FOURTH AMENDED AND RESTATED INTERFUND LOAN AGREEMENT April 30, 2010
FOURTH AMENDED AND RESTATED
INTERFUND LOAN AGREEMENT
INTERFUND LOAN AGREEMENT
April 30, 2010
Fourth Amended and Restated Interfund Loan Agreement (the “Agreement”), dated as of the date
first written above, by and among AIM Counselor Series Trust (Invesco Counselor Series Trust)
(“ACST”); AIM Equity Funds (Invesco Equity Funds) (“AEF”); AIM Funds Group (Invesco Funds Group)
(AFG”); AIM Growth Series (Invesco Growth Series) (“AGS”); AIM International Mutual Funds (Invesco
International Mutual Funds) (“AIMF”); AIM Investment Funds (Invesco Investment Funds) (“AIF”); AIM
Investment Securities Funds (Invesco Investment Securities Funds) (“AISF”); AIM Sector Funds
(Invesco Sector Funds) (“ASEF”); AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds) (“XXXX”); AIM
Treasurer’s Series Trust (Invesco Treasurer’s Series Trust) (“ATST”); AIM Variable Insurance Funds
(Invesco Variable Insurance Funds) (AVIF”) and Short-Term Investments Trust (“STIT”) (each, a
“Fund” and collectively, the “Funds”), with respect to their series of shares shown on Annex A
attached hereto (each, a “Portfolio” and collectively, the “Portfolios”), as the same may be
amended from time to time, and Invesco Advisers, Inc. (the “Adviser”);
WHEREAS, each of the Funds is an open-end management company and each Portfolio is separately
managed in accordance with its own investment objectives and restrictions;
WHEREAS, certain of the Portfolios listed on Annex A hereto, desire to borrow funds for
temporary purposes to satisfy redemption requests or to cover Temporary Overdrafts (as defined
below) (each such borrowing Portfolio is hereinafter referred to as a “Borrower”);
WHEREAS, certain Portfolios are willing to lend funds to one or more Portfolios from time to
time on the terms set forth below (each such lending Portfolio is hereinafter referred to as a
“Lender”);
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Definitions. As used herein, the following terms shall have meanings
assigned to them below:
“1940 Act” means the Investment company Act of 1940, as amended.
“Bank” has the meaning ascribed to that term in the 1940 Act and the rules and regulations
thereunder.
“Bank Loan Rate” means the rate calculated by the Adviser according to a formula established
by the Trustees intended to approximate the lowest interest rate at which bank short-term loans
would be available to the Funds.
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“Borrowing Instructions” has the meaning specified in Section 3.1.
“Business Day” means a day on which the New York Stock Exchange, Inc. is open for the purpose
of transacting business.
“Cash Management Team” means the Adviser money market investment professionals (including the
portfolio manager for LAP) and personnel of the Adviser fund accounting department who are
responsible for administering the interfund credit facility.
“Credit Arrangements” means the credit arrangements that a Fund may have with respect to a
Portfolio for borrowing for temporary or emergency purposes in connection with net redemptions of
the Portfolios or to cover Temporary Overdrafts.
“Custodian” means the entity which acts as the Borrower’s custodian for purposes of Section
17(f) of the 1940 Act.
“Interest Rate” means a daily interest rate that is the average of the Repo Rate and the Bank
Loan Rate.
“LAP” means the Institutional Class of Liquid Asset Portfolio, a series of Short-Term
Investments Trust, or any successor thereto or, in the event such portfolio has terminated
operations without its assets having been acquired by a successor, the general money market fund
advised by the Adviser having the greatest amount of net assets or, in the event there is no such
fund, the United States registered general money market fund advised by an entity controlling,
controlled by or under common control with, the Adviser having the greatest amount of net assets.
“Lending Instructions” has the meaning specified in Section 3.1.1.
“Loan” has the meaning specified in Section 2.
“Loan Account” has the meaning specified in Section 3.5.
“Maximum Amount” has the meaning specified in Section 2.
“Money Market Funds” means Invesco Money Market Fund, a portfolio of AISF; Invesco Tax-Exempt
Cash Fund, a portfolio of XXXX; Invesco V.I. Money Market Fund, a portfolio of AVIF; Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, portfolios of
ATST; Cash Assets Portfolio, Liquid Assets Portfolio, STIC Prime Portfolio, Tax-Free Cash Reserve
Portfolio, Treasury Portfolio, Government TaxAdvantage Portfolio and Government & Agency Portfolio,
portfolios of STIT; and any future Portfolios that hold themselves out as money market funds.
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“Obligations” means all of the obligations (whether direct or indirect, absolute or
contingent, primary or secondary, due or to become due, now existing or hereafter arising) of a
Borrower to a Lender hereunder.
“Outstanding Secured Borrowing” means any loan advance made to a Portfolio either under this
Agreement or under a Bank Credit Arrangement which is secured by assets of the Portfolio.
“Pledge Demand” has the meaning specified in Section 3.11.
“Prospectus” means with respect to each Borrower the prospectus required to be delivered by
the Borrower to offerees of its securities pursuant to the Securities Act of 1933, as amended.
“Repo Rate” means the highest rate available to LAP from investments in overnight repurchase
agreements.
“SEC” means the Securities and Exchange Commission.
“Secured Loan” has the meaning in Section 2(e).
“Statement of Additional Information” means with respect to each Borrower the Statement of
Additional Information that must be provided by the Borrower to recipients of its Prospectus upon
request pursuant to rules and regulations adopted by the SEC.
“Temporary Overdraft” means a temporary overdraft occurring when a sale of a security “fails”
due to circumstances beyond the seller’s control, such as a delay in the delivery of cash to the
Fund’s custodian or improper delivery instructions by the broker effecting the transaction.
“Trustees” means the Board of Trustees of a Fund.
“Unsecured Loan” means any Loan other than a Secured Loan.
Section 2. Lending Facility. Subject to the terms and conditions of this Agreement,
each Lender may from time to time in its discretion loan its funds (“Loan”) to any Borrower. Each
Loan shall be made for a term of the lesser of (a) not less than one (1) and not more than seven
(7) Business Days or (b) the maturity of any outstanding loan or advance to the Borrower under its
Credit Arrangements. The maximum principal amount of all Loans outstanding with respect to any
Borrower at any time shall not exceed the Maximum Amount the Borrower is permitted to borrow at
such time under:
(a) applicable laws and regulations;
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(b) the provisions of Section 5.2;
(c) agreements with federal, state, local or foreign governmental authorities or regulators
applicable to the Borrower or limitations specified in the Order, all as amended and in effect from
time to time;
(d) limitations on borrowing adopted by the Borrower in its Prospectus, Statement of
Additional Information or elsewhere, as amended and in effect from time to time; and
(e) in the case of Loans for which the Borrower is required to provide collateral pursuant to
Section 3.11 (“Secured Loans”), any limitations specified in the Security Agreement and limitations
on the pledging of assets adopted by the Borrower in its Prospectus, Statement of Additional
Information or elsewhere.
As used herein, the term “Maximum Account” means the maximum amount that the Borrower is
permitted to borrow in accordance with the provisions of the preceding sentence.
Section 3. Loans.
§3.1. Procedural Requirements. All Loans shall be requested and funded in accordance
with the procedures set forth herein and such other procedures as may be adopted from time to time
by the Trustees of each Fund.
§3.1.1. Borrowing and Lending Instructions. The Portfolios, other than the Money
Market Funds, shall provide the Cash Management Team with standing instructions as to their desire
to act as a Borrower when and if such Portfolio has borrowing needs (“Borrowing Instructions”)
and/or as a Lender when such Portfolio has uninvested cash balances (“Lending Instructions”). The
Money Market Funds shall provide daily Borrowing and/or Lending Instructions to the Cash Management
Team as to the amount of cash, if any, any such Portfolio of such Fund desires to borrow or lend.
The Portfolios may revoke or change Borrowing or Lending Instructions by notifying the Cash
Management Team.
§3.1.2. Allocation Procedures. On each occasion that a Portfolio that has provided
Borrowing Instructions to the Cash Management Team has borrowing needs, the Cash Management Team
will seek to match the amount and term of the Portfolio’s borrowing needs with the cash available
from the Portfolios that have provided Lending Instructions in accordance with allocation and
administrative procedures established by the Trustees.
No Loan may be allocated to a Lender with respect to a Portfolio unless the Interest Rate is
higher than the Repo Rate and, if applicable, the yield on LAP, and lower than the Bank Loan Rate.
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§3.1.3. Funding the Loans. If a Loan has been allocated to a Lender and Borrower
pursuant to Section 3.1.2, and the Loan is otherwise in compliance with the requirements set forth
in the Order, the Lender shall make such Loan to the Borrower. Each Loan made by the Lender to the
Borrower shall be wired (or transferred if Borrower and Lender have the same Custodian) at the
Borrower’s expense in accordance with the wiring instructions for each Fund maintained by the
Adviser, as in effect from time to time, to an account maintained on the Borrower’s behalf by its
Custodian for the Portfolio in respect of which such Loan is made.
§3.1.4. Obligations Arising from Loan. Each Loan made by the Lender to the Borrower
shall;
(a) obligate the Borrower to borrow the principal amount of the Loan at the Interest Rate
applicable thereto for the term thereof solely for use by the Borrower;
(b) constitute a representation and warranty by the Borrower to the Lender that (i) the Loan
requested thereby (A) is permitted under the Borrower’s most recent Prospectus and Statement of
Additional Information, (B) is in accordance with the requirements of any applicable SEC order of
exemption applicable to the Borrower, (C) will not, when made, cause the aggregate indebtedness of
the Borrower to exceed the Maximum Amount then in effect, and (D) will be used by the Borrower only
in accordance with the provisions of Section 3.7 hereof, and (ii) all of the representations and
warranties of the Borrower contained in Section 4 hereof are true and correct as of the date of
such Loan as though made on and as of such dates; and
(c) constitute a representation and warranty by the Lender to the Borrower that the Loan
thereby (i) is permitted under the Lender’s most recent Prospectus and Statement of Additional
Information, and (ii) is in accordance with the requirements of the Order.
§3.2. Repayment of Loans. The principal amount of each Loan shall be repaid by the
Borrower from the assets of the Borrower upon the earlier of (a) one Business Day after demand by
the Lender or (b) the expiration of the term of such Loan.
§3.3. Interest. The outstanding principal amount of each Loan shall bear interest
until maturity at the Interest Rate. Interest accrued on each Loan shall be paid by the Borrower
upon the earlier of (a) demand, or (b) the maturity of such Loan. Amounts overdue hereunder
(including, without limitation, overdue principal, and, to the extent permitted by law, overdue
interest, fees, charges and expenses) shall bear interest until paid at a rate equal to the sum of
(a) the Interest Rate applicable to such Loan prior to its maturity and (b) such additional amount
not to exceed 2%, as may be determined by an independent arbitrator of disputes previously approved
by the Trustees of both Borrower and Lender except that in the case of an Event of Default under
Section 6.2.2 such additional amount shall equal 2%.
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§3.4. Prepayments. Loans may be prepaid without penalty prior to the date on which
such Loan is due and payable.
§3.5. Loan Records Accounts. Promptly after a Loan has been made, the Cash Management
Team shall note on its records for the Borrower and Lender, confirming (a) the principal amount of
such Loan, (b) the Interest Rate applicable thereto and (c) the maturity thereof. The Cash
Management Team will maintain a separate account on its books for each Lender and Borrower (a “Loan
Account”) on which will be recorded, in accordance with the Adviser’s customary accounting
practice, (a) all Loans made by a Lender to a Borrower, (b) all payments of such Loans made to a
Lender and (c) all other charges and expenses properly chargeable to the Borrower. The debit
balance of each Portfolio’s Loan Account shall reflect the amount of the Borrower’s indebtedness
from time to time to the Lenders hereunder. Any written statement maintained by the Cash
Management Team regarding the Loan shall, in the absence of manifest error, constitute conclusive
evidence of the indebtedness of the Borrower to the Lender as of the date of such statement,
provided, however, that the failure of the Cash Management Team to make such
statement shall not impair the validity or binding nature of the Borrower’s Obligations with
respect to such Loan.
§3.6. Computations. All computations hereunder shall be computed on the basis of the
actual number of days elapsed and either (a) a 360-day year or (b) the actual number of days in the
year, as determined by the Cash Management Team when it sets the Interest Rate.
§3.7. Use of Proceeds. The proceeds of each Loan made hereunder with respect to any
Portfolio shall be used only by such Portfolio for temporary or emergency purposes in accordance
with its Prospectus and Statement of Additional Information to satisfy redemption requests or to
cover Temporary Overdrafts.
§3.8. Discretionary Facility. It is acknowledged and agreed by each Borrower that
each Lender has no obligation to make any Loan hereunder unless it has issued Lending Instructions,
and that the decision whether or not to issue Lending Instructions under this Agreement is within
the sole and exclusive discretion of each Lender. It is acknowledged and agreed by each Lender
that no Borrower is obligated to borrow money hereunder unless it has issued Borrowing
Instructions.
§3.9. Termination of Participation in Interfund Credit Facility. Each Lender and each
Borrower may terminate its participation in this Agreement at any time by written notice to the
Cash Management Team.
§3.10. Recourse to Assets. Loans made to any Portfolio shall be repaid solely from
the assets of such Portfolio, and a Lender shall have no right of recourse or offset against the
assets of any other Portfolio with respect to such Loans or any default in respect thereto. Each
Lender’s liability under this Agreement with respect to a Loan shall be solely
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limited to the Lender’s assets and each Borrower hereby waives any and all rights it may have
against any other Portfolios with respect to such Loan or any default by Lender with respect
thereto.
§3.11. Collateral Security for Loans. As a condition precedent to making any Loan to
any Borrower or continuing any Loan made to any Borrower hereunder, (a) the Lender may require, by
written notice to the Borrower or (b) the Lender shall require in the event that the Borrower’s
outstanding borrowings from all sources immediately after the Loan would exceed 10% of its total
assets, or the Borrower has Outstanding Secured Borrowings, that the Borrower pledge stock or other
securities as collateral for such Loan (“Pledge Demand”). The minimum market value of the stock
and other portfolio securities of the Borrower required to be pledged to the Lender hereunder with
respect to any Secured Loan shall be determined by the Lender in its discretion but, in all cases,
shall be not less than the 102% of the outstanding principal value of the loan. Each pledge of
collateral required pursuant to this Section 3.11 shall be made in accordance with and subject to
the terms and conditions set forth in a security agreement in form satisfactory to Borrower and
Lender, and shall be effected (a) in the case of any pledge required as a condition precedent to
making any Secured Loan hereunder, prior to making such Secured Loans, and (b) in the case of any
pledge required as a condition precedent to continuing any Loan hereunder, within 24 hours after
delivery to the Borrower of the Pledge Demand therefor or the occurrence of the conditions
specified in (b) above.
§3.12. Confirmation. The obligations of the Borrower to repay the unpaid principal
amount of the Loan made to it by the Lender and to pay interest thereon shall be evidenced by the
Lender’s records as well as by a confirmation of loan in the form of Exhibit I, confirming the
principal amount, the Interest Rate and the maturity date of the Loan.
Section 4. Representations and Warranties.
Each Borrower represents and warrants to each Lender and each Lender represents and warrants
to each Borrower on the date hereof, and as to any Borrower or Lender on the date of any borrowing,
as follows:
(a) It is a Portfolio of a Fund that is duly organized and validly existing under the laws of
its jurisdiction of organization and is qualified to do business in every other jurisdiction where
lack of such qualification would have a material adverse effect on the business, assets or
condition (financial or otherwise) of the Fund.
(b) The Fund is registered as an open-end management investment company under the 1940 Act.
(c) The execution, delivery and performance by the Fund of this Agreement on behalf of itself
and its Portfolios are (i) within its power, (ii) have been duly authorized by all necessary
action, and (iii) will not (A) contribute to or result in a breach of or default under or
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conflict with any existing law, order, regulation or ruling of any governmental or regulatory
agency or authority, any order, writ, injunction or ruling of any court or other tribunal, or any
indenture, lease agreement, instrument or other undertaking to which the Fund is a party or by
which it or its property or assets may be bound or affected, or (B) result in the imposition of any
liens or encumbrances on any property or assets of the Fund or (C) require any additional approval
or consent of, or filling with, shareholders of such Fund or any governmental or regulatory agency
or authority bearing on the validity of any borrowing pursuant to this Agreement, or (D) violate
any provision of the Fund’s organizational documents or bylaws, or any amendment thereof or any
provision of its most recent Prospectus or Statement of Additional Information.
(d) This Agreement is a legally valid and binding obligation of the Fund, enforceable against
the Fund in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws or equitable principles relating to or
limiting the rights of creditors generally.
(e) No additional authorization, approval, or other action by, and no notice to or filing
with, any shareholder of the Fund, creditor, or governmental or regulatory agency or authority is
required for the due and valid execution, delivery and performance of this Agreement by the Fund or
the exercise by the Fund of any rights and remedies under this Agreement.
Section 5. Covenants.
§5.1. Covenants in Effect Until Termination of Agreement. Until all of the
obligations have been performed in full and its participation in the Lending Facility has been
terminated as provided herein, each Borrower covenants as follows:
(a) At any time and from time to time, it will, at its own expense, promptly execute and
deliver or file all further instruments and documents, and take all further action, that may be
necessary or desirable, or that the Lender may request, in order to perfect, protect, validate or
preserve any security interest granted, or pledged to the Lender pursuant to Section 3.11 or to
enable the Lender to exercise and enforce its rights and remedies thereunder with respect thereto.
(b) It will file all federal and other tax returns, reports and declarations required by all
relevant jurisdictions on or before the due dates for such returns, reports and declarations and
will pay all taxes and other governmental assessments and charges as and when they become due.
(c) It will comply with all of its investment policies and restrictions and all applicable
laws, regulations and governmental or regulatory directives.
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(d) It will promptly notify the Lender of any material change in its agreements with
governmental authorities or regulators or its investment policies or restrictions.
(e) It will make available to the Lender upon request from time to time the most recent
reports required by Section 30(d) of the 1940 Act.
(f) Upon request from the Lender from time to time, it will furnish to the Lender at
reasonable times and intervals any information with respect to its financial standing and history
or its property or business or prospects.
(g) Within 60 days after the date of this Agreement or such earlier time as may be necessary
to comply with Section 3.11, the Borrower shall deliver an agreement, in a form satisfactory to
each Lender duly executed by the Borrower and its Custodian, that establishes procedures for the
making, maintaining and releasing each pledge of securities required by Section 3.11.
§5.2. Covenants in Effect While Loans are Outstanding. Each Borrower covenants that,
so long as any principal of or interest on any Loan made to it is outstanding:
(a) It will not, as long as any Unsecured Loan is outstanding hereunder, create or permit to
exist any encumbrance in favor of any person or entity other than the Lender upon any of the assets
of the Borrower other than encumbrances created in connection with portfolio investments of the
Borrower to the extent permitted by the provisions of its Prospectus and Statement of Additional
Information applicable to such Portfolio (and not for the primary purpose of borrowing money) such
as: (i) margin amounts on futures contracts and options on futures contracts, (ii) segregated
assets to cover a call or to secure a put, or to cover short sales against the box or open
positions under currency forward contracts, (iii) obligations to resell securities in connection
with the purchase of such securities under repurchase agreements, and (iv) obligations to redeliver
cash or securities in connection with pledges of such cash or securities in favor of the Borrower
under securities lending agreements and master note agreements.
(b) It will not take out any Loan that (1) immediately after such loan would cause the total
of such Portfolio’s loans to exceed 33-1/3% of the Borrower’s total assets (or such lesser
percentage as provided in a Borrower’s Prospectus and Statement of Additional Information), or (2)
would cause such Portfolio’s total loans to exceed 10% of such Portfolio’s total assets unless any
Loan hereunder is secured in accordance with Section 3.11.
(c) Unless the Fund has a policy that prevents it from borrowing for other than temporary or
emergency purposes (and not for leveraging), it will not, as long as any Loan made with respect to
the Portfolio is outstanding, allow the total amount of such Portfolio’s Loans, as measured on the
day when the most recent Loan was made, to exceed the greater of
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125% of such Portfolio’s total net cash redemptions and 102% of Temporary Overdrafts for the
preceding seven (7) calendar days.
(d) It will notify Lender if it draws on its Credit Arrangements, borrows from other Lenders
under the Agreement, or borrows from other parties.
(e) It will notify the Lender promptly of (i) any material change in its method of business,
Prospectus or Statement of Additional Information, and (ii) the occurrence of any event which would
make any of the representations and warranties contained herein, or in any document, instrument or
certificate delivered in connection herewith, untrue or inaccurate in any material respect.
Section 6. Default.
§6.1. Events of Default. The occurrence of any one or more of the following events
(“Events of Default”) shall constitute an immediate Event of Default with respect to the Borrower
(it being understood that an Event of Default with respect to one Borrower shall not constitute an
Event of Default of any other Borrower):
(a) The Borrower shall fail to pay principal of, or interest on, any Loan as and when due, or
the Borrower shall fail to perform any of its other Obligations; or
(b) There shall be a default by the Borrower under any Credit Arrangement, whether such Credit
Arrangement now exists or shall hereafter be created, which default extends beyond any period of
grace provided with respect thereto and which default relates to (i) the obligations to pay the
principal of or interest on any such indebtedness under the Credit Arrangement or (ii) an
obligation other than the obligation to pay the principal of or interest on any such indebtedness
and the effect of such default is to cause, or to permit the lender under the Credit Arrangement to
cause, with the giving of notice if required, such indebtedness to become due prior to its stated
maturity.
(c) Any representation or warranty made by the Borrower in Section 4, or in connection with
any Loan made to or pledge of pledged collateral made by the Borrower, shall prove to have been
incorrect in any material respect when made; or
(d) The Borrower shall generally not pay its debts as such debts become due, or shall admit in
writing its inability to pay its debts generally, or shall make a general assignment for the
benefit of creditors; or any governmental or public authority shall take over possession or control
of a substantial part or the Borrower’s business; or any of the Borrower’s property shall become
subject to attachment or other involuntary lien or levy; or any action or proceeding shall be
commenced by the Borrower seeking to adjudicate it as bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy,
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insolvency or reorganization or relief of debtors, seeking the entry of an order for relief or
the appointment of a receiver, trustee, of similar official for it or for any substantial part of
its property, or any such proceeding is commenced against it which results in the entry of an order
for such relief or such proceeding is not dismissed or stayed for a period of 60 days following
such commencement.
§6.2. Remedies.
§6.2.1. Arbitration. In the event an Event of Default has occurred and not been cured
within two Business Days from the Loan’s maturity or from the time the Lender makes a demand for
payment (and none of the Events of Default specified in Section 6.1(b) or (d) has occurred), the
Lender and the Borrower agree that such matter shall be submitted for binding arbitration to an
independent arbitrator selected by the Trustees of the Lender and Borrower. Such arbitrator’s
decision shall be binding and conclusive between the Lender and the Borrower. Such arbitrator
shall submit a written report of any dispute to the Trustees.
6.2.2. Other Rights and Remedies. If an Event of Default has occurred and has not
been resolved pursuant to Section 6.2.1 or an Event of Default specified in Section 6.1 (b) or (d)
has occurred, then the Lender shall be entitled to exercise any and all rights and remedies
available to it at law or in equity, including without limitation any rights and remedies that may
be available to it under the security agreement referred to in Section 3.11 with respect to the
affected Borrower and the Borrower shall pay to the Lender all reasonable expenses and
disbursements incurred by the Lender in connection with the enforcement of its rights and remedies
under this Agreement including the reasonable fees and out-of-pocket expenses of counsel for the
Lender with respect thereto.
Section 7. Notice. Except as otherwise expressly provided herein, all notices
hereunder to any party shall be in writing and shall be delivered by hand, mailed by United States
registered or certified first-class mail, postage prepaid or sent by telegraph, telex or telecopy,
addressed to such party to the attention of the person specified in the following sentence at the
address set forth for such party in Annex B hereto, or to such other person or address as such
party may designate to the other party hereto by notice delivered in accordance with this Section
7. All notices to the Borrower shall be addressed to the Treasurer of the Borrower and all notices
from the Borrower to the Lender shall be addressed to the Treasurer of the Lender.
Section 8. Amendments. Neither this Agreement nor any provision hereof may be amended
in any respect except by a statement in writing executed by the parties hereto.
Section 9. Assignment. All of the terms of this Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their respective successors
and assigns; provided, that the Borrower may not assign or transfer any of its rights or
obligations hereunder without the prior written consent of the Lender.
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Section 10. Section Heading. The descriptive section headings in this Agreement have
been inserted for convenience of reference only and shall not be deemed to limit or otherwise
affect the construction of any provision hereof.
Section 11. Counterparts. This Agreement and the documents contemplated hereby may be
executed simultaneously in any number of counterparts each of which when so executed and delivered
shall be an original; but all of which shall together constitute but one and the same document.
Section 12. Separability. If any of the provisions of this Agreement or any
instrument delivered hereunder or the application thereof to any party hereto or to any person or
circumstances is held invalid, the remainder of this Agreement or such instrument and the
application thereof to any party hereto or to any other person or circumstances shall not be
affected thereby.
Section 13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 14. Entire Agreement. This Agreement and the other documents contemplated
hereby and executed in connection herewith express the entire understanding of the parties with
respect to the transactions contemplated hereby.
Section 15. Limitation of Liability of Trustees. This instrument is executed on
behalf of the Trustees of the Funds that are Delaware statutory trusts as trustees and not
individually and the obligations of this instrument are not binding upon any of the trustees or
shareholders individually but are binding only upon the assets and property of the Fund in
accordance with Section 3.10.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed
as an instrument under seal by its duly authorized officer as of the date first written above.
On behalf of itself and on behalf of its Portfolios listed on Annex A hereto, as such Annex may be
amended from time to time:
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
AIM TREASURER’S SERIES TRUST (INVESCO TREASURER’S SERIES TRUST)
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
AIM TREASURER’S SERIES TRUST (INVESCO TREASURER’S SERIES TRUST)
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
| SHORT-TERM INVESTMENTS TRUST |
||||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Senior Vice President | |||
Accepted and Agreed to with respect to the specific obligations imposed on the undersigned by
Sections 3.1.1, 3.1.2, 3.1.3, 3.5 and 3.6.
| INVESCO ADVISERS, INC. |
||||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Senior Vice President | |||
13
(as revised January 7, 2011)
ANNEX A
Portfolios That May Participate
As Borrowers And Lenders In Interfund Lending Facility
Portfolios That May Participate
As Borrowers And Lenders In Interfund Lending Facility
| Fund | Portfolio | |
AIM COUNSELOR SERIES TRUST |
||
(INVESCO COUNSELOR SERIES TRUST) |
||
| Invesco Balanced Fund | ||
| Invesco California Tax-Free Income Fund | ||
| Invesco Core Plus Bond Fund | ||
| Invesco Dividend Growth Securities Fund | ||
| Invesco Equally-Weighted S&P 500 Fund | ||
| Invesco Floating Rate Fund | ||
| Invesco Fundamental Value Fund | ||
| Invesco Large Cap Relative Value Fund | ||
| Invesco Multi-Sector Fund | ||
| Invesco New York Tax-Free Income Fund | ||
| Invesco S&P Index Fund | ||
| Invesco Select Real Estate Income Fund | ||
| Invesco Structured Core Fund | ||
| Invesco Xxx Xxxxxx American Franchise Fund | ||
| Invesco Xxx Xxxxxx Core Equity Fund | ||
| Invesco Xxx Xxxxxx Equity and Income Fund | ||
| Invesco Xxx Xxxxxx Equity Premium Income Fund | ||
| Invesco Xxx Xxxxxx Growth & Income Fund | ||
| Invesco Xxx Xxxxxx Pennsylvania Tax Free Income Fund | ||
| Invesco Xxx Xxxxxx Small Cap Growth Fund | ||
AIM EQUITY FUNDS |
||
(INVESCO EQUITY FUNDS) |
||
| Invesco Capital Development Fund | ||
| Invesco Charter Fund | ||
| Invesco Constellation Fund | ||
| Invesco Disciplined Equity Fund | ||
| Invesco Diversified Dividend Fund | ||
| Invesco Large Cap Basic Value Fund |
| Fund | Portfolio | |
| Invesco Large Cap Growth Fund | ||
| Invesco Summit Fund | ||
AIM FUNDS GROUP |
||
(INVESCO FUNDS GROUP) |
||
| Invesco Basic Balanced Fund | ||
| Invesco European Small Company Fund | ||
| Invesco Global Core Equity Fund | ||
| Invesco International Small Company Fund | ||
| Invesco Mid Cap Basic Value Fund | ||
| Invesco Select Equity Fund | ||
| Invesco Small Cap Equity Fund | ||
AIM GROWTH SERIES |
||
(INVESCO GROWTH SERIES) |
||
| Invesco Balanced-Risk Retirement Now Fund | ||
| Invesco Balanced-Risk Retirement 2010 Fund | ||
| Invesco Balanced-Risk Retirement 2020 Fund | ||
| Invesco Balanced-Risk Retirement 2030 Fund | ||
| Invesco Balanced-Risk Retirement 2040 Fund | ||
| Invesco Balanced-Risk Retirement 2050 Fund | ||
| Invesco Basic Value Fund | ||
| Invesco Conservative Allocation Fund | ||
| Invesco Global Equity Fund | ||
| Invesco Growth Allocation Fund | ||
| Invesco Income Allocation Fund | ||
| Invesco International Allocation Fund | ||
| Invesco Mid Cap Core Equity Fund | ||
| Invesco Moderate Allocation Fund | ||
| Invesco Moderate Growth Allocation Fund | ||
| Invesco Moderately Conservative Allocation Fund | ||
| Invesco Small Cap Growth Fund | ||
| Invesco Xxx Xxxxxx Asset Allocation Conservative Fund | ||
| Invesco Xxx Xxxxxx Asset Allocation Growth Fund | ||
| Invesco Xxx Xxxxxx Asset Allocation Moderate Fund | ||
| Invesco Xxx Xxxxxx Harbor Fund |
| Fund | Portfolio | |
| Invesco Xxx Xxxxxx Leaders Fund | ||
| Invesco Xxx Xxxxxx Real Estate Securities Fund | ||
| Invesco Xxx Xxxxxx U.S. Mortgage Fund | ||
AIM INTERNATIONAL MUTUAL FUNDS |
||
(INVESCO INTERNATIONAL MUTUAL FUNDS) |
||
| Invesco Asia Pacific Growth Fund | ||
| Invesco European Growth Fund | ||
| Invesco Global Growth Fund | ||
| Invesco Global Small & Mid Cap Growth Fund | ||
| Invesco International Core Equity Fund | ||
| Invesco International Growth Fund | ||
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS) |
||
| Invesco Balanced-Risk Allocation Fund | ||
| Invesco Balanced-Risk Commodity Strategy Fund | ||
| Invesco China Fund | ||
| Invesco Commodities Strategy Fund | ||
| Invesco Developing Markets Fund | ||
| Invesco Emerging Market Local Currency Debt Fund | ||
| Invesco Endeavor Fund | ||
| Invesco Global Fund | ||
| Invesco Global Advantage Fund | ||
| Invesco Global Dividend Growth Securities Fund | ||
| Invesco Global Health Care Fund | ||
| Invesco Health Sciences Fund | ||
| Invesco International Growth Equity Fund | ||
| Invesco International Total Return Fund | ||
| Invesco Japan Fund | ||
| Invesco LIBOR Alpha Fund | ||
| Invesco Pacific Growth Fund | ||
| Invesco Small Companies Fund | ||
| Invesco Xxx Xxxxxx Emerging Markets Fund | ||
| Invesco Xxx Xxxxxx Global Bond Fund | ||
| Invesco Xxx Xxxxxx Global Equity Fund | ||
| Invesco Xxx Xxxxxx Global Franchise Fund | ||
| Invesco Xxx Xxxxxx Global Tactical Asset Allocation Fund |
| Fund | Portfolio | |
| Invesco Xxx Xxxxxx International Advantage Fund | ||
| Invesco Xxx Xxxxxx International Growth Fund | ||
AIM INVESTMENT SECURITIES FUNDS |
||
(INVESCO INVESTMENT SECURITIES FUNDS) |
||
| Invesco Core Bond Fund | ||
| Invesco Dynamics Fund | ||
| Invesco Global Real Estate Fund | ||
| Invesco High Yield Fund | ||
| Invesco High Yield Securities Fund | ||
| Invesco Income Fund | ||
| Invesco Limited Maturity Treasury Fund | ||
| Invesco Money Market Fund | ||
| Invesco Municipal Bond Fund | ||
| Invesco Real Estate Fund | ||
| Invesco Short Term Bond Fund | ||
| Invesco U.S. Government Fund | ||
| Invesco Xxx Xxxxxx Core Plus Fixed Income Fund | ||
| Invesco Xxx Xxxxxx Corporate Bond Fund | ||
| Invesco Xxx Xxxxxx Government Securities Fund | ||
| Invesco Xxx Xxxxxx High Yield Fund | ||
| Invesco Xxx Xxxxxx Limited Duration Fund | ||
AIM SECTOR FUNDS |
||
(INVESCO SECTOR FUNDS) |
||
| Invesco Energy Fund | ||
| Invesco Financial Services Fund | ||
| Invesco Gold & Precious Metals Fund | ||
| Invesco Leisure Fund | ||
| Invesco Mid-Cap Value Fund | ||
| Invesco Small-Mid Special Value Fund | ||
| Invesco Special Value Fund | ||
| Invesco Technology Fund | ||
| Invesco Technology Sector Fund | ||
| Invesco U.S. Mid Cap Value Fund | ||
| Invesco U.S. Small Cap Value Fund | ||
| Invesco U.S. Small/Mid Cap Value Fund | ||
| Invesco Utilities Fund | ||
| Invesco Value Fund |
| Fund | Portfolio | |
| Invesco Value II Fund | ||
| Invesco Xxx Xxxxxx American Value Fund | ||
| Invesco Xxx Xxxxxx Capital Growth Fund | ||
| Invesco Xxx Xxxxxx Xxxxxxxx Fund | ||
| Invesco Xxx Xxxxxx Enterprise Fund | ||
| Invesco Xxx Xxxxxx Mid Cap Growth Fund | ||
| Invesco Xxx Xxxxxx Small Cap Value Fund | ||
| Invesco Xxx Xxxxxx Technology Fund | ||
| Invesco Xxx Xxxxxx Utility Fund | ||
| Invesco Xxx Xxxxxx Value Opportunities Fund | ||
AIM TAX-EXEMPT FUNDS |
||
(INVESCO TAX-EXEMPT FUNDS) |
||
| Invesco High Income Municipal Fund | ||
| Invesco Municipal Fund | ||
| Invesco Tax-Exempt Cash Fund | ||
| Invesco Tax-Exempt Securities Fund | ||
| Invesco Tax-Free Intermediate Fund | ||
| Invesco Xxx Xxxxxx California Insured Tax Free Fund | ||
| Invesco Xxx Xxxxxx High Yield Municipal Fund | ||
| Invesco Xxx Xxxxxx Insured Tax Free Income Fund | ||
| Invesco Xxx Xxxxxx Intermediate Term Municipal Fund | ||
| Invesco Xxx Xxxxxx Municipal Income Fund | ||
| Invesco Xxx Xxxxxx New York Tax Free Income Fund | ||
AIM TREASURER’S SERIES TRUST |
||
(INVESCO TREASURER’S SERIES TRUST) |
||
| Premier Portfolio | ||
| Premier Tax–Exempt Portfolio | ||
| Premier U.S. Government Money Portfolio | ||
AIM VARIABLE INSURANCE FUNDS |
||
(INVESCO VARIABLE INSURANCE FUNDS) |
||
| Invesco V.I. Balanced-Risk Allocation Fund | ||
| Invesco V.I. Basic Balanced Fund | ||
| Invesco V.I. Basic Value Fund | ||
| Invesco V.I. Capital Appreciation Fund |
| Fund | Portfolio | |
| Invesco V.I. Capital Development Fund | ||
| Invesco V.I. Core Equity Fund | ||
| Invesco V.I. Diversified Income Fund | ||
| Invesco V.I. Dividend Growth Fund | ||
| Invesco V.I. Dynamics Fund | ||
| Invesco V.I. Financial Services Fund | ||
| Invesco V.I. Global Dividend Growth Fund | ||
| Invesco V.I. Global Health Care Fund | ||
| Invesco V.I. Global Multi-Asset Fund | ||
| Invesco V.I. Global Real Estate Fund | ||
| Invesco V.I. Government Securities Fund | ||
| Invesco V.I. High Yield Fund | ||
| Invesco V.I. High Yield Securities Fund | ||
| Invesco V.I. Income Builder Fund | ||
| Invesco V.I. International Growth Fund | ||
| Invesco V.I. Large Cap Growth Fund | ||
| Invesco V.I. Leisure Fund | ||
| Invesco V.I. Mid Cap Core Equity Fund | ||
| Invesco V.I. Money Market Fund | ||
| Invesco V.I. S&P 500 Index Fund | ||
| Invesco V.I. Select Dimensions Balanced Fund | ||
| Invesco V.I. Select Dimensions Dividend Growth Fund | ||
| Invesco V.I. Select Dimensions Equally-Weighted S&P 500 Fund | ||
| Invesco V.I. Small Cap Equity Fund | ||
| Invesco V.I. Technology Fund | ||
| Invesco V.I. Utilities Fund | ||
SHORT-TERM INVESTMENTS TRUST |
||
| Government & Agency Portfolio | ||
| Government TaxAdvantage Portfolio | ||
| Liquid Assets Portfolio | ||
| STIC Prime Portfolio | ||
| Tax–Free Cash Reserve Portfolio | ||
| Treasury Portfolio |
ANNEX B
NOTICES
Notices to the Portfolios shall be delivered to the following address:
[name of Portfolio], [name of Fund]
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Treasurer
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: Treasurer
Notices to Invesco Advisers, Inc. shall be delivered to the following address:
Invesco Advisers, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: President
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: President
with a copy to:
Invesco Advisers, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: General Counsel
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attention: General Counsel
18
EXHIBIT I
INTERFUND LOAN CONFIRMATION
[Name of Lending Portfolio], a portfolio of [Name of Fund] confirms that pursuant to the Interfund
Loan Agreement by and among AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity
Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth Series (Invesco
Growth Series), AIM International Mutual Funds (Invesco International Mutual Funds), AIM Investment
Funds (Invesco Investment Funds), AIM Investment Securities Funds (Invesco Investment Securities
Funds), AIM Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt Funds),
AIM Treasurer’s Series Trust (Invesco Treasurer’s Series Trust), AIM Variable Insurance Funds
(Invesco Variable Insurance Funds), Short-Term Investments Trust and Invesco Advisers, Inc. dated
______________, 20__, it has today loaned to [name of Borrowing Portfolio], a portfolio of [name of
Fund], $________________, which loan shall mature on __________, 20__ and shall bear interest on
the principal balance payable on ____________at a rate equal to ______________ per annum.
Date_____________________
[Name of Fund of which Lending Portfolio is a portfolio]
By:______________________
[Name of Fund of which Borrowing Portfolio is a portfolio]
By:______________________
19
