Sub-Item 77Q1(e)
MASTER INTERGROUP SUB-ADVISORY CONTRACT
FOR MUTUAL FUNDS
This contract is made as of June 1, 2010, by and among Invesco Advisers,
Inc. (the "Adviser") and each of Invesco Asset Management Deutschland GmbH,
Invesco Asset Management Limited, Invesco Asset Management (Japan) Ltd., Invesco
Australia Limited, Invesco Hong Kong Limited, Invesco Senior Secured Management,
Inc. and Invesco Trimark Ltd. (each a "Sub-Adviser" and, collectively, the
"Sub-Advisers").
WHEREAS:
A) The Adviser has entered into an investment advisory agreement with
Invesco High Yield Investments Fund, Inc. (the "Fund"), a closed-end
investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act");
B) The Adviser is authorized to delegate certain, any or all of its
rights, duties and obligations under investment advisory agreements to
sub-advisers, including sub-advisers that are affiliated with the
Adviser;
C) Each Sub-Adviser represents that it is registered with the U.S.
Securities and Exchange Commission ("SEC") as an investment adviser
under the Investment Advisers Act of 1940 ("Advisers Act") as an
investment adviser, or will be so registered prior to providing any
services to the Fund under this Contract, and engages in the business
of acting as an investment adviser; and
D) The Sub-Advisers and their affiliates have personnel in various
locations throughout the world and have been formed in part for the
purpose of researching and compiling information and recommendations
on the economies of various countries and securities of issuers
located in such countries or on various types of investments and
investment techniques, and providing investment advisory services in
connection therewith.
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Adviser hereby appoints each Sub-Adviser as a sub-adviser of
the Fund for the period and on the terms set forth herein. Each Sub-Adviser
accepts such appointment and agrees to render the services herein set forth, for
the compensation herein provided.
2. Duties as Sub-Adviser. Subject to paragraph 7 below, the Adviser may, in its
discretion, appoint each Sub-Adviser to perform one or more of the following
services with respect to all or a portion of the investments of the Fund. The
services and the portion of the investments of the Fund to be advised or managed
by each Sub-Adviser shall be as agreed upon from time to time by the Adviser and
the Sub-Advisers. Each Sub-Adviser shall pay the salaries and fees of all
personnel of such Sub-Adviser performing services for the Fund related to
research, statistical and investment activities.
(a) Investment Advice. If and to the extent requested by the Adviser, each
Sub-Adviser shall provide investment advice to the Fund and the Adviser with
respect to all or a portion of the investments of the Fund or with respect to
various investment techniques, and in connection with such advice shall furnish
the Fund and the Adviser with such factual information, research reports and
investment recommendations as the Adviser may reasonably require.
(b) Order Execution. If and to the extent requested by the Adviser, each
Sub-Adviser shall place orders for the purchase and sale of portfolio securities
or other investments for the Fund. In so doing, each Sub-Adviser agrees that it
shall comply with paragraph 3 below.
(c) Discretionary Investment Management. If and to the extent requested by
the Adviser, each Sub-Adviser shall, subject to the supervision of the Fund's
Board of Directors (the "Board") and the
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Adviser, manage all or a portion of the investments of the Fund in accordance
with the investment objectives, policies and limitations provided in the Fund's
Registration Statement and such other limitations as the Fund or the Adviser may
impose with respect to the Fund by notice to the applicable Sub-Adviser(s) and
otherwise in accordance with paragraph 5 below. With respect to the portion of
the investments of the Fund under its management, each Sub-Adviser is authorized
to: (i) make investment decisions on behalf of the Fund with regard to any
stock, bond, other security or investment instrument, including but not limited
to foreign currencies, futures, options and other derivatives, and with regard
to borrowing money; (ii) place orders for the purchase and sale of securities or
other investment instruments with such brokers and dealers as the Sub-Adviser
may select; and (iii) upon the request of the Adviser, provide additional
investment management services to the Fund, including but not limited to
managing the Fund's cash and cash equivalents and lending securities on behalf
of the Fund. In selecting brokers or dealers to execute trades for the Fund,
each Sub-Adviser will comply with its written policies and procedures regarding
brokerage and trading, which policies and procedures shall have been approved by
the Board. All discretionary investment management and any other activities of
each Sub-Adviser shall at all times be subject to the control and direction of
the Adviser and the Board.
3. Broker-Dealer Relationships. Each Sub-Adviser agrees that, in placing orders
with brokers and dealers, it will attempt to obtain the best net result in terms
of price and execution. Consistent with this obligation, each Sub-Adviser may,
in its discretion, purchase and sell portfolio securities from and to brokers
and dealers who sell shares of the Fund or provide the Fund, the Adviser's other
clients, or a Sub-Adviser's other clients with research, analysis, advice and
similar services. Each Sub-Adviser may pay to brokers and dealers, in return for
such research and analysis, a higher commission or spread than may be charged by
other brokers and dealers, subject to such Sub-Adviser determining in good faith
that such commission or spread is reasonable in terms either of the particular
transaction or of the overall responsibility of the Adviser and such Sub-Adviser
to the Fund and their other clients and that the total commissions or spreads
paid by the Fund will be reasonable in relation to the benefits to the Fund over
the long term. In no instance will portfolio securities be purchased from or
sold to a Sub-Adviser, or any affiliated person thereof, except in accordance
with the applicable securities laws and the rules and regulations thereunder and
any exemptive orders currently in effect. Whenever a Sub-Adviser simultaneously
places orders to purchase or sell the same security on behalf of the Fund and
one or more other accounts advised by such Sub-Adviser, such orders will be
allocated as to price and amount among all such accounts in a manner believed to
be equitable to each account.
4. Books and Records. Each Sub-Adviser will maintain all required books and
records with respect to the securities transactions of the Fund, and will
furnish the Board and the Adviser with such periodic and special reports as the
Board or the Adviser reasonably may request. Each Sub-Adviser hereby agrees that
all records which it maintains for the Adviser are the property of the Adviser,
and agrees to preserve for the periods prescribed by applicable law any records
which it maintains for the Adviser and which are required to be maintained, and
further agrees to surrender promptly to the Adviser any records which it
maintains for the Adviser upon request by the Adviser.
5. Further Duties.
(a) In all matters relating to the performance of this Contract, each
Sub-Adviser will act in conformity with the Agreement and Articles of
Incorporation, By-Laws and Registration Statement of the Fund and with the
instructions and directions of the Adviser and the Board and will comply with
the requirements of the 1940 Act, the rules, regulations, exemptive orders and
no-action positions thereunder, and all other applicable laws and regulations.
(b) Each Sub-Adviser shall maintain compliance procedures for the Fund that
it and the Adviser reasonably believe are adequate to ensure compliance with the
federal securities laws (as defined in Rule 38a-1 of the 0000 Xxx) and the
investment objective(s) and policies as stated in the Fund's prospectus. Each
Sub-Adviser at its expense will provide the Adviser or the Fund's Chief
Compliance Officer with such compliance reports relating to its duties under
this Contract as may be requested from time to time. Notwithstanding the
foregoing, each Sub-Adviser will promptly report to the Adviser any material
violations of the federal securities laws (as defined in Rule 38a-1 of the 0000
Xxx) that it is or should be aware of or of any material violation of the
Sub-Adviser's compliance policies and procedures that pertain to the Fund.
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(c) Each Sub-Adviser at its expense will make available to the Board and
the Adviser at reasonable times its portfolio managers and other appropriate
personnel, either in person or, at the mutual convenience of the Adviser and the
Sub-Adviser, by telephone, in order to review the investment policies,
performance and other investment related information regarding the Fund and to
consult with the Board and the Adviser regarding the Fund's investment affairs,
including economic, statistical and investment matters related to the
Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser
relating to the investment strategies it employs. Each Sub-Adviser and its
personnel shall also cooperate fully with counsel and auditors for, and the
Chief Compliance Officer of, the Adviser and the Fund.
(d) Each Sub-Adviser will assist in the fair valuation of portfolio
securities held by the Fund. The Sub-Adviser will use its reasonable efforts to
provide, based upon its own expertise, and to arrange with parties independent
of the Sub-Adviser such as broker-dealers for the provision of, valuation
information or prices for securities for which prices are deemed by the Adviser
or the Fund's administrator not to be readily available in the ordinary course
of business from an automated pricing service. In addition, each Sub-Adviser
will assist the Fund and its agents in determining whether prices obtained for
valuation purposes accurately reflect market price information relating to the
assets of the Fund at such times as the Adviser shall reasonably request,
including but not limited to, the hours after the close of a securities market
and prior to the daily determination of the Fund's net asset value per share.
(e) Each Sub-Adviser represents and warrants that it has adopted a code of
ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the
requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser
and the Board a copy of such code of ethics, together with evidence of its
adoption, and will promptly provide copies of any changes thereto, together with
evidence of their adoption. Upon request of the Adviser, but in any event no
less frequently than annually, each Sub-Adviser will supply the Adviser a
written report that (A) describes any issues arising under the code of ethics or
procedures since the Sub-Adviser's last report, including but not limited to
material violations of the code of ethics or procedures and sanctions imposed in
response to the material violations; and (B) certifies that the procedures
contained in the Sub-Adviser's code of ethics are reasonably designed to prevent
"access persons" from violating the code of ethics.
(f) Upon request of the Adviser, each Sub-Adviser will review draft reports
to shareholders and other documents provided or available to it and provide
comments on a timely basis. In addition, each Sub-Adviser and each officer and
portfolio manager thereof designated by the Adviser will provide on a timely
basis such certifications or sub-certifications as the Adviser may reasonably
request in order to support and facilitate certifications required to be
provided by the Fund's Principal Executive Officer and Principal Financial
Officer and will adopt such disclosure controls and procedures in support of the
disclosure controls and procedures adopted by the Fund as the Adviser, on behalf
of the Fund, deems are reasonably necessary.
(g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser
will vote all proxies received in accordance with the Adviser's proxy voting
policy or, if the Sub-Adviser has a proxy voting policy approved by the Board,
the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall
forward to the Fund or its designated agent such proxy voting information as is
necessary for the Fund to timely file proxy voting results in accordance with
Rule 30b1-4 under the 1940 Act.
(h) Each Sub-Adviser shall provide the Fund's custodian on each business
day with information relating to all transactions concerning the assets of the
Fund and shall provide the Adviser with such information upon request of the
Adviser.
6. Services Not Exclusive. The services furnished by each Sub-Adviser hereunder
are not to be deemed exclusive and such Sub-Adviser shall be free to furnish
similar services to others so long as its services under this Contract are not
impaired thereby. Nothing in this Contract shall limit or restrict the right of
any director, officer or employee of a Sub-Adviser, who may also be a Director,
officer or employee of the Fund, to engage in any other business or to devote
his or her time and attention in part to the management or other aspects of any
other business, whether of a similar nature or a dissimilar nature.
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7. Use of Subsidiaries and Affiliates. Each Sub-Adviser may perform any or all
of the services contemplated hereunder, including but not limited to providing
investment advice to the Fund pursuant to paragraph 2(a) above and placing
orders for the purchase and sale of portfolio securities or other investments
for the Fund pursuant to paragraph 2(b) above, directly or through such of its
subsidiaries or other affiliates, including each of the other Sub-Advisers, as
such Sub-Adviser shall determine; provided, however, that performance of such
services through such subsidiaries or other affiliates shall have been approved,
when required by the 1940 Act, by (i) a vote of a majority of the independent
Directors who are not parties to this Contract or "interested persons" (as
defined in the 0000 Xxx) of a party to this Contract, other than as Board
members ("Independent Directors"), cast in person at a meeting called for the
purpose of voting on such approval, and/or (ii) a vote of a majority of the
Fund's outstanding voting securities.
8. Compensation.
(a) The only fees payable to the Sub-Advisers under this Contract are for
providing discretionary investment management services pursuant to paragraph
2(c) above. For such services, the Adviser will pay each Sub-Adviser a fee,
computed daily and paid monthly, equal to (i) 40% of the monthly compensation
that the Adviser receives from the Fund pursuant to its advisory agreement with
the Fund, multiplied by (ii) the fraction equal to the net assets of such Fund
as to which the Sub-Adviser shall have provided discretionary investment
management services pursuant to paragraph 2(c) above for that month divided by
the net assets of such Fund for that month. This fee shall be payable on or
before the last business day of the next succeeding calendar month. This fee
shall be reduced to reflect contractual or voluntary fee waivers or expense
limitations by the Adviser, if any, in effect from time to time as set forth in
paragraph 9 below. In no event shall the aggregate monthly fees paid to the
Sub-Advisers under this Contract exceed 40% of the monthly compensation that the
Adviser receives from the Fund pursuant to its advisory agreement with the Fund,
as reduced to reflect contractual or voluntary fee waivers or expense
limitations by the Adviser, if any.
(b) If this Contract becomes effective or terminates before the end of any
month, the fees for the period from the effective date to the end of the month
or from the beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
(c) If a Sub-Adviser provides the services under paragraph 2(c) above to
the Fund for a period that is less than a full month, the fees for such period
shall be prorated according to the proportion which such period bears to the
applicable full month.
(d) Pursuant to Rule 15a-4 under the 1940 Act, if a majority of the Fund's
outstanding voting securities approves an investment sub-advisory agreement with
the Adviser within 150 days of the date of this Agreement, the fees specified in
this Section 8 will be paid to the Sub-Advisers. If a majority of the Fund's
outstanding voting securities do not approve an investment sub-advisory
agreement with the Adviser within 150 days of the date of this Agreement, the
Sub-Advisers will be paid the lesser of (a) any costs incurred in performing
under this Agreement; or (b) the full amount of the fees specified in this
Section 8.
9. Fee Waivers and Expense Limitations. If, for any fiscal year of the Fund, the
amount of the advisory fee which such Fund would otherwise be obligated to pay
to the Adviser is reduced because of contractual or voluntary fee waivers or
expense limitations by the Adviser, the fee payable to each Sub-Adviser pursuant
to paragraph 8 above shall be reduced proportionately; and to the extent that
the Adviser reimburses the Fund as a result of such expense limitations, such
Sub-Adviser shall reimburse the Adviser that proportion of such reimbursement
payments which the fee payable to each Sub-Adviser pursuant to paragraph 8 above
bears to the advisory fee under this Contract.
10. Limitation of Liability of Sub-Adviser and Indemnification. No Sub-Adviser
shall be liable for any costs or liabilities arising from any error of judgment
or mistake of law or any loss suffered by the Fund in connection with the
matters to which this Contract relates except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of such Sub-Adviser in
the performance by such Sub-Adviser of its duties or from reckless disregard by
such Sub-Adviser of its obligations and duties under this Contract. Any person,
even though also an officer, partner, employee, or agent of a Sub-Adviser, who
may be or
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become a Director, officer, employee or agent of the Fund, shall be deemed, when
rendering services to the Fund or acting with respect to any business of the
Fund, to be rendering such service to or acting solely for the Fund and not as
an officer, partner, employee, or agent or one under the control or direction of
such Sub-Adviser even though paid by it.
11. Duration and Termination.
(a) This Contract shall become effective with respect to each Sub-Adviser
upon the later of the date hereabove written and the date that such Sub-Adviser
is registered with the SEC as an investment adviser under the Advisers Act, if a
Sub-Adviser is not so registered as of the date hereabove written; provided,
however, that this Contract shall not take effect with respect to any Fund
unless it has first been approved (i) by a vote of a majority of the Independent
Directors, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of the Fund's outstanding voting
securities, when required by the 0000 Xxx.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in force and effect for a period of 150 days, or such lesser period of
time if a majority of the outstanding voting securities of the Fund approves a
sub-advisory agreement with the Sub-Advisers.
(c) Notwithstanding the foregoing, with respect to the Fund or any
Sub-Adviser(s), this Contract may be terminated at any time, without the payment
of any penalty, (i) by vote of the Board or by a vote of a majority of the
outstanding voting securities of the Fund on ten days' written notice to such
Sub-Adviser(s); or (ii) by the Adviser on sixty days' written notice to such
Sub-Adviser(s); or (iii) by a Sub-Adviser on ten days' written notice to the
Fund. Should this Contract be terminated with respect to a Sub-Adviser, the
Adviser shall assume the duties and responsibilities of such Sub-Adviser unless
and until the Adviser appoints another Sub-Adviser to perform such duties and
responsibilities. Termination of this Contract with respect to the Fund and one
or more Sub-Adviser(s) shall not affect the continued effectiveness of this
Contract with respect to the Fund or any remaining Sub-Adviser(s). This Contract
will automatically terminate in the event of its assignment.
12. Amendment. No provision of this Contract may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and, when required by the 1940 Act, no amendment of this Contract shall
be effective until approved by vote of a majority of the Fund's outstanding
voting securities.
13. Notices. Any notices under this Contract shall be in writing, addressed and
delivered, telecopied or mailed postage paid, to the other party entitled to
receipt thereof at such address as such party may designate for the receipt of
such notice. Until further notice to the other party, it is agreed that the
address of the Fund shall be 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000-0000 and the address and the Adviser shall be 0000 Xxxxxxxxx Xxxxxx, X.X.,
Xxxxxxx, Xxxxxxx 00000. Until further notice to the other party, it is agreed
that the address of each Sub-Adviser shall be set forth in Exhibit A attached
hereto.
14. Governing Law. This Contract shall be construed in accordance with the laws
of the State of Texas and the 1940 Act. To the extent that the applicable laws
of the State of Texas conflict with the applicable provisions of the 1940 Act,
the latter shall control.
15. Multiple Sub-Advisory Agreements. This Contract has been signed by multiple
parties; namely the Adviser, on one hand, and each Sub-Adviser, on the other.
The parties have signed one document for administrative convenience to avoid a
multiplicity of documents. It is understood and agreed that this document shall
constitute a separate sub-advisory agreement between the Adviser and each
Sub-Adviser with respect to the Fund, as if the Adviser and such Sub-Adviser had
executed a separate sub-advisory agreement naming such Sub-Adviser as a
sub-adviser to the Fund. With respect to any one Sub-Adviser, (i) references in
this Contract to "a Sub-Adviser" or to "each Sub-Adviser" shall be deemed to
refer only to such Sub-Adviser, and (ii) the term "this Contract" shall be
construed according to the foregoing provisions.
16. Miscellaneous. The captions in this Contract 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
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any provision of this Contract shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Contract shall not
be affected thereby. This Contract shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors. Any question of
interpretation of any term or provision of this Contract 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 Contract 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
INVESCO ADVISERS, INC.
ADVISER
By: /s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Senior Vice President
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INVESCO ASSET MANAGEMENT INVESCO ASSET MANAGEMENT
DEUTSCHLAND GMBH LIMITED
Sub-Adviser Sub-Adviser
By: /s/ K.G. Bayer /s/ X. Xxxxxxxxx By: /s/ Xxxxxxxx Xxxxx
-------------------------- -------------------------- --------------------------
Name: K.G Bayer X. Xxxxxxxxx Name: Xxxxxxxx Xxxxx
Title: Managing Directors Title: Head of Legal for UK
and Ireland
INVESCO ASSET MANAGEMENT (JAPAN) LIMITED INVESCO AUSTRALIA LIMITED
Sub-Adviser Sub-Adviser
By: /s/ X. Xxxxxxxx By: /s/ Xxxxxx Xxxx /s/ Xxx Xxxxxxx
-------------------------- -------------------------- --------------------------
Name: Xxxxxxxx Xxxxxxxx Name: Xxxxxx Xxxx Xxx Xxxxxxx
Title: Managing Director Title: Director Head of Legal
INVESCO HONG KONG LIMITED INVESCO SENIOR SECURED MANAGEMENT, INC.
Sub-Adviser Sub-Adviser
By: /s/ Xxxxx Xxx /s/ Xxxxx Xxx By: /s/ Xxxxxxx X. Xxxxx
-------------------------- -------------------------- --------------------------
Name: Xxxxx Xxx Xxxxx Xxx Name: Xxxxxxx X. Xxxxx
Title: Director Director Title: Secretary & General
Counsel
INVESCO TRIMARK LTD.
Sub-Adviser
By: /s/ Xxxx X. Xxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxx
Title: Senior Vice President,
Legal and Secretary
By: /s/ Xxxxx Xxxxxx
--------------------------
Name: Xxxxx Xxxxxx
Title: Vice President,
Compliance & Chief
Compliance Officer
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EXHIBIT A
ADDRESSES OF SUB-ADVISERS
Invesco Asset Management Deutschland GmbH
Xxxxxxxxxxxxx 00-00
Xxxxxxxxx, Xxxxxxx 60313
Invesco Asset Management Limited
00 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxx Xxxxxxx
XX0X 0XX
ENGLAND
Invesco Asset Management (Japan) Ltd.
25th Floor, Shiroyama Trust Tower
0-0, Xxxxxxxxx 0-xxxxx, Xxxxxx-Xx
Xxxxx, Xxxxx 105-6025
Invesco Australia Limited
000 Xxxxxxx Xxxxxx, Xxxxx 00
Xxxxxxxxx Xxx 0000, Xxxxxxxxx
Invesco Hong Kong Limited
32nd Floor
Three Pacific Place
0 Xxxxx'x Xxxx Xxxx
Xxxx Xxxx
Invesco Senior Secured Management, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
XXX
Invesco Trimark Ltd.
0000 Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
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