INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 4th day of February, 1998, in Denver, Colorado,
by and between INVESCO FUNDS GROUP, INC. (the "Adviser"), a Delaware
corporation, and INVESCO Global Health Sciences Fund, a Massachusetts business
trust (the "Fund").
WITNESSETH:
WHEREAS, the Fund is organized as a Massachusetts business trust; and
WHEREAS, the Fund is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as a diversified, closed end management investment
company and currently has one class of shares (the "Shares"); and
WHEREAS, the Fund desires that the Adviser manage its investment operations
and provide certain other services, and the Adviser desires to manage said
operations and to provide such other services;
NOW, THEREFORE, in consideration of these premises and of the mutual
covenants and agreements hereinafter contained, the parties hereto agree as
follows:
1. INVESTMENT MANAGEMENT SERVICES.
(a) The Adviser hereby agrees to manage the investment operations of the
Fund, subject to the terms of this Agreement and to the supervision of the
Fund's board of trustees (the "Trustees"). The Adviser agrees to perform, or
arrange for the performance of, the following specific services for the Fund:
(i) to manage the investment and reinvestment of all the assets, now or
hereafter acquired, of the Fund, and to execute all purchases and sales of
portfolio securities;
(ii) to maintain a continuous investment program for the Fund, consistent
with (A) the Fund's investment policies as set forth in the Fund's Declaration
of Trust, By Laws and Registration Statement under the 1940 Act and the
Securities Act of 1933 and (B) the Fund's status as a regulated investment
company under the Internal Revenue Code of 1886, as amended;
(iii) to determine what securities are to be purchased or sold for the Fund,
unless otherwise directed by the Trustees, and to execute transactions
accordingly;
(iv) to provide to the Fund the benefit of all of the investment analysis and
research, the reviews of current economic conditions and of trends, and the
consideration of long range investment policy now or hereafter generally
available to investment advisory customers of the Adviser;
(v) to determine what portion of the Fund should be invested in the various
types of securities authorized for purchase by the Fund;
(vi) to make recommendations as to the manner in which voting rights, rights
to consent to Fund action and any other rights pertaining to the Fund's
securities shall be exercised; and
(vii) to prepare proxy materials for meetings of the Fund's shareholders and
such registrations and reports as may be required by federal securities laws.
(b) With respect to execution of transactions for the Fund, the Adviser is
authorized to employ such brokers or dealers as may, in the Adviser's best
judgment, implement the policy of the Fund to obtain prompt and reliable
execution at the most favorable price obtainable. In assigning an execution or
negotiating the commission to be paid therefor, the Adviser is authorized to
consider the full range and quality of a broker's services which benefit the
Fund, including but not limited to research and analytical capabilities,
reliability of performance, and financial soundness and responsibility. Research
services prepared and furnished by brokers through which the Adviser effects
securities transactions on behalf of the Fund may be used by the Adviser in
servicing all of its accounts, and not all such services may be used by the
Adviser in connection with the Fund. In the selection of a broker or dealer for
execution of any negotiated transaction, the Adviser shall have no duty or
obligation to seek advance competitive bidding for the most favorable negotiated
commission rate for such transaction, or to select any broker solely on the
basis of its purported or "posted" commission rate for such transaction,
provided, however, that the Adviser shall consider such "posted" commission
rates, if any, together with any other information available at the time as to
the level of commissions known to be charged on comparable transactions by other
qualified brokerage firms, as well as all other relevant factors and
circumstances, including the size of any contemporaneous market in such
securities, the importance to the Fund of speed, efficiency, and confidentiality
of execution, the execution capabilities required by the circumstances of the
particular transactions, and the apparent knowledge or familiarity with sources
from or to whom such securities may be purchased or sold. Where the commission
rate reflects services, reliability and other relevant factors in addition to
the cost of execution, the Adviser shall have the burden of demonstrating that
such expenditures were bona fide and for the benefit of the Fund.
2. FUND ADMINISTRATION AND ALLOCATION OF EXPENSES. The Adviser shall at its
expense provide all executive, administrative and clerical personnel as shall be
required to provide effective administration for the Fund, except such services,
facilities and personnel as the Fund shall obtain pursuant to the Administration
Agreement annexed hereto as Exhibit A. Services to be provided by the Adviser
hereunder shall include the compilation and maintenance of such records with
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respect to the Fund's operations as may reasonably be required, other than such
books and records to be maintained by INVESCO Funds Group, Inc. under the terms
of the Administration Agreement; the preparation and filing of such reports with
respect thereto as shall be required by the Securities and Exchange Commission
(the "SEC") and periodic reports with respect to its operations for the
shareholders of the Fund except required reports to shareholders and Form N-SAR
(or such other form as the SEC may substitute therefor); preparation of proxy
materials for meetings of the Fund shareholders; and the preparation of such
registrations and reports as may be required by federal securities laws. The
Adviser shall, at its own cost and expense, also provide the Fund with adequate
office space, facilities and equipment. All other costs and expenses not
expressly assumed by the Adviser under this Agreement shall be paid by the Fund,
including, but not limited to (i) interest and taxes, including issue and
transfer taxes, incurred by or levied on the Fund; (ii) insurance premiums for
fidelity and other coverage requisite to its operations; (iii) compensation and
expenses of its Trustees other than those associated or affiliated with the
Adviser; (iv) legal and audit expenses; (v) custodian, dividend paying agent,
registrar and transfer agent fees and expenses (including charges and expenses
of the Fund's Dividend Reinvestment Plan Agent) and brokerage commissions, if
any; (vi) fees and expenses, other than as hereinabove provided, incident to the
registration, under Federal law, of shares of the Fund for public sale; (vii)
except as noted above, all other expenses incidental to holding meetings of the
Fund's shareholders; (viii) payments under the Fund's Administration Agreement;
(ix) fees and expenses of listing and maintaining the listing of the Fund's
shares on any national securities exchange; (x) cost of certificates
representing the Fund's shares; and (xi) such nonrecurring expenses as may
arise, including litigation affecting the Fund and the legal obligation that the
Fund may have to indemnity its officers and Trustees with respect thereto.
3. USE OF AFFILIATED COMPANIES. In connection with the rendering of the
services required to be provided by the Adviser under this Agreement, the
Adviser may, to the extent it deems appropriate and subject to compliance with
the requirements of applicable laws and regulations, and upon receipt of written
approval of the Fund, make use of its affiliated companies and their employees;
provided that the Adviser shall supervise and remain fully responsible for all
such services in accordance with and to the extent provided by this Agreement
and that all costs and expenses associated with the providing of services by any
such companies or employees and required by this Agreement to be borne by the
Adviser shall be borne by the Adviser or its affiliated companies.
4. COMPENSATION OF THE ADVISER For the services to be rendered and the
charges and expenses to be assumed by the Adviser hereunder, the Fund shall pay
to the Adviser a monthly fee at an annual rate of 1.00% of the first $500
million of the Fund's ending weekly net assets and 0.90% of the Fund's ending
weekly net assets in excess of $500 million. The fee provided for hereunder
shall be prorated in any month in which this Agreement is not in effect for the
entire month.
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5. AVOIDANCE OF INCONSISTENT POSITIONS AND COMPLIANCE WITH LAWS. In
connection with purchases or sales of securities for the investment portfolio of
the Fund, neither the Adviser nor its officers or employees will act as a
principal or agent for any party other than the Fund or receive any commissions.
The Adviser will comply with all applicable laws in acting hereunder including,
without limitation, the 1940 Act; the Investment Advisers Act of 1940, as
amended; and all rules and regulations duly promulgated under the foregoing.
6. DURATION AND TERMINATION. THIS Agreement shall become effective as of the
date it is approved by a majority of the outstanding voting securities of the
Fund, and unless sooner terminated as hereinafter provided, shall remain in
force for an initial term ending two years from the date of execution, and from
year to year thereafter, but only as long as such continuance is specifically
approved at least annually (i) by a vote of a majority of the outstanding voting
securities of the Fund or by the Trustees, and (ii) by a majority of the
Trustees who are not interested persons of the Adviser or the Fund by votes cast
in person at a meeting called for the purpose of voting on such approval.
This Agreement may, on 60 days' prior written notice, be terminated without
the payment of any penalty, by the Trustees, or by the vote of a majority of the
outstanding voting securities of the Fund, as the case may be, or by the
Adviser. This Agreement shall immediately terminate in the event of its
assignment, unless an order is issued by the Securities and Exchange Commission
conditionally or unconditionally exempting such assignment from the provisions
of Section 15(a) of the 1940 Act, in which event this Agreement shall remain in
full force and effect subject to the terms and provisions of said order. In
interpreting the provisions of this paragraph 6, the definitions contained in
Section 2(a) of the 1940 Act and the applicable rules under the 1940 Act
(particularly the definitions of "interested person," "assignment" and "vote of
a majority of the outstanding voting securities") shall be applied.
The Adviser agrees to furnish to the Trustees such information on an annual
basis as may reasonably be necessary to evaluate the terms of this Agreement.
Termination of this Agreement shall not affect the right of the Adviser to
receive payments on any unpaid balance of the compensation described in
paragraph 4 earned prior to such termination.
7. NON-EXCLUSIVE SERVICES. The Adviser shall, during the term of this
Agreement, be entitled to render investment advisory services to others,
including, without limitation, other investment companies with similar
objectives to those of the Fund. The Adviser may, when it deems such to be
advisable, aggregate orders for its other customers together with any securities
of the same type to be sold or purchased for the Fund in order to obtain best
execution and lower brokerage commissions. In such event, the Adviser shall
allocate the shares so purchased or sold, as well as the expenses incurred in
the transaction, in the manner it considers to be most equitable and consistent
with its fiduciary obligations to the Fund and the Adviser's other customers.
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8. LIABILITY OF THE ADVISER.
(a) The Adviser shall not be liable for any act or omission, error of
judgment or mistake of law, or for any loss suffered by the Fund in connection
with matters relating to this Agreement, except a loss resulting from willful
misfeasance, bad faith or gross negligence of the Adviser in the performance of,
or from reckless disregard of, its obligations and duties under this Agreement,
or except a loss resulting from breach of fiduciary duty with respect to receipt
of compensation for services (in which case any award of damages shall be
limited to the period and amount set forth in Section 36(b)(3) of the 1940 Act).
(b) A copy of the Declaration of Trust of the Fund is on file with the
Secretary of the State of Massachusetts, and notice is hereby given that this
Agreement is not executed on behalf of the Trustees of the Fund as individuals,
and the obligations of this agreement are not binding upon any of the Trustees,
officers, shareholders or partners of the Fund individually, but are binding
only upon the assets and property of the Fund.
The Adviser agrees that no shareholder, Trustee, officer or partner of the
Fund may be held personally liable or responsible for any obligations of the
Fund arising out of this Agreement. With respect to obligations of the Fund
arising out of this Agreement, the Adviser shall look for payment or
satisfaction of any claim solely to the assets and property of the Fund.
9. MISCELLANEOUS PROVISIONS.
Notice. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such address as such
other party may designate for the receipt of such notice.
Amendments Hereof. No provision of this Agreement may be orally changed or
discharged, but may only be modified by an instrument in writing signed by the
Fund and the Adviser. In addition, no amendment to this Agreement shall be
effective unless approved by (i) the vote of a majority of the Trustees,
including a majority of the Trustees who are not parties to this Agreement or
interested persons of any such party cast in person at a meeting called for the
purpose of voting on such amendment, and (ii) the vote of a majority of the
outstanding voting securities of the Fund (other than an amendment which can be
effective without shareholder approval under applicable law).
SEVERABILITY. Each provision of this Agreement is intended to be severable.
If any provision of this Agreement shall be held illegal or made invalid by a
court decision, statute, rule or otherwise, such illegality or invalidity shall
not affect the validity or enforceability of the remainder of this Agreement.
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HEADINGS. The headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define or
limit the size, extent or intent of this Agreement or any provision hereof.
APPLICABLE LAW. This Agreement construed in accordance with the laws of the
State of Colorado. To the extent that the applicable laws of the State of
Colorado, or any of the provisions herein, conflict with applicable provisions
of the 1940 Act, the latter shall control.
IN WITNESS WHEREOF, the Adviser and the Fund each has caused this Agreement
to be duly executed on its behalf by an officer thereunto duly authorized, the
day and year first above written.
INVESCO FUNDS GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Xxxxxxx X. Xxxxxx
Senior Vice President
ATTEST:
By: /s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
INVESCO GLOBAL HEALTH SCIENCES FUND
By: /s/ Xxxx Xxxxxxx
-----------------------
Xxxx Xxxxxxx
Vice President
ATTEST:
By: /s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
