ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the 30th day of April, 1993, in Denver, Colorado, by
and between INVESCO Income 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 Select
Income Fund; the INVESCO High Yield Fund; and the INVESCO U.S. Government
Securities Fund (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: A) 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; and B) such sub-accounting, recordkeeping, and
administrative services and functions, which shall be furnished by
INVESCO's wholly-owned subsidiary, INVESCO Solutions, Inc., as are
reasonably necessary for the operation of Portfolio 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 Portfolio account; (4) maintenance of separate account
balances for each source of retirement plan money (i.e., Company,
Employee, Voluntary, Rollover) invested in the Portfolios; (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
Portfolios; (9) production of monthly, quarterly and/or annual
statements of all Portfolio 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 Portfolio 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 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 the
Investment Adviser 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 become effective on the effective date of the
reorganization of Financial Bond Shares, Inc. into INVESCO Income
Funds, Inc. Thereafter, this Agreement shall remain in effect until
no later than April 30, 1994 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 the Investment Adviser; (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) the
Investment Adviser 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 INCOME FUNDS, INC.
By: /s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx
President
INVESCO FUNDS GROUP, INC.
By: /s/ Xxx X. Xxxxxx
-----------------
Xxx X. Xxxxxx
President
