ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the 2nd day of May, 1994, in Denver, Colorado, by and
between INVESCO Specialty Funds, Inc., a Maryland corporation (the "Company"),
and INVESCO Funds Group, Inc., a Delaware corporation (hereinafter referred to
as "INVESCO").
WHEREAS, the Company is engaged in business as an open-end management
investment company, is registered as such under the Investment Company Act of
1940, as amended (the "Act"), and is authorized to issue shares representing
interests in the following separate portfolios of investments: INVESCO Worldwide
Capital Goods Fund and INVESCO Worldwide Communications Fund (individually, the
"Fund" and collectively, the "Funds"), and which may be authorized to issue
shares representing interests in additional portfolios of investments; and
WHEREAS, INVESCO is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of acting as
investment adviser and providing certain other administrative, sub-accounting,
and recordkeeping services to certain investment companies, including the Funds;
and
WHEREAS, the Company desires to retain INVESCO to render certain
administrative, sub-accounting, and recordkeeping services (the "Services") in
the manner and on the terms and conditions hereinafter set forth; and
WHEREAS, INVESCO desires to be retained to perform such services on said
terms and conditions;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained, the Company and INVESCO agree as follows:
1. The Company hereby retains INVESCO to provide, or, upon receipt of
written approval of the Company arrange for other companies,
including affiliates of INVESCO, to provide to the Funds: A) such
sub-accounting and recordkeeping services and functions as are
reasonably necessary for the operation of the Funds. Such services
shall include, but shall not be limited to, preparation and
maintenance of the following required books, records and other
documents: (1) journals containing daily itemized records of all
purchases and sales, and receipts and deliveries of securities and
all receipts and disbursements of cash and all other debits and
credits, in the form required by Rule 31a-1(b)(1) under the Act; (2)
general and auxiliary ledgers reflecting all asset, liability,
reserve, capital, income and expense accounts, in the form required
by Rules 31a-1(b)(2)(i) - (iii) under the Act; (3) a securities
record or ledger reflecting separately for each portfolio security
as of trade date all "long" and "short" positions carried by the
Funds for the account of the Funds, if any, and showing the location
of all securities long and the off-setting position to all
securities short, in the form required by Rule 31a-1(b)(3) under the
Act; (4) a record of all portfolio purchases or sales, in the form
required by Rule 31a-1(b)(6) under the Act; (5) a record of all
puts, calls, spreads, straddles and all other options, if any, in
which the Funds have any direct or indirect interest or which the
Funds have granted or guaranteed, in the form required by Rule
31a-1(b)(7) under the Act; (6) a record of the proof of money
balances in all ledger accounts maintained pursuant to this
Agreement, in the form required by Rule 31a-1(b)(8) under the Act;
and (7) price make-up sheets and such records as are necessary to
reflect the determination of the Funds' net asset value. The
foregoing books and records shall be maintained and preserved by
INVESCO in accordance with and for the time periods specified by
applicable rules and regulations, including Rule 31a-2 under the
Act. All such books and records shall be the property of the
Company and, upon request therefor, INVESCO shall surrender to the
Company such of the books and records so requested; and B) such
sub-accounting, recordkeeping, and administrative services and
functions, which shall be furnished by INVESCO's affiliated
corporation, INVESCO Solutions, Inc., as are reasonably necessary
for the operation of Company shareholder accounts maintained by
certain retirement plans and employee benefit plans for the benefit
of participants in such plans. Such services and functions shall
include, but shall not be limited to: (1) establishing new
retirement plan participant accounts; (2) receipt and posting of
weekly, bi-weekly and monthly retirement plan contributions; (3)
allocation of contributions to each participant's individual Fund
account; (4) maintenance of separate account balances for each
source of retirement plan money (i.e., Company, Employee, Voluntary,
Rollover) invested in the Funds; (5) purchase, sale, exchange or
transfer of monies in the retirement plan as directed by the
relevant party; (6) distribution of monies for participant loans,
hardships, terminations, death or disability payments; (7)
distribution of periodic payments for retired participants; (8)
posting of distributions of interest, dividends and long-term
capital gains to participants by the Funds; (9) production of
monthly, quarterly and/or annual statements of all Fund activity for
the relevant parties; (10) processing of participant maintenance
information for investment election changes, address changes,
beneficiary changes and Qualified Domestic Relations Orders; (11)
responding to telephone and written inquiries concerning Fund
investments, retirement plan provisions and compliance issues; (12)
performing discrimination testing and counseling employers on cure
options on failed tests; (13) preparation of 1099R and W2P
participant IRS tax forms; (14) preparation of, or assisting in the
preparation of, 5500 Series tax forms, Summary Plan Descriptions and
Determination Letters; and (15) reviewing legislative and IRS
changes to keep the retirement plan in compliance with applicable
law.
2. INVESCO shall, at its own expense, maintain such staff and employ or
retain such personnel and consult with such other persons as it
shall from time to time determine to be necessary or useful to the
performance of its obligations under this Agreement. Without
limiting the generality of the foregoing, such staff and personnel
shall be deemed to include officers of INVESCO and persons employed
or otherwise retained by INVESCO to provide or assist in providing
the Services to the Funds.
3. INVESCO shall, at its own expense, provide such office space,
facilities and equipment (including, but not limited to, computer
equipment, communication lines and supplies) and such clerical help
and other services as shall be necessary to provide the Services to
the Funds. In addition, INVESCO may arrange on behalf of the Funds
to obtain pricing information regarding the Funds' investment
securities from such company or companies as are approved by a
majority of the Company's board of directors; and, if necessary, the
Company shall be financially responsible to such company or
companies for the reasonable cost of providing such pricing
information.
4. The Company will, from time to time, furnish or otherwise make
available to INVESCO such information relating to the business and
affairs of the Funds as INVESCO may reasonably require in order to
discharge its duties and obligations hereunder.
5. For the services rendered, facilities furnished, and expenses
assumed by INVESCO under this Agreement, the Company shall pay to
INVESCO a $10,000 per year per Fund base fee, plus an additional
fee, computed on a daily basis and paid on a monthly basis. For
purposes of each daily calculation of this additional fee, the most
recently determined net asset value of each Fund, as determined by a
valuation made in accordance with the Company's procedure for
calculating each Fund's net asset value as described in the Funds'
Prospectus and/or Statement of Additional Information, shall be
used. The additional fee to INVESCO under this Agreement shall be
computed at the annual rate of 0.015% of each Fund's daily net
assets as so determined. During any period when the determination of
a Fund's net asset value is suspended by the directors of the
Company, the net asset value of a share of that Fund as of the last
business day prior to such suspension shall, for the purpose of this
Paragraph 5, be deemed to be the net asset value at the close of
each succeeding business day until it is again determined.
6. INVESCO will permit representatives of the Company, including the
Company's independent auditors, to have reasonable access to the
personnel and records of INVESCO in order to enable such
representatives to monitor the quality of services being provided
and the level of fees due INVESCO pursuant to this Agreement. In
addition, INVESCO shall promptly deliver to the board of directors
of the Company such information as may reasonably be requested from
time to time to permit the board of directors to make an informed
determination regarding continuation of this Agreement and the
payments contemplated to be made hereunder.
7. This Agreement shall remain in effect until no later than April 30,
1995 and from year to year thereafter provided such continuance is
approved at least annually by the vote of a majority of the
directors of the Company who are not parties to this Agreement or
"interested persons" (as defined in the Act) of any such party,
which vote must be cast in person at a meeting called for the
purpose of voting on such approval; and further provided, however,
that (a) the Company may, at any time and without the payment of any
penalty, terminate this Agreement upon thirty days written notice to
INVESCO; (b) the Agreement shall immediately terminate in the event
of its assignment (within the meaning of the Act and the Rules
thereunder) unless the Board of Directors of the Company approves
such assignment; and (c) INVESCO may terminate this Agreement
without payment of penalty on sixty days written notice to the
Company. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed postage prepaid, to the other
party at the principal office of such party.
8. This Agreement shall be construed in accordance with the laws of the
State of Colorado and the applicable provisions of the Act. To the
extent the applicable law of the State of Colorado or any of the
provisions herein conflict with the applicable provisions of the
Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written.
INVESCO SPECIALTY FUNDS, INC.
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
ATTEST: President
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
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ATTEST: Xxxxxx X. Xxxxxx
Senior Vice President
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Secretary
