ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the 28th day of February, 1997, in Denver, Colorado,
by and between INVESCO Variable Investment Funds, Inc., a Maryland corporation
(the "Fund"), and INVESCO Funds Group, Inc., a Delaware corporation (hereinafter
referred to as "INVESCO").
WHEREAS, the Fund 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 VIF-
Industrial Income Portfolio, INVESCO VIF-Total Return Portfolio, INVESCO
VIF-High Yield Portfolio, INVESCO VIF-Utilities Portfolio, INVESCO VIF-Dynamics
Portfolio, INVESCO VIF-Small Company Growth Fund, INVESCO VIF-Health Sciences
Fund and INVESCO VIF-Technology Fund and which may be authorized to issue shares
representing interests in additional portfolios of investments (collectively,
the "Portfolios"); 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
Portfolios; and
WHEREAS, the Fund 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 Fund and INVESCO agree as follows:
1. The Fund hereby retains INVESCO to provide, or, upon receipt of
written approval of the Fund arrange for other companies, including
affiliates of INVESCO, to provide to the Portfolios such
sub-accounting and recordkeeping services and functions as are
reasonably necessary for the operation of the Portfolios. 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
Portfolios for the account of the Portfolios, 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 Portfolios have any direct or indirect interest or which
the Portfolios 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 Portfolios' 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 Fund
and, upon request therefor, INVESCO shall surrender to the Fund such
of the books and records so requested.
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 Portfolios.
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 Portfolios. In addition, INVESCO may arrange on behalf of the
Portfolios to obtain pricing information regarding the Portfolios'
investment securities from such company or companies as are approved
by a majority of the Fund's board of directors; and, if necessary,
the Fund shall be financially responsible to such company or
companies for the reasonable cost of providing such pricing
information.
4. The Fund will, from time to time, furnish or otherwise make
available to INVESCO such information relating to the business and
affairs of the Portfolios 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 Fund shall pay to
INVESCO a $10,000 per year per Portfolio 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 Portfolio,
as determined by a valuation made in accordance with the Fund's
procedure for calculating each Portfolio's net asset value as
described in each Portfolio's 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 Portfolio's daily net assets as so determined.
During any period when the determination of a Portfolio's net asset
value is suspended by the directors of the Fund, the net asset value
of a share of that Portfolio 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 Fund, including the
Fund'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 Fund 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 February
28, 1998 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 Fund 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 Fund 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 Fund approves such
assignment; and (c) INVESCO may terminate this Agreement without
payment of penalty on sixty days written notice to the Fund. 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 VARIABLE INVESTMENT FUNDS, INC.
By:/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
President
INVESCO FUNDS GROUP, INC.
By:/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Senior Vice President
