SUB-ADVISORY AGREEMENT
AGREEMENT made this 28th day of February, 1997, by and between INVESCO
Funds Group, Inc. ("INVESCO"), a Delaware corporation, and INVESCO Trust
Company, a Colorado corporation ("the Sub-Adviser").
W I T N E S S E T H:
WHEREAS, INVESCO STRATEGIC PORTFOLIOS, INC. (the "Fund") is engaged in
business as a diversified, open-end management investment company registered
under the Investment Company Act of 1940, as amended (hereinafter referred to as
the "Investment Company Act") and currently has one class of shares which is
divided into various series (the "Shares"), which may be divided into additional
series, each representing an interest in a separate portfolio of investments
(such series shall include the Energy Portfolio, Environmental Services
Portfolio, Financial Services Portfolio, Gold Portfolio, Health Sciences
Portfolio, Leisure Portfolio, Technology Portfolio, and Utilities Portfolio)
(hereafter referred to as the "Portfolios"); and
WHEREAS, INVESCO and the Sub-Adviser are engaged principally in rendering
investment advisory services and are registered as investment advisers under the
Investment Advisers Act of 1940; and
WHEREAS, INVESCO has entered into an Investment Advisory Agreement with
the Fund (the "INVESCO Investment Advisory Agreement"), pursuant to which
INVESCO is required to provide investment and advisory services to the Fund's
Portfolios, and, upon receipt of written approval of the Fund, is authorized to
retain companies which are affiliated with INVESCO to provide such services; and
WHEREAS, the Sub-Adviser is willing to provide investment advisory
services to the Fund's Portfolios on the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, INVESCO and the Sub-Adviser hereby agree as follows:
ARTICLE I
DUTIES OF THE SUB-ADVISER
INVESCO hereby employs the Sub-Adviser to act as investment adviser to the
Fund and to furnish the investment advisory services described below, subject to
the broad supervision of INVESCO and Board of Directors of the Fund, for the
period and on the terms and conditions set forth in this Agreement. The
Sub-Adviser hereby accepts such assignment and agrees during such period, at its
own expense, to render such services and to assume the obligations herein set
forth for the compensation provided for herein. The Sub-Adviser shall for all
purposes herein be deemed to be independent contractors and shall, unless
otherwise expressly provided or authorized herein, shall have no authority to
act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund.
The Sub-Adviser hereby agrees to manage the investment operations of the
Fund's Portfolios, subject to the supervision of the Fund's directors (the
"Directors") and INVESCO. Specifically, the Sub-Adviser agrees to perform the
following services:
(a) to manage the investment and reinvestment of all the assets, now
or hereafter acquired, of the Fund's Portfolios, and to execute
all purchases and sales of portfolios securities;
(b) to maintain a continuous investment program for the Fund's
Portfolios, consistent with (i) the Portfolios' investment
policies as set forth in the Fund's Articles of Incorporation,
Bylaws, and Registration Statement, as from time to time amended,
under the Investment Company Act of 1940, as amended (the "1940
Act"), and in any prospectus and/or statement of additional
information of the Fund, as from time to time amended and in use
under the Securities Act of 1933, as amended, and (ii) the Fund's
status as a regulated investment company under the Internal
Revenue Code of 1986, as amended;
(c) to determine what securities are to be purchased or sold for the
Fund's Portfolios, unless otherwise directed by the Directors of the
Fund or INVESCO, and to execute transactions accordingly;
(d) to provide to the Fund's Portfolios 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 Sub-Adviser;
(e) to determine what portion of the Fund's Portfolios should be
invested in the various types of securities authorized for
purchase by the Portfolios; and
(f) to make recommendations as to the manner in which voting rights,
rights to consent to Fund action and any other rights pertaining to
the Portfolios' securities shall be exercised.
With respect to execution of transactions for the Fund's Portfolios, the
Sub-Adviser is authorized to employ such brokers or dealers as may, in the
Sub-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 Sub-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 Sub-Adviser effects securities transactions on behalf of the Fund may
be used by the Sub-Adviser in servicing all of its accounts, and not all such
services may be used by the Sub-Adviser in connection with the Fund. In the
selection of a broker or dealer for execution of any negotiated transaction, the
Sub-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 Sub-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 Sub-Adviser
shall have the burden of demonstrating that such expenditures were bona fide and
for the benefit of the Fund.
ARTICLE II
ALLOCATION OF CHARGES AND EXPENSES
The Sub-Adviser assumes and shall pay for maintaining the staff and
personnel necessary to perform its obligations under this Agreement, and shall,
at its own expense, provide the office space, equipment and facilities necessary
to perform its obligations under this Agreement. Except to the extent expressly
assumed by the Sub-Adviser herein and except to the extent required by law to be
paid by the Sub-Adviser, INVESCO and/or the Fund shall pay all costs and
expenses in connection with the operations of the Fund's Portfolios.
ARTICLE III
COMPENSATION OF THE SUB-ADVISER
For the services rendered, the facilities furnished and expenses assumed
by the Sub-Adviser, INVESCO shall pay to the Sub-Adviser a 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's Portfolios, 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 following annual rates: 0.25% of each Portfolio's daily net assets up to
$200 million, and 0.20% of each Portfolio's daily net assets in excess of $200
million. During any period when the determination of the Portfolios' net asset
value is suspended by the Directors of the Fund, the net asset value of a share
of the Fund's Portfolios 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.
ARTICLE IV
ACTIVITIES OF THE SUB-ADVISER
The services of the Sub-Adviser to the Fund are not to be deemed to be
exclusive, the Sub-Adviser and any person controlled by or under common control
with the Sub-Adviser (for purposes of this Article IV referred to as
"affiliates") being free to render services to others. It is understood that
directors, officers, employees and shareholders of the Fund are or may become
interested in the Sub-Adviser and its affiliates, as directors, officers,
employees and shareholders or otherwise and that directors, officers, employees
and shareholders of the Sub-Adviser, INVESCO and their affiliates are or may
become interested in the Fund as directors, officers and employees.
ARTICLE V
AVOIDANCE OF INCONSISTENT POSITIONS AND COMPLIANCE WITH APPLICABLE LAWS
In connection with purchases or sales of securities for the investment
portfolio of the Fund's Portfolios, neither the Sub-Adviser nor any of its
directors, officers or employees will act as a principal or agent for any party
other than the Fund's Portfolios or receive any commissions. The Sub-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.
ARTICLE VI
DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective as of the date it is approved by a
majority of the outstanding voting securities of the Fund's Portfolios, and
shall remain in force for an initial term of two years from the date of
execution, and from year to year thereafter until its termination in accordance
with this Article VI, but only so long as such continuance is specifically
approved at least annually by (i) the Directors of the Fund, or by the vote of a
majority of the outstanding voting securities of the Fund's Portfolios, and (ii)
a majority of those Directors 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 approval.
This Agreement may be terminated at any time, without the payment of any
penalty, by INVESCO, the Fund by vote of the Directors of the Fund, or by vote
of a majority of the outstanding voting securities of the Fund's Portfolios, or
by the Sub-Adviser. A termination by INVESCO or the Sub-Adviser shall require
sixty days' written notice to the other party and to the Fund, and a termination
by the Fund shall require such notice to each of the parties. This Agreement
shall automatically terminate in the event of its assignment to the extent
required by the Investment Company Act of 1940 and the Rules thereunder.
The Sub-Adviser agrees to furnish to the Directors of the Fund 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
Sub-Adviser to receive payments on any unpaid balance of the compensation
described in Article III hereof earned prior to such termination.
ARTICLE VII
AMENDMENTS OF THIS AGREEMENT
No provision of this Agreement may be orally changed or discharged, but may
only be modified by an instrument in writing signed by the Sub-Adviser and
INVESCO. In addition, no amendment to this Agreement shall be effective unless
approved by (1) the vote of a majority of the Directors of the Fund, including a
majority of the Directors 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 (2) the vote of a majority of the outstanding
voting securities of any of the Fund's Portfolios as to which such amendment is
applicable (other than an amendment which can be effective without shareholder
approval under applicable law).
ARTICLE VIII
DEFINITIONS OF CERTAIN TERMS
In interpreting the provisions of this Agreement, the terms "vote of a
majority of the outstanding voting securities," "assignments," "affiliated
person" and "interested person," when used in this Agreement, shall have the
respective meanings specified in the Investment Company Act and the Rules and
Regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act.
ARTICLE IX
GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State
of Colorado and the applicable provisions of the Investment Company Act. To the
extent that the applicable laws of the State of Colorado, or any of the
provisions herein, conflict with the applicable provisions of the Investment
Company Act, the latter shall control.
ARTICLE X
MISCELLANEOUS
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.
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.
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.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
INVESCO TRUST COMPANY
ATTEST:
By:_________________________________
X. Xxxxxx Sim
__________________________________ President
Xxxx X. Xxxxx
Secretary
INVESCO FUNDS GROUP, INC.
ATTEST:
By:_________________________________
Xxx X. Xxxxxx
__________________________________ President
Xxxx X. Xxxxx
Secretary
