OPERATING SERVICES AGREEMENT
AGREEMENT dated February 28, 1997 by and between INVESCO Advisor Funds,
Inc., a Maryland corporation (formerly known as The EBI Funds, Inc.) (the
"Fund"), and INVESCO Services, Inc., a Georgia corporation (hereinafter referred
to as "ISI."
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 is authorized to issues Class A and Class C
shares representing interests in the following separate portfolios of
investments: (1) the Equity Portfolio, (2) the Income Portfolio, (3) the Flex
Portfolio, (4) the MultiFlex Portfolio 5) the Real Estate Portfolio, (6) the
International Value Portfolio and (7) the Cash Management Portfolio (the
"Series"); and
WHEREAS, ISI 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 ISI, or companies retained by ISI at
its expense, to render certain operational services which are necessary for the
day-to-day operations of the Fund's Series (the "Services") in the manner and on
the terms and conditions hereinafter set forth; and
WHEREAS, ISI desires to be retained to perform directly, or to retain
companies at its expense to perform, such services on said terms and conditions;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Fund and ISI agree as follows:
1. The Fund hereby retains ISI to provide, or, upon receipt of
written approval of the Fund arrange for other companies,
including affiliates of ISI, to provide to the Series: (a) such
accounting services and functions, including costs and expenses
of any independent public accountants, as are reasonably
necessary for the operation of the Series; (b) such legal
services and functions, including costs and expenses of any
outside legal counsel that may be retained to perform
non-litigation-related legal services for the Fund or the
Directors of the Fund, as are reasonably necessary for the
operation of the Series; (c) such dividend disbursing agent,
dividend reinvestment agent, transfer agent, and registrar
services and functions (including answering inquiries related
to shareholder Fund accounts) as are reasonably necessary for
the operation of the Series; (d) such custodian and depository
services and functions as are reasonably necessary for the
operation of the Series; (e) such independent pricing services as are
reasonably necessary for the operation of the Series; (f) such shareholder
reports (including dividend notices, statements of additional information
and prospectuses sent to existing shareholders) and reports to
brokerdealers, financial institutions and other organizations which render
services and assistance in connection with the distribution of the shares
of the Series describing the operations of the Series as are reasonably
necessary for the operation of the Series; (g) such sub-accounting and
recordkeeping services and functions (other than those books and records
required to be maintained by ISI under the Investment Advisory Agreement
between the Fund and ISI dated February 28, 1997 (the "Investment Advisory
Agreement"), including maintenance of shareholder records and shareholder
information concerning the status of their Fund accounts by investment
advisers, broker-dealers, financial institutions, and other organizations
on behalf of ISI, as are reasonably necessary for the operation of the
Series; and (h) such administrative services and functions (other than
those administrative responsibilities specifically assumed by ISI under
the Investment Advisory Agreement), including the fees and expenses
involved in maintaining the registration and qualification of the Fund and
of its Series' shares under laws administered by the Securities and
Exchange Commission, the various states, or under other applicable
regulatory requirements, the costs of printing and distributing notices of
shareholders' meetings, proxy statements, and other communications to the
Fund's shareholders, as well as all expenses of shareholders' meetings and
Directors' meetings, all costs, fees or other expenses arising in
connection with the organization of new Series, including initial
registration and qualification of the new Series under the Act and under
the Securities Act of 1933, as amended, the initial determination of the
new Series' tax status and any rulings obtained for this purpose, the
initial registration and qualification of the new Series' securities under
the laws of any state and the approval of the new Series' operations by
any other federal or state authority, insurance premiums, the costs of
designing, printing, and issuing certificates representing shares of the
Fund's Series, premiums for the fidelity bond maintained by the Fund
pursuant to Section 17(g) of the Act and rules promulgated thereunder
(except for such premiums as may be allocated to third parties, as
insureds thereunder), and association and institute dues, as are
reasonably necessary for the operation of the Series. All books and
records prepared and maintained by ISI for the Fund under this Agreement
shall be the property of the Fund and, upon request therefor, ISI shall
surrender to the Fund such of the books and records so requested.
2. ISI 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 ISI and persons employed or otherwise retained by ISI to provide
or assist in providing Services to the Series.
3. ISI shall, at its own expense, provide such office space, facilities and
equipment (including, but not limited to, computer equipment, telephone
and other communication lines and supplies) and such clerical help and
personnel and other services as shall be necessary to provide the Services
to the Series.
4. The Fund will, from time to time, furnish or otherwise make available to
ISI such information relating to the business and affairs of the Series as
ISI may reasonably require in order to discharge its duties and
obligations hereunder.
5. For the services rendered, facilities furnished, and expenses
assumed by ISI under this Agreement, the Fund shall pay to ISI
a fee computed on a daily basis and paid on a monthly basis.
For purposes of each daily calculation of this fee, the most
recently determined net asset value of each Series, as
determined by a valuation made in accordance with the Fund's
procedure for calculating Series net asset value as described
in the Fund's Prospectus and/or Statement of Additional
Information, shall be used. The fee to ISI under this Agreement
shall be computed at the annual rate of 0.45% of each Series'
daily net assets as so determined. During any period when the
determination of a Series' net asset value is suspended by the
directors of the Fund, the net asset value of a share of that
Series 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. ISI will permit representatives of the Fund including the
Fund's independent auditors to have reasonable access to the
personnel and records of ISI in order to enable such
representatives to monitor the quality of services being
provided and the level of fees due ISI pursuant to this
Agreement. In addition, ISI shallpromptly 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 continue in effect from year to year
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; and further provided, however,
that (a) the Fund may, at any time and without the payment of
any penalty, terminate this Agreement upon thirty (30) days'
written notice to ISI; (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) ISI may terminate this Agreement without
payment of penalty on sixty (60) days' written notice to the Fund. Any
notice under this Agreement shall be given in writing, addressed and
delivered, or mailed post-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 Georgia and the applicable provisions of the Act. To the extent the
applicable law of the State of Georgia 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 ADVISOR FUNDS, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By:-------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
President
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST:-----------------------
▇▇▇▇ ▇. ▇▇▇▇▇,
Secretary
INVESCO SERVICES, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: ---------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
ATTEST:-----------------------
▇▇▇▇ ▇. ▇▇▇▇▇,
Secretary
