MASTER INTERGROUP SUB-ADVISORY CONTRACT
FOR MUTUAL FUNDS
This contract is made as of May 1, 2008, by and among Invesco Aim Advisors,
Inc. (the "Advisor") and each of AIM Funds Management Inc., Invesco Asset
Management Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset
Management (Japan) Ltd., Invesco Australia Limited, Invesco Global Asset
Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional
(N.A.), Inc., and Invesco Senior Secured Management, Inc. (each a "Sub-Advisor"
and, collectively, the "Sub-Advisors").
WHEREAS:
A) The Advisor has entered into an investment advisory agreement with AIM
International Mutual Funds (the "Trust"), an open-end management
investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), with respect to the funds set forth
in Exhibit A attached hereto (each a "Fund");
B) The Advisor is authorized to delegate certain, any or all of its
rights, duties and obligations under investment advisory agreements to
sub-advisors, including sub-advisors that are affiliated with the
Advisor;
C) Each Sub-Advisor represents that it is registered with the U.S.
Securities and Exchange Commission ("SEC") as an investment advisor
under the Investment Advisors Act of 1940 ("Advisors Act") as an
investment advisor, or will be so registered prior to providing any
services to any of the Funds under this Contract, and engages in the
business of acting as an investment advisor; and
D) The Sub-Advisors and their affiliates have personnel in various
locations throughout the world and have been formed in part for the
purpose of researching and compiling information and recommendations
on the economies of various countries and securities of issuers
located in such countries or on various types of investments and
investment techniques, and providing investment advisory services in
connection therewith.
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Advisor hereby appoints each Sub-Advisor as a sub-advisor of
each Fund for the period and on the terms set forth herein. Each Sub-Advisor
accepts such appointment and agrees to render the services herein set forth, for
the compensation herein provided.
2. Duties as Sub-Advisor. Subject to paragraph 7 below, the Advisor may, in its
discretion, appoint each Sub-Advisor to perform one or more of the following
services with respect to all or a portion of the investments of each Fund. The
services and the portion of the investments of each Fund to be advised or
managed by each Sub-Advisor shall be as agreed upon from time to time by the
Advisor and the Sub-Advisors. Each Sub-Advisor shall pay the salaries and fees
of all personnel of such Sub-Advisor performing services for the Funds related
to research, statistical and investment activities.
(a) Investment Advice. If and to the extent requested by the Advisor, each
Sub-Advisor shall provide investment advice to one or more of the Funds and the
Advisor with respect to all or a portion of the investments of such Fund(s) or
with respect to various investment techniques, and in connection with such
advice shall furnish such Fund(s) and the Advisor with such factual information,
research reports and investment recommendations as the Advisor may reasonably
require.
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(b) Order Execution. If and to the extent requested by the Advisor, each
Sub-Advisor shall place orders for the purchase and sale of portfolio securities
or other investments for one or more of the Funds. In so doing, each Sub-Advisor
agrees that it shall comply with paragraph 3 below.
(c) Discretionary Investment Management. If and to the extent requested by
the Advisor, each Sub-Advisor shall, subject to the supervision of the Trust's
Board of Trustees (the "Board") and the Advisor, manage all or a portion of the
investments of one or more of the Funds in accordance with the investment
objectives, policies and limitations provided in the Trust's Registration
Statement and such other limitations as the Trust or the Advisor may impose with
respect to such Fund(s) by notice to the applicable Sub-Advisor(s) and otherwise
in accordance with paragraph 5 below. With respect to the portion of the
investments of a Fund under its management, each Sub-Advisor is authorized to:
(i) make investment decisions on behalf of the Fund with regard to any stock,
bond, other security or investment instrument, including but not limited to
foreign currencies, futures, options and other derivatives, and with regard to
borrowing money; (ii) place orders for the purchase and sale of securities or
other investment instruments with such brokers and dealers as the Sub-Advisor
may select; and (iii) upon the request of the Advisor, provide additional
investment management services to the Fund, including but not limited to
managing the Fund's cash and cash equivalents and lending securities on behalf
of the Fund. In selecting brokers or dealers to execute trades for the Funds,
each Sub-Advisor will comply with its written policies and procedures regarding
brokerage and trading, which policies and procedures shall have been approved by
the Board. All discretionary investment management and any other activities of
each Sub-Advisor shall at all times be subject to the control and direction of
the Advisor and the Board.
3. Broker-Dealer Relationships. Each Sub-Advisor agrees that, in placing orders
with brokers and dealers, it will attempt to obtain the best net result in terms
of price and execution. Consistent with this obligation, each Sub-Advisor may,
in its discretion, purchase and sell portfolio securities from and to brokers
and dealers who sell shares of the Funds or provide the Funds, the Advisor's
other clients, or a Sub-Advisor's other clients with research, analysis, advice
and similar services. Each Sub-Advisor may pay to brokers and dealers, in return
for such research and analysis, a higher commission or spread than may be
charged by other brokers and dealers, subject to such Sub-Advisor determining in
good faith that such commission or spread is reasonable in terms either of the
particular transaction or of the overall responsibility of the Advisor and such
Sub-Advisor to the Funds and their other clients and that the total commissions
or spreads paid by each Fund will be reasonable in relation to the benefits to
the Fund over the long term. In no instance will portfolio securities be
purchased from or sold to a Sub-Advisor, or any affiliated person thereof,
except in accordance with the applicable securities laws and the rules and
regulations thereunder and any exemptive orders currently in effect. Whenever a
Sub-Advisor simultaneously places orders to purchase or sell the same security
on behalf of a Fund and one or more other accounts advised by such Sub-Advisor,
such orders will be allocated as to price and amount among all such accounts in
a manner believed to be equitable to each account.
4. Books and Records. Each Sub-Advisor will maintain all required books and
records with respect to the securities transactions of the Funds, and will
furnish the Board and the Advisor with such periodic and special reports as the
Board or the Advisor reasonably may request. Each Sub-Advisor hereby agrees that
all records which it maintains for the Advisor are the property of the Advisor,
and agrees to preserve for the periods prescribed by applicable law any records
which it maintains for the Advisor and which are required to be maintained, and
further agrees to surrender promptly to the Advisor any records which it
maintains for the Advisor upon request by the Advisor.
5. Further Duties.
(a) In all matters relating to the performance of this Contract, each
Sub-Advisor will act in conformity with the Agreement and Declaration of Trust,
By-Laws and Registration Statement of the Trust and with the instructions and
directions of the Advisor and the Board and will comply with the requirements of
the 1940 Act, the rules, regulations, exemptive orders and no-action positions
thereunder, and all other applicable laws and regulations.
(b) Each Sub-Advisor shall maintain compliance procedures for the Funds
that it and the Advisor reasonably believe are adequate to ensure compliance
with the federal securities laws (as
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defined in Rule 38a-1 of the 0000 Xxx) and the investment objective(s) and
policies as stated in the Funds' prospectuses and statements of additional
information. Each Sub-Advisor at its expense will provide the Advisor or the
Trust's Chief Compliance Officer with such compliance reports relating to its
duties under this Contract as may be requested from time to time.
Notwithstanding the foregoing, each Sub-Advisor will promptly report to the
Advisor any material violations of the federal securities laws (as defined in
Rule 38a-1 of the 0000 Xxx) that it is or should be aware of or of any material
violation of the Sub-Advisor's compliance policies and procedures that pertain
to the Funds.
(c) Each Sub-Advisor at its expense will make available to the Board and
the Advisor at reasonable times its portfolio managers and other appropriate
personnel, either in person or, at the mutual convenience of the Advisor and the
Sub-Advisor, by telephone, in order to review the investment policies,
performance and other investment related information regarding the Funds and to
consult with the Board and the Advisor regarding the Funds' investment affairs,
including economic, statistical and investment matters related to the
Sub-Advisor's duties hereunder, and will provide periodic reports to the Advisor
relating to the investment strategies it employs. Each Sub-Advisor and its
personnel shall also cooperate fully with counsel and auditors for, and the
Chief Compliance Officer of, the Advisor and the Trust.
(d) Each Sub-Advisor will assist in the fair valuation of portfolio
securities held by the Funds. The Sub-Advisor will use its reasonable efforts to
provide, based upon its own expertise, and to arrange with parties independent
of the Sub-Advisor such as broker-dealers for the provision of, valuation
information or prices for securities for which prices are deemed by the Advisor
or the Trust's administrator not to be readily available in the ordinary course
of business from an automated pricing service. In addition, each Sub-Advisor
will assist the Funds and their agents in determining whether prices obtained
for valuation purposes accurately reflect market price information relating to
the assets of the Funds at such times as the Advisor shall reasonably request,
including but not limited to, the hours after the close of a securities market
and prior to the daily determination of a Fund's net asset value per share.
(e) Each Sub-Advisor represents and warrants that it has adopted a code of
ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the
requirements of Rule 204A-1 under the Advisors Act and has provided the Advisor
and the Board a copy of such code of ethics, together with evidence of its
adoption, and will promptly provide copies of any changes thereto, together with
evidence of their adoption. Upon request of the Advisor, but in any event no
less frequently than annually, each Sub-Advisor will supply the Advisor a
written report that (A) describes any issues arising under the code of ethics or
procedures since the Sub-Advisor's last report, including but not limited to
material violations of the code of ethics or procedures and sanctions imposed in
response to the material violations; and (B) certifies that the procedures
contained in the Sub-Advisor's code of ethics are reasonably designed to prevent
"access persons" from violating the code of ethics.
(f) Upon request of the Advisor, each Sub-Advisor will review draft reports
to shareholders and other documents provided or available to it and provide
comments on a timely basis. In addition, each Sub-Advisor and each officer and
portfolio manager thereof designated by the Advisor will provide on a timely
basis such certifications or sub-certifications as the Advisor may reasonably
request in order to support and facilitate certifications required to be
provided by the Trust's Principal Executive Officer and Principal Financial
Officer and will adopt such disclosure controls and procedures in support of the
disclosure controls and procedures adopted by the Trust as the Advisor, on
behalf of the Trust, deems are reasonably necessary.
(g) Unless otherwise directed by the Advisor or the Board, each Sub-Advisor
will vote all proxies received in accordance with the Advisor's proxy voting
policy or, if the Sub-Advisor has a proxy voting policy approved by the Board,
the Sub-Advisor's proxy voting policy. Each Sub-Advisor shall maintain and shall
forward to the Funds or their designated agent such proxy voting information as
is necessary for the Funds to timely file proxy voting results in accordance
with Rule 30b1-4 of the 1940 Act.
(h) Each Sub-Advisor shall provide the Funds' custodian on each business
day with information relating to all transactions concerning the assets of the
Funds and shall provide the Advisor with such information upon request of the
Advisor.
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6. Services Not Exclusive. The services furnished by each Sub-Advisor hereunder
are not to be deemed exclusive and such Sub-Advisor shall be free to furnish
similar services to others so long as its services under this Contract are not
impaired thereby. Nothing in this Contract shall limit or restrict the right of
any director, officer or employee of a Sub-Advisor, who may also be a Trustee,
officer or employee of the Trust, to engage in any other business or to devote
his or her time and attention in part to the management or other aspects of any
other business, whether of a similar nature or a dissimilar nature.
7. Use of Subsidiaries and Affiliates. Each Sub-Advisor may perform any or all
of the services contemplated hereunder, including but not limited to providing
investment advice to the Funds pursuant to paragraph 2(a) above and placing
orders for the purchase and sale of portfolio securities or other investments
for the Funds pursuant to paragraph 2(b) above, directly or through such of its
subsidiaries or other affiliates, including each of the other Sub-Advisors, as
such Sub-Advisor shall determine; provided, however, that performance of such
services through such subsidiaries or other affiliates shall have been approved,
when required by the 1940 Act, by (i) a vote of a majority of the independent
Trustees who are not parties to this Contract or "interested persons" (as
defined in the 0000 Xxx) of a party to this Contract, other than as Board
members ("Independent Trustees"), cast in person at a meeting called for the
purpose of voting on such approval, and/or (ii) a vote of a majority of that
Fund's outstanding voting securities.
8. Compensation.
(a) The only fees payable to the Sub-Advisors under this Contract are for
providing discretionary investment management services pursuant to paragraph
2(c) above. For such services, the Advisor will pay each Sub-Advisor a fee,
computed daily and paid monthly, equal to (i) 40% of the monthly compensation
that the Advisor receives from the Trust pursuant to its advisory agreement with
the Trust, multiplied by (ii) the fraction equal to the net assets of such Fund
as to which the Sub-Advisor shall have provided discretionary investment
management services pursuant to paragraph 2(c) above for that month divided by
the net assets of such Fund for that month. This fee shall be payable on or
before the last business day of the next succeeding calendar month. This fee
shall be reduced to reflect contractual or voluntary fee waivers or expense
limitations by the Advisor, if any, in effect from time to time as set forth in
paragraph 9 below. In no event shall the aggregate monthly fees paid to the
Sub-Advisors under this Contract exceed 40% of the monthly compensation that the
Advisor receives from the Trust pursuant to its advisory agreement with the
Trust, as reduced to reflect contractual or voluntary fee waivers or expense
limitations by the Advisor, if any.
(b) If this Contract becomes effective or terminates before the end of any
month, the fees for the period from the effective date to the end of the month
or from the beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
(c) If a Sub-Advisor provides the services under paragraph 2(c) above to a
Fund for a period that is less than a full month, the fees for such period shall
be prorated according to the proportion which such period bears to the
applicable full month.
9. Fee Waivers and Expense Limitations. If, for any fiscal year of a Fund, the
amount of the advisory fee which such Fund would otherwise be obligated to pay
to the Advisor is reduced because of contractual or voluntary fee waivers or
expense limitations by the Advisor, the fee payable to each Sub-Advisor pursuant
to paragraph 8 above shall be reduced proportionately; and to the extent that
the Advisor reimburses the Fund as a result of such expense limitations, such
Sub-Advisor shall reimburse the Advisor that proportion of such reimbursement
payments which the fee payable to each Sub-Advisor pursuant to paragraph 8 above
bears to the advisory fee under this Contract.
10. Limitation of Liability of Sub-Advisor and Indemnification. No Sub-Advisor
shall be liable for any costs or liabilities arising from any error of judgment
or mistake of law or any loss suffered by a Fund or the Trust in connection with
the matters to which this Contract relates except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of such Sub-Advisor in
the performance by such
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Sub-Advisor of its duties or from reckless disregard by such Sub-Advisor of its
obligations and duties under this Contract. Any person, even though also an
officer, partner, employee, or agent of a Sub-Advisor, who may be or become a
Trustee, officer, employee or agent of the Trust, shall be deemed, when
rendering services to a Fund or the Trust or acting with respect to any business
of a Fund or the Trust, to be rendering such service to or acting solely for the
Fund or the Trust and not as an officer, partner, employee, or agent or one
under the control or direction of such Sub-Advisor even though paid by it.
11. Duration and Termination.
(a) This Contract shall become effective with respect to each Sub-Advisor
upon the later of the date hereabove written and the date that such Sub-Advisor
is registered with the SEC as an investment advisor under the Advisors Act, if a
Sub-Advisor is not so registered as of the date hereabove written; provided,
however, that this Contract shall not take effect with respect to any Fund
unless it has first been approved (i) by a vote of a majority of the Independent
Trustees, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of that Fund's outstanding voting
securities, when required by the 0000 Xxx.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in force and effect until June 30, 2009. Thereafter, if not terminated,
with respect to each Fund, this Contract shall continue automatically for
successive periods not to exceed twelve months each, provided that such
continuance is specifically approved at least annually (i) by a vote of a
majority of the Independent Trustees, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by the Board or by vote of a
majority of the outstanding voting securities of that Fund.
(c) Notwithstanding the foregoing, with respect to any Fund(s) or any
Sub-Advisor(s), this Contract may be terminated at any time, without the payment
of any penalty, (i) by vote of the Board or by a vote of a majority of the
outstanding voting securities of such Fund(s) on sixty days' written notice to
such Sub-Advisor(s); or (ii) by the Advisor on sixty days' written notice to
such Sub-Advisor(s); or (iii) by a Sub-Advisor on sixty days' written notice to
the Trust. Should this Contract be terminated with respect to a Sub-Advisor, the
Advisor shall assume the duties and responsibilities of such Sub-Advisor unless
and until the Advisor appoints another Sub-Advisor to perform such duties and
responsibilities. Termination of this Contract with respect to one or more
Fund(s) or Sub-Advisor(s) shall not affect the continued effectiveness of this
Contract with respect to any remaining Fund(s) or Sub-Advisor(s). This Contract
will automatically terminate in the event of its assignment.
12. Amendment. No provision of this Contract may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and, when required by the 1940 Act, no amendment of this Contract shall
be effective until approved by vote of a majority of the Fund's outstanding
voting securities.
13. Notices. Any notices under this Contract shall be in writing, addressed and
delivered, telecopied or mailed postage paid, to the other party entitled to
receipt thereof at such address as such party may designate for the receipt of
such notice. Until further notice to the other party, it is agreed that the
address of the Trust and the Advisor shall be 00 Xxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000-0000. Until further notice to the other party, it is agreed
that the address of each Sub-Advisor shall be set forth in Exhibit B attached
hereto.
14. Governing Law. This Contract shall be construed in accordance with the laws
of the State of Texas and the 1940 Act. To the extent that the applicable laws
of the State of Texas conflict with the applicable provisions of the 1940 Act,
the latter shall control.
15. Multiple Sub-Advisory Agreements. This Contract has been signed by multiple
parties; namely the Advisor, on one hand, and each Sub-Advisor, on the other.
The parties have signed one document for administrative convenience to avoid a
multiplicity of documents. It is understood and agreed that this document shall
constitute a separate sub-advisory agreement between the Advisor and each
Sub-Advisor
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with respect to each Fund, as if the Advisor and such Sub-Advisor had executed a
separate sub-advisory agreement naming such Sub-Advisor as a sub-Advisor to each
Fund. With respect to any one Sub-Advisor, (i) references in this Contract to "a
Sub-Advisor" or to "each Sub-Advisor" shall be deemed to refer only to such
Sub-Advisor, and (ii) the term "this Contract" shall be construed according to
the foregoing provisions.
16. Miscellaneous. The captions in this Contract are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this Contract
shall be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Contract shall not be affected thereby. This Contract
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors. Any question of interpretation of any term or
provision of this Contract having a counterpart in or otherwise derived from a
term or provision of the 1940 Act or the Advisors Act shall be resolved by
reference to such term or provision of the 1940 Act or the Advisors Act and to
interpretations thereof, if any, by the United States Courts or in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the SEC issued pursuant to said Acts. In addition, where the effect of a
requirement of the 1940 Act or the Advisors Act reflected in any provision of
the Contract is revised by rule, regulation or order of the SEC, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO AIM ADVISORS, INC.
Advisor
BY: /s/ Xxxx X. Xxxx
---------------------------------
NAME: Xxxx X. Xxxx
TITLE: Senior Vice President
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AIM FUNDS MANAGEMENT INC.
Sub-Advisor
BY: /s/ Xxxxxxxx Xxx
------------------------------------
NAME: Xxxxxxxx Xxx
TITLE: Assistant Secretary
BY: /s/ Xxxxx X. Xxxxxx
------------------------------------
NAME: Xxxxx X. Xxxxxx
TITLE: Vice President, Compliance
8
INVESCO ASSET MANAGEMENT DEUTSCHLAND
GMBH
Sub-Advisor
By: /s/ Xxxxxxx Xxxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Director
By: /s/ Xxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Managing Director
9
INVESCO ASSET MANAGEMENT LIMITED
Sub-Advisor
By: /s/ Xxxxxx Xxxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Director
10
INVESCO ASSET MANAGEMENT (JAPAN) LTD.
Sub-Advisor
By: /s/ Xxxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Managing Director
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INVESCO AUSTRALIA LIMITED
Sub-Advisor
By: /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Head of Product & Marketing
By: /s/ Xxx Xxxxxxx
------------------------------------
Name: Xxx Xxxxxxx
Title: Company Secretary
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INVESCO GLOBAL ASSET MANAGEMENT (N.A.),
INC.
Sub-Advisor
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: President and CEO
00
XXXXXXX XXXX XXXX LIMITED
Sub-Advisor
By: /s/ Xxxx Xxxx
------------------------------------
Name: Xxxx Xxxx
Title: Director
By: /s/ Xxxxxx Xxx
------------------------------------
Name: Xxxxxx Xxx
Title: Director
14
INVESCO INSTITUTIONAL (N.A.), INC.
Sub-Advisor
By: /s/ Xxxx X. Xxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
15
INVESCO SENIOR SECURED MANAGEMENT, INC.
Sub-Advisor
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title:
---------------------------------
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EXHIBIT A
FUNDS
AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Growth Fund
AIM Global Small & Mid Cap Growth Fund
AIM International Core Equity Fund
AIM International Growth Fund
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EXHIBIT B
ADDRESSES OF SUB-ADVISORS
AIM Funds Management Inc.
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Invesco Asset Management Deutschland GmbH
Xxxxxxxxxxxxx 00-00
Xxxxxxxxx, Xxxxxxx 60313
Invesco Asset Management Limited
00 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxx Xxxxxxx
XX0X 0XX
ENGLAND
Invesco Asset Management (Japan) Ltd.
25th Floor, Shiroyama Trust Tower
0-0, Xxxxxxxxx 0-xxxxx, Xxxxxx-Xx
Xxxxx, Xxxxx 105-6025
Invesco Australia Limited
000 Xxxxxxx Xxxxxx, Xxxxx 00
Xxxxxxxxx Xxx 0000, Xxxxxxxxx
Invesco Global Asset Management (N.A.), Inc.
One Midtown Plaza
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
XXX
Invesco Hong Kong Limited
32nd Floor
Three Pacific Place
0 Xxxxx'x Xxxx Xxxx
Xxxx Xxxx
Xxxxxxx Institutional (N.A.), Inc.
One Midtown Plaza
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
XXX
Invesco Senior Secured Management, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
XXX
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