FORM OF INFORMATION AGENT AGREEMENT
Exhibit (d)(2)
FORM OF INFORMATION AGENT AGREEMENT
September 30, 2019
Invesco Funds
00 Xxxxxxxx Xxxxx
Xxxxxxx XX 00000
Attn: Xxxxxxxxx Xxxxxx
Dear Xx. Xxxxxx:
This letter will serve as the agreement (the “Agreement”) between AST Fund Solutions, LLC (“AST Fund Solutions”) and Invesco High Income Trust II (“the Fund”), pursuant to which AST Fund Solutions will provide the services set forth below in
connection with the Fund’s proposed public tender offer of its Common Shares (the “Offer”). The Offer is currently scheduled to commence on November 1, 2019.
1. Services:
As Information Agent for the Offer, AST Fund Solutions will perform certain basic services in a prompt and diligent manner in compliance with all applicable laws and regulations. Such basic services
include, but are not limited to, the following:
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Provide strategic counsel to the Fund and its advisors relating to the Offer; provide periodic reports regarding the Offer as well as intelligence reports concerning the participation of brokers in the Offer, as requested.
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Develop a timeline detailing the logistics and suggested methods for communications regarding the Offer.
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Coordinate the ordering and receipt of the Depository Trust Company participant list(s) and non-objecting beneficial owner (“NOBO”) list(s).
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Contact all banks, brokerage firms, and intermediaries to determine the number of beneficial owners serviced by each and the quantities of Offer materials needed and determine if electronic delivery of Offer materials is available.
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Coordinate the printing and/or electronic delivery, if available, of sufficient Offer documents for the eligible universe of Fund shareholders, as requested.
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Distribute the printed and/or electronic versions of the Offer materials to banks, brokers, and intermediaries in sufficient quantities for all of their respective beneficial owners; forward additional Offer materials, as requested;
and follow up to ensure the correct processing of such by each firm.
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Mail Offer materials to shareholders, as necessary.
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As appropriate, distribute the Offer materials directly to the decision maker at each major institutional shareholder, if any, to avoid the delay associated with the materials being filtered through the shareholder’s custodian bank or
brokerage firm.
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Establish a dedicated toll-free number to answer questions, provide assistance, and fulfill requests for Offer materials.
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If requested by a Fund, conduct a proactive, outbound phone campaign to registered shareholders and/or NOBOs to confirm receipt and understanding of the Offer materials.
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Maintain contact with the banks, brokers, and intermediaries for ongoing monitoring of responses to the Offer.
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Provide feedback to the Fund and its advisors as to responses to the Offer.
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2. Fees and Expenses:
| a) |
AST Fund Solutions agrees to complete the work described above for a flat base fee of $[_____] (the “Base Fee”).
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| b) |
Reasonable and documented out-of-pocket expenses incurred by AST Fund Solutions in providing the services described above shall be reimbursed by the Fund and will include such charges as search notification, postage, messengers,
warehouse charges, overnight couriers, and other expenses incurred by AST Fund Solutions in obtaining or converting depository participant listings, transmissions from Broadridge Financial Solutions, and shareholder
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| c) |
Upon requested by a Fund, NOBO list processing and any additional solicitation pass through expenses, including mailings, overnight couriers, postage and messengers. For each Fund the estimated amount of such out-of-pocket expenses is
estimated between $[_____] and $[_____] (the NOBO list for six CUSIPS is approximately $[_____]). AST Fund Solutions shall not incur more than $[_____] of such out-of-pocket expenses without prior written approval by the Fund.
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| d) |
A $[_____] charge for establishing a dedicated toll-free line to take incoming calls from shareholder and financial advisors.
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| e) |
Incoming call from shareholders and financial advisors will be charged at $[_____] per call.
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| f) |
If requested by a Fund, a data processing fee of $[_____] will be incurred for receiving, converting, and processing electronic lists of registered holders and/or NOBO lists. If such lists are to be used for telephone solicitation
efforts, an additional $[_____] per hour will be invoiced for additional data processing time.
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| g) |
If requested by a Fund, outbound proactive information agent telephone campaign; $[_____] setup fee.
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| a. |
File processing/data scrubbing $[_____] per account
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| b. |
Phone number look ups $[_____] per lookup
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| c. |
$[_____] per completed phone call
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3. Billing and Payment:
| a) |
An invoice for the Base Fee of $[_____] is attached, which fee must be paid prior to the commencement of each Offer. Out-of-pocket expenses, fees for completed phone calls, set-up and other fees relating to the toll free number, and
charges for telephone look-ups will be invoiced to each Fund after the completion of the each Offer.
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| b) |
Banks, brokers, and intermediaries will be instructed to send their invoices directly to each Fund for payment. AST Fund Solutions will, if requested, assist in reviewing and approving any or all of these invoices.
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| c) |
AST Fund Solutions reserves the right to receive advance payment for any individual out-of-pocket charge anticipated to exceed $[_____] before incurring such expense. We will advise you by e-mail or fax of any such request for an
out-of-pocket advance.
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4. Records:
Copies of supplier invoices and other back-up material in support of AST Fund Solutions’ out-of-pocket expenses will be promptly provided to the Fund upon request.
5. Confidentiality:
Each of the parties hereto agrees that all books, records, information, and data pertaining to the business of the other party that are exchanged or received pursuant to the negotiation or the
carrying out of the Agreement shall remain confidential and shall not be voluntarily disclosed to any other person except as may be required by law. AST Fund Solutions shall not disclose or use any nonpublic information (as that term is defined in
SEC Regulation S-P) relating to the customers of the Fund and/or its affiliates (“Customer Information”) except as may be necessary to carry out the purposes of this Agreement. AST Fund Solutions shall use its best efforts to safeguard and maintain
the confidentiality of such Customer Information and to limit access to and usage of such Customer Information to those employees, officers, agents, and representatives of AST Fund Solutions who have a need to know the information or as necessary to
provide the services under this Agreement.
6. Indemnification:
It is acknowledged that AST Fund Solutions cannot undertake to verify facts supplied to it by the Fund or factual matters included in material prepared by the Fund and approved by the Fund.
Accordingly, the Fund agrees to indemnify and hold AST Fund Solutions and all its employees harmless against any loss, damage, expense (including, without limitation, reasonable legal and other related fees and expenses), liability or claim arising
solely out of AST Fund Solutions’ fulfillment of this Agreement (except for any loss, damage, expense, liability, or claim resulting from AST Fund Solutions’ negligence, bad faith, or willful misconduct). At its election, the Fund may assume the
defense of any such action and the Fund shall thereafter not be liable to AST Fund Solutions for any legal expenses incurred by AST Fund Solutions in connection with the defense of such action. The Fund shall not be liable under this Agreement with
respect to any settlement made by AST Fund Solutions without the prior written consent of the Fund to such settlement. AST Fund Solutions hereby agrees to advise the Fund of any such liability or claim promptly after receipt of the notice thereof;
provided, however, that AST Fund Solutions’ right to indemnification hereunder shall not be limited by its failure to promptly advise the Fund of any such liability or claim, except to the extent that the Fund is prejudiced by such failure.
AST Fund Solutions agrees to indemnify and hold the Fund and all its Directors, officers, and agents harmless against any loss, damage, expense (including, without limitation, reasonable legal and
other related fees and expenses), liability, or claim relating to or arising out of AST Fund Solutions’ refusal or failure to comply with the terms of this Agreement or which arise out of AST Fund Solutions’ negligence, bad faith, or willful
misconduct.
The Funds are Delaware business trusts formed under declarations of trust. AST Fund Solutions acknowledges that in dealing with the Funds, it must look solely to the property of the Funds for
satisfaction of claims of any nature under this Agreement against the Funds, as neither the trustees, officers, employees nor shareholders of the Funds assume any personal liability in connection with its business or for obligations entered into on
its behalf.
7. Termination:
AST Fund Solutions' appointment under this Agreement shall be effective as of the date of this Agreement and will continue thereafter until the termination or completion of each Offer or until such
date as AST Fund Solutions may complete the duties requested by the Fund or its counsel; provided, however, that prior to such dates this Agreement may be terminated upon fifteen (15) days’ written notice by either party to the other. To the extent
each Offer does not occur, AST Fund Solutions will
return to the Fund the Base Fee for that Fund less any reasonable out-of-pocket expenses incurred by AST Fund Solutions hereunder through the date of the termination hereof.
8. Additional Provisions:
| a) |
This Agreement will be governed and construed in accordance with the laws of the State of New York for contracts made and to be performed entirely in New York and shall inure to the benefit of, and the obligations created hereby shall
be binding upon, the successors and assigns of the parties hereto, except that AST Fund Solutions may neither assign its rights nor delegate its duties without the Fund's prior written consent.
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| b) |
This Agreement, or any term of this Agreement, may be changed or waived only by written amendment signed by a duly authorized representative of each party hereto.
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| c) |
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
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| d) |
If any provision of this Agreement shall be held invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected.
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| e) |
The provisions of Sections 5 and 6 hereof shall survive termination for any reason of this Agreement.
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If you are in agreement with the above, kindly sign a copy of this Agreement in the space provided for that purpose below and return a signed copy to us. Additionally, an invoice for the Base Fee is attached, payment
of which is required prior to the commencement of the Offer.
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Sincerely,
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AST FUND SOLUTIONS, LLC
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By:
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Name:
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Xxxx X. Xxxxx
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Title:
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President
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Agreed to and accepted as of the date set forth above:
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By:
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