SUB-ITEM 77Q1(E)
INVESTMENT ADVISORY AND
MANAGEMENT AGREEMENT
AGREEMENT, dated as of June 1, 2010, between INVESCO HIGH YIELD INVESTMENTS
FUND, INC. (formerly known as XXXXXX XXXXXXX HIGH YIELD FUND, INC), a Maryland
corporation (the "Fund"), and INVESCO ADVISERS, INC., a Delaware corporation
(the "Investment Manager").
WHEREAS, the Fund is a closed-end, non-diversified management investment
company registered under the U.S. Investment Company Act of 1940, as amended
(the "1940 Act"), shares of common stock of which are registered under the
Securities Act of 1933, as amended; and
WHEREAS, the Fund's primary investment objective is to seek high current
income. As a secondary objective, the Fund will seek capital appreciation. In
seeking to achieve these objectives, the Fund, under normal market conditions,
will invest at least 65% of its total assets in high yield securities issued by
U.S. corporations. In addition, the Fund may invest up to 35% of its total
assets in high yield securities issued by non-U.S. corporations and by
government and government-related issuers located in developing countries,
provided that no more than 20% of the Fund's total assets may be invested in
high yield securities issued by government and government-related issuers in
developing countries. (The Fund's investment objectives are more fully described
in the Prospectus dated November 22, 1993 (the "Prospectus") contained in the
Fund's Registration Statement on Form N-2 (File Nos. 33-69454 and 811-8044) (the
"Registration Statement"); and
WHEREAS, the Fund desires to retain the Investment Manager to render
investment management services with respect to its assets and the Investment
Manager is willing to render such services.
NOW, THEREFORE, in consideration of the mutual covenants hereafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. Appointment of Investment Manager. (a) The Fund hereby employs the
Investment Manger for the period and on the terms and conditions set forth
herein, subject at all times to the supervision of the Board of Directors of the
Fund, to:
(i) Make all investment decisions for the assets of the Fund and
manage the investment and reinvestment of those assets in accordance with
the investment objective and policies of the Fund, as set forth in the
Fund's Prospectus, and subject always to the restrictions of the Fund's
Articles of Incorporation and By-Laws, as amended or restated from time to
time, the provisions of the 1940 Act and the Fund's investment objective
and policies and investment restrictions, as the same are set forth in the
Fund's Prospectus. Should the Board of Directors of the Fund as any time
make any definite determination as to investment policy and notify the
Investment Manager thereof, the Investment Manager shall be bound by such
determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Investment
Manager shall take, on behalf of the Fund, all actions which it deems
necessary to implement the investment policies of the Fund and to place all
orders for the purchase or sale of portfolio securities for the Fund with
brokers or dealers selected by it, and in connection therewith, the
Investment Manager is authorized as agent of the Fund to give instructions
to the custodians from time to time of the Fund's assets as to deliveries
of securities and payments of cash for the account of the Fund. In
connection with the selection of such brokers or dealers and the placing of
such orders, the Investment Manager is directed at all times to seek to
obtain for the Fund the most favorable net results as determined by the
Directors of the Fund. Subject to this requirement and the provisions of
the 1940 Act, the U.S. Securities Exchange Act of 1934, as amended, and any
other applicable provisions of law, nothing shall prohibit the Investment
Manager from selecting brokers or dealers with which it or the Fund is
affiliated or which provide the Investment Manager with investment research
services as described in the Fund's Prospectus;
(ii) Prepare and make available to the Fund research and
statistical data in connection therewith; and
(iii) Maintain or cause to be maintained for the Fund all books
and records required under the 1940 Act, to the extent that such books and
records are not maintained or furnished by administrators, custodians or
other agents of the Fund.
(b) The Investment Manager accepts such employment and agrees during the
term of this Agreement to render such services, to permit any of its directors,
officers or employees to serve without compensation as directors or officers of
the Fund if elected to such positions, and to assume the obligations set forth
herein for the compensation herein provided. The Investment Manager shall for
all purposes herein provided be deemed to be an independent contractor and,
unless otherwise expressly provided or authorized, shall have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.
2. Compensation. For the services and facilities described in Section 1,
the Fund agrees to pay in United States dollars to the Investment Manager, a
fee, computed weekly and payable monthly to the Fund's interest-bearing escrow
account at State Street Bank and Trust Company, Account No. ______________, at
an annual rate of .70% of the Fund's average weekly net assets. For the month
and year in which this Agreement becomes effective or terminates, there shall be
an appropriate proration on the basis of the number of days that this Agreement
is in effect during such month and year, respectively.
Pursuant to Rule 15a-4 under the 1940 Act, if a majority of the Fund's
outstanding voting securities approves an investment advisory agreement with the
Fund within 150 days of the date of this Agreement, the full amount in the
escrow account (including interest earned) specified in this Section 2 will be
paid to the Investment Manager. If a majority of the Fund's outstanding voting
securities do not approve an investment advisory agreement with the Fund within
150 days of the date of this Agreement, the Investment Adviser will be paid out
of the escrow account specified in this Section 2, the lesser of (a) any costs
incurred in performing under this Agreement; or (b) the full amount in the
escrow account (including interest earned).
3. Investment of Fund Stock. The Investment Manager agrees that it will not
make a short sale of any capital stock of the Fund, or purchase any share of the
capital stock of the Fund other than for investment.
4. Non-Exclusivity of Services. Nothing herein shall be construed as
prohibiting the Investment Manager from providing investment advisory services
to, or entering into investment advisory agreements with, any other clients
(including other registered investment companies), including clients which may
invest in high yield securities, so long as the Investment Manager's services to
the Fund are not impaired thereby.
5. Standard of Care; Indemnification. The Investment Manager may rely on
information reasonably believed by it to be accurate and reliable. Neither the
Investment Manager nor its officers, directors, employees, agents or controlling
persons (as defined in the 0000 Xxx) shall be subject to any liability for any
act or omission, error of judgment or mistake of law, or for any loss suffered
by the Fund, in the course of, connected with or arising out of any services to
be rendered hereunder, except by reason of willful misfeasance, bad faith or
gross negligence on the part of the Investment Manager in the performance of its
duties or by reason of reckless disregard on the part of the Investment Manager
of its obligations and duties under this Agreement. Any person, even though also
employed by the Investment Manager, who may be or become an employee of the Fund
shall be deemed, when acting within the scope of his employment by the Fund, to
be acting in such employment solely for the Fund and not as an employee or agent
of the Investment Manger.
The Fund agrees to indemnify and hold harmless the Investment Manager, its
officers, directors, employees, agents, shareholders, controlling persons or
other affiliates (each an "Indemnified Party"), for any losses, costs and
expenses incurred or suffered by any Indemnified Party arising from any action,
proceeding or claims which may be brought against such Indemnified Party in
connection with the performance or non-performance in good faith of its
functions under this Agreement, except losses, costs and expenses resulting from
willful misfeasance, bad faith or gross negligence in the performance of such
Indemnified Party's duties or from reckless disregard on the part of such
Indemnified Party of such Indemnified Party's obligations and duties under this
Agreement.
6. Allocation of Charges and Expenses. (a) The Investment Manager shall
assume and pay for maintaining its staff and personnel, and shall, at its own
expense, provide the equipment, office space and facilities
necessary to perform its obligations hereunder. The Investment Manager shall pay
the salaries and expenses of such of the Fund's officers and employees, and fees
and expenses of such of the Fund's directors who are directors, officers or
employees of the Investment Manager or any of its affiliates, provided, however,
that the Fund, and not the Investment Manager, shall bear travel expenses or an
appropriate fraction thereof of directors and officers of the Fund who are
directors, officers or employees of the Investment Manager or its affiliates to
the extent that such expenses relate to attendance at meetings of the Board of
Directors of the Fund or any committees thereof.
(b) In addition to the fee of the Investment Manager, the Fund shall
assume and pay the following expenses: organization expenses (but not he
overhead or employee costs of the Investment Manager); legal fees and expenses
of counsel to the Fund; auditing and accounting expenses; taxes and governmental
fees; New York Stock Exchange listing fees; dues and expenses incurred in
connection with membership in investment company organizations; fees and
expenses of the Fund's custodians, sub-custodians, transfer agents and
registrars; fees and expenses with respect to administration, except as may be
herein expressly provided otherwise or provided otherwise pursuant to
administration agreements; expenses for portfolio pricing services by a pricing
agent, if any; expenses of preparing share certificates and other expenses in
connection with the issuance, offering and underwriting of shares issued by the
Fund; expenses relating to investor and public relations; expenses of
registering or qualifying securities of the Fund for public sale; freight,
insurance and other charges in connection with the shipment of the Fund's
portfolio securities; brokerage commissions or other costs of acquiring or
disposing of any portfolio holding of the Fund; expenses of preparation and
distribution of reports, notices and dividends to stockholders; expenses of the
dividend reinvestment and cash purchase plan (except for brokerage expenses paid
by participants in such plan); costs of stationery; any litigation expenses; and
costs of stockholder's and other meetings.
7. Potential Conflicts of Interest. (a) Subject to applicable statutes and
regulations, it is understood that directors, officers or agents of the Fund are
or may be interested in the Investment Manager or its affiliates as directors,
officers, employees, agents, shareholders or otherwise, and that the directors,
officers, employees, agents or shareholders of the Investment Manger may be
interested in the Fund as a director, officer, agent or otherwise.
(b) If the Investment Manger considers the purchase or sale of
securities for the Fund and other advisory clients of the Investment Manager at
or about the same time, transactions in such securities will be made for the
Fund and such other clients in a manner equitable to the Fund and such other
clients or, insofar as feasible, in accordance with guidelines which may be
adopted by the Board of Directors of the Fund.
8. Duration and Termination. This Agreement shall be effective for a period
of 150 days commencing on June 1, 2010, or such lesser period of time if a
majority of the Fund's outstanding voting securities approves an agreement
between the Investment Manager and the Fund.
(b) This Agreement may nevertheless be terminated at any time, without
payment of penalty, by the Fund, the Investment Manager or a majority of the
Fund's outstanding voting securities upon 10 days' written notice. This
Agreement shall automatically be terminated in the event of its assignment,
provided, however, that a transaction which does not, in accordance with the
1940 Act, result in a change of actual control or management of the Investment
Manager's business shall not be deemed to be an assignment for the purposes of
this Agreement.
(c) Termination of this Agreement shall not (i) affect the right of
the Investment Manager to receive payments of any unpaid balance of the
compensation described in Section 2 earned prior to such termination, or (ii)
extinguish the Investment Manager's right of indemnification under Section 5. As
used herein, the terms "interested person," "assignment," and "vote of a
majority of the outstanding voting securities" shall have the meanings set forth
in the 1940 Act.
9. Amendment. This Agreement may be amended by mutual agreement, but only
after authorization of such amendment by the affirmative vote of (i) the holders
of a majority of the outstanding voting securities of the Fund, and (ii) a
majority of the members of the Fund's Board of Directors who are not interested
persons of the Fund or of the Investment Manager, cast in person at a meeting
called for the purpose of voting on such approval.
10. Governing Law. This Agreement shall be construed in accordance with the
laws of the State of New York, provided, however, that nothing herein shall be
construed as being inconsistent with the 1940 Act.
11. Notices. Any communication hereunder shall be in writing and shall be
delivered in person or by telex or facsimile (followed by mailing such notice,
air mail postage prepaid, on the date on which such telex or facsimile is sent,
to the address set forth below). Any communication or document to be made or
delivered by one person to another pursuant to this Agreement shall be made or
delivered to that other person at the following relevant address (unless that
other person has by fifteen (15) days' notice to the other specified another
address):
If to the Investment Manager:
Invesco Advisers, Inc.
00 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
If to the Fund:
Invesco High Yield Investments Fund, Inc.
00 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: President
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
Communications or documents made or delivered by personal delivery shall be
deemed to have been received on the day of such delivery. Communications or
documents made or delivered by telex or facsimile shall be deemed to have been
received, if by telex, when acknowledged by the addressee's correct answer back
code and, if by facsimile, upon production of a transmission report by the
machine from which the facsimile was sent which indicates that the facsimile was
sent in its entirety to the facsimile number of the recipient; provided that a
hard copy of the communication or document so made or delivered by telex or
facsimile was posted the same day as the communication or document was made or
delivered by electronic means.
12. Jurisdiction. Each party hereto irrevocably agrees that any suit,
action or proceeding against either of the Investment Manager or the Fund
arising out of or relating to this Agreement shall be subject exclusively to the
jurisdiction of the United States District Court for the Southern District of
New York or the Supreme Court of the State of New York, New York County, and
each party hereto irrevocably submits to the jurisdiction of each such court in
connection with any such suit, action or proceeding. Each party hereto waives
any objection to the laying of venue of any such suit, action or proceeding in
either such court, and waives any claim that such suit, action or proceeding has
been brought in an inconvenient forum. Each party hereto irrevocably consents to
service of process in connection with any such suit, action or proceeding by
mailing a copy thereof in English by registered or certified mail, postage
prepaid, to their respective addresses as set forth in this Agreement.
13. Representation and Warranty of the Investment Manger. The Investment
Manager represents and warrants that it is duly registered as an investment
adviser under the U.S. Investment Advisers Act of 1940, as amended, and that it
will use its reasonable efforts to maintain effective its registration during
the term of this Agreement.
14. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
15. Captions. The captions in this Agreement are included for convenience
for reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.
IN WITNESS WHEREOF, the parties have executed this Investment Advisory and
Management Agreement by their officers thereunto duly authorized as of the day
and year first written above.
INVESCO HIGH YIELD INVESTMENTS FUND, INC.
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Senior Vice President
