Sub-Item 77Q1(a)
FOURTH AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
AIM INTERNATIONAL MUTUAL FUNDS
(INVESCO INTERNATIONAL MUTUAL FUNDS)
FOURTH AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of AIM
International Mutual Funds (Invesco International Mutual Funds) is made the
11/th/ day of April, 2017 by the parties signatory hereto, as Trustees.
WHEREAS the Trust was formed on December 6, 1999 by the filing of a
Certificate of Trust with the office of the Secretary of State of the State of
Delaware pursuant to a Declaration of Trust, dated as of December 6, 1999 (the
"Original Declaration");
WHEREAS the Trust has been formed to carry on the business of an
open-end management investment company as defined in the 1940 Act;
WHEREAS the Trustees have agreed to manage all property coming into
their hands as trustees of a Delaware statutory trust in accordance with the
provisions of the Delaware Statutory Trust Act, as amended from time to time,
and the provisions hereinafter set forth; and
WHEREAS the Board of Trustees desires to amend and restate the Original
Declaration in the manner hereinafter set forth.
NOW, THEREFORE, the Trustees hereby declare that:
(i) the Original Declaration is amended and restated in its entirety in
the manner hereinafter set forth;
(ii) all cash, securities and other assets that the Trust may from time
to time acquire in any manner shall be managed and disposed of upon the terms
and conditions as hereinafter set forth; and
(iii) this Amended and Restated Agreement and Declaration of Trust and
the Bylaws shall be binding in accordance with their terms on every Trustee, by
virtue of having become a Trustee of the Trust, and on every Shareholder, by
virtue of having become a Shareholder of the Trust, pursuant to the terms of
this Agreement and the Bylaws.
ARTICLE I
NAME, DEFINITIONS, PURPOSE AND CERTIFICATE OF TRUST
Section 1.1 Name. The name of the statutory trust is AIM International
Mutual Funds (Invesco International Mutual Funds), and the Trustees may
transact the Trust's affairs in that name or any other name as the Board of
Trustees may from time to time designate. The Trustees may, without Shareholder
approval, change the name of the Trust or any Portfolio or Class. Any name
change of any Portfolio or Class shall become effective upon approval by the
Trustees of such change or any document (including any Registration Statement)
reflecting such change. Any name change of the Trust shall become effective
upon the filing of a certificate of amendment under the Delaware Act reflecting
such change. Any such action shall have the status of an amendment to this
Agreement. In the event of any name change, the Trustees shall cause notice to
be given to the affected Shareholders
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within a reasonable time after the implementation of such change, which notice
will be deemed given if the changed name is reflected in any Registration
Statement. The Trust shall constitute a Delaware statutory trust in accordance
with the Delaware Act.
Section 1.2 Definitions. Whenever used herein, unless otherwise required by
the context or specifically provided in the Governing Instrument:
(a) "Affiliated Person," "Commission," "Company," "Interested Person,"
"Person," and "Principal Underwriter" shall have the meanings given
them in the 1940 Act, as modified by or interpreted by any applicable
order or orders of the Commission or any rules or regulations adopted
or interpretive releases of the Commission thereunder;
(b) "Agreement" means this Amended and Restated Agreement and Declaration
of Trust, as it may be amended, restated or supplemented from time to
time;
(c) "allocable" has the meaning specified in Section 2.5(d);
(d) "allocated" has the meaning specified in Section 2.5(d);
(e) "Board of Trustees" or "Board" shall mean the governing body of the
Trust, that is comprised of the number of Trustees of the Trust fixed
from time to time pursuant to Article III hereof, having the powers
and duties set forth herein;
(f) "Bylaws" means the Bylaws of the Trust as amended, restated or
supplemented from time to time by the Trustees;
(g) "Certificate of Trust" shall mean the certificate of trust of the
Trust filed on December 6, 1999 with the office of the Secretary of
State of the State of Delaware as required under the Delaware Act, as
such certificate may be amended or restated from time to time;
(h) "Class" means a portion of Shares of a Portfolio of the Trust
established in accordance with the provisions of Section 2.3(b);
(i) "Class Expenses" means expenses incurred by a particular Class in
connection with a shareholder services arrangement or a distribution
plan that is specific to such Class or any other differing share of
expenses or differing fees, in each case pursuant to a plan adopted by
the Trust pursuant to Rule 18f-3 under the 1940 Act, as such plan or
Rule may be amended from time to time;
(j) "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and the regulations promulgated thereunder;
(k) "Covered Person" means a person who is or was a Trustee, officer,
employee or agent of the Trust, or is or was serving at the request of
the Trustees as a director, trustee, partner, officer, employee or
agent of another foreign or domestic corporation, trust, partnership,
joint venture or other enterprise;
(l) "Delaware Act" refers to the Delaware Statutory Trust Act, 12 Del. C.
(S) 3801 et seq., as such Act may be amended from time to time;
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(m) "Governing Instrument" means collectively this Agreement, the Bylaws
and all written committee and sub-committee charters adopted by the
Trustees and any amendments or modifications thereto;
(n) "Majority Shareholder Vote" means the vote of "a majority of the
outstanding voting securities" (as defined in the 0000 Xxx) of the
Trust, Portfolio, or Class, as applicable;
(o) "Majority Trustee Vote" means the voting standard set forth in
Article II, Section 4 of the Bylaws;
(p) "1940 Act" means the Investment Company Act of 1940, as amended from
time to time, and the rules promulgated thereunder;
(q) "Outstanding Shares" means Shares shown on the books of the Trust or
any Portfolio or the Trust's transfer agent as then issued and
outstanding, and includes Shares of one Portfolio that the Trust has
purchased on behalf of another Portfolio, but excludes Shares of a
Portfolio that the Trust has redeemed or repurchased;
(r) "Portfolio" means a series of Shares of the Trust within the meaning
of Section 3804(a) of the Delaware Act, established in accordance with
the provisions of Section 2.3(a);
(s) "Proportionate Interest" has the meaning specified in Section 2.5(d);
(t) "Purchasing Portfolio" has the meaning specified in Section 2.9;
(u) "Record Owner" means, as of any particular time, a record owner of
Outstanding Shares of the Trust shown on the books of the Trust or any
Portfolio or the Trust's transfer agent as then issued and outstanding
at such time;
(v) "Registration Statement" shall mean the Trust's registration statement
or statements as filed with the Commission, as from time to time in
effect and shall include any prospectus or statement of additional
information forming a part thereof;
(w) "Schedule A" has the meaning specified in Section 2.3(a);
(x) "Selling Portfolio" has the meaning specified in Section 2.9;
(y) "Shareholder" means, as of any particular time, an owner of
Outstanding Shares, whether beneficially or of record, of the Trust;
(z) "Shares" means, as to a Portfolio or any Class thereof, the equal
proportionate transferable units of beneficial interest into which the
beneficial interest of such Portfolio or such Class thereof shall be
divided and may include fractions of Shares in 1/1000/th/ of a Share
or integral multiples thereof as well as whole Shares;
(aa) "Trust" means AIM International Mutual Funds (Invesco International
Mutual Funds), the Delaware statutory trust formed under the Original
Declaration, as amended and restated by this Agreement, and by filing
of the Certificate of
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Trust with the office of the Secretary of State of the State of
Delaware and governed by this Agreement, as such instruments may be
further amended, restated or supplemented from time to time, and
reference to the Trust, when applicable to one or more Portfolios,
shall refer to each such Portfolio;
(bb) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account
of the Trust or any Portfolio, or by the Trustees on behalf of the
Trust or any Portfolio; and
(cc) "Trustees" means the natural persons who have signed this Agreement as
trustees and all other natural persons who may from time to time be
duly appointed as Trustee in accordance with the provisions of
Section 3.4, or elected as Trustee by the Shareholders, in each case
so long as they shall continue to serve as trustees of the Trust in
accordance with the terms hereof, and reference herein to a Trustee or
to the Trustees shall refer to such natural persons in their capacity
as Trustees hereunder.
In this Agreement or in any amended, restated or supplemented Agreement,
references to this Agreement, and all expressions like "herein," "hereof," and
"hereunder," shall be deemed to refer to this Agreement as amended, restated or
supplemented. All expressions like "his," "he," and "him," shall be deemed to
include the feminine and neuter, as well as masculine, genders.
Section 1.3 Purpose. The purpose of the Trust is to conduct, operate and
carry on the business of an open-end management investment company registered
under the 1940 Act through one or more Portfolios investing primarily in
securities and to carry on such other business as the Trustees may from time to
time determine pursuant to their authority under this Agreement.
ARTICLE II
BENEFICIAL INTEREST
Section 2.1 Shares of Beneficial Interest. The beneficial interests of the
Trust shall be divided into an unlimited number of Shares. The Trust is
authorized (A) to establish and designate one or more series of beneficial
interests within the meaning of Section 3804(a) of the Delaware Act, which
shall constitute the Trust's Portfolio(s), and (B) to divide the Shares of any
Portfolio into one or more separate and distinct Classes. All Shares issued
hereunder, including without limitation, Shares issued in connection with a
dividend or other distribution in Shares or a split or reverse split of Shares,
shall be fully paid and nonassessable.
Section 2.2 Issuance of Shares. The Trustees in their discretion may, from
time to time, without vote of the Shareholders, issue Shares, in addition to
the then issued and Outstanding Shares, to such party or parties and for such
amount and type of consideration, subject to applicable law, including cash or
securities, at such time or times and on such terms as the Trustees may deem
appropriate, and may in such manner acquire other assets (including the
acquisition of assets subject to, and in connection with, the assumption of
liabilities) and businesses. In connection with any issuance of Shares, the
Trustees may issue fractional Shares. The Trustees may from time to time divide
or combine the Shares into a greater or lesser number without thereby changing
the proportionate beneficial interests in the Trust. Contributions to the Trust
may be accepted for, and Shares shall be redeemed as, whole Shares and/or
1/1,000/th/ of a Share or integral multiples thereof.
Section 2.3 Establishment of Portfolios and Classes.
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(a) The Trust shall consist of one or more separate and distinct
Portfolios, each with an unlimited number of Shares unless otherwise
specified. The Trustees hereby establish and designate the Portfolios
listed on Schedule A attached hereto and made a part hereof
("Schedule A"). Each additional Portfolio shall be established by the
adoption of one or more resolutions by the Trustees that sets forth
the designation of, or otherwise identifies, such Portfolio, whether
directly in such resolution or by reference to, or approval of,
another document that sets forth the designation of, or otherwise
identifies, such Portfolio including any Registration Statement, any
amendment of this Agreement and/or Schedule A or as otherwise provided
in such resolution. Upon the establishment of any Portfolio or the
termination of any existing Portfolio, Schedule A shall be amended to
reflect the addition or termination of such Portfolio and any officer
of the Trust is hereby authorized to make such amendment; provided
that the amendment of Schedule A shall not be a condition precedent to
the establishment or termination of any Portfolio in accordance with
this Agreement. The Shares of each Portfolio shall have the relative
rights and preferences provided for herein and such rights and
preferences as may be designated by the Trustees in any amendment or
modification to the Trust's Governing Instrument, unless the
establishing resolution or any other resolution adopted pursuant to
this Section 2.3 or the Registration Statement otherwise provides. The
Trust shall maintain separate and distinct records of each Portfolio
and shall hold the assets belonging to such Portfolio in such separate
and distinct records and shall account for such assets in such
separate and distinct records separately from the other Trust Property
and the assets belonging to any other Portfolio. Each Share of a
Portfolio shall represent an equal beneficial interest in the net
assets belonging to that Portfolio, except to the extent of Class
Expenses and other expenses separately allocated to Classes thereof
(if any Classes have been established) as permitted herein. Any action
that may be taken by the Trustees with respect to any Portfolio,
including any addition, modification, division, combination,
classification, reclassification, change of name or termination may be
made in the same manner as the establishment of such Portfolio.
(b) The Trustees may establish one or more Classes of Shares of any
Portfolio, each with an unlimited number of Shares unless otherwise
specified. The Trustees hereby establish and designate the Classes
listed on Schedule A attached hereto and made a part hereof. Each
additional Class shall be established by the adoption of one or more
resolutions by the Trustees that set(s) forth the designation of, or
otherwise identifies, such Class, whether directly in such resolution
or by reference to, or approval of, another document that sets forth
the designation of, or otherwise identifies, such Class including any
Registration Statement, any amendment of this Agreement and/or
Schedule A or as otherwise provided in such resolution. Upon the
establishment of any Class of Shares of any Portfolio or the
termination of any existing Class of Shares, Schedule A shall be
amended to reflect the addition or termination of such Class and any
officer of the Trust is hereby authorized to make such amendment;
provided that the amendment of Schedule A shall not be a condition
precedent to the establishment or termination of any Class in
accordance with this Agreement. The Shares of each Class shall have
the relative rights and preferences provided for herein and such
rights and preferences as may be designated by the Trustees in any
amendment or modification to the Trust's Governing Instrument, unless
the establishing resolution or any other resolution adopted pursuant
to Section 2.3 or the Registration Statement otherwise provides. Each
Class so established and
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designated shall represent a Proportionate Interest (as defined in
Section 2.5(d)) in the net assets belonging to that Portfolio and
shall have identical voting, dividend, liquidation, and other rights
and be subject to the same terms and conditions, except that (1) Class
Expenses allocated to a Class for which such expenses were incurred
shall be borne solely by that Class, (2) other expenses, costs,
charges, and reserves allocated to a Class in accordance with
Section 2.5(e) may be borne solely by that Class, provided that the
allocation of such other expenses, costs, charges, and reserves is not
specifically required to be set forth in a plan adopted by the Trust
pursuant to Rule 18f-3 under the Act, (3) dividends declared and
payable to a Class pursuant to Section 7.1 shall reflect the items
separately allocated thereto pursuant to the preceding clauses,
(4) each Class may have separate rights to convert to another Class,
exchange rights, and similar rights, each as determined by the
Trustees, and (5) each Class may have exclusive voting rights with
respect to matters affecting only that Class.
Section 2.4 Actions Affecting Portfolios and Classes. The Trustees shall
have full power and authority, in their sole discretion without obtaining any
prior authorization or vote of the Shareholders of any Portfolio, or Class
thereof, to establish and designate and to change in any manner any Portfolio
of Shares, or any Class or Classes thereof; to fix or change such preferences,
voting powers, rights, and privileges of any Portfolio, or Classes thereof, as
the Trustees may from time to time determine, including any change that may
adversely affect a Shareholder; to divide or combine the Shares of any
Portfolio, or Classes thereof, into a greater or lesser number of Shares; to
classify or reclassify or convert any issued or unissued Shares of any
Portfolio, or Classes thereof, into one or more Portfolios or Classes of Shares
of a Portfolio and, in connection therewith, to cause some or all of the
Shareholders of such Portfolio or Class to be admitted as Shareholders of such
other Portfolio or Class; and to take such other action with respect to the
Shares as the Trustees may deem desirable. A Portfolio and any Class thereof
may issue any number of Shares but need not issue any Shares. At any time that
there are no Outstanding Shares of any particular Portfolio or Class previously
established and designated, the Trustees may abolish that Portfolio or
Class and the establishment and designation thereof.
Section 2.5 Relative Rights and Preferences. Unless the establishing
resolution or any other resolution adopted pursuant to Section 2.3 or the
Registration Statement otherwise provides, Shares of each Portfolio or Class
thereof established hereunder shall have the following relative rights and
preferences:
(a) Except as set forth in paragraph (e) of this Section 2.5, each Share
of a Portfolio, regardless of Class, shall represent an equal pro rata
interest in the assets belonging to such Portfolio and shall have
identical voting, dividend, liquidation and other rights, preferences,
powers, restrictions, limitations, qualifications and designations and
terms and conditions with each other Share of such Portfolio.
(b) Shareholders shall have no preemptive or other right to subscribe to
any additional Shares or other securities issued by the Trust or the
Trustees, whether of the same or other Portfolio (or Class).
(c) All consideration received by the Trust for the issue or sale of
Shares of a particular Portfolio, together with all assets in which
such consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof, including any proceeds derived from the
sale, exchange, or liquidation of such assets, and any funds or
payments derived from any reinvestment of such
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proceeds in whatever form the same may be, shall be held in separate
and distinct records and accounted for in such separate and distinct
records separately from the other assets of the Trust and of every
other Portfolio and may be referred to herein as "assets belonging to"
that Portfolio. The assets belonging to a particular Portfolio shall
belong to that Portfolio for all purposes, and to no other Portfolio,
subject only to the rights of creditors of that Portfolio. In
addition, any assets, income, earnings, profits or funds, or payments
and proceeds with respect thereto, which are not readily identifiable
as belonging to any particular Portfolio shall be allocated by the
Trustees between and among one or more of the Portfolios in such
manner as the Trustees, in their sole discretion, deem fair and
equitable. Each such allocation shall be conclusive and binding upon
the Shareholders of all Portfolios thereof for all purposes, and such
assets, income, earnings, profits, or funds, or payments and proceeds
with respect thereto shall be assets belonging to that Portfolio.
(d) Each Class of a Portfolio shall have a proportionate undivided
interest (as determined by or at the direction of, or pursuant to
authority granted by, the Trustees, consistent with industry practice)
("Proportionate Interest") in the net assets belonging to that
Portfolio. References herein to assets, expenses, charges, costs, and
reserves "allocable" or "allocated" to a particular Class of a
Portfolio shall mean the aggregate amount of such item(s) of the
Portfolio multiplied by the Class's Proportionate Interest.
(e) A particular Portfolio shall be charged with the liabilities of that
Portfolio, and all expenses, costs, charges and reserves attributable
to any particular Portfolio shall be borne by such Portfolio; provided
that the Trustees may, in their sole discretion, allocate or authorize
the allocation of particular expenses, costs, charges, and/or reserves
of a Portfolio to fewer than all the Classes thereof. Class Expenses
shall, in all cases, be allocated to the Class for which such Class
Expenses were incurred. Any general liabilities, expenses, costs,
charges or reserves of the Trust (or any Portfolio) that are not
readily identifiable as chargeable to or bearable by any particular
Portfolio (or any particular Class) shall be allocated and charged by
the Trustees between or among any one or more of the Portfolios (or
Classes) in such manner as the Trustees in their sole discretion deem
fair and equitable. Each such allocation shall be conclusive and
binding upon the Shareholders of all Portfolios (or Classes) for all
purposes. Without limitation of the foregoing provisions of this
Section 2.5(e), (i) the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a
particular Portfolio shall be enforceable against the assets of such
Portfolio only, and not against the assets of the Trust generally or
assets belonging to any other Portfolio, and (ii) none of the debts,
liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to the Trust generally that have not
been allocated to a specified Portfolio, or with respect to any other
Portfolio, shall be enforceable against the assets of such specified
Portfolio. Notice of this contractual limitation on inter-Portfolio
liabilities is set forth in the Trust's Certificate of Trust described
in Section 1.4, and, accordingly, the statutory provisions of
Section 3804 of the Delaware Act relating to limitations on
inter-Portfolio liabilities (and the statutory effect under
Section 3804 of setting forth such notice in the Certificate of Trust)
are applicable to the Trust and each Portfolio.
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(f) Notwithstanding any other provisions of this Agreement, no dividend or
distribution on the Shares of any Portfolio, including any
distribution paid in connection with termination of the Trust or such
Portfolio or any Class of such Portfolio, nor any redemption or
repurchase of, the Shares of such Portfolio or Class shall be effected
by the Trust other than from the assets held with respect to such
Portfolio, nor shall any Shareholder of any particular Portfolio
otherwise have any right or claim against the assets held with respect
to any other Portfolio except to the extent that such Shareholder has
such a right or claim hereunder as a Shareholder of such other
Portfolio.
(g) Except as provided for in Section 2.9, Shares redeemed or repurchased
by a Portfolio or the Trust shall be deemed to be canceled.
(h) Any Trustee, officer or other agent of the Trust, and any organization
in which any such Person has an economic or other interest, may
acquire, own, hold and dispose of Shares in the Trust, whether such
Shares are authorized but unissued, or already outstanding, to the
same extent as if such Person were not a Trustee, officer or other
agent of the Trust; and the Trust may issue and sell and may purchase
such Shares from any such Person or any such organization, subject to
the limitations, restrictions or other provisions applicable to the
sale or purchase of such shares herein, the 1940 Act and other
applicable law.
(i) The Trust may issue Shares in fractional denominations of 1/1000/th/
of a Share or integral multiples thereof to the same extent as its
whole Shares, and Shares in fractional denominations shall be Shares
having proportionately to the respective fractions represented thereby
all the rights of whole Shares of the same Portfolio (or Class),
including without limitation, the right to vote, the right to receive
dividends and distributions and the right to participate upon
termination of the Trust or any Portfolio.
(j) The Trustees shall have the authority to provide that the Shareholders
of any Portfolio or Class shall have the right to exchange such Shares
for Shares of one or more other Portfolio or Class of Shares or for
interests in one or more trusts, corporations or other business
entities (or a portfolio or series or class of any of the foregoing)
in accordance with such requirements and procedures as may be
established by the Trustees.
All references to Shares in this Agreement shall be deemed to be shares
of any or all Portfolios, or Classes thereof, as the context may require. All
provisions herein relating to the Trust shall apply equally to each Portfolio
of the Trust, and each Class thereof, except as the context otherwise requires.
Section 2.6 Investment in the Trust. Investments may be accepted by the
Trust from such Persons, at such times, on such terms, and for such
consideration, which may consist of cash or tangible or intangible property or
a combination thereof, as the Trustees from time to time may authorize. At the
Trustees' sole discretion, such investments, subject to applicable law, may be
in the form of cash or securities in which the affected Portfolio is authorized
to invest, valued as provided in applicable law. Each such investment shall be
recorded in the individual Shareholder's account in the form of full and
fractional Shares of the Trust, in such Portfolio (or Class) as the Shareholder
shall select. The Trustees and their authorized agents shall have the right to
refuse to issue Shares to any Person at any time and for any reason.
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Section 2.7 Personal Liability of Shareholders. No Shareholder of the Trust
shall be personally liable for the debts, liabilities, obligations and expenses
incurred by, contracted for, or otherwise existing with respect to, the Trust
or any Portfolio (or Class) thereof. Neither the Trust nor the Trustees, nor
any officer, employee, or agent of the Trust shall have any power to bind
personally any Shareholder or to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the Shareholder
may at any time personally agree to pay by way of subscription for any Shares
or otherwise. The Shareholders shall be entitled, to the fullest extent
permitted by applicable law, to the same limitation of personal liability as is
extended under the Delaware General Corporation Law to stockholders of private
corporations for profit. Every note, bond, contract or other undertaking issued
by or on behalf of the Trust or the Trustees relating to the Trust or to any
Portfolio shall include a recitation limiting the obligation represented
thereby to the Trust and its assets or to one or more Portfolios and the assets
belonging thereto (but the omission of such a recitation shall not operate to
bind any Shareholder or Trustee of the Trust or otherwise limit any benefits
set forth in the Delaware Act that may be applicable to such Persons).
Section 2.8 Assent to Agreement. Every Shareholder, by virtue of having
purchased a Share, shall be bound by, the terms of the Governing Instrument.
The death, incapacity, dissolution, termination or bankruptcy of a Shareholder
during the continuance of the Trust shall not operate to terminate the Trust
nor entitle the representative of any deceased Shareholder to an accounting or
to take any action in court or elsewhere against the Trust or the Trustees, but
only to rights of said decedent under the Governing Instrument. Ownership of
Shares shall not entitle the Shareholder to any title in or to the whole or any
part of the Trust Property or right to call for a partition or division of the
same or for an accounting, nor shall the ownership of Shares constitute the
Shareholders as partners. Ownership of Shares shall not make the Shareholders
third party beneficiaries of any contract entered into by the Trust.
Section 2.9 Purchases of Shares Among Portfolios. The Trust may purchase, on
behalf of any Portfolio (the "Purchasing Portfolio"), Shares of another
Portfolio (the "Selling Portfolio") or any Class thereof. Shares of the Selling
Portfolio so purchased on behalf of the Purchasing Portfolio shall be
Outstanding Shares, and shall have all preferences, voting powers, rights and
privileges established for such Shares.
Section 2.10 Disclosure of Holding. The Shareholders shall upon demand
disclose to the Trustees in writing such information with respect to direct or
indirect ownership of Shares as the Trustees deem to be (i) in the best
interests of the Trust or (ii) necessary to comply with the provisions of the
Code, the 1940 Act or other applicable laws or regulations, or to comply with
the requirements of any other taxing or regulatory authority.
ARTICLE III
THE TRUSTEES
Section 3.1 Management of the Trust. The Trustees shall have exclusive and
absolute control over the Trust Property and over the business of the Trust to
the same extent as if the Trustees were the sole owners of the Trust Property
and business in their own right, but with such powers of delegation as may be
permitted by this Agreement. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its
branches and maintain offices both within and without the State of Delaware, in
any and all states of the United States of America, in the District of
Columbia, in any and all commonwealths, territories, dependencies, colonies, or
possessions of the United States of America, and in any and all foreign
jurisdictions and to do all such other things and execute all such instruments
as they deem necessary, proper or desirable in
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order to promote the interests of the Trust although such things are not herein
specifically mentioned. Any determination as to what is in the interests of the
Trust made by the Trustees in good faith shall be conclusive. In construing the
provisions of this Agreement, the presumption shall be in favor of a grant of
power to the Trustees.
The enumeration of any specific power in this Agreement shall not be
construed as limiting the aforesaid power. The powers of the Trustees may be
exercised without order of or resort to any court or other authority.
Section 3.2 Trustees. The number of Trustees shall be such number as shall
be fixed from time to time by a majority of the Trustees; provided, however,
that the number of Trustees shall in no event be less than two (2) nor more
than (15). The natural persons who have executed this Agreement shall be the
Trustees as of the date hereof.
Section 3.3 Terms of Office of Trustees. The Trustees shall hold office
during the lifetime of this Trust, and until its termination as herein
provided; except that (A) any Trustee may resign his trusteeship or may retire
by written instrument signed by him and delivered to the other Trustees, which
shall take effect upon such delivery or upon such later date as is specified
therein; (B) any Trustee may be removed at any time by written instrument
signed by at least two-thirds of the number of Trustees prior to such removal,
specifying the date when such removal shall become effective; (C) any Trustee
who has died, become physically or mentally incapacitated by reason of disease
or otherwise, or is otherwise unable to serve, may be retired by written
instrument signed by a majority of the other Trustees, specifying the date of
his retirement; (D) a Trustee may be removed at any meeting of the Shareholders
by a vote of the Shareholders owning at least two-thirds (66 2/3%) of the
Outstanding Shares; and (E) a Trustee shall be retired in accordance with the
terms of any retirement policy adopted by the Trustees and in effect from time
to time.
Section 3.4 Vacancies and Appointment of Trustees. In case of the
declination to serve, death, resignation, retirement or removal of a Trustee,
or a Trustee is otherwise unable to serve, or an increase in the number of
Trustees, a vacancy shall occur. Whenever a vacancy in the Board of Trustees
shall occur, until such vacancy is filled, the other Trustees shall have all
the powers hereunder and the determination of the other Trustees of such
vacancy shall be conclusive. In the case of any vacancy, the remaining Trustees
may fill such vacancy by appointing such other person as they in their
discretion shall see fit, or may leave such vacancy unfilled or may reduce the
number of Trustees to not less than two (2) Trustees. Such appointment shall be
evidenced by a written instrument signed by a majority of the Trustees in
office or by resolution of the Board of Trustees, duly adopted, which shall be
recorded in the minutes of a meeting of the Trustees, whereupon the appointment
shall take effect.
Shareholders shall not be entitled to elect Trustees except as required by
the 1940 Act, or as otherwise considered necessary or desirable by the Trustees
in their sole discretion. To the extent required by the 1940 Act, the
Shareholders shall elect the Trustees on such dates as the Trustees may fix
from time to time. The Shareholders may elect Trustees at any meeting of
Shareholders called by the Trustees for that purpose. In the event that after
the proxy material has been printed for a meeting of Shareholders at which
Trustees are to be elected any one or more nominees named in such proxy
material dies or become incapacitated or is otherwise unable or unwilling to
serve, the authorized number of Trustees shall be automatically reduced by the
number of such nominees, unless the Board of Trustees prior to the meeting
shall otherwise determine. A meeting of Shareholders for the purpose of
electing or removing one or more Trustees shall be called as provided in the
Bylaws. An appointment of a Trustee may be made by the Trustees then in office
in anticipation of a vacancy to occur by reason of retirement, resignation, or
10
removal of a Trustee, or an increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at the time or
after the expected vacancy occurs.
Section 3.5 Temporary Absence of Trustee. Any Trustee may, by power of
attorney, delegate his power for a period not exceeding six months at any one
time to any other Trustee or Trustees, provided that in no case shall fewer
than two Trustees personally exercise the other powers hereunder except as
herein otherwise expressly provided.
Section 3.6 Effect of Death, Resignation, etc. of a Trustee. The declination
to serve, death, resignation, retirement, removal, incapacity, or inability of
the Trustees, or any one of them, shall not operate to terminate the Trust or
to revoke any existing agency created pursuant to the terms of this Agreement.
Whenever there shall be fewer than the designated number of Trustees, until
additional Trustees are elected or appointed as provided herein to bring the
total number of Trustees equal to the designated number, the Trustees in
office, regardless of their number, shall have all the powers granted to the
Trustees and shall discharge all the duties imposed upon the Trustees by this
Agreement.
Section 3.7 Ownership of Assets of the Trust. The assets of the Trust and of
each Portfolio thereof shall be held separate and apart from any assets now or
hereafter held in any capacity other than as Trustee hereunder by the Trustees
or any successor Trustees. Legal title in all of the assets of the Trust and
the right to conduct any business shall at all times be considered to be held
by or in the name of the Trust, except that the Trustees may cause legal title
to any Trust Property to be held by the Trustees or in the name of any other
Person as nominee on behalf of the Trust. The right, title and interest of the
Trustees in the Trust Property shall vest automatically in each Person who may
hereafter become a Trustee. Upon the resignation, retirement, removal,
declination to serve, incapacity, or death of a Trustee, he or she shall
automatically cease to have any right, title or interest in any of the Trust
Property, and the right, title and interest of such Trustee in the Trust
Property shall vest automatically in the remaining Trustees. Such vesting and
cessation of title shall be effective whether or not conveyancing documents
have been executed and delivered. No creditor of any Trustee shall have any
right to obtain possession, or otherwise exercise legal or equitable remedies
with respect to, any Trust Property with respect to any claim against, or
obligation of, such Trustee in its individual capacity and not related to the
Trust or any Portfolio or Class of the Trust. No Shareholder shall be deemed to
have a severable ownership in any individual asset of the Trust, or belonging
to any Portfolio, or allocable to any Class thereof, or any right of partition
or possession thereof, but each Shareholder shall have, except as otherwise
provided for herein, a proportionate undivided beneficial interest in the Trust
or in assets belonging to the Portfolio (or allocable to the Class) in which
the Shareholder holds Shares. The Shares shall be personal property giving only
the rights specifically set forth in this Agreement or the Delaware Act.
Section 3.8 Legal Standard. The Trustees shall be subject to the same
fiduciary duties to which the directors of a Delaware corporation would be
subject if the Trust were a Delaware corporation, the Shareholders were
shareholders of such Delaware corporation and the Trustees were directors of
such Delaware corporation, and such modified duties shall replace any fiduciary
duties to which the Trustees would otherwise be subject. Without limiting the
generality of the foregoing, all actions and omissions of the Trustees shall be
evaluated under the doctrine commonly referred to as the "business judgment
rule," as defined and developed under Delaware law, to the same extent that the
same actions or omissions of directors of a Delaware corporation in a
substantially similar circumstance would be evaluated under such doctrine.
Notwithstanding the foregoing, the provisions of the Governing Instrument, to
the extent that they modify, restrict or eliminate the duties (including
fiduciary duties), and liabilities relating thereto, of a Trustee otherwise
applicable
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under the foregoing standard or otherwise existing at law (statutory or common)
or in equity, are agreed by each Shareholder and the Trust to replace such
duties and liabilities of such Trustee under the foregoing standard or
otherwise existing at law (statutory or common) or in equity.
Section 3.9 Other Business Interests. The Trustees shall devote to the
affairs of the Trust such time as may be necessary for the proper performance
of their duties hereunder, but neither the Trustees nor the officers,
directors, shareholders, partners or employees of the Trustees, if any, shall
be expected to devote their full time to the performance of such duties. The
Trustees, or any Affiliated Person, shareholder, officer, director, partner or
employee thereof, or any Person owning a legal or beneficial interest therein,
may engage in, or possess an interest in, any business or venture other than
the Trust, of any nature and description, independently or with or for the
account of others. None of the Trust or any Shareholder shall have the right to
participate or share in such other business or venture or any profit or
compensation derived therefrom.
ARTICLE IV
POWERS OF THE TRUSTEES
Section 4.1 Powers. Subject to the provisions of this Agreement, the
business of the Trust shall be managed by the Trustees, and the Trustees shall
have all powers necessary or convenient to carry out that responsibility
including the power to engage in securities transactions of all kinds on behalf
of the Trust. The Trustees in all instances shall act as principals, and are
and shall be free from the control of the Shareholders. The Trustees shall have
full power and authority to do any and all acts and to make and execute any and
all contracts and instruments that they may consider necessary or appropriate
in connection with the management of the Trust. Without limiting the foregoing
and subject to any applicable limitation in the Governing Instrument or
applicable law, the Trustees shall have power and authority:
(a) To invest and reinvest cash and other property, and to hold cash or
other property uninvested, without in any event being bound or limited
by any present or future law or custom in regard to investments by
Trustees, and to sell, exchange, lend, pledge, mortgage, hypothecate,
write options on, distribute and otherwise deal with and lease any or
all of the assets of the Trust;
(b) To operate as, and to carry on the business of, an investment company,
and to exercise all the powers necessary and appropriate to the
conduct of such operations;
(c) To borrow money and in this connection issue notes or other evidence
of indebtedness; to secure borrowings by mortgaging, pledging or
otherwise subjecting as security the Trust Property; to endorse,
guarantee, or undertake the performance of an obligation or engagement
of any other Person and to lend Trust Property;
(d) To provide for the distribution of Shares either through a principal
underwriter in the manner hereafter provided for or by the Trust
itself, or both, or otherwise pursuant to a plan of distribution of
any kind;
(e) To adopt Bylaws not inconsistent with this Agreement providing for the
conduct of the business of the Trust and to amend and repeal them to
the extent that they do not reserve such right to the Shareholders;
such Bylaws shall be deemed incorporated and included in the Governing
Instrument;
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(f) To elect and remove such officers and appoint and terminate such
agents as they consider appropriate;
(g) To employ one or more banks, trust companies or companies that are
members of a national securities exchange or such other domestic or
foreign entities as custodians of any assets of the Trust subject to
any conditions set forth the Governing Instrument;
(h) To retain one or more transfer agents and shareholder servicing agents;
(i) To set record dates in the manner provided herein or in the Bylaws;
(j) To delegate such authority as they consider desirable to any officers
of the Trust and to any investment adviser, manager, administrator,
custodian, underwriter or other agent or independent contractor;
(k) To sell or exchange any or all of the assets of the Trust;
(l) To vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property; and to execute and
deliver proxies and powers of attorney to such person or persons as
the Trustees shall deem proper, granting to such person or persons
such power and discretion with relation to securities or property as
the Trustee shall deem proper;
(m) To exercise powers and rights of subscription or otherwise that in any
manner arise out of ownership of securities;
(n) To hold any security or property in a form not indicating any trust,
whether in bearer, book entry, unregistered or other negotiable form;
or either in the name of the Trust or of a Portfolio or a custodian or
a nominee or nominees, subject in either case to proper safeguards
according to the usual practice of Delaware statutory trusts or
investment companies;
(o) To establish separate and distinct Portfolios with separately defined
investment objectives and policies and distinct investment purposes in
accordance with the provisions of Article II hereof and to establish
Classes of such Portfolios having relative rights, powers and duties
as they may provide consistent with this Agreement and applicable law;
(p) Subject to the provisions of Section 3804 of the Delaware Act, to
allocate assets, liabilities and expenses of the Trust to a particular
Portfolio or to apportion the same between or among two or more
Portfolios, provided that any liabilities or expenses incurred by a
particular Portfolio shall be payable solely out of the assets
belonging to that Portfolio as provided for in Article II hereof;
(q) To consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, with respect to
any security held in the Trust; to consent to any contract, lease,
mortgage, purchase, or sale of property by such corporation or
concern, and to pay calls or subscriptions with respect to any
security held in the Trust;
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(r) To compromise, arbitrate, or otherwise adjust claims in favor of or
against the Trust or any matter in controversy including, but not
limited to, claims for taxes;
(s) To declare and pay dividends and make distributions of income and of
capital gains and capital to Shareholders in the manner hereinafter
provided;
(t) To establish, from time to time, a minimum investment for Shareholders
in the Trust or in one or more Portfolios or Classes, and to require
the redemption of the Shares of any Shareholder whose investment is
less than such minimum upon giving notice to such Shareholder;
(u) To redeem or repurchase Shares as provided for in this Agreement, upon
such terms and conditions as the Trustees shall establish;
(v) To establish one or more committees or sub-committees, to delegate any
of the powers of the Trustees to said committees or sub-committees and
to adopt a written charter for one or more of such committees or
sub-committees governing its membership, duties and operations and any
other characteristics as the Trustees may deem proper, each of which
committees and sub-committees may consist of less than the whole
number of Trustees then in office, and may be empowered to act for and
bind the Trustees, the Trust and the Portfolios, as if the acts of
such committee or sub-committee were the acts of all the Trustees then
in office;
(w) To interpret the investment policies, practices or limitations of any
Portfolios;
(x) To establish a registered office and have a registered agent in the
State of Delaware;
(y) To enter into joint ventures, general or limited partnerships, limited
liability companies, and any other combinations and associations;
(z) Subject to the 1940 Act, to engage in any other lawful act or activity
in which a statutory trust organized under the Delaware Act may
engage; and
(aa) In general, to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the
attainment of any object or the furtherance of any power hereinbefore
set forth, either alone or in association with others, and to do every
other act or thing incidental or appurtenant to or growing out of or
connected with the aforesaid business or purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers, and
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees. Any action by one or
more of the Trustees in their capacity as such hereunder shall be deemed an
action on behalf of the Trust or the applicable Portfolio, and not an action in
an individual capacity.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust.
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No one dealing with the Trustees shall be under any obligation to make
any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.
Section 4.2 Issuance, Redemption and Repurchase of Shares. The Trustees
shall have the power to issue, sell, repurchase, redeem, retire, cancel,
acquire, hold, resell, reissue, dispose of, and otherwise deal in Shares and,
subject to the provisions set forth in Articles II and VII hereof, to apply to
any such repurchase, redemption, retirement, cancellation or acquisition of
Shares any funds or property of the Trust, or any assets belonging to the
particular Portfolio or any assets allocable to the particular Class, with
respect to which such Shares are issued.
Section 4.3 Principal Transactions. The Trustees may, on behalf of the
Trust, buy any securities from or sell any securities to, or lend any assets of
the Trust to, any Trustee or officer of the Trust or any firm of which any such
Trustee or officer is a member acting as principal, or have any such dealings
with any investment adviser, distributor, or transfer agent for the Trust or
with any Affiliated Person of such Person; and the Trust may employ any such
Person, or firm or Company in which such Person is an Affiliated Person, as
broker, legal counsel, registrar, investment adviser, distributor,
administrator, transfer agent, dividend disbursing agent, custodian, or in any
capacity upon customary terms, subject in all cases to applicable laws, rules,
and regulations and orders of regulatory authorities.
Section 4.4 Payment of Expenses by the Trust. The Trustees are authorized to
pay or cause to be paid out of the principal or income of the Trust or any
Portfolio, or partly out of the principal and partly out of income, and to
charge or allocate to, between or among such one or more of the Portfolios (or
Classes), as they deem fair, all expenses, fees, charges, taxes and liabilities
incurred or arising in connection with the Trust or Portfolio (or Class), or in
connection with the management thereof, including, but not limited to, the
Trustees' compensation and such expenses and charges for the services of the
Trust's officers, employees, investment adviser and manager, administrator,
principal underwriter, auditors, counsel, custodian, transfer agent,
shareholder servicing agent, and such other agents or independent contractors
and such other expenses and charges as the Trustees may deem necessary or
proper to incur.
Section 4.5 Trustee Compensation. The Trustees as such shall be entitled to
reasonable compensation from the Trust. They may fix the amount of their
compensation. Nothing herein shall in any way prevent the employment of any
Trustee for advisory, management, administrative, legal, accounting, investment
banking, underwriting, brokerage, or investment dealer or other services and
the payment for the same by the Trust.
Section 4.6 Independent Trustee. A Trustee who is an "Independent Trustee,"
as that term is defined in the Delaware Act, shall be deemed to be independent
and disinterested for all purposes when making any determinations or taking any
action as a Trustee.
ARTICLE V
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER AND
TRANSFER AGENT
Section 5.1 Investment Adviser. The Trustees may in their discretion, from
time to time, enter into an investment advisory or management contract or
contracts with respect to the Trust or any Portfolio whereby the other party or
parties to such contract or contracts shall undertake to furnish the Trustees
with such management, investment
15
advisory, statistical and research facilities and services and such other
facilities and services, if any, and all upon such terms and conditions, as the
Trustees may in their discretion determine.
The Trustees may authorize the investment adviser to employ, from time
to time, one or more sub-advisers to perform such of the acts and services of
the investment adviser, and upon such terms and conditions, as may be agreed
upon among the Trustees, the investment adviser and sub-adviser. Any references
in this Agreement to the investment adviser shall be deemed to include such
sub-advisers, unless the context otherwise requires.
Section 5.2 Other Service Contracts. The Trustees may authorize the
engagement of a principal underwriter, transfer agent, administrator,
custodian, and any other service providers they deem to be in the best interest
of the Trust.
Section 5.3 Parties to Contract. Any contract of the character described in
Sections 5.1 and 5.2 may be entered into with any corporation, firm,
partnership, trust, association or other legal entity, although one or more of
the Trustees or officers of the Trust may be an officer, director, trustee,
shareholder, member, employee or agent or hold any similar office with respect
to such other party to the contract.
Section 5.4 Miscellaneous.
(a) The fact that (i) any of the Shareholders, Trustees or officers of the
Trust is a shareholder, director, officer, partner, trustee, employee,
manager, adviser, principal underwriter or distributor or agent of or
for any Company or of or for any parent or affiliate of any Company,
with which an advisory or administration contract, or principal
underwriter's or distributor's contract, or transfer, shareholder
servicing, custodian or other agency contract may have been or may
hereafter be made, or that any such Company, or any parent or
affiliate thereof, is a Shareholder or has an interest in the Trust,
or that (ii) any Company with which an advisory or administration
contract or principal underwriter's or distributor's contract, or
transfer, shareholder servicing, custodian, or other agency contract
may have been or may hereafter be made also has an advisory or
administration contract, or principal underwriter's or distributor's
contract, or transfer, shareholder servicing, custodian or other
agency contract with one or more other companies, or has other
business or interests shall not affect the validity of any such
contract or disqualify any Shareholder, Trustee or officer of the
Trust from voting upon or executing the same or create any liability
or accountability to the Trust or its Shareholders.
(b) The authority of the Trustees hereunder to authorize the Trust to
enter into contracts or other agreements or arrangements shall include
the authority of the Trustees to modify, amend, waive any provision
of, supplement, assign all or a portion of, novate, or terminate such
contracts, agreements or arrangements. The enumeration of any specific
contracts in this Article V shall in no way be deemed to limit the
power and authority of the Trustees as otherwise set forth in this
Agreement to authorize the Trust to employ, contract with or make
payments to such Persons as the Trustees may deem desirable for the
transaction of the business of the Trust.
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ARTICLE VI
SHAREHOLDERS' VOTING POWERS AND MEETING
Section 6.1 Voting Powers. The Shareholders shall have power to vote only
(i) for the election or removal of Trustees as and to the extent provided in
Section 3.4, (ii) with respect to such additional matters relating to the Trust
as may be required by federal law including the 1940 Act, or any Registration
Statement and (iii) as the Trustees may otherwise consider necessary or
desirable in their sole discretion.
Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required or permitted by law or the
Governing Instrument that may be taken by Shareholders.
On any matter submitted to a vote of the Shareholders, all Shares shall
be voted together, except when required by applicable law or when the Trustees
have determined that the matter affects the interests of one or more Portfolios
(or Classes), then only the Shareholders of all such affected Portfolios (or
Classes) shall be entitled to vote thereon. Each whole Share shall be entitled
to one vote as to any matter on which it is entitled to vote, and each
fractional Share shall be entitled to a proportionate fractional vote.
Provisions relating to meetings, quorum, required vote, record date and other
matters relating to Shareholder voting rights are as provided in the Bylaws.
Shareholders shall not be entitled to cumulative voting in the election
of Trustees or on any other matter.
Only Record Owners shall have the power to cast a vote at a meeting of
Shareholders subject to the voting provisions set forth in the Governing
Instrument. Beneficial owners of Shares who are not Record Owners shall not be
entitled to cast a vote at a meeting of Shareholders but shall be entitled to
provide voting instructions to corresponding Record Owners, subject to any
limitations imposed by applicable law.
Section 6.2 Additional Voting Powers and Voting Requirements for Certain
Actions. Notwithstanding any other provision of this Agreement, the
Shareholders shall have power to vote to approve any amendment to Section 8.4
of this Agreement that would have the effect of reducing the indemnification
provided thereby to Shareholders or former Shareholders, and any repeal or
amendment of this sentence, and any such action shall require the affirmative
vote or consent of Shareholders owning at least two-thirds (66 2/3%) of the
Outstanding Shares entitled to vote thereon. In addition, the removal of one or
more Trustees by the Shareholders shall require the affirmative vote or consent
of Shareholders owning at least two-thirds (66 2/3%) of the Outstanding Shares
entitled to vote thereon.
The voting requirements set forth in this Section 6.2 shall be in
addition to, and not in lieu of, any vote or consent of the Shareholders
otherwise required by applicable law (including, without limitation, any
separate vote by Portfolio (or Class) that may be required by the 1940 Act or
by other applicable law) or by this Agreement.
ARTICLE VII
NET ASSET VALUE, DISTRIBUTIONS AND REDEMPTIONS
Section 7.1 Net Asset Value. Subject to applicable federal law including the
1940 Act and Article II hereof, the Trustees, in their sole discretion, may
prescribe (and delegate to any officer of the Trust or any other Person or
Persons the right and obligation to prescribe) such bases and time (including
any methodology or plan) for determining the per
17
Share or net asset value of the Shares of any Portfolio or Class or net income
attributable to the Shares of any Portfolio or Class, or the declaration and
payment of dividends and distributions on the Shares of any Portfolio or Class
and the method of determining the Shareholders to whom dividends and
distributions are payable, as they may deem necessary or desirable.
Section 7.2 Distributions. The Trustees may from time to time declare and
pay dividends and make other distributions with respect to any Portfolio, or
Class thereof, which may be from income, capital gains or capital. The amount
of such dividends or distributions and the payment of them and whether they are
in cash or any other Trust Property shall be wholly in the discretion of the
Trustees, although the Trustees pursuant to Section 4.1(j) may delegate the
authority to set record, declaration, payment and ex-dividend dates, determine
the amount of dividends and distributions and pay such dividends and
distributions. Dividends and other distributions may be paid pursuant to a
standing resolution adopted once or more often as the Trustees determine. The
Trustees shall have the power and authority to amend, correct or change the
amount of any declared dividend or distribution from time to time until such
dividend or distribution has been paid to Shareholders. All dividends and other
distributions on Shares of a particular Portfolio or Class shall be distributed
pro rata to the Shareholders of that Portfolio or Class, as the case may be, in
proportion to the number of Shares of that Portfolio or Class they held on the
record date established for such payment, provided that such dividends and
other distributions on Shares of a Class shall appropriately reflect Class
Expenses and other expenses allocated to that Class. The Trustees may adopt and
offer to Shareholders such dividend reinvestment plans, cash distribution
payment plans, or similar plans as the Trustees deem appropriate.
Section 7.3 Redemptions. The Trust shall purchase such Shares as are offered
by any Shareholder for redemption, upon the presentation of a proper instrument
of transfer together with a request directed to the Trust or a Person
designated by the Trust that the Trust purchase such Shares or in accordance
with such other procedures for redemption as the Trustees may from time to time
authorize; and the Trust will pay therefor the net asset value thereof as
determined by the Trustees (or by such Person or Persons to whom such
determination has been delegated), in accordance with any applicable provisions
of this Agreement and applicable law, less any fees imposed on such redemption.
Unless extraordinary circumstances exist, payment for said Shares shall be made
by the Trust to the Shareholder within seven (7) days after the date on which
the request is made in proper form. The obligation set forth in this
Section 7.3 is subject to the provision that in the event that any time the New
York Stock Exchange (the "Exchange") is closed for other than weekends or
holidays, or if permitted by the rules and regulations or an order of the
Commission during periods when trading on the Exchange is restricted or during
any emergency which makes it impracticable for the Trust to dispose of the
investments of the Trust or any applicable Portfolio or to determine fairly the
value of the net assets held with respect to the Trust or such Portfolio or
during any other period permitted by order of the Commission for the protection
of investors, such obligations may be suspended or postponed by the Trustees.
In the case of a suspension of the right of redemption as provided herein, a
Shareholder may either withdraw the request for redemption or receive payment
based on the net asset value per Share next determined after the termination of
such suspension, less any fees imposed on such redemption. Subject to
applicable federal law including the 1940 Act, the redemption price may in any
case or cases be paid wholly or partly in kind if the Trustees determine in
their sole discretion that such payment is advisable in the interest of the
remaining Shareholders of the Trust or any applicable Portfolio or Class
thereof for which the Shares are being redeemed, and the fair value, selection
and quantity of securities or other property so paid or delivered as all or
part of the redemption price may be determined under procedures approved by the
Trustees in
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their sole discretion. In no case shall the Trust be liable for any delay of
any corporation or other Person in transferring securities selected for
delivery as all or part of any payment in kind.
Section 7.4 Redemptions at the Option of the Trust. At the option of the
Board of Trustees, the Trust may, from time to time, without the vote of the
Shareholders, but subject to the 1940 Act, redeem shares of any Shareholder or
authorize the closing of any Shareholder account, subject to such conditions as
may be established from time to time by the Board of Trustees and disclosed to
Shareholders.
ARTICLE VIII
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 8.1 Limitation of Liability. A Trustee or officer of the Trust, when
acting in such capacity, shall not be personally liable to any person for any
act, omission or obligation of the Trust or any Trustee or officer of the
Trust; provided, however, that nothing contained herein shall protect any
Trustee or officer against any liability to the Trust or to Shareholders to
which he 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 office with the Trust.
Section 8.2 Indemnification of Covered Persons. Every Covered Person shall
be indemnified by the Trust to the fullest extent permitted by the Delaware
Act, the Bylaws and other applicable law.
Section 8.3 Insurance. To the fullest extent permitted by applicable law,
the Board of Trustees shall have the authority to purchase with Trust Property
insurance for liability and for all expenses reasonably incurred or paid or
expected to be paid by a Covered Person in connection with any proceeding in
which such Covered Person becomes involved by virtue of such Covered Person's
actions, or omissions to act, in its capacity or former capacity with the
Trust, whether or not the Trust would have the power to indemnify such Covered
Person against such liability.
Section 8.4 Indemnification of Shareholders. In case any Shareholder or
former Shareholder of the Trust shall be held to be personally liable solely by
reason of his being or having been a Shareholder of the Trust or any Portfolio
or Class and not because of his acts or omissions or for some other reason, the
Shareholder or former Shareholder (or his heirs, executors, administrators or
other legal representatives, or, in the case of a corporation or other entity,
its corporate or general successor) shall be entitled, out of the assets
belonging to the applicable Portfolio (or allocable to the applicable Class),
to be held harmless from and indemnified against all loss and expense arising
from such liability in accordance with the Bylaws and applicable law. The
Trust, on behalf of the affected Portfolio (or Class), shall upon request by
the Shareholder, assume the defense of any such claim made against the
Shareholder for any act or obligation of that Portfolio (or Class).
ARTICLE IX
MISCELLANEOUS
Section 9.1 Trust Not a Partnership; Taxation. It is hereby expressly
declared that a trust and not a partnership is created hereby. No Trustee
hereunder shall have any power to bind personally either the Trust's officers
or any Shareholder. All persons extending credit to, contracting with or having
any claim against the Trust or the Trustees in their capacity as such shall
look only to the assets of the appropriate Portfolio or, until the Trustees
shall have established any separate Portfolio, of the Trust for payment under
such
19
credit, contract or claim; and neither the Shareholders, the Trustees, nor the
Trust's officers nor any of the agents of the Trustees whether past, present or
future, shall be personally liable therefor.
The Board of Trustees shall have the power, in its discretion, to make
an initial entity classification election, and to change any such entity
classification election, of the Trust and any Portfolio for U.S. federal income
tax purposes as may be permitted or required under the Code, without the vote
or consent of any Shareholder. In furtherance thereof, the Board of Trustees,
or an appropriate officer as determined by the Board of Trustees, is authorized
(but not required) to make and sign any such entity classification election on
Form 8832, Entity Classification Election (or successor form thereto), on
behalf of the Trust or any Portfolio, sign the consent statement contained
therein on behalf of all of the Shareholders thereof, and file the same with
the U.S. Internal Revenue Service.
Section 9.2 Trustee's Good Faith Action, Expert Advice, No Bond or Surety.
The exercise by the Trustees of their powers and discretion hereunder in good
faith and with reasonable care under the circumstances then prevailing shall be
binding upon everyone interested. Subject to the provisions of Article VIII and
to Section 9.1, the Trustees shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Agreement, and
subject to the provisions of Article VIII and Section 9.1, shall be under no
liability for any act or omission in accordance with such advice or for failing
to follow such advice. The Trustees shall not be required to give any bond as
such, nor any surety if a bond is obtained. The appointment, designation or
identification of a Trustee as chair of the Trustees, a member or chair of a
committee of the Trustees, an expert on any topic or in any area (including an
audit committee financial expert), or the lead Independent Trustee, or any
other special appointment, designation or identification of a Trustee, shall
not impose on that person any standard of care or liability that is greater
than that imposed on that person as a Trustee in the absence of the
appointment, designation or identification, and no Trustee who has special
skills or expertise, or is appointed, designated or identified as aforesaid,
shall be held to a higher standard of care by virtue thereof. In addition, no
appointment, designation or identification of a Trustee as aforesaid shall
affect in any way that Trustee's rights or entitlement to indemnification or
advancement of expenses.
Section 9.3 Termination of Trust or Portfolio or Class.
(a) Unless terminated as provided herein, the Trust shall continue without
limitation of time. The Trust may be dissolved at any time by the
Trustees (without Shareholder approval). A Portfolio may be terminated
at any time by the Trustees (without Shareholder approval). Any Class
may be terminated at any time by the Trustees (without Shareholder
approval). In addition, the dissolution of the Trust shall
automatically terminate each Portfolio and each Class.
(b) On dissolution of the Trust or termination of any Portfolio pursuant
to paragraph (a) above,
(1) the Trust or that Portfolio thereafter shall carry on no business
except for the purpose of winding up its affairs,
(2) the Trustees shall (i) proceed to wind up the affairs of the
Trust or that Portfolio, and all powers of the Trustees under
this Agreement with respect thereto shall continue until such
affairs have been wound up, including the powers to fulfill or
discharge the contracts of the Trust or
20
that Portfolio, (ii) collect its assets or the assets belonging
thereto, (iii) sell, convey, assign, exchange, or otherwise
dispose of all or any part of those assets to one or more persons
at public or private sale for consideration that may consist in
whole or in part of cash, securities, or other property of any
kind, ((iv) pay or make reasonable provision (including through
the use of a liquidating trust) to pay all claims and obligations
of the Trust or that Portfolio, including all contingent,
conditional or unmatured claims and obligations known to the
Trust or that Portfolio, and all claims and obligations which are
known to the Trust or that Portfolio, but for which the identity
of the claimant is unknown, and claims and obligations that have
not been made known to the Trust or that Portfolio or that have
not arisen but that, based on the facts known to the Trust or
that Portfolio, are likely to arise or to become known to the
Trust within 10 years after the date of dissolution, and (v) do
all other acts appropriate to liquidate its business, and
(3) after paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities, and
refunding agreements as they deem necessary for their protection,
the Trustees shall distribute the remaining assets ratably among
the Shareholders of the Trust or that Portfolio.
(c) On termination of any Class pursuant to paragraph (a) above,
(1) the Trust thereafter shall no longer issue Shares of that Class,
(2) the Trustees shall do all other acts appropriate to terminate the
Class, and
(3) the Trustees shall distribute ratably among the Shareholders of
that Class, in cash or in kind, an amount equal to the
Proportionate Interest of that Class in the net assets of the
Portfolio (after taking into account any Class Expenses or other
fees, expenses, or charges allocable thereto), and in connection
with any such distribution in cash the Trustees are authorized to
sell, convey, assign, exchange or otherwise dispose of such
assets of the Portfolio of which that Class is a part as they
deem necessary. Alternatively, in connection with the termination
of any Class, the Trustees may treat such termination as a
redemption of the Shareholders of such Class effected pursuant to
Section 7.3 of this Agreement provided that the costs relating to
the termination of such Class shall be included in the
determination of the net asset value of the Shares of such Class
for purposes of determining the redemption price to be paid to
the Shareholders of such Class (to the extent not otherwise
included in such determination).
(d) In connection with the dissolution and liquidation of the Trust or the
termination of any Portfolio or any Class, the Trustees may provide
for the establishment of a liquidating trust or similar vehicle.
(e) On dissolution of the Trust, following completion of winding up of its
business, any one (1) Trustee shall execute, and cause to be filed, a
certificate of cancellation, with the office of the Secretary of State
of the State of Delaware
21
in accordance with the provisions of Section 3810 of the Delaware Act,
whereupon the Trust shall terminate and the Trustees and the Trust shall
be discharged from all further liabilities and duties hereunder with
respect thereto. The Trustees shall not be personally liable to the
claimants of the dissolved Trust by reason of the Trustees' actions in
winding up the Trust's affairs if the Trustees complied with
Section 3808(e) of the Delaware Act.
Section 9.4 Sale of Assets; Merger and Consolidation. The Trustees may cause
(i) the Trust or one or more of its Portfolios to the extent consistent with
applicable law to sell all or substantially all of its assets to, or be merged
into or consolidated with, another Portfolio, statutory trust (or series
thereof) or Company (or series thereof), (ii) the Shares of the Trust or any
Portfolio (or Class) to be converted into beneficial interests in another
statutory trust (or series thereof) created pursuant to this Section 9.4,
(iii) the Shares of any Class to be converted into another Class of the same
Portfolio, or (iv) the Shares to be exchanged under or pursuant to any state or
federal statute to the extent permitted by law. In all respects not governed by
statute or applicable law, the Trustees shall have power to prescribe the
procedure necessary or appropriate to accomplish a sale of assets, merger or
consolidation including the power to create one or more separate statutory
trusts to which all or any part of the assets, liabilities, profits or losses
of the Trust may be transferred and to provide for the conversion of Shares of
the Trust or any Portfolio (or Class) into beneficial interests in such
separate statutory trust or trusts (or series or class thereof).
Section 9.5 Filing of Copies, References, Headings. The original or a copy
of this Agreement or any amendment hereto or any supplemental agreement shall
be kept at the office of the Trust where it may be inspected by any
Shareholder. Headings are placed herein for convenience of reference only and
in case of any conflict, the text of this Agreement, rather than the headings,
shall control. This Agreement and any document, consent or instrument
referenced in or contemplated by this Agreement or the Bylaws may be executed
in any number of counterparts, each of which shall be deemed an original but
all of which together will constitute one and the same instrument. To the
extent permitted by the 1940 Act, (i) any document, consent, instrument or
notice referenced in or contemplated by this Agreement or the Bylaws that is to
be executed by one or more Trustees may be executed by means of original,
facsimile or electronic signature and (ii) any document, consent, instrument or
notice referenced in or contemplated by this Agreement or the Bylaws that is to
be delivered by one or more Trustees may be delivered by facsimile or
electronic means (including e-mail), unless, in the case of either clause
(i) or (ii), otherwise determined by the Trustees. The terms "include,"
"includes" and "including" and any comparable terms shall be deemed to mean
"including, without limitation." Any reference to any statute, law, code, rule
or regulation shall be deemed to refer to such statute, law, code, rule or
regulation as amended or restated from time to time and any successor thereto.
Section 9.6 Governing Law. The Trust and the Governing Instrument (including
this Agreement) and the rights, obligations and remedies of the Trustees and
Shareholders hereunder, are to be governed by and construed and administered
according to the Delaware Act, including the provision that gives maximum
freedom to contract, and the other laws of the State of Delaware and the
applicable provisions of the 1940 Act. Notwithstanding the foregoing, the
following provisions shall not be applicable to the Trust, the Trustees, the
Shareholders or the Governing Instrument: (A) the provisions of Sections 3533,
3540, 3561 and 3583(a) of Title 12 of the Delaware Code or (B) any provisions
of the laws (statutory or common) of the State of Delaware (other than the
Delaware Act) pertaining to trusts which relate to or regulate (i) the filing
with any court or governmental body or agency of trustee accounts or schedules
of trustee fees and charges, (ii) affirmative requirements to post bonds for
trustees, officers, agents or employees of a trust, (iii) the
22
necessity for obtaining court or other governmental approval concerning the
acquisition, holding or disposition of real or personal property, (iv) fees or
other sums payable to trustees, officers, agents or employees of a trust,
(v) the allocation of receipts and expenditures to income or principal,
(vi) restrictions or limitations on the permissible nature, amount or
concentration of trust investments or requirements relating to the titling,
storage or other manner of holding of trust assets, or (vii) the establishment
of fiduciary or other standards or responsibilities or limitations on the
indemnification, acts or powers of trustees or other Persons, which are
inconsistent with the limitations of liabilities or authorities and powers of
the Trustees or officers of the Trust set forth or referenced in the Governing
Instrument.
The Trust shall be of the type commonly called a "statutory trust," and
without limiting the provisions hereof, the Trust may exercise all powers which
are ordinarily exercised by such a trust under Delaware law. The Trust
specifically reserves the right to exercise any of the powers or privileges
afforded to trusts or actions that may be engaged in by trusts under the
Delaware Act, and the absence of a specific reference herein to any such power,
privilege or action shall not imply that the Trust may not exercise such power
or privilege or take such actions; provided, however, that the exercise of any
such power, privilege or action shall not otherwise violate applicable law.
Section 9.7 Amendments. The Trustees may amend this Agreement by making an
amendment to this Agreement or to Schedule A, an agreement supplemental hereto,
or an amended and restated trust instrument; and no vote or consent of any
Shareholder shall be required for any amendment to this Agreement except as
specifically provided in Article VI hereof, as determined by the Trustees in
their sole discretion, or as required by federal law including the 1940 Act,
but only to the extent so required. Any such amendment, having been approved by
a Majority Trustee Vote, shall become effective, unless otherwise provided by
such Trustees, upon being executed by a duly authorized officer of the Trust. A
certification signed by a duly authorized officer of the Trust setting forth an
amendment to this Agreement and reciting that it was duly adopted by the
Shareholders or by the Trustees as aforesaid, or a copy of this Agreement, as
amended, executed by a majority of the Trustees, or a duly authorized officer
of the Trust, shall be conclusive evidence of such amendment when lodged among
the records of the Trust. Any officer of the Trust is authorized from time to
time to restate this Agreement into a single instrument to reflect all
amendments hereto made in accordance with the terms hereof. The Certificate of
Trust of the Trust may be restated and/or amended by any Trustee as necessary
or desirable to reflect any change in the information set forth therein, and
any such restatement and/or amendment shall be effective immediately upon
filing with the office of the Secretary of the State of Delaware or upon such
future date as may be stated therein.
Section 9.8 Provisions in Conflict with Law. The provisions of this
Agreement are severable, and if the Trustees shall determine, with the advice
of counsel, that any of such provisions is in conflict with applicable law, the
conflicting provision shall be deemed never to have constituted a part of this
Agreement; provided, however, that such determination shall not affect any of
the remaining provisions of this Agreement or render invalid or improper any
action taken or omitted prior to such determination. If any provision of this
Agreement shall be held invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provisions in any other
jurisdiction or any other provision of this Agreement in any jurisdiction.
Section 9.9 Inspection of Records. Every Trustee shall have the right at any
reasonable time to inspect all books, records, and documents of every kind and
the physical properties of the Trust. This inspection by a Trustee may be made
in person or by an agent
23
or attorney and the right of inspection includes the right to copy and make
extracts of documents. Except as may be permitted by Regulation 14A promulgated
under the Securities Exchange Act of 1934, as amended from time to time, no
Shareholder shall have the right to obtain from the Trust a list of the Trust's
Shareholders. Except as required by the 1940 Act, Shareholders shall have no
right to inspect the records, documents, accounts and books of the Trust. Any
request to inspect the records of the Trust shall be submitted by the
Shareholder to the Trust in writing. Upon receipt of any such request, the
Trustees shall determine whether delivery of records pertaining to such request
is required by the 1940 Act or is otherwise necessary or appropriate, as
determined by the Trustees in their sole discretion, and whether such request
complies with the requirements of the 1940 Act and, if so, establish procedures
for such inspection. To preserve the integrity of the records, the Trust may
provide certified copies of Trust records rather than originals. The Trust
shall not be required to create records or obtain records from third parties to
satisfy a Shareholder request. The Trust may require a requesting Shareholder
to pay in advance or otherwise indemnify the Trust for the costs and expenses
of such Shareholder's inspection of records. The rights provided for in this
Section 9.9 shall not extend to any Person who is a Shareholder but not also a
Record Owner.
Section 9.10 Use of the Name "Invesco". The Board of Trustees expressly
agrees and acknowledges that the name "Invesco" is the sole property of Invesco
Ltd. ("Invesco"). Invesco has granted to the Trust a non-exclusive license to
use such name as part of the name of the Trust now and in the future. The Board
of Trustees further expressly agrees and acknowledges that the non-exclusive
license granted herein may be terminated by Invesco if the Trust ceases to use
Invesco or one of its Affiliated Persons as investment adviser or to use other
Affiliated Persons or successors of Invesco for such purposes. In such event,
the non-exclusive license may be revoked by Invesco and the Trust shall cease
using the name "Invesco" or any name misleadingly implying a continuing
relationship between the Trust and Invesco or any of its Affiliated Persons, as
part of its name unless otherwise consented to by Invesco or any successor to
its interests in such name.
The Board of Trustees further understands and agrees that so long as Invesco
and/or any future advisory Affiliated Person of Invesco shall continue to serve
as the Trust's investment adviser, other registered open- or closed-end
investment companies ("funds") and other types of investment vehicles as may be
sponsored or advised by Invesco or its Affiliated Persons shall have the right
permanently to adopt and to use the name "Invesco" in their names and in the
names of any series or class of shares of such funds.
Section 9.11 Derivative Actions. In addition to the requirements set forth
in Section 3816 of the Delaware Act, a Shareholder may bring a derivative
action on behalf of the Trust only if the following conditions are met:
(a) The Shareholder or Shareholders must make a pre-suit demand upon the
Trustees to bring the subject action unless an effort to cause the
Trustees to bring such an action is not likely to succeed. For
purposes of this Section 9.11(a), a demand on the Trustees shall only
be deemed not likely to succeed and therefore excused if a majority of
the Board of Trustees is composed of Trustees who are not Independent
Trustees and the Board of Trustees has not established a committee to
consider the merits of such action or, if the Board of Trustees has
established such a committee, a majority of that committee is composed
of Trustees who are not Independent Trustees;
(b) Unless a demand is not required under paragraph (a) of this
Section 9.11, Shareholders eligible to bring such derivative action
under the Delaware Act who collectively hold Shares representing ten
percent (10%) or more of the
24
total combined net asset value of all Shares issued and outstanding,
or of the Portfolios or Classes to which such action relates if it
does not relate to all Portfolios and Classes, must join in the
pre-suit demand for the Trustees to commence such action; and
(c) Unless a demand is not required under paragraph (a) of this
Section 9.11, the Trustees must be afforded a reasonable amount of
time to consider such Shareholder request and to investigate the basis
of such claim. The Trustees shall be entitled to retain counsel or
other advisors in considering the merits of the request and may
require an undertaking by the Shareholders making such request to
reimburse the Trust for the expense of any such advisors in the event
that the Trustees determine not to bring such action.
(d) For purposes of this Section 9.11, the Board of Trustees may designate
a committee of one or more Trustees to consider a Shareholder demand
if necessary to create a committee with a majority of Trustees who are
Independent Trustees. The Trustees on that committee shall be entitled
to retain counsel or other advisors in considering the merits of the
request and may require an undertaking by the Shareholders making such
request to reimburse the Trust for the expense of any such advisors in
the event that the Trustees on the committee determine not to bring
such action.
(e) In addition to all suits, claims or other actions (collectively,
"claims") that under applicable law must be brought as derivative
claims, each Shareholder of the Trust or any Portfolio or Class
thereof agrees that any claim that affects all Shareholders of a
Portfolio or Class either equally or proportionately based on their
number of Shares in such Portfolio or Class, must be brought as a
derivative claim subject to this Section 9.11 irrespective of whether
such claim involves a violation of the Shareholders' rights under this
Agreement or any other alleged violation of contractual or individual
rights that might otherwise give rise to a direct claim.
Section 9.12 Jurisdiction and Waiver of Jury Trial. In accordance with
Section 3804(e) of the Delaware Act, any suit, action or proceeding brought by
or in the right of any Shareholder or any person claiming any interest in any
Shares seeking to enforce any provision of, based on any matter arising out of,
or in connection with, the Governing Instrument or the Trust, any Portfolio or
Class, or any Shares (including any claim of any nature against the Trust, any
Portfolio or Class, the Trustees, or officers of the Trust) shall be brought
exclusively in the Court of Chancery of the State of Delaware to the extent
there is subject matter jurisdiction in such court for the claims asserted or,
if not, then in the Superior Court of the State of Delaware. All Shareholders
and other such Persons hereby irrevocably consent to the jurisdiction of such
courts (and the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waive, to the fullest extent permitted by
law, any objection they may make now or hereafter have to the laying of the
venue of any such suit, action or proceeding in such court or that any such
suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. Further, IN CONNECTION WITH ANY SUCH SUIT, ACTION, OR
PROCEEDING BROUGHT IN THE SUPERIOR COURT IN THE STATE OF DELAWARE, ALL
SHAREHOLDERS AND ALL OTHER SUCH PERSONS HEREBY IRREVOCABLY WAIVE THE RIGHT TO A
TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. All Shareholders and
other such Persons agree that service of summons, complaint or other process in
connection with any proceedings may be made by registered or certified mail or
by overnight courier addressed to such Person at the address shown on the books
and records of the Trust for such Person or at the address of the Person shown
on the books and records of the Trust with respect to the Shares that
25
such Person claims an interest in. Service of process in any such suit, action
or proceeding against the Trust or any Trustee or officer of the Trust may be
made at the address of the Trust's registered agent in the State of Delaware.
Any service so made shall be effective as if personally made in the State of
Delaware.
26
This agreement may be executed in counterparts, each of which
counterpart shall be deemed to be an original, and all of which, when taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned, being all of the Trustees of the
Trust, have executed this instrument this 11/th/ day of April, 2017.
/s/ Xxxxx X. Arch
-----------------------------------
Xxxxx X. Arch
/s/ Xxxxx X. Xxxxx
-----------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxx
-----------------------------------
Xxxx X. Xxxxxx
/s/ Xxxxxx X Xxxxxxxx
-----------------------------------
Xxxxxx X Xxxxxxxx
/s/ Xxxxxxx Xxxxxxxxx
-----------------------------------
Xxxxxxx Xxxxxxxxx
/s/ Xxx Xxxxx
-----------------------------------
Xxx Xxxxx
/s/ Xxxxx Xxxxxx-Xxxxx
-----------------------------------
Xxxxx Xxxxxx-Xxxxx
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
/s/ Xxxxx Xxxx
-----------------------------------
Xxxxx Xxxx
/s/ Xxx Xxxxxxx Xxxxx
-----------------------------------
Xxx Xxxxxxx Xxxxx
/s/ Xxxxxxx Xxxxxxx, Xx
-----------------------------------
Xxxxxxx Xxxxxxx, Xx
/s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx
27
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxxxxxx X. Xxxxxx
28
SCHEDULE A
AIM INTERNATIONAL MUTUAL FUNDS
(INVESCO INTERNATIONAL MUTUAL FUNDS)
PORTFOLIOS AND CLASSES THEREOF
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- ---------------------------
Invesco Asia Pacific Growth Fund Class A Shares
Class B Shares
Class C Shares
Class F Shares
Class R6 Shares
Class T Shares
Class Y Shares
Institutional Class Shares
Invesco European Growth Fund Class A Shares
Class B Shares
Class C Shares
Class F Shares
Class R Shares
Class R6 Shares
Class T Shares
Class Y Shares
Institutional Class Shares
Investor Class Shares
Invesco Global Growth Fund Class A Shares
Class B Shares
Class C Shares
Class F Shares
Class T Shares
Class Y Shares
Institutional Class Shares
Invesco Global Opportunities Fund Class A Shares
Class C Shares
Class F Shares
Class R Shares
Class T Shares
Class Y Shares
Institutional Class Shares
Invesco Global Small & Mid Cap Growth Fund Class A Shares
Class B Shares
Class C Shares
Class F Shares
Class R6 Shares
Class T Shares
Class Y Shares
Institutional Class Shares
29
PORTFOLIO CLASSES OF EACH PORTFOLIO
--------- ---------------------------
Invesco Global Responsibility Equity Fund Class A Shares
Class C Shares
Class F Shares
Class R Shares
Class T Shares
Class Y Shares
Class R5 Shares
Class R6 Shares
Invesco International Companies Fund Class A Shares
Class C Shares
Class F Shares
Class R Shares
Class T Shares
Class Y Shares
Class R5 Shares
Class R6 Shares
Invesco International Core Equity Fund Class A Shares
Class B Shares
Class C Shares
Class F Shares
Class R Shares
Class T Shares
Class Y Shares
Institutional Class Shares
Investor Class Shares
Invesco International Growth Fund Class A Shares
Class B Shares
Class C Shares
Class F Shares
Class R Shares
Class T Shares
Class Y Shares
Institutional Class Shares
Invesco Select Opportunities Fund Class A Shares
Class C Shares
Class F Shares
Class R Shares
Class T Shares
Class Y Shares
Institutional Class Shares
30
