FORM OF MASTER ADMINISTRATIVE SERVICES AGREEMENT
EX-25.2(k)(2)
This MASTER ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") is made this [__] day of [__], 2026, by and between Invesco Advisers, Inc., a Delaware corporation (the "Administrator") and INVESCO PRIVATE ASSET-BASED CREDIT FUND, a Delaware statutory trust (the "Trust").
W I T N E S S E T H:
WHEREAS, the Trust is a closed-end investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust, 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 Trust, 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 and upon a finding by the Board of Trustees that the provision of such services is in the best interest of the Trust and its shareholders; and
WHEREAS, the Board of Trustees has found that the provision of such administrative services is in the best interest of the Trust 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 Trust (including related office space, facilities and equipment) whose normal duties consist of maintaining the financial accounts and books and records of the Trust, 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 Trust, supervising the operations of the custodian(s), transfer agent(s) or dividend paying agent(s) for the Trust, auction agent(s) for the Trust's preferred shares, if issued, and other agents as agreed upon by the Trust; or otherwise providing services to shareholders of the Trust; and the Administrator from time to time;
c.
to the extent not otherwise required under the Administrator’s investment advisory agreement with the Trust, such other administrative services as may be furnished from time to time by the Administrator to the Trust at the request of the Trust’s Board of Trustees, provided, however, that nothing in this Agreement shall require the Administrator to pay (i) the salary or other compensation of the senior officer of the Trust appointed pursuant to the New York Attorney General’s Assurance of Discontinuance applicable to Invesco Advisers, Inc. dated October 8, 2004; or (ii) the salary or other compensation (or any portion of such salary or other compensation) of any other officer of the Trust that the Trust’s Board of Trustees has agreed should be paid by the Trust so long as such agreement is evidenced by a resolution of the Board of Trustees.
2.
The services provided hereunder shall at all times be subject to the direction and supervision of the Trust's Board of Trustees.
3.
As full compensation for the services performed and the facilities furnished by or at the direction of the Administrator, the Trust shall pay the Administrator in accordance with the Fee Schedule as set forth in Appendix A attached hereto. 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 Trust 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 Trust 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, officer or employee of the Trust 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 Trust on the Effective Date for the Trust, as set forth in Appendix A attached hereto. This Agreement shall continue in effect until [__ ], [___], 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 Trust's Board of Trustees or (ii) by the vote of "a majority of the outstanding voting securities" of the Trust (as defined in Section 2(a)(42) of the 1940 Act); 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 1940 Act) of a party to this Agreement (other than as trustees of the Trust), 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 the 1940 Act and the rules thereunder), except that the Trust may assign this Agreement, without approval of the Administrator, 1) to a successor in connection with a redomestication of the Trust and 2) to another fund within the Invesco family of funds in connection with a merger or reorganization of the Trust and such other Invesco fund.
8.
This Agreement may be amended or modified with respect to the Trust, but only by a written instrument signed by both the Trust 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 Trust individually but are binding only upon the assets and property of the Trust 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 Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (a) to the Administrator at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: President, with a copy to the General Counsel, or (b) to the Trust at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, 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.
Questions of Interpretation. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act or the Advisers Act shall be resolved by reference to such term or provision of the 1940 Act or the Advisers 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 Advisers Act reflected in any provision of the Agreement 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. Subject to the foregoing, 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.
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.
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INVESCO ADVISERS, INC.
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By:
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By:
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APPENDIX A
FEE SCHEDULE TO THE
OF
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Trust
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Effective Date of Agreement
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[ ], 2026
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The Administrator may receive from the Trust reimbursement for costs or reasonable compensation for such services as follows:
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Rate*
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Invesco Fund Complex Net Assets**
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0.0175%
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First $100 billion
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0.0150%
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Next $100 billion
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0.0135%
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Next $100 billion
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0.0125%
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Next $100 billion
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0.010%
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Over $400 billion
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* The fee will be paid monthly at 1/12 of the annualized effective fee rate based on the average assets under management of the Invesco Fund Complex Net Assets of the prior month.
** Invesco Fund Complex Net Assets means the aggregate monthly net assets of each mutual fund and closed-end fund in the Invesco Fund complex overseen by the Invesco Funds Board.