MASTER ADMINISTRATIVE SERVICES AGREEMENT
Exhibit (g)(3)
This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this 1st day of June,
2010 by and between INVESCO ADVISERS, INC., a Delaware corporation (the “Administrator”) and
INVESCO XXX XXXXXX EXCHANGE FUND, a California Limited Partnership (the “Fund”).
W I T N E S S E T H:
WHEREAS, the Fund is a closed-end investment company registered under the Investment Company
Act of 1940, as amended (the “1940 Act”); and
WHEREAS, the Fund, has retained the Administrator to perform (or arrange for the performance
of) accounting, shareholder servicing and other administrative services as well as investment
advisory services to the Fund, and that the Administrator may receive reasonable compensation or
may be reimbursed for its costs in providing such additional services, upon the request of the
Managing General Partners (the “Board”) and upon a finding by the Board that the provision of such
services is in the best interest of the Fund and its shareholders; and
WHEREAS, the Board has found that the provision of such administrative services is in the best
interest of the Fund and its shareholders, and has requested that the Administrator perform such
services;
NOW, THEREFORE, the parties hereby agree as follows:
1. The Administrator hereby agrees to provide, or arrange for the provision of, any or all of
the following services by the Administrator or its affiliates:
(a) the services of a principal financial officer of the Fund (including related
office space, facilities and equipment) whose normal duties consist of maintaining
the financial accounts and books and records of the Fund, including the review of
daily net asset value calculations and the preparation of tax returns; and the
services (including related office space, facilities and equipment) of any of the
personnel operating under the direction of such principal financial officer;
(b) to the extent not otherwise required under the Administrator’s investment
advisory agreement with the Fund, supervising the operations of the custodian(s),
transfer agent(s) or dividend paying agent(s) for the Fund, auction agent(s) for the
Fund’s preferred shares, if issued, and other agents as agreed upon by the Fund; or
otherwise providing services to shareholders of the Fund; and the Administrator from
time to time;
(c) supervising the Fund’s relationship with any stock exchange on which the Fund’s
common shares are listed; and
(d) to the extent not otherwise required under the Administrator’s investment
advisory agreement with the Fund, such other administrative services as may be
furnished from time to time by the Administrator to the Fund at the request of the
Fund’s Board, provided, however, that nothing in this Agreement shall require the
Administrator to pay the salary or other compensation (or any portion of such salary
or other compensation) of any other officer of the Fund that the Fund’s Board has
agreed should be paid by the Fund so long as such agreement is evidenced by a
resolution of the Board.
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2. The services provided hereunder shall at all times be subject to the direction and
supervision of the Fund’s Board.
3. As full compensation for the services performed and the facilities furnished by or at the
direction of the Administrator, the Fund shall pay the Administrator in accordance with the Fee
Schedule as set forth in Appendix A attached hereto, as the same may be amended from time to time.
Such amounts shall be paid to the Administrator on a monthly basis.
4. The Administrator shall not be liable for any error of judgment or for any loss suffered by
the Fund in connection with any matter to which this Agreement relates, except a loss resulting
from the Administrator’s willful misfeasance, bad faith or gross negligence in the performance of
its duties or from reckless disregard of its obligations and duties under this Agreement.
5. The Fund and the Administrator each hereby represent and warrant, but only as to
themselves, that each has all requisite authority to enter into, execute, deliver and perform its
obligations under this Agreement and that this Agreement is legal, valid and binding, and
enforceable in accordance with its terms.
6. Nothing in this Agreement shall limit or restrict the rights of any director, officer or
employee of the Administrator who may also be a [trustee/director/managing general partner],
officer or employee of the Fund to engage in any other business or to devote his time and attention
in part to the management or other aspects of any business, whether of a similar or a dissimilar
nature, nor limit or restrict the right of the Administrator to engage in any other business or to
render services of any kind to any other corporation, firm, individual or association.
7. This Agreement shall become effective with respect to the Fund on the Effective Date as set
forth in Appendix A attached hereto. This Agreement shall continue in effect until June 30, 2011,
and may be continued from year to year thereafter, provided that the continuation of the Agreement
is specifically approved at least annually:
(a) (i) by the Fund’s Board or (ii) by the vote of “a majority of the outstanding
voting securities” of such Portfolio (as defined in Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the Managing General Partners who are not
parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of a party to
this Agreement (other than as Managing General Partners of the Fund), by votes cast in
person at a meeting specifically called for such purpose.
This Agreement shall terminate automatically in the event of its assignment (as defined in
Section 2(a) (4) of the 1940 Act).
8. This Agreement may be amended or modified, but only by a written instrument signed by both
the Fund and the Administrator.
9. Notice is hereby given that, as provided by applicable law, the obligations of or arising
out of this Agreement are not binding upon any of the shareholders of the Fund individually but are
binding only upon the assets and property of the Fund and that the shareholders shall be entitled,
to the fullest extent permitted by applicable law, to the same limitation on personal liability as
stockholders of private corporations for profit.
10. Any notice or other communication required to be given pursuant to this
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Agreement shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid, (a) to the Administrator at Eleven Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000,
Attention: President, with a copy to the General Counsel, or (b) to the Fund at Eleven Xxxxxxxx
Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, Attention: President, with a copy to the General Counsel.
11. This Agreement contains the entire agreement between the parties hereto and supersedes all
prior agreements, understandings and arrangements with respect to the subject matter hereof.
12. This Agreement shall be governed by and construed in accordance with the laws (without
reference to conflicts of law provisions) of the State of Texas.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their
officers designated below as of the day and year first above written.
INVESCO ADVISERS, INC. | ||||||||
Attest:
|
By: | |||||||
Assistant Secretary | Name: | Xxxx X. Xxxxxxxx | ||||||
Title: | Senior Vice President | |||||||
(SEAL) |
||||||||
INVESCO XXX XXXXXX EXCHANGE FUND | ||||||||
Attest:
|
By: | |||||||
Assistant Secretary | Name: | Xxxx X. Xxxx | ||||||
Title: | Senior Vice President | |||||||
(SEAL) |
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APPENDIX A
Portfolio | Effective Date of Agreement | |||
Invesco Xxx Xxxxxx Exchange Fund |
June 1, 2010 |
The Administrator may receive from the Fund reimbursement for costs or reasonable compensation
for such services as follows:
Rate* | Net Assets | |
0.023%
|
First $1.5 billion | |
0.013%
|
Next $1.5 billion | |
0.003%
|
Over $3 billion |
* | Annual minimum fee is $50,000. An additional $10,000 per class of shares is charged for each class other than the initial class. The $10,000 class fee is waived for the above Fund with insufficient assets to result in the payment of more than the minimum fee of $50,000. |
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