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 Capital Management, a Georgia corporation (the "Sub-Adviser"), as of the
28th day of February, 1997 (the "Agreement").
WHEREAS, INVESCO and the Sub-Adviser are affiliated companies; and
WHEREAS, INVESCO desires to add additional breakpoints to the existing
advisory fee that it pays to the Sub-Adviser for the management of INVESCO
VIF-Total Return Fund (the "Fund"), a series of INVESCO Variable Investment
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 the
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 shall be computed at the annual rate of 0.30% of the
Fund's average net assets on the first $500 million, 0.26% of the Fund's
average net assets on the next $500 million, 0.22% of the Fund's average
net assets from $1 billion, 0.18% of the Fund's average net assets from $2
billion, 0.16% of the Fund's average net assets from $4 billion, 0.15% of
the Fund's average net assets from $6 billion, and 0.14% of the Fund's
average net assets over $8 billion. During any period when the
determination of the 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 the 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 FUNDS GROUP, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
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Xxxx X. Xxxxxxxxxx
President
ATTEST:
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Secretary
INVESCO CAPITAL MANAGEMENT
By: /s/ Xxxxxxxx Xxxxxx
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President
ATTEST:
/s/ Xxxxx X. Xxxxxx
--------------------------------
Secretary
