Sub-Item 77Q1(e)
MEMORANDUM OF AGREEMENT
(ADVISORY FEE WAIVERS)
This Memorandum of Agreement is entered into as of the effective date on the
attached Exhibit A and B (each an "Exhibit" or, collectively the "Exhibits"),
between AIM Counselor Series Trust (Invesco Counselor Series Trust), AIM Equity
Funds (Invesco Equity Funds), AIM Funds Group (Invesco Funds Group), AIM Growth
Series (Invesco Growth Series), AIM International Mutual Funds (Invesco
International Mutual Funds), AIM Investment Funds (Invesco Investment Funds),
AIM Investment Securities Funds (Invesco Investment Securities Funds), AIM
Sector Funds (Invesco Sector Funds), AIM Tax-Exempt Funds (Invesco Tax-Exempt
Funds), AIM Treasurer's Series Trust (Invesco Treasurer's Series Trust), AIM
Variable Insurance Funds (Invesco Variable Insurance Funds), Invesco California
Municipal Income Trust, Invesco California Municipal Securities, Invesco
California Quality Municipal Securities, Invesco High Yield Investments Fund,
Inc., Invesco Municipal Income Opportunities Trust, Invesco Municipal Income
Opportunities Trust II, Invesco Municipal Income Opportunities Trust III,
Invesco Municipal Premium Income Trust, Invesco New York Quality Municipal
Securities, Invesco Quality Municipal Income Trust, Invesco Quality Municipal
Investment Trust, Invesco Quality Municipal Securities, Invesco Value Municipal
Bond Trust, Invesco Value Municipal Income Trust, Invesco Value Municipal
Securities, Invesco Value Municipal Trust, and Short-Term Investments Trust
(each a "Trust" or, collectively, the "Trusts"), on behalf of the funds listed
on the Exhibits to this Memorandum of Agreement (the "Funds"), and Invesco
Advisers, Inc. ("Invesco"). Invesco shall and hereby agrees to waive fees of
the Funds, on behalf of their respective classes as applicable, severally and
not jointly, as indicated in the Exhibits.
For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Invesco agrees that until at least the expiration date
set forth on Exhibit A (the "Expiration Date") and with respect to those Funds
listed on the Exhibit, Invesco will waive its advisory fees at the rate set
forth on the Exhibit.
For and in consideration of the mutual terms and agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Trusts and Invesco agree as follows:
1. Invesco agrees that until the expiration date, if any, of the commitment
set forth on the attached Exhibit B occurs, as such Exhibit B is amended
from time to time, Invesco will waive advisory fees payable by an
Investing Fund (defined below) in an amount equal to 100% of the net
advisory fee Invesco receives on the Uninvested Cash (defined below)
from the Affiliated Money Market Fund (defined below) in which the
Investing Fund invests (the "Waiver").
i. Invesco's Fund Accounting Group will calculate, and apply, the
Waiver monthly, based upon the average investment of Uninvested
Cash made by the Investing Fund during the previous month in an
Affiliated Money Market Fund.
ii. The Waiver will not apply to those Investing Funds that do not
charge an advisory fee, either due to the terms of their advisory
agreement, or as a result of contractual or voluntary fee waivers.
iii. The Waiver will not apply to cash collateral for securities lending.
For purposes of the paragraph above, the following terms shall have the
following meanings:
(a) "Affiliated Money Market Fund" - any existing or future Trust that
holds itself out as a money market fund and complies with Rule 2a-7
under the Investment Company Act of 1940, as amended;
(b) "Investing Fund" - any Fund investing Cash Balances and/or Cash
Collateral in an Affiliated Money Market Fund; and
(c) "Uninvested Cash" - cash available and uninvested by a Trust that
may result from a variety of sources, including dividends or
interest received on portfolio securities,
unsettled securities transactions, strategic reserves, matured
investments, proceeds from liquidation of investment securities,
dividend payments, or new investor capital.
2. Neither a Trust nor Invesco may remove or amend the Waiver to a
Trust's detriment prior to requesting and receiving the approval of
the Board of Trustee of the applicable Fund's Trust to remove or
amend such Waiver. Invesco will not have any right to reimbursement
of any amount so waived.
The Boards of Trustees and Invesco may terminate or modify this Memorandum
of Agreement prior to the Expiration Date only by mutual written consent.
Invesco will not have any right to reimbursement of any amount so waived or
reimbursed.
Subject to the foregoing paragraphs, Invesco agrees to review the
then-current waivers for each class of the Funds listed on the Exhibits on a
date prior to the Expiration Date to determine whether such waivers should be
amended, continued or terminated. The waivers will expire upon the Expiration
Date unless the Trusts and Invesco have agreed to continue them. The Exhibits
will be amended to reflect any such agreement.
It is expressly agreed that the obligations of the Trusts hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trusts personally, but shall only bind the assets
and property of the Funds, as provided in each Trust's Agreement and
Declaration of Trust. The execution and delivery of this Memorandum of
Agreement have been authorized by the Trustees of each Trust, and this
Memorandum of Agreement has been executed and delivered by an authorized
officer of each Trust acting as such; neither such authorization by such
Trustees nor such execution and delivery by such officer shall be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the assets and property of the Funds, as
provided in each Trust's Agreement and Declaration of Trust.
IN WITNESS WHEREOF, each of the Trusts, on behalf of itself and its Funds
listed in Exhibit A and B to this Memorandum of Agreement, and Invesco have
entered into this Memorandum of Agreement as of the Effective Date on the
attached Exhibits.
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
AIM Treasurer's Series Trust (INVESCO TREASURER'S SERIES TRUST)
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
INVESCO CALIFORNIA MUNICIPAL INCOME TRUST
INVESCO CALIFORNIA MUNICIPAL SECURITIES
INVESCO CALIFORNIA QUALITY MUNICIPAL SECURITIES
INVESCO HIGH YIELD INVESTMENTS FUND, INC.
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST II
INVESCO MUNICIPAL INCOME OPPORTUNITIES TRUST III
INVESCO MUNICIPAL PREMIUM INCOME TRUST
INVESCO NEW YORK QUALITY MUNICIPAL SECURITIES
INVESCO QUALITY MUNICIPAL INCOME TRUST
INVESCO QUALITY MUNICIPAL INVESTMENT TRUST
INVESCO QUALITY MUNICIPAL SECURITIES
INVESCO VALUE MUNICIPAL BOND TRUST
INVESCO VALUE MUNICIPAL INCOME TRUST
INVESCO VALUE MUNICIPAL SECURITIES
INVESCO VALUE MUNICIPAL TRUST
SHORT-TERM INVESTMENTS TRUST
on behalf of the Funds listed in the Exhibit
to this Memorandum of Agreement
By: /s/ Xxxx X. Xxxx
--------------------------
Title: Senior Vice President
INVESCO ADVISERS, INC.
By: /s/ Xxxx X. Xxxx
--------------------------
Title: Senior Vice President
EXHIBIT A TO ADVISORY FEE MOA
AIM EQUITY FUNDS
(INVESCO EQUITY EXPIRATION
FUNDS) WAIVER DESCRIPTION EFFECTIVE DATE DATE
---------------- ------------------------------------------------- -------------- ----------
Invesco Constellation Fund Invesco will waive advisory fees to the extent 3/27/2006 12/31/2012
necessary so that advisory fees Invesco receives
do not exceed the annualized rates listed below.
0.695% of the first $250M
0.615% of the next $4B
0.595% of the next $750M
0.57% of the next $2.5B
0.545% of the next $2.5B
0.52% of the excess over $10B
AIM TREASURER'S SERIES TRUST
(INVESCO TREASURER'S EXPIRATION
SERIES TRUST) WAIVER DESCRIPTION EFFECTIVE DATE DATE
---------------------------- ------------------------------------------------- -------------- ----------
Premier Portfolio Invesco will waive advisory fees in the amount of 2/1/2011 12/31/2012
0.07% of the Fund's average daily net assets
Premier U.S. Government Money Portfolio Invesco will waive advisory fees in the amount of 2/1/2011 12/31/2012
0.07% of the Fund's average daily net assets
EXHIBIT "B"
AIM COUNSELOR SERIES TRUST (INVESCO COUNSELOR SERIES TRUST)
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL
--------- ----------------- ---------------
Invesco California Tax-Free Income Fund February 12, 2010 June 30, 2013
Invesco Core Plus Bond Fund June 2, 2009 June 30, 2013
Invesco Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2013
Invesco Floating Rate Fund July 1, 2007 June 30, 2013
Invesco S&P 500 Index Fund February 12, 2010 June 30, 2013
Invesco Global Real Estate Income Fund July 1, 2007 June 30, 0000
Xxxxxxx X.X. Quantitative Core Fund July 1, 2007 June 30, 2013
Invesco Xxx Xxxxxx American Franchise Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx Equity and Income Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx Growth and Income Fund February 12, 2010 June 30, 0000
Xxxxxxx Xxx Xxxxxx Xxxxxxxxxxxx Tax Free Income Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx Small Cap Growth Fund February 12, 2010 June 30, 2013
AIM EQUITY FUNDS (INVESCO EQUITY FUNDS)
PORTFOLIO EFFECTIVE DATE COMMITTED UNTIL
--------- -------------- ---------------
Invesco Charter Fund July 1, 2007 June 30, 2013
Invesco Constellation Fund July 1, 2007 June 30, 2013
Invesco Disciplined Equity Fund July 14, 2009 June 30, 2013
Invesco Diversified Dividend Fund July 1, 2007 June 30, 0000
Xxxxxxx Xxxxxx Fund July 1, 2007 June 30, 2013
AIM FUNDS GROUP (INVESCO FUNDS GROUP)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco European Small Company Fund July 1, 2007 June 30, 2013
Invesco Global Core Equity Fund July 1, 2007 June 30, 2013
Invesco International Small Company Fund July 1, 2007 June 30, 2013
Invesco Small Cap Equity Fund July 1, 2007 June 30, 2013
AIM GROWTH SERIES (INVESCO GROWTH SERIES)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco Convertible Securities Fund February 12, 2010 June 30, 2013
Invesco Global Quantitative Core Fund July 1, 2007 June 30, 2013
Invesco Mid Cap Core Equity Fund July 1, 2007 June 30, 2013
Invesco Small Cap Growth Fund July 1, 2007 June 30, 2013
Invesco Xxx Xxxxxx Leaders Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx U.S. Mortgage Fund February 12, 2010 June 30, 2013
AIM INTERNATIONAL MUTUAL FUNDS (INVESCO INTERNATIONAL MUTUAL FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco Asia Pacific Growth Fund July 1, 2007 June 30, 2013
Invesco European Growth Fund July 1, 2007 June 30, 2013
Invesco Global Growth Fund July 1, 2007 June 30, 2013
Invesco Global Opportunities Fund August 1, 2012 June 30, 2013
Invesco Global Select Companies Fund August 1, 2012 June 30, 2013
Invesco Global Small & Mid Cap Growth Fund July 1, 2007 June 30, 2013
Invesco International Growth Fund July 1, 2007 June 30, 2013
Invesco International Core Equity Fund July 1, 2007 June 30, 2013
AIM INVESTMENT FUNDS (INVESCO INVESTMENT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco Balanced-Risk Allocation Fund* May 29, 2009 June 30, 2013
Invesco Balanced-Risk Commodity Strategy Fund** November 29, 2010 June 30, 2013
Invesco China Fund July 1, 2007 June 30, 2013
Invesco Commodities Strategy Fund*** February 12, 2010 June 30, 2013
Invesco Developing Markets Fund July 1, 2007 June 30, 2013
Invesco Emerging Markets Equity Fund May 11, 2011 June 30, 2013
Invesco Emerging Market Local Currency Debt Fund June 14, 2010 June 30, 2013
Invesco Endeavor Fund July 1, 2007 June 30, 2013
Invesco Global Advantage Fund February 12, 2010 June 30, 2013
Invesco Global Health Care Fund July 1, 2007 June 30, 2013
Invesco International Total Return Fund July 1, 2007 June 30, 2013
Invesco Pacific Growth Fund February 12, 2010 June 30, 2013
Invesco Premium Income Fund December 13, 2011 June 30, 2013
Invesco Small Companies Fund July 1, 2007 June 30, 2013
AIM INVESTMENT SECURITIES FUNDS (INVESCO INVESTMENT SECURITIES FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco Dynamics Fund July 1, 2007 June 30, 2013
Invesco Global Real Estate Fund July 1, 2007 June 30, 2013
Invesco High Yield Fund July 1, 2007 June 30, 2013
Invesco High Yield Securities Fund February 12, 2010 June 30, 2013
Invesco Limited Maturity Treasury Fund July 1, 2007 June 30, 2013
Invesco Money Market Fund July 1, 2007 June 30, 2013
Invesco Municipal Bond Fund July 1, 2007 June 30, 2013
Invesco Real Estate Fund July 1, 2007 June 30, 2013
Invesco Short Term Bond Fund July 1, 2007 June 30, 0000
Xxxxxxx X.X. Government Fund July 1, 2007 June 30, 2013
Invesco Xxx Xxxxxx Corporate Bond Fund February 12, 2010 June 30, 2013
--------
* Advisory fees to be waived by Invesco for Invesco Balanced-Risk
Allocation Fund also include advisory fees that Invesco receives on the
Uninvested Cash from the Affiliated Money Market Fund in which Invesco
Cayman Commodity Fund I, Ltd. invests.
** Advisory fees to be waived by Invesco for Invesco Balanced-Risk Commodity
Strategy Fund also include advisory fees that Invesco receives on the
Uninvested Cash from the Affiliated Money Market Fund in which Invesco
Cayman Commodity Fund III, Ltd. invests.
*** Advisory fees to be waived by Invesco for Invesco Commodities Strategy
Fund also include advisory fees that Invesco receives on the Uninvested
Cash from the Affiliated Money Market Fund in which Invesco Cayman
Commodity Fund II, Ltd. Invests.
Sub-Item 77Q1(e)
AIM SECTOR FUNDS (INVESCO SECTOR FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco Energy Fund July 1, 2007 June 30, 2013
Invesco Gold & Precious Metals Fund July 1, 2007 June 30, 2013
Invesco Leisure Fund July 1, 2007 June 30, 2013
Invesco Technology Fund July 1, 2007 June 30, 2013
Invesco Technology Sector Fund February 12, 2010 June 30, 2013
Invesco Utilities Fund July 1, 2007 June 30, 2013
Invesco Value Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx American Value Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx Xxxxxxxx Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx Mid Cap Growth Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx Small Cap Value Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx Value Opportunities Fund February 12, 2010 June 30, 2013
AIM TAX-EXEMPT FUNDS (INVESCO TAX-EXEMPT FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco Tax-Exempt Cash Fund July 1, 2007 June 30, 2013
Invesco Tax-Free Intermediate Fund July 1, 2007 June 30, 2013
Invesco Xxx Xxxxxx High Yield Municipal Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx Intermediate Term Municipal Income
Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx Municipal Income Fund February 12, 2010 June 30, 0000
Xxxxxxx Xxx Xxxxxx Xxx Xxxx Tax Free Income Fund February 12, 2010 June 30, 2013
AIM VARIABLE INSURANCE FUNDS (INVESCO VARIABLE INSURANCE FUNDS)
FUND EFFECTIVE DATE COMMITTED UNTIL
---- ----------------- ---------------
Invesco V.I. Balanced-Risk Allocation Fund**** December 22, 2010 June 30, 2013
Invesco V.I. Core Equity Fund July 1, 2007 June 30, 2013
Invesco V.I. Diversified Income Fund July 1, 2007 June 30, 2013
Invesco V.I. Diversified Dividend Fund February 12, 2010 June 30, 2013
Invesco V.I. Equally-Weighted S&P 500 Fund February 12, 2010 June 30, 2013
Invesco V.I. Global Core Equity Fund February 12, 2010 June 30, 2013
Invesco V.I. Global Health Care Fund July 1, 2007 June 30, 2013
Invesco V.I. Global Real Estate Fund July 1, 2007 June 30, 2013
Invesco V.I. Government Securities Fund July 1, 2007 June 30, 2013
Invesco V.I. High Yield Fund July 1, 2007 June 30, 2013
Invesco V.I. High Yield Securities Fund February 12, 2010 June 30, 2013
Invesco V.I. International Growth Fund July 1, 2007 June 30, 2013
Invesco V.I. Mid Cap Core Equity Fund July 1, 2007 June 30, 2013
Invesco V.I. Money Market Fund July 1, 2007 June 30, 2013
Invesco V.I. S&P 500 Index Fund February 12, 2010 June 30, 2013
Invesco V.I. Small Cap Equity Fund July 1, 2007 June 30, 2013
Invesco V.I. Technology Fund July 1, 2007 June 30, 2013
Invesco V.I. Utilities Fund July 1, 2007 June 30, 2013
Invesco Xxx Xxxxxx V.I. American FranchiseFund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx V.I. Xxxxxxxx Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx V.I. Equity and Income Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx V.I. Growth and Income Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx V.I. Mid Cap Growth Fund February 12, 2010 June 30, 2013
--------
**** Advisory fees to be waived by Invesco for Invesco V.I. Balanced-Risk
Allocation Fund also include an amount equal to advisory fees that
Invesco receives from any money market fund or similarly pooled cash
equivalent investment vehicle advised by Invesco and/or Invesco's
affiliates in which Invesco Cayman Commodity Fund IV, Ltd. invests.
Invesco Xxx Xxxxxx V.I. American Value Fund February 12, 2010 June 30, 2013
Invesco Xxx Xxxxxx V.I. Value Opportunities Fund July 1, 2007 June 30, 2013
SHORT-TERM INVESTMENTS TRUST
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Government TaxAdvantage Portfolio July 1, 2007 June 30, 2013
STIC Prime Portfolio July 1, 2007 June 30, 2013
Treasury Portfolio July 1, 2007 June 30, 2013
CLOSED-END FUNDS
FUND EFFECTIVE DATE COMMITTED UNTIL
---- -------------- ---------------
Invesco California Insured Municipal Income Trust June 1, 2010 June 30, 0000
Xxxxxxx Xxxxxxxxxx Municipal Securities June 1, 2010 June 30, 0000
Xxxxxxx Xxxxxxxxxx Quality Municipal Securities June 1, 2010 June 30, 2013
Invesco High Yield Investments Fund, Inc. June 1, 2010 June 30, 2013
Invesco Municipal Income Opportunities Trust June 1, 2010 June 30, 2013
Invesco Municipal Income Opportunities Trust II June 1, 2010 June 30, 2013
Invesco Municipal Income Opportunities Trust III June 1, 2010 June 30, 2013
Invesco Municipal Premium Income Trust June 1, 2010 June 30, 2013
Invesco New York Quality Municipal Securities June 1, 2010 June 30, 2013
Invesco Quality Municipal Income Trust June 1, 2010 June 30, 2013
Invesco Quality Municipal Investment Trust June 1, 2010 June 30, 2013
Invesco Quality Municipal Securities June 1, 2010 June 30, 2013
Invesco Value Municipal Bond Trust June 1, 2010 June 30, 2013
Invesco Value Municipal Income Trust June 1, 2010 June 30, 2013
Invesco Value Municipal Securities June 1, 2010 June 30, 2013
Invesco Value Municipal Trust June 1, 2010 June 30, 2013
Sub-Item 77Q1(e)
SUB-ADVISORY CONTRACT
This contract is made as of August 27, 2012, by and among Invesco Advisers,
Inc. (the "Adviser") and each of Invesco Asset Management Deutschland GmbH;
Invesco Asset Management Limited; Invesco Asset Management (Japan) Limited;
Invesco Australia Limited; Invesco Hong Kong Limited; Invesco Senior Secured
Management, Inc. and Invesco Canada Ltd., (each a "Sub-Adviser" and,
collectively, the "Sub-Advisers").
WHEREAS:
A) The Adviser has entered into an investment advisory agreement with
Invesco Municipal Income Opportunities Trust II 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"), or will be so
registered prior to providing any services to any of the Funds 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-Adviser 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
2
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 under the 0000
Xxx) and the investment objective(s) and policies as stated in the Trust's
prospectuses and statements of additional information. 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 under 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
3
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, 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 under 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
4
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
payable to the Adviser pursuant to its advisory agreement with the Trust.
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 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
5
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, 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 Trust's 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 the Trust.
(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 Fund's 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 or more 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
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 I 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.
6
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.
7
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. Xxxx
------------------------------
NAME: Xxxx X. Xxxx
TITLE: Senior Vice President
8
INVESCO ASSET MANAGEMENT INVESCO ASSET MANAGEMENT
DEUTSCHLAND GMBH LIMITED
Sub-Adviser Sub-Adviser
By: /s/ Xxxxxxxxx Xxxxxxxxx /s/ Jens Langewand By: /s/ X. X. Xxxxxxxxx
---------------------------------------------- ---------------------------------------
Name: Xxxxxxxxx Xxxxxxxxx Jens Langewand Name: X. X. Xxxxxxxxx
----------------------------------------------
Title: Managing Director Managing Title: Director
Director
INVESCO ASSET MANAGEMENT (JAPAN) LIMITED INVESCO AUSTRALIA LIMITED
Sub-Adviser Sub-Adviser
By: /s/ Xxxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxx /s/ Xxxx X'Xxxxx
---------------------------------------------- ---------------------------------------
Name: Xxxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxx Xxxx X'Xxxxx
Title: Managing Director Title: Co Secretary Chief Executive
Officer
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 CANADA LTD.
Sub-Adviser
By: /s/ Xxxx Xxxxxxx
----------------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President; Head of
Legal-Canada; CCO; and Secretary
9
EXHIBIT I
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.
1166 Avenue of the Americas, 00xx Xxxxx
Xxx Xxxx, XX 00000
XXX
Xxxxxxx Xxxxxx Ltd.
0000 Xxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, XX, X0X 0X0
10
Sub-Item 77Q1(e)
INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 27th day of August, 2012, by and between Invesco
Municipal Income Opportunities Trust II, a Delaware statutory 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 adviser.
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-advisors, 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-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 Trust, 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 Advisor 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 Trust's 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.
2
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 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 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-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 the Trust, 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 Trust, and
may take into consideration any research services provided to such
sub-advisor 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 I attached hereto.
10. Expenses of the Trust. All of the ordinary business expenses incurred in
the operations of the Trust and the offering of their shares shall be borne by
the Trust unless specifically provided otherwise in this Agreement. These
expenses borne by
3
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 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 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 Funds.
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 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
4
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 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 0000 Xxxxxxxxx Xxxxxx,
X.X., Xxxxxxx, Xxxxxxx 00000.
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.
5
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 MUNICIPAL INCOME
Attest: OPPORTUNITIES TRUST II
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxx
----------------------- -------------------------
Assistant Secretary Name: Xxxx X. Xxxx
Title: Senior Vice President
(SEAL)
Attest: INVESCO ADVISERS, INC.
/s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxx
----------------------- -------------------------
Assistant Secretary Name: Xxxx X. Xxxx
Title: Senior Vice President
(SEAL)
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APPENDIX I
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.
TRUST ANNUAL RATE
----- -------------------------------------
Invesco Municipal Income Opportunities Trust II 0.50% as a percentage of average
weekly net assets
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