EXHIBIT d(2)(b)
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This contract is made as of December ___, 2003, between A I M Advisors, Inc.
hereinafter "Adviser," 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, and
INVESCO Institutional (N.A.), Inc. "Sub-Adviser," 0000 Xxxxxxxxx Xxxxxx, X.X.,
Xxxxx 000, Xxxxxxx, Xxxxxxx 00000.
WHEREAS:
A) Adviser has entered into an investment advisory agreement with
INVESCO Variable Investment Funds, Inc. (hereinafter "Trust"), an open-end
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), with respect to the funds set forth in
Exhibit A attached hereto (each a "Fund");
B) Sub-Adviser represents that it is licensed under the Investment
Advisers Act of 1940 ("Advisers Act") as an investment adviser and engages in
the business of acting as an investment adviser;
C) 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 Adviser.
NOW THEREFORE, in consideration of the promises and the mutual covenants herein
contained, it is agreed between the parties hereto as follows:
1. Appointment. Adviser hereby appoints Sub-Adviser as
Sub-Adviser of each Fund for the period and on the terms set forth herein.
Sub-Adviser accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
2. Duties as Sub-Adviser.
(a) Subject to the supervision of the Trust's Board
of Trustees ("Board") and Adviser, the Sub-Adviser will provide a continuous
investment program for each Fund, including investment research and management,
with respect to all or a portion of the securities and investments and cash
equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets to
be determined by the Adviser. The Sub-Adviser will determine from time to time
what securities and other investments will be purchased, retained or sold with
respect to the Sub-Advised Assets of each Fund, and the brokers and dealers
through whom trades will be executed.
(b) The 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, the Sub-Adviser may, in its discretion,
purchase and sell portfolio securities from and to brokers and dealers who sell
shares of the Funds or provide the Funds, Adviser's other clients, or
Sub-Adviser's other clients with research, analysis, advice and similar
services. The 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 the 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 the Sub-Adviser
to the Funds and their other clients and that the total commissions or spreads
paid by each Fund will be reasonable in relation to the benefits to the Fund
over the long term. In no instance will portfolio securities be purchased from
or sold to the 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 the
Sub-Adviser simultaneously places orders to purchase or sell the same security
on behalf of a Fund and one or more other accounts advised by the 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.
(c) The Sub-Adviser will maintain all required books
and records with respect to the securities transactions of the Funds, and will
furnish the Board and Adviser with such periodic and special reports as the
Board or Adviser reasonably may request. Sub-Adviser hereby agrees that all
records which it maintains for the 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.
3. Further Duties. In all matters relating to the performance
of this Contract, 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 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.
Sub-Adviser shall maintain compliance procedures for the Funds that it and the
Adviser reasonably believe are adequate to ensure compliance with the 1940 Act
and the investment objective(s) and policies as stated in the prospectuses and
statements of additional information.
4. Services Not Exclusive. The services furnished by
Sub-Adviser hereunder are not to be deemed exclusive and 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 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.
5. Compensation.
(a) For the services provided to a Fund under this
Contract, Adviser will pay Sub-Adviser a fee, computed daily and paid monthly,
at the rate of 40% of the Adviser's compensation on the Sub-Advised Assets per
year, on or before the last business day of the next succeeding calendar month.
(b) If this Contract becomes effective or terminates
before the end of any month, the fee 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.
6. Fee Waivers and Expense Limitations. If, for any fiscal
year of the Trust, the amount of the advisory fee which the Fund 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
hereunder to the Sub-Adviser shall be reduced proportionately; and to the extent
that the Adviser reimburses the Fund as a result of such expense limitations,
the Sub-Adviser shall reimburse the Adviser that proportion of such
reimbursement payments which the sub-advisory fee hereunder bears to the
advisory fee under this Contract.
7. Limitation of Liability of Sub-Adviser and Indemnification.
Sub-Adviser shall not be liable for any costs or liabilities arising from any
error of judgment or mistake of law or any loss suffered by the Fund or 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 Sub-Adviser in the performance by Sub-Adviser of its duties or from
reckless disregard by Sub-Adviser of its obligations and duties under this
Contract. Any person, even though also an officer, partner, employee, or agent
of Sub-Adviser, who may be or become a Trustee, officer, employee or agent of
the Trust, shall be deemed, when rendering services to a Fund or the Trust or
acting with respect to any business of a Fund or the Trust to be rendering such
service to or acting solely for the Fund or the Trust and not as an officer,
partner, employee, or agent or one under the control or direction of Sub-Adviser
even though paid by it.
8. Duration and Termination.
(a) This Contract shall become effective upon the
date hereabove written, provided that this Contract shall not take effect
with respect to any Fund unless it has first been approved (i) by 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
(ii) by vote of a majority of that Fund'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 June 30, 2005. Thereafter, if
not terminated, with respect to each Fund, 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 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 that Fund.
(c) Notwithstanding the foregoing, with respect to
any Fund this Contract may be terminated at any time, without the payment of any
penalty, (i) by vote of the Board or by a vote of a majority of the outstanding
voting securities of the Fund on sixty days' written notice to Sub-Adviser; or
(ii) by the Adviser on sixty days' written notice to Sub-Adviser; or (iii) by
the Sub-Adviser on sixty days' written notice to the Trust. Termination of this
Contract with respect to one Fund shall not affect the continued effectiveness
of this Contract with respect to any other Fund. This Contract will
automatically terminate in the event of its assignment.
9. 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
Fund's outstanding voting securities.
10. Notices. Any notices under this Contract shall be 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 00 Xxxxxxxx Xxxxx, Xxxxx
000, Xxxxxxx, Xxxxx 00000. Until further notice to the other party, it is agreed
that the address of the Sub-Adviser shall be 0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxx
000, Xxxxxxx, Xxxxxxx 00000.
11. 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.
12. 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 Securities and Exchange Commission ("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.
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.
A I M ADVISORS, INC. INVESCO INSTITUTIONAL (N.A.), INC.
Adviser Sub-adviser
By: By:
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Name: Name:
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Title: Title:
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EXHIBIT A
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
FUND
INVESCO VARIABLE INVESTMENT FUNDS, INC.
INVESCO VIF - Core Equity Fund
INVESCO VIF - Dynamics Fund
INVESCO VIF - Financial Services Fund
INVESCO VIF - Growth Fund
INVESCO VIF - Health Sciences Fund
INVESCO VIF - High Yield Fund
INVESCO VIF - Leisure Fund
INVESCO VIF - Real Estate Opportunity Fund
INVESCO VIF - Small Company Growth Fund
INVESCO VIF - Technology Fund
INVESCO VIF - Telecommunications Fund
INVESCO VIF - Total Return Fund
INVESCO VIF - Utilities Fund
