Sub-Item 77Q1(e)
MASTER INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 1st day of June, 2010, by and between Invesco
Xxx Xxxxxx Trust for Investment Grade New York Municipals, 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 TRUST FOR INVESTMENT GRADE NEW YORK MUNICIPALS
Attest:
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxx
----------------------------------------------------- -------------------------------------------------------------
Assistant Secretary
Name: Xxxx X. Xxxx
(SEAL) Title: Senior Vice President
Attest: INVESCO ADVISERS, INC.
/s/ Xxxxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxxxx
----------------------------------------------------- -------------------------------------------------------------
Assistant Secretary
Name: Xxxx X. Xxxxxxxx
(SEAL) Title: Senior Vice President
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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
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Invesco Xxx Xxxxxx Trust for Investment Grade New York Municipals .55% on managed assets
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