AMENDMENT TO SUB-ADVISORY AGREEMENT
This is an Amendment to the Sub-Advisory Agreement made and entered into
between INVESCO Funds Group, Inc., a Delaware corporation ("INVESCO") and
INVESCO Global Asset Management (N.A.), Inc., a Delaware corporation (the
"Sub-Adviser"), as of the 18th day of September, 1998 (the "Agreement").
WHEREAS, INVESCO and the Sub-Adviser are affiliated companies; and
WHEREAS, INVESCO desires to add additional breakpoints to the existing
advisory fees that it pays to the Sub-Adviser for the management of the separate
portfolio of investments designated as the INVESCO International Blue Chip Fund
(the "Fund"), a series of INVESCO International Funds, Inc.;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in the Agreement, it is agreed that the provisions of Article III of
the Agreement entitled "Compensation of the Sub-Adviser" are hereby amended to
read as follows:
For the services rendered, facilities furnished, and expenses
assumed by the Sub-Adviser, INVESCO shall pay to the Sub-Adviser an annual
fee, computed daily and paid as of the last day of each month, using for
each daily calculation the most recently determined net asset value of
each Fund, as determined by a valuation made in accordance with the Fund's
procedures for calculating its net asset value as described in the Fund's
Prospectus and/or Statement of Additional Information. The advisory fee to
the Sub-Adviser with respect to the INVESCO International Blue Chip Fund
shall be computed at the annual rate of 0.30% on the first $350 million of
each Fund's average net assets, 0.26% on the next $350 million of each
Fund's average net assets, 0.22% on average net assets from $700 million,
0.18% of each Fund's average net assets from $2 billion, 0.16% of each
Fund's average net assets from $4 billion, 0.15% of each Fund's average
net assets from $6 billion, and 0.14% of each Fund's average net assets
over $8 billion. During any period when the determination of each Fund's
net asset value is suspended by the Directors of the Company, the net
asset value of a share of the Fund as of the last business day prior to
such suspension shall, for the purpose of this Article III, be deemed to
be the net asset value at the close of each succeeding business day until
it is again determined. However, no such fee shall be paid to the
Sub-Adviser with respect to any assets of any Fund, which may be invested
in any other investment company for which the Sub-Adviser serves as
investment adviser or sub-adviser. The fee provided for hereunder shall be
prorated in any month in which this Agreement is not in effect for the
entire month. The Sub-Adviser shall be entitled to receive fees hereunder
only for such periods as the INVESCO Investment Advisory Agreement remains
in effect.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of
the 13th day of May, 1999.
INVESCO INTERNATIONAL FUNDS, INC.,
By: /s/ Xxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx, President
Attest:
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Secretary
INVESCO GLOBAL ASSET
MANAGEMENT (N.A.), INC.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
President
ATTEST:
/s/ Xxxx Xxxxxxx
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Secretary
