a
single industry; provided that, for purposes of this restriction,
states municipalities and their political subdivisions are not
considered to be part of any industry.
For purposes of fundamental investment restriction (4) above, the
Fund may borrow moneys in excess of 5% of the value of its total assets to the
extent permitted by Section 18 of the 1940 Act or otherwise as permitted by
applicable law for the purpose of repurchasing shares of common stock or
redeeming shares of preferred stock. For purposes of fundamental investment
restriction (7) above, the exception for states, municipalities and their
political subdivisions applies only to tax exempt securities issued by such
entities.
Additional investment restrictions adopted by the Fund, which may be
changed by the Board of Directors without stockholder approval, provide that
the Fund may not:
1. Mortgage, pledge, hypothecate or in any manner transfer,
as security for indebtedness, any securities owned or held by the
Fund except as may be necessary in connection with borrowings
mentioned in investment restriction (4) above or except as may be
necessary in connection with transactions in financial future
contracts and options thereon.
2. Purchase any securities on margin, except that the Fund
may obtain such short-term credit as may be necessary for the
clearance of purchases and sales of portfolio securities (the deposit
or payment by the Fund of initial or variation margin in connection
with financial futures contracts and options thereon is not
considered the purchase of a security on margin).
3. Make short sales of securities or maintain a short
position or invest in put, call, straddle or spread options, except
that the Fund may write, purchase and sell options and futures on
Arizona Municipal Bonds, Municipal Bonds, U.S. Government obligations
and related indices or otherwise in connection with bona fide hedging
activities and may purchase and sell Call Rights to require mandatory
tender for the purchase of related Arizona Municipal Bonds and
Municipal Bonds.
If a percentage restriction on the investment or use of assets set
forth above is adhered to at the time a transaction is effected, later changes
in percentage resulting from changing values will not be considered a
violation.
The Fund is classified as non-diversified within the meaning of the
1940 Act, which means that the Fund is not limited by the 1940 Act in the
proportion of its assets that it may invest in securities of a single issuer.
As a non-diversified fund, the Fund's investments are limited, however, in
order to allow the Fund to continue to qualify as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the "Code"). See
"Taxes." To qualify, the Fund complies with certain requirements, including
limiting its investments so that at the close of each quarter of the taxable
year (i) not more than 25% of the market value of the Fund's total assets will
be invested in the securities of a single issuer or in qualified publicly
traded partnerships as defined in the Code and (ii) with respect to 50% of the
market value of its total assets, not more than 5% of the market value of its
total assets will be invested in the securities of a single issuer and the
Fund will not own more than 10% of the outstanding voting securities of a
single issuer. For purposes of this restriction, the Fund will regard each
state and each political subdivision, agency or instrumentality of such state
and each multi-state agency of which such state is a member and each public
authority which issues securities on behalf of a private entity as a separate
issuer, except that if the security is backed only by the assets and revenues
of a non-government entity then the entity with the ultimate responsibility
for the payment of interest and principal may be regarded as the sole issuer.
These tax-related limitations may be changed by the Board of Directors of the
Fund to the extent necessary to comply with changes in the Federal tax
requirements. A fund that elects to be classified as "diversified" under the
1940 Act must satisfy the foregoing 5% and 10% requirements with respect to
75% of its total assets.
The Investment Adviser of the Fund and Merrill Lynch, Pierce, Fenner
& Smith Incorporated ("Merrill Lynch") are owned and controlled by Merrill
Lynch & Co., Inc. ("ML & Co."). Because of the affiliation of Merrill Lynch
with the Investment Adviser, the Fund is prohibited from engaging in certain
transactions involving Merrill
4
Lynch except pursuant to an exemptive order or otherwise in compliance with
the provisions of the 1940 Act and the rules and regulations thereunder.
Included among such restricted transactions will be purchases from or sales to
Merrill Lynch of securities in transactions in which it acts as principal. See
"Portfolio Transactions."
DESCRIPTION OF AMPS
Certain of the capitalized terms used herein not otherwise defined in
this statement of additional information have the meaning provided in the
Glossary at the back of the prospectus.
The Series C AMPS will be shares of preferred stock that entitle
their holders to receive dividends when, as and if declared by the Board of
Directors, out of funds legally available therefor, at a rate per annum that
may vary for the successive Dividend Periods. After the Initial Dividend
Period, each Subsequent Dividend Period for the Series C AMPS generally will
be a 7-Day Dividend Period; provided, however, that prior to any Auction, the
Fund may elect, subject to certain limitations described herein, upon giving
notice to holders thereof, a Special Dividend Period. The Applicable Rate for
a particular Dividend Period will be determined by an Auction conducted on the
Business Day before the start of such Dividend Period. Beneficial Owners and
Potential Beneficial Owners of shares of AMPS may participate in Auctions
therefor, although, except in the case of a Special Dividend Period of more
than 28 days, Beneficial Owners desiring to continue to hold all of their
shares of AMPS regardless of the Applicable Rate resulting from Auctions need
not participate. For an explanation of Auctions and the method of determining
the Applicable Rate, see Appendix D--"Auction Procedures."
Except as otherwise required by law or unless there is no Securities
Depository, all outstanding shares of the Series C AMPS will be represented by
one or more certificates registered in the name of the nominee of the
Securities Depository (initially expected to be Cede), and no person acquiring
shares of AMPS will be entitled to receive a certificate representing such
shares. See Appendix D--"Auction Procedures." As a result, the nominee of the
Securities Depository is expected to be the sole holder of record of the
shares of AMPS. Accordingly, each purchaser of AMPS must rely on (i) the
procedures of the Securities Depository and, if such purchaser is not a member
of the Securities Depository, such purchaser's Agent Member, to receive
dividends, distributions and notices and to exercise voting rights (if and
when applicable) and (ii) the records of the Securities Depository and, if
such purchaser is not a member of the Securities Depository, such purchaser's
Agent Member, to evidence its beneficial ownership of shares of AMPS.
When issued and sold, the shares of AMPS will have a liquidation
preference of $25,000 per share plus an amount equal to accumulated but unpaid
dividends (whether or not earned or declared) and will be fully paid and
non-assessable. See "Description of AMPS--Liquidation Rights" in the
prospectus. The shares of AMPS will not be convertible into shares of common
stock or other capital stock of the Fund, and the holders thereof will have no
preemptive rights. The AMPS will not be subject to any sinking fund but will
be subject to redemption at the option of the Fund at the Optional Redemption
Price on any Dividend Payment Date (except during the Initial Dividend Period
and during a Non-Call Period) and, under certain circumstances, will be
subject to mandatory redemption by the Fund at the Mandatory Redemption Price
stated in the prospectus. See "Description of AMPS--Redemption" in the
prospectus.
The Fund also has outstanding two series of shares of Other AMPS with
terms that are substantially the same as the terms of the shares of AMPS
described herein and in the prospectus. Cede, the nominee of the Securities
Depository, 55 Water Street, New York, New York 10041-0099, is the sole holder
of record of the shares of Other AMPS. The Series C AMPS offered hereby rank
on a parity with the Other AMPS with respect to dividends and liquidation
preference.
In addition to serving as the Auction Agent in connection with the
Auction Procedures described in the prospectus, The Bank of New York also
serves as the transfer agent, registrar, dividend disbursing agent and
redemption agent for the shares of AMPS. The Auction Agent, however, will
serve merely as the agent of the Fund, acting in accordance with the Fund's
instructions, and will not be responsible for any evaluation or verification
of any matters certified to it.
Except in an Auction, the Fund will have the right (to the extent
permitted by applicable law) to purchase or otherwise acquire any shares of
AMPS so long as the Fund is current in the payment of dividends on AMPS and
5
on any other capital stock of the Fund ranking on a parity with the AMPS,
including the Other AMPS, with respect to the payment of dividends or upon
liquidation.
The following supplements the description of the terms of the shares
of AMPS set forth in the prospectus. This description does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Fund's Charter and Articles Supplementary, including the provisions thereof
establishing the AMPS. The Fund's Charter and the form of Articles
Supplementary establishing the terms of the AMPS have been filed as exhibits
to the Registration Statement of which this statement of additional
information is a part.
Dividends
General. The holders of shares of the Series C AMPS will be entitled
to receive, when, as and if declared by the Board of Directors of the Fund,
out of funds legally available therefor, cumulative cash dividends on their
shares, at the Applicable Rate. Dividends on the shares of AMPS so declared
and payable shall be paid (i) in preference to and in priority over any
dividends so declared and payable on the common stock, and (ii) to the extent
permitted under the Code and to the extent available, out of net tax exempt
income earned on the Fund's investments. Generally, dividends on shares of
AMPS, to the extent that they are derived from interest paid on Arizona
Municipal Bonds, will be exempt from Federal income taxes, subject to possible
application of the alternative minimum tax, and Arizona income tax, and to the
extent they are derived from interest paid on Municipal Bonds, will be exempt
from Federal income taxes, subject to possible application of the alternative
minimum tax. See "Taxes."
Notification of Dividend Period. In determining whether the Fund
should issue a Notice of Special Dividend for the AMPS, the Broker-Dealers
will consider (i) existing short term and long term market rates and indices
of such short term and long term rates, (ii) existing market supply and demand
for short term and long term securities, (iii) existing yield curves for short
term and long term securities comparable to the AMPS, (iv) industry and
financial conditions that may affect the AMPS, (v) the investment objective of
the Fund, and (vi) the Dividend Periods and dividend rates at which current
and potential beneficial holders of the AMPS would remain or become beneficial
holders. If the Broker-Dealers shall not give the Fund a Response by such
second Business Day or if the Response states that given the factors set forth
above it is not advisable that the Fund give a Notice of Special Dividend
Period for the AMPS, the Fund may not give a Notice of Special Dividend Period
in respect of such Request for Special Dividend Period. In the event the
Response indicates that it is advisable that the Fund give a Notice of Special
Dividend Period for the AMPS, the Fund, by no later than the second Business
Day prior to such Auction Date, may give a notice (a "Notice of Special
Dividend Period") to the Auction Agent, the Securities Depository and each
Broker-Dealer, which notice will specify (i) the duration of the Special
Dividend Period, (ii) the Optional Redemption Price as specified in the
related Response and (iii) the Specific Redemption Provisions, if any, as
specified in the related Response. The Fund also shall provide a copy of such
Notice of Special Dividend Period to Moody's Investors Service, Inc.
("Moody's") and Standard & Poor's ("S&P"). The Fund shall not give a Notice of
Special Dividend Period, and, if such Notice of Special Dividend Period shall
have been given already, shall give telephonic and written notice of its
revocation (a "Notice of Revocation") to the Auction Agent, each
Broker-Dealer, and the Securities Depository on or prior to the Business Day
prior to the relevant Auction Date if (x) either the 1940 Act AMPS Asset
Coverage is not satisfied or the Fund shall fail to maintain S&P Eligible
Assets and Moody's Eligible Assets each with an aggregate Discounted Value at
least equal to the AMPS Basic Maintenance Amount, in each case on the
Valuation Date immediately preceding the Business Day prior to the relevant
Auction Date on an actual basis and on a pro forma basis giving effect to the
proposed Special Dividend Period (using as a pro forma dividend rate with
respect to such Special Dividend Period the dividend rate which the
Broker-Dealers shall advise the Fund is an approximately equal rate for
securities similar to the AMPS with an equal dividend period), (y) sufficient
funds for the payment of dividends payable on the immediately succeeding
Dividend Payment Date have not been segregated in an account at the Fund's
custodian bank or on the books of the Fund by the close of business on the
third Business Day preceding the related Auction Date or (z) the
Broker-Dealers jointly advise the Fund that, after consideration of the
factors listed above, they have concluded that it is advisable to give a
Notice of Revocation. The Fund also shall provide a copy of such Notice of
Revocation to Moody's and S&P. If the Fund is prohibited from giving a Notice
of Special Dividend Period as a result of the factors enumerated in clause
(x), (y) or (z) above or if the Fund gives a Notice of Revocation with respect
to a Notice of Special Dividend Period for the AMPS, the next succeeding
Dividend Period will be a 7-Day Dividend Period. In addition, in the event
Sufficient Clearing Bids are not made in any Auction or an Auction is not held
for any reason, the next succeeding
6
Dividend Period will be a 7-Day Dividend Period, and the Fund may not again
give a Notice of Special Dividend Period (and any such attempted notice shall
be null and void) until Sufficient Clearing Bids have been made in an Auction
with respect to a 7-Day Dividend Period.
Non-Payment Period; Late Charge. A Non-Payment Period will commence
if the Fund fails to (i) declare, prior to the close of business on the second
Business Day preceding any Dividend Payment Date, for payment on or (to the
extent permitted as described below) within three Business Days after such
Dividend Payment Date to the persons who held such shares as of 12:00 noon,
Eastern time, on the Business Day preceding such Dividend Payment Date, the
full amount of any dividend on shares of AMPS payable on such Dividend Payment
Date or (ii) deposit, irrevocably in trust, in same-day funds, with the
Auction Agent by 12:00 noon, Eastern time, (A) on such Dividend Payment Date
the full amount of any cash dividend on such shares (if declared) payable on
such Dividend Payment Date or (B) on any redemption date for shares of AMPS
called for redemption, the Mandatory Redemption Price per share of such AMPS
or, in the case of an optional redemption, the Optional Redemption Price per
share. Such Non-Payment Period will consist of the period commencing on and
including the aforementioned Dividend Payment Date or redemption date, as the
case may be, and ending on and including the Business Day on which, by 12:00
noon, Eastern time, all unpaid cash dividends and unpaid redemption prices
shall have been so deposited or otherwise shall have been made available to
the applicable holders in same-day funds, provided that a Non-Payment Period
for any AMPS will not end unless the Fund shall have given at least five days'
but no more than 30 days' written notice of such deposit or availability to
the Auction Agent, the Securities Depository and all holders of shares of
AMPS. Notwithstanding the foregoing, the failure by the Fund to deposit funds
as provided for by clause (ii) (A) or (ii) (B) above within three Business
Days after any Dividend Payment Date or redemption date, as the case may be,
in each case to the extent contemplated below, shall not constitute a
"Non-Payment Period."
The Applicable Rate for each Dividend Period for shares of AMPS,
commencing during a Non-Payment Period, will be equal to the Non-Payment
Period Rate; and each Dividend Period commencing after the first day of, and
during, a Non-Payment Period shall be a 7-Day Dividend Period. Any dividend on
shares of AMPS due on any Dividend Payment Date for such shares (if, prior to
the close of business on the second Business Day preceding such Dividend
Payment Date, the Fund has declared such dividend payable on such Dividend
Payment Date to the persons who held such shares as of 12:00 noon, Eastern
time, on the Business Day preceding such Dividend Payment Date) or redemption
price with respect to such shares not paid to such persons when due may be
paid to such persons in the same form of funds by 12:00 noon, Eastern time, on
any of the first three Business Days after such Dividend Payment Date or due
date, as the case may be, provided that such amount is accompanied by a late
charge calculated for such period of non-payment at the Non-Payment Period
Rate applied to the amount of such non-payment based on the actual number of
days comprising such period divided by 365. In the case of a willful failure
of the Fund to pay a dividend on a Dividend Payment Date or to redeem any
shares of AMPS on the date set for such redemption, the preceding sentence
shall not apply and the Applicable Rate for the Dividend Period commencing
during the Non-Payment Period resulting from such failure shall be the
Non-Payment Period Rate. For the purposes of the foregoing, payment to a
person in same-day funds on any Business Day at any time will be considered
equivalent to payment to that person in New York Clearing House (next-day)
funds at the same time on the preceding Business Day, and any payment made
after 12:00 noon, Eastern time, on any Business Day shall be considered to
have been made instead in the same form of funds and to the same person before
12:00 noon, Eastern time, on the next Business Day.
The Non-Payment Period Rate initially will be 200% of the applicable
Reference Rate (or 300% of such rate if the Fund has provided notification to
the Auction Agent prior to the Auction establishing the Applicable Rate for
any dividend that net capital gain or other taxable income will be included in
such dividend on shares of AMPS), provided that the Board of Directors of the
Fund shall have the authority to adjust, modify, alter or change from time to
time by resolution or otherwise the initial Non-Payment Period Rate if the
Board of Directors of the Fund determines and Moody's and S&P (and any
Substitute Rating Agency or Substitute Rating Agencies, as the case may be, in
lieu of Moody's or S&P, or both, in the event either or both of such parties
shall not rate the AMPS) advise the Fund in writing that such adjustment,
modification, alteration or change will not adversely affect their then
current ratings on the AMPS.
Restrictions on Dividends and Other Payments. For so long as any
shares of AMPS are outstanding, the Fund will not declare, pay or set apart
for payment any dividend or other distribution (other than a dividend or
distribution paid in shares of, or options, warrants or rights to subscribe
for or purchase, common stock or other
7
stock, if any, ranking junior to shares of AMPS as to dividends or upon
liquidation) in respect of common stock or any other stock of the Fund ranking
junior to or on a parity with shares of AMPS as to dividends or upon
liquidation, or call for redemption, redeem, purchase or otherwise acquire for
consideration any shares of common stock or any other such junior stock
(except by conversion into or exchange for stock of the Fund ranking junior to
AMPS as to dividends and upon liquidation) or any such parity stock (except by
conversion into or exchange for stock of the Fund ranking junior to or on a
parity with AMPS as to dividends and upon liquidation), unless (A) immediately
after such transaction, the Fund would have S&P Eligible Assets and Moody's
Eligible Assets each with an aggregate Discounted Value equal to or greater
than the AMPS Basic Maintenance Amount, and the 1940 Act AMPS Asset Coverage
(see "Asset Maintenance" and "Redemption" below) would be satisfied, (B) full
cumulative dividends on shares of AMPS and shares of the Other AMPS due on or
prior to the date of the transaction have been declared and paid or shall have
been declared and sufficient funds for the payment thereof deposited with the
Auction Agent, (C) any Additional Dividend required to be paid on or before
the date of such declaration or payment has been paid, and (D) the Fund has
redeemed the full number of shares of AMPS required to be redeemed by any
provision for mandatory redemption contained in the Articles Supplementary.
Asset Maintenance
1940 Act AMPS Asset Coverage. The Fund will be required under the
Articles Supplementary to maintain, with respect to shares of AMPS, as of the
last Business Day of each month in which any shares of AMPS are outstanding,
asset coverage of at least 200% with respect to senior securities that are
stock, including the shares of AMPS and Other AMPS (or such other asset
coverage as in the future may be specified in or under the 1940 Act as the
minimum asset coverage for senior securities that are stock of a closed-end
investment company as a condition of paying dividends on its common stock)
("1940 Act AMPS Asset Coverage"). If the Fund fails to maintain 1940 Act AMPS
Asset Coverage and such failure is not cured as of the last Business Day of
the following month (the "1940 Act Cure Date"), the Fund will be required
under certain circumstances to redeem certain of the shares of AMPS. See
"Description of AMPS--Redemption" in the prospectus and "--Redemption" below.
AMPS Basic Maintenance Amount. So long as shares of AMPS are
outstanding, the Fund will be required under the Articles Supplementary as of
the last Business Day of each week (a "Valuation Date") to maintain S&P
Eligible Assets and Moody's Eligible Assets each having in the aggregate a
Discounted Value at least equal to the AMPS Basic Maintenance Amount. If the
Fund fails to meet such requirement as of any Valuation Date and such failure
is not cured on or before the sixth Business Day after such Valuation Date
(the "AMPS Basic Maintenance Cure Date"), the Fund will be required under
certain circumstances to redeem certain of the shares of AMPS. See
"Description of AMPS--Redemption" in the prospectus and "--Redemption" below.
Upon any failure to maintain the required Discounted Value, the Fund will use
its best efforts to alter the composition of its portfolio to reattain a
Discounted Value at least equal to the AMPS Basic Maintenance Amount on or
prior to the AMPS Basic Maintenance Cure Date.
The AMPS Basic Maintenance Amount as of any Valuation Date, means the
dollar amount equal to (i) the sum of (A) the product of the number of shares
of AMPS and Other AMPS outstanding on such Valuation Date multiplied by the
sum of $25,000 and any applicable redemption premium attributable to the
designation of a Premium Call Period; (B) the aggregate amount of cash
dividends (whether or not earned or declared) that will have accumulated for
each share of AMPS and Other AMPS outstanding to (but not including) the end
of the current Dividend Period for the AMPS that follows such Valuation Date
in the event the then current Dividend Period for the AMPS will end within 49
calendar days of such Valuation Date or through the 49th day after such
Valuation Date in the event the then current Dividend Period will not end
within 49 calendar days of such Valuation Date; (C) in the event the then
current Dividend Period will end within 49 calendar days of such Valuation
Date, the aggregate amount of cash dividends that would accumulate at the
Maximum Applicable Rate applicable to a Dividend Period of 28 or fewer days on
any shares of AMPS and Other AMPS outstanding from the end of such Dividend
Period through the 49th day after such Valuation Date, multiplied by the
larger of the Moody's Volatility Factor and the S&P Volatility Factor,
determined from time to time by Moody's and S&P, respectively (except that if
such Valuation Date occurs during a Non-Payment Period, the cash dividend for
purposes of calculation would accumulate at the then current Non-Payment
Period Rate); (D) the amount of anticipated expenses of the Fund for the 90
days subsequent to such Valuation Date; (E) the amount of current outstanding
balances of any indebtedness that is senior to the AMPS plus interest actually
accrued together with 30 days additional interest on the current outstanding
balances calculated at the current rate; (F) the amount of the Fund's maximum
potential Additional
8
Dividend liability as of such Valuation Date; and (G) any current liabilities
as of such Valuation Date to the extent not reflected in any of (i)(A) through
(i)(F) (including, without limitation, and immediately upon determination, any
amounts due and payable by the Fund's portfolio securities purchased as of
such Valuation Date and any liabilities incurred for the purpose of clearing
securities transactions) less (ii) either (A) the Discounted Value of any of
the Fund's assets, or (B) the face value of any of the Fund's assets if such
assets mature prior to or on the date of redemption of AMPS or payment of a
liability and are either securities issued or guaranteed by the United States
Government or Deposit Securities, in both cases irrevocably deposited by the
Fund for the payment of the amount needed to redeem shares of AMPS subject to
redemption or to satisfy any of (i)(B) through (i)(G).
The Discount Factors and guidelines for determining the market value
of the Fund's portfolio holdings have been based on criteria established in
connection with rating the AMPS. These factors include, but are not limited
to, the sensitivity of the market value of the relevant asset to changes in
interest rates, the liquidity and depth of the market for the relevant asset,
the credit quality of the relevant asset (for example, the lower the rating of
a debt obligation, the higher the related discount factor) and the frequency
with which the relevant asset is marked to market. In no event shall the
Discounted Value of any asset of the Fund exceed its unpaid principal balance
or face amount as of the date of calculation. The Discount Factor relating to
any asset of the Fund and the AMPS Basic Maintenance Amount, the assets
eligible for inclusion in the calculation of the Discounted Value of the
Fund's portfolio and certain definitions and methods of calculation relating
thereto may be changed from time to time by the Fund, without stockholder
approval, but only in the event the Fund receives written confirmation from
S&P, Moody's and any Substitute Rating Agency that any such changes would not
impair the ratings then assigned to the shares of AMPS by S&P or Moody's or
any Substitute Rating Agency.
On or before the seventh Business Day in the case of Moody's and the
next Business Day in the case of S&P after a Valuation Date on which the Fund
fails to maintain S&P Eligible Assets and Moody's Eligible Assets each with an
aggregate Discounted Value equal to or greater than the AMPS Basic Maintenance
Amount, the Fund is required to (i) deliver to Moody's a report with respect
to the calculation of the AMPS Basic Maintenance Amount, the value of its
portfolio holdings and the net asset value and market price of the Fund's
common stock as of the date of such failure (an "AMPS Basic Maintenance
Report") and (ii) send to S&P an electronic notification of such failure. The
Fund also will deliver an AMPS Basic Maintenance Report as of the 25th day of
each month (or if such day is not a Business Day, as of the next succeeding
Business Day) or as of the last Business Day of the month in which the Fund's
fiscal year ends on or before the seventh Business Day after such day. Within
ten Business Days after delivery of such report relating to the month in which
the Fund's fiscal year ends, the Fund will deliver a letter prepared by the
Fund's independent accountants regarding the accuracy of the calculations made
by the Fund in such AMPS Basic Maintenance Report. If any such letter prepared
by the Fund's independent accountants shows that an error was made in the AMPS
Basic Maintenance Report, the calculation or determination made by the Fund's
independent accountants will be conclusive and binding on the Fund. The Fund
will also (i) provide Moody's with an AMPS Basic Maintenance Report and (ii)
send S&P an electronic notification, as of each Valuation Date on or before
the seventh Business Day in the case of Moody's and the next Business Day in
the case of S&P after such date when the Discounted Value of Moody's Eligible
Assets or S&P Eligible Assets, as the case may be, fails to exceed the AMPS
Basic Maintenance Amount by 10% or more. Also, on or before 5:00 p.m., Eastern
time, on the first Business Day after shares of common stock are repurchased
by the Fund, the Fund will complete and deliver to Moody's an AMPS Basic
Maintenance Report as of the close of business on such date that common stock
is repurchased.
Redemption
Mandatory Redemption. The number of shares of AMPS to be redeemed
will be equal to the lesser of (a) the minimum number of shares of AMPS the
redemption of which, if deemed to have occurred immediately prior to the
opening of business on the Cure Date, together with all other shares of the
preferred stock subject to redemption or retirement, would result in the Fund
having S&P Eligible Assets and Moody's Eligible Assets each with an aggregate
Discounted Value equal to or greater than the AMPS Basic Maintenance Amount or
satisfaction of the 1940 Act AMPS Asset Coverage, as the case may be, on such
Cure Date (provided that, if there is no such minimum number of shares the
redemption of which would have such result, all shares of AMPS then
outstanding will be redeemed), and (b) the maximum number of shares of AMPS,
together with all other shares of preferred stock subject to redemption or
retirement, that can be redeemed out of funds expected to be legally available
therefor on such redemption date. In determining the number of shares of AMPS
required to be redeemed in accordance with
9
the foregoing, the Fund shall allocate the number required to be redeemed
which would result in the Fund having S&P Eligible Assets and Moody's Eligible
Assets each with an aggregate Discounted Value equal to or greater than the
AMPS Basic Maintenance Amount or satisfaction of the 1940 Act AMPS Asset
Coverage, as the case may be, pro rata among shares of AMPS, Other AMPS and
other preferred stock subject to redemption pursuant to provisions similar to
those set forth below; provided that, shares of AMPS that may not be redeemed
at the option of the Fund due to the designation of a Non-Call Period
applicable to such shares (A) will be subject to mandatory redemption only to
the extent that other shares are not available to satisfy the number of shares
required to be redeemed and (B) will be selected for redemption in an
ascending order of outstanding number of days in the Non-Call Period (with
shares with the lowest number of days to be redeemed first) and by lot in the
event of shares having an equal number of days in such Non-Call Period. The
Fund is required to effect such a mandatory redemption on a Business Day which
is not later than 30 days after such Cure Date, except that if the Fund does
not have funds legally available for the redemption of all of the required
number of shares of AMPS and other preferred stock that are subject to
mandatory redemption or the Fund otherwise is unable to effect such redemption
on a Business Day which is on or prior to 30 days after such Cure Date, the
Fund will redeem those shares of AMPS that it was unable to redeem on the
earliest practicable date on which it is able to effect such redemption out of
funds legally available therefor.
Notice of Redemption. If shares of AMPS are to be redeemed, a notice
of redemption will be mailed to each record holder of such shares of AMPS
(initially Cede as nominee of the Securities Depository) and to the Auction
Agent not less than 17 nor more than 60 days prior to the date fixed for the
redemption thereof. Each notice of redemption will include a statement setting
forth: (i) the redemption date, (ii) the redemption price, (iii) the aggregate
number of shares of AMPS to be redeemed, (iv) the place or places where shares
of AMPS are to be surrendered for payment of the redemption price, (v) a
statement that dividends on the shares to be redeemed will cease to accumulate
on such redemption date (except that holders may be entitled to Additional
Dividends) and (vi) the provision of the Articles Supplementary pursuant to
which such shares are being redeemed. The notice also will be published in the
eastern and national editions of The Wall Street Journal. No defect in the
notice of redemption or in the mailing or publication thereof will affect the
validity of the redemption proceedings, except as required by applicable law.
In the event that less than all of the outstanding shares of AMPS are
to be redeemed, the shares to be redeemed will be selected by lot or such
other method as the Fund shall deem fair and equitable, and the results
thereof will be communicated to the Auction Agent. The Auction Agent will give
notice to the Securities Depository, whose nominee will be the record holder
of all shares of AMPS, and the Securities Depository will determine the number
of shares to be redeemed from the account of the Agent Member of each Existing
Holder. Each Agent Member will determine the number of shares to be redeemed
from the account of each Existing Holder for which it acts as agent. An Agent
Member may select for redemption shares from the accounts of some Existing
Holders without selecting for redemption any shares from the accounts of other
Existing Holders. Notwithstanding the foregoing, if neither the Securities
Depository nor its nominee is the record holder of all of the shares of AMPS,
the particular shares to be redeemed shall be selected by the Fund by lot or
by such other method as the Fund shall deem fair and equitable.
If the Fund gives notice of redemption, and concurrently or
thereafter deposits in trust with the Auction Agent, or segregates in an
account at the Fund's custodian bank for the benefit of the holders of AMPS to
be redeemed and for payment to the Auction Agent, Deposit Securities (with a
right of substitution) having an aggregate Discounted Value equal to the
redemption payment for the shares of AMPS as to which notice of redemption has
been given, with irrevocable instructions and authority to pay the redemption
price to the record holders thereof, then upon the date of such deposit or, if
no such deposit is made, upon such date fixed for redemption (unless the Fund
shall default in making payment of the redemption price), all rights of the
holders of such shares called for redemption will cease and terminate, except
the right of such holders to receive the redemption price in respect thereof
and any Additional Dividends, but without interest, and such shares no longer
will be deemed to be outstanding. The Fund will be entitled to receive, from
time to time, the interest, if any, earned on such Deposit Securities
deposited with the Auction Agent, and the holders of any shares so redeemed
will have no claim to any such interest. Any funds so deposited which are
unclaimed at the end of one year from such redemption date will be repaid,
upon demand, to the Fund, after which the holders of the shares of AMPS so
called for redemption may look only to the Fund for payment thereof.
10
So long as any shares of AMPS are held of record by the nominee of
the Securities Depository (initially Cede), the redemption price for such
shares will be paid on the redemption date to the nominee of the Securities
Depository. The Securities Depository's normal procedures now provide for it
to distribute the amount of the redemption price to Agent Members who, in
turn, are expected to distribute such funds to the persons for whom they are
acting as agent. Notwithstanding the provisions for redemption described
above, no shares of AMPS shall be subject to optional redemption (i) unless
all dividends in arrears on the outstanding shares of AMPS, and all capital
stock of the Fund ranking on a parity with the AMPS with respect to the
payment of dividends or upon liquidation, including the Other AMPS, have been
or are being contemporaneously paid or declared and set aside for payment and
(ii) if redemption thereof would result in the Fund's failure to maintain
Moody's Eligible Assets or S&P Eligible Assets with an aggregate Discounted
Value equal to or greater than the AMPS Basic Maintenance Amount.
Voting Rights
In connection with the election of the Fund's directors, holders of
shares of AMPS, Other AMPS and any other preferred stock, voting as a separate
class, shall be entitled at all times to elect two of the Fund's directors,
and the remaining directors will be elected by holders of shares of common
stock and shares of AMPS, Other AMPS and any other preferred stock, voting
together as a single class. In addition, if at any time dividends on
outstanding shares of AMPS shall be unpaid in an amount equal to at least two
full years' dividends thereon or if at any time holders of any shares of
preferred stock, including Other AMPS, are entitled, together with the holders
of AMPS, to elect a majority of the directors of the Fund under the 1940 Act,
then the number of directors constituting the Board of Directors automatically
shall be increased by the smallest number that, when added to the two
directors elected exclusively by the holders of shares of AMPS, Other AMPS and
any other preferred stock as described above, would constitute a majority of
the Board of Directors as so increased by such smallest number, and at a
special meeting of stockholders which will be called and held as soon as
practicable, and at all subsequent meetings at which directors are to be
elected, the holders of shares of AMPS, Other AMPS and any other preferred
stock, voting as a separate class, will be entitled to elect the smallest
number of additional directors that, together with the two directors that such
holders in any event will be entitled to elect, constitutes a majority of the
total number of directors of the Fund as so increased. The terms of office of
the persons who are directors at the time of that election will continue. If
the Fund thereafter shall pay, or declare and set apart for payment in full,
all dividends payable on all outstanding shares of AMPS and any other
preferred stock, including Other AMPS, for all past Dividend Periods, the
additional voting rights of the holders of shares of AMPS and any other
preferred stock, including Other AMPS, as described above shall cease, and the
terms of office of all of the additional directors elected by the holders of
shares of AMPS, Other AMPS and any other preferred stock (but not of the
directors with respect to whose election the holders of common stock were
entitled to vote or the two directors the holders of shares of AMPS, Other
AMPS and any other preferred stock have the right to elect in any event) will
terminate automatically.
The affirmative vote of a majority of the votes entitled to be cast
by holders of outstanding shares of AMPS and any other preferred stock,
including Other AMPS, voting as a separate class, will be required to (i)
authorize, create or issue any class or series of stock ranking prior to the
AMPS or any other series of preferred stock with respect to the payment of
dividends or the distribution of assets on dissolution, liquidation or winding
up the affairs of the Fund, or (ii) amend, alter or repeal the provisions of
the Charter, whether by merger, consolidation or otherwise, so as to adversely
affect any of the contract rights expressly set forth in the Charter of
holders of shares of AMPS or any other preferred stock. To the extent
permitted under the 1940 Act, in the event shares of more than one series of
preferred stock are outstanding, the Fund shall not approve any of the actions
set forth in clause (i) or (ii) which adversely affects the contract rights
expressly set forth in the Charter of a holder of shares of AMPS differently
from those of a holder of shares of any other series of preferred stock
without the affirmative vote of at least a majority of votes entitled to be
cast by holders of the shares of AMPS adversely affected and outstanding at
such time (voting separately as a class). The Board of Directors, however,
without stockholder approval, may amend, alter or repeal any or all of the
various rating agency guidelines described herein in the event the Fund
receives confirmation from the rating agencies that any such amendment,
alteration or repeal would not impair the ratings then assigned to shares of
AMPS. Furthermore, the Board of Directors, without stockholder approval, may
terminate compliance with the Moody's or S&P guidelines as discussed under
"Rating Agency Guidelines" in the prospectus. Unless a higher percentage is
provided for under "Description of Capital Stock--Certain Provisions of the
Charter and By-laws" in the prospectus, the affirmative vote of the holders of
a majority of the outstanding shares of preferred stock (as defined under
"Investment Restrictions"), including AMPS and Other AMPS, entitled
11
to be cast, voting as a separate class, will be required to approve any plan
of reorganization (including bankruptcy proceedings) adversely affecting such
shares or any action requiring a vote of security holders under Section 13(a)
of the 1940 Act including, among other things, changes in the Fund's
investment objective or changes in the investment policies and restrictions
described as fundamental policies in the prospectus and under "Investment
Restrictions." So long as any shares of AMPS are outstanding, the affirmative
vote of the holders of a majority of the outstanding shares of preferred stock
(as defined under "Investment Restrictions"), including AMPS and Other AMPS,
voting together as a single class, will be required to approve any voluntary
application by the Fund for relief under Federal bankruptcy law or any similar
application under state law for so long as the Fund is solvent and does not
foresee becoming insolvent. The class vote of holders of shares of AMPS, Other
AMPS and any other preferred stock described above in each case will be in
addition to a separate vote of the requisite percentage of shares of common
stock and shares of AMPS, Other AMPS and any other preferred stock, voting
together as a single class, necessary to authorize the action in question. An
increase in the number of authorized shares of preferred stock pursuant to the
Charter or the issuance of additional shares of any series of preferred stock
(including AMPS and Other AMPS) pursuant to the Charter shall not in and of
itself be considered to adversely affect the contract rights of the holders of
the AMPS.
Notwithstanding the foregoing, and except as otherwise required by
the 1940 Act, (i) holders of outstanding shares of the AMPS will be entitled
as a series, to the exclusion of the holders of all other securities,
including other preferred stock, common stock and other classes of capital
stock of the Fund, to vote on matters affecting the AMPS that do not
materially adversely affect any of the contract rights of holders of such
other securities, including other preferred stock, common stock and other
classes of capital stock, as expressly set forth in the Charter, and (ii)
holders of outstanding shares of AMPS will not be entitled to vote on matters
affecting any other preferred stock that do not materially adversely affect
any of the contract rights of holders of the AMPS, as expressly set forth in
the Charter.
The foregoing voting provisions will not apply to any shares of AMPS
if, at or prior to the time when the act with respect to which such vote
otherwise would be required shall be effected, such shares shall have been (i)
redeemed or (ii) called for redemption and sufficient funds shall have been
deposited in trust to effect such redemption.
THE AUCTION
Auction Agent Agreement
The Auction Agent will act as agent for the Fund in connection with
Auctions. In the absence of bad faith or negligence on its part, the Auction
Agent will not be liable for any action taken, suffered or omitted, or for any
error of judgment made, by it in the performance of its duties under the
Auction Agent Agreement, and will not be liable for any error of judgment made
in good faith unless the Auction Agent shall have been negligent in
ascertaining, or failing to ascertain, the pertinent facts. Pursuant to the
Auction Agent Agreement, the Fund is required to indemnify the Auction Agent
for certain losses and liabilities incurred by the Auction Agent without
negligence or bad faith on its part in connection with the performance of its
duties under such agreement.
The Auction Agent may terminate the Auction Agent Agreement upon
notice to the Fund, which termination may be no earlier than 60 days following
delivery of such notice. If the Auction Agent resigns, the Fund will use its
best efforts to enter into an agreement with a successor Auction Agent
containing substantially the same terms and conditions as the Auction Agent
Agreement. The Fund may terminate the Auction Agent Agreement at any time,
provided that prior to such termination the Fund shall have entered into such
an agreement with respect thereto with a successor Auction Agent.
Broker-Dealer Agreements
The Auctions require the participation of one or more broker-dealers.
A Broker-Dealer Agreement may be terminated by the Auction Agent or a
Broker-Dealer on five days' notice to the other party, provided that the
Broker-Dealer Agreement with Merrill Lynch may not be terminated without the
prior written consent of the Fund, which consent may not be unreasonably
withheld.
12
For the six months ended April 30, 2005 and the fiscal years ended
October 31, 2004, 2003 and 2002, Merrill Lynch, an affiliate of the Investment
Adviser, earned $[ ], $19,151, $[ ] and $[ ], respectively, pursuant to its
Broker-Dealer Agreement with the Fund.
Auction Procedures
The Auction Procedures are set forth in Appendix D. The Settlement
Procedures to be used with respect to Auctions are set forth in Appendix C.
RATING AGENCY GUIDELINES
S&P AAA Rating Guidelines
The Discounted Value of the Fund's S&P Eligible Assets is calculated
on each Valuation Date. See "Description of AMPS--Asset Maintenance--AMPS
Basic Maintenance Amount." S&P Eligible Assets include cash, Receivables for
Arizona Municipal Bonds Sold (as defined below), Rule 2a-7 Money Market Funds
and Arizona Municipal Bonds eligible for consideration under S&P's current
guidelines. For purposes of calculating the Discounted Value of the Fund's
portfolio under current S&P guidelines, the fair market value of Arizona
Municipal Bonds eligible for consideration under such guidelines must be
discounted by the applicable S&P Discount Factor set forth in the table below.
The Discounted Value of a Arizona Municipal Bond eligible for consideration
under S&P guidelines is the fair market value thereof divided by the S&P
Discount Factor. The S&P Discount Factor used to discount a particular Arizona
Municipal Bond will be determined by reference to the rating by S&P, Moody's
or Fitch on such Arizona Municipal Bond; provided, however, for purposes of
determining the S&P Discount Factor applicable to Arizona Municipal Bonds or
issuers not rated by S&P, the Arizona Municipal Bonds or issuers will carry an
S&P rating one full rating category lower than the S&P rating category that is
the equivalent of the rating category in which such Arizona Municipal Bond or
issuers is placed by a NRSRO, in accordance with the table set forth below:
S&P's Rating Category (1)
-------------------------------------------------------------------------------------------------------------------------
AAA* (2) AA* A* BBB* BB* B* CCC* NR**
------------- -------------- --------- -------------- ------------ ----------- ------------ ---------------
159.75% 162.75% 165.75% 168.75% 190.11% 210.11% 230.11% 235.00%
* S&P rating.
** Not Rated.
(1) For Arizona Municipal Bonds of any one issuer rated at least BBB- by S&P,
or if not rated by S&P, rated at least A- by another NRSRO, 2% is added
to the applicable S&P Discount Factor for every 1% by which the fair
market value of such Arizona Municipal Bonds exceeds 5% of the aggregate
fair market value of the S&P Eligible Assets, but in no event greater
than 10%; or for any percentage over 5% add 10 percentage points to the
applicable S&P Discount Factor.
(2) For zero coupon Arizona Municipal Bonds, the S&P Discount Factor is
441.80%.
Notwithstanding the foregoing, (i) the S&P Discount Factor for
short-term Arizona Municipal Bonds will be 115%, so long as such Arizona
Municipal Bonds are rated A-1+ or SP-1+ by S&P and mature or have a demand
feature exercisable in 30 days or less, or 120% so long as such Arizona
Municipal Bonds are rated A-1 or SP-1 by S&P and mature or have a demand
feature exercisable in 30 days or less, or 125% if such Arizona Municipal
Bonds are not rated by S&P but are rated VMIG-1, P-1 or MIG-1 by Moody's or
F-1+ by Fitch; provided, however, such short-term Arizona Municipal Bonds
rated by Moody's or Fitch but not rated by S&P having a demand feature
exercisable in 30 days or less must be backed by a letter of credit, liquidity
facility or guarantee from a bank or other financial institution having a
short-term rating of at least A-1+ from S&P and further provided that such
short-term Arizona Municipal Bonds rated by Moody's or Fitch but not rated by
S&P may comprise no more than 50% of short-term Arizona Municipal Bonds that
qualify as S&P Eligible Assets, (ii) the S&P Discount Factor for Rule 2a-7
Money Market Funds will be 110%, (iii) the S&P Discount Factor for Receivables
for Arizona Municipal Bonds Sold that are due in more than five Business Days
from such Valuation Date will be the S&P Discount Factor applicable to the
Arizona Municipal Bonds sold, and (iv) no S&P Discount Factor will be applied
to cash or to Receivables for Arizona Municipal Bonds Sold if such receivables
are due within five Business Days of such
13
Valuation Date. "Receivables for Arizona Municipal Bonds Sold," for purposes
of calculating S&P Eligible Assets as of any Valuation Date, means the book
value of receivables for Arizona Municipal Bonds sold as of or prior to such
Valuation Date. For purposes of the foregoing, Anticipation Notes rated SP-1
or, if not rated by S&P, rated VMIG-1 by Moody's or F-1+ by Fitch, which do
not mature or have a demand feature exercisable in 30 days and which do not
have a long-term rating, shall be considered to be short-term Arizona
Municipal Bonds.
The S&P guidelines require certain minimum issue size and impose
other requirements for purposes of determining S&P Eligible Assets. In order
to be considered S&P Eligible Assets, Arizona Municipal Bonds must:
(i) except for zero coupon Arizona Municipal Bonds rated AAA
by S&P that mature in 30 years or less, be interest bearing and pay
interest at least semi-annually;
(ii) be payable with respect to principal and interest in
U.S. dollars;
(iii) not be subject to a covered call or covered put option
written by the Fund;
(iv) except for Inverse Floaters, not be part of a private
placement; and
(v) except for Inverse Floaters and legally defeased bonds
that are secured by securities issued or guaranteed by the United
States Government, be part of an issue with an original issue size of
at least $10 million or, if of an issue with an original issue size
below $10 million, is rated at least AA or higher by S&P.
Notwithstanding the foregoing:
(i) Arizona Municipal Bonds of any one issue type category
(as described below) will be considered S&P Eligible Assets only to
the extent the fair market value of such Arizona Municipal Bonds does
not exceed 25% of the aggregate fair market value of S&P Eligible
Assets, except that Arizona Municipal Bonds falling within the
general obligation issue type category will be considered S&P
Eligible Assets to the extent the fair market value of such Arizona
Municipal Bonds does not exceed 50% of the aggregate fair market
value of S&P Eligible Assets. For purposes of the issue type category
requirement described above, Arizona Municipal Bonds will be
classified within one of the following categories: health care
issues, housing issues, educational facilities issues, student loan
issues, transportation issues, industrial development bond issues,
electric, gas and combination issues (if the combination issue
includes an electric issue), water and sewer utilities and
combination issues (if the combination issue does not include an
electric issue), irrigation, resource recovery, solid waste and other
utilities, general obligation issues, lease obligations, escrowed
bonds and other issues not falling within one of the aforementioned
categories. The general obligation issue type category includes any
issuer that is directly or indirectly guaranteed by the State of
Arizona or its political subdivisions. Utility issuers are included
in the general obligation issue type category if the issuer is
directly or indirectly guaranteed by the State of Arizona or its
political subdivisions;
(ii) Arizona Municipal Bonds that are escrow bonds or
defeased bonds may compose up to 100% of the aggregate fair market
value of S&P Eligible Assets if such Arizona Municipal Bonds
initially are assigned a rating by S&P in accordance with S&P's legal
defeasance criteria or rerated by S&P as economic defeased escrow
bonds and assigned an AAA rating. Arizona Municipal Bonds may be
rated as escrow bonds by another NRSRO or rerated as an escrow bond
and assigned the equivalent of an S&P AAA rating, provided that such
equivalent rated Arizona Municipal Bonds are limited to 50% of the
aggregate fair market value of S&P Eligible Assets and are deemed to
have an AA S&P rating for purposes of determining the S&P Discount
Factor applicable to such Arizona Municipal Bonds. The limitations on
Arizona Municipal Bonds in clause (i) above and clauses (iii) and
(iv) below are not applicable to escrow bonds, however, economically
defeased bonds that are either initially rated or rerated by S&P or
another NRSRO and assigned the same rating level as the issuer of the
Arizona Municipal Bonds will remain in its original issue type
category set forth in clause (1) above;
14
(iii) Arizona Municipal Bonds that are not rated by any
NRSRO may comprise no more than 10% of S&P Eligible Assets;
(iv) Arizona Municipal Bonds rated at least BBB- by S&P, or
if not rated by S&P, rated at least A- by another NRSRO, of any one
issuer or guarantor (excluding bond insurers) will be considered S&P
Eligible Assets only to the extent the fair market value of such
Arizona Municipal Bonds does not exceed 10% of the aggregate fair
market value of the S&P Eligible Assets, High Yield Municipal Bonds
of any issuer may comprise no more than 5% of S&P Eligible Assets,
and Arizona Municipal Bonds of any one issuer which are not rated by
any NRSRO will be considered S&P Eligible Assets only to the extent
the fair market value of such Arizona Municipal Bonds does not exceed
5% of the aggregate fair market value of the S&P Eligible Assets. In
the aggregate, the maximum issuer exposure is limited to 10% of the
S&P Eligible Assets; and
(v) Arizona Municipal Bonds not rated by S&P but rated by
another NRSRO will be included in S&P Eligible Assets only to the
extent the fair market value of such Arizona Municipal Bonds does not
exceed 50% of the aggregate fair market value of the S&P Eligible
Assets.
The Fund may include Municipal Bonds other than Arizona Municipal
Bonds as S&P Eligible Assets pursuant to guidelines and restrictions to be
established by S&P, provided that S&P advises the Fund in writing that such
action will not adversely affect its then current rating on the AMPS.
As discussed in the prospectus, the Fund may engage in options or
futures transactions. For so long as any shares of AMPS are rated by S&P, the
Fund will not purchase or sell financial futures contracts, write, purchase or
sell options on financial futures contracts or write put options (except
covered put options) or call options (except covered call options) on
portfolio securities unless it receives written confirmation from S&P that
engaging in such transactions will not impair the ratings then assigned to the
shares of AMPS by S&P, except that the Fund may purchase or sell financial
futures contracts based on the Bond Buyer Municipal Bond Index (the "Municipal
Index") or Treasury Bonds and write, purchase or sell put and call options on
such contracts (collectively, "S&P Hedging Transactions"), subject to the
following limitations:
(i) the Fund will not engage in any S&P Hedging Transaction
based on the Municipal Index (other than transactions that terminate
a financial futures contract or option held by the Fund by the Fund's
taking an opposite position thereto ("Closing Transactions")), that
would cause the Fund at the time of such transaction to own or have
sold the least of (A) more than 1,000 outstanding financial futures
contracts based on the Municipal Index, (B) outstanding financial
futures contracts based on the Municipal Index exceeding in number
25% of the quotient of the fair market value of the Fund's total
assets divided by $1,000 or (C) outstanding financial futures
contracts based on the Municipal Index exceeding in number 10% of the
average number of daily traded financial futures contracts based on
the Municipal Index in the 30 days preceding the time of effecting
such transaction as reported by The Wall Street Journal;
(ii) the Fund will not engage in any S&P Hedging Transaction
based on Treasury Bonds (other than Closing Transactions) that would
cause the Fund at the time of such transaction to own or have sold
the lesser of (A) outstanding financial futures contracts based on
Treasury Bonds exceeding in number 50% of the quotient of the fair
market value of the Fund's total assets divided by $100,000 ($200,000
in the case of the two-year United States Treasury Note) or (B)
outstanding financial futures contracts based on Treasury Bonds
exceeding in number 10% of the average number of daily traded
financial futures contracts based on Treasury Bonds in the 30 days
preceding the time of effecting such transaction as reported by The
Wall Street Journal;
(iii) the Fund will engage in Closing Transactions to close
out any outstanding financial futures contract that the Fund owns or
has sold or any outstanding option thereon owned by the Fund in the
event (A) the Fund does not have S&P Eligible Assets with an
aggregate Discounted Value equal to or greater than the AMPS Basic
Maintenance Amount on two consecutive Valuation Dates and (B) the
Fund is required to pay Variation Margin on the second such Valuation
Date;
15
(iv) the Fund will engage in a Closing Transaction to close
out any outstanding financial futures contract or option thereon in
the month prior to the delivery month under the terms of such
financial futures contract or option thereon unless the Fund holds
the securities deliverable under such terms; and
(v) when the Fund writes a financial futures contract or an
option thereon, it will either maintain an amount of cash, cash
equivalents or liquid assets in a segregated account with the Fund's
custodian, so that the amount so segregated plus the amount of
Initial Margin and Variation Margin held in the account of or on
behalf of the Fund's broker with respect to such financial futures
contract or option equals the fair market value of the financial
futures contract or option, or, in the event the Fund writes a
financial futures contract or option thereon that requires delivery
of an underlying security, it shall hold such underlying security in
its portfolio.
For purposes of determining whether the Fund has S&P Eligible Assets
with a Discounted Value that equals or exceeds the AMPS Basic Maintenance
Amount, the Discounted Value of cash or securities held for the payment of
Initial Margin or Variation Margin shall be zero and the aggregate Discounted
Value of S&P Eligible Assets shall be reduced by an amount equal to (i) 30% of
the aggregate settlement value, as marked to market, of any outstanding
financial futures contracts based on the Municipal Index that are owned by the
Fund plus (ii) 25% of the aggregate settlement value, as marked to market, of
any outstanding financial futures contracts based on Treasury Bonds which
contracts are owned by the Fund.
Moody's Aaa Rating Guidelines
The Discounted Value of the Fund's Moody's Eligible Assets is
calculated on each Valuation Date. See "Description of AMPS--Asset
Maintenance--AMPS Basic Maintenance Amount." Moody's Eligible Assets include
cash, Receivables for Arizona Municipal Bonds and Municipal Bonds Sold (as
defined below), Rule 2a-7 Money Market Funds and Arizona Municipal Bonds or
Municipal Bonds eligible for consideration under Moody's guidelines. For
purposes of calculating the Discounted Value of the Fund's portfolio under
current Moody's guidelines, the fair market value of Arizona Municipal Bonds
and Municipal Bonds eligible for consideration under such guidelines must be
discounted by the applicable Moody's Discount Factor set forth in the table
below. The Discounted Value of a Arizona Municipal Bond or Municipal Bond
eligible for consideration under Moody's guidelines is the lower of par and
the quotient of the fair market value thereof divided by the Moody's Discount
Factor. The Moody's Discount Factor used to discount a particular Arizona
Municipal Bond or Municipal Bond will be determined by reference to the rating
by Moody's, S&P or Fitch on such Arizona Municipal Bond or Municipal Bond, in
accordance with the tables set forth on the following page:
Moody's Rating Category (1)
-------------------------------------------------------------------------------
Aaa Aa A Baa Other (2)
------------------ ---------- ------------- ------------ --------------
151% 159% 160% 173% 225%
--------------
(1) Ratings assigned by S&P or Fitch are generally accepted by Moody's at
face value. However, adjustments to face value may be made to particular
categories of credits for which the S&P and/or Fitch rating does not seem
to approximate a Moody's rating equivalent. Split rated securities
assigned by S&P and Fitch will be accepted at the lower of the two
ratings.
(2) Arizona Municipal Bonds and Municipal Bonds rated Ba1 to B3 by Moody's
or, if not rated by Moody's, rated BB+ to B- by S&P or Fitch. In
addition, Arizona Municipal Bonds and Municipal Bonds not explicitly
rated by Moody's, S&P or Fitch, but rated at least the equivalent of B3
internally by the Investment Adviser, provided that Moody's reviews and
achieves sufficient comfort with the Investment Adviser's internal credit
rating processes, will be included under "Other" in the table. Unless
conclusions regarding liquidity risk as well as estimates of both the
probability and severity of default for the Fund's assets can be derived
from other sources as well as combined with a number of sources as
presented by the Fund to Moody's, unrated Arizona Municipal Bonds and
Municipal Bonds which are rated at least the equivalent of B3 by the
Investment Adviser internally are limited to 10% of Moody's Eligible
Assets.
Moody's Rating Category
------------------------------------------------------------------------------
16
MIG-1, VMIG-1, P-1 (1) MIG-1, VMIG-1, P-1 (2)
-------------------------------- -------------------------------------
100% 136%
--------------
(1) Moody's rated Arizona Municipal Bonds or Municipal Bonds that have a
maturity less than or equal to 49 days and Arizona Municipal Bonds or
Municipal Bonds not rated by Moody's but rated the equivalent to MIG-1,
VMIG-1, or P-1 by S&P or Fitch that have a maturity less than or equal to
49 days.
(2) Moody's rated Arizona Municipal Bonds or Municipal Bonds that have a
maturity greater than 49 days and Arizona Municipal Bonds or Municipal
Bonds not rated by Moody's but rated the equivalent to MIG-1, VMIG-1, or
P-1 by S&P or Fitch that have a maturity greater than 49 days.
Notwithstanding the foregoing, no Moody's Discount Factor will be
applied to cash or to Receivables for Arizona Municipal Bonds and Municipal
Bonds Sold that are due within five Business Days of such Valuation Date. The
Moody's Discount Factor for Receivables for Arizona Municipal Bonds and
Municipal Bonds Sold that are due within six and 30 Business Days of such
Valuation Date will be the Moody's Discount Factor applicable to the Arizona
Municipal Bonds and Municipal Bonds sold. "Receivables for Arizona Municipal
Bonds and Municipal Bonds Sold," for purposes of calculating Moody's Eligible
Assets as of any Valuation Date, means the book value of receivables for
Arizona Municipal Bonds and Municipal Bonds sold as of or prior to such
Valuation Date if such receivables are due within 30 Business Days of such
Valuation Date.
The Moody's Discount Factor for Inverse Floaters shall be the product
of (x) the percentage determined by reference to the rating on the security
underlying such Inverse Floaters multiplied by (y) 1.25.
The Moody's Discount Factor for Rule 2a-7 Money Market Funds shall be
110%.
The Moody's guidelines impose certain requirements as to minimum
issue size, issuer diversification and geographical concentration, as well as
other requirements for purposes of determining whether Municipal Bonds
constitute Moody's Eligible Assets, as set forth in the table below:
Minimum Issue Size Maximum Underlying Maximum Issue Type Maximum State
Rating ($ Millions) Obligor (%) (1) (%) (1) (3) Allowed (%) (1) (4)
----------------- ----------------------- ---------------------- --------------------- ----------------------
Aaa * 100 100 100
Aa 10 20 60 60
A 10 10 40 40
Baa 10 6 20 20
Ba 10 4 12 12
B 10 3 12 12
Other (2) 10 2 12 12
--------------
* Not applicable.
(1) The referenced percentages represent maximum cumulative totals for the
related rating category and each lower rating category.
(2) Arizona Municipal Bonds and Municipal Bonds not rated by Moody's, S&P or
Fitch, but rated at least the equivalent of B3 internally by the
Investment Adviser.
(3) Does not apply to general obligation bonds.
(4) Does not apply to Arizona Municipal Bonds. Territorial bonds (other than
those issued by Puerto Rico and counted collectively) are each limited to
10% of Moody's Eligible Assets. For diversification purposes, Puerto Rico
will be treated as a state.
For purposes of the maximum underlying obligor requirement described
above, any Arizona Municipal Bond or Municipal Bond backed by the guaranty,
letter of credit or insurance issued by a third party will be deemed to be
issued by such third party if the issuance of such third party credit is the
sole determinant of the rating on such Bond. For purposes of the issue type
concentration requirement described above, Arizona Municipal Bonds and
Municipal Bonds will be classified within one of the following categories:
health care issues (teaching and non-teaching hospitals, public and private),
housing issues (single- and multi-family), educational facilities issues
(public
17
and private schools), student loan issues, resource recovery issues,
transportation issues (mass transit, airport and highway bonds), industrial
revenue/pollution control bond issues, utility issues (including water, sewer
and electricity), general obligation issues, lease obligations/certificates of
participation, escrowed bonds and other issues ("Other Issues") not falling
within one of the aforementioned categories (includes special obligations to
crossover, excise and sales tax revenue, recreation revenue, special
assessment and telephone revenue bonds). In no event shall (a) more than 10%
of Moody's Eligible Assets consist of student loan issues, (b) more than 10%
of Moody's Eligible Assets consist of resource recovery issues or (c) more
than 10% of Moody's Eligible Assets consist of Other Issues.
Current Moody's guidelines also require that Arizona Municipal Bonds
and Municipal Bonds constituting Moody's Eligible Assets pay interest in cash,
are publicly rated B3 or higher by Moody's or, if not rated by Moody's, but
rated by S&P or Fitch, are publicly rated at least B- by S&P or Fitch, or if
not explicitly rated by Moody's, S&P or Fitch, be rated at least the
equivalent of B3 internally by the Investment Adviser, provided that Moody's
reviews and achieves sufficient comfort with the Investment Adviser's internal
credit rating processes, not have suspended ratings by Moody's, if an Inverse
Floater be explicitly rated by Moody's, and be part of an issue of Arizona
Municipal Bonds and Municipal Bonds of at least $10,000,000 (except for issues
rated Aaa by Moody's, as provided in the chart above).
When the Fund sells Arizona Municipal Bonds or Municipal Bonds and
agrees to repurchase it at a future date, the Discounted Value of such Bond
will constitute a Moody's Eligible Asset and the amount the Fund is required
to pay upon repurchase of such Bond will count as a liability for purposes of
calculating the AMPS Basic Maintenance Amount. For so long as the AMPS are
rated by Moody's, the Fund will not enter into any such reverse repurchase
agreements unless it has received written confirmation from Moody's that such
transactions would not impair the ratings then assigned the AMPS by Moody's.
When the Fund purchases a Arizona Municipal Bond or Municipal Bond and agrees
to sell it at a future date to another party, cash receivable by the Fund
thereby will constitute a Moody's Eligible Asset if the long-term debt of such
other party is rated at least A2 by Moody's and such agreement has a term of
30 days or less; otherwise the Discounted Value of such Bond will constitute a
Moody's Eligible Asset.
High Yield Municipal Bonds may comprise no more than 20% of Moody's
Eligible Assets. Unless conclusions regarding liquidity risk as well as
estimates of both the probability and severity of default for the Fund's
assets can be derived from other sources as well as combined with a number of
sources as presented by the Fund to Moody's, unrated High Yield Municipal
Bonds which are rated at least the equivalent of B3 by the Investment Adviser
internally are limited to 10% of Moody's Eligible Assets.
Inverse Floaters, including primary market and secondary market
residual interest bonds, may constitute no more than 10% of Moody's Eligible
Assets.
Notwithstanding the foregoing, an asset will not be considered a
Moody's Eligible Asset if it is (i) held in a margin account, (ii) subject to
any material lien, mortgage, pledge, security interest or security agreement
of any kind, (iii) held for the purchase of a security pursuant to a Forward
Commitment or (iv) irrevocably deposited by the Fund for the payment of
dividends or redemption.
For so long as shares of AMPS are rated by Moody's, in managing the
Fund's portfolio, the Investment Adviser will not alter the composition of the
Fund's portfolio if, in the reasonable belief of the Investment Adviser, the
effect of any such alteration would be to cause the Fund to have Moody's
Eligible Assets with an aggregate Discounted Value, as of the immediately
preceding Valuation Date, less than the AMPS Basic Maintenance Amount as of
such Valuation Date; provided, however, that in the event that, as of the
immediately preceding Valuation Date, the aggregate Discounted Value of
Moody's Eligible Assets exceeded the AMPS Basic Maintenance Amount by 5% or
less, the Investment Adviser will not alter the composition of the Fund's
portfolio in a manner reasonably expected to reduce the aggregate Discounted
Value of Moody's Eligible Assets unless the Fund shall have confirmed that,
after giving effect to such alteration, the aggregate Discounted Value of
Moody's Eligible Assets would exceed the AMPS Basic Maintenance Amount.
For so long as any shares of AMPS are rated by Moody's, the Fund will
not engage in Bond Market Association Municipal Swap Index swap transactions
("BMA swap transactions"), buy or sell financial futures contracts, write,
purchase or sell call options on financial futures contracts or purchase put
options on financial
18
futures contracts or write call options (except covered call options) on
portfolio securities unless it receives written confirmation from Moody's that
engaging in such transactions would not impair the ratings then assigned to
the shares of AMPS by Moody's, except that the Fund may engage in BMA swap
transactions, purchase or sell exchange-traded financial futures contracts
based on any index approved by Moody's or Treasury Bonds, and purchase, write
or sell exchange-traded put options on such financial futures contracts, and
purchase, write or sell exchange-traded call options on such financial futures
contracts (collectively, "Moody's Hedging Transactions"), subject to the
following limitations:
(i) the Fund will not engage in any Moody's Hedging
Transaction based on the Municipal Index (other than Closing
Transactions) that would cause the Fund at the time of such
transaction to own or have sold (A) outstanding financial futures
contracts based on the Municipal Index exceeding in number 10% of the
average number of daily traded financial futures contracts based on
the Municipal Index in the 30 days preceding the time of effecting
such transaction as reported by The Wall Street Journal or (B)
outstanding financial futures contracts based on the Municipal Index
having fair market value exceeding 50% of the fair market value of
all Municipal Bonds constituting Moody's Eligible Assets owned by the
Fund (other than Moody's Eligible Assets already subject to a Moody's
Hedging Transaction);
(ii) the Fund will not engage in any Moody's Hedging
Transaction based on Treasury Bonds (other than Closing Transactions)
that would cause the Fund at the time of such transaction to own or
have sold (A) outstanding financial futures contracts based on
Treasury Bonds having an aggregate fair market value exceeding 40% of
the aggregate fair market value of Moody's Eligible Assets owned by
the Fund and rated Aa by Moody's (or, if not rated by Moody's but
rated by S&P, rated AAA by S&P) or (B) outstanding financial futures
contracts based on Treasury Bonds having an aggregate fair market
value exceeding 80% of the aggregate fair market value of all
Municipal Bonds constituting Moody's Eligible Assets owned by the
Fund (other than Moody's Eligible Assets already subject to a Moody's
Hedging Transaction) and rated Baa or A by Moody's (or, if not rated
by Moody's but rated by S&P, rated A or AA by S&P) (for purposes of
the foregoing clauses (i) and (ii), the Fund shall be deemed to own
the number of financial futures contracts that underlie any
outstanding options written by the Fund);
(iii) the Fund will engage in Closing Transactions to close
out any outstanding financial futures contract based on the Municipal
Index if the amount of open interest in the Municipal Index as
reported by The Wall Street Journal is less than 5,000;
(iv) the Fund will engage in a Closing Transaction to close
out any outstanding financial futures contract by no later than the
fifth Business Day of the month in which such contract expires and
will engage in a Closing Transaction to close out any outstanding
option on a financial futures contract by no later than the first
Business Day of the month in which such option expires;
(v) the Fund will engage in Moody's Hedging Transactions
only with respect to financial futures contracts or options thereon
having the next settlement date or the settlement date immediately
thereafter;
(vi) the Fund (A) will not engage in options and futures
transactions for leveraging or speculative purposes, except that the
Fund may engage in an option or futures transaction so long as the
combination of the Fund's non-derivative positions, together with the
relevant option or futures transaction, produces a synthetic
investment position, or the same economic result, that could be
achieved by an investment, consistent with the Fund's investment
objective and policies, in a security that is not an option or
futures transaction, subject to the Investment Adviser periodically
demonstrating to Moody's that said economic results are achieved, and
(B) will not write any call options or sell any financial futures
contracts for the purpose of hedging the anticipated purchase of an
asset prior to completion of such purchase;
(vii) the Fund will not enter into an option or futures
transaction unless, after giving effect thereto, the Fund would
continue to have Moody's Eligible Assets with an aggregate Discounted
Value equal to or greater than the AMPS Basic Maintenance Amount; and
19
(viii) the Fund will not engage in BMA swap transactions
with respect to more than 20% of the Fund's net assets; provided that
the Fund's use of futures will proportionately decrease as the Fund's
use of BMA swap transactions increases, and vice-versa.
For purposes of determining whether the Fund has Moody's Eligible
Assets with an aggregate Discounted Value that equals or exceeds the AMPS
Basic Maintenance Amount, the Discounted Value of Moody's Eligible Assets that
the Fund is obligated to deliver or receive pursuant to an outstanding futures
contract or option shall be as follows: (i) assets subject to call options
written by the Fund that are either exchange-traded and "readily reversible"
or that expire within 49 days after the date as of which such valuation is
made shall be valued at the lesser of (A) Discounted Value and (B) the
exercise price of the call option written by the Fund; (ii) assets subject to
call options written by the Fund not meeting the requirements of clause (i) of
this sentence shall have no value; (iii) assets subject to put options written
by the Fund shall be valued at the lesser of (A) the exercise price and (B)
the Discounted Value of the subject security; (iv) futures contracts shall be
valued at the lesser of (A) settlement price and (B) the Discounted Value of
the subject security, provided that, if a contract matures within 49 days
after the date as of which such valuation is made, where the Fund is the
seller the contract may be valued at the settlement price and where the Fund
is the buyer the contract may be valued at the Discounted Value of the subject
securities; and (v) where delivery may be made to the Fund with any security
of a class of securities, the Fund shall assume that it will take delivery of
the security with the lowest Discounted Value.
For purposes of determining whether the Fund has Moody's Eligible
Assets with an aggregate Discounted Value that equals or exceeds the AMPS
Basic Maintenance Amount, the following amounts shall be subtracted from the
aggregate Discounted Value of the Moody's Eligible Assets held by the Fund:
(i) 10% of the exercise price of a written call option; (ii) the exercise
price of any written put option; (iii) where the Fund is the seller under a
financial futures contract, 10% of the settlement price of the financial
futures contract; (iv) where the Fund is the purchaser under a financial
futures contract, the settlement price of assets purchased under such
financial futures contract; (v) the settlement price of the underlying
financial futures contract if the Fund writes put options on a financial
futures contract; and (vi) 105% of the fair market value of the underlying
financial futures contracts if the Fund writes call options on a financial
futures contract and does not own the underlying contract.
For so long as any shares of AMPS are rated by Moody's, the Fund will
not enter into any contract to purchase securities for a fixed price at a
future date beyond customary settlement time (other than such contracts that
constitute Moody's Hedging Transactions), except that the Fund may enter into
such contracts to purchase newly-issued securities on the date such securities
are issued ("Forward Commitments"), subject to the following limitations:
(i) the Fund will maintain in a segregated account with its
custodian cash, cash equivalents or short term, fixed-income
securities rated P-1, MIG-1 or VMIG-1 by Moody's and maturing prior
to the date of the Forward Commitment with a fair market value that
equals or exceeds the amount of the Fund's obligations under any
Forward Commitments to which it is from time to time a party or
long-term, fixed income securities with a Discounted Value that
equals or exceeds the amount of the Fund's obligations under any
Forward Commitment to which it is from time to time a party, and
(ii) the Fund will not enter into a Forward Commitment
unless, after giving effect thereto, the Fund would continue to have
Moody's Eligible Assets with an aggregate Discounted Value equal to
or greater than the AMPS Basic Maintenance Amount.
For purposes of determining whether the Fund has Moody's Eligible
Assets with an aggregate Discounted Value that equals or exceeds the AMPS
Basic Maintenance Amount, the Discounted Value of all Forward Commitments to
which the Fund is a party and of all securities deliverable to the Fund
pursuant to such Forward Commitments shall be zero.
----------
For so long as shares of AMPS are rated by S&P or Moody's, the Fund,
unless it has received written confirmation from S&P and/or Moody's, as the
case may be, that such action would not impair the ratings then assigned to
the AMPS by S&P and/or Moody's, as the case may be, will not (i) borrow money
except for the purpose of clearing transactions in portfolio securities (which
borrowings under any circumstances shall be limited
20
to the lesser of $10 million and an amount equal to 5% of the fair market
value of the Fund's assets at the time of such borrowings and which borrowings
shall be repaid within 60 days and not be extended or renewed and shall not
cause the aggregate Discounted Value of Moody's Eligible Assets and S&P
Eligible Assets to be less than the AMPS Basic Maintenance Amount), (ii)
engage in short sales of securities, (iii) lend any securities, (iv) issue any
class or series of stock ranking prior to or on a parity with the AMPS with
respect to the payment of dividends or the distribution of assets upon
dissolution, liquidation or winding up of the Fund, (v) reissue any AMPS
previously purchased or redeemed by the Fund, (vi) merge or consolidate into
or with any other corporation or entity, (vii) change the Fund's pricing
service or (viii) engage in reverse repurchase agreements.
For as long as the AMPS are rated by S&P, the Fund will not, unless
it has received written confirmation from S&P that such action would not
impair the rating then assigned to the shares of AMPS by S&P, engage in
interest rate swaps, caps and floors, except that the Fund may, without
obtaining the written consent described above, engage in swaps, caps and
floors if: (i) the counterparty to the swap transaction has a short-term
rating of A-1 or, if the counterparty does not have a short-term rating, the
counterparty's senior unsecured long-term debt rating is A- or higher, (ii)
the original aggregate notional amount of the interest rate swap transaction
or transactions is not to be greater than the liquidation preference of the
AMPS, (iii) the interest rate swap transaction will be marked-to-market weekly
by the swap counterparty, (iv) if the Fund fails to maintain an aggregate
discounted value at least equal to the AMPS Basic Maintenance Amount on two
consecutive Valuation Dates then the agreement shall terminate immediately,
(v) for the purpose of calculating the Discounted Value of S&P Eligible
Assets, 90% of any positive mark-to-market valuation of the Fund's rights will
be S&P Eligible Assets, 100% of any negative mark-to-market valuation of the
Fund's rights will be included in the calculation of the AMPS Basic
Maintenance Amount, and (vi) the Fund must maintain liquid assets with a value
at least equal to the net amount of the excess, if any, of the Fund's
obligations over its entitlement with respect to each swap. For caps/floors,
the Fund must maintain liquid assets with a value at least equal to the Fund's
obligations with respect to such caps or floors.
DIRECTORS AND OFFICERS
The Directors of the Fund consist of eight individuals, seven of whom
are not "interested persons" of the Fund as defined in the 1940 Act (the
"non-interested Directors"). The Directors are responsible for the overall
supervision of the operations of the Fund and perform the various duties
imposed on the directors of investment companies by the 1940 Act.
Each non-interested Director is a member of the Fund's Audit
Committee (the "Audit Committee"). The principal responsibilities of the Audit
Committee are the appointment, compensation, retention and oversight of the
Fund's independent registered public accounting firm, including the resolution
of disagreements regarding financial reporting between Fund management and
such independent registered public accounting firm. The Audit Committee's
responsibilities include, without limitation, to (i) review with the
independent registered public accounting firm the arrangements for and scope
of annual and special audits and any other services provided by the
independent registered public accounting firm to the Fund; (ii) review with
the independent registered public accounting firm any audit problems or
difficulties encountered during or relating to the conduct of the audit; (iii)
ensure that the independent registered public accounting firm submits on a
periodic basis a formal written statement with respect to their independence,
discuss with the independent registered public accounting firm any
relationships or services that may impact the objectivity and independence of
the Fund's independent registered public accounting firm; and (iv) consider
information and comments of the independent registered public accounting firm
with respect to the Fund's accounting and financial reporting policies,
procedures and internal control over financial reporting and Fund management's
responses thereto. The Board of Directors of the Fund has adopted a written
charter for the Audit Committee. The Audit Committee has retained independent
legal counsel to assist it in connection with these duties. The Audit
Committee met four times during the Fund's fiscal year ended October 31, 2004.
Each non-interested Director is also a member of the Fund's
Nominating Committee (the "Nominating Committee"). The principal
responsibilities of the Nominating Committee are to identify individuals
qualified to serve as non-interested Directors of the Fund and to recommend
its nominees for consideration by the full Board. While the Nominating
Committee is solely responsible for the selection and nomination of the Fund's
non-interested Directors, the Nominating Committee may consider nominations
for the office of the Director made by Fund stockholders in such manner as it
deems appropriate. Fund stockholders who wish to recommend a nominee should
send nominations to the Secretary of the Fund that include biographical
information and set forth the
21
qualifications of the proposed nominee. The Nominating Committee met one time
during the Fund's fiscal year ended October 31, 2004.
Biographical Information
Certain biographical and other information relating to the
non-interested Directors of the Fund is set forth below, including their ages,
their principal occupations for at least the last five years, the length of
time served, the total number of portfolios overseen in the complex of funds
advised by the Investment Adviser, Merrill Lynch Investment Managers, L.P.
("MLIM") or their affiliates ("MLIM/FAM-advised funds") and other public
directorships.
Number of
MLIM/FAM-
Name, Term of Advised
Address* Position(s) Office** and Funds and
and Age Held with the Length of Time Principal Occupation(s) Portfolios Public
of Director Fund Served During Past Five Years Overseen Directorships
----------- ------------- -------------- ----------------------------- -------------- -------------
James H. Director Director since Director, The China Business 38 registered None
Bodurtha 1995 and Group, Inc. since 1996 and investment
(61) *** Co-chairman of Executive Vice President companies
the Board since thereof from 1996 to 2003; consisting
2005 Chairman of the Board, of 55
Berkshire Holding Corporation portfolios
since 1980; Partner, Squire,
Sanders & Dempsey from 1980
to 1993.
Kenneth A. Director Director since Professor, Harvard University 38 registered [none]
Froot (48) 2005 since 1992. investment
companies
consisting
of 55
portfolios
Joe Grills Director Director since Member of the Committee of 38 registered Kimco Realty
(70) *** 2002 and Investment of Employee Benefit investment Corporation
Co-chairman of Assets of the Association of companies
the Board since Financial Professionals consisting of
2005 ("CIEBA") since 1986; Member 55 portfolios
of CIEBA's Executive Committee
since 1988 and its Chairman
from 1991 to 1992; Assistant
Treasurer of International
Business Machines Corporation
("IBM") and Chief Investment
Officer of IBM Retirement
Funds from 1986 to 1993;
Member of the Investment
Advisory Committee of the
State of New York Common
Retirement Fund since 1989;
Member of the Investment
Advisory Committee of the
Howard Hughes Medical
Institute from 1997 to
2000; Director, Duke
Management
22
Number of
MLIM/FAM-
Name, Term of Advised
Address* Position(s) Office** and Funds and
and Age Held with the Length of Time Principal Occupation(s) Portfolios Public
of Director Fund Served During Past Five Years Overseen Directorships
----------- ------------- -------------- ----------------------------- -------------- -------------
Company since 1992 and
Vice Chairman thereof since
1998; Director, LaSalle Street
Fund from 1995 to 2001;
Director, Kimco Realty
Corporation since 1997;
Member of the Investment
Advisory Committee of the
Virginia Retirement System
since 1998 and Vice
Chairman thereof since
2002; Director, Montpelier
Foundation since 1998 and
its Vice Chairman since
2000; Member of the
Investment Committee of the
Woodberry Forest School
since 2000; Member of the
Investment Committee of the
National Trust for Historic
Preservation since 2000.
Herbert I. Director Director since John M. Olin Professor of 38 registered None
London (66) 1992 Humanities, New York investment
University since 1993 and companies
Professor thereof since 1980; consisting of
President, Hudson Institute 55 portfolios
since 1997 and Trustee thereof
since 1980; Dean, Gallatin
Division of New York
University from 1976 to 1993;
Distinguished Fellow, Herman
Kahn Chair, Hudson Institute
from 1984 to 1985; Director,
Damon Corp. from 1991 to 1995;
Overseer, Center for Naval
Analyses from 1983 to 1993;
Limited Partner, Hypertech LP
since 1996.
Roberta Cooper Director Director since Shareholder, Modrall, 38 registered None
Ramo (62) 1999 Sperling, Roehl, Harris & investment
Sisk, P.A. since 1993; companies
President, American Bar consisting of
Association from 1995 to 1996 55 portfolios
and Member of the Board of
Governors thereof from 1994 to
1997; Shareholder, Poole,
Kelly & Ramo, Attorneys at
Law, P.C. from 1977 to 1993;
Director, Coopers, Inc. since
1999; Director of ECMC Group
23
Number of
MLIM/FAM-
Name, Term of Advised
Address* Position(s) Office** and Funds and
and Age Held with the Length of Time Principal Occupation(s) Portfolios Public
of Director Fund Served During Past Five Years Overseen Directorships
----------- ------------- -------------- ----------------------------- -------------- -------------
(service provider to students,
schools and lenders) since
2001; Director, United New
Mexico Bank (now Wells Fargo)
from 1983 to 1988; Director,
First National Bank of New
Mexico (now Wells Fargo) from
1975 to 1976.
Robert S. Director Director since Principal of STI Management 38 registered None
Salomon, Jr. 2002 (investment adviser) since investment
(68) 1994; Chairman and CEO of companies
Salomon Brothers Asset consisting of
Management from 1992 until 55 portfolios
1995; Chairman of Salomon
Brothers equity mutual funds
from 1992 until 1995; regular
columnist with Forbes Magazine
from 1992 to 2002; Director of
Stock Research and U.S. Equity
Strategist at Salomon Brothers
from 1975 until 1991; Trustee,
Commonfund from 1980 to 2001.
Stephen B. Director Director since Chairman of Fernwood 39 registered None
Swensrud (71) 2002 Associates (investment investment
adviser) since 1996; companies
Principal, Fernwood Associates consisting of
(financial consultants) since 56 portfolios
1975; Chairman of R.P.P.
Corporation (manufacturing
company) since 1978; Director
of International Mobile
Communications, Incorporated
(telecommunications company),
since 1998.
--------------
* The address of each non-interested Director is P.O. Box 9095, Princeton,
New Jersey 08543-9095.
** Each Director serves until his or her successor is elected and qualified,
until December 31 of the year in which he or she turns 72, or until his
or her death, resignation, or removal as provided in the Fund's by-laws
or charter or by statute.
*** Co-Chairman of the Board of Directors and Co-Chairman of the Audit
Committee.
Certain biographical and other information relating to the Director
who is an "interested person" of the Fund as defined in the 1940 Act (the
"interested Director") and the other officers of the Fund is set forth below,
including their ages, their principal occupations for at least the last five
years, the length of time served, the total number of portfolios overseen in
MLIM/FAM-advised funds and public directorships held.
24
Number of
Term of MLIM/FAM-Advised
Position(s) Office** and Funds and
Name, Address* Held with Length of Time Principal Occupation(s) During Portfolios Public
and Age the Fund Served the Past Five Years Overseen Directorships
--------------- ------------- --------------- ------------------------------- ------------------- ---------------
Robert C. Doll, President President and President of MLIM/FAM advised 125 registered None
Jr. (50)*** and Director Director**** funds since 2005; President of investment
since 2005 MLIM and FAM since 2001; Co-Head companies
(Americas Region) FAM and MLIM consisting of
from 2000 to 2001 and Senior Vice 164 portfolio
President thereof from 1999 to
2001; Director of Princeton
Services, Inc. ("Princeton
Services") since 2001; President
of Princeton Administrators, L.P.
since 2001; Chief Investment
Officer of OppenheimerFunds, Inc.
in 1999 and Executive Vice
President thereof from 1991 to
1999.
Kenneth A. Senior Vice Senior Vice Managing Director of MLIM since 38 registered None
Jacob (53) President President since 2000; First Vice President of MLIM investment
2001 from 1997 to 2000; Vice President companies
of MLIM from 1984 to 1997. consisting of
50 portfolios
John M. Senior Vice Senior Vice Managing Director of MLIM since 39 registered None
Loffredo (40) President President since 2000; First Vice President of MLIM investment
2001 from 1997 to 2000; Vice President companies
of MLIM from 1991 to 1997; consisting of
Portfolio Manager with MLIM and 51 portfolios
FAM since 1997.
Donald C. Burke Vice Vice President First Vice President of FAM and 127 registered None
(45) President since 1993 and MLIM since 1997 and Treasurer investment
and Treasurer Treasurer since thereof since 1999; Senior Vice companies
1999 President and Treasurer of consisting of
Princeton Services since 1999 and 166 portfolios
Director since 2004; Vice
President of FAM Distributors,
Inc. ("FAMD") since 1999; Vice
President of MLIM and FAM from
1990 to 1997; Director of Taxation
of MLIM from 1990 to 2001.
Michael Vice Vice President Vice President and Portfolio 4 registered None
Kalinoski (34) President since 1999 Manager of MLIM since 1999. investment
and companies
Portfolio consisting of
Manager 4 portfolios
25
Number of
Term of MLIM/FAM-Advised
Position(s) Office** and Funds and
Name, Address* Held with Length of Time Principal Occupation(s) During Portfolios Public
and Age the Fund Served the Past Five Years Overseen Directorships
--------------- ------------- --------------- ------------------------------- ------------------- ---------------
Jeffrey Hiller Chief Chief Chief Compliance Officer of the 128 registered None
(53) Compliance Compliance FAM/MLIM-advised funds since 2004; investment
Officer Officer since First Vice President and Chief companies
2004 Compliance Officer of MLIM since consisting of
2004; Chief Compliance Officer of 167 portfolios
the IQ Funds since 2004; Global
Director of Compliance at Morgan
Stanley Investment Management from
2002 to 2004; Managing Director
and Global Director of Compliance
at Citigroup Asset Management from
2000 to 2002; Chief Compliance
Officer at Soros Fund Management
in 2000; and Chief Compliance
Officer at Prudential Financial
from 1995 to 2000; Senior Counsel
in the Securities and Exchange
Commission's Division of
Enforcement in Washington, D.C.
from 1990 to 1995.
Alice A. Secretary Secretary since Director (Legal Advisory) of MLIM 125 registered None
Pellegrino (45) 2004 since 2002; Vice President of MLIM investment
from 1999 to 2002; Attorney companies
companies associated with consisting of
MLIM since 1997; consisting 164 portfolios
of Secretary of FAM, MLIM,
FAMD and 164 portfolios
Princeton Services since
2004.
--------------------------------
* The address of Mr. Doll and each officer listed is P.O. Box 9011,
Princeton, New Jersey 08543-9011.
** Elected by and serves at the pleasure of the Board of Directors of the
Fund.
*** Mr. Doll is an "interested person," as defined in the 1940 Act, of the
Fund based on his positions with MLIM, FAM, Princeton Services, and
Princeton Administrators, L.P.
**** As a Director, Mr. Doll serves until his successor is elected and
qualified or until December 31 of the year in which he turns 72, or until
his death, resignation, or removal as provided in the Fund's by-laws or
charter or by statute.
In connection with the election of the Fund's Directors, holders of
shares of AMPS, Other AMPS and other preferred stock, voting as a separate
class, are entitled to elect two of the Fund's Directors, and the remaining
Directors are elected by all holders of capital stock, voting as a single
class. Mr. London and Mr. Saloman are the Directors elected by holders of
preferred stock. See "Description of AMPS--Voting Rights."
Share Ownership
Information relating to each Director's share ownership in the Fund
and in all registered funds in the Merrill Lynch family of funds that are
overseen by the respective Director ("Supervised Merrill Lynch Funds") as of
December 31, 2004 is set forth in the chart below.
26
Name Aggregate Dollar Range of Equity in Aggregate Dollar Range of Securities
the Fund in Supervised Merrill Lynch Funds
-------------------------------------- ----------------------------------- ------------------------------------
Interested Director:
Robert C. Doll, Jr. None Over $100,000
Non-interested Director:
James H. Bodurtha None Over $100,000
Kenneth A. Froot None None
Joe Grills None Over $100,000
Herbert I London None Over $100,000
Roberta Cooper Ramo None Over $100,000
Robert S. Salomon, Jr. None Over $100,000
Steven B. Swensrud None $50,001-$100,000
As of the date of this statement of additional information, none of
the Directors and officers of the Fund owned any outstanding shares of common
stock or Other AMPS of the Fund. As of the date of this statement of
additional information, none of the non-interested Directors of the Fund or
their immediate family members owned beneficially or of record any securities
in ML & Co.
Compensation of Directors
The Fund pays fees to each non-interested Director for service to the
Fund. Each non-interested Director receives an aggregate annual retainer of
$125,000 for his or her services to MLIM/FAM-advised funds, including the
Fund. The portion of the annual retainer allocated to each MLIM/FAM-advised
fund is determined quarterly based on the relative net assets of each fund. In
addition, each non-interested Director receives a fee per in-person Board
meeting attended and per in-person Audit Committee meeting attended. The
annual per meeting fees paid to each non-interested Director aggregate
$100,000 for all MLIM/FAM-advised funds for which that Director serves and are
allocated equally among those funds. Each Co-Chairman of the Audit Committee
receives an additional annual retainer in the amount of $50,000, which is paid
quarterly and allocated to each MLIM/FAM-advised fund for which such
Co-Chairman provides services based on the relative net assets of each such
fund.
The following table sets forth the compensation earned by the
non-interested Directors for the Fund's fiscal year ended October 31, 2004 and
the aggregate compensation paid to them from all registered MLIM/FAM-advised
funds for the calendar year ended December 31, 2004.
Aggregate
Pension or Compensation From
Retirement Benefits Fund and other
Compensation From Accrued as Part of MLIM/FAM-Advised
Name of Director Fund Fund Expense Funds***
----------------------------------------- -------------------- ---------------------- ---------------------
James H. Bodurtha* $2,171 None $250,000
Kenneth A. Froot** -0- None -0-
Joe Grills* 2,171 None $250.000
Herbert I London 2,105 None $225,000
Roberta Cooper Ramo 2,105 None $225,000
Robert S. Salomon, Jr. 2,105 None $225,000
Steven B. Swensrud 2,105 None $231,000
--------------------------
* Co-Chairman of the Audit Committee.
** Mr. Froot was elected as a Director of the Fund and certain other
MLIM/FAM-advised funds effective June 3, 2005.
27
*** For the number of MLIM/FAM-advised funds from which each Director received
compensation see table above under "--Biographical Information."
Pursuant to its investment advisory agreement with the Fund (the
"Investment Advisory Agreement"), the Investment Adviser pays all compensation
to all officers of the Fund and all Directors of the Fund who are affiliated
with ML & Co. or its subsidiaries.
INVESTMENT ADVISORY AND MANAGEMENT ARRANGEMENTS
The Investment Adviser, which is owned and controlled by ML & Co., a
financial services holding company and the parent of Merrill Lynch, provides
the Fund with investment advisory and administrative services. The Investment
Adviser acts as the investment adviser to more than 50 registered investment
companies and offers investment advisory services to individuals and
institutional accounts. As of [ ] 2005, the Investment Adviser and its
affiliates, including MLIM, had a total of approximately $[ ] billion in
investment company and other portfolio assets under management, including
approximately $[ ] billion in fixed income assets. This amount includes assets
managed by certain affiliates of the Investment Adviser. The Investment
Adviser is a limited partnership, the partners of which are ML & Co. and
Princeton Services. The principal business address of the Investment Adviser
is 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
The Investment Advisory Agreement provides that, subject to the
supervision of the Fund's Board of Directors, the Investment Adviser is
responsible for the actual management of the Fund's portfolio. The
responsibility for making decisions to buy, sell or hold a particular security
rests with the Investment Adviser, subject to review by the Board of
Directors.
The portfolio manager primarily responsible for the Fund's day-to-day
management is Michael A. Kalinoski. Mr. Kalinoski has been a Vice President of
MLIM since 1999 and has 12 years of experience investing in Municipal Bonds.
The Fund's portfolio manager will consider analyses from various sources, make
the necessary investment decisions, and place orders for transactions
accordingly.
For its services, the Fund pays the Investment Adviser a monthly fee
at the annual rate of 0.50% of the Fund's average weekly net assets ("average
weekly net assets" means the average weekly value of the total assets of the
Fund, including the proceeds from the issuance of preferred stock, minus the
sum of (i) accrued liabilities of the Fund, (ii) any accrued and unpaid
interest on outstanding borrowings and (iii) accumulated dividends on shares
of preferred stock). For purposes of this calculation, average weekly net
assets is determined at the end of each month on the basis of the average net
assets of the Fund for each week during the month. The assets for each weekly
period are determined by averaging the net assets at the last business day of
a week with the net assets at the last business day of the prior week. The
liquidation preference of any outstanding preferred stock (other than
accumulated dividends) is not considered a liability in determining the Fund's
average weekly net assets.
For the six months ended April 30, 2005 and the fiscal years ended
October 31, 2004, 2003, and 2002, the fees paid by the Fund to the Investment
Adviser pursuant to the Investment Advisory Agreement were $[ ], $478,804,
$[ ] and $[ ], respectively.
For the six months ended April 30, 2005 and the fiscal years ended
October 31, 2004, 2003 and 2002, the Investment Adviser reimbursed the Fund
$[ ], $10,106, $[ ] and $[ ], respectively.
The Investment Advisory Agreement obligates the Investment Adviser to
provide investment advisory services and to pay all compensation of and
furnish office space for officers and employees of the Fund connected with
investment and economic research, trading and investment management of the
Fund, as well as the compensation of all Directors of the Fund who are
affiliated persons of the Investment Adviser or any of its affiliates. The
Fund pays all other expenses incurred in the operation of the Fund, including,
among other things, expenses for legal and auditing services, taxes, costs of
preparing, printing and mailing proxies, listing fees, stock certificates and
stockholder reports, charges of the custodian and the transfer agent, dividend
disbursing agent and registrar, Commission fees, fees and expenses of
non-interested Directors, accounting and pricing costs, insurance, interest,
brokerage costs, litigation and other extraordinary or non-recurring expenses,
mailing and other expenses properly payable by the Fund. Certain accounting
services are provided to the Fund by State Street Bank and Trust Company
("State Street") pursuant to an agreement between State Street and the Fund.
The Fund will pay the costs
28
of these services. In addition, the Fund will reimburse the Investment Adviser
for certain additional accounting services.
The table below shows the amounts paid by the Fund to State Street
and to the Investment Adviser for accounting services for the periods
indicated:
Paid by the Fund
Paid by the Fund to to the Investment
Period: State Street Adviser
------- ------------------- -----------------
Six months ended April 30, 2005
Fiscal year ended October 31, 2004
Fiscal year ended October 31, 2003
Fiscal year ended October 31, 2002
Unless earlier terminated as described below, the Investment Advisory
Agreement will remain in effect from year to year if approved annually (a) by
the Board of Directors of the Fund or by a majority of the outstanding shares
of the Fund and (b) by a majority of the Directors who are not parties to such
contract or interested persons (as defined in the 1940 Act) of any such party.
Such contract is not assignable and may be terminated without penalty on 60
days' written notice at the option of either party thereto or by the vote of
the stockholders of the Fund. The Board of Directors most recently approved
the Investment Advisory Agreement at its meeting on August 12, 2004.
Approval of Investment Advisory Agreement
Every year, the Board of Directors considers approval of the Fund's
Investment Advisory Agreement and throughout each year, reviews and evaluates
the performance of and services provided by the Investment Adviser. The Board
assesses the nature, scope and quality of the services provided to the Fund by
the personnel of the Investment Adviser and its affiliates, including
administrative services, shareholder services, oversight of fund accounting,
marketing services and assistance in meeting legal and regulatory
requirements. The Board also receives and assesses information regarding the
services provided to the Fund by certain unaffiliated service providers.
At various times throughout the year, the Board also considers a
range of information in connection with its oversight of the services provided
by the Investment Adviser and its affiliates. Among the matters considered
are: (a) fees (in addition to management fees) paid to the Investment Adviser
and its affiliates by the Fund, including fees associated with the Fund's
auction market preferred stock; (b) Fund operating expenses paid to third
parties; (c) the resources devoted to and compliance reports relating to the
Fund's investment objective, policies and restrictions, and its compliance
with its Code of Ethics and the Investment Adviser's compliance policies and
procedures; and (d) the nature, cost and character of non-investment
management services provided by the Investment Adviser and its affiliates.
The Board believes that the Investment Adviser is one of the most
experienced global asset management firms and considers the overall quality of
services provided by the Investment Adviser to be excellent. The Board also
believes that the Investment Adviser is financially sound and well managed,
and notes that the Investment Adviser is affiliated with one of America's
largest financial firms. The Board believes that, for many of the Fund's
shareholders, the investment involved the selection of the Investment Adviser
as the investment adviser to the Fund. The Board works closely with the
Investment Adviser in overseeing the Investment Adviser's efforts to achieve
good performance. As part of this effort, the Board discusses portfolio
manager effectiveness and, when performance is not satisfactory, discusses
with the Investment Adviser taking steps such as changing investment
personnel.
In connection with the Board of Directors' consideration of the
Investment Advisory Agreement at its August 12, 2004 meeting, the Board
specifically requested and received from the Investment Adviser materials
specifically relating to the Fund's Investment Advisory Agreement. These
materials include (a) information compiled by Lipper Inc. ("Lipper") on the
fees and expenses and the investment performance of the Fund as compared to a
comparable group of funds as classified by Lipper; (b) information comparing
the Fund's market
29
price with its net asset value per share; (c) a discussion by the Fund's
portfolio management team of investment strategies used by the Fund during its
most recent fiscal year; and (d) information on the profitability to the
Investment Adviser and its affiliates of the Investment Advisory Agreement and
other relationships with the Fund. The Board also considered other matters it
deemed important to the approval process such as services related to the
valuation and pricing of Fund portfolio holdings, information relating to the
status of the Fund's managed dividend program, the Fund's portfolio turnover
statistics, and direct and indirect benefits to the Investment Adviser and its
affiliates from their relationship with the Fund.
The Board of Directors reviewed the nature, extent and quality of
services provided by the Investment Adviser, including the investment advisory
services and the resulting performance of the Fund. The Board focused
primarily on the Investment Adviser's investment advisory services and the
Fund's investment performance, having concluded that the other services
provided to the Fund by the Investment Adviser were satisfactory. The Board
compared Fund performance - both including and excluding the effects of the
Fund's fees and expenses - to the performance of a comparable group of funds,
and the performance of a relevant index or combination of indexes. While the
Board reviews performance data at least quarterly, consistent with the
Investment Adviser's investment goals, the Board attaches primary importance
to performance over relatively long periods of time, typically three to five
years. The Board noted that the Fund's performance within the group for all
closed-end state specific municipal bond funds compared for the one year
period ranked below the median and for the three year and five year periods
rated above the median and within the Arizona closed-end municipal bond funds
group ranked first for all periods. The Board concluded that the Fund benefits
from the advisory services of the Investment Adviser and the services provided
support the continuation of the management fee rate at the present level and
the renewal of the Investment Advisory Agreement.
The Board discussed with senior management of the Investment Adviser
responsible for investment operations and the senior management of the
Investment Adviser's tax-exempt fixed income investing group the strategies
being used to achieve the stated objectives. Among other things, the Board
considered the size, background and experience of the Investment Adviser's
investment staff, its use of technology, and the Investment Adviser's approach
to training and retaining portfolio managers and other research, advisory and
management personnel. The Board also reviewed the Investment Adviser's
compensation policies and practices with respect to the Fund's portfolio
manager. The Board also considered the experience of the Fund's portfolio
manager and noted that Mr. Kalinoski, the Fund's portfolio manager, has 12
years' experience investing in Municipal Bonds. The Board concluded that the
Investment Adviser and its investment staff and the Fund's portfolio manager
have extensive experience in analyzing and managing the types of investments
used by the Fund and that the Fund benefits from that expertise.
The Board reviewed the Fund's contractual management fee rate and
actual management fee rate as a percentage of total assets at common asset
levels - the actual rate includes advisory and administrative service fees and
the effects of any fee waivers - compared to the other funds in its Lipper
category. It also compared the Fund's total expenses to those of other,
comparable funds. The Board did not consider the services provided to and the
fees charged by the Investment Adviser to other types of clients with similar
investment mandates, because the Investment Adviser advised the Board that it
had no comparable investment mandates from its institutional clients. The
Board noted that the Fund's contractual and actual management fee rates and
its overall operating expenses were lower than the median of its comparable
funds classified by Lipper. The Board concluded that the Fund's management fee
and fee rate and overall expense ratio are reasonable compared to those of
other, comparable funds.
The Board of Directors considered the cost of the services provided
to the Fund by the Investment Adviser and the Investment Adviser's and its
affiliates' profits relating to the management of the Fund and the
MLIM/FAM-advised funds. As part of its analysis, the Board reviewed the
Investment Adviser's methodology in allocating its costs to the management of
the Fund and concluded that there was a reasonable basis for the allocation.
The Board believes the Investment Adviser's profits are reasonable in relation
to the nature and quality of services provided.
The Board considered whether there have been economies of scale in
respect of the management of the MLIM/FAM-advised funds, whether the
MLIM/FAM-advised funds (including the Fund) have appropriately benefited from
any economies of scale, and whether there is potential for realization of any
further economies of scale. The Board considered economies of scale to the
extent applicable to the Fund's closed end structure and determined that no
changes were currently necessary.
After the non-interested Directors deliberated in executive session,
the entire Board including all of the independent Directors, approved the
renewal of the existing Investment Advisory Agreement, concluding that the
30
advisory fee rate was reasonable in relation to the services provided and that
a contract renewal was in the best interests of the shareholders.
Portfolio Manager Information
The Fund is managed by Michael Kalinoski.
Other Funds and Accounts Managed by Portfolio Manager as of October 31, 2004
Number of Other Accounts Managed Number of Accounts and Assets for Which
and Assets by Account Type Advisory Fee is Performance-Based
--------------------------------------- -------------------------------------------
Other Other
Registered Pooled Registered Pooled
Name of Investment Adviser and Investment Investment Other Investment Investment Other
Portfolio Manager Companies Vehicles accounts Companies Vehicles accounts
------------------------------- ---------- ---------- -------- ----------- ----------- --------
Fund Asset Management L.P.
--------------------------
Michael A. Kalinoski
Fund Ownership
The following table sets forth the dollar range of equity securities
of the Fund beneficially owned by the portfolio manager(s) as of the date of
this prospectus.
Portfolio Manager Dollar Range
----------------------------------- --------------------
Michael A. Kalinoski
Portfolio Manager Compensation
Portfolio Manager Compensation
The Portfolio Manager Compensation Program of MLIM and its
affiliates, including the Investment Adviser, is critical to MLIM's ability to
attract and retain the most talented asset management professionals. This
program ensures that compensation is aligned with maximizing investment
returns and it provides a competitive pay opportunity for competitive
performance.
Compensation Program
The elements of total compensation for MLIM and its affiliates
portfolio managers are base salary, annual performance-based cash and stock
compensation (cash and stock bonus) and other benefits. MLIM has balanced
these components of pay to provide portfolio managers with a powerful
incentive to achieve consistently superior investment performance. By design,
portfolio manager compensation levels fluctuate -- both up and down -- with
the relative investment performance of the portfolios that they manage.
Base Salary
Under the MLIM approach, like that of many asset management firms,
base salaries represent a relatively small portion of a portfolio manager's
total compensation. This approach serves to enhance the motivational value of
the performance-based (and therefore variable) compensation elements of the
compensation program.
Performance-Based Compensation
MLIM believes that the best interests of investors are served by
recruiting and retaining exceptional asset management talent and managing
their compensation within a consistent and disciplined framework that
emphasizes pay for performance in the context of an intensely competitive
market for talent. To that end, MLIM and its affiliates portfolio manager
incentive compensation is derived based on portfolio managers' performance of
the products they manage, investment performance relative to appropriate
competitors or benchmarks over 1-, 3- and 5-year performance periods,
performance relative to peers, external market conditions and year over year
performance. In
31
addition, portfolio managers' compensation can be based on MLIM's investment
performance, financial results of MLIM, expense control, profit margins,
strategic planning and implementation, quality of client service, market
share, corporate reputation, capital allocation, compliance and risk control,
leadership, workforce diversity, technology and innovation. MLIM and its
affiliates also consider the extent to which individuals exemplify and foster
ML & Co.'s principles of client focus, respect for the individual, teamwork,
responsible citizenship and integrity. All factors are considered collectively
by MLIM management.
Cash Bonus
Performance-based compensation is distributed to portfolio managers
in a combination of cash and stock. Typically, the cash bonus, when combined
with base salary, represents more than 60% of total compensation for portfolio
managers.
Stock Bonus
A portion of the dollar value of the total annual performance-based
bonus is paid in restricted shares of ML & Co. stock. Paying a portion of
annual bonuses in stock puts compensation earned by a portfolio manager for a
given year "at risk" based on the company's ability to sustain and improve its
performance over future periods. The ultimate value of stock bonuses is
dependent on future ML & Co. stock price performance. As such, the stock bonus
aligns each portfolio manager's financial interests with those of the ML & Co.
shareholders and encourages a balance between short-term goals and long-term
strategic objectives. Management strongly believes that providing a
significant portion of competitive performance-based compensation in stock is
in the best interests of investors and shareholders. This approach ensures
that portfolio managers participate as shareholders in both the "downside
risk" and "upside opportunity" of the company's performance. Portfolio
managers therefore have a direct incentive to protect ML & Co.'s reputation
for integrity.
Other Benefits
Portfolio managers are also eligible to participate in broad-based
plans offered generally to employees of ML & Co. and its affiliates, including
broad-based retirement, 401(k), health, and other employee benefit plans.
Potential Material Conflicts of Interest
Real, potential or apparent conflicts of interest may arise when a
portfolio manager has day-to-day portfolio management responsibilities with
respect to more than one fund or account, including the following:
Certain investments may be appropriate for the Fund and also for
other clients advised by the Investment. Adviser and its affiliates, including
other client accounts managed by the Fund's portfolio management team.
Investment decisions for the Fund and other clients are made with a view to
achieving their respective investment objectives and after consideration of
such factors as their current holdings, availability of cash for investment
and the size of their investments generally. Frequently, a particular security
may be bought or sold for only one client or in different amounts and at
different times for more than one but less than all clients. Likewise, because
clients of the Investment Adviser and its affiliates may have differing
investment strategies, a particular security may be bought for one or more
clients when one or more other clients are selling the security. The
investment results for the Fund may differ from the results achieved by other
clients of the Investment Adviser and its affiliates and results among clients
may differ. In addition, purchases or sales of the same security may be made
for two or more clients on the same day. In such event, such transactions will
be allocated among the clients in a manner believed by the Investment Adviser
and its affiliates to be equitable to each. The Investment Adviser will not
determine allocations based on whether it receives a performance based fee
from the client. In some cases, the allocation procedure could have an adverse
effect on the price or amount of the securities purchased or sold by the Fund.
Purchase and sale orders for the Fund may be combined with those of other
clients of the Investment Adviser and its affiliates in the interest of
achieving the most favorable net results to the Fund.
To the extent that the Fund's portfolio management team has
responsibilities for managing accounts in addition to the Fund, a portfolio
manager will need to divide his time and attention among relevant accounts.
32
In some cases, a real, potential or apparent conflict may also arise
where (i) the Investment Adviser may have an incentive, such as a performance
based fee, in managing one account and not with respect to other accounts it
manages or (ii) where a member of the Fund's portfolio management team owns an
interest in one fund or account he or she manages and not another.
Code of Ethics
The Fund's Board of Directors approved a Code of Ethics under Rule
17j-1 of the 1940 Act that covers the Fund and the Investment Adviser. The
Code of Ethics establishes procedures for personal investing and restricts
certain transactions. Employees subject to the Code of Ethics may invest in
securities for their personal investment accounts, including securities that
may be purchased or held by the Fund.
Proxy Voting Policies and Procedures
The Fund's Board of Directors has delegated to the Investment Adviser
authority to vote all proxies relating to the Fund's portfolio securities. The
Investment Adviser has adopted policies and procedures ("Proxy Voting
Procedures") with respect to the voting of proxies related to the portfolio
securities held in the account of one or more of its clients, including the
Fund. Pursuant to these Proxy Voting Procedures, the Investment Adviser's
primary objective when voting proxies is to make proxy voting decisions solely
in the best interests of the Fund and its stockholders, and to act in a manner
that the Investment Adviser believes is most likely to enhance the economic
value of the securities held by the Fund. The Proxy Voting Procedures are
designed to ensure that the Investment Adviser considers the interests of its
clients, including the Fund, and not the interests of the Investment Adviser,
when voting proxies and that real (or perceived) material conflicts that may
arise between the Investment Adviser's interest and those of the Investment
Adviser's clients are properly addressed and resolved.
In order to implement the Proxy Voting Procedures, the Investment
Adviser has formed a Proxy Voting Committee (the "Proxy Committee"). The Proxy
Committee is comprised of the Investment Adviser's Chief Investment Officer
(the "CIO"), one or more other senior investment professionals appointed by
the CIO, portfolio managers and investment analysts appointed by the CIO and
any other personnel the CIO deems appropriate. The Proxy Committee will also
include two non-voting representatives from the Investment Adviser's Legal
department appointed by the Investment Adviser's General Counsel. The Proxy
Committee's membership shall be limited to fulltime employees of the
Investment Adviser. No person with any investment banking, trading, retail
brokerage or research responsibilities for the Investment Adviser's affiliates
may serve as a member of the Proxy Committee or participate in its decision
making (except to the extent such person is asked by the Proxy Committee to
present information to the Proxy Committee, on the same basis as other
interested knowledgeable parties not affiliated with the Investment Adviser
might be asked to do so). The Proxy Committee determines how to vote the
proxies of all clients, including the Fund, that have delegated proxy voting
authority to the Investment Adviser and seeks to ensure that all votes are
consistent with the best interests of those clients and are free from
unwarranted and inappropriate influences. The Proxy Committee establishes
general proxy voting policies for the Investment Adviser and is responsible
for determining how those policies are applied to specific proxy votes, in
light of each issuer's unique structure, management, strategic options and, in
certain circumstances, probable economic and other anticipated consequences of
alternate actions. In so doing, the Proxy Committee may determine to vote a
particular proxy in a manner contrary to its generally stated policies. In
addition, the Proxy Committee will be responsible for ensuring that all
reporting and recordkeeping requirements related to proxy voting are
fulfilled.
The Proxy Committee may determine that the subject matter of a
recurring proxy issue is not suitable for general voting policies and requires
a case-by-case determination. In such cases, the Proxy Committee may elect not
to adopt a specific voting policy applicable to that issue. The Investment
Adviser believes that certain proxy voting issues require investment
analysis--such as approval of mergers and other significant corporate
transactions--akin to investment decisions, and are, therefore, not suitable
for general guidelines. The Proxy Committee may elect to adopt a common
position for the Investment Adviser on certain proxy votes that are akin to
investment decisions, or determine to permit the portfolio manager to make
individual decisions on how best to maximize economic value for the Fund
(similar to normal buy/sell investment decisions made by such portfolio
managers). While it is expected that the Investment Adviser will generally
seek to vote proxies over which the Investment Adviser exercises voting
authority in a uniform manner for all the Investment Adviser's clients, the
Proxy Committee, in conjunction with the
33
Fund's portfolio manager, may determine that the Fund's specific circumstances
require that its proxies be voted differently.
To assist the Investment Adviser in voting proxies, the Proxy
Committee has retained Institutional Shareholder Services ("ISS"). ISS is an
independent adviser that specializes in providing a variety of fiduciary-level
proxy-related services to institutional investment managers, plan sponsors,
custodians, consultants, and other institutional investors. The services
provided to the Investment Adviser by ISS include in-depth research, voting
recommendations (although the Investment Adviser is not obligated to follow
such recommendations), vote execution, and recordkeeping. ISS will also assist
the Fund in fulfilling its reporting and recordkeeping obligations under the
1940 Act.
The Investment Adviser's Proxy Voting Procedures also address special
circumstances that can arise in connection with proxy voting. For instance,
under the Proxy Voting Procedures, the Investment Adviser generally will not
seek to vote proxies related to portfolio securities that are on loan,
although it may do so under certain circumstances. In addition, the Investment
Adviser will vote proxies related to securities of foreign issuers only on a
best efforts basis and may elect not to vote at all in certain countries where
the Proxy Committee determines that the costs associated with voting generally
outweigh the benefits. The Proxy Committee may at any time override these
general policies if it determines that such action is in the best interests of
the Fund.
From time to time, the Investment Adviser may be required to vote
proxies in respect of an issuer where an affiliate of the Investment Adviser
(each, an "Affiliate"), or a money management or other client of the
Investment Adviser (each, a "Client") is involved. The Proxy Voting Procedures
and the Investment Adviser's adherence to those procedures are designed to
address such conflicts of interest. The Proxy Committee intends to strictly
adhere to the Proxy Voting Procedures in all proxy matters, including matters
involving Affiliates and Clients. If, however, an issue representing a
non-routine matter that is material to an Affiliate or a widely known Client
is involved such that the Proxy Committee does not reasonably believe it is
able to follow its guidelines (or if the particular proxy matter is not
addressed by the guidelines) and vote impartially, the Proxy Committee may, in
its discretion for the purposes of ensuring that an independent determination
is reached, retain an independent fiduciary to advise the Proxy Committee on
how to vote or to cast votes on behalf of the Investment Adviser's clients.
In the event that the Proxy Committee determines not to retain an
independent fiduciary, or it does not follow the advice of such an independent
fiduciary, the powers of the Proxy Committee shall pass to a subcommittee,
appointed by the CIO (with advice from the Secretary of the Proxy Committee),
consisting solely of Proxy Committee members selected by the CIO. The CIO
shall appoint to the subcommittee, where appropriate, only persons whose job
responsibilities do not include contact with the Client and whose job
evaluations would not be affected by the Investment Adviser's relationship
with the Client (or failure to retain such relationship). The subcommittee
shall determine whether and how to vote all proxies on behalf of the
Investment Adviser's clients or, if the proxy matter is, in their judgment,
akin to an investment decision, to defer to the applicable portfolio managers,
provided that, if the subcommittee determines to alter the Investment
Adviser's normal voting guidelines or, on matters where the Investment
Adviser's policy is case-by-case, does not follow the voting recommendation of
any proxy voting service or other independent fiduciary that may be retained
to provide research or advice to the Investment Adviser on that matter, no
proxies relating to the Client may be voted unless the Secretary, or in the
Secretary's absence, the Assistant Secretary of the Proxy Committee concurs
that the subcommittee's determination is consistent with the Investment
Adviser's fiduciary duties.
In addition to the general principles outlined above, the Investment
Adviser has adopted voting guidelines with respect to certain recurring proxy
issues that are not expected to involve unusual circumstances. These policies
are guidelines only, and the Investment Adviser may elect to vote differently
from the recommendation set forth in a voting guideline if the Proxy Committee
determines that it is in the Fund's best interest to do so. In addition, the
guidelines may be reviewed at any time upon the request of a Proxy Committee
member and may be amended or deleted upon the vote of a majority of Proxy
Committee members present at a Proxy Committee meeting at which there is a
quorum.
The Investment Adviser has adopted specific voting guidelines with
respect to the following proxy issues:
o Proposals related to the composition of the Board of Directors
of issuers other than investment companies. As a general
matter, the Proxy Committee believes that a company's Board of
Directors
34
(rather than stockholders) is most likely to have access to
important, nonpublic information regarding a company's
business and prospects, and is therefore best-positioned
to set corporate policy and oversee management. The Proxy
Committee, therefore, believes that the foundation of
good corporate governance is the election of qualified,
independent corporate directors who are likely to diligently
represent the interests of stockholders and oversee management
of the corporation in a manner that will seek to maximize
stockholder value over time. In individual cases, the Proxy
Committee may look at a nominee's history of representing
stockholder interests as a director of other companies or other
factors, to the extent the Proxy Committee deems relevant.
o Proposals related to the selection of an issuer's independent
auditors. As a general matter, the Proxy Committee believes
that corporate auditors have a responsibility to represent the
interests of stockholders and provide an independent view on
the propriety of financial reporting decisions of corporate
management. While the Proxy Committee will generally defer to a
corporation's choice of auditor, in individual cases, the Proxy
Committee may look at an auditors' history of representing
stockholder interests as auditor of other companies, to the
extent the Proxy Committee deems relevant.
o Proposals related to management compensation and employee
benefits. As a general matter, the Proxy Committee favors
disclosure of an issuer's compensation and benefit policies and
opposes excessive compensation, but believes that compensation
matters are normally best determined by an issuer's board of
directors, rather than stockholders. Proposals to
"micro-manage" an issuer's compensation practices or to set
arbitrary restrictions on compensation or benefits will,
therefore, generally not be supported.
o Proposals related to requests, principally from management, for
approval of amendments that would alter an issuer's capital
structure. As a general matter, the Proxy Committee will
support requests that enhance the rights of common stockholders
and oppose requests that appear to be unreasonably dilutive.
o Proposals related to requests for approval of amendments to an
issuer's charter or by-laws. As a general matter, the Proxy
Committee opposes poison pill provisions.
o Routine proposals related to requests regarding the formalities
of corporate meetings.
o Proposals related to proxy issues associated solely with
holdings of investment company shares. As with other types of
companies, the Proxy Committee believes that a fund's Board of
Directors (rather than its stockholders) is best-positioned to
set fund policy and oversee management. However, the Proxy
Committee opposes granting Boards of Directors authority over
certain matters, such as changes to a fund's investment
objective, that the Investment Company Act envisions will be
approved directly by stockholders.
o Proposals related to limiting corporate conduct in some manner
that relates to the stockholder's environmental or social
concerns. The Proxy Committee generally believes that annual
stockholder meetings are inappropriate forums for discussion of
larger social issues, and opposes stockholder resolutions
"micro-managing" corporate conduct or requesting release of
information that would not help a stockholder evaluate an
investment in the corporation as an economic matter. While the
Proxy Committee is generally supportive of proposals to require
corporate disclosure of matters that seem relevant and material
to the economic interests of stockholders, the Proxy Committee
is generally not supportive of proposals to require disclosure
of corporate matters for other purposes.
Information about how the Fund voted proxies relating to securities
held by the Fund's portfolio during the most recent 12 month period ended June
30 is available without charge (i) at www.mutualfunds.ml.com, and (ii) the
Commission's website at www.sec.gov.
PORTFOLIO TRANSACTIONS
Subject to policies established by the Board of Directors, the
Investment Adviser is primarily responsible for the execution of the Fund's
portfolio transactions and the allocation of brokerage. The Fund has no
obligation to
35
deal with any dealer or group of dealers in the execution of transactions in
portfolio securities of the Fund. Where possible, the Fund deals directly with
the dealers who make a market in the securities involved except in those
circumstances where better prices and execution are available elsewhere. It is
the policy of the Fund to obtain the best results in conducting portfolio
transactions for the Fund, taking into account such factors as price
(including the applicable dealer spread or commission), the size, type and
difficulty of the transaction involved, the firm's general execution and
operations facilities and the firm's risk in positioning the securities
involved. The cost of portfolio securities transactions of the Fund primarily
consists of dealer or underwriter spreads and brokerage commissions. While
reasonable competitive spreads or commissions are sought, the Fund will not
necessarily be paying the lowest spread or commission available on any
particular transaction.
Subject to obtaining the best net results, dealers who provide
supplemental investment research (such as quantitative and modeling
information assessments and statistical data and provide other similar
services) to the Investment Adviser may receive orders for transactions by the
Fund. Information so received will be in addition to and not in lieu of the
services required to be performed by the Investment Adviser under the
Investment Advisory Agreement and the expense of the Investment Adviser will
not necessarily be reduced as a result of the receipt of such supplemental
information. Supplemental investment research obtained from such dealers might
be used by the Investment Adviser in servicing all of its accounts and such
research might not be used by the Investment Adviser in connection with the
Fund.
The Fund invests in securities traded in the over-the-counter
markets, and the Fund intends to deal directly with dealers who make markets
in the securities involved, except in those circumstances where better
execution is available elsewhere. Under the 1940 Act, except as permitted by
exemptive order, persons affiliated with the Fund, including Merrill Lynch,
are prohibited from dealing with the Fund as principal in the purchase and
sale of securities. Since transactions in the over-the-counter market usually
involve transactions with dealers acting as principals for their own accounts,
the Fund does not deal with Merrill Lynch and its affiliates in connection
with such principal transactions except that, pursuant to exemptive orders
obtained by the Investment Adviser, the Fund may engage in principal
transactions with Merrill Lynch in high quality, short term, tax exempt
securities. See "Investment Restrictions." However, affiliated persons of the
Fund, including Merrill Lynch, may serve as its brokers in certain
over-the-counter transactions conducted on an agency basis. In addition, the
Fund has received an exemptive order, under which it may purchase investment
grade Municipal Bonds through group orders from an underwriting syndicate of
which Merrill Lynch is a member subject to conditions set forth in such order
(the "Group Order Exemptive Order"). A group order is an order for securities
held in an underwriting syndicate for the account of all members of the
syndicate, and in proportion to their respective participation in the
syndicate.
The Fund also may purchase tax exempt debt instruments in
individually negotiated transactions with the issuers. Because an active
trading market may not exist for such securities, the prices that the Fund may
pay for these securities or receive on their resale may be lower than that for
similar securities with a more liquid market.
Certain court decisions have raised questions as to the extent to
which investment companies should seek exemptions under the 1940 Act in order
to seek to recapture underwriting and dealer spreads from affiliated entities.
The Fund's Board of Directors has considered all factors deemed relevant and
has made a determination not to seek such recapture at this time. The Fund's
Board of Directors will reconsider this matter from time to time.
Securities held by the Fund may also be held by, or be appropriate
investments for, other funds or investment advisory clients for which the
Investment Adviser or its affiliates act as an adviser. Because of different
investment objectives or other factors, a particular security may be bought
for an advisory client when other clients are selling the same security. If
purchases or sales of securities by the Investment Adviser for the Fund or
other funds for which it acts as investment adviser or for other advisory
clients arise for consideration at or about the same time, transactions in
such securities will be made, insofar as feasible, for the respective funds
and clients in a manner deemed equitable to all. Transactions effected by the
Investment Adviser (or its affiliates) on behalf of more than one of its
clients during the same period may increase the demand for securities being
purchased or the supply of securities being sold, causing an adverse effect on
price.
Section 11(a) of the Securities Exchange Act of 1934 generally
prohibits members of the U.S. national securities exchanges from executing
exchange transactions for their affiliates and institutional accounts that
they manage unless the member (i) has obtained prior express authorization
from the account to effect such transactions, (ii) at least annually furnishes
the account with a statement setting forth the aggregate compensation received
by the
36
member in effecting such transactions, and (iii) complies with any rules the
Commission has prescribed with respect to the requirements of clauses (i) and
(ii). To the extent Section 11(a) would apply to Merrill Lynch acting as a
broker for the Fund in any of its portfolio transactions executed on any such
securities exchange of which it is a member, appropriate consents have been
obtained from the Fund and annual statements as to aggregate compensation will
be provided to the Fund.
Portfolio Turnover
Generally, the Fund does not purchase securities for short term
trading profits. However, the Fund may dispose of securities without regard to
the time they have been held when such actions, for defensive or other
reasons, appear advisable to the Investment Adviser. While it is not possible
to predict turnover rates with any certainty, at present it is anticipated
that the Fund's annual portfolio turnover rate, under normal circumstances,
should be less than 100%. (The portfolio turnover rate is calculated by
dividing the lesser of purchases or sales of portfolio securities for the
particular fiscal year by the monthly average of the value of the portfolio
securities owned by the Fund during the particular fiscal year. For purposes
of determining this rate, all securities whose maturities at the time of
acquisition are one year or less are excluded.) A high portfolio turnover rate
results in greater transaction costs, which are borne directly by the Fund and
may have certain tax consequences for stockholders.
For the six months ended April 30, 2005 and the fiscal years ended
October 31, 2004 and 2003, the Fund's portfolio turnover rates were ___%,
23.69% and 26.99%, respectively.
TAXES
The Fund has elected to qualify for the special tax treatment
afforded regulated investment companies ("RICs") under the Internal Revenue
Code of 1986, as amended (the "Code"). As long as it so qualifies, in any
taxable year in which it distributes at least 90% of its taxable net income
and 90% of its tax exempt net income (see below), the Fund (but not its
stockholders) will not be subject to Federal income tax to the extent that it
distributes its net investment income and net realized capital gains. The Fund
intends to distribute substantially all of such income. If, in any taxable
year, the Fund fails to qualify as a RIC under the Code, it would be taxed in
the same manner as an ordinary corporation and all distributions from earnings
and profits (as determined under U.S. Federal income tax principles) to its
stockholders would be taxable as ordinary dividend income eligible for the
maximum 15% tax rate for non-corporate shareholders and the dividends-received
deduction for corporate shareholders. However, the Fund's distributions
derived from income on tax exempt obligations, as defined herein, would no
longer qualify for treatment as exempt interest.
The Code requires a RIC to pay a nondeductible 4% excise tax to the
extent the RIC does not distribute, during each calendar year, 98% of its
ordinary income, determined on a calendar year basis, and 98% of its capital
gains, determined, in general, on an October 31 year-end, plus certain
undistributed amounts from previous years. The required distributions,
however, are based only on the taxable income of a RIC. The excise tax,
therefore, generally will not apply to the tax exempt income of a RIC, such as
the Fund, that pays exempt-interest dividends.
The Internal Revenue Service (the "IRS"), in a revenue ruling, held
that certain auction rate preferred stock would be treated as stock for
Federal income tax purposes. The terms of the AMPS are substantially similar,
but not identical, to the auction rate preferred stock discussed in the
revenue ruling, and in the opinion of Sidley Austin Brown & Wood LLP, counsel
to the Fund, the shares of AMPS will constitute stock of the Fund and
distributions with respect to shares of AMPS (other than distributions in
redemption of shares of AMPS subject to Section 302(b) of the Code) will
constitute dividends to the extent of the Fund's current and accumulated
earnings and profits as calculated for Federal income tax purposes.
Nevertheless, it is possible that the IRS might take a contrary position,
asserting, for example, that the shares of AMPS constitute debt of the Fund.
If this position were upheld, the discussion of the treatment of distributions
below would not apply. Instead, distributions by the Fund to holders of shares
of AMPS would constitute taxable interest income, whether or not they exceeded
the earnings and profits of the Fund, would be included in full in the income
of the recipient and would be taxed as ordinary income. Counsel believes that
such a position, if asserted by the IRS, would be unlikely to prevail.
The Fund will only purchase a Municipal Bond or Non-Municipal
Tax-Exempt Security if it is accompanied by an opinion of counsel to the
issuer, which is delivered on the date of issuance of the security, that the
interest paid on such security is excludable from gross income for Federal
income tax purposes (i.e., "tax-
37
exempt") and is exempt from Arizona income taxes. The Fund intends to qualify
to pay "exempt-interest dividends" as defined in Section 852(b)(5) of the
Code. Under such section if, at the close of each quarter of its taxable year,
at least 50% of the value of its total assets consists of obligations that pay
interest which is excludable from gross income for Federal income tax purposes
("tax exempt obligations") under Section 103(a) of the Code (relating
generally to obligations of a state or local governmental unit), the Fund
shall be qualified to pay exempt-interest dividends to its stockholders.
Exempt-interest dividends are dividends or any part thereof paid by the Fund
that are attributable to interest on tax exempt obligations and designated by
the Fund as exempt-interest dividends in a written notice mailed to the Fund's
stockholders within 60 days after the close of its taxable year. To the extent
that the dividends distributed to the Fund's stockholders are derived from
interest income exempt from tax under Code Section 103(a) and are properly
designated as exempt-interest dividends, they will be excludable from a
stockholder's gross income for Federal tax purposes. Exempt-interest dividends
are included, however, in determining the portion, if any, of a person's
social security and railroad retirement benefits subject to Federal income
taxes. Each stockholder is advised to consult a tax adviser with respect to
whether exempt-interest dividends retain the exclusion under Code Section
103(a) if such stockholder would be treated as a "substantial user" or
"related person" under Code Section 147(a) with respect to property financed
with the proceeds of an issue of "industrial development bonds" or "private
activity bonds," if any, held by the Fund.
To the extent that the dividends distributed by the Fund are from
Arizona Municipal Bond interest income, they are exempt from Federal income
tax but may be subject to state or local income taxes. Certain investors may
be subject to a Federal alternative minimum tax on dividends received from the
Fund. Interest income from other investments may produce taxable dividends.
The Fund may be subject to the Arizona minimum corporate income tax. If you
are subject to income tax in a state other than Arizona, the dividends derived
from Arizona Municipal Bonds may be subject to income tax in that state.
The State of Arizona is not authorized to issue general obligation
bonds.
To the extent that the Fund's distributions are derived from interest
on its taxable investments or from an excess of net short-term capital gains
over net long-term capital losses ("ordinary income dividends"), such
distributions generally are considered ordinary income for Federal income tax
purposes. Distributions by the Fund, whether from exempt-interest income,
ordinary income or capital gains, are not eligible for the dividends received
deduction allowed to corporations under the Code or the reduced tax rates
available to non-corporate shareholders. Distributions, if any, from an excess
of net long-term capital gains over net short-term capital losses derived from
the sale of securities or from certain transactions in futures, or options and
swaps ("capital gain dividends") are taxable as long-term capital gains for
Federal income tax purposes, regardless of the length of time the stockholder
has owned Fund shares. Generally not later than 60 days after the close of its
taxable year, the Fund will provide its stockholders with a written notice
designating the amounts of any exempt-interest dividends and capital gain
dividends. If the Fund pays a dividend in January which was declared in the
previous October, November or December to stockholders of record on a
specified date in one of such months, then such dividend will be treated for
tax purposes as being paid by the Fund and received by its stockholders on
December 31 of the year in which such dividend was declared.
All or a portion of the Fund's gain from the sale or redemption of
tax exempt obligations purchased at a market discount will be treated for
Federal income tax purposes as ordinary income rather than capital gain. This
rule may increase the amount of ordinary income dividends received by
stockholders. Distributions in excess of the Fund's earnings and profits will
first reduce the adjusted tax basis of a holder's shares and, after such
adjusted tax basis is reduced to zero, will constitute capital gains to such
holder (assuming the shares are held as a capital asset). The sale or exchange
of AMPS could result in capital gain or loss to holders of AMPS who hold their
shares as capital assets. Generally, a stockholder's gain or loss will be
long-term capital gain or loss if the shares have been held for more than one
year. Any loss upon the sale or exchange of Fund shares held for six months or
less will be disallowed to the extent of any exempt-interest dividends
received by the stockholder. In addition, any such loss that is not disallowed
under the rule stated above will be treated as long-term capital loss to the
extent of any capital gain dividends received by the stockholder.
If you borrow money to buy the Fund's AMPS, you may not be permitted
to deduct the interest on that loan. Under Federal income tax rules, the
Fund's AMPS may be treated as having been bought with borrowed money even if
the purchase cannot be traced directly to borrowed money. Stockholders should
consult their own tax
38
advisers regarding the impact of an investment in AMPS upon the deductibility
of interest payable by the stockholder.
The IRS has taken the position in a revenue ruling that if a RIC has
two or more classes of shares, it may designate distributions made to each
class in any year as consisting of no more than such class's proportionate
share of particular types of income, including exempt-interest income and net
long-term capital gains. A class's proportionate share of a particular type of
income is determined according to the percentage of total dividends paid by
the RIC during such year that was paid to such class. Thus, the Fund is
required to allocate a portion of its net capital gain and other taxable
income to the shares of AMPS and Other AMPS of each series. Accordingly, the
Fund intends to designate dividends paid to the Series C AMPS and Other AMPS
as tax exempt interest, capital gains or other taxable income, as applicable,
in proportion to each series' share of total dividends paid during the year.
The Fund may notify the Auction Agent of the amount of any net capital gain
and other taxable income to be included in any dividend on shares of AMPS
prior to the Auction establishing the Applicable Rate for such dividend. The
Fund also may include such income in a dividend on shares of AMPS without
giving advance notice thereof if it increases the dividend by an additional
amount calculated as if such income were a Retroactive Taxable Allocation and
the additional amount were an Additional Dividend, provided that the Fund will
notify the Auction Agent of the additional amounts to be included in such
dividend prior to the applicable Dividend Payment Date. See "The
Auction--Auction Procedures--Auction Date; Advance Notice of Allocation of
Taxable Income; Inclusion of Taxable Income in Dividends" in the prospectus.
Except for the portion of any dividend that it informs the Auction Agent will
be treated as capital gains or other taxable income, the Fund anticipates that
the dividends paid on the shares of AMPS will constitute exempt-interest
dividends. The amount of net capital gain and ordinary income allocable to
shares of AMPS (the "taxable distribution") will depend upon the amount of
such gains and income realized by the Fund and the total dividends paid by the
Fund on shares of common stock and shares of the AMPS during a taxable year,
but the taxable distribution generally is not expected to be significant.
If the Fund makes a Retroactive Taxable Allocation, it will pay
Additional Dividends to holders of AMPS who are subject to the Retroactive
Taxable Allocation. See "Description of AMPS--Dividends--Additional Dividends"
in the prospectus. The Federal income tax consequences of Additional Dividends
under existing law are uncertain. The Fund intends to treat a holder as
receiving a dividend distribution in the amount of any Additional Dividend
only as and when such Additional Dividend is paid. An Additional Dividend
generally will be designated by the Fund as an exempt-interest dividend except
as otherwise required by applicable law. However, the IRS may assert that all
or part of an Additional Dividend is a taxable dividend either in the taxable
year for which the Retroactive Taxable Allocation is made or in the taxable
year in which the Additional Dividend is paid.
In the opinion of Sidley Austin Brown & Wood LLP, counsel to the
Fund, under current law the manner in which the Fund intends to allocate items
of tax exempt income, net capital gain and other taxable income among shares
of common stock and shares of AMPS will be respected for Federal income tax
purposes. However, the tax treatment of Additional Dividends may affect the
Fund's calculation of each class's allocable share of capital gains and other
taxable income. In addition, there is currently no direct guidance from the
IRS or other sources specifically addressing whether the Fund's method for
allocating tax exempt income, net capital gain and other taxable income, if
any, among shares of common stock and shares of AMPS will be respected for
Federal income tax purposes, and it is possible that the IRS could disagree
with counsel's opinion and attempt to reallocate the Fund's net capital gain
or other taxable income. In the event of a reallocation, some of the dividends
identified by the Fund as exempt-interest dividends to holders of shares of
AMPS may be recharacterized as additional capital gains or other taxable
income. In the event of such recharacterization, the Fund would not be
required to make payments to such stockholders to offset the tax effect of
such reallocation. In addition, a reallocation may cause the Fund to be liable
for income tax and excise tax on any reallocated taxable income. Sidley Austin
Brown & Wood LLP has advised the Fund that, in its opinion, if the IRS were to
challenge in court the Fund's allocations of income and gain, the IRS would be
unlikely to prevail. A holder should be aware, however, that the opinion of
Sidley Austin Brown & Wood LLP represents only its best legal judgment and is
not binding on the IRS or the courts.
The Code subjects interest received on certain otherwise tax exempt
securities to a Federal alternative minimum tax. The Federal alternative
minimum tax applies to interest received on PABs issued after August 7, 1986.
PABs are bonds that, although tax exempt, are used for purposes other than
those performed by governmental units and that benefit non-governmental
entities (e.g., bonds used for industrial development or housing purposes).
Income received on such bonds is classified as an item of "tax preference,"
which could subject certain investors in
39
such bonds, including stockholders of the Fund, to an increased Federal
alternative minimum tax. The Fund intends to purchase such PABs and will
report to stockholders at the close of the calendar year-end the portion of
its dividends declared during the year which constitutes an item of tax
preference for Federal alternative minimum tax purposes. The Code further
provides that corporations are subject to a Federal alternative minimum tax
based, in part, on certain differences between taxable income as adjusted for
other tax preferences and the corporation's "adjusted current earnings," which
more closely reflect a corporation's economic income. Because an
exempt-interest dividend paid by the Fund will be included in adjusted current
earnings, a corporate stockholder may be required to pay a Federal alternative
minimum tax on exempt-interest dividends paid by the Fund.
The Fund may invest in instruments the return on which includes
nontraditional features such as indexed principal or interest payments
("nontraditional instruments"). These instruments may be subject to special
tax rules under which the Fund may be required to accrue and distribute income
before amounts due under the obligations are paid. In addition, it is possible
that all or a portion of the interest payments on such nontraditional
instruments could be recharacterized as taxable ordinary income.
The Fund may engage in interest rate and credit default swaps. The
Federal income tax rules governing the taxation of swaps are not entirely
clear and may require the Fund to treat payments received under such
arrangements as ordinary income and to amortize payments under certain
circumstances. Because payments received by the Fund in connection with swap
transactions will be taxable rather than tax exempt, they may result in
increased taxable distributions to stockholders.
Certain transactions entered into by the Fund are subject to complex
Federal income tax provisions that may, among other things, (a) affect the
character of gains and losses realized, (b) disallow, suspend or otherwise
limit the allowance of certain losses or deductions, and (c) accelerate the
recognition of income. Operation of these tax rules could, therefore, affect
the character, amount and timing of distributions and result in increased
taxable distributions to stockholders. Special tax rules also will require the
Fund to mark-to-market certain types of positions in its portfolio (i.e.,
treat them as sold on the last day of the taxable year), and may result in the
recognition of income without a corresponding receipt of cash. The Fund
intends to monitor its transactions, make appropriate tax elections and make
appropriate entries in its books and records to lessen the effect of these tax
rules and avoid any possible disqualification for the special treatment
afforded RICs under the Code.
The Fund's ability to distribute dividends exempt from Federal income
tax depends on the exclusion from gross income of the interest income that it
receives on the securities in which it invests. The Fund will only purchase
Municipal Bonds if they are accompanied by an opinion of counsel to the
issuer, which is delivered on the date of issuance of that security, that
interest on such securities is excludable from gross income for Federal income
tax and exempt from Arizona personal income tax, if applicable (the "tax
exemption opinion").
Events occurring after the date of issuance of the Municipal Bonds
and Non-Municipal Tax Exempt Securities in which the Fund invests, however,
may cause the interest on such securities to be includable in gross income for
Federal income tax purposes. For example, the Code establishes certain
requirements, such as restrictions as to the investment of the proceeds of the
issue, limitations as to the use of proceeds of such issue and the property
financed by such proceeds, and the payment of certain excess earnings to the
Federal government, that must be met after the issuance of securities for
interest on such securities to remain excludable from gross income for Federal
income tax purposes. The issuers and the conduit borrowers of the Municipal
Bonds or Non-Municipal Tax Exempt Securities generally covenant to comply with
such requirements, and the tax exemption opinion generally assumes continuing
compliance with such requirements. Failure to comply with these continuing
requirements, however, may cause the interest on such securities to be
includable in gross income for Federal income tax purposes retroactive to
their date of issue.
In addition, the IRS has an ongoing enforcement program that involves
the audit of tax exempt bonds to determine whether an issue of bonds satisfies
all of the requirements that must be met for interest on such bonds to be
excludable from gross income for Federal income tax purposes. From time to
time, some of the securities held by the Fund may be the subject of such an
audit by the IRS, and the IRS may determine that the interest on such
securities is includable in gross income for Federal income tax purposes,
either because the IRS has taken a legal position adverse to the conclusion
reached by counsel to the issuer in the tax exemption opinion or as a result
of an action taken or not taken after the date of issue of such obligation. If
a Municipal Bond or Non-Municipal Tax Exempt Security in which the Fund
invests is determined to pay taxable interest subsequent to the Fund's
acquisition
40
of such security, the IRS may demand that the Fund pay Federal income taxes on
the affected interest income. If the Fund agrees to do so, the Fund's yield on
its common stock could be adversely affected. A determination that interest on
a security held by the Fund is includable in gross income for Federal income
tax purposes retroactively to its date of issue may, likewise, cause a portion
of prior distributions received by stockholders, including holders of AMPS, to
be taxable to those stockholders in the year of receipt. The Fund will not pay
an Additional Dividend to a holder of AMPS under these circumstances.
If at any time when shares of AMPS are outstanding the Fund does not
meet the asset coverage requirements of the 1940 Act, the Fund will be
required to suspend distributions to holders of common stock until the asset
coverage is restored. See "Description of AMPS--Dividends--Restrictions on
Dividends and Other Payments" and in the prospectus. This may prevent the Fund
from distributing at least 90% of its net income, and may, therefore,
jeopardize the Fund's qualification for taxation as a RIC. If the Fund were to
fail to qualify as a RIC, some or all of the distributions paid by the Fund
would be fully taxable for Federal income tax purposes. Upon any failure to
meet the asset coverage requirements of the 1940 Act, the Fund, in its sole
discretion, may, and under certain circumstances will be required to, redeem
shares of AMPS in order to maintain or restore the requisite asset coverage
and avoid the adverse consequences to the Fund and its stockholders of failing
to qualify as a RIC. See "Description of AMPS--Redemption" herein and in the
prospectus. There can be no assurance, however, that any such action would
achieve such objectives.
As noted above, the Fund must distribute annually at least 90% of its
net taxable and tax exempt interest income. A distribution will only be
counted for this purpose if it qualifies for the dividends paid deduction
under the Code. Additional preferred stock that the Fund has authority to
issue may raise an issue as to whether distributions on such preferred stock
are "preferential" under the Code and therefore not eligible for the dividends
paid deduction. The Fund intends to issue preferred stock that counsel advises
will not result in the payment of a preferential dividend. If the Fund
ultimately relies on a legal opinion with regard to such preferred stock,
there is no assurance that the IRS would agree that dividends on the preferred
stock are not preferential. If the IRS successfully disallowed the dividends
paid deduction for dividends on the preferred stock, the Fund could lose the
benefit of the special treatment afforded RICs under the Code. In this case,
dividends paid by the Fund would not be exempt from Federal income taxes.
Additionally, the Fund would be subject to Federal income tax, including the
alternative minimum tax.
Under certain Code provisions, some stockholders may be subject to a
withholding tax on ordinary income dividends, capital gain dividends and
redemption payments ("backup withholding"). Backup withholding may also be
required on distributions paid by the Fund, unless it reasonably estimates
that at least 95% of its distributions during the taxable year are comprised
of exempt interest dividends. Generally, stockholders subject to backup
withholding will be those for whom no certified taxpayer identification number
is on file with the Fund or who, to the Fund's knowledge, have furnished an
incorrect number. When establishing an account, an investor must certify under
penalty of perjury that such number is correct and that such investor is not
otherwise subject to backup withholding. Backup withholding is not an
additional tax. Any amount withheld generally may be allowed as a refund or a
credit against a shareholder's Federal income tax liability, provided, that
the required information is timely forwarded to the IRS.
The Fund is generally not an appropriate investment for retirement
plans, other entities that are not subject to tax and foreign stockholders.
State and Local Taxes
The exemption from Federal income tax for exempt interest dividends,
and from Federal income tax and Arizona income tax for exempt interest
distributions derived from interest on Arizona Municipal Bonds (if certain
requirements are met), does not necessarily result in an exemption for such
distributions under the income or other tax laws of any state or local taxing
authority. Stockholders are advised to consult their own tax advisers
concerning state and local matters.
In some states, the portion of any exempt-interest dividend that is
derived from interest received by a RIC on its holdings of that state's
securities and its political subdivisions and instrumentalities is exempt from
that state's income tax. Therefore, the Fund will report annually to its
stockholders the percentage of interest income earned by
41
the Fund during the preceding year on tax exempt obligations indicating, on a
state-by-state basis, the source of such income.
The foregoing is a general and abbreviated summary of the applicable
provisions of the Code and Treasury Regulations presently in effect. For the
complete provisions, reference should be made to the pertinent Code sections
and the Treasury Regulations promulgated thereunder. The Code and the Treasury
Regulations are subject to change by legislative, judicial or administrative
action either prospectively or retroactively.
Stockholders are urged to consult their tax advisers regarding
specific questions as to Federal, state, local or foreign taxes.
CONFLICTS OF INTEREST
The investment activities of the Investment Adviser, Merrill Lynch
and other affiliates of Merrill Lynch for their own accounts and other
accounts they manage may give rise to conflicts of interest that could
disadvantage the Fund and its stockholders. The Investment Adviser has adopted
written policies and procedures that, collectively, address investment
activities of, and other arrangements involving, the Investment Adviser that
may give rise to such conflicts of interest.
Merrill Lynch, as a diversified global financial services firm, is
involved with a broad spectrum of financial services and asset management
activities. Certain of Merrill Lynch's affiliates that are not service
providers to the Fund engage in a broad range of activities over which the
Investment Adviser has no control or ability to exercise oversight. Although
there are no formal written policies and procedures that cover all potential
or actual conflicts of interest, Merrill Lynch has established a number of
committees and related policies and procedures that are designed to identify,
analyze and/or resolve such conflicts of interest. No assurance can be given
that Merrill Lynch will be able to identify each conflict of interest or that
each identified conflict of interest will be resolved in favor of the Fund.
Merrill Lynch and its affiliates, including, without limitation, the
Investment Adviser and its advisory affiliates may have proprietary interests
in, and may manage or advise with respect to, accounts or funds (including
separate accounts and other funds and collective investment vehicles) that
have investment objectives similar to those of the Fund and/or that engage in
transactions in the same types of securities and instruments as the Fund.
Merrill Lynch and its affiliates are also major participants in, among others,
the options, swaps, and equities markets, in each case both on a proprietary
basis and for the accounts of customers. As such, Merrill Lynch and its
affiliates are actively engaged in transactions in the same securities and
instruments in which the Fund invests. Such activities could affect the prices
and availability of the securities and instruments in which the Fund invests,
which could have an adverse impact on the Fund's performance. Such
transactions, particularly in respect of most proprietary accounts or customer
accounts, will be executed independently of the Fund's transactions and thus
at prices or rates that may be more or less favorable than those obtained by
the Fund.
The results of the Fund's investment activities may differ
significantly from the results achieved by the Investment Adviser and its
affiliates for its proprietary accounts or other accounts (including
investment companies or collective investment vehicles) managed or advised by
the Investment Adviser. It is possible that the Investment Adviser and its
affiliates and such other accounts will achieve investment results that are
substantially more or less favorable than the results achieved by the Fund.
Moreover, it is possible that the Fund will sustain losses during periods in
which the Investment Adviser and its affiliates achieve significant profits on
their trading for proprietary or other accounts. The opposite result is also
possible.
From time to time, the Fund's activities may also be restricted
because of regulatory restrictions applicable to Merrill Lynch and its
affiliates, and/or their internal policies designed to comply with such
restrictions. As a result, there may be periods, for example, when the
Investment Adviser, and/or its affiliates, will not initiate or recommend
certain types of transactions in certain securities or instruments with
respect to which the Investment Adviser and/or its affiliates are performing
services or when position limits have been reached.
In connection with its management of the Fund, the Investment Adviser
may have access to certain fundamental analysis and proprietary technical
models developed by Merrill Lynch. The Investment Adviser will not be under
any obligation, however, to effect transactions on behalf of the Fund in
accordance with such analysis
42
and models. In addition, neither Merrill Lynch nor any of its affiliates will
have any obligation to make available any information regarding their
proprietary activities or strategies, or the activities or strategies used for
other accounts managed by them, for the benefit of the management of the Fund
and it is not anticipated that the Investment Adviser will have access to such
information for the purpose of managing the Fund. The proprietary activities
or portfolio strategies of Merrill Lynch and its affiliates or the activities
or strategies used for accounts managed by them or other customer accounts
could conflict with the transactions and strategies employed by the Investment
Adviser in managing the Fund.
In addition, certain principals and certain employees of the
Investment Adviser are also principals or employees of Merrill Lynch or its
affiliated entities. As a result, the performance by these principals and
employees of their obligations to such other entities may be a consideration
of which investors in the Fund should be aware.
The Investment Adviser may enter into transactions and invest in
securities and instruments on behalf of the Fund in which customers of Merrill
Lynch (or, to the extent permitted by the Securities and Exchange Commission,
Merrill Lynch) serve as the counterparty, principal or issuer. In such cases,
such party's interests in the transaction will be adverse to the interests of
the Fund, and such party may have no incentive to assure that the Fund obtains
the best possible prices or terms in connection with the transactions. In
addition, the purchase, holding and sale of such investments by the Fund may
enhance the profitability of Merrill Lynch. Merrill Lynch and its affiliates
may also create, write or issue derivative instruments for customers of
Merrill Lynch or its affiliates, the underlying securities or instruments of
which may be those in which the Fund invests or which may be based on the
performance of the Fund. The Fund may, subject to applicable law, purchase
investments that are the subject of an underwriting or other distribution by
Merrill Lynch or its affiliates and may also enter into transactions with
other clients of Merrill Lynch or its affiliates where such other clients have
interests adverse to those of the Fund. At times, these activities may cause
departments of Merrill Lynch or its affiliates to give advice to clients that
may cause these clients to take actions adverse to the interests of the Fund.
To the extent affiliated transactions are permitted, the Fund will deal with
Merrill Lynch and its affiliates on an arms-length basis.
The Fund will be required to establish business relationships with
its counterparties based on the Fund's own credit standing. Neither Merrill
Lynch nor its affiliates will have any obligation to allow their credit to be
used in connection with the Fund's establishment of its business
relationships, nor is it expected that the Fund's counterparties will rely on
the credit of Merrill Lynch or any of its affiliates in evaluating the Fund's
creditworthiness.
It is also possible that, from time to time, Merrill Lynch or any of
its affiliates, may, although they are not required to, purchase, hold or sell
shares of the Fund.
It is possible that the Fund may invest in securities of companies
with which Merrill Lynch has or is trying to develop investment banking
relationships as well as securities of entities in which Merrill Lynch makes a
market. The Fund also may invest in securities of companies that Merrill Lynch
provides or may someday provide research coverage. Such investments could
cause conflicts between the interests of the Fund and the interests of other
Merrill Lynch clients. In providing services to the Fund, the Investment
Adviser is not permitted to obtain or use material non-public information
acquired by any division, department or affiliate of Merrill Lynch in the
course of these activities. In addition, from time to time, Merrill Lynch's
activities may limit the Fund's flexibility in purchases and sales of
securities. When Merrill Lynch is engaged in an underwriting or other
distribution of securities of an entity, the Investment Adviser may be
prohibited from purchasing or recommending the purchase of certain securities
of that entity for the Fund.
The Investment Adviser, its affiliates, and its directors, officers
and employees, may buy and sell securities or other investments for their own
accounts, and may have conflicts of interest with respect to investments made
on behalf of the Fund. As a result of differing trading and investment
strategies or constraints, positions may be taken by directors, officers and
employees and affiliates of the Investment Adviser that are the same,
different from or made at different times than positions taken for the Fund.
To lessen the possibility that the Fund will be adversely affected by this
personal trading, each of the Fund and the Investment Adviser has adopted a
Code of Ethics in compliance with Section 17(j) of the 1940 Act that restricts
securities trading in the personal accounts of investment professionals and
others who normally come into possession of information regarding the Fund's
portfolio transactions.
43
The Investment Adviser and its affiliates will not purchase
securities or other property from, or sell securities or other property to,
the Fund, except that the Fund may, in accordance with rules adopted under the
1940 Act, engage in transactions with accounts that are affiliated with the
Fund as a result of common officers, directors, or investment advisers. These
transactions would be effected in circumstances in which the Investment
Adviser determined that it would be appropriate for the Fund to purchase and
another client to sell, or the Fund to sell and another client to purchase,
the same security or instrument on the same day.
Present and future activities of Merrill Lynch and its affiliates,
including of the Investment Adviser, in addition to those described in this
section, may give rise to additional conflicts of interest.
NET ASSET VALUE
Net asset value per share of common stock is determined Monday
through Friday as of the close of business on the NYSE (generally, the NYSE
closes at 4:00 p.m., Eastern time), on each business day during which the NYSE
is open for trading. For purposes of determining the net asset value of a
share of common stock, the value of the securities held by the Fund plus any
cash or other assets (including interest accrued but not yet received) minus
all liabilities (including accrued expenses) and the aggregate liquidation
value of any outstanding shares of preferred stock is divided by the total
number of shares of common stock outstanding at such time. Expenses, including
the fees payable to the Investment Adviser, are accrued daily.
The Municipal Bonds and other portfolio securities in which the Fund
invests are traded primarily in over-the-counter ("OTC") municipal bond and
money markets and are valued at the last available bid price for long
positions and at the last available ask price for short positions in the OTC
market or on the basis of yield equivalents as obtained from one or more
dealers or pricing services approved by the Directors. One bond is the "yield
equivalent" of another bond when, taking into account market price, maturity,
coupon rate, credit rating and ultimate return of principal, both bonds will
theoretically produce an equivalent return to the bondholder. Financial
futures contracts and options thereon, which are traded on exchanges, are
valued at their settlement prices as of the close of such exchanges.
Short-term investments with a remaining maturity of 60 days or less are valued
on an amortized cost basis, which approximates market value, unless the
Investment Adviser believes that this method no longer produces fair
valuations. Repurchase agreements will be valued at cost plus accrued
interest. The value of swaps, including interest rate swaps, caps and floors,
will be determined by obtaining dealer quotations. Repurchase agreements will
be valued at cost plus accrued interest. Securities and assets for which
market quotations are not readily available are valued at fair value as
determined in good faith by or under the direction of the Directors, including
valuations furnished by a pricing service retained by the Fund, which may use
a matrix system for valuations. The procedures of the pricing service and its
valuations are reviewed by the officers of the Fund under the general
supervision of the Directors.
The Fund makes available for publication the net asset value of its
shares of common stock determined as of the last business day each week.
Currently, the net asset values of shares of publicly traded closed-end
investment companies investing in debt securities are published in Barron's,
the Monday edition of The Wall Street Journal and the Monday and Saturday
editions of The New York Times.
FINANCIAL STATEMENTS
The Fund's audited financial statements for the fiscal year ended
October 31, 2004, together with the report of Deloitte & Touche LLP thereon,
are incorporated in this statement of additional information by reference to
its 2004 Annual Report. The Fund's unaudited financial statements for the six
months ended April 30, 2005 are incorporated in this statement of additional
information by reference to its 2005 Semi-Annual Report. You may request a
copy of the Annual Report and the Semi-Annual Report at no charge by calling
(800) 543-6217 between 8:30 a.m. and 5:30 p.m. Eastern time on any business
day.
44
APPENDIX A
ECONOMIC AND OTHER CONDITIONS IN ARIZONA
The following information is a brief summary of factors affecting the
economy of the State of Arizona and does not purport to be a complete
description of such factors. Other factors will affect issuers. The summary is
based primarily upon publicly available offering statements relating to debt
offerings of state and local issuers and other demographic information;
however, it has not been updated, nor will it be updated during the year. The
Fund has not independently verified this information.
Over the past several decades, the State's economy has grown faster
than most other regions of the country as measured by nearly every major
indicator of economic growth, including population, employment and aggregate
personal income. Although the rate of growth slowed considerably during the
late 1980's and early 1990's, the State's efforts to diversify its economy
have been enabled it to achieve and sustain steady growth rates in recent
years. Specifically, Arizona experienced 40% economic growth from 1990 to
2000. While jobs in industries such as mining and agriculture have diminished
in relative importance to the State's economy over the past three decades,
substantial growth has occurred in the areas of aerospace, high technology,
light manufacturing, government and various service industries. Other
important industries that contributed to the State's growth in the past years,
such as construction and real estate, have rebounded from substantial declines
during the late 1980's and early 1990's. "Employment in the construction
sector reached a record 206,400 jobs in early 2005, a total that represents
8.4% of all non-farm jobs in Arizona. The only sector to lose a significant
number of jobs was information, which includes publishing and
telecommunications. Information jobs declined 3,300 to 45,700 between April
2004 and April 2005." Overall, the State's economy is predicted to continue
growing in 2005.
Arizona's strong economy, warm climate and reasonable cost of living,
coupled with the economic problems and adverse climatic conditions experienced
from time to time in other parts of the country, have encouraged many people
to move to the State. According to the 2000 Census, during the decade of the
1990s, the State's population increased 30% to 5.1 million; the Arizona
Department of Economic Security and the U.S. Census Bureau estimated the
State's population at 5.83 million as of July 1, 2004. Arizona is the second
fastest growing state in the nation, with a projected population of 6.145
million by 2010. Between 1990 and 2000, Maricopa County, the State's most
populous county, also had the single largest population inflow (in absolute
terms) of any county in the country and an estimated population of 3.52
million as of July 1, 2004, a 66% increase from 1990 and a 14.7 increase from
2000, making Maricopa County the fourth most populous county in the United
States.
Arizona's favorable job climate contributed to the State's popularity
in the 1990s. For the period from 1993 to 1998, Arizona had the nation's
second highest job growth rate, up 33% to more than two million jobs. From
1990 to 1999, the State added more than 592,300 private sector jobs. Job
growth was 4.3% in 2000, 1.0% in 2001 and level in 2002. Growth in non-farm
jobs is expected to accelerate from 1.0% in 2003 and 3.9% in 2004 to 4.89%.
Current forecasts predict unemployment will decline from 4.9% in 2004 to 4.6%
in 2005.
The State's economic growth during the 1990s enabled Arizona's
residents to realize substantial gains in personal income. The State's per
capita personal income generally varies between 10% and 15% below the national
average due to chronic poverty on the State's Indian reservations, the State's
relatively high number of retirees and children and the State's below-average
wage scale. Nevertheless, the State's per capita personal income grew by 4.0%
in 2002, 1.7% in 2003 and 3.9% in 2004. Per capita personal income is
predicted to increase by 4.8% in 2005 and 3.3% in 2006. The gains in per
capita personal income during this period led to relatively steady growth in
retail sales. Average retail sales grew 7.8% in 2000, then declined 1.3% in
2001 and 2002, recovering with 6.7% growth in 2003 and 8.6% growth in 2004.
Retail sales are predicted to grow at a rate of 4-6% between 2005 and 2007.
Like many other state governments, Arizona faced substantial budget
deficits in fiscal years 2002, 2003 and 2004. In 2005, however, improving
revenues resulted in a $329 million surplus that helped the Arizona
Legislature balance its 2006 budget, which was signed into law by Governor
Janet Napolitano on May 20, 2005. Fiscal Year 2006 permanent revenues are
predicted to grow 7.4%, and General Fund spending is to increase $556 million
over 2005 levels, or 7.3%, to $8.22 billion. Of that spending growth, $250
million is dedicated to transitioning the State's
A-1
school construction program from debt to cash financing. The State had
borrowed money to finance new school construction in the previous three fiscal
years to balance its budget.
The State's 2006 budget also reduces business personal property taxes
and the marriage penalty pertaining to certain personal income tax credits,
and it enhances tax credits for small business investment. In addition,
spending on K-12 schools grows by 4.9%, spending on the state's public
universities increases 5.9% and spending on community colleges increases 5.8%.
The State will spend an additional $17 million (for a total of $38 million) on
full day kindergarten programs in schools with more than 80% low-income
students.
An amendment to the State's constitution requires a 2/3 majority vote
in both houses of the Legislature to pass a tax or fee increase. This
amendment, combined with the State's reliance on sales tax receipts,
constrains the State's ability to raise additional revenues in times of slow
economic growth. The State created a Budget Stabilization Fund in response to
this constraint, but that Fund had been depleted as the State entered Fiscal
Year 2005. Due to the State's economic recovery and revenue growth, $156.5
million was deposited in the Fund during Fiscal Year 2005. The 2006 budget
calls for an additional $189 million to be transferred to the Fund.
In 1994, the Arizona Supreme Court declared the then-current system
for funding construction and maintenance of the State's public schools to be
unconstitutional on the ground that it resulted in substantial disparities in
the nature and condition of capital facilities among the State's public
schools. After several attempts to address the issue, the State Legislature,
in 1998, adopted legislation that established a State School Facilities Board
to set uniform minimum capital facilities standards for Arizona's public
schools, with funding for any new facilities or renovations to be provided on
a pay-as-you-go basis from a new School Facilities Fund, originally intended
to be capitalized by annual State appropriations. In addition, the voters of
the State approved a proposal to impose a 6/10 of 1% statewide sales tax to
augment the School Facilities Fund. Collections from this tax, however, have
been significantly less than predicted. In addition, under limited
circumstances, the voters in a local school district can authorize the
issuance and sale of bonds to pay for the acquisition or construction of
capital facilities in the district that exceed the State's established minimum
standards. This legislation does not affect the obligation or ability of the
districts to pay debt service on currently outstanding bonds.
Maricopa County is the State's most populous and prosperous county,
accounting for 60% of the State's population, 64% of its labor force and 65%
of its aggregate personal income. Within its borders lie the City of Phoenix,
the State's largest city and the fifth largest city in the United States, and
the Cities of Scottsdale, Tempe, Mesa, Glendale, Chandler and Peoria, as well
as the Towns of Paradise Valley and Gilbert. Good transportation facilities
including Phoenix Sky Harbor International Airport, the fifth busiest in the
world, substantial pools of available labor, the presence of several
educational institutions (including Arizona State University), a variety of
support industries and a warm climate have helped make Maricopa County a major
business center in the southwestern United States.
Once dependent primarily on agriculture, Maricopa County has
diversified its economic base. Led by the service sector, which includes
transportation, communications, public utilities, hospitality and
entertainment, trade, finance, insurance, real estate and government, the
County achieved an average annual employment growth rate of 4.5% or more each
year from 1995 through 2000. Metropolitan Phoenix is expected to see positive
employment growth in all sectors except mining in 2005.
Several large, publicly traded companies, such as Phelps Dodge,
Swift, Viad and Petsmart, have their national headquarters in Maricopa County.
Others, such as Motorola, Intel, Quest, American Express, Wells Fargo and
Honeywell, conduct major operations there. In May of 2002, the International
Genomics Consortium selected Phoenix as the site for its new headquarters.
Also, a variety of professional sports teams are based in Maricopa County,
including the Phoenix Suns (NBA basketball), the Arizona Cardinals (NFL
football), the Phoenix Coyotes (NHL hockey), and the Arizona Diamondbacks (MLB
baseball).
Pima County is the State's second most populous county, and includes
the City of Tucson. Traditionally, Pima County's economy has been based
primarily upon manufacturing, mining, government, agriculture, tourism,
education and finance. Today, major industries include aerospace, bioindustry,
environmental and information technology, optics, plastics and advanced
composite materials, software and teleservices. These industries and the Pima
County economy in general are supported by the presence of several educational
institutions, including the University of Arizona (Tucson). Raytheon Missile
Systems Co. (formerly known as Hughes Aircraft, which
A-2
transferred its Hughes Missile Systems division to Tucson several years ago),
and several large mining companies, including BHP Copper, ASARCO and Phelps
Dodge, anchor the non-public sector of the Tucson economy. In addition, the
Arizona Diamondbacks, the Colorado Rockies and the Chicago White Sox all
conduct their baseball spring training operations in the County. Pima County
is predicted to experience non-farm job growth of 4.3% in 2005 and 3.5% in
2006, both of which exceed average growth historically.
A-3
APPENDIX B
DESCRIPTION OF MUNICIPAL BOND RATINGS
Description of Moody's Municipal Bond Ratings
Aaa Issuers or issues rated Aaa demonstrate the strongest
creditworthiness relative to other US municipal or
tax-exempt issuers or issues.
Aa Issuers or issues rated Aa demonstrate very strong
creditworthiness relative to other US municipal or
tax-exempt issuers or issues.
A Issuers or issues rated A present above-average
creditworthiness relative to other US municipal or
tax-exempt issuers or issues.
Baa Issuers or issues rated Baa represent average
creditworthiness relative to other US municipal or tax-
exempt issuers or issues.
Ba Issuers or issues rated Ba demonstrate below-average
creditworthiness relative to other US municipal or
tax-exempt issuers or issues.
B Issuers or issues rated B demonstrate weak creditworthiness
relative to other US municipal or tax- exempt issuers or
issues.
Caa Issuers or issues rated Caa demonstrate very weak
creditworthiness relative to other US municipal or
tax-exempt issuers or issues.
Ca Issuers or issues rated Ca demonstrate extremely weak
creditworthiness relative to other US municipal or
tax-exempt issuers or issues.
C Issuers or issues rated C demonstrate the weakest
creditworthiness relative to other US municipal or
tax-exempt issuers or issues.
Note: Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through Caa. The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the
modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a
ranking in the lower end of that generic rating category.
Description of Moody's Municipal Short-Term Debt Ratings
MIG 1 This designation denotes superior credit quality.
Excellent protection is afforded by established cash
flows, highly reliable liquidity support, or demonstrated
broad-based access to the market for refinancing.
MIG 2 This designation denotes strong credit quality. Margins of
protection are ample, although not as large as in the
preceding group.
MIG 3 This designation denotes acceptable credit quality.
Liquidity and cash-flow protection may be narrow,
and market access for refinancing is likely to be less
well-established.
SG This designation denotes speculative-grade credit quality.
Debt instruments in this category may lack sufficient
margins of protection.
B-1
Description of Moody's U.S. Municipal Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a
two-component rating is assigned; a long or short-term debt rating and a
demand obligation rating. The first element represents Moody's evaluation of
the degree of risk associated with scheduled principal and interest payments.
The second element represents Moody's evaluation of the degree of risk
associated with the ability to receive purchase price upon demand ("demand
feature"), using a variation of the MIG rating scale, the Variable Municipal
Investment Grade or VMIG rating.
When either the long- or short-term aspect of a VRDO is not rated,
that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.
VMIG rating expirations are a function of each issue's specific
structural or credit features.
VMIG 1 This designation denotes superior credit quality. Excellent
protection is afforded by the superior short-term credit
strength of the liquidity provider and structural and legal
protections that ensure the timely payment of purchase price
upon demand.
VMIG 2 This designation denotes strong credit quality. Good
protection is afforded by the strong short-term credit
strength of the liquidity provider and structural and legal
protections that ensure the timely payment of purchase price
upon demand.
VMIG 3 This designation denotes acceptable credit quality. Adequate
protection is afforded by the satisfactory short-term credit
strength of the liquidity provider and structural and legal
protections that ensure the timely payment of purchase price
upon demand.
SG This designation denotes speculative-grade credit quality.
Demand features rated in this category may be supported by a
liquidity provider that does not have an investment grade
short-term rating or may lack the structural and/or legal
protections necessary to ensure the timely payment of
purchase price upon demand.
Description of Moody's Short-Term Ratings
Moody's Commercial Paper ratings are opinions of the ability of
issuers to honor short-term financial obligations not having an original
maturity in excess of thirteen months. Moody's employs the following three
designations, all judged to be investment grade, to indicate the relative
repayment capacity of rated issuers:
P-1 Issuers (or supporting institutions) rated Prime-1 have a
superior ability to repay short-term debt obligations.
P-2 Issuers (or supporting institutions) rated Prime-2 have a
strong ability to repay short-term debt obligations.
P-3 Issuers (or supporting institutions) rated Prime-3 have an
acceptable ability to repay short-term obligations.
NP Issuers (or supporting institutions) rated Not Prime do not
fall within any of the Prime rating categories.
Description of Standard & Poor's, a Division of The McGraw-Hill Companies,
Inc. ("Standard & Poor's"), Debt Ratings
A Standard & Poor's issue credit rating is a current opinion of the
creditworthiness of an obligor with respect to a specific financial
obligation, a specific class of financial obligations or a specific program.
It takes into consideration the creditworthiness of guarantors, insurers, or
other forms of credit enhancement on the obligation.
B-2
The issue credit rating is not a recommendation to purchase, sell or
hold a financial obligation, inasmuch as it does not comment as to market
price or suitability for a particular investor.
The issue credit ratings are based on current information furnished
by the obligors or obtained by Standard & Poor's from other sources Standard &
Poor's considers reliable. Standard & Poor's does not perform an audit in
connection with any rating and may, on occasion, rely on unaudited financial
information. The ratings may be changed, suspended, or withdrawn as a result
of changes in, or unavailability of, such information, or based on other
circumstances.
The issue credit ratings are based, in varying degrees, on the
following considerations:
I. Likelihood of payment--capacity and willingness of the obligor
as to the timely payment of interest and repayment of principal
in accordance with the terms of the obligation;
II. Nature of and provisions of the obligation;
III. Protection afforded to, and relative position of, the obligation
in the event of bankruptcy, reorganization or other arrangement
under the laws of bankruptcy and other laws affecting creditors'
rights.
Long Term Issue Credit Ratings
AAA An obligation rated "AAA" has the highest rating assigned by
Standard & Poor's. Capacity to meet its financial commitment
on the obligation is extremely strong.
AA An obligation rated "AA" differs from the highest rated
issues only in small degree. The Obligor's capacity to meet
its financial commitment on the obligation is very strong.
A An obligation rated "A" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than debt in higher-rated categories. However,
the obligor's capacity to meet its financial commitment on
the obligation is still strong.
BBB An obligation rated "BBB" exhibits adequate protection
parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity
of the obligor to meet its financial commitment on the
obligation.
BB An obligation rated "BB," "B," "CCC," "CC" and "C" are
B regarded as having significant speculative characteristics.
CCC "BB" indicates the least degree of speculation and "C" the
CC highest degree of speculation. While such debt will likely
C have some quality and protective characteristics, these may
be outweighed by large uncertainties or major risk
exposures to adverse conditions.
D An obligation rated "D" is in payment default. The "D"
rating category is used when payments on an obligation are
not made on the date due even if the applicable grace period
has not expired, unless Standard & Poor's believes that such
payments will be made during such grace period. The "D"
rating also will be used upon the filing of a bankruptcy
petition or the taking of similar action if payments on an
obligation are jeopardized.
c The 'c' subscript is used to provide additional information
to investors that the bank may terminate its obligation to
purchase tendered bonds if the long term credit rating of
the issuer is below an investment-grade level and/or the
issuer's bonds are deemed taxable.
p The letter 'p' indicates that the rating is provisional. A
provisional rating assumes the successful completion of the
project financed by the debt being rated and indicates that
payment of debt service requirements is largely or entirely
dependent upon the successful, timely completion of the
project. This rating, however, while addressing credit
quality subsequent to the completion of the
B-3
project, makes no comment on the likelihood of or the risk
of default upon failure of such completion. The investor
should exercise his own judgment with respect to such
likelihood and risk.
* Continuance of the ratings is contingent upon Standard &
Poor's receipt of an executed copy of the escrow agreement
or closing documentation confirming investments and cash
flows.
r This symbol is attached to the ratings of instruments with
significant noncredit risks. It highlights risks to
principal or volatility of expected returns which are not
addressed in the credit rating.
N.R. This indicates that no rating has been requested, that there
is insufficient information on which to base a rating, or
that Standard & Poor's does not rate a particular obligation
as a matter of policy.
Plus (+) or Minus (-): The ratings from "AA" to "CCC" may be modified by the
addition of a plus or minus sign to show relative standing within the major
rating categories.
Description of Standard & Poor's Short-Term Issue Credit Ratings
A Standard & Poor's short-term issue credit rating is a current
assessment of the likelihood of timely payment of debt having an original
maturity of no more than three years. Ratings are graded into several
categories, ranging from "A-1" for the highest-quality obligations to "D" for
the lowest. These categories are as follows:
A-1 A short-term obligation rated "A-1" is rated in the highest
category by Standard & Poor's. The obligor's capacity to
meet its financial commitment on the obligation is strong.
Within this category, certain obligations are designated
with a plus sign (+). This indicates that the obligor's
capacity to meet its financial commitment on these
obligations is extremely strong.
A-2 A short-term obligation rated "A-2" is somewhat more
susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in
higher rating categories. However, the obligor's capacity to
meet its financial commitment on the obligation is
satisfactory.
A-3 A short-term obligation rated "A-3" exhibits adequate
protection parameters. However, adverse economic conditions
or changing circumstances are more likely to lead to a
weakened capacity of the obligor to meet its financial
commitment on the obligation.
B A short-term obligation rated "B" is regarded as having
significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitment
on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate
capacity to meet its financial commitment on the obligation.
C A short-term obligation rated "C" is currently vulnerable to
nonpayment and is dependent upon favorable business,
financial and economic conditions for the obligor to meet
its financial commitment on the obligation.
D A short-term obligation rated "D" is in payment default. The
"D" rating category is used when interest payments or
principal payments are not made on the date due even if the
applicable grace period has not expired, unless Standard &
Poor's believes that such payments will be made during such
grace period. The "D" rating will also be used upon the
filing of a bankruptcy petition or the taking of a similar
action if payments on an obligation are jeopardized.
c The "c" subscript is used to provide additional information
to investors that the bank may terminate its obligation to
purchase tendered bonds if the long term credit rating of
the issuer is below an investment-grade level and/or the
issuer's bonds are deemed taxable.
p The letter "p" indicates that the rating is provisional. A
provisional rating assumes the successful completion of the
project financed by the debt being rated and indicates that
payment of debt
B-4
service requirements is largely or entirely dependent upon
the successful, timely completion of the project. This
rating, however, while addressing credit quality subsequent
to completion of the project, makes no comment on the
likelihood of or the risk of default upon failure of such
completion. The investor should exercise his own judgment
with respect to such likelihood and risk.
* Continuance of the ratings is contingent upon Standard &
Poor's receipt of an executed copy of the escrow agreement
or closing.
r The "r" highlights derivative, hybrid, and certain other
obligations that Standard & Poor's believes may experience
high volatility or high variability in expected returns as a
result of noncredit risks. Examples of such obligations are
securities with principal or interest return indexed to
equities, commodities, or currencies; certain swaps and
options, and interest-only and principal-only mortgage
securities. The absence of an "r" symbol should not be taken
as an indication that an obligation will exhibit no
volatility or variability in total return.
A short-term issue credit rating is not a recommendation to purchase
or sell a security. The ratings are based on current information furnished to
Standard & Poor's by the issuer or obtained by Standard & Poor's from other
sources it considers reliable. The ratings may be changed, suspended, or
withdrawn as a result of changes in, or unavailability of, such information.
A Standard & Poor's note rating reflects the liquidity factors and
market access risks unique to notes. Notes due in three years or less will
likely receive a note rating. Notes maturing beyond three years will most
likely receive a long term debt rating. The following criteria will be used in
making that assessment.
--Amortization schedule--the larger the final maturity relative to
other maturities, the more likely it will be treated as a note.
--Source of payment--the more dependent the issue is on the market
for its refinancing, the more likely it will be treated as a note.
Note rating symbols are as follows:
SP-1 Strong capacity to pay principal and interest. An issue
determined to possess a very strong capacity to pay debt
service is given a plus (+) designation.
SP-2 Satisfactory capacity to pay principal and interest with
some vulnerability to adverse financial and economic changes
over the term of the notes.
SP-3 Speculative capacity to pay principal and interest.
Description of Fitch Ratings' ("Fitch") Investment Grade Bond Ratings
Fitch investment grade bond ratings provide a guide to investors in
determining the credit risk associated with a particular security. The rating
represents Fitch's assessment of the issuer's ability to meet the obligations
of a specific debt issue or class of debt in a timely manner.
The rating takes into consideration special features of the issue,
its relationship to other obligations of the issuer, the current and
prospective financial condition and operating performance of the issuer and
any guarantor, as well as the economic and political environment that might
affect the issuer's future financial strength and credit quality.
Fitch ratings do not reflect any credit enhancement that may be
provided by insurance policies or financial guarantees unless otherwise
indicated.
Bonds carrying the same rating are of similar but not necessarily
identical credit quality since the rating categories do not fully reflect
small differences in the degrees of credit risk.
B-5
Fitch ratings are not recommendations to buy, sell, or hold any
security. Ratings do not comment on the adequacy of market price, the
suitability of any security for a particular investor, or the tax exempt
nature or taxability of payments made in respect of any security.
Fitch ratings are based on information obtained from issuers, other
obligors, underwriters, their experts, and other sources Fitch believes to be
reliable. Fitch does not audit or verify the truth or accuracy of such
information. Ratings may be changed, suspended, or withdrawn as a result of
changes in, or the unavailability of, information or for other reasons.
AAA Bonds considered to be investment grade and of the highest
credit quality. The obligor has an exceptionally strong
ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events.
AA Bonds considered to be investment grade and of very high
credit quality. The obligor's ability to pay interest and
repay principal is very strong, although not quite as strong
as bonds rated "AAA." Because bonds rated in the "AAA" and
"AA" categories are not significantly vulnerable to
foreseeable future developments, short term debt of these
issuers is generally rated "F-1+."
A Bonds considered to be investment grade and of high credit
quality. The obligor's ability to pay interest and repay
principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.
BBB Bonds considered to be investment grade and of
satisfactory-credit quality. The obligor's ability to pay
interest and repay principal is considered to be adequate.
Adverse changes in economic conditions and circumstances,
however, are more likely to have adverse impact on these
bonds, and therefore impair timely payment. The likelihood
that the ratings of these bonds will fall below investment
grade is higher than for bonds with higher ratings.
Plus (+) or Minus (-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus
and minus signs, however, are not used in the "AAA" category.
Description of Fitch's Speculative Grade Bond Ratings
Fitch speculative grade bond ratings provide a guide to investors in
determining the credit risk associated with a particular security. The ratings
("BB" to "C") represent Fitch's assessment of the likelihood of timely payment
of principal and interest in accordance with the terms of obligation for bond
issues not in default. For defaulted bonds, the rating ("DDD" to "D") is an
assessment of the ultimate recovery value through reorganization or
liquidation. The rating takes into consideration special features of the
issue, its relationship to other obligations of the issuer, the current and
prospective financial condition and operating performance of the issuer and
any guarantor, as well as the economic and political environment that might
affect the issuer's future financial strength.
Bonds that have the rating are of similar but not necessarily
identical credit quality since rating categories cannot fully reflect the
differences in degrees of credit risk.
BB Bonds are considered speculative. The obligor's ability to
pay interest and repay principal may be affected over time
by adverse economic changes. However, business and financial
alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.
B Bonds are considered highly speculative. While bonds in this
class are currently meeting debt service requirements, the
probability of continued timely payment of principal and
interest reflects the obligor's limited margin of safety and
the need for reasonable business and economic activity
throughout the life of the issue.
CCC Bonds have certain identifiable characteristics which, if
not remedied, may lead to default. The ability to meet
obligations requires an advantageous business and economic
environment.
B-6
CC Bonds are minimally protected. Default in payment of interest
and/or principal seems probable over time.
C Bonds are in imminent default in payment of interest or
principal.
D Bonds are in default on interest and/or principal payments.
DD Such bonds are extremely speculative and should be valued
DDD on the basis of their ultimate recovery value in
liquidation or reorganization of the obligor. "DDD"
represents the highest potential for recovery on these
bonds, and "D" represents the lowest potential for
recovery.
Plus (+) or Minus (-): Plus and minus signs are used with a rating symbol to
indicate the relative position of a credit within the rating category. Plus
and minus signs, however, are not used in the "DDD," "DD," or "D" categories.
Description of Fitch's Short Term Ratings
Fitch's short term ratings apply to debt obligations that are payable
on demand or have original maturities of up to three years, including
commercial paper, certificates of deposit, medium-term notes, and investment
notes.
The short term rating places greater emphasis than a long term rating
on the existence of liquidity necessary to meet the issuer's obligations in a
timely manner.
Fitch short term ratings are as follows:
F-1+ Exceptionally Strong Credit Quality. Issues assigned this
rating are regarded as having the strongest degree of assurance
for timely payment.
F-1 Very Strong Credit Quality. Issues assigned this rating reflect
an assurance of timely payment only slightly less in degree than
issues rated "F-1+."
F-2 Good Credit Quality. Issues assigned this rating have a
satisfactory degree of assurance for timely payment, but the
margin of safety is not as great as for issues assigned "F-1+"
and "F-1" ratings.
F-3 Fair Credit Quality. Issues assigned this rating have
characteristics suggesting that the degree of assurance for
timely payment is adequate; however, near-term adverse changes
could cause these securities to be rated below investment grade.
F-S Weak Credit Quality. Issues assigned this rating have
characteristics suggesting a minimal degree of assurance for
timely payment and are vulnerable to near-term adverse changes
in financial and economic conditions.
D Default. Issues assigned this rating are in actual or imminent
payment default.
LOC The symbol "LOC" indicates that the rating is based on a letter
of credit issued by a commercial bank.
NR Indicates that Fitch does not rate the specific issue.
Conditional A conditional rating is premised on the successful completion of
a project or the occurrence of a specific event.
Suspended A rating is suspended when Fitch deems the amount of information
available from the issuer to be inadequate for rating purposes.
Withdrawn A rating will be withdrawn when an issue matures or is called or
refinanced and, at Fitch's discretion, when an issuer fails to
furnish proper and timely information.
B-7
FitchAlert Ratings are placed on FitchAlert to notify investors of an
occurrence that is likely to result in a rating change and the
likely direction of such change. These are designated as
"Positive," indicating a potential upgrade, "Negative," for
potential downgrade, or "Evolving," where ratings may be raised
or lowered. FitchAlert is relatively short term, and should be
resolved within 12 months.
Ratings Outlook: An outlook is used to describe the most likely direction of
any rating change over the intermediate term. It is described as "Positive" or
"Negative." The absence of a designation indicates a stable outlook.
B-8
APPENDIX C
SETTLEMENT PROCEDURES
The following summary of Settlement Procedures sets forth the
procedures expected to be followed in connection with the settlement of each
Auction and will be incorporated by reference in the Auction Agent Agreement
and each Broker-Dealer Agreement. Nothing contained in this Appendix C
constitutes a representation by the Fund that in each Auction each party
referred to herein actually will perform the procedures described herein to be
performed by such party. Capitalized terms used herein shall have the
respective meanings specified in the Glossary in the prospectus or this
Appendix C hereto, as the case may be.
(a) On each Auction Date, the Auction Agent shall notify by telephone
or through the Auction Agent's Processing System the Broker-Dealers that
participated in the Auction held on such Auction Date and submitted an Order
on behalf of any Beneficial Owner or Potential Beneficial Owner of:
(i) the Applicable Rate fixed for the next succeeding
Dividend Period;
(ii) whether Sufficient Clearing Bids existed for the
determination of the Applicable Rate;
(iii) if such Broker-Dealer (a "Seller's Broker-Dealer")
submitted a Bid or a Sell Order on behalf of a Beneficial Owner, the
number of shares, if any, of AMPS to be sold by such Beneficial
Owner;
(iv) if such Broker-Dealer (a "Buyer's Broker-Dealer")
submitted a Bid on behalf of a Potential Beneficial Owner, the number
of shares, if any, of AMPS to be purchased by such Potential
Beneficial Owner;
(v) if the aggregate number of shares of AMPS to be sold by
all Beneficial Owners on whose behalf such Broker-Dealer submitted a
Bid or a Sell Order exceeds the aggregate number of shares of AMPS to
be purchased by all Potential Beneficial Owners on whose behalf such
Broker-Dealer submitted a Bid, the name or names of one or more
Buyer's Broker-Dealers (and the name of the Agent Member, if any, of
each such Buyer's Broker-Dealer) acting for one or more purchasers of
such excess number of shares of AMPS and the number of such shares to
be purchased from one or more Beneficial Owners on whose behalf such
Broker-Dealer acted by one or more Potential Beneficial Owners on
whose behalf each of such Buyer's Broker-Dealers acted;
(vi) if the aggregate number of shares of AMPS to be
purchased by all Potential Beneficial Owners on whose behalf such
Broker-Dealer submitted a Bid exceeds the aggregate number of shares
of AMPS to be sold by all Beneficial Owners on whose behalf such
Broker-Dealer submitted a Bid or a Sell Order, the name or names of
one or more Seller's Broker-Dealers (and the name of the Agent
Member, if any, of each such Seller's Broker-Dealer) acting for one
or more sellers of such excess number of shares of AMPS and the
number of such shares to be sold to one or more Potential Beneficial
Owners on whose behalf such Broker-Dealer acted by one or more
Beneficial Owners on whose behalf each of such Seller's
Broker-Dealers acted; and
(vii) the Auction Date of the next succeeding Auction with
respect to the AMPS.
(b) On each Auction Date, each Broker-Dealer that submitted an Order
on behalf of any Beneficial Owner or Potential Beneficial Owner shall:
(i) in the case of a Broker-Dealer that is a Buyer's
Broker-Dealer, instruct each Potential Beneficial Owner on whose
behalf such Broker-Dealer submitted a Bid that was accepted, in whole
or in part, to instruct such Potential Beneficial Owner's Agent
Member to pay to such Broker-Dealer (or its Agent Member) through the
Securities Depository the amount necessary to purchase the number of
shares of AMPS to be purchased pursuant to such Bid against receipt
of such shares and advise such Potential Beneficial Owner of the
Applicable Rate for the next succeeding Dividend Period;
C-1
(ii) in the case of a Broker-Dealer that is a Seller's
Broker-Dealer, instruct each Beneficial Owner on whose behalf such
Broker-Dealer submitted a Sell Order that was accepted, in whole or
in part, or a Bid that was accepted, in whole or in part, to instruct
such Beneficial Owner's Agent Member to deliver to such Broker-Dealer
(or its Agent Member) through the Securities Depository the number of
shares of AMPS to be sold pursuant to such Order against payment
therefor and advise any such Beneficial Owner that will continue to
hold shares of AMPS of the Applicable Rate for the next succeeding
Dividend Period;
(iii) advise each Beneficial Owner on whose behalf such
Broker-Dealer submitted a Hold Order of the Applicable Rate for the
next succeeding Dividend Period;
(iv) advise each Beneficial Owner on whose behalf such
Broker-Dealer submitted an Order of the Auction Date for the next
succeeding Auction; and
(v) advise each Potential Beneficial Owner on whose behalf
such Broker-Dealer submitted a Bid that was accepted, in whole or in
part, of the Auction Date for the next succeeding Auction.
(c) On the basis of the information provided to it pursuant to (a)
above, each Broker-Dealer that submitted a Bid or a Sell Order on behalf of a
Potential Beneficial Owner or a Beneficial Owner shall, in such manner and at
such time or times as in its sole discretion it may determine, allocate any
funds received by it pursuant to (b)(i) above and any shares of AMPS received
by it pursuant to (b)(ii) above among the Potential Beneficial Owners, if any,
on whose behalf such Broker-Dealer submitted Bids, the Beneficial Owners, if
any, on whose behalf such Broker-Dealer submitted Bids that were accepted or
Sell Orders, and any Broker-Dealer or Broker-Dealers identified to it by the
Auction Agent pursuant to (a)(v) or (a)(vi) above.
(d) On each Auction Date:
(i) each Potential Beneficial Owner and Beneficial Owner
shall instruct its Agent Member as provided in (b)(i) or (ii) above,
as the case may be;
(ii) each Seller's Broker-Dealer which is not an Agent
Member of the Securities Depository shall instruct its Agent Member
to (A) pay through the Securities Depository to the Agent Member of
the Beneficial Owner delivering shares to such Broker-Dealer pursuant
to (b)(ii) above the amount necessary to purchase such shares against
receipt of such shares, and (B) deliver such shares through the
Securities Depository to a Buyer's Broker-Dealer (or its Agent
Member) identified to such Seller's Broker-Dealer pursuant to (a)(v)
above against payment therefor; and
(iii) each Buyer's Broker-Dealer which is not an Agent
Member of the Securities Depository shall instruct its Agent Member
to (A) pay through the Securities Depository to a Seller's
Broker-Dealer (or its Agent Member) identified pursuant to (a)(vi)
above the amount necessary to purchase the shares to be purchased
pursuant to (b)(i) above against receipt of such shares, and (B)
deliver such shares through the Securities Depository to the Agent
Member of the purchaser thereof against payment therefor.
(e) On the day after the Auction Date:
(i) each Bidder's Agent Member referred to in (d)(i) above
shall instruct the Securities Depository to execute the transactions
described in (b)(i) or (ii) above, and the Securities Depository
shall execute such transactions;
(ii) each Seller's Broker-Dealer or its Agent Member shall
instruct the Securities Depository to execute the transactions
described in (d)(ii) above, and the Securities Depository shall
execute such transactions; and
(iii) each Buyer's Broker-Dealer or its Agent Member shall
instruct the Securities Depository to execute the transactions
described in (d)(iii) above, and the Securities Depository shall
execute such transactions.
C-2
(f) If a Beneficial Owner selling shares of AMPS in an Auction fails
to deliver such shares (by authorized book-entry), a Broker-Dealer may deliver
to the Potential Beneficial Owner on behalf of which it submitted a Bid that
was accepted a number of whole shares of AMPS that is less than the number of
shares that otherwise was to be purchased by such Potential Beneficial Owner.
In such event, the number of shares of AMPS to be so delivered shall be
determined solely by such Broker-Dealer. Delivery of such lesser number of
shares shall constitute good delivery. Notwithstanding the foregoing terms of
this paragraph (f), any delivery or non-delivery of shares which shall
represent any departure from the results of an Auction, as determined by the
Auction Agent, shall be of no effect unless and until the Auction Agent shall
have been notified of such delivery or non-delivery in accordance with the
provisions of the Auction Agent Agreement and the Broker-Dealer Agreements.
C-3
APPENDIX D
AUCTION PROCEDURES
The following procedures will be set forth in provisions of the
Articles Supplementary relating to the AMPS, and will be incorporated by
reference in the Auction Agent Agreement and each Broker-Dealer Agreement. The
terms not defined below are defined in the prospectus or in the Glossary in
the prospectus. Nothing contained in this Appendix D constitutes a
representation by the Fund that in each Auction each party referred to herein
actually will perform the procedures described herein to be performed by such
party.
Paragraph 10(a) Certain Definitions.
As used in this Paragraph 10, the following terms shall have the
following meanings, unless the context otherwise requires:
(i) "AMPS" shall mean the shares of AMPS being auctioned
pursuant to this Paragraph 10.
(ii) "Auction Date" shall mean the first Business Day
preceding the first day of a Dividend Period.
(iii) "Available AMPS" shall have the meaning specified in
Paragraph 10(d)(i) below.
(iv) "Bid" shall have the meaning specified in Paragraph
10(b)(i) below.
(v) "Bidder" shall have the meaning specified in Paragraph
10(b)(i) below.
(vi) "Hold Order" shall have the meaning specified in
Paragraph 10(b)(i) below.
(vii) "Maximum Applicable Rate" for any Dividend Period will
be the higher of the Applicable Percentage of the Reference Rate or
the Applicable Spread plus the Reference Rate. The Applicable
Percentage and the Applicable Spread will be determined based on (i)
the lower of the credit rating or ratings assigned on such date to
such shares by Moody's and S&P (or if Moody's or S&P or both shall
not make such rating available, the equivalent of either or both of
such ratings by a Substitute Rating Agency or two Substitute Rating
Agencies or, in the event that only one such rating shall be
available, such rating) and (ii) whether the Fund has provided
notification to the Auction Agent prior to the Auction establishing
the Applicable Rate for any dividend that net capital gains or other
taxable income will be included in such dividend on shares of AMPS as
follows:
Applicable Applicable Applicable Applicable
Credit Ratings Percentage Percentage Spread Over Spread Over
-------------------------------------------- of Reference of Reference Reference Reference
Rate-No Rate- Rate-No Rate-
Moody's S&P Notification Notification Notification Notification
-------------------- -------------------- ------------------ --------------- -------------- --------------
Aaa AAA 110% 125% 1.10% 1.25%
Aa3 to Aa1 AA- to AA+ 125% 150% 1.25% 1.50%
A3 to A1 A- to A+ 150% 200% 1.50% 2.00%
Baa3 to Baa1 BBB- to BBB+ 175% 250% 1.75% 2.50%
Below Baa3 Below BBB- 200% 300% 2.00% 3.00%
The Applicable Percentage and the Applicable Spread as so determined
may be further subject to upward but not downward adjustment in the discretion
of the Board of Directors of the Fund after consultation with the
Broker-Dealers, provided that immediately following any such increase the Fund
would be in compliance with the AMPS Basic Maintenance Amount. Subject to the
provisions of paragraph 12 of the Articles Supplementary entitled "Termination
of Rating Agency Provisions," the Fund shall take all reasonable action
necessary to enable S&P and Moody's to provide a rating for the AMPS. If
either S&P or Moody's shall not make such a rating available or if neither S&P
nor Moody's shall make such a rating available, subject to the provisions of
paragraph 12 of the Articles Supplementary entitled "Termination of Rating
Agency Provisions," Merrill Lynch, Pierce, Fenner &
D-1
Smith Incorporated or its affiliates and successors, after obtaining the
Fund's approval, shall select a NRSRO or two NRSROs to act as a Substitute
Rating Agency or Substitute Rating Agencies, as the case may be.
(viii) "Order" shall have the meaning specified in Paragraph
10(b)(i) below.
(ix) "Sell Order" shall have the meaning specified in
Paragraph 10(b)(i) below.
(x) "Submission Deadline" shall mean 1:00 p.m., Eastern
time, on any Auction Date or such other time on any Auction Date as
may be specified by the Auction Agent from time to time as the time
by which each Broker-Dealer must submit to the Auction Agent in
writing all Orders obtained by it for the Auction to be conducted on
such Auction Date.
(xi) "Submitted Bid" shall have the meaning specified in
Paragraph 10(d)(i) below.
(xii) "Submitted Hold Order" shall have the meaning
specified in Paragraph 10(d)(i) below.
(xiii) "Submitted Order" shall have the meaning specified in
Paragraph 10(d)(i) below.
(xiv) "Submitted Sell Order" shall have the meaning
specified in Paragraph 10(d)(i) below.
(xv) "Sufficient Clearing Bids" shall have the meaning
specified in Paragraph 10(d)(i) below.
(xvi) "Winning Bid Rate" shall have the meaning specified in
Paragraph 10(d)(i) below.
Paragraph 10(b) Orders by Beneficial Owners, Potential Beneficial Owners,
Existing Holders And Potential Holders.
(i) Unless otherwise permitted by the Fund, Beneficial Owners and
Potential Beneficial Owners may only participate in Auctions through their
Broker-Dealers. Broker-Dealers will submit the Orders of their respective
customers who are Beneficial Owners and Potential Beneficial Owners to the
Auction Agent, designating themselves as Existing Holders in respect of shares
subject to Orders submitted or deemed submitted to them by Beneficial Owners
and as Potential Holders in respect of shares subject to Orders submitted to
them by Potential Beneficial Owners. A Broker-Dealer may also hold shares of
AMPS in its own account as a Beneficial Owner. A Broker-Dealer may thus submit
Orders to the Auction Agent as a Beneficial Owner or a Potential Beneficial
Owner and therefore participate in an Auction as an Existing Holder or
Potential Holder on behalf of both itself and its customers. On or prior to
the Submission Deadline on each Auction Date:
(A) each Beneficial Owner may submit to its Broker-Dealer
information as to:
(1) the number of outstanding shares, if any, of
AMPS held by such Beneficial Owner which such Beneficial
Owner desires to continue to hold without regard to the
Applicable Rate for the next succeeding Dividend Period;
(2) the number of outstanding shares, if any, of
AMPS held by such Beneficial Owner which such Beneficial
Owner desires to continue to hold, provided that the
Applicable Rate for the next succeeding Dividend Period
shall not be less than the rate per annum specified by such
Beneficial Owner; and/or
(3) the number of outstanding shares, if any, of
AMPS held by such Beneficial Owner which such Beneficial
Owner offers to sell without regard to the Applicable Rate
for the next succeeding Dividend Period; and
(B) each Broker-Dealer, using a list of Potential Beneficial
Owners that shall be maintained in good faith for the purpose of
conducting a competitive Auction, shall contact Potential Beneficial
Owners, including Persons that are not Beneficial Owners, on such
list to determine the number of outstanding shares, if any, of AMPS
which each such Potential Beneficial Owner offers to purchase,
provided that the
D-2
Applicable Rate for the next succeeding Dividend Period shall not
be less than the rate per annum specified by such Potential
Beneficial Owner.
For the purposes hereof, the communication by a Beneficial Owner or
Potential Beneficial Owner to a Broker-Dealer, or the communication by a
Broker-Dealer acting for its own account to the Auction Agent, of information
referred to in clause (A) or (B) of this Paragraph 10(b)(i) is hereinafter
referred to as an "Order" and each Beneficial Owner and each Potential
Beneficial Owner placing an Order, including a Broker-Dealer acting in such
capacity for its own account, is hereinafter referred to as a "Bidder"; an
Order containing the information referred to in clause (A)(1) of this
Paragraph 10(b)(i) is hereinafter referred to as a "Hold Order"; an Order
containing the information referred to in clause (A)(2) or (B) of this
Paragraph 10(b)(i) is hereinafter referred to as a "Bid"; and an Order
containing the information referred to in clause (A)(3) of this Paragraph
10(b)(i) is hereinafter referred to as a "Sell Order." Inasmuch as a
Broker-Dealer participates in an Auction as an Existing Holder or a Potential
Holder only to represent the interests of a Beneficial Owner or Potential
Beneficial Owner, whether it be its customers or itself, all discussion herein
relating to the consequences of an Auction for Existing Holders and Potential
Holders also applies to the underlying beneficial ownership interests
represented.
(ii) (A) A Bid by an Existing Holder shall constitute an irrevocable
offer to sell:
(1) the number of outstanding shares of AMPS
specified in such Bid if the Applicable Rate determined on
such Auction Date shall be less than the rate per annum
specified in such Bid; or
(2) such number or a lesser number of outstanding
shares of AMPS to be determined as set forth in Paragraph
10(e)(i)(D) if the Applicable Rate determined on such
Auction Date shall be equal to the rate per annum specified
therein; or
(3) a lesser number of outstanding shares of AMPS
to be determined as set forth in Paragraph 10(e)(ii)(C) if
such specified rate per annum shall be higher than the
Maximum Applicable Rate and Sufficient Clearing Bids do not
exist.
(B) A Sell Order by an Existing Holder shall constitute an
irrevocable offer to sell:
(1) the number of outstanding shares of AMPS
specified in such Sell Order, or
(2) such number or a lesser number of outstanding
shares of AMPS to be determined as set forth in Paragraph
10(e)(ii)(C) if Sufficient Clearing Bids do not exist.
(C) A Bid by a Potential Holder shall constitute an
irrevocable offer to purchase:
(1) the number of outstanding shares of AMPS
specified in such Bid if the Applicable Rate determined on
such Auction Date shall be higher than the rate per annum
specified in such Bid; or
(2) such number or a lesser number of outstanding
shares of AMPS to be determined as set forth in Paragraph
10(e)(i)(E) if the Applicable Rate determined on such
Auction Date shall be equal to the rate per annum specified
therein.
Paragraph 10(c) Submission of Orders by Broker-Dealers to Auction Agent.
(i) Each Broker-Dealer shall submit in writing or through a mutually
acceptable electronic means to the Auction Agent prior to the Submission
Deadline on each Auction Date all Orders obtained by such Broker-Dealer,
designating itself (unless otherwise permitted by the Fund) as an Existing
Holder in respect of shares subject to Orders submitted or deemed submitted to
it by Beneficial Owners and as a Potential Holder in respect of shares subject
to Orders submitted to it by Potential Beneficial Owners, and specifying with
respect to each Order:
D-3
(A) the name of the Bidder placing such Order (which shall
be the Broker-Dealer unless otherwise permitted by the Fund);
(B) the aggregate number of outstanding shares of AMPS that
are the subject of such Order;
(C) to the extent that such Bidder is an Existing Holder
(1) the number of outstanding shares, if any, of
AMPS subject to any Hold Order placed by such Existing
Holder;
(2) the number of outstanding shares, if any, of
AMPS subject to any Bid placed by such Existing Holder and
the rate per annum specified in such Bid; and
(3) the number of outstanding shares, if any, of
AMPS subject to any Sell Order placed by such Existing
Holder; and
(D) to the extent such Bidder is a Potential Holder, the
rate per annum specified in such Potential Holder's Bid.
(ii) If any rate per annum specified in any Bid contains more than
three figures to the right of the decimal point, the Auction Agent shall round
such rate up to the next highest one-thousandth (.001) of 1%.
(iii) If an Order or Orders covering all of the outstanding shares of
AMPS held by an Existing Holder are not submitted to the Auction Agent prior
to the Submission Deadline, the Auction Agent shall deem a Hold Order (in the
case of an Auction relating to a Dividend Period which is not a Special
Dividend Period of more than 28 days) and a Sell Order (in the case of an
Auction relating to a Special Dividend Period of more than 28 days) to have
been submitted on behalf of such Existing Holder covering the number of
outstanding shares of AMPS held by such Existing Holder and not subject to
Orders submitted to the Auction Agent.
(iv) If one or more Orders on behalf of an Existing Holder covering
in the aggregate more than the number of outstanding shares of AMPS held by
such Existing Holder are submitted to the Auction Agent, such Orders shall be
considered valid as follows and in the following order of priority:
(A) any Hold Order submitted on behalf of such Existing
Holder shall be considered valid up to and including the number of
outstanding shares of AMPS held by such Existing Holder; provided
that if more than one Hold Order is submitted on behalf of such
Existing Holder and the number of shares of AMPS subject to such Hold
Orders exceeds the number of outstanding shares of AMPS held by such
Existing Holder, the number of shares of AMPS subject to each of such
Hold Orders shall be reduced pro rata so that such Hold Orders, in
the aggregate, cover exactly the number of outstanding shares of AMPS
held by such Existing Holder;
(B) any Bids submitted on behalf of such Existing Holder
shall be considered valid, in the ascending order of their respective
rates per annum if more than one Bid is submitted on behalf of such
Existing Holder, up to and including the excess of the number of
outstanding shares of AMPS held by such Existing Holder over the
number of shares of AMPS subject to any Hold Order referred to in
Paragraph 10(c)(iv)(A) above (and if more than one Bid submitted on
behalf of such Existing Holder specifies the same rate per annum and
together they cover more than the remaining number of shares that can
be the subject of valid Bids after application of Paragraph
10(c)(iv)(A) above and of the foregoing portion of this Paragraph
10(c)(iv)(B) to any Bid or Bids specifying a lower rate or rates per
annum, the number of shares subject to each of such Bids shall be
reduced pro rata so that such Bids, in the aggregate, cover exactly
such remaining number of shares); and the number of shares, if any,
subject to Bids not valid under this Paragraph 10(c)(iv)(B) shall be
treated as the subject of a Bid by a Potential Holder; and
(C) any Sell Order shall be considered valid up to and
including the excess of the number of outstanding shares of AMPS held
by such Existing Holder over the number of shares of AMPS subject to
Hold Orders referred to in Paragraph 10(c)(iv)(A) and Bids referred
to in Paragraph 10(c)(iv)(B); provided
D-4
that if more than one Sell Order is submitted on behalf of any
Existing Holder and the number of shares of AMPS subject to such
Sell Orders is greater than such excess, the number of shares of
AMPS subject to each of such Sell Orders shall be reduced pro rata
so that such Sell Orders, in the aggregate, cover exactly the number
of shares of AMPS equal to such excess.
(v) If more than one Bid is submitted on behalf of
any Potential Holder, each Bid submitted shall be a separate
Bid with the rate per annum and number of shares of AMPS
therein specified.
(vi) Any Order submitted by a Beneficial Owner or a
Potential Beneficial Owner to its Broker-Dealer, or by a
Broker-Dealer to the Auction Agent, prior to the Submission
Deadline on any Auction Date shall be irrevocable.
Paragraph 10(d) Determination of Sufficient Clearing Bids, Winning Bid Rate
and Applicable Rate.
(i) Not earlier than the Submission Deadline on each Auction Date,
the Auction Agent shall assemble all Orders submitted or deemed submitted to
it by the Broker-Dealers (each such Order as submitted or deemed submitted by
a Broker-Dealer being hereinafter referred to individually as a "Submitted
Hold Order," a "Submitted Bid" or a "Submitted Sell Order," as the case may
be, or as a "Submitted Order") and shall determine:
(A) the excess of the total number of outstanding shares of
AMPS over the number of outstanding shares of AMPS that are the
subject of Submitted Hold Orders (such excess being hereinafter
referred to as the "Available AMPS");
(B) from the Submitted Orders whether the number of
outstanding shares of AMPS that are the subject of Submitted Bids by
Potential Holders specifying one or more rates per annum equal to or
lower than the Maximum Applicable Rate exceeds or is equal to the sum
of:
(1) the number of outstanding shares of AMPS that
are the subject of Submitted Bids by Existing Holders
specifying one or more rates per annum higher than the
Maximum Applicable Rate, and
(2) the number of outstanding shares of AMPS that
are subject to Submitted Sell Orders (if such excess or such
equality exists (other than because the number of
outstanding shares of AMPS in clauses (1) and (2) above are
each zero because all of the outstanding shares of AMPS are
the subject of Submitted Hold Orders), such Submitted Bids
by Potential Holders hereinafter being referred to
collectively as "Sufficient Clearing Bids"); and
(C) if Sufficient Clearing Bids exist, the lowest rate per
annum specified in the Submitted Bids (the "Winning Bid Rate") that
if:
(1) each Submitted Bid from Existing Holders
specifying the Winning Bid Rate and all other submitted Bids
from Existing Holders specifying lower rates per annum were
rejected, thus entitling such Existing Holders to continue
to hold the shares of AMPS that are the subject of such
Submitted Bids, and
(2) each Submitted Bid from Potential Holders
specifying the Winning Bid Rate and all other Submitted Bids
from Potential Holders specifying lower rates per annum were
accepted, thus entitling the Potential Holders to purchase
the shares of AMPS that are the subject of such Submitted
Bids, would result in the number of shares subject to all
Submitted Bids specifying the Winning Bid Rate or a lower
rate per annum being at least equal to the Available AMPS.
(ii) Promptly after the Auction Agent has made the determinations
pursuant to Paragraph 10(d)(i), the Auction Agent shall advise the Fund of the
Maximum Applicable Rate and, based on such determinations, the Applicable Rate
for the next succeeding Dividend Period as follows:
D-5
(A) if Sufficient Clearing Bids exist, that the Applicable
Rate for the next succeeding Dividend Period shall be equal to the
Winning Bid Rate;
(B) if Sufficient Clearing Bids do not exist (other than
because all of the outstanding shares of AMPS are the subject of
Submitted Hold Orders), that the Applicable Rate for the next
succeeding Dividend Period shall be equal to the Maximum Applicable
Rate; or
(C) if all of the outstanding shares of AMPS are the subject
of Submitted Hold Orders, the Dividend Period next succeeding the
Auction automatically shall be the same length as the immediately
preceding Dividend Period and the Applicable Rate for the next
succeeding Dividend Period shall be equal to 60% of the Reference
Rate (or 90% of such rate if the Fund has provided notification to
the Auction Agent prior to establishing the Applicable Rate for any
dividend that net capital gain or other taxable income will be
included in such dividend on shares of AMPS) on the date of the
Auction.
Paragraph 10(e) Acceptance and Rejection of Submitted Bids and Submitted Sell
Orders and Allocation of Shares.
Based on the determinations made pursuant to Paragraph 10(d)(i), the
Submitted Bids and Submitted Sell Orders shall be accepted or rejected and the
Auction Agent shall take such other action as set forth below:
(i) If Sufficient Clearing Bids have been made, subject to the
provisions of Paragraph 10(e)(iii) and Paragraph 10(e)(iv), Submitted Bids and
Submitted Sell Orders shall be accepted or rejected in the following order of
priority and all other Submitted Bids shall be rejected:
(A) the Submitted Sell Orders of Existing Holders shall be
accepted and the Submitted Bid of each of the Existing Holders
specifying any rate per annum that is higher than the Winning Bid
Rate shall be accepted, thus requiring each such Existing Holder to
sell the outstanding shares of AMPS that are the subject of such
Submitted Sell Order or Submitted Bid;
(B) the Submitted Bid of each of the Existing Holders
specifying any rate per annum that is lower than the Winning Bid Rate
shall be rejected, thus entitling each such Existing Holder to
continue to hold the outstanding shares of AMPS that are the subject
of such Submitted Bid;
(C) the Submitted Bid of each of the Potential Holders
specifying any rate per annum that is lower than the Winning Bid Rate
shall be accepted;
(D) the Submitted Bid of each of the Existing Holders
specifying a rate per annum that is equal to the Winning Bid Rate
shall be rejected, thus entitling each such Existing Holder to
continue to hold the outstanding shares of AMPS that are the subject
of such Submitted Bid, unless the number of outstanding shares of
AMPS subject to all such Submitted Bids shall be greater than the
number of outstanding shares of AMPS ("Remaining Shares") equal to
the excess of the Available AMPS over the number of outstanding
shares of AMPS subject to Submitted Bids described in Paragraph
10(e)(i)(B) and Paragraph 10(e)(i)(C), in which event the Submitted
Bids of each such Existing Holder shall be accepted, and each such
Existing Holder shall be required to sell outstanding shares of AMPS,
but only in an amount equal to the difference between (1) the number
of outstanding shares of AMPS then held by such Existing Holder
subject to such Submitted Bid and (2) the number of shares of AMPS
obtained by multiplying (x) the number of Remaining Shares by (y) a
fraction the numerator of which shall be the number of outstanding
shares of AMPS held by such Existing Holder subject to such Submitted
Bid and the denominator of which shall be the sum of the numbers of
outstanding shares of AMPS subject to such Submitted Bids made by all
such Existing Holders that specified a rate per annum equal to the
Winning Bid Rate; and
(E) the Submitted Bid of each of the Potential Holders
specifying a rate per annum that is equal to the Winning Bid Rate
shall be accepted but only in an amount equal to the number of
outstanding shares of AMPS obtained by multiplying (x) the difference
between the Available AMPS and the number of outstanding shares of
AMPS subject to Submitted Bids described in Paragraph 10(e)(i)(B),
Paragraph 10(e)(i)(C) and Paragraph 10(e)(i)(D) by (y) a fraction the
numerator of which shall be the number of
D-6
outstanding shares of AMPS subject to such Submitted Bid and the
denominator of which shall be the sum of the number of outstanding
shares of AMPS subject to such Submitted Bids made by all such
Potential Holders that specified rates per annum equal to the
Winning Bid Rate.
(ii) If Sufficient Clearing Bids have not been made (other than
because all of the outstanding shares of AMPS are subject to Submitted Hold
Orders), subject to the provisions of Paragraph 10(e)(iii), Submitted Orders
shall be accepted or rejected as follows in the following order of priority
and all other Submitted Bids shall be rejected:
(A) the Submitted Bid of each Existing Holder specifying any
rate per annum that is equal to or lower than the Maximum Applicable
Rate shall be rejected, thus entitling such Existing Holder to
continue to hold the outstanding shares of AMPS that are the subject
of such Submitted Bid;
(B) the Submitted Bid of each Potential Holder specifying
any rate per annum that is equal to or lower than the Maximum
Applicable Rate shall be accepted, thus requiring such Potential
Holder to purchase the outstanding shares of AMPS that are the
subject of such Submitted Bid; and
(C) the Submitted Bids of each Existing Holder specifying
any rate per annum that is higher than the Maximum Applicable Rate
shall be accepted and the Submitted Sell Orders of each Existing
Holder shall be accepted, in both cases only in an amount equal to
the difference between (1) the number of outstanding shares of AMPS
then held by such Existing Holder subject to such Submitted Bid or
Submitted Sell Order and (2) the number of shares of AMPS obtained by
multiplying (x) the difference between the Available AMPS and the
aggregate number of outstanding shares of AMPS subject to Submitted
Bids described in Paragraph 10(e)(ii)(A) and Paragraph 10(e)(ii)(B)
by (y) a fraction the numerator of which shall be the number of
outstanding shares of AMPS held by such Existing Holder subject to
such Submitted Bid or Submitted Sell Order and the denominator of
which shall be the number of outstanding shares of AMPS subject to
all such Submitted Bids and Submitted Sell Orders.
(iii) If, as a result of the procedures described in Paragraph
10(e)(i) or Paragraph 10(e)(ii), any Existing Holder would be entitled or
required to sell, or any Potential Holder would be entitled or required to
purchase, a fraction of a share of AMPS on any Auction Date, the Auction Agent
shall, in such manner as in its sole discretion it shall determine, round up
or down the number of shares of AMPS to be purchased or sold by any Existing
Holder or Potential Holder on such Auction Date so that each outstanding share
of AMPS purchased or sold by each Existing Holder or Potential Holder on such
Auction Date shall be a whole share of AMPS.
(iv) If, as a result of the procedures described in Paragraph
10(e)(i), any Potential Holder would be entitled or required to purchase less
than a whole share of AMPS on any Auction Date, the Auction Agent, in such
manner as in its sole discretion it shall determine, shall allocate shares of
AMPS for purchase among Potential Holders so that only whole shares of AMPS
are purchased on such Auction Date by any Potential Holder, even if such
allocation results in one or more of such Potential Holders not purchasing any
shares of AMPS on such Auction Date.
(v) Based on the results of each Auction, the Auction Agent shall
determine, with respect to each Broker-Dealer that submitted Bids or Sell
Orders on behalf of Existing Holders or Potential Holders, the aggregate
number of the outstanding shares of AMPS to be purchased and the aggregate
number of outstanding shares of AMPS to be sold by such Potential Holders and
Existing Holders and, to the extent that such aggregate number of outstanding
shares to be purchased and such aggregate number of outstanding shares to be
sold differ, the Auction Agent shall determine to which other Broker-Dealer or
Broker-Dealers acting for one or more purchasers such Broker-Dealer shall
deliver, or from which other Broker-Dealer or Broker-Dealers acting for one or
more sellers such Broker-Dealer shall receive, as the case may be, outstanding
shares of AMPS.
Paragraph 10(f) Miscellaneous.
The Fund may interpret the provisions of this Paragraph 10 to resolve
any inconsistency or ambiguity, remedy any formal defect or make any other
change or modification that does not substantially adversely affect the rights
of Beneficial Owners of AMPS. A Beneficial Owner or an Existing Holder (A) may
sell, transfer or
D-7
otherwise dispose of shares of AMPS only pursuant to a Bid or Sell Order in
accordance with the procedures described in this Paragraph 10 or to or through
a Broker-Dealer, provided that in the case of all transfers other than
pursuant to Auctions such Beneficial Owner or Existing Holder, its
Broker-Dealer, if applicable, or its Agent Member advises the Auction Agent of
such transfer and (B) except as otherwise required by law, shall have the
ownership of the shares of AMPS held by it maintained in book entry form by
the Securities Depository in the account of its Agent Member, which in turn
will maintain records of such Beneficial Owner's beneficial ownership. Neither
the Fund nor any affiliate (other than Merrill Lynch, Pierce, Fenner & Smith
Incorporated) shall submit an Order in any Auction. Any Beneficial Owner that
is an affiliate (other than Merrill Lynch, Pierce, Fenner & Smith
Incorporated) shall not sell, transfer or otherwise dispose of shares of AMPS
to any person other than the Fund. All of the outstanding shares of AMPS shall
be represented by a single certificate registered in the name of the nominee
of the Securities Depository unless otherwise required by law or unless there
is no Securities Depository. If there is no Securities Depository, at the
Fund's option and upon its receipt of such documents as it deems appropriate,
any shares of AMPS may be registered in the Stock Register in the name of the
Beneficial Owner thereof and such Beneficial Owner thereupon will be entitled
to receive certificates therefor and required to deliver certificates thereof
or upon transfer or exchange thereof.
D-8
PART C. OTHER INFORMATION
Item 25. Financial Statements And Exhibits.
(1) Financial Statements
Part A: Financial Highlights for each of the fiscal years in the
ten-year period ended October 31, 2004 and the six months ended
April 30, 2005.
Part B: Schedule of Investments of the Fund as of October 31, 2004.*
Statement of Net Assets of the Fund as of October 31, 2004.*
Statement of Operations of the Fund for the fiscal year ended
October 31, 2004.*
Statements of Changes in Net Assets of the Fund for the fiscal
years ended October 31, 2003 and October 31, 2004.*
Financial Highlights for each of the fiscal years in the
five-year period ended October 31, 2004.*
Report of Independent Registered Public Accounting Firm.*
Statement of Investments of the Fund as of April 30, 2005**
Statement of Net Assets of the Fund as of April 30, 2005**
Statement of Operations of the Fund for the six months ended
April 30, 2005**
Statement of Changes in Net Assets of the Fund for the six months
ended April 30, 2005**
Financial Highlights of the Fund for the six months ended
April 30, 2005 and each of the fiscal years in the five-year
period ended October 31, 2005**
----------
* Incorporated by reference to the Registrant's Annual Report to
Shareholders for the fiscal year ended October 31, 2004 filed with the
Securities and Exchange Commission ("Commission") on December 28, 2004
pursuant to Rule 30b2-1 under the Investment Company Act of 1940, as amended
("1940 Act").
** Incorporated by reference to the Registrant's Semi-Annual Report to
Stockholders for the six month period ended April 30, 2005 filed with the
Commission on [ ], 2005 pursuant to Rule 30b2-1 under the 1940 Act.
Exhibits Description
-------- -----------
(a)(1) Articles of Incorporation of the Registrant.
(a)(2) Articles of Amendment to the Articles of Incorporation,
dated April 17, 1995.
(a)(3) Articles of Transfer.
(a)(4) Form of Articles Supplementary creating Series A Auction
Market Preferred Stock.
(a)(5) Form of Articles Supplementary creating Series B Auction
Market Preferred Stock.(a)
(a)(6) Form of Articles Supplementary creating Series C Auction
Market Preferred Stock (the "AMPS").
(b) By-laws of the Registrant.
(c) Not applicable.
(d)(1) Portions of the Articles of Incorporation, By-laws and Articles
Supplementary of the Registrant
C-1
defining the rights of holders of shares of the Registrant. (b)
(d)(2) Form of specimen certificate for the AMPS of the Registrant.
(e) Form of Automatic Dividend Reinvestment Plan.
(f) Not applicable.
(g)(1) Investment Advisory Agreement between the Registrant and Fund
Asset Management, L.P. ("FAM" or the "Investment Adviser").
(h)(1) Form of Purchase Agreement between the Registrant and Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch")
relating to the AMPS.
(h)(2) Form of Merrill Lynch Standard Dealer Agreement.(c)
(i) Not applicable.
(j) Form of Custodian Agreement between the Registrant and The
Bank of New York ("BONY"). (d)
(k)(l) Form of Registrar, Transfer Agency, Dividend Disbursing
Agency and Shareholder Servicing Agency Agreement between
the Registrant and BONY.
(k)(2) Form of Agreement of Resignation, Appointment and Acceptance
among the Registrant, IBJ Whitehall Bank & Trust Company and
BONY. (e)
(k)(3) Form of Administrative Services Agreement between the
Registrant and State Street Bank & Trust Company. (f)
(k)(4) Form of Auction Agent Agreement between the Registrant and
The Bank of New York.
(k)(5) Form of Broker-Dealer Agreement.
(k)(6) Form of Letter of Representations.
(l) Opinion and Consent of Sidley Austin Brown & Wood LLP.*
(m) Not applicable.
(n) Consent of Deloitte & Touche LLP, independent auditors for the
Registrant.*
(o) Not applicable.
(p) Not applicable.
(q) Not applicable.
(r) Code of Ethics.(g)
-----------
(a) Filed with the Securities and Exchange Commission [(the
"Commission")] on October 6, 1994 as an exhibit to
Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-14 (File No. 033-55801).
(b) Reference is made to Article IV (sections 2, 3, 4, 5, 6, 7
and 8), Article V (sections 3, 6 and 7), Article VI, Article
VIII, Article IX, Article X, and Article XII of the
Registrant's Articles of Incorporation, filed as Exhibit (a)
to this Registration Statement; to Article II, Article III
(sections 3.01, 3.03, 3.05 and 3.17), Article VI (section 6.2),
Article VII, Article XII, Article XIII and Article XIV of the
Registrant's By- laws, filed as Exhibit (b) to this
Registration Statement; and to the Forms of Articles
Supplementary filed as Exhibits (a)(4), (a)(5) and (a)(6) to
this Registration Statement.
(c) Incorporated by reference to Exhibit (h)(2) to Pre-Effective
Amendment No. 3 to the Registration Statement on Form N-2 of
Preferred Income Strategies Fund, Inc. (File No.
333-102712), filed on March 25, 2003.
(d) Incorporated by reference to Exhibit 7 to Post-Effective
Amendment No. 13 to the Registration Statement on Form N-1A
of The Asset Program, Inc. (File No. 33-53887), filed on
March 21, 2002.
(e) Incorporated by reference to an exhibit to the Registration
Statement on Form N-14 of MuniYield Fund, Inc. (File No.
333-65242), filed on September 14, 2001.
(f) Incorporated by reference to Exhibit 8(d) to Post-Effective
Amendment No. 1 to the Registration Statement on Form N-1A
of Merrill Lynch Focus Twenty Fund, Inc. (File No.
333-89775) filed on March 20, 2001.
(g) Incorporated by reference to Exhibit 15 to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A
of Merrill Lynch Inflation Protected Fund (File No.
333-110936), filed on January 22, 2004.
* To be provided by amendment.
C-2
Item 26. Marketing Arrangements.
See Exhibits (h)(1) and (2).
Item 27. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be incurred
in connection with the offering described in this Registration Statement:
Registration fees $1,177
Printing (other than stock certificates) *
Legal fees and expenses *
Rating Agency Fees *
Miscellaneous *
----------------
Total $*
================
----------------
* To be provided by amendment.
Item 28. Persons Controlled by or Under Common Control with Registrant.
The Registrant is not controlled by, or under common control with,
any person.
Item 29. Number of Holders of Securities.
Number of
Record Holders
At
Title of Class , 2005
-------------------------------------------------------- -------------------
Common Stock, $.10 par value
Preferred Stock
Item 30. Indemnification.
Reference is made to Section 2-418 of the General Corporation Law of
the State of Maryland, Article V of the Registrant's Articles of
Incorporation, Article VI of the Registrant's By-laws and Section 6 of the
Purchase Agreement, which provide for indemnification.
Article VI of the By-laws provides that each officer and director of
the Registrant shall be indemnified by the Registrant to the full extent
permitted under the Maryland General Corporation Law, except that such
indemnity shall not protect any such person against any liability to the
Registrant or any stockholder thereof to which such person would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office.
Absent a court determination that an officer or director seeking
indemnification was not liable on the merits or guilty of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in
the conduct of his or her office, the decision by the Registrant to indemnify
such person must be based upon the reasonable determination of independent
legal counsel or the vote of a majority of a quorum of non-party independent
directors, after review of the facts, that such officer or director is not
guilty of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.
C-3
Each officer and director of the Registrant claiming indemnification
within the scope of Article VI of the By-laws shall be entitled to advances
from the Registrant for payment of the reasonable expenses incurred by him or
her in connection with proceedings to which he or she is a party in the manner
and to the full extent permitted under the Maryland General Corporation Law;
provided, however, that the person seeking indemnification shall provide to
the Registrant a written affirmation of his or her good faith belief that the
standard of conduct necessary for indemnification by the Registrant has been
met and a written undertaking to repay any such advance, if it ultimately
should be determined that the standard of conduct has not been met, and
provided further that at least one of the following additional conditions is
met: (i) the person seeking indemnification shall provide a security in form
and amount acceptable to the Registrant for his or her undertaking; (ii) the
Registrant is insured against losses arising by reason of the advance; or
(iii) a majority of a quorum of non-party independent directors, or
independent legal counsel in a written opinion shall determine, based on a
review of facts readily available to the Registrant at the time the advance is
proposed to be made, that there is reason to believe that the person seeking
indemnification will ultimately be found to be entitled to indemnification.
The Registrant may purchase insurance on behalf of an officer or
director protecting such person to the full extent permitted under the
Maryland General Corporation Law from liability arising from his or her
activities as officer or director of the Registrant. The Registrant, however,
may not purchase insurance on behalf of any officer or director of the
Registrant that protects or purports to protect such person from liability to
the Registrant or to its stockholders to which such officer or director would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
or her office.
In Section 7 of the Purchase Agreement relating to the securities
being offered hereby, the Registrant agrees to indemnify Merrill Lynch and
each person, if any, who controls Merrill Lynch within the meaning of the
Securities Act of 1933 (the "1933 Act") against certain types of civil
liabilities arising in connection with the Registration Statement or
Prospectus and Statement of Additional Information.
Insofar as indemnification for liabilities arising under the 1933 Act
may be provided to directors, officers and controlling persons of the
Registrant and Merrill Lynch, 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 1933 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 director,
officer or controlling person of the Registrant in connection with any
successful defense of any action, suit or proceeding) is asserted by such
director, 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 1933 Act and will be governed by the
final adjudication of such issue.
Item 31. Business And Other Connections Of The Investment Adviser.
FAM (the "Investment Adviser"), acts as the investment adviser for a
number of affiliated open-end and closed-end registered investment companies.
Merrill Lynch Investment Managers, L.P. ("MLIM"), acts as the
investment adviser for a number of affiliated open-end and closed-end
registered investment companies, and also acts as sub-adviser to certain other
portfolios.
The address of each of these registered investment companies is P.O.
Box 9011, Princeton, New Jersey 08543-9011, except that the address of Merrill
Lynch Funds for Institutions Series is One Financial Center, 23rd Floor,
Boston, Massachusetts 02111-2665.
The address of the Investment Adviser, MLIM, Princeton Services, Inc.
("Princeton Services") and Princeton Administrators, L.P. ("Princeton
Administrators") is also P.O. Box 9011, Princeton, New Jersey 08543-9011. The
address of FAM Distributors, Inc. ("FAMD") is P.O. Box 9081, Princeton, New
Jersey 08543-9081. The address of Merrill Lynch and Merrill Lynch & Co., Inc.
("ML & Co.") is World Financial Center, North Tower, 250 Vesey Street, New
York, New York 10080.
C-4
Set forth below is a list of each executive officer and partner of
the Investment Adviser indicating each business, profession, vocation or
employment of a substantial nature in which each such person or entity has
been engaged for the past two years for his, her or its own account or in the
capacity of director, officer, employee, partner or Director. Mr. Burke is
Vice President and Treasurer of all or substantially all of the investment
companies advised by FAM or its affiliates, and Mr. Doll is an officer of one
or more of such companies.
Position(s) with Other Substantial Business,
Name Investment Adviser Profession, Vocation Or Employment
--------------------------- --------------------------- ------------------------------------------------------------
ML & Co. Limited Partner Financial Services Holding Company; Limited Partner
of MLIM
Princeton Services General Partner General Partner of MLIM
Robert C. Doll, Jr. President President of MLIM; Co-Head (Americas Region) of
MLIM from 2000 to 2004; Senior Vice President of
MLIM from 1999 to 2000; Director of Princeton
Services; Chief Investment Officer of
OppenheimerFunds, Inc. in 1999 and Executive Vice
President thereof from 1991 to 1999
Donald C. Burke First Vice President and First Vice President and Treasurer of MLIM; Senior
Treasurer Vice President, Treasurer and Director of Princeton
Services; Vice President of FAMD
Andrew J. Donohue General Counsel First Vice President and General Counsel of MLIM;
Senior Vice President and Director of Princeton
Services; President and Director of FAMD
Alice A. Pellegrino Secretary Secretary of MLIM, Princeton Services and FAMD
Item 32. Location of Account and Records.
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act, and the Rules promulgated thereunder are
maintained at the offices of the Registrant (800 Scudders Mill Road,
Plainsboro, New Jersey 08536), its Investment Adviser (800 Scudders Mill Road,
Plainsboro, New Jersey 08536), its custodian, The Bank of New York (100 Church
Street, New York, New York 10286), and its transfer agent, The Bank of New
York (101 Barclay Street, New York, New York 10286).
Item 33. Management Services.
Not applicable.
C-5
Item 34. Undertakings.
(1) The Registrant undertakes to suspend the offering of the shares
of preferred stock covered hereby until it amends its prospectus contained
herein if (1) subsequent to the effective date of this Registration Statement,
its net asset value per share of preferred stock declines more than 10% from
its net asset value per share of preferred stock as of the effective date of
this Registration Statement, or (2) its net asset value per share of preferred
stock increases to an amount greater than its net proceeds as stated in the
prospectus contained herein.
(2) Not applicable.
(3) Not applicable.
(4) Not applicable
(5) The Registrant undertakes that:
(a) For purposes of determining any liability under the 1933
Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the registrant pursuant
to Rule 497(h) under the 1933 Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the
1933 Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(6) The Registrant undertakes to send by first-class mail or other
means designed to ensure equally prompt delivery, within two business days of
receipt of a written or oral request, any statement of additional information.
C-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Plainsboro, State of New Jersey,
on the 30th day of June, 2005.
MUNIYIELD ARIZONA FUND, INC.
(Registrant)
By: /s/ Donald C. Burke
-----------------------------------------
(Donald C. Burke)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person in the
capacities and on the dates indicated.
Signatures Title Date
--------------------------------- ------------------------------------------------ -----------------------
ROBERT C. DOLL, JR.* President (Principal Executive Officer)
--------------------- and Director
(Robert C. Doll, Jr.)
DONALD C. BURKE* Vice President and Treasurer (Principal
----------------- Financial and Accounting Officer)
(Donald C. Burke)
JAMES H. BODURTHA* Director
-------------------
(James H. Bodurtha)
Director
------------------
(Kenneth A. Froot)
JOE GRILLS* Director
------------
(Joe Grills)
HERBERT I. LONDON* Director
-------------------
(Herbert I. London)
ROBERTA COOPER RAMO* Director
--------------------
(Roberta Cooper Ramo)
STEPHEN B. SWENSRUD* Director
--------------------
(Stephen B. Swensrud)
ROBERT S. SALOMON, JR.* Director
-----------------------
(Robert S. Salomon, Jr.)
C-7
Signatures Title Date
--------------------------------- ------------------------------------------------ -----------------------
*By /s/ Donald C. Burke June 30, 2005
--------------------------
(Donald C. Burke,
Attorney-in-Fact)
C-8
POWER OF ATTORNEY
The undersigned, Robert C. Doll, Jr., Donald C. Burke, James H.
Bodurtha, Joe Grills, Herbert I. London, Roberta Cooper Ramo, Robert S.
Salomon, Jr. and Stephen B. Swensrud, the Directors/Trustees and/or the
Officers of each of the registered investment companies listed below, hereby
authorize Robert C. Doll, Jr., Andrew J. Donohue, Donald C. Burke, Michael G.
Clark and Alice A. Pellegrino or any of them, as attorney-in-fact, to sign on
his or her behalf in the capacities indicated any Registration Statement or
amendment thereto (including post-effective amendments) for or on behalf of
each of the following registered investment companies and to file the same,
with all exhibits thereto, with the Securities and Exchange Commission: Apex
Municipal Fund, Inc.; Corporate High Yield Fund, Inc.; Corporate High Yield
Fund III, Inc.; Corporate High Yield Fund V, Inc.; Corporate High Yield Fund
VI, Inc.; Fund Asset Management Master Trust; Master Focus Twenty Trust;
Master Large Cap Series Trust; Mercury Funds II; Merrill Lynch California
Municipal Series Trust; Merrill Lynch Focus Value Fund, Inc.; Merrill Lynch
Fundamental Growth Fund, Inc.; Merrill Lynch Investment Managers Funds, Inc.;
Merrill Lynch Large Cap Series Funds, Inc.; Merrill Lynch Multi-State
Municipal Series Trust; Merrill Lynch Retirement Reserves Money Fund of
Merrill Lynch Retirement Series Trust; Merrill Lynch Short Term U.S.
Government Fund, Inc.; Merrill Lynch U.S. Government Mortgage Fund; Merrill
Lynch Variable Series Funds, Inc.; Merrill Lynch World Income Fund, Inc.;
MuniAssets Fund, Inc.; MuniHoldings California Insured Fund, Inc.;
MuniHoldings Insured Fund II, Inc.; MuniInsured Fund, Inc.; MuniYield Arizona
Fund, Inc.; MuniYield California Fund, Inc.; MuniYield California Insured
Fund, Inc.; MuniYield Florida Fund; MuniYield Fund, Inc.; MuniYield Insured
Fund, Inc.; MuniYield Michigan Insured Fund II, Inc.; MuniYield New Jersey
Fund, Inc.; MuniYield New York Insured Fund, Inc.; MuniYield Quality Fund,
Inc.; MuniYield Quality Fund II, Inc.; Summit Cash Reserves Fund of Financial
Institutions Series Trust; and The Asset Program, Inc.
Dated: February 23, 2005
/s/ Robert C. Doll, Jr. /s/ Donald C. Burke
------------------------------- ------------------------------
Robert C. Doll, Jr. Donald C. Burke
(President/Principal (Vice
Executive President/Treasurer/Principal
Officer/Director/Trustee) Financial and Account
Officer)
/s/ James H. Bodurtha /s/ Joe Grills
------------------------------- ------------------------------
James H. Bodurtha Joe Grills
(Director/Trustee) (Director/Trustee)
/s/ Herbert I. London /s/ Robert Cooper Ramo
------------------------------- ------------------------------
Herbert I. London Robert Cooper Ramo
(Director/Trustee) (Director/Trustee)
/s/ Robert S. Salomon, Jr. /s/ Stephen B. Swensrud
------------------------------- ------------------------------
Robert S. Salomon, Jr. Stephen B. Swensrud
(Director/Trustee) (Director/Trustee)
EXHIBIT INDEX
Exhibits Description
-------- -----------
(a)(1) Articles of Incorporation of the Registrant.
(a)(2) Articles of Amendment to the Articles of Incorporation,
dated April 17, 1995
(a)(3) Articles of Transfer
(a)(4) Form of Articles Supplementary creating Series A Auction
Market Preferred Stock.
(a)(6) Form of Articles Supplementary creating Series C Auction
Market Preferred Stock (the "AMPS").
(b) By-laws of the Registrant.
(d)(2) Form of specimen certificate for the AMPS of the Registrant.
(e) Form of Automatic Dividend Reinvestment Plan.
(g)(1) Investment Advisory Agreement between the Registrant and Fund
Asset Management, L.P. ("FAM" or the "Investment Adviser").
(h)(1) Form of Purchase Agreement between the Registrant and Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch")
relating to the AMPS.
(k)(l) Form of Registrar, Transfer Agency, Dividend Disbursing Agency
and Shareholder Servicing Agency Agreement between the
Registrant and BONY.
(k)(4) Form of Auction Agent Agreement between the Registrant and
The Bank of New York.
(k)(5) Form of Broker-Dealer Agreement.
(k)(6) Form of Letter of Representations.
C-10