MASTER DISTRIBUTION AGREEMENT
THIS AGREEMENT made as of the 15th day of October, 2012, by and between INVESCO XXX XXXXXX
SENIOR LOAN FUND (the “Fund”), with respect to each class of shares (the “Shares”) of the Fund, and
INVESCO DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”).
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and other good and valuable
consideration, the receipt whereof is hereby acknowledged, the parties hereto agree as follows:
FIRST: The Fund hereby appoints the Distributor as its exclusive agent for the sale of the
Shares to the public directly and through investment dealers and financial institutions in the
United States and throughout the world in accordance with the terms of the then current prospectus
or statement of additional information (collectively, a “Prospectus”) applicable to the Fund.
SECOND: The Fund shall not sell any Shares except through the Distributor and under the terms
and conditions set forth in paragraph FOURTH below. Notwithstanding the provisions of the
foregoing sentence, however:
(A) the Fund may issue Shares to any other investment company or personal holding company, or
to the shareholders thereof, in exchange for all or a majority of the shares or assets of any such
company;
(B) the Fund may issue Shares at their net asset value in connection with certain classes of
transactions or to certain classes of investors, in accordance with Rule 22d-1 under the Investment
Company Act of 1940, as amended (the “1940 Act”) as if the fund were an open-end investment
company, provided that any such class of transaction or class of investor is specified in the
Prospectus; and
(C) the Fund shall have the right to specify minimum amounts for initial and subsequent
orders for the purchase of Shares.
THIRD: The Distributor hereby accepts appointment as exclusive agent for the sale of the
Shares and agrees that it will use its best efforts to sell such Shares; provided, however, that:
(A) the Distributor may, and when requested by the Fund shall, suspend its efforts to
effectuate sales of Shares at any time when, in the opinion of the Distributor or of the Fund, no
sales should be made because of market or other economic considerations or abnormal circumstances
of any kind;
(B) the Fund may withdraw the offering of the Shares (i) at any time with the consent of the
Distributor, or (ii) without such consent when so required by the provisions of any statute or of
any order, rule or regulation of any governmental body having jurisdiction; and
(C) the Distributor, as agent, does not undertake to sell any specific amount of Shares.
FOURTH:
(A) The public offering price of the Shares (the “offering price”) shall be the net asset
value per share plus a sales charge, if any. Net asset value per share shall be determined in
accordance with the provisions of the Prospectus. The sales charge shall be established by the
Distributor. The Distributor may establish a schedule of contingent deferred sales charges to be
imposed at the time of redemption of certain Shares and such schedule of contingent deferred sales
charges shall be disclosed in the Prospectus. The sales charges and schedule of contingent
deferred sales charges may reflect scheduled variations in, the elimination of, or waivers of sales
charges on sales of or redemptions of Shares either generally to the public, or to any specified
class of investors or in connection with any specified class of transactions, in accordance with
applicable rules and regulations and exemptive relief granted by the Securities and Exchange
Commission (“SEC”) and as set forth in the Prospectus applicable to the Shares. The Distributor
and the Fund shall apply any then applicable scheduled variation in, elimination of, or waiver of,
the selling commission or contingent deferred sales charge uniformly to all classes of transactions
or classes of investors.
(B) The Fund shall allow directly to investment dealers and other financial institutions
through whom Shares are sold, such portion of any applicable sales charges as may be payable to
them and specified by the Distributor up to but not exceeding the amount of the total sales charge.
The difference between any sales charges so payable and the total sales charges included in the
offering price shall be paid to the Distributor.
The Distributor may pay to investment dealers and other financial institutions through whom
Shares are sold, such sales charge or other payment as the Distributor may specify from time to
time. Payment of any such sales charge or other payment shall be the sole obligation of the
Distributor.
(C) No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the
Distributor or by the Distributor to investment dealers, financial institutions and 401(k) plan
service providers where such payments are made under a distribution plan adopted by the Fund on
behalf of the Shares pursuant to Rule 12b-1 under the 1940 Act as if the Fund were an open-end
investment company.
(D) The Fund shall repurchase the Shares from shareholders pursuant to repurchase offers in
accordance with the terms set forth from time to time in the Prospectus and in any applicable
repurchase offer document regarding the particular repurchase offer. The price to be paid to a
shareholder to repurchase the Shares shall be equal to the net asset value of the Shares being
repurchased, less any applicable early withdrawal charge (“gross repurchase proceeds”), calculated
pursuant to the then applicable schedule of early withdrawal charges, and if applicable, after
payment of any applicable early withdrawal charge, less any applicable repurchase fee, which
repurchase fee shall be retained by the Fund (“net repurchase proceeds”). The Distributor shall be
entitled to receive the amount of any applicable early withdrawal charge that has been subtracted
from gross repurchase proceeds. The Fund shall pay or cause the Fund’s transfer agent to pay the
applicable early withdrawal charge to the Distributor on the date net repurchase proceeds are
payable to the shareholder.
(E) It is understood that Shares of the Fund will not be repurchased by either the Fund or the
Distributor outside of the Fund’s repurchase offers, and that no secondary market for the Fund’s
Shares exits currently, or is expected to develop. Accordingly, investment in the Fund’s Shares
would be considered illiquid. ANY REPRESENTATION AS TO A REPURCHASE OFFER BY THE
FUND, OTHER THAN THAT WHICH IS SET FORTH IN THE FUND’S PROSPECTUS OR REPURCHASE OFFER, IS
EXPRESSLY PROHIBITED.
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(F) The Distributor hereby covenants that it (i) will not make a secondary market in any
Shares of the Fund, (ii) will not purchase or hold such Shares in inventory for the purpose of
resale in the open market, (iii) will not repurchase Shares in the open market, and (iv) will
require every bank, broker or dealer participating in the continuous offering of the Shares to make
the covenants contained in clauses (i), (ii) and (iii) of this section 4(F) as a condition
precedent to their participation in such offering.
FIFTH: The Distributor shall act as agent of the Fund in connection with the sale and
repurchase of Shares. Except with respect to such sales and repurchases, the Distributor shall act
as principal in all matters relating to the promotion or the sale of Shares and shall enter into
all of its own engagements, agreements and contracts as principal on its own account. The
Distributor shall enter into agreements with investment dealers and financial institutions selected
by the Distributor, authorizing such investment dealers and financial institutions to offer and
sell the Shares to the public upon the terms and conditions set forth therein, which shall not be
inconsistent with the provisions of this Agreement. Each agreement shall provide that the
investment dealer or financial institution shall act as a principal, and not as an agent, of the
Fund. The Distributor or such other investment dealers or financial institutions will be deemed to
have performed all services required to be performed in order to be entitled to receive the asset
based sales charge portion of any amounts payable with respect to Class A, Class B and Class C
Shares to the Distributor pursuant to a distribution plan adopted by the Fund pursuant to Rule
12b-1 under the 1940 Act as if the Fund were an open-end investment company upon the settlement of
each sale of a Class A, Class B or Class C Share.
SIXTH: The Fund shall bear:
(A) the expenses of qualification of Shares for sale in connection with such public offerings
in such states as shall be selected by the Distributor, and of continuing the qualification therein
until the Distributor notifies the Fund that it does not wish such qualification continued; and
(B) all legal expenses in connection with the foregoing.
SEVENTH: The Distributor shall bear the expenses of printing from the final proof and
distributing the Prospectuses for the Shares (including supplements thereto) relating to public
offerings made by the Distributor pursuant to this Agreement (which shall not include those
Prospectuses, and supplements thereto, to be distributed to shareholders of the Fund), and any
other promotional or sales literature used by the Distributor or furnished by the Distributor to
investment dealers and financial institutions in connection with such public offerings, and
expenses of advertising in connection with such public offerings.
EIGHTH: The Fund shall reimburse the Distributor for out-of-pocket costs and expenses
actually incurred by it in connection with distribution of each class of Shares, respectively,
subject to the below described distribution plan, in accordance with the terms of a plan (the
“Distribution Plan”) adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act with respect to
its Class A, Class B and Class C Shares as if the Fund were an open-end investment company, as such
Distribution Plan may be in effect from time to time; provided, however, that no payments shall be
due or paid to the Distributor hereunder with respect to class of Shares unless and until this
Agreement shall have
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been approved for each such class by a majority of the Board of Trustees of
the Fund and by a majority of the “Disinterested Trustees” (as such term is defined in such
Distribution Plan) by vote cast in person at a meeting called for the purpose of voting on this Agreement. The Fund
reserves the right to terminate such Distribution Plan with respect to a class of Shares at any
time, as specified in the Plan. The persons authorized to direct the payment of funds pursuant to
this Agreement and the Distribution Plan shall provide to the Fund’s Board of Trustees, and the
Trustees shall review, at least quarterly, a written report with respect to each of the classes of
Shares subject to the Distribution Plan of the amounts so paid and the purposes for which such
expenditures were made for each such class of Shares.
NINTH: The Fund compensate the Distributor for providing services to, and the maintenance of,
shareholder accounts in the Fund (including prepaying service fees to eligible brokers, dealers and
financial intermediaries and expenses incurred in connection therewith) and the Distributor may pay
as agent for and on behalf of the Fund a service fee with respect to certain classes of its Shares
to brokers, dealers and financial intermediaries for the provision of shareholder services and the
maintenance of shareholder account in the Fund in the amount with respect to each such class of
Shares set forth from time to time in the Fund’s Prospectus. The Fund shall compensate the
Distributor for such expenses in accordance with the terms of a service plan (the “Service Plan”),
as such Service Plan may be in effect from time to time; provided, however, that no service fee
payments shall be due or paid to the Distributor hereunder with respect to a class of Shares unless
and until this Agreement shall have been approved for each such class by a majority of the Board of
Trustees of the Fund and by a majority of the Disinterested Trustees by vote cast in person at a
meeting called for the purpose of voting on this Agreement. The Fund reserves the right to
terminate such Service Plan with respect to a class of Shares at any time, as specified in the
Plan. The persons authorized to direct the payment of funds pursuant to this Agreement and the
Service Plan shall provide to the Fund’s Board of Trustees, and the Trustees shall review, at least
quarterly, a written report with respect to each of such classes of Shares of the amounts paid as
service fees for each such class of Shares.
TENTH: The Distributor will accept orders for the purchase of Shares only to the extent of
purchase orders actually received and not in excess of such orders, and it will not avail itself of
any opportunity of making a profit by expediting or withholding orders. The Fund may reject
purchase orders where, in the judgment of the Fund, such rejection is in the best interest of the
Fund.
ELEVENTH: The Fund and the Distributor shall each comply with all applicable provisions of
the 1940 Act, the Securities Act of 1933, as amended, and of all other federal and state laws,
rules and regulations governing the issuance and sale of the Shares.
TWELFTH:
(A) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard
of obligations or duties hereunder on the part of the Distributor, the Fund shall indemnify the
Distributor against any and all claims, demands, liabilities and expenses which the Distributor may
incur under the Securities Act of 1933, or common law or otherwise, arising out of or based upon
any alleged untrue statement of a material fact contained in any registration statement or
Prospectus, or any omission to state a material fact therein, the omission of which makes any
statement contained therein misleading, unless such statement or omission was made in reliance
upon, and in conformity with, information furnished to the Fund in connection therewith by or on
behalf of the Distributor. The Distributor shall indemnify the Fund and the Shares against any and
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all claims, demands, liabilities and expenses which the Fund or the Shares may incur arising out of
or based upon any act or deed of the Distributor or its sales representatives which has not been
authorized by the Fund in its Prospectus or in this Agreement.
(B) The Distributor shall indemnify the Fund against any and all claims, demands, liabilities
and expenses which the Fund may incur under the Securities Act of 1933, as amended, or common law
or otherwise, arising out of or based upon any alleged untrue statement of a material fact
contained in any registration statement or Prospectus, or any omission to state a material fact
therein if such statement or omission was made in reliance upon, and in conformity with,
information furnished to the Fund in connection therewith by or on behalf of the Distributor.
(C) Notwithstanding any other provision of this Agreement, the Distributor shall not be
liable for any errors of the transfer agent(s) of the Fund, or for any failure of any such transfer
agent to perform its duties.
THIRTEENTH: Nothing herein contained shall require the Fund to take any action contrary to
any provision of its Agreement and Declaration of Trust, as amended, or to any applicable statute
or regulation.
FOURTEENTH: This Agreement shall become effective with respect to the Shares upon its
approval by the Board of Trustees of the Fund and by a vote of the majority of the trustees of the
Fund who are not interested parties to this Agreement or “interested persons” (as defined in
Section 2(a)(19) of the 0000 Xxx) of any party to this Agreement cast in person at a meeting called
for such purpose, shall continue in force and effect until June 30, 2012, and shall continue in
force and effect from year to year thereafter, provided, that such continuance is specifically
approved at least annually (a)(i) by the Board of Trustees of the Fund or (ii) by the vote of a
majority of the outstanding Shares (as defined in Section 2(a)(42) of the 1940 Act), and (b) by
vote of a majority of the trustees of the Fund who are not parties to this Agreement or “interested
persons” (as defined in Section 2(a)(19) of the 0000 Xxx) of any party to this Agreement cast in
person at a meeting called for such purpose.
FIFTEENTH:
(A) This Agreement may be terminated with respect to the Shares at any time, without the
payment of any penalty, by vote of the Board of Trustees of the Fund or by vote of a majority of
the outstanding Shares, or by the Distributor, on sixty (60) days’ written notice to the other
party; and
(B) This Agreement shall automatically terminate in the event of its assignment, the term
“assignment” having the meaning set forth in Section 2(a)(4) of the 1940 Act.
SIXTEENTH: Any notice under this Agreement shall be in writing, addressed and delivered, or
mailed postage prepaid, to the other party at such address as the other party may designate for the
receipt of notices. Until further notice to the other party, the address of the Fund shall be 0000
Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, XX 00000 and the address of the Distributor shall be 00 Xxxxxxxx
Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000-0000.
SEVENTEENTH: Notice is hereby given that, as provided by applicable law, the obligations of
or arising out of this Agreement are not binding upon any of the shareholders of the Fund
individually, but are binding only upon the assets and property of the Fund and that the
shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same
limitation on personal liability as stockholders of private corporations for profit.
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EIGHTEENTH: This Agreement shall be deemed to be a contract made in the State of Delaware and
governed by, construed in accordance with and enforced pursuant to the internal laws of the State
of Delaware without reference to its conflicts of laws rules.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in duplicate on the
day and year first above written.
| INVESCO XXX XXXXXX SENIOR LOAN FUND |
||||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Senior Vice President | |||
| INVESCO DISTRIBUTORS, INC. |
||||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Senior Vice President | |||
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