AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT, dated as of November 9,
2006, and revised as of October 1, 2012, among
DWS HIGH INCOME OPPORTUNITIES FUND,
INC., formerly known as DWS Dreman Value
Income Edge Fund, Inc., a Maryland corporation
(the "Fund"), and Deutsche Investment
Management Americas Inc., a Delaware corporation
(the "Adviser").
WHEREAS, the Fund is engaged in
business as a closed-end investment company
registered under the Investment Company Act of
1940, as amended (the "Investment Company
Act");
WHEREAS, the Fund engages in the
business of investing and reinvesting the assets of
the Fund in accordance with the investment
objective, policies and restrictions specified in the
Prospectus (the "Prospectus") of the Fund included
in the Fund's initial Registration Statement on Form
N-2, as amended from time to time (the
"Registration Statement"), filed by the Fund under
the Investment Company Act and the Securities Act
of 1933, as amended;
WHEREAS, the Adviser is engaged
principally in rendering investment management
services and is registered as an investment adviser
under the Investment Advisers Act of 1940, as
amended (the "Advisers Act");
WHEREAS, the Fund desires to retain the
Adviser to provide investment management services
to the Fund on the terms set out in this Agreement,
and the Adviser is willing to provide investment
management services to the Fund on the terms set
out in this Agreement; and
NOW, THEREFORE, in consideration of
the premises and the covenants contained in this
Agreement, the Fund and the Adviser agree as
follows:
Appointment and Services.
(a) The Fund appoints the
Adviser to act as investment manager to the
Fund. The Adviser accepts its appointment
and agrees to provide the services set out in
this Agreement for the compensation set out
in this Agreement.
(b) Subject to the terms of this
Agreement, and the oversight of the Board
of Directors, the Adviser will provide
continuing investment management of the
assets of the Fund in accordance with the
investment objective, policies and
restrictions set forth in the Prospectus of the
Fund or as adopted by the Board of
Directors; the applicable provisions of the
Investment Company Act, and the rules and
regulations thereunder; the provisions of the
Internal Revenue Code of 1986, as amended
(the "Code"), relating to regulated
investment companies and all rules and
regulations thereunder; and all other
applicable federal and state laws and
regulations. In connection with the services
provided under this Agreement, the Adviser
will use best efforts to manage the Fund so
that it will qualify as a regulated investment
company under Subchapter M of the Code
and regulations issued under the Code. The
Adviser will also monitor, to the extent not
monitored by the Fund's administrator or
other agent, the Fund's compliance with its
investment and tax guidelines and other
compliance policies. The Fund will have the
benefit of the investment analysis and
research, the review of current economic
conditions and trends and the consideration
of long-range investment policy generally
available to the Adviser's investment
advisory clients. In managing the Fund in
accordance with the requirements set out in
this Section 1, the Adviser will be entitled to
receive and act upon advice of counsel for
the Fund.
(c) The Adviser will determine
the securities and other instruments to be
purchased, sold or entered into by the Fund
and place orders with broker-dealers, foreign
currency dealers, futures commission
merchants or others pursuant to the
Adviser's determinations and all in
accordance with the Fund's policies as set
out in the Prospectus and SAI of the Fund or
as adopted by the Board of Directors and
disclosed to the Adviser. The Adviser will
determine what portion of the Fund's
portfolio will be invested in securities and
other assets and what portion, if any, should
be held uninvested in cash or cash
equivalents.
(d) The Adviser will provide
assistance to the Board of Directors in
valuing the securities and other instruments
held by the Fund, to the extent reasonably
required by such valuation policies and
procedures as may be adopted by the Fund.
(e) The Adviser will maintain in
accordance with applicable law, all books
and records required of investment advisers
under the Advisers Act, and will make
available to the Board of Directors such
records upon request.
(f) The Adviser also agrees to
make available to the Board of Directors the
following:
(i) periodic reports on
the investment
performance of the
Fund;
(ii) additional reports and
information related to the
Adviser's duties under this
Agreement as the Board of
Directors may reasonably
request; and
(iii) to the extent held by
the Adviser, all of the Fund's
investment records and
ledgers as are necessary to
assist the Fund in complying
with the requirements of the
Investment Company Act and
other applicable laws.
To the extent required by
law, the Adviser will furnish to regulatory
authorities having the requisite authority any
information or reports in connection with the
services provided under this Agreement that
may be requested.
(g) The Adviser will also provide
to the Fund's administrator, custodian, fund
accounting agent, shareholder service
agents, transfer agents and other service
providers, as required, and to the extent held
by the Adviser, information relating to all
transactions concerning the assets belonging
to the Fund, in each case subject to
compliance with applicable privacy
standards.
2. Investment Management Fee.
(a) For all services to be
rendered, payments to be made and costs to
be assumed by the Adviser as provided
under this Agreement, the Fund will pay the
Adviser in United States Dollars following
the last day of each month the unpaid
balance of a fee equal to the sum of all the
management accruals from the previous
month. The management accrual is
calculated on a daily basis by multiplying a
Fund's prior day's Managed Assets by 85
basis points (0.85%) and dividing that
product by the number of days in that year.
The Adviser will be entitled to receive
during any month such interim payments of
its fee under this Section 2 as it may request,
provided that no such payment will exceed
75 percent of the amount of its fee then
accrued on the books of a Fund and unpaid.
(b) The Fund shall pay the
Adviser, as compensation for the Adviser's
services performed, facilities furnished and
expenses assumed hereunder, a fee at an
annual rate equal to 0.85% of the Fund's
average daily Managed Assets. "Managed
Assets" means the total assets of the Fund
(including any assets attributable to any
leverage that may be outstanding) minus the
sum of accrued liabilities (other than debt
representing financial leverage). The
management fee payable hereunder shall be
computed daily and paid monthly in arrears.
(c) The Adviser may from time
to time agree not to impose all or a portion
of its fee otherwise payable under this
Agreement and/or undertake to pay or
reimburse a Fund for all or a portion of its
expenses not otherwise required to be paid
by or reimbursed by the Adviser. Unless
otherwise agreed, any fee reduction or
undertaking may be discontinued or
modified by the Adviser at any time. For
the month and year in which this Agreement
becomes effective or terminates, there will
be an appropriate pro ration of any fee based
on the number of days that the Agreement is
in effect during such month and year,
respectively.
(d) All rights to compensation
under this Agreement for services performed
as of the termination of this Agreement shall
survive the termination.
3. Expenses.
(a) Except as otherwise
specifically provided in this Section 3 or as
determined by the Board of Directors, to the
extent permitted by applicable law, the
Adviser will pay the compensation and
expenses of all Directors, officers and
executive employees of the Fund (including
a Fund's share of payroll taxes) who are
affiliated persons of the Adviser, and the
Adviser will make available, without
expense to the Fund, the services of such of
its directors, officers and employees as may
duly be elected officers of the Fund, subject
to their individual consent to serve and to
any limitations imposed by law. The
Adviser will provide at its expense the
services described in this Agreement.
(b) The Adviser will not be
required to pay any expenses of the Fund
other than those specifically allocated to it in
this Section 3. In particular, but without
limiting the generality of the foregoing, the
Adviser will not be responsible, except to
the extent of the reasonable compensation of
such of the Fund's Directors and officers as
are directors, officers or employees of the
Adviser whose services may be involved,
for the following expenses of a Fund: fees
payable to the Adviser; outside legal,
accounting or auditing expenses including
with respect to expenses related to
negotiation, acquisition, or distribution of
portfolio investments; maintenance of books
and records which are maintained by the
Fund, a Fund's custodian or other agents of
the Fund; taxes and governmental fees; fees
and expenses of a Fund's accounting agent,
custodians, sub-custodians, depositories (for
securities and/or commodities), transfer
agents, dividend disbursing agents and
registrars; payment for portfolio pricing or
valuation services to pricing agents,
accountants, bankers and other specialists, if
any; brokerage commissions or other costs
of acquiring or disposing of any portfolio
securities or other instruments of a Fund;
and litigation expenses and other
extraordinary expenses not incurred in the
ordinary course of a Fund's business.
4. Delegation of Investment
Management Services. Subject to the prior
approval of a majority of the members of the
Board of Directors, including a majority of
the Directors who are not "interested
persons," and, to the extent required by
applicable law, by the shareholders of the
Fund, the Adviser may, through a sub-
advisory agreement or other arrangement,
delegate to a sub-advisor any of the duties
enumerated in this Agreement, including the
management of all or a portion of the assets
being managed. Subject to the prior
approval of a majority of the members of the
Board of Directors, including a majority of
the Directors who are not "interested
persons," and, to the extent required by
applicable law, by the shareholders of a
Fund, the Adviser may adjust such duties,
the portion of assets being managed, and the
fees to be paid by the Adviser; provided, that
in each case the Adviser will continue to
oversee the services provided by such
company or employees and any such
delegation will not relieve the Adviser of
any of its obligations under this Agreement.
5. Selection of Brokers and Affiliated
Transactions.
(a) Subject to the policies
established by, and any direction from the
Fund's Board of Directors, the Adviser will
be responsible for selecting the brokers or
dealers that will execute the purchases and
sales of securities for the Fund. Subject to
the foregoing, it is understood that the
Adviser will not be deemed to have acted
unlawfully, or to have breached a fiduciary
duty to the Fund or be in breach of any
obligation owing to the Fund under this
Agreement, or otherwise, solely by reason of
its having directed a securities transaction on
behalf of the Fund to a broker-dealer in
compliance with the provisions of Section
28(e) of the Securities Exchange Act of
1934.
(b) Subject to the policies
established by, and any direction from, the
Fund's Board of Directors, the Adviser may
direct any of its affiliates to execute
portfolio transactions for the Fund on an
agency basis. The commissions paid to the
Adviser's affiliates must be in accordance
with Rule 17e-1 under the Investment
Company Act.
(c) The Adviser and any of its
affiliates will not deal with the Fund or any
of its affiliates in any transaction in which
the Adviser or any of its affiliates acts as a
principal with respect to any part of the
Fund order, except in compliance with the
Investment Company Act, the rules and
regulations under the Investment Company
Act and any applicable SEC or SEC staff
guidance or interpretation. If the Adviser or
any of its affiliates is participating in an
underwriting or selling group, a Fund may
not buy securities from the group except in
accordance with policies established by the
Board of Directors in compliance with the
Investment Company Act, the rules and
regulations under the Investment Company
Act and any applicable SEC or SEC staff
guidance or interpretation.
(d) The Adviser will promptly
communicate to the Fund's administrator
and to the officers and the Directors of the
Fund such information relating to portfolio
transactions as they may reasonably request.
6. Limitation of Liability of Manager.
(a) As an inducement to the
Adviser undertaking to provide services to
the Fund pursuant to this Agreement, the
Fund agrees that the Adviser will not be
liable under this Agreement for any error of
judgment or mistake of law or for any loss
suffered by the Fund in connection with the
matters to which this Agreement relates,
provided that nothing in this Agreement will
be deemed to protect or purport to protect
the Adviser against any liability to the Fund
or its shareholders to which the Adviser
would otherwise be subject by reason of
willful misfeasance, bad faith or gross
negligence in the performance of its duties,
or by reason of its reckless disregard of its
obligations and duties under this Agreement.
(b) The rights of exculpation
provided under this Section 6 are not to be
construed so as to provide for exculpation of
any person described in this Section for any
liability (including liability under U.S.
federal securities laws that, under certain
circumstances, impose liability even on
persons that act in good faith) to the extent
(but only to the extent) that exculpation
would be in violation of applicable law, but
will be construed so as to effectuate the
applicable provisions of this Section 6 to the
maximum extent permitted by applicable
law.
7. Term and Termination.
(a) This Agreement will remain
in force with respect to each party until
September 30, 2008 and continue in force
from year to year thereafter, but only so long
as such continuance is specifically approved
at least annually (a) by the vote of a majority
of the Directors who are not parties to this
Agreement or "interested persons" of any
party to this Agreement, cast in person at a
meeting called for the purpose of voting on
such approval, and (b) by the vote of a
majority of the Directors of the Fund, or by
the vote of a majority of the outstanding
voting securities of the Fund. The
requirement that continuance of this
Agreement be "specifically approved at least
annually" will be construed in a manner
consistent with the Investment Company
Act, the rules and regulations under the
Investment Company Act and any
applicable SEC or SEC staff guidance or
interpretation.
(b) This Agreement may be
terminated at any time, without the payment
of any penalty, by the vote of a majority of
the outstanding voting securities of the Fund
or by the Fund's Board of Directors on 60
days' written notice to the Adviser, or by the
Adviser on 60 days' written notice to the
Fund. This Agreement will terminate
automatically in the event of its assignment
(as defined under the Investment Company
Act).
8. Amendment. No provision of this
Agreement may be changed, waived,
discharged, or terminated orally, but only by
an instrument in writing signed by the party
against whom enforcement of the change,
waiver, discharge, or termination is sought,
and no amendment of this Agreement will be
effective until approved in a manner
consistent with the Investment Company
Act, rules and regulations under the
Investment Company Act and any applicable
SEC or SEC staff guidance or interpretation.
9. Services Not Exclusive. The
Adviser's services to the Fund pursuant to
this Agreement are not exclusive and it is
understood that the Adviser may render
investment advice, management and services
to other Persons (including other investment
companies) and to engage in other activities,
so long as its services under this Agreement
are not impaired by such other activities. It
is understood and agreed that officers or
directors of the Adviser may serve as
officers or Directors of the Fund, and that
officers or Directors of the Fund 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, or directors of any other
firm, fund or corporation, including other
investment companies. Whenever the Fund
and one or more other accounts or
investment companies advised by the
Adviser have available funds for investment,
investments suitable and appropriate for
each will be allocated in accordance with
procedures believed by the Adviser to be
equitable to each entity over time. Similarly,
opportunities to sell securities will be
allocated in a manner believed by the
Adviser to be equitable to each entity over
time. The Fund recognizes that in some
cases this procedure may adversely affect
the size of the position that may be acquired
or disposed of for a Fund.
10. Avoidance of Inconsistent Position.
In connection with purchases or sales of
portfolio securities and other investments for
the account of the Fund, neither the Adviser
nor any of its directors, officers, or
employees will act as a principal or agent or
receive any commission, except in
accordance with applicable law and policies
and procedures adopted by the Board of
Directors. The Adviser or its agent will
arrange for the placing of all orders for the
purchase and sale of portfolio securities and
other investments for the Fund's account
with brokers or dealers selected by it in
accordance with Fund policies as expressed
in the Registration Statement or in policies
and procedures adopted by the Board of
Directors. If any occasion should arise in
which the Adviser gives any advice to its
clients concerning the shares of the Fund, it
will act solely as investment counsel for
such clients and not in any way on behalf of
the Fund.
11. Delivery of Documents. Copies of
the Registration Statement and the Fund's
Prospectus have been furnished to the
Adviser by the Fund. The Fund has also
furnished the Adviser with copies properly
certified or authenticated of each of the
following additional documents related to
the Fund:
(i) Articles of Incorporation as in effect on
the date hereof; and
(ii) By-Laws of the Fund as in effect on the
date hereof.
The Fund will promptly furnish the Adviser
from time to time with copies, properly
certified or authenticated, of all amendments
of or supplements, if any, to the foregoing,
including the Prospectus and the
Registration Statement.
13. Miscellaneous.
(a) The captions in this
Agreement are included for convenience of
reference only and in no way define or limit
any of the provisions hereof or otherwise
affect their construction or effect. This
Agreement may be executed simultaneously
in two or more counterparts, each of which
will be deemed an original, but all of which
together will constitute one and the same
instrument.
(b) 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 Investment Company Act will be
resolved by reference to such term or
provision of the Investment Company 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 the Investment Company
Act. In addition, where the effect of a
requirement of the Investment Company Act
reflected in any provision of this Agreement
is modified or interpreted by any applicable
order or orders of the SEC or any rules or
regulations adopted by, or interpretative
releases of, the SEC thereunder, such
provision will be deemed to incorporate the
effect of such order, rule, regulation or
interpretative release.
(c) This Agreement will be
construed in accordance with the laws of
The State of Maryland without regard to
choice of law or conflicts of law principles
thereof, provided that nothing in this
Agreement will be construed in a manner
inconsistent with the Investment Company
Act, or in a manner which would cause a
Fund to fail to comply with the requirements
of Subchapter M of the Code.
(d) This Agreement constitutes
the entire agreement between the parties
concerning the subject matter, and
supersedes any and all prior understandings.
(e) If any provision, term or part
of this Agreement is deemed to be void,
unenforceable, or invalid for any reason by a
court decision, statute, rule, or otherwise, the
remaining provisions of this Agreement will
remain in full force and effect as if such
invalid provision, term or part was not a part
of this Agreement.
IN WITNESS WHEREOF, the parties have
executed and delivered this Agreement as of the day
and year first written above.
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"Managed Assets" means the Fund's average daily
total assets, including the assets attributable to leverage,
minus liabilities (other than debt representing financial
leverage).
