INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 28th day of February, 1997, in Denver,
Colorado, by and between INVESCO Funds Group, Inc. (the "Adviser"), a Delaware
corporation, and INVESCO International Funds, Inc., a Maryland Corporation (the
"Fund").
W I T N E S S E T H :
WHEREAS, the Fund is a corporation organized under the laws of
the State of Maryland; and
WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), as a diversified, open end management
investment company and has one class of shares which is divided into three
series (the "Shares"), each representing an interest in a separate portfolio of
investments (such series initially being the INVESCO European Fund, the INVESCO
Pacific Basin Fund and the INVESCO International Growth Fund (the
"Portfolios")); and
WHEREAS, the Fund desires that the Adviser manage its investment
operations and the Adviser desires to manage said operations;
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. The Adviser hereby agrees to manage the
investment operations of the Fund's three Portfolios, subject to the terms of
this Agreement and to the supervision of the Fund's directors (the "Directors").
The Adviser agrees to perform, or arrange for the performance of, the following
specific services for the Fund:
(a) to manage the investment and reinvestment of all the
assets, now or hereafter acquired, of the Fund's three Portfolios;
(b) to maintain a continuous investment program for the Fund's three
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 or any Portfolio 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 three Portfolios, unless otherwise directed by the Directors of the Fund,
and to execute transactions accordingly;
(d) to provide to the Fund's three Portfolios the benefit of all of
the investment analyses and research, the reviews of current economic conditions
and trends, and the consideration of long range investment policy now or
hereafter generally available to investment advisory customers of the Adviser;
(e) to determine what portion of the Fund's three Portfolios should
be invested in the various types of securities authorized for purchase by the
Fund;
(f) to make recommendations as to the manner in which voting rights,
rights to consent to Fund and/or Portfolio action and any other rights
pertaining to the Portfolios' securities shall be exercised; and
(g) to calculate the net asset value of the Fund and each Portfolio,
as applicable, as required by the 1940 Act, subject to such procedures as may be
established from time to time by the Fund's Directors, based upon the
information provided to the Adviser by the Fund or by the custodian, co
custodian or sub custodian of the Fund's or any of the Portfolios' assets (the
"Custodian") or such other source as designated by the Directors from time to
time.
With respect to execution of transactions for the Fund's three
Portfolios, the Adviser shall place, or arrange for the placement of, all orders
for the purchase or sale of portfolio securities with brokers or dealers
selected by the Adviser. In connection with the selection of such brokers or
dealers and the placing of such orders, the Adviser is directed at all times to
obtain for the Fund's three Portfolios the most favorable execution and price;
after fulfilling this primary requirement of obtaining the most favorable
execution and price, the Adviser is hereby expressly authorized to consider as a
secondary factor in selecting brokers or dealers with which such orders may be
placed whether such firms furnish statistical, research and other information or
services to the Adviser. Receipt by the Adviser of any such statistical or other
information and services should not be deemed to give rise to any requirement
for adjustment of the advisory fee payable pursuant to paragraph 4 hereof. The
Adviser may follow a policy of considering sales of shares of the Fund as a
factor in the selection of broker/dealers to execute portfolio transactions,
subject to the requirements of best execution discussed above.
The Adviser shall for all purposes herein provided be deemed
to be an independent contractor.
2. Allocation of Costs and Expenses. The Adviser shall reimburse the Fund
monthly for any salaries paid by the Fund to officers, Directors, and full time
employees of the Fund who also are officers, general partners or employees of
the Adviser or its affiliates. Except for such subaccounting, recordkeeping, and
administrative services which are to be provided by the Adviser to the Fund
under the Administrative Services Agreement between theFund and the Adviser
dated April 30, 1993, which was approved on April 21, 1993, by the Fund's board
of directors, including all of the independent directors, at the Fund's request
the Adviser shall also furnish to the Fund, at the expense of the Adviser, such
competent executive, statistical, administrative, internal accounting and
clerical services as may be required in the judgment of the Directors of the
Fund. These services will include, among other things, the maintenance (but not
preparation) of the Fund's accounts and records, and the preparation (apart from
legal and accounting costs) of all requisite corporate documents such as tax
returns and reports to the Securities and Exchange Commission and Fund
shareholders. The Adviser also will furnish, at the Adviser's expense, such
office space, equipment and facilities as may be reasonably requested by the
Fund from time to time.
Except to the extent expressly assumed by the Adviser herein and
except to the extent required by law to be paid by the Adviser, the Fund shall
pay all costs and expenses in connection with the operations and organization of
the Fund. Without limiting the generality of the foregoing, such costs and
expenses payable by the Fund include the following:
(a) all brokers' commissions, issue and transfer taxes, and other
costs chargeable to the Fund and any Portfolio in connection with securities
transactions to which the Fund or any Portfolio is a party or in connection with
securities owned by the Fund's three Portfolios;
(b) the fees, charges and expenses of any independent public
accountants, custodian, depository, dividend disbursing agent, dividend
reinvestment agent, transfer agent, registrar, independent pricing services and
legal counsel for the Fund;
(c) the interest on indebtedness, if any, incurred by
the Fund or any of the Fund's three Portfolios;
(d) the taxes, including franchise, income, issue, transfer,
business license, and other corporate fees payable by the Fund or any Portfolio
to federal, state, county, city, or other governmental agents;
(e) the fees and expenses involved in maintaining the registration
and qualification of the Fund and of its shares under laws administered by the
Securities and Exchange Commission or under other applicable regulatory
requirements;
(f) the compensation and expenses of its Directors;
(g) the costs of printing and distributing reports, notices of
shareholders' meetings, proxy statements, dividend notices, prospectuses,
statements of additional information and other communications to the Fund's
shareholders, as well as all expenses of shareholders' meetings and Directors'
meetings;
(h) all costs, fees or other expenses arising in connection with the
organization and filing of the Fund's Articles of Incorporation, including its
initial registration and qualification under the 1940 Act and under the
Securities Act of 1933, as amended, the initial determination of its tax status
and any rulings obtained for this purpose, the initial registration and
qualification of its securities under the laws of any state and the approval of
the Fund's operations by any other federal or state authority;
(i) the expenses of repurchasing and redeeming shares of
the Fund;
(j) insurance premiums;
(k) the costs of designing, printing, and issuing
certificates representing shares of beneficial interest of the
Fund's three Portfolios;
(l) extraordinary expenses, including fees and
disbursements of Fund counsel, in connection with litigation by or
against the Fund or any Portfolio;
(m) premiums for the fidelity bond maintained by the Fund pursuant
to Section 17(g) of the 1940 Act and rules promulgated thereunder (except for
such premiums as may be allocated to the Adviser as an insured thereunder);
(n) association and institute dues; and
(o) the expenses, if any, of distributing shares of the Fund paid by
the Fund pursuant to a Plan and Agreement of Distribution adopted under Rule 12b
1 of the Investment Company Act of 1940.
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 an advisory fee which will be computed on a daily basis and paid
as of the last day of each month, using for each daily calculation the most
recently determined net asset value of each of the three Portfolios of the Fund,
as determined by valuations made in accordance with the Fund's procedure for
calculating its net asset value as described in the Fund's Prospectus and/or
Statement of Additional Information. The advisory fee to the Adviser with
respect to each of the Portfolios designated as INVESCO European Fund and
INVESCO Pacific Basin Fund shall be computed at the following annual rates:
0.75% of such Portfolio's average net assets up to $350 million; 0.65% of such
Portfolio's average net assets in excess of $350 million but not more than $700
million; and 0.55% of such Portfolio's average net assets in excess of $700
million. The advisory fee to the Adviser with respect to the Portfolio
designated as INVESCO International Growth Fund shall be computed at the
following annual rates: 1.00% of such Portfolio's average net assets up to $500
million; 0.75% of such Portfolio's average net assets in excess of $500 million
but not more than $1 billion; and 0.65% of such Portfolio's average net assets
in excess of $1 billion.
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 4, 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 Adviser with respect to any assets of the Fund or any
Portfolio thereof which may be invested in any other investment company for
which the Adviser serves as investment adviser. The fee provided for hereunder
shall be prorated in any month in which this Agreement is not in effect for the
entire month.
If, in any given year, the sum of a Portfolio's expenses exceeds the
most restrictive state imposed annual expense limitation, the Adviser will be
required to reimburse that Portfolio for such excess expenses promptly.
Interest, taxes and extraordinary items such as litigation costs are not deemed
expenses for purposes of this paragraph and shall be borne by the Fund or
Portfolio in any event. Expenditures, including costs incurred in connection
with the purchase or sale of portfolio securities, which are capitalized in
accordance with generally accepted accounting principles applicable to
investment companies, are accounted for as capital items and shall not be deemed
to be expenses for purposes of this paragraph.
5. Avoidance of Inconsistent Positions and Compliance with Laws. In
connection with purchases or sales of securities for the investment portfolio of
the Fund's three Portfolios, neither the Adviser nor its officers or employees,
will act as a principal or agent for any party other than the Fund's three
Portfolios 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 portfolios of the Fund designated the
INVESCO Pacific Basin Fund, INVESCO European Fund and INVESCO International
Growth Fund, respectively. Thereafter, and unless sooner terminated as
hereinafter provided, this Agreement 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 three
Portfolios of the Fund or by the Directors of the Fund, and (ii) by a majority
of the Directors of the Fund 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 Directors of the Fund, or by the vote
of a majority of the outstanding voting securities of the Fund's three
Portfolios, 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 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
Adviser to receive payments on any unpaid balance of the compensation described
in paragraph 3 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's three Portfolios. 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's
three Portfolios 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's three Portfolios and the Adviser's other customers.
8. Liability. The Adviser shall have no liability to the Fund or any
Portfolio or to the Fund's shareholders or creditors, for any error of judgment,
mistake of law, or for any loss arising out of any investment, nor for any other
act or omission, in the performance of its obligations to the Fund or any
Portfolio not involving willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations and duties hereunder.
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 changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the Fund and the Adviser, and no material amendment of 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 three
Portfolios as to which such amendment is applicable; provided, however, that
this paragraph shall not prevent any immaterial amendment(s) to this Agreement,
which amendment(s) may be made without shareholder approval, if such
amendment(s) are made with the approval of (1) the Directors and (2) a majority
of the Directors of the Fund who are not interested persons of the Adviser or
the Fund.
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.
Applicable Law. This Agreement shall be construed in accordance with
the laws of the State of Colorado and the applicable provisions of the 1940 Act.
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 INTERNATIONAL FUNDS, INC.
ATTEST:
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
▇▇▇ ▇. ▇▇▇▇▇▇, President
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, Secretary
INVESCO FUNDS GROUP, INC.
ATTEST:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President
-------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, Secretary