ADMINISTRATIVE SERVICES AGREEMENT
AGREEMENT made as of the 30th day of April, 1993, in Denver, Colorado, by
and between INVESCO Diversified Funds, Inc., a Maryland corporation (the
"Fund"), and INVESCO Funds Group, Inc., a Delaware corporation (hereinafter
referred to as "INVESCO").
WHEREAS, the Fund is engaged in business as an open-end management
investment company, is registered as such under the Investment Company Act of
1940, as amended (the "Act"); 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 Fund;
and
WHEREAS, the Fund 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 Fund and INVESCO agree as follows:
1. The Fund hereby retains INVESCO to provide, or, upon receipt of
written approval of the Fund arrange for other companies, including
affiliates of INVESCO, to provide to the Fund: A) such
sub-accounting and recordkeeping services and functions as are
reasonably necessary for the operation of the Fund. Such services
shall include, but shall not be limited to, preparation and
maintenance of the following required books, records and other
documents: (1) 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; (2)
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; (3) a securities
record or ledger reflecting separately for each portfolio security
as of trade date all "long" and "short" positions carried by the
Fund for the account of the Fund, 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; (4) a record of all portfolio purchases or sales, in the form
required by Rule 31a-1(b)(6) under the Act; (5) a record of all
puts, calls, spreads, straddles and all other options, if any, in
which the Fund has any direct or indirect interest or which the Fund
has granted or guaranteed, in the form required by Rule 31a-1(b)(7)
under the Act; (6) 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 (7) price make-up
sheets and such records as are necessary to reflect the
determination of the Fund's 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 Fund and, upon
request therefor, INVESCO shall surrender to the Fund such of the
books and records so requested; and B) such sub-accounting,
recordkeeping, and administrative services and functions, which
shall be furnished by INVESCO's wholly-owned subsidiary, INVESCO
Solutions, Inc., as are reasonably necessary for the operation of
Fund 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: (1) establishing new retirement plan participant
accounts; (2) receipt and posting of weekly, bi-weekly and monthly
retirement plan contributions; (3) allocation of contributions to
each participant's individual Fund account; (4) maintenance of
separate account balances for each source of retirement plan money
(i.e., Company, Employee, Voluntary, Rollover) invested in the Fund;
(5) purchase, sale, exchange or transfer of monies in the retirement
plan as directed by the relevant party; (6) distribution of monies
for participant loans, hardships, terminations, death or disability
payments; (7) distribution of periodic payments for retired
participants; (8) posting of distributions of interest, dividends
and long-term capital gains to participants by the Fund; (9)
production of monthly, quarterly and/or annual statements of all
Fund activity for the relevant parties; (10) processing of
participant maintenance information for investment election changes,
address changes, beneficiary changes and Qualified Domestic
Relations Orders; (11) responding to telephone and written inquiries
concerning Fund investments, retirement plan provisions and
compliance issues; (12) performing discrimination testing and
counseling employers on cure options on failed tests; (13)
preparation of 1099R and W2P participant IRS tax forms; (14)
preparation of, or assisting in the preparation of, 5500 Series tax
forms, Summary Plan Descriptions and Determination Letters; and (15)
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 Fund.
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 Fund. In addition, INVESCO may arrange on behalf of the Fund to
obtain pricing information regarding the Fund's investment
securities from such company or companies as are approved by a
majority of the Fund's board of directors; and, if necessary, the
Fund shall be financially responsible to such company or companies
for the reasonable cost of providing such pricing information.
4. The Fund will, from time to time, furnish or otherwise make
available to INVESCO such information relating to the business and
affairs of the Fund 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, the Fund shall pay to the
Investment Adviser a $10,000 per year 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 the Fund, as determined by a
valuation made in accordance with the Fund's procedure for
calculating Fund net asset value as described in the 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 Fund's daily net assets
as so determined. During any period when the determination of the
Fund's net asset value is suspended by the directors of the Fund,
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
Paragraph 5, be deemed to be the net asset value at the close of
each succeeding business day until it is again determined.
6. INVESCO will permit representatives of the Fund including the Fund'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 board of directors of the Fund such
information as may reasonably be requested from time to time to
permit the board of 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 April 21,
1994 and from year to year thereafter provided such continuance is
approved at least annually by the vote of a majority of the
directors of the Fund 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) the Fund may, at any time and without the payment of any
penalty, terminate this Agreement upon thirty days written notice to
the Investment Adviser; (b) the Agreement shall immediately
terminate in the event of its assignment (within the meaning of the
Act and the Rules thereunder) unless the Board of Directors of the
Fund approves such assignment; and (c) the Investment Adviser may
terminate this Agreement without payment of penalty on sixty days
written notice to the Fund. Any notice under this Agreement shall
be given in writing, addressed and delivered, or mailed postage
prepaid, 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.
INVESCO DIVERSIFIED FUNDS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
President
INVESCO FUNDS GROUP, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇ ▇. ▇▇▇▇▇▇
President