ADMINISTRATION AGREEMENT
Agreement made as of February 28, 1997, between THE GLOBAL HEALTH SCIENCES
FUND, a Massachusetts business trust ("Fund"), and INVESCO FUNDS GROUP, INC., a
Delaware corporation ("INVESCO").
WHEREAS, the Fund operates as a closed end management investment company,
and is so registered under the Investment Company Act of 1940, as amended ("1940
Act"); and
WHEREAS, the Fund wishes to retain INVESCO to provide certain
administrative services to the Fund, under the terms and conditions stated
below, and INVESCO is willing to provide such services for the compensation set
forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties agree as follows:
1. APPOINTMENT. The Fund hereby appoints INVESCO as administrator of the
Fund, and INVESCO accepts such appointment and agrees that it will furnish
the services set forth in paragraph 2 below.
2. SERVICES AND DUTIES OF INVESCO TO THE FUND. Subject to the supervision of
the Fund's Board of Trustees ("Board"), INVESCO will:
(a) Prepare the Fund's financial reports for reporting to the SEC, NYSE,
shareholders and other appropriate parties;
(b) Provide appropriate financial information to outside survey
organizations, the Board, senior Fund management, portfolio
management, and others;
(c) Prepare and file all SEC required filings, including but not limited
to Form NSAR and Form N2, if necessary;
(d) Prepare the Fund's annual tax provision, and prepare and file the
Fund's federal, excise, state and local tax returns;
(e) Determine the Fund's dividends and total distributions to be made
available to shareholders in accordance with the Fund's Dividend
Reimbursement Plan. Coordinate with the Fund's transfer and dividend
disbursing agent and custodian for payment of such distributions;
(f) Monitor the Fund' s compliance in accordance with the requirements
of the 1940 Act, the Internal Revenue Code, the investment objective
and restrictions of the Fund, the derivatives policy as adopted by
the Board, and attend to other compliance matters, as appropriate.
Assist the portfolio managers in compliance matters when necessary;
(g) In accordance with the annual Quality Control Plan, perform reviews
and testing of the Fund to ensure that transaction and processing
controls are operating reliably. Bring to the attention of Fund
management all appropriate matters;
(h) Assist the independent auditors or other regulatory agencies in
their examinations of the Fund;
(i) Coordinate and disburse to outside parties any payments or items
requiring remittance on behalf of the Fund;
(j) Negotiate and monitor contractual arrangements with the Fund's
agents, including its custodian, transfer agent, and independent
accountant. Report to the Board on an annual basis, or as necessary,
regarding performance and recommendations of such agents;
(k) Monitor the accounting policies of the Fund;
(1) Prepare and review the calculation of the Net Asset Value of the
Fund in accordance with the requirements of the 1940 Act and the
Securities Act of 1933, as amended. Report the Net asset Value to
all appropriate entities, including the New York Stock Exchange; and
(m) Create and maintain the records of the Fund in accordance with Rule
31a1 of the 1940 Act.
3. PUBLIC INQUIRIES. The Fund and INVESCO agree that while INVESCO will not
have any obligation to reply to questions or requests for information
concerning the Fund from shareholders, brokers or the public, such
services will be provided to the Fund by INVESCO Trust Company under the
Investment Advisory Agreement. The Fund will inform INVESCO of the party
or parties to whom any such questions or requests should be directed, and
INVESCO will refer such questions and requests to such party or parties.
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4. COMPLIANCE WITH THE FUND'S GOVERNING DOCUMENTS AND APPLICABLE LAW. In all
matters relating to the performance of this Agreement, INVESCO will act in
conformity with the Declaration of Trust, ByLaws and registration
statement of the Fund and with the directions of the Board and Fund
executive officers and will conform to and comply with the requirements of
the 1940 Act and all other applicable Federal or state laws and
regulations.
5. SERVICES NOT EXCLUSIVE. INVESCO's services hereunder are not deemed to be
exclusive, and INVESCO is free to render administrative or other services
to other trusts, funds or clients so long as INVESCO's services under this
Agreement are not impaired thereby and INVESCO submits for review by the
GHS Board of Trustees any proposal under which INVESCO would provide
administrative or other services to another closedend investment company
and the GHS Board of Trustees does not object to any such proposal(s).
6. EXPENSES. During the term of this Agreement, INVESCO will provide such
office space and personnel as are necessary to perform its duties under
the Agreement at its own expense and will assume all other expenses
incurred by it in connection with its services under this Agreement.
7. COMPENSATION. For the services provided and expenses assumed by INVESCO
under this Agreement, the Fund will pay INVESCO a monthly fee computed at
a flat rate of $250,000 per year.
8. LIMITATION OF LIABILITY OF INVESCO. INVESCO will not be liable for any
error of judgment or mistake of law or for any loss suffered by the Fund
or its shareholders in connection with the performance of its duties under
this Agreement, except a loss (as to which it will be liable and will
indemnify and hold harmless the Fund) resulting from willful misfeasance,
bad faith or gross negligence on its part, or on the part of any of its
employees who are serving as officers of the Fund, in the performance of
its duties or from reckless disregard by it of its duties under this
Agreement or from the inaccuracy of any representation or warranty of
INVESCO contained herein.
9. LIMITATION OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS OF THE FUND.
Neither the Trustees of the Fund nor the shareholders of the Fund shall be
liable for any obligations of the Fund under this Agreement, and IFG
agrees that, in asserting any rights or claims under this Agreement, it
shall look only to the assets and property of the Fund in settlement of
such right or claim, and not to such Trustees or shareholders. INVESCO
represents that it has notice of the provisions of the Declaration of
Trust of the Fund disclaiming shareholder liability for acts or omissions
of the Fund.
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10. DURATION AND TERMINATION. This Agreement will become effective upon the
date hereinabove written and shall continue in effect thereafter until
terminated without penalty by IFG or the Fund upon 60 days' written notice
to the other and shall automatically terminate in the event of its
assignment as that term is defined in the 1940 Act.
11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement 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.
12. GOVERNING LAW. This Agreement shall be construed in accordance with the
laws of the State of Colorado and the 1940 Act; provided, however, that
paragraph 9 above will be construed in accordance with the laws of the
Commonwealth of Massachusetts. To the extent that the applicable laws of
the State of Colorado or the Commonwealth of Massachusetts conflict with
the applicable provisions of the 1940 Act, the latter shall control.
13. MISCELLANEOUS. The captions in this Agreement are included for
convenience of reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
14. REPRESENTATIONS OF INVESCO. INVESCO represents to the Fund as follows:
(a) INVESCO has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of
Delaware, is duly qualified as a foreign corporation and in good
standing in each other jurisdiction in which its ownership of
property or its conduct of business requires such qualification and
in which the failure to qualify would have a material adverse effect
on the business or operations of INVESCO and has full power and
authority to conduct its business as Administrator of Investment
Companies;
(b) The Administration Agreement has been duly and validly authorized,
executed and delivered by INVESCO, complies with all applicable
provisions of the 1940 Act and the rules and regulations adopted by
the SEC under the 1940 Act, and constitutes a legal, valid and
binding obligation of INVESCO enforceable in accordance with its
terms, subject, as to enforcement, to applicable bankruptcy,
reorganization, insolvency or other similar laws relating to or
affecting creditors' rights generally; and
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(c) Neither the execution and delivery of the Administration Agreement
nor the consummation by INVESCO of the transactions contemplated by
the Administration Agreement conflicts with, or results in a breach
of, (i) the charter or Bylaws of INVESCO, (ii) any agreement or
instrument to which INVESCO is a party or by which IFG is bound, or
(iii) any law, rule, regulation, or order of any court, governmental
instrumentality, securities exchange or association or arbitrator.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: THE GLOBAL HEALTH SCIENCES FUND
/s/ Xxxx X. Xxxxx By /s/ Xxx X. Xxxxxx
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Xxxx X. Xxxxx Xxx X. Xxxxxx
Secretary President
Attest: INVESCO FUNDS GROUP, INC.
/s/ Xxxx X. Xxxxx By /s/ Xxxxxx X. Xxxxxx
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Xxxx X. Xxxxx Xxxxxx X. Xxxxxx
Secretary Senior Vice President
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