Sub-item 77Q1(e)
TEMPORARY INVESTMENT SERVICES AGREEMENT BY AND AMONG
INVESCO ADVISERS, INC.
AND
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASSET & INVESTMENT TRUST MANAGEMENT CO., LIMITED
THIS AGREEMENT is made as of this 1st day of June, 2010 by and among
Invesco Advisers, Inc. ("Advisor"), a Delaware corporation, advisor of various
Trusts (the "Trust") and series funds of each Trust identified on Schedule A
(the "Funds") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset & Investment Trust Management Co.,
Limited (the "Temporary Investment Advisor"), a Japanese corporation. All
capitalized terms used but not defined herein have the respective meanings
ascribed to them in the Transaction Agreement (defined below).
WHEREAS, Advisor acts as investment adviser to the Trust and each of the
Funds;
WHEREAS, Buyer and Seller have entered into a Transaction Agreement dated
as of October 19, 2009 (the "Transaction Agreement") whereby Buyer has agreed to
acquire the Venus Business including in respect of its provision of investment
advisory services to the '40 Act Management Funds that are open-end companies
within the meaning of the Investment Company Act (each, a "Venus Business
Fund"), which services Buyer intends to be provided by Advisor following the
Closing;
WHEREAS, in order to implement Advisor's provision of investment advisory
services to the Venus Business Funds, Buyer and Seller will cooperate to
undertake the respective actions contemplated by the conversion plan attached as
Exhibit K to the Transaction Agreement (the "Conversion Plan") as promptly as
practicable;
WHEREAS, the Conversion Plan contemplates that the Venus Business Funds
will be reorganized into the Funds (with respect to each Fund, its
"Reorganization");
WHEREAS, as further contemplated by the Conversion Plan, it is intended
that, with respect to each Venus Business Fund whose investment team is part of
the transactions contemplated by the Transaction Agreement, such investment team
will (i) upon the Closing and the closing of the Reorganization of such Venus
Business Fund into its respective Fund, manage such Fund as employees of Advisor
or its affiliates and (ii) in order to facilitate its management of such Fund as
employees of Advisor or its affiliates, be converted onto Advisor's front-office
and middle-office platform (i.e., the ▇▇▇▇▇▇▇ River system and similar portfolio
management or trading systems) on, or shortly following, the Closing (with
respect to such Fund, its "Investment Team Conversion");
WHEREAS, it may not be possible to effect the Investment Team Conversion
for each Fund prior to the closing of the Reorganization of the respective Venus
Business Fund into such Fund;
WHEREAS, with respect to any Fund whose Investment Team Conversion is not
effected prior to its Reorganization, it is intended that the Venus Business
investment team for such Fund (the "Investment Team") shall provide investment
advisory services to such Fund through the Temporary Investment Advisor pursuant
to this Agreement;
WHEREAS, the Temporary Investment Advisor is an investment adviser
registered as such with the U.S. Securities and Exchange Commission (the "SEC")
under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
is willing to provide Advisor and the Funds with investment management services
on the terms and conditions set forth herein; and
WHEREAS, Advisor and the Temporary Investment Advisor desire to enter into
an agreement for the Temporary Investment Advisor to provide temporary
investment management services to the Trust with respect to the investment of
the assets of each of the Funds.
NOW THEREFORE it is mutually agreed:
1. INVESTMENT MANAGEMENT SERVICES.
(a) Investment Management
(i) With respect to the portion of each Fund over which the Temporary
Investment Advisor has been granted investment authority by the Advisor,
commencing upon the Effective Date (defined below) in respect of such Fund,
and subject to the overall policies, control, direction and review of the
Trust's Board of Trustees ("Board") and Advisor, the Temporary Investment
Advisor shall manage the investment and reinvestment of the assets of the
Fund over which the Temporary Investment Advisor has been granted
investment authority by the Advisor, determine in its discretion the
securities to be purchased or sold and the portion of such Fund's assets to
be held uninvested, to provide the Trust through Advisor and/or ▇▇▇▇▇▇
▇▇▇▇▇▇▇ Investment Management Company ("MSIM Company"), another sub advisor
to the Advisor with respect to the Trust, with records concerning the
Temporary Investment Advisor's activities which the Trust is required to
maintain, and to render regular reports through Advisor and or MSIM Company
to the Trust's officers and the Board concerning the Temporary Investment
Advisor's discharge of the foregoing responsibilities. The Temporary
Investment Advisor and its affiliates shall for all purposes herein be
deemed to be an independent contractor and shall, unless otherwise
expressly provided or authorized, have no authority to act for or represent
the Funds in any way or otherwise be deemed an agent of the Funds.
(ii) The Temporary Investment Advisor shall have full discretion,
power and authority on the Funds' behalf to buy, sell, retain, exchange or
otherwise deal in investments and other assets, make deposits, subscribe to
issues and offers for sale and accept placements of any investments, enter
into foreign currency transactions on a spot or forward basis, effect
transactions on any markets, take all day to day decisions and otherwise
act as the Temporary Investment Advisor judges appropriate in relation to
the investment and reinvestment of the portfolio of assets of the Funds.
This includes performing all acts and executing all documents which the
Temporary Investment Advisor reasonably considers incidental thereto,
including (without limitation) power to execute and deliver all
applications, requests, or claims for refund, reduction, repayment or
credit of, or exemption or relief from, any withholding tax or similar
taxes in any jurisdiction in which such applications, requests or claims
may be made. Subject to guidelines adopted by the Funds, the Temporary
Investment Advisor shall also make recommendations or take action as to the
manner in which voting rights, rights to consent to corporate action and
any other rights pertaining to the portfolio of assets of each Fund shall
be exercised.
(iii) In performing these services, the Temporary Investment Advisor
shall always adhere to the restrictions of the Trust's Declaration of Trust
and By-Laws, as they may be amended and/or restated from time to time to
the extent provided to the Temporary Investment Advisor by Advisor or the
Trust, any and all policies,
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procedures and guidelines adopted by the Board on behalf of the Funds and
provided to the Temporary Investment Advisor by Advisor or the Trust, such
reasonable internal policies, procedures or guidelines of Advisor as
notified by Advisor in writing to be applicable to the Temporary Investment
Advisor, the provisions of the Investment Company Act and the statements
relating to each Fund's respective investment objective(s), investment
policies and investment restrictions as set forth in the currently
effective prospectus and statement of additional information relating to
the shares of each Fund under the Securities Act of 1933 (the "Prospectus"
and "Statement of Additional Information," respectively) and provided to
the Temporary Investment Advisor by Advisor or the Trust, as well as to the
supervision of Advisor and the Board.
(iv) Unless otherwise instructed by Advisor or the Board, and subject
to the provisions of this Agreement and to any guidelines or limitations
specified from time to time by Advisor or by the Board and provided thereby
to the Temporary Investment Advisor, the Temporary Investment Advisor shall
have executed and performed on behalf of and at the expense of the
respective Funds:
(1) Purchases, sales, exchanges, conversions, and placement of
orders for execution; and
(2) Reporting (through MSIM Company) of all transactions to
Advisor and to other entities as directed by Advisor or by the Board.
(v) The Temporary Investment Advisor may, where reasonable, employ
agents (including affiliates) to perform any administrative, dealing or
ancillary services required to enable the Temporary Investment Advisor to
perform its services under this Agreement, provided that (i) in selecting
such an agent, (i) the Temporary Investment Advisor shall be subject to the
duty of care required of the Temporary Investment Advisor hereunder and
(ii) in the case of the delegation of any advisory services, the Temporary
Investment Advisor shall only delegate to an affiliate that is also an
investment adviser registered under the Adviser Act.
(b) Restriction of the Temporary Investment Advisor' Powers
(i) In carrying out its duties hereunder, the Temporary Investment
Advisor shall comply with all reasonable instructions of Advisor in
connection therewith. Such instructions may be given by letter, telex,
telefax, electronic mail ("e-mail") (so long as a receipt for such e-mail
is requested and received) or telephone confirmed by telex or e-mail (in
the manner described above), by Advisor.
(ii) All securities, cash and other assets of the Funds shall be
placed and maintained in the care of a member bank of the Federal Reserve
System of the United States approved by the Board as custodian and/or one
or more "Eligible Foreign Custodians" (as defined in Rule 17f-5 under the
Investment Company Act).
(iii) Persons authorized by resolution of the Board shall have the
right to inspect and copy contracts, notes, vouchers, and copies of entries
in books or electronic recording media relating to the Trust's transactions
at the registered office of the Temporary Investment Advisor at any time
during normal business hours following reasonable notice to the Temporary
Investment Advisor. Such records, in relation to each transaction effected
by the Temporary Investment Advisor on behalf of the Trust, shall be
maintained by the Temporary Investment Advisor for a period
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of seven years from the date of each respective transaction or such longer
period as specified by applicable law.
(c) Purchase and Sale of Securities
In performing the services described above, the Temporary Investment
Advisor may place orders for the purchase or sale of securities either directly
with the issuer or with any broker or dealer (including any affiliate of the
Temporary Investment Advisor, to the extent permitted by law), provided that the
Temporary Investment Advisor shall seek to obtain for the Funds the most
favorable price and execution available. The Temporary Investment Advisor may,
to the extent authorized by law, cause the Funds to pay a broker or dealer
(including an affiliate of the Temporary Investment Advisor, to the extent
permitted by law) who provides brokerage and research services an amount of
commission for effecting the Funds' investment transactions in excess of the
amount of commission another broker or dealer would have charged for effecting
such transactions, in recognition of the brokerage and research services
provided by the broker or dealer. To the extent authorized by law, the Temporary
Investment Advisor shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason of
such action.
2. DUTIES OF ADVISOR.
(a) Provision of Information
Advisor shall advise the Temporary Investment Advisor from time to time,
with respect to each Fund, of the Fund's investment objective, investment
policies and investment restrictions and of any changes or modifications
thereto, by sending to the Temporary Investment Advisor a copy of each
registration statement and amendment thereto of the Trust relating to the Funds
as filed with the SEC and marked to show changes from the previously effective
version thereof. As requested by the Temporary Investment Advisor, Advisor shall
furnish or shall cause the custodian of the Funds to furnish, such information
that it has in its possession and that is not otherwise available to the
Temporary Investment Advisor or its affiliates such information to the Temporary
Investment Advisor as to holdings, purchases, and sales of the securities under
its management as will reasonably enable the Temporary Investment Advisor to
furnish its investment advice under this Agreement.
(b) Compensation to the Temporary Investment Advisor
For the services rendered, the facilities furnished and expenses assumed by
the Temporary Investment Advisor, Advisor shall pay to the Temporary Investment
Advisor a fee as set forth in Schedule B in respect of each Fund.
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3. PROVISION OF CERTAIN INFORMATION BY TEMPORARY INVESTMENT ADVISOR.
The Temporary Investment Advisor will promptly notify, and in the case of
Section 3(c) provide reasonable advance notice to, Advisor in writing of the
occurrence of any of the following events:
(a) the Temporary Investment Advisor fails to be registered as an
investment adviser under the Advisers Act or under the laws of any jurisdiction
in which the Temporary Investment Advisor is required to be registered as an
investment adviser in order to perform its obligations under this Agreement;
(b) the Temporary Investment Advisor is served or otherwise receives
written notice of any action, suit, proceeding, inquiry or investigation, at law
or in equity, before or by any court, public board or body, involving the
affairs of the Trust; and
(c) any change in the portfolio manager of the Funds.
The Temporary Investment Advisor will keep the Advisor promptly informed of
changes at the Temporary Investment Advisor relating to its duties hereunder of
which the Temporary Investment Advisor knows would materially affect its
management of the Funds, including but not limited to any changes in the senior
investment personnel assigned to the Funds' accounts.
4. MISCELLANEOUS.
(a) Limitation of Liability of the Temporary Investment Advisor
No warranty is given by the Temporary Investment Advisor as to the
performance or profitability of the Funds or any part of them.
The Temporary Investment Advisor will not be responsible to Advisor or the
Funds or otherwise for the solvency, actions or omissions of any counterparty,
broker, dealer, market-maker, bank, custodian or sub-custodian (each a "Fund
Agent") with whom it transacts business on Advisor's or the Fund's behalf,
unless Temporary Investment Advisor was grossly negligent in its selection of
such Fund Agent. The Temporary Investment Advisor shall not be liable for any
error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission in the performance of investment
management services rendered with respect to the Funds, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties hereunder. Certain
federal and state laws may impose liabilities under certain circumstances on
persons who act in good faith, and nothing herein shall in any way constitute a
waiver or limitation of any rights which the Trust or Funds may have under any
such applicable law.
(b) Indemnification.
(i) With respect to each Fund, the Advisor agrees to indemnify and
hold harmless the Temporary Investment Advisor, its employees, agents,
officers, directors, affiliates, and nominees (collectively, the "Temporary
Investment Advisor Indemnified Parties") from and against any and all
claims, demands, actions and suits and from and against any and all
judgments, liabilities, losses, damages, costs, charges, reasonable counsel
fees and other expenses of every nature and character which may be asserted
against or incurred by any Temporary Investment Advisor
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Indemnified Party or for which any Temporary Investment Advisor Indemnified
Party may be held liable (a "Claim") arising out of or in any way relating
to (i) the Temporary Investment Advisor's performance of its duties
hereunder with respect to such Fund, except to the extent such Claim
resulted from an action or omission for which the Temporary Investment
Advisor would not be entitled to exculpation pursuant to Section 4(a)
hereof or (ii) actions or omissions of the Trust, Advisor, the Funds or any
of their other agents or service providers.
(ii) With respect to each Fund, the Temporary Investment Advisor
agrees to indemnify and hold harmless the Trust, Advisor, the Funds and
each of their and its employees, agents, officers, directors, affiliates,
and nominees (collectively, the "Advisor Indemnified Parties") from and
against any Claim arising out of or in any way relating to (i) any breach
of the Temporary Investment Advisor' obligations hereunder; (ii) actions or
omissions of the Temporary Investment Advisor for which the Temporary
Investment Advisor would not be entitled to exculpation pursuant to Section
4(a) hereof; or (iii) any material misrepresentation under this Agreement.
(iii) This Section 4(b) shall survive the termination of this
Agreement indefinitely or until the latest date permitted by law.
(c) Compliance with Applicable Laws and Regulations
The Temporary Investment Advisor shall obtain and at all times maintain and
comply with the terms of all relevant material authorizations, licenses,
consents, approvals and registrations and comply with all relevant laws and
regulations, necessary for the purpose of performing any of its duties and
obligations under this Agreement. The Temporary Investment Advisor shall
promptly inform Advisor and the Board if the Temporary Investment Advisor
becomes unable to comply with the terms of or maintain any such authorizations,
licenses, consents, approvals or registrations.
(d) Compliance Program of the Temporary Investment Advisor
The Temporary Investment Advisor hereby represents and warrants that:
(i) in accordance with Rule 206(4)-7 under the Advisers Act, the
Temporary Investment Advisor has adopted and implemented and will
maintain written policies and procedures reasonably designed to
prevent violation by the Temporary Investment Advisor and its
supervised persons (as such term is defined in the Advisers Act)
of the Advisers Act and the rules the SEC has adopted under the
Advisers Act; and
(ii) to the extent that Temporary Investment Advisor's activities or
services could affect the Funds, the Temporary Investment Advisor
has adopted and implemented and will maintain written policies
and procedures that are reasonably designed to prevent violation
of the "federal securities laws" (as such term is defined in Rule
38a-1 under the Investment Company Act) by the Funds and the
Temporary Investment Advisor (the policies and procedures
referred to in this Paragraph 4(d)(ii), along with the policies
and procedures referred to in Paragraph 4(d)(i), referred to
herein as the Temporary Investment Advisor' "Compliance
Program").
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(e) Records and Reports
(iii) The Temporary Investment Advisor will keep accurate and detailed
records with respect to all receipts, investments, sales,
disbursements and other transactions carried out by the Temporary
Investment Advisor for a Fund.
(iv) All records held pursuant to this clause by the Temporary
Investment Advisor shall be open to inspection by Advisor or the
Funds, and the Temporary Investment Advisor will provide Advisor
and the Funds with such access as it itself has to records held
by any relevant third party, in each case at reasonable times
during business hours and upon the giving of reasonable notice by
Advisor or a Fund.
(v) The Temporary Investment Advisor will not provide Advisor with an
individual trade confirmation of each portfolio transaction
unless Advisor has specifically requested the Temporary
Investment Advisor to do so. Any records, reports which are
required to be maintained or furnished by the Temporary
Investment Advisor may be maintained and delivered exclusively in
electronic form. Any such record (including a scanned copy of any
paper document) shall be deemed an original for all purposes and
may be admitted in evidence in any action, proceeding or
counterclaim related to the subject matter of this Agreement,
even though the paper source document is unavailable.
(vi) The Temporary Investment Advisor will, upon receipt of reasonable
notice, provide Advisor with the transaction books and records of
the Funds that are required to be maintained by the Temporary
Investment Advisor relating to each fund's transactions from the
Effective Date through such Fund's Investment Team Conversion.
(f) Confidentiality and Disclosure
The Temporary Investment Advisor and Advisor undertake to keep private and
confidential all information acquired in connection with this Agreement,
and not to disclose such information to any person except to the extent
that:
(i) the other party gives prior consent; or
(ii) disclosure is required by law, regulation, regulatory authority
or court order;
(iii) disclosure to a counterparty to a transaction effected for a
Fund is required as a condition to such transaction;
(iv) disclosure is necessary to enable the Temporary Investment
Advisor to perform its obligations under this Agreement;
(v) the information now is or hereafter comes into the public domain
without fault on the part of the Temporary Investment Advisor; or
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(vi) the Temporary Investment Advisor discloses to Invesco Asset
Management (Japan) Limited.
(g) Services Not Exclusive
Nothing in this Agreement shall prevent the Temporary Investment Advisor or
any officer, employee or affiliate thereof from acting as investment advisor for
any other person, firm or corporation, or from engaging in any other lawful
activity, and shall not in any way limit or restrict the Temporary Investment
Advisor or any of its officers, employees or agents from buying, selling or
trading any securities for its or their own accounts or for the accounts of
others for whom it or they may be acting.
(h) Duration of Agreement
(i) With respect to each Fund, this Agreement shall become effective
upon the later of (a) the Closing and (b) the Reorganization of the
respective Venus Business Fund into such Fund, if, in either case,
such Fund's Investment Team Conversion has not yet been effected (with
respect to such Fund, the "Effective Date"). Following the Effective
Date in respect of a Fund, this Agreement, unless terminated pursuant
to paragraph (ii), (iii), (iv) or (v) below, shall continue in effect
with respect to such Fund for two years from such Effective Date, and
thereafter shall continue in effect from year to year, provided that
its continued applicability is specifically approved at least annually
by the Board or by a vote of the holders of a majority of the
outstanding shares of such Fund. In addition, such continuation shall
be approved by vote of a majority of the Trustees who are not parties
to this Agreement or interested persons of any such party, cast in
person at a meeting called for the purpose of voting on such approval.
As used in this paragraph, the term "interested person" shall have the
same meaning as set forth in the Investment Company Act.
(ii) This Agreement shall terminate with respect to any Fund upon the
occurrence of such Fund's Investment Team Conversion and the
commencement of the employment of such Investment Team with Invesco
Asset Management (Japan) Limited.
(iii) This Agreement may be terminated with respect to any or all of
the Funds by thirty (30) days' written notice by either Advisor or the
Temporary Investment Advisor to the other party, provided that the
Temporary Investment Advisor may not terminate this Agreement with
respect to any Fund prior to the end of the True-Up Period (as defined
in the Transaction Agreement). The Agreement may also be terminated at
any time, without the payment of any penalty, with respect to one or
more Funds (by vote of the Trustees or, by the vote of a majority of
the outstanding voting securities of such Fund(s)), on thirty (30)
days' written notice to both Advisor and the Temporary Investment
Advisor. This Agreement shall automatically terminate in the event of
the termination of the investment advisory agreement between Advisor
and the Trust.
(iv) This Agreement shall terminate in the event of its assignment.
The term "assignment" for this purpose shall have the same meaning set
forth in Section 2(a)(4) of the Investment Company Act.
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(v) This Agreement shall terminate forthwith by notice in writing on
the happening of any of the following events:
(1) If Advisor or the Temporary Investment Advisor shall go into
liquidation (except a voluntary liquidation for the purpose
of and followed by a bona fide reconstruction or
amalgamation upon terms previously approved in writing by
the party not in liquidation) or if a receiver or both
receiver and manager of any of the assets of either of them
is appointed; or
(2) If either of the parties hereto shall commit any breach of
the provisions hereof and shall not have remedied such
breach within 30 days after the service of notice by the
party not in breach on the other requiring the same to be
remedied.
(v) Termination shall be without prejudice to the completion of any
transactions which the Temporary Investment Advisor shall have
committed to on behalf of the Funds prior to the time of termination.
The Temporary Investment Advisor shall not effect, and the Trust shall
not be entitled to instruct the Temporary Investment Advisor to
effect, any further transactions on behalf of the Funds subsequent to
the time termination takes effect.
(vii) On the termination of this Agreement and completion of all
matters referred to in the foregoing paragraph (vi), the Temporary
Investment Advisor shall deliver or cause to be delivered to Advisor
copies of all documents, records and books of Advisor required to be
maintained pursuant to Rules 31a-1 or 31a-2 under the Investment
Company Act which are in the Temporary Investment Advisor's
possession, power or control and which are valid and in force at the
date of termination.
(i) Notices
Any notice, request, instruction, or other document to be given under this
Agreement by any party hereto to the other parties shall be in writing and, if
other than routine business correspondence, delivered by (1) confirmed
facsimile, (2) registered or certified mail or United States Postal Service
Express Mail(R), (3) a nationally recognized overnight courier, (4) hand, or (5)
e-mail (so long as a receipt for such e-mail is requested and received). Such
writing shall be addressed to a party as set forth below, or to such other
address as a party may from time to time designate in any notice. Any notice
given hereunder shall be effective upon receipt.
If to the Temporary Investment Advisor, to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Asset & Investment Trust Management Co., Ltd.
Yebisu Garden Place Tower
4-20-3 Ebisu, Shibuya-ku
Tokyo 150-6009
Attention: Head of Legal
If to Advisor, to:
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Invesco Advisers, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
with copy to:
Invesco Ltd.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
(j) Choice of Law
This Agreement shall be construed according to, and the rights and
liabilities of the parties hereto shall be governed by, the laws of the United
States and the State of New York, without regard to the conflicts of laws
principles thereof.
(k) Agreed Tax Treatment of Payments
Advisor and the Temporary Investment Advisor agree that, for all tax
purposes, (i) the Temporary Investment Advisor shall be treated as an
independent contractor of Advisor in respect of the services it performs under
the terms of this agreement, and (ii) any payment made by Advisor to the
Temporary Investment Advisor under this agreement shall be treated by both
Advisor and the Temporary Investment Advisor as a payment for services performed
by the Temporary Investment Advisor
(l) Miscellaneous
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original and all of which together shall constitute one
and the same document. Each party to this Agreement may execute and deliver this
Agreement by an executed signature page transmitted by facsimile or electronic
mail, and the same shall constitute an original for all purposes. To the extent
that any provision of this Agreement is prohibited or ineffective under
applicable law, this Agreement shall be considered amended to the minimum extent
possible in order to make the Agreement effective under applicable law (and, if
the applicable law is subsequently amended or interpreted in such manner as to
make effective any provision of this Agreement that was formerly rendered
invalid, such provision shall automatically be considered to be valid from the
effective date of such amendment or interpretation. Each party hereby
irrevocably consents and submits to the exclusive personal jurisdiction of the
state and federal courts located in the County of New York, State of New York in
the event of any dispute with respect to the subject matter of this Agreement or
the validity or interpretation hereof. Trial by jury in any action, proceeding
or counterclaim arising hereunder or with respect hereto is hereby waived. This
Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof. This Agreement may not be modified, nor any term or
condition hereof waived, except in a writing signed by the party sought to be
charged therewith.
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IN WITNESS WHEREOF, the Agreement has been executed as of the date first
above given.
INVESCO ADVISERS, INC. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ASSET & INVESTMENT
TRUST MANAGEMENT CO., LIMITED
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name: Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: President and Representative
Director
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SCHEDULE A
Funds
Invesco Pacific Growth Fund
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SCHEDULE B
Compensation
FUND MONTHLY FEE
---- -----------
Invesco Pacific Growth Fund $7,035.00
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