EXHIBIT (h)(1)
MASTER DISTRIBUTION AGREEMENT
THIS AGREEMENT made as of the 1st day of June, 2010, by and between
Invesco ▇▇▇ ▇▇▇▇▇▇ Senior Loan Fund (the "Fund"), with respect to each class of
shares (the "Shares") of the Fund, and INVESCO DISTRIBUTORS, INC., a Delaware
corporation (the "Distributor").
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
FIRST: The Fund hereby appoints the Distributor as its exclusive agent for
the sale of the Shares to the public directly and through investment dealers and
financial institutions in the United States and throughout the world in
accordance with the terms of the then current prospectus or statement of
additional information (collectively, a "Prospectus") applicable to the Fund.
SECOND: The Fund shall not sell any Shares except through the Distributor
and under the terms and conditions set forth in paragraph FOURTH below.
Notwithstanding the provisions of the foregoing sentence, however:
(A) the Fund may issue Shares to any other investment company or personal
holding company, or to the shareholders thereof, in exchange for all or a
majority of the shares or assets of any such company;
(B) the Fund may issue Shares at their net asset value in connection with
certain classes of transactions or to certain classes of investors, in
accordance with Rule 22d-1 under the Investment Company Act of 1940, as amended
(the "1940 Act") as if the fund were an open-end investment company, provided
that any such class of transaction or class of investor is specified in the
Prospectus; and
(C) the Fund shall have the right to specify minimum amounts for initial
and subsequent orders for the purchase of Shares.
THIRD: The Distributor hereby accepts appointment as exclusive agent for
the sale of the Shares and agrees that it will use its best efforts to sell such
Shares; provided, however, that:
(A) the Distributor may, and when requested by the Fund shall, suspend its
efforts to effectuate sales of Shares at any time when, in the opinion of the
Distributor or of the Fund, no sales should be made because of market or other
economic considerations or abnormal circumstances of any kind;
(B) the Fund may withdraw the offering of the Shares (i) at any time with
the consent of the Distributor, or (ii) without such consent when so required by
the provisions of any statute or of any order, rule or regulation of any
governmental body having jurisdiction; and
(C) the Distributor, as agent, does not undertake to sell any specific
amount of Shares.
FOURTH:
(A) The public offering price of the Shares (the "offering price") shall
be the net asset value per share plus a sales charge, if any. Net asset value
per share shall be determined in accordance
with the provisions of the Prospectus. The sales charge shall be established by
the Distributor. The Distributor may establish a schedule of contingent deferred
sales charges to be imposed at the time of redemption of certain Shares and such
schedule of contingent deferred sales charges shall be disclosed in the
Prospectus. The sales charges and schedule of contingent deferred sales charges
may reflect scheduled variations in, the elimination of, or waivers of sales
charges on sales of or redemptions of Shares either generally to the public, or
to any specified class of investors or in connection with any specified class of
transactions, in accordance with applicable rules and regulations and exemptive
relief granted by the Securities and Exchange Commission ("SEC") and as set
forth in the Prospectus applicable to the Shares. The Distributor and the Fund
shall apply any then applicable scheduled variation in, elimination of, or
waiver of, the selling commission or contingent deferred sales charge uniformly
to all classes of transactions or classes of investors.
(B) The Fund shall allow directly to investment dealers and other
financial institutions through whom Shares are sold, such portion of any
applicable sales charges as may be payable to them and specified by the
Distributor up to but not exceeding the amount of the total sales charge. The
difference between any sales charges so payable and the total sales charges
included in the offering price shall be paid to the Distributor.
The Distributor may pay to investment dealers and other financial
institutions through whom Shares are sold, such sales charge or other payment as
the Distributor may specify from time to time. Payment of any such sales charge
or other payment shall be the sole obligation of the Distributor.
(C) No provision of this Agreement shall be deemed to prohibit any
payments by a Fund to the Distributor or by the Distributor to investment
dealers, financial institutions and 401(k) plan service providers where such
payments are made under a distribution plan adopted by the Fund on behalf of the
Shares pursuant to Rule 12b-1 under the 1940 Act as if the Fund were an open-end
investment company.
(D) The Fund shall repurchase the Shares from shareholders pursuant to
repurchase offers in accordance with the terms set forth from time to time in
the Prospectus and in any applicable repurchase offer document regarding the
particular repurchase offer. The price to be paid to a shareholder to repurchase
the Shares shall be equal to the net asset value of the Shares being
repurchased, less any applicable early withdrawal charge ("gross repurchase
proceeds"), calculated pursuant to the then applicable schedule of early
withdrawal charges, and if applicable, after payment of any applicable early
withdrawal charge, less any applicable repurchase fee, which repurchase fee
shall be retained by the Fund ("net repurchase proceeds"). The Distributor shall
be entitled to receive the amount of any applicable early withdrawal charge that
has been subtracted from gross repurchase proceeds. The Fund shall pay or cause
the Fund's transfer agent to pay the applicable early withdrawal charge to the
Distributor on the date net repurchase proceeds are payable to the shareholder.
(E) It is understood that Shares of the Fund will not be repurchased by
either the Fund or the Distributor outside of the Fund's repurchase offers, and
that no secondary market for the Fund's Shares exits currently, or is expected
to develop. Accordingly, investment in the Fund's Shares would be considered
illiquid. ANY REPRESENTATION AS TO A REPURCHASE OFFER BY THE FUND, OTHER THAN
THAT WHICH IS SET FORTH IN THE FUND'S PROSPECTUS OR REPURCHASE OFFER, IS
EXPRESSLY PROHIBITED.
(F) The Distributor hereby covenants that it (i) will not make a secondary
market in any Shares of the Fund, (ii) will not purchase or hold such Shares in
inventory for the purpose of resale
in the open market, (iii) will not repurchase Shares in the open market, and
(iv) will require every bank, broker or dealer participating in the continuous
offering of the Shares to make the covenants contained in clauses (i), (ii) and
(iii) of this section 4(F) as a condition precedent to their participation in
such offering.
FIFTH: The Distributor shall act as agent of the Fund in connection with
the sale and repurchase of Shares. Except with respect to such sales and
repurchases, the Distributor shall act as principal in all matters relating to
the promotion or the sale of Shares and shall enter into all of its own
engagements, agreements and contracts as principal on its own account. The
Distributor shall enter into agreements with investment dealers and financial
institutions selected by the Distributor, authorizing such investment dealers
and financial institutions to offer and sell the Shares to the public upon the
terms and conditions set forth therein, which shall not be inconsistent with the
provisions of this Agreement. Each agreement shall provide that the investment
dealer or financial institution shall act as a principal, and not as an agent,
of the Fund. The Distributor or such other investment dealers or financial
institutions will be deemed to have performed all services required to be
performed in order to be entitled to receive the asset based sales charge
portion of any amounts payable with respect to Class A, Class B and Class C
Shares to the Distributor pursuant to a distribution plan adopted by the Fund
pursuant to Rule 12b-1 under the 1940 Act as if the Fund were an open-end
investment company upon the settlement of each sale of a Class A, Class B or
Class C Share.
SIXTH: The Fund shall bear:
(A) the expenses of qualification of Shares for sale in connection with
such public offerings in such states as shall be selected by the Distributor,
and of continuing the qualification therein until the Distributor notifies the
Fund that it does not wish such qualification continued; and
(B) all legal expenses in connection with the foregoing.
SEVENTH: The Distributor shall bear the expenses of printing from the
final proof and distributing the Prospectuses for the Shares (including
supplements thereto) relating to public offerings made by the Distributor
pursuant to this Agreement (which shall not include those Prospectuses, and
supplements thereto, to be distributed to shareholders of the Fund), and any
other promotional or sales literature used by the Distributor or furnished by
the Distributor to investment dealers and financial institutions in connection
with such public offerings, and expenses of advertising in connection with such
public offerings.
EIGHTH: The Fund shall reimburse the Distributor for out-of-pocket costs
and expenses actually incurred by it in connection with distribution of each
class of Shares, respectively, subject to the below described distribution plan,
in accordance with the terms of a plan (the "Distribution Plan") adopted by the
Fund pursuant to Rule 12b-1 under the 1940 Act with respect to its Class A,
Class B and Class C Shares as if the Fund were an open-end investment company,
as such Distribution Plan may be in effect from time to time; provided, however,
that no payments shall be due or paid to the Distributor hereunder with respect
to class of Shares unless and until this Agreement shall have been approved for
each such class by a majority of the Board of Trustees of the Fund and by a
majority of the "Disinterested Trustees" (as such term is defined in such
Distribution Plan) by vote cast in person at a meeting called for the purpose of
voting on this Agreement. The Fund reserves the right to terminate such
Distribution Plan with respect to a class of Shares at any time, as specified in
the Plan. The persons authorized to direct the payment of funds pursuant to this
Agreement and the Distribution Plan shall provide to the Fund's Board of
Trustees, and the Trustees shall review, at least quarterly, a written report
with respect to each of the classes of Shares subject
to the Distribution Plan of the amounts so paid and the purposes for which such
expenditures were made for each such class of Shares.
NINTH: The Fund compensate the Distributor for providing services to, and
the maintenance of, shareholder accounts in the Fund (including prepaying
service fees to eligible brokers, dealers and financial intermediaries and
expenses incurred in connection therewith) and the Distributor may pay as agent
for and on behalf of the Fund a service fee with respect to certain classes of
its Shares to brokers, dealers and financial intermediaries for the provision of
shareholder services and the maintenance of shareholder account in the Fund in
the amount with respect to each such class of Shares set forth from time to time
in the Fund's Prospectus. The Fund shall compensate the Distributor for such
expenses in accordance with the terms of a service plan (the "Service Plan"), as
such Service Plan may be in effect from time to time; provided, however, that no
service fee payments shall be due or paid to the Distributor hereunder with
respect to a class of Shares unless and until this Agreement shall have been
approved for each such class by a majority of the Board of Trustees of the Fund
and by a majority of the Disinterested Trustees by vote cast in person at a
meeting called for the purpose of voting on this Agreement. The Fund reserves
the right to terminate such Service Plan with respect to a class of Shares at
any time, as specified in the Plan. The persons authorized to direct the payment
of funds pursuant to this Agreement and the Service Plan shall provide to the
Fund's Board of Trustees, and the Trustees shall review, at least quarterly, a
written report with respect to each of such classes of Shares of the amounts
paid as service fees for each such class of Shares.
TENTH: The Distributor will accept orders for the purchase of Shares only
to the extent of purchase orders actually received and not in excess of such
orders, and it will not avail itself of any opportunity of making a profit by
expediting or withholding orders. The Fund may reject purchase orders where, in
the judgment of the Fund, such rejection is in the best interest of the Fund.
ELEVENTH: The Fund and the Distributor shall each comply with all
applicable provisions of the 1940 Act, the Securities Act of 1933, as amended,
and of all other federal and state laws, rules and regulations governing the
issuance and sale of the Shares.
TWELFTH:
(A) In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Distributor, the Fund shall indemnify the Distributor against any and all
claims, demands, liabilities and expenses which the Distributor may incur under
the Securities Act of 1933, or common law or otherwise, arising out of or based
upon any alleged untrue statement of a material fact contained in any
registration statement or Prospectus, or any omission to state a material fact
therein, the omission of which makes any statement contained therein misleading,
unless such statement or omission was made in reliance upon, and in conformity
with, information furnished to the Fund in connection therewith by or on behalf
of the Distributor. The Distributor shall indemnify the Fund and the Shares
against any and all claims, demands, liabilities and expenses which the Fund or
the Shares may incur arising out of or based upon any act or deed of the
Distributor or its sales representatives which has not been authorized by the
Fund in its Prospectus or in this Agreement.
(B) The Distributor shall indemnify the Fund against any and all claims,
demands, liabilities and expenses which the Fund may incur under the Securities
Act of 1933, as amended, or common law or otherwise, arising out of or based
upon any alleged untrue statement of a material fact contained in any
registration statement or Prospectus, or any omission to state a material fact
therein if such statement or omission was made in reliance upon, and in
conformity with, information furnished to the Fund in connection therewith by or
on behalf of the Distributor.
(C) Notwithstanding any other provision of this Agreement, the Distributor
shall not be liable for any errors of the transfer agent(s) of the Fund, or for
any failure of any such transfer agent to perform its duties.
THIRTEENTH: Nothing herein contained shall require the Fund to take any
action contrary to any provision of its Agreement and Declaration of Trust, as
amended, or to any applicable statute or regulation.
FOURTEENTH: This Agreement shall become effective with respect to the
Shares upon its approval by the Board of Trustees of the Fund and by a vote of
the majority of the trustees of the Fund who are not interested parties to this
Agreement or "interested persons" (as defined in Section 2(a)(19) of the ▇▇▇▇
▇▇▇) of any party to this Agreement cast in person at a meeting called for such
purpose, shall continue in force and effect until June 30, 2012, and shall
continue in force and effect from year to year thereafter, provided, that such
continuance is specifically approved at least annually (a)(i) by the Board of
Trustees of the Fund or (ii) by the vote of a majority of the outstanding Shares
(as defined in Section 2(a)(42) of the 1940 Act), and (b) by vote of a majority
of the trustees of the Fund who are not parties to this Agreement or "interested
persons" (as defined in Section 2(a)(19) of the ▇▇▇▇ ▇▇▇) of any party to this
Agreement cast in person at a meeting called for such purpose.
FIFTEENTH:
(A) This Agreement may be terminated with respect to the Shares at any
time, without the payment of any penalty, by vote of the Board of Trustees of
the Fund or by vote of a majority of the outstanding Shares, or by the
Distributor, on sixty (60) days' written notice to the other party; and
(B) This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" having the meaning set forth in Section
2(a)(4) of the 1940 Act.
SIXTEENTH: Any notice under this Agreement shall be in writing, addressed
and delivered, or mailed postage prepaid, to the other party at such address as
the other party may designate for the receipt of notices. Until further notice
to the other party, the addresses of each Fund and the Distributor shall be ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
SEVENTEENTH: 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.
EIGHTEENTH: This Agreement shall be deemed to be a contract made in the
State of Delaware and governed by, construed in accordance with and enforced
pursuant to the internal laws of the State of Delaware without reference to its
conflicts of laws rules.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in duplicate on the day and year first above written.
INVESCO ▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
INVESCO DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
