EXHIBIT (g)(2)
MASTER INTERGROUP SUB-ADVISORY CONTRACT
This contract is made as of June 1, 2010 by and among Invesco Advisers,
Inc. (the "Adviser") and each of Invesco Trimark Ltd., Invesco Asset Management
Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset Management
(Japan) Ltd., Invesco Australia Limited, Invesco Hong Kong Limited, and Invesco
Senior Secured Management, Inc. (each a "Sub-Adviser" and, collectively, the
"Sub-Advisers").
WHEREAS:
A) The Adviser has entered into an investment advisory agreement
with Invesco Xxx Xxxxxx Senior Loan Fund (the "Trust"), a closed-end
management 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
Trust 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 Trust 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-Advisor to perform one or more of
the following services with respect to all or a portion of the investments
of the Trust. The services and the portion of the investments of the Trust
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 Trust 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 Trust and
the Adviser with respect to all or a portion of the investments of the
Trust or with respect to various investment techniques, and in connection
with such advice shall furnish the Trust 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 Trust. 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 Trust's Board of Trustees (the "Board") and the
Adviser, manage all or a portion of the investments of the Trust in
accordance with the investment objectives, policies and limitations
provided in the Trust's Registration Statement and such other limitations
as the Trust or the Adviser may impose with respect to the Trust 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
Trust under its management, each Sub-Adviser is authorized to: (i) make
investment decisions on behalf of the Trust 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 Trust, including
but not limited to managing the Trust's cash and cash equivalents and
lending securities on behalf of the Trust. In selecting brokers or dealers
to execute trades for the Trust, 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 Trust or provide the Trust, 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 Trust and their
other clients and that the total commissions or spreads paid by the Trust
will be reasonable in relation to the benefits to the Trust 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 Trust 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
Trust, 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 Declaration
of Trust, By-Laws and Registration Statement of the Trust 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
Trust 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 Trust's prospectus and statement of additional information. Each
Sub-Adviser at its expense will provide the Adviser or the Trust'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 Trust.
(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 Trust and to consult with the Board and
the Adviser regarding the Trust'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 Trust.
(d) Each Sub-Adviser will assist in the fair valuation of portfolio
securities held by the Trust. 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 Trust'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 Trust and
its agents in determining whether prices obtained for valuation purposes
accurately reflect market price information relating to the assets of the
Trust 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 Trust'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 Trust'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 Trust as the Adviser, on behalf of the Trust,
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 Trust or its
designated agent such proxy voting information as is necessary for the
Trust to timely file proxy voting results in accordance with Rule 30b1-4
of the 1940 Act.
(h) Each Sub-Adviser shall provide the Trust's custodian on each
business day with information relating to all transactions concerning the
assets of the Trust 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 Trustee, officer or employee
of the Trust, 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.
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 Trust pursuant to paragraph
2(a) above and placing orders for the purchase and sale of portfolio
securities or other investments for the Trust 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 Trustees 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 Trustees"), cast in person at a
meeting called for the purpose of voting on such approval, and/or (ii) a
vote of a majority of that Trust'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 Trust pursuant
to its advisory agreement with the Trust, multiplied by (ii) the fraction
equal to the net assets of the Trust 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 the Trust
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 Trust pursuant to its advisory
agreement with the Trust, 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 Trust 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.
9. Fee Waivers and Expense Limitations. If, for any fiscal year of
the Trust, the amount of the advisory fee which such Trust 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 Trust
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 Trust 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 become a
Trustee, officer, employee or agent of the Trust, shall be deemed, when
rendering services to the Trust or acting with respect to any business of
the Trust, to be rendering such service to or acting solely for the the
Trust 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 the Trust unless it has first been approved (i) by
a vote of a majority of the Independent Trustees, cast in person at a
meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of the Trust'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 until two years after its effective date
determined in 11(a). Thereafter, if not terminated, with respect to each
Fund, this Contract shall continue automatically for successive periods
not to exceed twelve months each, provided that such continuance is
specifically approved at least annually (i) by a vote of a majority of the
Independent Trustees, cast in person at a meeting called for the purpose
of voting on such approval, and (ii) by the Board or by vote of a majority
of the outstanding voting securities of that Fund.
(c) Notwithstanding the foregoing, with respect to the Trust 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 Trust on sixty 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
sixty days' written notice to the Trust. 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 one
Sub-Adviser(s) shall not affect the continued effectiveness of this
Contract with respect to 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 Trust'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 Trust and the Adviser
shall be 00 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000-0000. 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 Trust, 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 Trust. 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 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.
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 X. Xxxxxxxx
---------------------
NAME: Xxxx X. Xxxxxxxx
TITLE: Senior Vice President
INVESCO ASSET MANAGEMENT INVESCO ASSET MANAGEMENT
DEUTSCHLAND GMBH LIMITED
Sub-Adviser Sub-Adviser
By: /s/ [ILLEGIBLE] By: /s/ Xxxxxxxx Xxxxx
--------------------------------- --------------------------------
Name: [ILLEGIBLE] Name: Xxxxxxxx Xxxxx
Title: Managing Director Title: Head of Legal for UK & IRELAND
INVESCO ASSET MANAGEMENT (JAPAN) LIMITED INVESCO AUSTRALIA LIMITED
Sub-Adviser Sub-Adviser
By: /s/ Xxxxxxxx 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/ Xxxxxx Xxx By: /s/ Xxxxxxx X. Xxxxx
--------------------------------- --------------------------------
Name: Xxxxx Xxx Xxxxxx 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
EXHIBIT A
ADDRESSES OF SUB-ADVISERS
Invesco Asset Management Deutschland GmbH
Xx xxx Xxxxx 0, 0xx Xxxxx
Xxxxxxxxx, Xxxxxxx 00000
Invesco Asset Management Limited
00 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxx Xxxxxxx
XX0X 0XX
ENGLAND
Invesco Asset Management (Japan) Limited
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 Xxxxxxxx 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, 00xx Xxxxx
Xxx Xxxx, XX 00000
XXX
Invesco Trimark Ltd.
0000 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX, X0X 0X0
