ADMINISTRATIVE SERVICES AGREEMENT
Agreement made as of the 1st day of June, 2000, between the registered
investment companies specified in Schedule A (each individually referred to as
"Company"), each a Maryland corporation and INVESCO FUNDS GROUP, INC., a
Delaware corporation ("INVESCO").
WHEREAS, each Company is engaged in business as an open-end management
investment company, registered as such under the Investment Company Act of 1940,
as amended (the "Act"), and is authorized to issue shares in multiple classes
representing interests in separate portfolios of investments as listed on
Schedule A (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
Company; and
WHEREAS, the Company 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 Company and INVESCO agree as follows:
1. The Company hereby retains INVESCO to provide, or, upon receipt of
written approval of the Company arrange for other corporations, including
affiliates of INVESCO, to provide to the Portfolios 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: (i) 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; (ii) 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; (iii) 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; (iv) a record of all portfolio purchases or sales, in
the form required by Rule 31a-1(b)(6) under the Act; (v) 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; (vi) 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
(vii) 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
Company and, upon request therefor, INVESCO shall surrender to the Company such
of the books and records so requested; and b) such sub-accounting, recordkeeping
and administrative services and functions, which shall be furnished by a wholly
owned subsidiary of INVESCO, 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: (i)
establishing new retirement plan participant accounts; (ii) receipt and posting
of weekly, bi-weekly and monthly retirement plan contributions; (iii) allocation
of contributions to each participant's individual account; (iv) maintenance of
separate account balances for each source of retirement plan money (i.e.,
company, employee, voluntary, rollover) invested in the Portfolios; (v)
purchase, sale, exchange or transfer of monies in the retirement plan as
directed by the relevant party; (vi) distribution of monies for participant
loans, hardships, terminations, death or disability payments; (vii) distribution
of periodic payments for retired participants; (viii) posting of distributions
of interest, dividends and long-term capital gains to participants by the
Portfolios; (ix) production of monthly, quarterly and/or annual statements of
all activity in the Portfolios for the relevant parties; (x) processing of
participant maintenance information for investment election changes, address
changes, beneficiary changes and Qualified Domestic Relations Orders; (xi)
responding to telephone and written inquiries concerning investments in the
Portfolios retirement plan provisions and compliance issues; (xii) performing
discrimination testing and counseling employers on cure options on failed tests;
(xiii) preparation of 1099R and W2P participant IRS tax forms; (xiv) preparation
of, or assisting in the preparation of, 5500 Series tax forms, Summary Plan
Descriptions and Determination Letters; and (xv) 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 a Company 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, (the "Directors") and, if
necessary, the Company shall be financially responsible to such company or
companies for the reasonable cost of providing such pricing information.
4. The Company 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, each Company shall pay to INVESCO the fees set
forth on Schedule B.
6. INVESCO will permit representatives of a Company including the Company'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 Directors such
information as may reasonably be requested from time to time to permit the
Directors to make an informed determination regarding continuation of this
Agreement and the payments contemplated to be made hereunder.
7. This Agreement shall remain in effect until no later than May 31, 2001,
and from year to year thereafter provided such continuance is approved at least
annually by the vote of a majority of the Directors 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) a Company may, at any
time and without the payment of any penalty, terminate this Agreement (with
respect to itself or one or more of its Portfolios) upon thirty (30) days
written notice to INVESCO; (b) the Agreement shall immediately terminate in the
event of its assignment (within the meaning of the Act and the Rules thereunder)
unless the Directors approve such assignment; and (c) INVESCO may terminate this
Agreement (or terminate it with respect to a Company or one or more Portfolios
thereof) without payment of penalty on sixty (60) days written notice to a
Company. Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed postage pre-paid, 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.
COMPANY (Listed in Schedule A)
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
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Senior Vice President
ATTEST:
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Secretary
ADMINISTRATIVE SERVICES
SCHEDULE A
REGISTERED INVESTMENT COMPANY FUNDS EFFECTIVE DATE
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INVESCO Advantage Series Funds, Inc.(1),(2)
Advantage Fund August 23, 2000
Global Growth(4) November 29, 2000
Advantage Global Health
Sciences Fund(5) May 15, 2001
Mid-Cap Growth Fund(6) September 28, 2001
INVESCO Bond Funds, Inc. High Yield Fund June 1, 2000
Select Income Fund
Tax-Free Bond Fund
U.S. Government Securities Fund
INVESCO Combination Stock & Bond Balanced Fund June 1, 2000
Funds, Inc. Equity Income Fund
Total Return Fund
INVESCO International Funds, Inc. European Fund June 1, 2000
International Blue Chip Value Fund
Latin American Growth Fund(3)
Pacific Basin Fund(3)
INVESCO Money Market Funds, Inc. Cash Reserves Fund June 1, 2000
Tax-Free Money Fund
U.S. Government Money Fund
INVESCO Sector Funds, Inc. Energy Fund June 1, 2000
Financial Services Fund
Gold Fund
Health Sciences Fund
Leisure Fund
Real Estate Opportunity Fund
Technology Fund
Telecommunications Fund
Utilities Fund
INVESCO Stock Funds, Inc. Growth Fund(7) June 1, 2000
Dynamics Fund
Growth & Income Fund
Endeavor Fund
Small Company Growth Fund
S&P 500 Index Fund
Value Equity Fund
SCHEDULE A
(CONTINUED)
REGISTERED INVESTMENT COMPANY FUNDS EFFECTIVE DATE
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INVESCO Treasurer's Series Funds, Inc. Treasurer's Money Market June 1, 2000
Reserve Fund
Treasurer's Tax-Exempt
Reserve Fund
INVESCO Variable Investment Funds, Inc. VIF-Growth Fund(7) June 1, 2000
VIF-Dynamics Fund June 1, 2000
VIF-Equity Income Fund June 1, 2000
VIF-Financial Services Fund June 1, 2000
VIF-Health Sciences Fund June 1, 2000
VIF-High Yield Fund June 1, 2000
VIF-Leisure Fund(7) October 19, 2001
VIF-Market Neutral Fund(8) June 1, 2000
VIF-Real Estate Opportunity Fund June 1, 2000
VIF-Small Company Growth Fund June 1, 2000
VIF-Technology Fund June 1, 2000
VIF-Telecommunications Fund June 1, 2000
VIF-Total Return Fund June 1, 2000
VIF-Utilities Fund June 1, 2000
(1) Amended on August 23, 2000.
(2) Amended November 8, 2000 -- On November 8, 2000 the name of the INVESCO
Advantage Series Funds, Inc. was changed to INVESCO Counselor Series Funds,
Inc. Therefore, all references to INVESCO Advantage Series Funds, Inc.
should be changed to INVESCO Counselor Series Funds, Inc.
(3) Liquidated pursuant to a shareholder vote on November 28, 2000.
(4) Amended on November 29, 2000.
(5) Amended on May 15, 2001.
(6) Amended on September 28, 2001.
(7) Amended on October 19, 2001 -- On October 19, 2001 the names of Blue Chip
Growth Fund and VIF - Blue Chip Growth Fund were changed to Growth Fund and
VIF - Growth Fund, respectively. Therefore, all references to Blue Chip
Growth Fund and VIF - Blue Chip Growth Fund should be changed to Growth
Fund and VIF - Growth Fund, respectively.
(8) Liquidated and terminated on October 5, 2001.
ADMINISTRATIVE SERVICES
SCHEDULE B
INVESCO ADVANTAGE SERIES FUNDS, INC.(1)
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For full compensation for services provided under this Agreement, the Fund pays
a monthly fee to INVESCO consisting of a base fee of $10,000 per year, plus an
additional incremental fee computed daily and paid monthly at an annual rate of
0.045% per year of the average net assets of the Fund.
INVESCO BOND FUNDS INC.
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INVESCO COMBINATION STOCK & BOND FUNDS INC.
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INVESCO INTERNATIONAL FUNDS, INC.
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INVESCO MONEY MARKET FUNDS, INC.
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INVESCO SECTOR FUNDS, INC.
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INVESCO STOCK FUNDS, INC.
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INVESCO TREASURERS SERIES FUNDS, INC.
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With the exception of the INVESCO Total Return Fund, a Portfolio of INVESCO
Combination Stock & Bond Funds, Inc., for the services rendered, facilities
furnished, and expenses assumed by INVESCO under this Agreement, each Company
shall pay to INVESCO 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 each Company's procedure for calculating each Portfolio's net
asset value as described in each of the Portfolios respective Prospectus and/or
Statement of Additional Information, shall be used. The additional fee to
INVESCO under this Agreement shall be comptued at the annual rate of 0.045% 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,
the net asset value of that Portfolio as of the last business day prior to such
suspension shall, for the purpose of this Paragraph, be deemed to be the net
asset value at the close of each suceeding business day until the applicable
Portfolio's daily net assets are again determined.
As concerns the INVESCO Total Return Fund, for the services rendered, facilities
furnished, and expenses assumed by INVESCO under this Agremeent, INVESCO
Combination Stock & Bond Funds, Inc. shall pay to INVESCO a $10,000 per year per
INVESCO Total Return Fund base fee, plus an additional fee, computed on a daily
basis and paid on a monthly basis. For purposes of daily calculation of this
additional fee, the most recently determined net asset value of the INVESCO
Total Return Fund, as determined by a valuation made in accordance with the
procedures of INVESCO Combination Stock & Bond Funds, Inc. for calculating the
INVESCO Total Return Fund's net asset value as described in each the INVESCO
Total Return Fund'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 the INVESCO Total Return Fund's daily net assets as
so determined.
Notwithstanding the foregoing paragraphs, INVESCO, pursuant to the terms of an
investment advisory agreement with INVESCO Treasurers Series Funds, Inc. dated
June 1, 1999, will not charge the Portfolios of INVESCO Treasurers Series Funds,
Inc. any fees under this Administrative Services Agreement. However, this
commitment may be changed following consultation with the Directors.
INVESCO VARIABLE INVESMTENT FUNDS, INC.
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For the services rendered, facilities furnished, and expenses assumed by INVESCO
under this Agreement, the Fund shall pay to INVESCO 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, be deemed to be the net asset value at the close of each succeeding
business day until it is again determined. Effective July 6, 1998 an additional
fee will be paid to INVESCO under the Agreement computed at the annual rate of
0.25% of each Portfolio's gross new assets (new sales of shares, exchanges into
the Portfolio, and reinvestment of dividends and capital gains distributions) as
so determined.
(1) Amended on August 23, 2000.
