EXHIBIT (j)(2)
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
INVESCO XXX XXXXXX SENIOR LOAN FUND
AND
INVESCO INVESTMENT SERVICES, INC.
TABLE OF CONTENTS
PAGE
ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT 3
ARTICLE 2 FEES AND EXPENSES 5
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT 5
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND 6
ARTICLE 5 INDEMNIFICATION 6
ARTICLE 6 COVENANTS OF THE FUND AND THE TRANSFER AGENT 7
ARTICLE 7 TERMINATION OF AGREEMENT 8
ARTICLE 8 LIMITATION OF SHAREHOLDER LIABILITY 8
ARTICLE 9 ASSIGNMENT 8
ARTICLE 10 AMENDMENT 9
ARTICLE 11 TEXAS LAW TO APPLY 9
ARTICLE 12 MERGER OF AGREEMENT 9
ARTICLE 13 COUNTERPARTS 9
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THIRD AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of June, 2010, by and between INVESCO XXX
XXXXXX SENIOR LOAN FUND, a Massachusetts business trust, having its principal
office and place of business at 00 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx
00000 (the "Trust"), and Invesco Investment Services, Inc., a Delaware
corporation, having its principal office and place of business at 00 Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (the "Transfer Agent").
WHEREAS, the Transfer Agent is registered as such with the Securities and
Exchange Commission (the "SEC"); and
WHEREAS, the Trust is authorized to issue shares in separate classes, with
each such class having different distribution arrangements; and
WHEREAS, the Trust desires to appoint the Transfer Agent as its transfer
agent, and agent in connection with certain other activities, and the Transfer
Agent desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
ARTICLE 1
TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT
1.01 Subject to the terms and conditions set forth in this Agreement, the
Trust hereby employs and appoints the Transfer Agent to act as, and the Transfer
Agent agrees to act as, its transfer agent for the authorized and issued shares
of beneficial interest of the Trust ("Shares"), dividend disbursing agent, and
agent in connection with any accumulation or similar plans provided to
shareholders of each of the Trust (the "Shareholders"), including without
limitation any periodic investment plan or periodic withdrawal program, as
provided in the currently effective prospectus and statement of additional
information (the "Prospectus") of the Trust.
1.02 The Transfer Agent agrees that it will perform the following
services:
(a) The Transfer Agent shall, in accordance with procedures established
from time to time by agreement between the Trust and the Transfer Agent:
(i) receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof
to the Custodian of the Trust authorized pursuant to the
Charter of the Trust (the "Custodian");
(ii) pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
account;
(iii) receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof
to the Custodian;
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(iv) at the appropriate time as and when it receives monies paid
to it by the Custodian with respect to any redemption, pay
over or cause to be paid over in the appropriate manner such
monies as instructed by the Trust;
(v) effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(vi) prepare and transmit payments for dividends and distributions
declared by the Trust on behalf of the Shares;
(vii) maintain records of account for and advise the Trust and its
Shareholders as to the foregoing; and
(viii) record the issuance of Shares of the Trust and maintain
pursuant to SEC Rule 17Ad-1O(e) a record of the total number
of Shares which are authorized, based upon data provided to
it by the Trust, and issued and outstanding.
The Transfer Agent shall also provide the Trust on a regular basis with
the total number of Shares which are authorized and issued and outstanding and
shall have no obligation, when recording the issuance of Shares, to monitor the
issuance of such Shares or to take cognizance of any laws relating to the issue
or sale of such Shares, which function shall be the sole responsibility of the
Trust.
(b) In addition to the services set forth in the above paragraph (a), the
Transfer Agent shall: perform the customary services of a transfer agent,
including but not limited to maintaining all Shareholder accounts, mailing
Shareholder reports and prospectuses to current Shareholders, preparing and
mailing confirmation forms and statements of accounts to Shareholders for all
purchases and redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information.
(c) Procedures as to who shall provide certain of these services may be
established from time to time by agreement between the Trust and the Transfer
Agent. The Transfer Agent may at times perform only a portion of these services
and the Trust or its other agents may perform these services on the Trust's
behalf.
1.03 Pursuant to procedures established from time to time by agreement
between the Trust and the Transfer Agent, the Transfer Agent may, as agent and
acting on behalf of the Trust, enter into certain sub-transfer agency, omnibus
account service, and sub-accounting agreements (collectively, "third-party
servicing arrangements") whereby an intermediary agrees to provide individual
shareholder and/or record keeping services with respect to investments in the
Portfolios that would otherwise be required to be provided by the Transfer Agent
hereunder, provided that such intermediary has entered or will concurrently
enter into an Intermediary Agreement Regarding Compliance with SEC Rule 22c-2 in
substantially the form approved by the Trust. Such third-party servicing
arrangements may, but are not required to, further provide that such
intermediaries may designate sub-agents for purposes of receiving orders for the
purchase and redemption of Shares, provided that an intermediary appointing such
a sub-agent remains contractually responsible for the receipt and processing of
orders received by such sub-agent. The Trust, or the Transfer Agent as agent for
and on behalf of the Trust, shall maintain copies of all written agreements
evidencing
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third-party servicing arrangements that are in effect, or that were in effect at
any time during the past six years, in an easily accessible place.
ARTICLE 2
FEES AND EXPENSES
2.01 For performance by the Transfer Agent pursuant to this Agreement, the
Trust agrees to pay the Transfer Agent fees as set forth in Schedule A, attached
hereto. Such fees and out-of-pocket expenses and advances identified under
Section 2.02 below may be changed from time to time subject to mutual written
agreement between the Trust and the Transfer Agent.
2.02 In addition to the fee paid under Section 2.01 above, the Trust
agrees to reimburse the Transfer Agent for out-of-pocket expenses or advances
incurred by the Transfer Agent for the items set forth in Schedule A. In
addition, any other expenses incurred by the Transfer Agent at the request or
with the consent of the Trust, will be reimbursed by the Trust on behalf of the
applicable Shares.
2.03 The Trust agrees to pay all fees and reimbursable expenses following
the mailing of the respective billing notice. Postage for mailing of dividends,
proxies, Trust reports and other mailings to all Shareholder accounts shall be
advanced to the Transfer Agent by the Trust at least seven (7) days prior to the
mailing date of such materials.
2.04 The Trust agrees to pay all fees payable under third-party servicing
arrangements.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT
The Transfer Agent represents and warrants to the Trust that:
3.01 It is a corporation duly organized and existing and in good standing
under the laws of the state of Delaware.
3.02 It is duly qualified to carry on its business in Delaware and in
Texas.
3.03 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
3.06 It is registered as a Transfer Agent as required by the federal
securities laws.
3.07 This Agreement is a legal, valid and binding obligation to it.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE TRUST
The Trust represents and warrants to the Transfer Agent that:
4.01 It is a business trust duly organized and existing and in good
standing under the laws of Massachusetts.
4.02 It is empowered under applicable laws and by its Agreement and
Declaration of Trust and By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Agreement and Declaration
of Trust and By-Laws have been taken to authorize it to enter into and perform
this Agreement.
4.04 It is a management investment company registered under the Investment
Company Act of 1940, as amended.
4.05 A registration statement under the Securities Act of 1933, as
amended, is currently effective and will remain effective, with respect to all
Shares of the Trust being offered for sale.
ARTICLE 5
INDEMNIFICATION
5.01 The Transfer Agent shall not be responsible for, and the Trust shall
indemnify and hold the Transfer Agent harmless from and against, any and all
losses, damages, costs, charges, counsel fees, payments, expenses and liability
arising out of or attributable to:
(a) all actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct;
(b) the Trust's lack of good faith, negligence or willful misconduct which
arise out of the breach of any representation or warranty of the Trust
hereunder;
(c) the reliance on or use by the Transfer Agent or its agents or
subcontractors of information, records and documents or services which (i) are
received or relied upon by the Transfer Agent or its agents or subcontractors
and/or furnished to it or performed by on behalf of the Trust, and (ii) have
been prepared, maintained and/or performed by the Trust or any other person or
firm on behalf of the Trust; provided such actions are taken in good faith and
without negligence or willful misconduct;
(d) the reliance on, or the carrying out by the Transfer Agent or its
agents or subcontractors of any instructions or requests of the Trust; provided
such actions are taken in good faith and without negligence or willful
misconduct; or
(e) the offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities laws or regulations of
any state that such Shares be registered in such state or in violation of any
stop order or other determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such state.
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5.02 The Transfer Agent shall indemnify and hold the Trust harmless from
and against any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to any action or failure
or omission to act by the Transfer Agent as result of the Transfer Agent's lack
of good faith, negligence or willful misconduct.
5.03 At any time the Transfer Agent may apply to any officer of the Trust
for instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Transfer Agent
under this Agreement, and the Transfer Agent and its agents or subcontractors
shall not be liable to and shall be indemnified by the Trust for any action
taken or omitted by it in reliance upon such instructions or upon the opinion of
such counsel. The Transfer Agent shall be protected and indemnified in acting
upon any paper or document furnished by or on behalf of the Trust, reasonably
believed to be genuine and to have been signed by the proper person or persons,
or upon any instruction, information, data, records or documents provided to the
Transfer Agent or its agents or subcontractors by machine readable input, telex,
CRT data entry or other similar means authorized by the Trust, and shall not be
held to have notice of any change of authority of any person, until receipt of
written notice thereof from the Trust.
5.04 In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
5.05 Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
ARTICLE 6
COVENANTS OF THE TRUST AND THE TRANSFER AGENT
6.01 The Trust shall, upon request, promptly furnish to the Transfer Agent
the following:
(a) a certified copy of the resolution of the Board of Trustees of the
Trust authorizing the appointment of the Transfer Agent and the execution and
delivery of this Agreement; and
(b) a copy of the Agreement and Declaration of Trust and By-Laws of the
Trust and all amendments thereto.
6.02 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Transfer
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Agent agrees that all such records prepared or maintained by the Transfer Agent
relating to the services to be performed by the Transfer Agent hereunder are the
property of the Trust and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered promptly to the
Trust on and in accordance with its request.
6.03 The Transfer Agent and the Trust agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.
6.04 In case of any requests or demands for the inspection of the
Shareholder records of the Trust, the Transfer Agent will endeavor to notify the
Trust and to secure instructions from an authorized officer of the Trust as to
such inspection. The Transfer Agent reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.
ARTICLE 7
TERMINATION OF AGREEMENT
7.01 This Agreement may be terminated by either party upon sixty (60) days
written notice to the other.
7.02 Should the Trust exercise its right to terminate this Agreement, all
out-of-pocket expenses associated with the movement of records and material will
be borne by the Trust. Additionally, the Transfer Agent reserves the right to
charge for any other reasonable expenses associated with such termination and/or
a charge equivalent to the average of three (3) months' fees.
ARTICLE 8
LIMITATION OF SHAREHOLDER LIABILITY
8.01 Notice is hereby given that this Agreement is being executed by the
Trust by a duly authorized officer thereof acting as such and not individually.
The obligations of this Agreement are not binding upon any of the trustees,
officers, shareholders or the investment advisor of the Trust individually but
are binding only upon the assets and property belonging to the Trust for the
benefit of which the trustees or directors have caused this Agreement to be
executed.
ARTICLE 9
ASSIGNMENT
9.01 Except as provided in Section 9.03 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
9.02 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
9.03 The Transfer Agent may, without further consent on the part of the
Trust, subcontract for the performance hereof with any entity which is duly
registered as a transfer agent pursuant to Section 17A(c)(1) of the Securities
Exchange Act of 1934 as amended ("Section 17A(c)(1)");
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provided, however, that the Transfer Agent shall be as fully responsible to the
Trust for the acts and omissions of any subcontractor as it is for its own acts
and omissions.
ARTICLE 10
AMENDMENT
10.01 This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of the Board
of Trustees of the Trust.
ARTICLE 11
TEXAS LAW TO APPLY
11.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Texas.
ARTICLE 12
MERGER OF AGREEMENT
12.01 This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject matter
hereof whether oral or written.
ARTICLE 13
COUNTERPARTS
13.01 This Agreement may be executed by the parties hereto on any number
of counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
INVESCO XXX XXXXXX SENIOR LOAN FUND
By:
------------------------------
Name: Xxxx X. Xxxx
Title: Senior Vice President
ATTEST:
---------------------------------
Assistant Secretary
INVESCO INVESTMENT SERVICES, INC.
By:
------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
ATTEST:
---------------------------------
Assistant Secretary
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SCHEDULE A
1. RETAIL SHARE CLASSES
OPEN ACCOUNT FEE. For performance by the Transfer Agent pursuant to this
Agreement, the Trust agrees to pay the Transfer Agent an annualized fee for
shareholder accounts holding Class A, B, C, IB and IC Shares that are open
during any monthly period at a rate of $19.60.
CLOSED ACCOUNT FEE. For performance by the Transfer Agent pursuant to this
Agreement, the Trust agrees to pay the Transfer Agent an annualized fee for
shareholder accounts which previously held Class A, B, C, IB and IC Shares that
were closed during any monthly period at a rate of $0.70, to be paid for twelve
months following the date on which an account was closed.
DETERMINING NUMBER OF BILLABLE ACCOUNTS. The Open Account Fee and the
Closed Account Fee shall be paid only with respect to accounts serviced directly
by the Transfer Agent and not with respect to accounts serviced by third parties
pursuant to omnibus account service or sub-accounting agreements, as provided in
Section 2.04 of the Agreement.
BILLING OF FEES. Both the Open and Closed Account Fees shall be billed by
the Transfer Agent monthly in arrears on a prorated basis of 1/12 of the
annualized fee for all such accounts.
2. INVESTMENT CREDITS
The total fees due to the Transfer Agent from all funds affiliated with
the Trust shall be reduced by an amount equal to the investment income earned by
the Transfer Agent, if any, on the balances of the disbursement accounts for
those funds. Such credits shall be allocated among accounts holding Class A, B,
C, IB and IC Shares, as applicable, on the basis of fiscal year-to-date average
net assets.
4. OUT-OF-POCKET EXPENSES
The Trust shall reimburse the Transfer Agent monthly for applicable
out-of-pocket expenses relating to the procurement of the following goods and
services, as they relate to the performance of the Transfer Agent's obligations
set forth in Article I of the Agreement, including, but not limited to:
(a) Remote access, license and usage charges paid by the Transfer Agent
for use of shareholder record keeping and related systems provided
by DST Systems, Inc., and used by the Transfer Agent to service
Shareholder accounts, including but not limited to:
(i) TA2000(R), the record keeping system on which records related
to most Shareholder accounts will be maintained;
(ii) TRAC2000(R), the record keeping system on which records
related to Shareholder accounts held by and through
employer-sponsored retirement plans are maintained;
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(iii) Automated Work Distributor(TM), a document imaging, storage
and distribution system;
(iv) Financial Access Network, a computer system and related
software applications which will provide the necessary
interfaces to allow customers to access account information
residing on the TA2000 and TRAC2000 systems through
xxxxxxxxxxxxxx.xxx;
(v) PowerSelect(TM), a reporting database that the Transfer Agent
can query to produce reports derived from Shareholder account
data residing on the TA2000 and TRAC2000 systems; and
(vi) Client specific system enhancements.
(b) Computer and data processing and storage equipment, communication
lines and equipment, printers and other equipment used in connection
with the provision of services hereunder, and any expenses incurred
in connection with the installation and use of such equipment and
lines.
(c) Microfiche, microfilm and electronic image scanning equipment.
(d) Electronic data and image storage media and related storage costs.
(e) Record retention, retrieval and destruction costs, including, but
not limited to exit fees charged by third party record keeping
vendors.
(f) Telephone and telecommunication costs, including all lease,
maintenance and line costs.
(g) Programming costs, system access and usage fees, electronic
presentment service fees, data and document delivery fees, and other
related fees and costs which relate to the printing and delivery of
the following documents to Shareholders and to each Shareholder's
broker of record:
(i) Investment confirmations;
(ii) Periodic account statements;
(iii) Tax forms; and
(iv) Redemption checks.
(h) Printing costs, including, without limitation, the costs associated
with printing stationery, envelopes, share certificates, checks,
investment confirmations, periodic account statements, and tax
forms.
(i) Postage (bulk, pre-sort, ZIP+4, bar coding, first class), certified
and overnight mail and private delivery services, courier services
and related insurance.
(j) Certificate insurance.
(k) Banking charges, including without limitation, incoming and outgoing
wire charges and charges associated with the receipt and processing
of government allotments.
(l) Check writing fees.
(m) Federal Reserve charges for check clearance.
(n) Rendering fees.
(o) Audit, consulting and legal fees which relate to the provision of
service hereunder.
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(p) Shareholder information and education mailings, including, but not
limited to, periodic shareholder newsletters and tax guides.
(q) Duplicate services;
(r) Such other miscellaneous expenses reasonably incurred by the
Transfer Agent in performing its duties and responsibilities.
(s) Due diligence mailings.
(t) Ad hoc reports.
The Trust agrees that postage and mailing expenses will be paid on the day
of or prior to mailing. In addition, the Trust will promptly reimburse the
Transfer Agent for any other unscheduled expenses incurred by the Transfer Agent
whenever the Trust and the Transfer Agent mutually agree that such expenses are
not otherwise properly borne by the Transfer Agent as part of its duties and
obligations under the Agreement.
The amount of the Trust's fiscal year-to-date out-of-pocket expenses shall
be allocated among accounts holding Class A, B, C, IB and IC Shares, as
applicable, on the basis of fiscal year-to-date average net assets.
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