EXHIBIT D3
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
