EX-25.2(d)
MULTIPLE CLASS PLAN
FOR
INVESCO PRIVATE ASSET-BASED CREDIT FUND
1.
This Multiple Class Plan (the “Plan”) provides for the issuance and distribution of multiple classes of shares by the Invesco Private Asset-Based Credit Fund, a Delaware statutory trust (the “Fund”), in accordance with the terms, procedures and conditions set forth below. This Plan has been adopted by the Fund pursuant to an order of the Securities and Exchange Commission granting exemptive relief from certain provisions of Section 18 of the Investment Company Act of 1940, as amended (the “Act”). A majority of the Trustees of the Fund, including a majority of the Trustees who are not interested persons of the Fund within the meaning of the Act, found this Plan to be in the best interest of the Fund and each Class (defined below) of Shares (defined below) of the Fund.
2.
Definitions. As used herein, the terms set forth below shall have the meanings ascribed to them below.
(a)
Act - Investment Company Act of 1940, as amended.
(b)
Class - a class of Shares of the Fund.
(c)
Class P-X Shares - shall mean those Shares designated as Class P-X Shares in the Fund’s organizing documents.
(d)
Class P-F Shares - shall mean those Shares designated as Class P-F Shares in the Fund’s organizing documents.
(e)
Distribution Expenses - expenses incurred in activities which are primarily intended to result in the distribution and sale of Shares as authorized in a Plan of Distribution and/or agreements relating thereto.
(f)
Distribution Fee - a fee paid to the Distributor and/or financial intermediaries for Distribution Expenses.
(g)
Distributor - Invesco Distributors, Inc.
(h)
Offering Materials - the then currently effective private placement memorandum, registration statement and/or prospectus (including any statement of additional information incorporated by reference thereto) in effect from time to time (as amended, restated and/or supplemented from time to time).
(k)
Plan of Distribution - any plan adopted under Rule 12b-1 under the Act with respect to payment of a Distribution Fee and/or Service Fee wherein the Fund agrees to comply with Rule 12b-1 under the Act as if the Fund were an open-end investment company.
(l)
Service Fee - a fee paid to the Distributor and/or financial intermediaries for the ongoing provision of personal services to Fund shareholders and/or the maintenance of shareholder accounts.
(m)
Share - a share of beneficial interest in the Fund.
(n)
Trustees - the trustees of the Fund.
(o)
Invesco Funds - certain open-end and closed-end interval investment companies, distributed by Invesco Distributors, Inc.
3.
Allocation of Income and Expenses.
(a)
Distribution Fees and Service Fees - Each Class shall bear directly any and all Distribution Fees and/or Service Fees payable by such Class pursuant to a Plan of Distribution adopted by the Fund with respect to such Class.
(b)
Allocation of Other Expenses - Each Class shall bear proportionately all other expenses incurred by the Fund based on the relative net assets attributable to each such Class.
(c)
Allocation of Income, Gains and Losses - Except to the extent provided in the following sentence, the Fund will allocate income and realized and unrealized capital gains and losses to a Class based on the relative net assets of each Class. Notwithstanding the foregoing, each Portfolio that declares dividends on a daily basis will allocate income on the basis of settled Shares.
(d)
Waiver of Fees and Reimbursement of Expenses - The Fund’s adviser, underwriter or any other provider of services to the Fund may waive fees payable by, or reimburse expenses of, the Fund or a Class.
4.
Distribution and Servicing Arrangements. The distribution and servicing arrangements identified below will apply for the following Classes offered by the Fund. The provisions of the Offering Materials describing the distribution and servicing arrangements are incorporated herein by this reference.
(a)
Class P-X Shares. Class P-X Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in
the Offering Materials. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with procedures approved by the Trustees and disclosed in the Fund’s Offering Materials. Class P-X Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Offering Materials.
(b)
Class P-F Shares. Class P-F Shares shall be (i) offered at net asset value.
(c)
Class P-X Shares and Class P-F Shares are offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Offering Materials.
(a)
Exchanges for Shares of Other Invesco Funds: Shareholders whose Shares are accepted by the Fund for repurchase do not currently have the ability to elect to receive in exchange, in lieu of cash, shares of an Invesco Fund.
(b)
Intra-Fund Exchanges: Prior to any public offering of the Shares, it is anticipated that investors will receive Class X and Class F Shares in exchange for their Class P-X and Class P-F Shares, respectively. The Fund intends to amend and restate this Plan to establish the terms of the Class X and Class F Shares prior to the commencement of any public offering.
In certain cases, Shares of one class may be converted or exchanged, including at the shareholder's option, for an equivalent net asset value amount of another class of Shares of the Fund (an "Intra-fund Exchange"), if and to the extent such an Intra-Fund Exchange privilege is disclosed in the Offering Materials and subject to the terms and conditions thereof (including the imposition or waiver of any sales load or repurchase fee). A shareholder requesting the Intra-fund Exchange must meet the applicable conditions and eligibility requirements of the Share class into which the shareholder seeks to exchange. Assuming the Intra-fund Exchange meets the applicable conditions and eligibility requirements of the class into which such shareholder seeks to exchange and the Fund has received proper instruction from the financial intermediary to effect such Intra-fund Exchange and consents to such Intra-fund Exchange, a financial intermediary may, in its discretion, determine to exchange a shareholder's Shares at such shareholder's request.
6.
Service Fees and Distribution Fees. The Service Fee and Distribution Fee applicable to any Class shall be those set forth in the Offering Materials, relevant portions of which are incorporated herein by this reference. All other terms and conditions with respect to Service
Fees and Distribution Fees shall be governed by the Plan of Distribution and/or agreements relating thereto adopted by the Fund with respect to such fees and Rule 12b-1 of the Act as if the Fund were an open-end investment company.
7.
Effective Date. This Plan shall not take effect until a majority of the Trustees of the Fund, including a majority of the Trustees who are not interested persons of the Fund, shall find that the Plan, as proposed and including the expense allocations, is in the best interests of each Class individually and the Fund as a whole.
8.
Amendments. This Plan may not be amended to materially change the provisions of this Plan unless such amendment is approved in the manner specified in Section 8 above.
9.
Administration of Plan. This Plan shall be administered in compliance with all applicable provisions of the Act and all applicable rules promulgated under the Act as if it were an open-end investment company, including but not limited to Rule 18f-3, Rule 6c-10 and Rule 11a-3 (with respect to exchange privileges among Shares).
Effective July 30, 2026