INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 30th day of April 1993, Denver, Colorado, by
and between INVESCO Funds Group, Inc. (the "Adviser"), a Delaware corporation,
and INVESCO Tax-Free Income 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 currently consists of one
series (the "Shares"), such series initially being the INVESCO Tax-Free Long-
Term Bond Fund (the "Portfolio"); 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
and its Portfolio, 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
and the Portfolio of the Fund;
(b) to maintain a continuous investment program for the
Fund and the Portfolio of the Fund, consistent with
(i) the Fund's and the Portfolio's 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 the 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 and its Portfolio, unless otherwise directed by the
Directors of the Fund, and to execute transactions
accordingly;
(d) to provide to the Fund and the Portfolio of the
Fund 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 and the
Portfolio of the Fund should be invested in stocks,
Government obligations, commercial paper,
certificates of deposit, bankers' acceptances,
variable amount notes, corporate debt obligations,
and any other authorized securities;
(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 Fund's portfolio securities
shall be exercised; and
(g) to calculate the net asset value of the Fund and
the 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 Portfolio's 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 and for the
Portfolio of the Fund, 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 and the Portfolios of the Fund 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 3 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
the Fund 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 of the Fund in
connection with securities transactions to which the Fund or
the Portfolio is a party or in connection with securities
owned by the Fund or the Portfolio of the Fund;
(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 or for the
Portfolio of the Fund;
(c) the interest on indebtedness, if any, incurred by
the Fund or the Portfolio of the Fund;
(d) the taxes, including franchise, income, issue, transfer,
business license, and other corporate fees payable by the Fund
or the Portfolio of the Fund 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, including the
preparation and printing of prospectuses and statements of
additional information;
(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;
(l) extraordinary expenses, including fees and
disbursements of Fund counsel, in connection with
litigation by or against the Fund or the Portfolio
of the Fund;
(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 the Portfolio of the Fund, as determined by
valuations made in accordance with the Fund's procedure
for calculating the Portfolio's net asset value as
described in the Fund's Prospectus and/or Statement of
Additional Information. On an annual basis the advisory
fee applicable to the Portfolio shall be as follows:
0.55% on the first $300 million of each Portfolio's
average net assets as so determined, 0.45% of each
Portfolio's average net asset value for net assets in
excess of $300 million but not more than $500 million,
and 0.35% of the Portfolio's average net assets in excess
of $500 million.
During any period when the determination of the Portfolio's net
asset value is suspended by the Directors of the Fund, the net asset
value of a share of the
Portfolio 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 the 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 the Portfolio's expenses exceeds
the most restrictive state imposed annual expense limitation, the
Adviser will be required to reimburse the 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 the 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, neither the Adviser
nor its officers or employees will act as a principal or
agent for any party other than the Fund or the Portfolio
of the Fund 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 Portfolio of the
Fund, and unless sooner terminated as hereinafter
provided, 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 Portfolio 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 or the Portfolio of the Fund, 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 or the Portfolio of the
Fund. 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 or the Portfolio of the Fund 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 or the Portfolio of the Fund and
the Adviser's other customers.
8. Liability. The Adviser shall have no liability to the
Fund or any Portfolio of the Fund 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 of the
Fund 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 the Portfolio
of the Fund; 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 TAX-FREE INCOME FUNDS, INC.
ATTEST:
By: /s/ Xxxx X. Xxxxxx
---------------------
Xxxx X. Xxxxxx
/s/ Xxxx X. Xxxxx President
-----------------
Xxxx X. Xxxxx
Secretary
INVESCO FUNDS GROUP, INC.
ATTEST:
By: /s/ Xxx X. Xxxxxx
---------------------
Xxx X. Xxxxxx
/s/ Xxxx X. Xxxxx President
-----------------
Xxxx X. Xxxxx
Secretary
