EXHIBIT (k)(1)(ii)
ADMINISTRATION AGREEMENT
Agreement made as of June 1, 2010 between INVESCO ▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN
FUND (f/k/a ▇▇▇ ▇▇▇▇▇▇ Senior Loan Fund), a Massachusetts business trust
(the "Fund"), and INVESCO ADVISERS, INC., a Delaware corporation (the
"Administrator")
WHEREAS, the Fund intends to operate as a closed-end management investment
company, and is so registered under the Investment Company Act of 1940, as
amended ("1940 Act"); and
WHEREAS, the Fund wishes to retain the Administrator to provide certain
administrative services to the Fund, under the terms and conditions stated
below, and the Administrator is willing to provide such services for the
compensation set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein, the parties agree as follows"
1. Appointment. The Fund hereby appoints the Administrator to administrator
the Fund, and the Administrator accepts such appointment and agrees that it
will furnish the services set forth in paragraph 2 below.
2. Services and Duties of the Administrator. Subject to the supervision of the
Fund's Board of Trustees (the "Board"), the Administrator will:
(a) Monitor the provisions of the loan agreements and any agreements
with respect to participations and assignments and be responsible
for recordkeeping with respect to senior loans in the Fund's
portfolio;
(b) Prepare all reports required to be sent to Fund shareholders, and
arrange for the printing and dissemination of such reports to
shareholders;
(c) Arrange for the dissemination to shareholders of the Fund's proxy
materials and oversee the tabulation of proxies by the Fund's
transfer agent;
(d) Negotiate the terms and conditions under which custodian services
will be provided to the Fund and the fees to be paid by the Fund
to its custodian (which may or may not be an affiliate of the
Fund's investment adviser), in connection therewith;
(e) Negotiate the terms and conditions under which dividend
disbursing services will be provided to the Fund, and the fees to
be paid by the Fund in connection therewith; review the provision
of dividend disbursing services to the Fund;
(f) Determine the amounts available for distribution as dividends and
distributions to be paid by the Fund to its Shareholders; prepare
and arrange for the printing of dividend notices to Shareholders;
and provide the Fund's dividend disbursing agent and custodian
with such information as is required for such parties to effect
the payment of dividends and distributions and to implement the
Fund's dividend reinvestment plan;
(g) Make sure reports and recommendations to the Board as the Board
reasonably requests or deems appropriate; and
(h) Provide shareholder services to holders or potential holders of
the Fund's securities including but not limited to responding to
shareholder requests for information.
3. Public Inquiries. The Fund and the Administrator agree that the
Administrator will not be responsible for replying to questions or requests
for information concerning the Fund from Shareholders, brokers or the
public. The Fund will inform the Administrator of the party or parties to
whom any such questions or requests should be directed, and the
Administrator will refer such questions and requests to such party or
parties.
4. Compliance with the Fund's Governing Documents and Applicable Law. In all
matters relating to the performance of this Agreement, the Administrator
will act in conformity with the Declaration of Trust, By Laws and
registration statement of the Fund and with the directions of the Board and
Fund executive officers and will conform to and comply with the
requirements of the 1940 Act and all other applicable federal or state laws
and regulations.
5. Services Not Exclusive. The Administrator's services hereunder are not
deemed to be exclusive, and the Administrator is free to render
administrative or other services to other funds or clients so long as the
Administrator's services under this Agreement are not impaired thereby.
6. Compensation. For the services provided and expenses assumed by the
Administrator under this Agreement, the Fund will pay the Administrator a
fee, accrued daily and paid monthly, at the annualized rate of .25% of the
Fund's average daily net assets. This fee shall be net of any amounts paid
to the Administrator under that certain Master Administrative Services
Agreement between the parties.
7. Limitation of Liability of the Administrator. The Administrator will not be
liable for any error of judgment or mistake of law or for any loss suffered
by the Fund or its shareholders in connection with the performance of its
duties under this Agreement, except a loss resulting from willful
misfeasance, bad faith or gross negligence on its part in the performance
of its duties or from reckless disregard by it of its duties under this
Agreement.
8. Limitation of Liability of the Trustees and Shareholders of the Fund.
Pursuant to the provisions of Article V, Section 5.5. of the Declaration of
Trust as amended or restated as of the date hereof, this Agreement is
entered into by the Board not individually, but as trustees under such
Declaration of Trust and the obligations of the Fund hereunder are not
binding upon any such trustees or Shareholders of the Fund, but bind only
the trust estate.
9. Duration and Termination. This Agreement will become effective upon the
date hereabove written and shall continue in effect thereafter until
terminated without penalty by the Administrator or the Fund upon 30 days'
written notice to the other and shall automatically terminate in the event
of its assignment as that term in defined in the 1940 Act.
10. Amendment of the Agreement. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only an instrument in writing
signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
11. Governing Law. This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts and the 1940 Act. To the extent
that the applicable
laws of the Commonwealth of Massachusetts conflict with the applicable
provisions of the 1940 Act, the latter shall control.
12. Miscellaneous. The caption in the Agreement 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
Agreement shall be held or made invalid by a court decision, statute, rule
or otherwise, the remainder of this Agreement shall not be affected
thereby.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designed below as of the day and year first above
written.
ATTEST: INVESCO ▇▇▇ ▇▇▇▇▇▇ SENIOR LOAN FUND
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Secretary Title: Senior Vice President
Date: June 1, 2010 Date: June 1, 2010
ATTEST: INVESCO ADVISERS, INC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Secretary Title: Senior Vice President
Date: June 1, 2010 Date: June 1, 2010