Amendment to Investment Advisory Agreement
This is an Amendment to the Investment Advisory Agreement made and entered
into between INVESCO Capital Appreciation Funds, Inc., a Maryland corporation
(the "Company") and INVESCO Funds Group, Inc., a Delaware corporation ("IFG"),
as of the 28th day of February, 1997 (the "Agreement").
WHEREAS, the Company desires to have IFG perform investment advisory,
statistical, research, and certain administrative and clerical services with
respect to management of the assets of the Company allocable to the INVESCO
Growth & Income Fund, and IFG is willing and able to perform such services on
the terms and conditions set forth in the Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in the Agreement, it is agreed that the terms and conditions of the
Agreement shall be applicable to the Company's assets allocable to the INVESCO
Growth & Income Fund, to the same extent as if the INVESCO Growth & Income Fund
were to be added to the definition of "Funds" as utilized in the Agreement, and
that INVESCO Growth & Income Fund shall pay IFG a fee for services provided to
them by IFG under the Agreement as follows: 0.60% on the first $350 million of
INVESCO Growth & Income Fund's average net assets as so determined, 0.55% of
INVESCO Growth & Income Fund's average net asset value for net assets in excess
of $350 million but not more than $700 million, and 0.50% of INVESCO Growth &
Income Fund's average net assets in excess of $700 million.
IN WITNESS WHEREOF, the parties have executed this Agreement on this 30th
day of June, 1998.
INVESCO CAPITAL APPRECIATION
FUNDS, INC.
By:/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx,
President
ATTEST:
/s/ Xxxx X. Xxxxx
---------------------------
Xxxx X. Xxxxx, Secretary
INVESCO FUNDS GROUP, INC.
By:/s/ Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx X. Xxxxxx,
Senior Vice President
ATTEST:
/s/ Xxxx X. Xxxxx
---------------------------
Xxxx X. Xxxxx, Secretary
