Sub-Item 77Q1(e)
MASTER INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 1st day of June, 2010, by and between Invesco
Xxx Xxxxxx High Income Trust II, a Massachusetts business trust (the "Trust"),
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 a closed-end management investment company;
WHEREAS, the Adviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment Adviser and engages in
the business of acting as an investment adviser;
WHEREAS, the Trust and the Adviser desire to enter into an agreement to
provide for investment advisory services to the Trust 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 adviser for
the Trust and shall, in such capacity, supervise all aspects of the Trust's
operations, including the investment and reinvestment of cash, securities
or other properties comprising the Trust's assets, subject at all times to
the policies and control of the Board of Trustees. The Adviser shall give
the Trust 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 Trust;
(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
Trust, and whether concerning the individual issuers whose securities
are included in the assets of the Trust or the activities in which
such issuers engage, or with respect to securities which the Adviser
considers desirable for inclusion in the Trust's assets;
(c) determine which issuers and securities shall be represented
in the Trust's investment portfolios and regularly report thereon to
the Board of Trustees;
(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, all actions which appear to the
Trust 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
Trust.
3. Securities Lending Duties and Fees. The Adviser agrees to provide
the following services in connection with the securities lending activities
of the Trust: (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, the Trust shall pay the
Adviser a fee equal to 25% of the net monthly interest or fee income
retained or paid to the Trust 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-advisers, and may enter into agreements with
sub-advisers, 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-advisers 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;
(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 Trust, 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 Trust on a
continuing basis. Accordingly, the price to the Trust 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 Trust 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
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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 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 Trust to such brokers and dealers who
also provide research or statistical material, or other services to
the Trust, to the Adviser, or to any sub-adviser. 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 the Trust, to the extent the Adviser does not
delegate trading responsibility to one or more sub-advisers, in making
decisions regarding broker-dealer relationships, the Adviser may take
into consideration the recommendations of any sub-adviser appointed to
provide investment research or advisory services in connection with
the Trust, and may take into consideration any research services
provided to such sub-adviser by broker-dealers.
(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 Trust are affiliated.
9. Compensation. The compensation that the Trust shall pay the Adviser
is set forth in Appendix A attached hereto.
10. Expenses of the Trust. All of the ordinary business expenses
incurred in the operations of the Trust and the offering of its shares
shall be borne by the Trust unless specifically provided otherwise in this
Agreement. These expenses borne by the Trust 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 in connection with membership in
investment company organizations and the cost of printing copies of
prospectuses and statements of additional information distributed to the
Trust's shareholders.
11. 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 adviser to fiduciary and other managed accounts,
and as investment manager or adviser 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 Trust.
12. 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.
13. Effective Date, Term and Approval. This Agreement shall become
effective with respect to the Trust, if approved by the shareholders of the
Trust, on the date indicated above. If so approved, this Agreement shall
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thereafter continue in force and effect until two years after the date
indicated above, and may be continued from year to year thereafter,
provided that the continuation of the Agreement is specifically approved at
least annually:
(a) (i) by the Board of Trustees or (ii) by the vote of "a
majority of the outstanding voting securities" of the Trust (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 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 Trust, 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 Adviser and Trust. 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 Trust
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.
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 Adviser
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 the 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.
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
adviser to the Trust with respect to such series of shares.
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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 XXX XXXXXX HIGH INCOME TRUST II
Attest:
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxx
------------------------------------- ------------------------------------
Assistant Secretary Name: Xxxx X. Xxxx
Title: Senior Vice President
(SEAL)
INVESCO ADVISERS, INC.
Attest:
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------------- ------------------------------------
Assistant Secretary Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
(SEAL)
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APPENDIX A
COMPENSATION TO THE ADVISER
The Trust shall pay the Adviser, out of its assets, as full compensation
for all services rendered, an advisory fee for the Trust set forth below. Such
fee shall be calculated by applying the following annual rates to the average
daily managed assets of the Trust for the calendar year.
FUND NAME ADVISORY FEE RATE
--------- -----------------------
Invesco Xxx Xxxxxx High Income Trust II .700% on managed assets
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