INVESCO SECURITIES TRUST MASTER INVESTMENT ADVISORY AGREEMENT
THIS
AGREEMENT is made
25th day
of February, 2013, by and between Invesco Securities
Trust, a Delaware statutory trust (the “Trust”) with respect to its series of shares shown on
Appendix A attached hereto, as the same may be amended from time to time, and Invesco Advisers,
Inc., a Delaware corporation (the “Adviser”).
RECITALS
WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the
“1940 Act”), as an open-end, diversified management investment company;
WHEREAS, the Adviser is registered under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), as an investment advisor and engages in the business of acting as an investment
advisor;
WHEREAS, the Trust’s Agreement and Declaration of Trust (the “Declaration of Trust”)
authorizes the Board of Trustees of the Trust (the “Board of Trustees”) to create separate series
of shares of beneficial interest of the Trust, and as of the date of this Agreement, the Board of
Trustees has created four separate series portfolios (such portfolios and any other portfolios
hereafter added to the Trust being referred to collectively herein as the “Funds”); and
WHEREAS, the Trust and the Adviser desire to enter into an agreement to provide for investment
advisory services to the Funds upon the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Advisory Services. The Adviser shall act as investment advisor for the Funds and shall, in
such capacity, supervise all aspects of the Funds’ operations, including the investment and
reinvestment of cash, securities or other properties comprising the Funds’ assets, subject at all
times to the policies and control of the Board of Trustees. The Adviser shall give the Trust and
the Funds the benefit of its best judgment, efforts and facilities in rendering its services as
investment advisor.
2. Investment Analysis and Implementation. In carrying out its obligations under Section 1
hereof, the Adviser shall:
(a) supervise all aspects of the operations of the Funds;
(b) obtain and evaluate pertinent information about significant developments and
economic, statistical and financial data, domestic, foreign or otherwise, whether affecting
the economy generally or the Funds, and whether concerning the individual issuers whose
securities are included in the assets of the Funds or the activities in which such issuers
engage, or with respect to securities which the Adviser considers desirable for inclusion in
the Funds’ assets;
(c) determine which issuers and securities shall be represented in the Funds’
investment portfolios and regularly report thereon to the Board of Trustees;
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(d) formulate and implement continuing programs for the purchases and sales of the
securities of such issuers and regularly report thereon to the Board of Trustees; and
(e) take, on behalf of the Trust and the Funds, all actions which appear to the Trust
and the Funds necessary to carry into effect such purchase and sale programs and supervisory
functions as aforesaid, including but not limited to the placing of orders for the purchase
and sale of securities for the Funds.
3. Securities Lending Duties and Fees. The Adviser agrees to provide the following services
in connection with the securities lending activities of each Fund: (a) oversee participation in
the securities lending program to ensure compliance with all applicable regulatory and investment
guidelines; (b) assist the securities lending agent or principal (the “Agent”) in determining which
specific securities are available for loan; (c) monitor the Agent to ensure that securities loans
are effected in accordance with the Adviser’s instructions and with procedures adopted by the Board
of Trustees; (d) prepare appropriate periodic reports for, and seek appropriate approvals from, the
Board of Trustees with respect to securities lending activities; (e) respond to Agent inquiries;
and (f) perform such other duties as necessary.
As compensation for such services provided by the Adviser in connection with securities
lending activities of each Fund, a lending Fund shall pay the Adviser a fee equal to 25% of the net
monthly interest or fee income retained or paid to the Fund from such activities.
4. Delegation of Responsibilities. The Adviser is authorized to delegate any or all of its
rights, duties and obligations under this Agreement to one or more sub-advisors, and may enter into
agreements with sub-advisors, and may replace any such sub-advisors from time to time in its
discretion, in accordance with the 1940 Act, the Advisers Act, and rules and regulations
thereunder, as such statutes, rules and regulations are amended from time to time or are
interpreted from time to time by the staff of the Securities and Exchange Commission (“SEC”), and
if applicable, exemptive orders or similar relief granted by the SEC and upon receipt of approval
of such sub-advisors by the Board of Trustees and by shareholders (unless any such approval is not
required by such statutes, rules, regulations, interpretations, orders or similar relief).
5. Independent Contractors. The Adviser and any sub-advisors shall for all purposes herein be
deemed to be independent contractors and shall, unless otherwise expressly provided or authorized,
have no authority to act for or represent the Trust in any way or otherwise be deemed to be an
agent of the Trust.
6. Control by Board of Trustees. Any investment program undertaken by the Adviser pursuant to
this Agreement, as well as any other activities undertaken by the Adviser on behalf of the Funds,
shall at all times be subject to any directives of the Board of Trustees.
7. Compliance with Applicable Requirements. In carrying out its obligations under this
Agreement, the Adviser shall at all times conform to:
(a) all applicable provisions of the 1940 Act and the Advisers Act and any rules and
regulations adopted thereunder;
(b) the provisions of the registration statement of the Trust, as the same may be
amended from time to time under the Securities Act of 1933 and the 1940 Act;
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(c) the provisions of the Declaration of Trust, as the same may be amended from time to
time;
(d) the provisions of the by-laws of the Trust, as the same may be amended from time to
time; and
(e) any other applicable provisions of state, federal or foreign law.
8. Broker-Dealer Relationships. The Adviser is responsible for decisions to buy and sell
securities for the Funds, broker-dealer selection, and negotiation of brokerage commission rates.
(a) The Adviser’s primary consideration in effecting a security transaction will be to
obtain the best execution.
(b) In selecting a broker-dealer to execute each particular transaction, the Adviser
will take the following into consideration: the best net price available; the reliability,
integrity and financial condition of the broker-dealer; the size of and the difficulty in
executing the order; and the value of the expected contribution of the broker-dealer to the
investment performance of the Funds on a continuing basis. Accordingly, the price to the
Funds in any transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified by other aspects of the fund
execution services offered.
(c) Subject to such policies as the Board of Trustees may from time to time determine,
the Adviser shall not be deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of its having caused the Funds to
pay a broker or dealer that provides brokerage and research services to the Adviser an
amount of commission for effecting a fund investment transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that transaction, if
the Adviser determines in good faith that such amount of commission was reasonable in
relation to the value of the brokerage and research services provided by such broker or
dealer, viewed in terms of either that particular transaction or the Adviser’s overall
responsibilities with respect to a particular Fund, other Funds of the Trust, and to other
clients of the Adviser as to which the Adviser exercises investment discretion. The Adviser
is further authorized to allocate the orders placed by it on behalf of the Funds to such
brokers and dealers who also provide research or statistical material, or other services to
the Funds, to the Adviser, or to any sub-advisor. Such allocation shall be in such amounts
and proportions as the Adviser shall determine and the Adviser will report on said
allocations regularly to the Board of Trustees indicating the brokers to whom such
allocations have been made and the basis therefor.
(d) With respect to one or more Funds, to the extent the Adviser does not delegate
trading responsibility to one or more sub-advisors, in making decisions regarding
broker-dealer relationships, the Adviser may take into consideration the recommendations of
any sub-advisor appointed to provide investment research or
advisory services in connection with the Funds, and may take into consideration any
research services provided to such sub-advisor by broker-dealers.
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(e) Subject to the other provisions of this Section 8, the 1940 Act, the Securities
Exchange Act of 1934, and rules and regulations thereunder, as such statutes, rules and
regulations are amended from time to time or are interpreted from time to time by the staff
of the SEC, any exemptive orders issued by the SEC, and any other applicable provisions of
law, the Adviser may select brokers or dealers with which it or the Funds are affiliated.
Compensation. The compensation that each Fund shall pay the Adviser is set forth in Appendix
B attached hereto.
9. Expenses of the Funds. All of the ordinary business expenses incurred in the operations of
the Funds and the offering of their shares shall be borne by the Funds unless specifically provided
otherwise in this Agreement. These expenses borne by the Funds include but are not limited to
brokerage commissions, taxes, legal, accounting, auditing, or governmental fees, the cost of
preparing share certificates, custodian, transfer and shareholder service agent costs, expenses of
issue, sale, redemption and repurchase of shares, expenses of registering and qualifying shares for
sale, expenses relating to trustees and shareholder meetings, the cost of preparing and
distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust
on behalf of the Funds in connection with membership in investment company organizations and the
cost of printing copies of prospectuses and statements of additional information distributed to the
Funds’ shareholders.
10. Services to Other Companies or Accounts. The Trust understands that the Adviser now acts,
will continue to act and may act in the future as investment manager or advisor to fiduciary and
other managed accounts, and as investment manager or advisor to other investment companies,
including any offshore entities, or accounts, and the Trust has no objection to the Adviser so
acting, provided that whenever the Trust and one or more other investment companies or accounts
managed or advised by the Adviser have available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a formula believed to be equitable to
each company and account. The Trust recognizes that in some cases this procedure may adversely
affect the size of the positions obtainable and the prices realized for the Funds.
11. Non-Exclusivity. The Trust understands that the persons employed by the Adviser to assist
in the performance of the Adviser’s duties under this Agreement will not devote their full time to
such service and nothing contained in this Agreement shall be deemed to limit or restrict the right
of the Adviser or any affiliate of the Adviser to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature. The Trust further understands and
agrees that officers or directors of the Adviser may serve as officers or trustees of the Trust,
and that officers or trustees of the Trust may serve as officers or directors of the Adviser to the
extent permitted by law; and that the officers and directors of the Adviser are not prohibited from
engaging in any other business activity or from rendering services to any other person, or from
serving as partners, officers, directors or trustees of any other firm or trust, including other
investment advisory companies.
12. Effective Date, Term and Approval. This Agreement shall become effective with respect to
a Fund, if approved by the shareholders of such Fund, on the Effective Date for such Fund, as set
forth in Appendix A attached hereto. If so approved, this Agreement shall thereafter continue in
force and effect until June 30, 2013, and may be continued from year to
year thereafter, provided that the continuation of the Agreement is specifically approved at
least annually:
4
(a) (i) by the Board of Trustees or (ii) by the vote of “a majority of the outstanding
voting securities” of such Fund (as defined in Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the trustees who are not parties to this
Agreement or “interested persons” (as defined in the 0000 Xxx) of a party to this Agreement
(other than as trustees of the Trust), by votes cast in person at a meeting specifically
called for such purpose.
14. Termination. This Agreement may be terminated as to the Trust or as to any one or more of
the Funds at any time, without the payment of any penalty, by vote of the Board of Trustees or by
vote of a majority of the outstanding voting securities of the applicable Fund, or by the Adviser,
on sixty (60) days’ written notice to the other party. The notice provided for herein may be
waived by the party entitled to receipt thereof. This Agreement shall automatically terminate in
the event of its assignment, the term “assignment” for purposes of this paragraph having the
meaning defined in Section 2(a)(4) of the 1940 Act.
15. Amendment. No amendment of this Agreement shall be effective unless it is in writing and
signed by the party against which enforcement of the amendment is sought.
16. Liability of Advisor and Fund. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part of the Adviser or
any of its officers, directors or employees, the Adviser shall not be subject to liability to the
Trust or to the Funds or to any shareholder of the Funds for any act or omission in the course of,
or connected with, rendering services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security. Any liability of the Adviser to one Fund shall not
automatically impart liability on the part of the Adviser to any other Fund. No Fund shall be
liable for the obligations of any other Fund.
17. Liability of Shareholders. Notice is hereby given that, as provided by applicable law,
the obligations of or arising out of this Agreement are not binding upon any of the shareholders of
the Trust individually but are binding only upon the assets and property of the Trust and that the
shareholders shall be entitled, to the fullest extent permitted by applicable law, to the same
limitation on personal liability as shareholders of private corporations for profit.
18. Notices. Any notices under this Agreement 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 that of the Advisor shall be 00 Xxxxxxxx
Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000-0000.
19. Questions of Interpretation. Any question of interpretation of any term or provision of
this Agreement 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 this Agreement 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. Subject to the foregoing, this Agreement shall
be governed by and construed in accordance with the laws (without reference to conflicts of law
provisions) of the State of Texas.
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20. License Agreement. The Trust shall have the non-exclusive right to use the name “Invesco”
to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves
as investment manager or advisor to the Trust with respect to such series of shares.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate
by their respective officers on the day and year first written above.
| Invesco Securities Trust | ||||
| (a Delaware statutory trust) | ||||
Attest: |
||||
/s/ Xxxxxxx X. Xxxxx
|
By: | /s/ Xxxx X. Xxxx | ||
Assistant Secretary
|
Xxxx X. Xxxx | |||
| Senior Vice President | ||||
| Attest: | Invesco Advisers, Inc. | |||
/s/ Xxxxxxx X. Xxxxx
|
By: | /s/ Xxxx X. Xxxx | ||
Assistant Secretary
|
Xxxx X. Xxxx | |||
| Senior Vice President | ||||
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APPENDIX A
FUNDS AND EFFECTIVE DATES
FUNDS AND EFFECTIVE DATES
| Name of Fund | Effective Date of Advisory Agreement | |
Invesco Balanced-Risk Aggressive Allocation Fund
|
February 25, 0000 |
X-0
XXXXXXXX X
COMPENSATION TO THE ADVISER
COMPENSATION TO THE ADVISER
The Trust shall pay the Adviser, out of the assets of a Fund, as full compensation for all
services rendered, an advisory fee for such Fund set forth below. Such fee shall be calculated by
applying the following annual rates to the average daily net assets of such Fund for the calendar
year computed in the manner used for the determination of the net asset value of shares of such
Fund.
| Net Assets | Annual Rate* | |||
First $250 million |
1.100 | % | ||
Next $250 million |
1.075 | % | ||
Next $500 million |
1.050 | % | ||
Next $1.5 billion |
1.025 | % | ||
Next $2.5 billion |
1.000 | % | ||
Next $2.5 billion |
0.975 | % | ||
Next $2.5 billion |
0.950 | % | ||
Over $10 billion |
0.925 | % | ||
| * | To the extent Invesco Balanced-Risk Aggressive Allocation Fund invests its assets in Invesco Cayman Commodity Fund VI Ltd., a direct wholly-owned subsidiary of Invesco Balanced-Risk Aggressive Allocation Fund, the Adviser shall not collect from Invesco Balanced-Risk Aggressive Allocation Fund, in the amount equal to 100% of the advisory fee that the Adviser receives from Invesco Cayman Commodity Fund VI Ltd. |
B-1
