EXHIBIT (k)(1)(i)
MASTER ADMINISTRATIVE SERVICES AGREEMENT
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 SENIOR LOAN FUND, a
Massachusetts business trust (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
Board of Trustees (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
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is evidenced by a resolution of the Board.
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 Trustees 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 Trustees 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.
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10. Any notice or other communication required to be given pursuant to this
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: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxxx
---------------------------- ---------------------------
Assistant Secretary Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
(SEAL)
INVESCO XXX XXXXXX SENIOR LOAN FUND
Attest: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxx
------------------------------ ---------------------------
Assistant Secretary Name: Xxxx X. Xxxx
Title: Senior Vice President
(SEAL)
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APPENDIX A
FEE SCHEDULE TO
MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
INVESCO XXX XXXXXX SENIOR LOAN FUND
PORTFOLIO EFFECTIVE DATE OF AGREEMENT
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Invesco Xxx Xxxxxx Senior Loan 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
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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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