File No. 33-38336
As filed on September 5, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No.
Post-Effective Amendment No. 6 X
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
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Amendment No. 8 X
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INVESCO EMERGING OPPORTUNITY FUNDS, INC.
(formerly known as INVESCO Emerging Growth Fund, Inc.)
(Exact Name of Registrant as Specified in Charter)
7800 E. Union Avenue, Denver, Colorado 80237
(Address of Principal Executive Offices)
P.O. Box 173706, Denver, Colorado 80217-3706
(Mailing Address)
Registrant's Telephone Number, including Area Code: (303) 930-6300
Glen A. Payne, Esq.
7800 E. Union Avenue
Denver, Colorado 80237
(Name and Address of Agent for Service)
-------------------
Copies to:
Ronald M. Feiman, Esq.
Gordon Altman Butowsky
Weitzen Shalov & Wein
114 W. 47th St.
New York, New York 10036
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Approximate Date of Proposed Public Offering: As soon as practicable after
this post-effective amendment becomes effective.
It is proposed that this filing will become effective (check appropriate box)
___ immediately upon filing pursuant to paragraph (b)
X on September 11, 1995 pursuant to paragraph (b)
___ 60 days after filing
pursuant to paragraph (a)(1)
___ on __________________, pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on __________________, pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
___ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has previously elected to register an indefinite number of shares of
its common stock pursuant to Rule 24f-2 under the Investment Company Act.
Registrant's Rule 24f-2 Notice for the fiscal year ended May 31, 1995, was filed
on or about July 21, 1995.
Page 1 of 65
Exhibit index is located at page 14
<PAGE>
INVESCO EMERGING OPPORTUNITY FUNDS, INC.
-------------------------------
CROSS-REFERENCE SHEET
Form N-1A
Item Caption
Part A Prospectus
1....................... Cover Page
2....................... Annual Fund Expenses
3....................... Financial Highlights; Performance Data
4....................... Investment Objective and Policies; Risk
Factors; The Fund and Its Management
5....................... The Fund and Its Management; Additional
Information
5A...................... Not Applicable
6....................... Services Provided by the Fund; Taxes,
Dividends and Capital Gain
Distributions; Additional Information
7....................... How Shares Can Be Purchased; Services
Provided by the Fund
8....................... Services Provided by the Fund; How to
Redeem Shares
9....................... Not Applicable
Part B Statement of Additional Information
10....................... Cover Page
11....................... Table of Contents
12....................... The Fund and Its Management
13....................... Investment Practices; Investment
Policies and Restrictions
14....................... The Fund and Its Management
15....................... The Fund and Its Management; Additional
Information
<PAGE>
16....................... The Fund and Its Management; Additional
Information
17....................... Investment Practices; Investment
Policies and Restrictions
18....................... Additional Information
19....................... How Shares Can Be Purchased; How Shares
Are Valued; Services Provided by the
Fund; Tax-Deferred Retirement Plans; How
to Redeem Shares
20....................... Dividends, Capital Gain Distributions,
and Taxes
21....................... How Shares Can Be Purchased
22....................... Performance Data
23....................... Additional Information; Financial
Statements
Part C Other Information
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.
The Registrant hereby incorporates by reference the prospectus for the
INVESCO Worldwide Emerging Markets Fund contained in Post- Effective Amendment
No. 4 filed on June 27, 1995 and the prospectus for the INVESCO Emerging Growth
Fund and the Statement of Additional Information contained in Post-Effective
Amendment No. 5 filed on July 12, 1995.
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements:
Page in
Prospectus
(1) Financial statements and schedules
included in Prospectus (Part A):
Financial Highlights for the Emerging
Growth Fund for each of the three years
ended May 31, 1995 and the period from
commencement of the Fund's operations
(December 27, 1991) until May 31, 1992.
None
(2) The following audited financial
statements of the Emerging Growth
Fund and the notes thereto for the
fiscal year ended May 31, 1995, and
the report of Price Waterhouse LLP
with respect to such financial
statements, are incorporated in the
Statement of Additional Information
by reference from the Company's
Annual Report to Shareholders for
the fiscal year ended May 31, 1995:
Statement of Investment Securities
as of May 31, 1995; Statement of
Assets and Liabilities as of May
31, 1995; Statement of Operations
for the year ended May 31, 1995;
Statement of Changes in Net Assets
for each of the two years in the
period ended May 31, 1995;
Financial Highlights for each of
the three years ended May 31, 1995
and the period from commencement of
the Fund's operations (December 27,
1991) until May 31, 1992.
(3) Financial statements and schedules
included in Part C:
None: Schedules have been omitted
as all information has been
presented in the financial
statements.
<PAGE>
(b) Exhibits:
(1) Articles of Incorporation
(Charter);1 Amendment to Articles
of Incorporation;2 Amendment to
Articles of Incorporation;3
Amendment to Articles of
Incorporation.5
(a) Articles of Amendment of
Articles of Incorporation, filed
December 2, 1994.6
(b) Articles of Amendment of
Articles of Incorporation, filed
January 20, 1995.6
(c) Articles Supplementary to
Articles of Incorporation, filed
July 7, 1995.7
(2) Bylaws, as amended July 21, 1993.5
(3) Not applicable.
(4) Revised specimen stock
certificate.4
(5) (a) Investment Advisory Agreement
Between Registrant and INVESCO
Funds Group, Inc. dated December
31, 1991.2 Amendment to Investment
Advisory Agreement dated July 11,
1995.
(b) Sub-Advisory Agreement Between
INVESCO Funds Group, Inc. and
INVESCO Trust Company dated
December 31, 1991.2
(c) Sub-Advisory Agreement Between
INVESCO Funds Group, Inc. and MIM
International Limited, dated July
11, 1995.
(6) General Distribution Agreement
Between Registrant and INVESCO
Funds Group, Inc. dated December
31, 1991.2
<PAGE>
(7) Defined Benefit Deferred
Compensation Plan for Non-
Interested Directors and Trustees.5
(8) Amended and Restated Custodian
Contract Between Registrant and
State Street Bank and Trust Company
dated August 31, 1995.
(9) (a) Transfer Agency Agreement
Between Registrant and INVESCO
Funds Group, Inc. dated December
31, 1991.2 Amendment to Fee
Schedule dated April 1, 1994.6
Amendment to Fee Schedule dated
July 11, 1995.
(b) Administrative Services
Agreement Between Registrant and
INVESCO Funds Group, Inc. dated
December 31, 1991.2 Amendment to
Administrative Services Agreement
dated July 11, 1995.
(10) Opinion and consent of counsel as
to the legality of the securities being
registered, indicating whether they will,
when sold, be legally issued, fully paid
and non-assessable.3
(11) Consent of Independent Accountants.
(12) Not applicable.
(13) Not applicable.
(14) Copies of model plans used in the
establishment of retirement plans
as follows: Non-standardized
Profit Sharing Plan; Non-
standardized Money Purchase Pension
Plan; Standardized Profit Sharing
Plan Adoption Agreement;
Standardized Money Purchase Pension
Plan; Non-standardized 401(k) Plan
Adoption Agreement; Standardized
401(k) Paired Profit Sharing Plan;
Standardized Simplified Profit
Sharing Plan; Standardized
Simplified Money Purchase Plan;
Defined Contribution Master Plan &
Trust Agreement; and Financial
403(b) Retirement Plan, all filed
with Registration Statement of
<PAGE>
INVESCO International Funds, Inc. (File No. 33-
63498), filed May 27, 1993, and herein
incorporated by reference.
(15) Plan and Agreement of Distribution
dated April 30, 1991 adopted
pursuant to Rule 12b-1 under the
Investment Company Act of 1940.2
Amendment of Plan and Agreement of
Distribution Pursuant to Rule 12b-1
dated July 19, 1995.
(16) Schedule for computation of
performance data.3
(17) Financial Data Schedule.7
(18) Not Applicable.
1Previously filed with the Registrant's Registration Statement dated
December 21, 1990 and incorporated herein by reference.
2Previously filed with Pre-Effective Amendment No. 1 to the Registrant's
Registration Statement on October 31, 1991,and incorporated herein by reference.
3Previously filed with Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement n December 24, 1991,andin corporated herein by reference.
4Previously filed with Post-Effective Amendment No. 2 to the Registrant's
Registration Statement on June 24, 1993, and incorporated herein by reference.
5Previously filed with Post-Effective Amendment No. 3 to the Registrant's
Registration Statement on July 26, 1994, and incorporated herein by reference.
6Previously filed with Post-Effective Amendment No. 4 to the Registrant's
Registration Statement on June 27, 1995, and incorporated herein by reference.
7Previously filed with Post-Effective Amendment No. 5 to the Registrant's
Registration Statement on July 12, 1995, and incorporated herein by reference.
<PAGE>
Item 25. Persons Controlled by or Under Common Control With Registrant
No person is presently controlled by or under common control with
Registrant.
Item 26. Number of Holders of Securities
Number of Record
Holders as of
Title of Class July 31, 1995
Emerging Growth Fund 23,515
Item 27. Indemnification
Indemnification provisions for officers, directors and employees of
Registrant are set forth in Article VII, Section 2 of the Articles of
Incorporation and are hereby incorporated by reference. See Item 24(b)(1) above.
Under this Article, officers and directors will be indemnified to the fullest
extent permitted to directors by the Maryland General Corporation Law, subject
only to such limitations as may be required by the 1940 Act and the rules
thereunder. Under the 1940 Act, directors and officers of the Company cannot be
protected against liability to the Company or its shareholders to which they
would be subject because of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties of their office. The Company also maintains
liability insurance policies covering its directors and officers.
Item 28. Business and Other Connections of Investment Adviser
See "The Fund and Its Management" in the Fund's Prospectus and in
the Statement of Additional Information for information regarding the business
of the investment adviser. For information as to the business, profession,
vocation or employment of a substantial nature of each of the officers and
directors of INVESCO Funds Group, Inc., reference is made to Schedule Ds to Form
ADV, filed under the Investment Advisers Act of 1940 by INVESCO Funds Group,
Inc., which schedules are herein incorporated by reference.
Item 29. Principal Underwriters
(a) INVESCO Diversified Funds, Inc.
INVESCO Dynamics Fund, Inc.
INVESCO Growth Fund, Inc.
INVESCO Income Funds, Inc.
INVESCO Industrial Income Fund, Inc.
INVESCO International Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Multiple Asset Funds, Inc.
INVESCO Specialty Funds, Inc.
INVESCO Strategic Portfolios, Inc.
INVESCO Tax-Free Income Funds, Inc.
INVESCO Value Trust
INVESCO Variable Investment Funds, Inc.
<PAGE>
(b)
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
David W. Altimont Regional Vice
7800 E. Union Avenue President
Denver, CO 80237
David D. Barrett Vice President
7800 E. Union Avenue
Denver, CO 80237
Frank M. Bishop Director
1315 Peachtree Street NE
Atlanta, GA 30309
Charles W. Brady Chairman of
1315 Peachtree St. NE the Board
Atlanta, GA 30309
Kenneth R. Christoffersen Vice President
7800 E. Union Avenue Asst. General Counsel
Denver, CO 80237
M. Anthony Cox Senior Vice
1315 Peachtree St. N.E. President
Atlanta, GA 30309
Steven T. Cox, Jr. Regional Vice
7800 E. Union Avenue President
Denver, CO 80237
Robert D. Cromwell Asst. Vice President
7800 E. Union Ave.
Denver, CO 80237
Philip J. Crosley Regional Vice
7800 E. Union Avenue President
Denver, CO 80237
Samuel T. DeKinder Director
1315 Peachtree Street NE
Atlanta, GA 30309
William H. Eigen Regional Vice
7800 E. Union Avenue President
Denver, CO 80237
<PAGE>
William J. Galvin, Jr. Senior Vice Asst. Sec.
7800 E. Union Avenue President
Denver, CO 80237
Linda J. Gieger Vice President
7800 E. Union Aenue
Denver, CO 80237
Ronald L. Grooms Sr. Vice President Treasurer &
7800 E. Union Avenue & Treasurer Chief Fin'l.
Denver, CO 80237 Officer and
Chief Acct'g.
Officer
Wylie G. Hairgrove Vice President
7800 E. Union Avenue
Denver, CO 80237
David S. Harris Regional Vice
1315 Peachtree Street, N.E. President
Atlanta, GA 30309
Dan J. Hesser Chairman of the President &
7800 E. Union Avenue Board, President, Director
Denver, CO 80237 Chief Executive
Officer & Director
Mark A. Jones Regional Vice
7800 E. Union Avenue President
Denver, CO 80237
Jeraldine E. Kraus Assistant Secretary
7800 E. Union Avenue
Denver, CO 80237
Michael D. Legoski Assistant Vice
7800 E. Union Avenue President
Denver, CO 80237
Walter R. Lewis, Jr. Regional Vice
1315 Peachtree Street NE President
Atlanta, GA 30309
Dennis J. McCarthy Regional Vice
7800 E. Union Avenue President
Denver, CO 80237
<PAGE>
David G. Mertens Regional Vice
1315 Peachtree Street NE President
Atlanta, GA 30309
Timothy J. Milligan Regional Vice
7800 E. Union Avenue President
Denver, CO 80237
Brian Minturn Executive Vice
7800 E. Union Avenue President
Denver, CO 80237
Robert J. O'Connor Director
1315 Peachtree Street NE
Atlanta, GA 30309
Laura M. Parsons Vice President
7800 E. Union Avenue
Denver, CO 80237
Glen A. Payne Sr. Vice President, Secretary
7800 E. Union Avenue Secretary &
Denver, CO 80237 General Counsel
M. Ellen Phillips Regional Vice
7800 E. Union Avenue President
Denver, CO 80237
R. Dalton Sim Director
7800 E. Union Avenue
Denver, CO 80237
James S. Skesavage Regional Vice
1315 Peachtree Street NE President
Atlanta, GA 30309
Terri Berg Smith Vice President
7800 E. Union Avenue
Denver, CO 80237
Katha Hall Stuart Regional Vice
1315 Peachtree Street,N.E. President
Atlanta, GA 30309
Alan I. Watson Vice President Asst. Sec.
7800 E. Union Avenue
Denver, CO 80237
<PAGE>
Judy P. Wiese Vice President Asst. Treas.
7800 E. Union Avenue
Denver, CO 80237
John F. Yeager, III Vice President
7800 E. Union Avenue
Denver, CO 80237
Allyson B. Zoellner Vice President
7800 E. Union Avenue
Denver, CO 80237
(c) Not applicable.
Item 30. Location of Accounts and Records
Dan J. Hesser
7800 E. Union Avenue
Denver, CO 80237
Item 31. Management Services
Not applicable.
Item 32. Undertakings
(a) The registrant hereby undertakes that the board of
directors will call such meetings of shareholders
for action by shareholder vote, including acting
on the question of removal of a director or
directors, as may be requested in writing by the
holders of at least 10% of the outstanding shares
of the Company or as may be required by applicable
law or the Company's Articles of Incorporation,
and to assist shareholders in communicating with
other shareholders as required by the Investment
Company Act of 1940.
(b) The Registrant shall furnish each person to whom a
prospectus is delivered with a copy of the Registrant's
latest annual report to shareholders, upon request and
without charge.
(c) The Registrant hereby undertakes to file a post-
effective amendment, containing reasonably current
financial statements for INVESCO Worldwide
Emerging Markets Fund which need not be certified,
within four to six months from the later of the
effective date of Post-Effective Amendment No. 4
or the commencement of operations of INVESCO
Worldwide Emerging Markets Fund.
(d) Insofar as indemnification for liability arising
under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of
the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and
Exchange Commission such indemnification is
against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities
(other than the payment by the Registrant of
expenses incurred or paid by a director, officer
or controlling person of the Registrant in the
successful defense of any action, suit or
proceeding) is asserted by such director, officer
or controlling person in connection with the
securities being registered, the Registrant will,
unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the
question whether such indemnification by it is
against public policy as expressed in the Act and
will be governed by the final adjudication of such
issue.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the registrant has duly caused this post-effective
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, County of Denver, and State of Colorado, on
the 12th day of July, 1995.
Attest: INVESCO EMERGING OPPORTUNITY FUNDS, INC.
/s/ Glen A. Payne /s/ Dan J. Hesser
- ------------------------------------ ------------------------------------
Glen A. Payne, Secretary Dan J. Hesser, President
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to Registrant's Registration Statement has been signed
by the following persons in the capacities indicated on this 12th day of July,
1995.
/s/ Dan J. Hesser /s/ Lawrence H. Budner
- --------------------------- ------------------------------------
Dan J. Hesser, President & Lawrence H. Budner, Director
Director (Chief Executive Officer)
/s/ Ronald L. Grooms /s/ Daniel D. Chabris
------------------------------------ ------------------------------------
Ronald L. Grooms, Treasurer Daniel D. Chabris, Director
(Chief Financial and Accounting Officer)
/s/ Victor L. Andrews /s/ Fred A. Deering
- ------------------------------------ ------------------------------------
Victor L. Andrews, Director Fred A. Deering, Director
/s/ Bob R. Baker /s/ A. D. Frazier, Jr.
- ------------------------------------ ------------------------------------
Bob R. Baker, Director A. D. Frazier, Jr., Director
/s/ Frank M. Bishop /s/ Kenneth T. King
- ------------------------------------ ------------------------------------
Frank M. Bishop, Director Kenneth T. King, Director
/s/ Charles W. Brady /s/ John W. McIntyre
- ------------------------------------ ------------------------------------
Charles W. Brady, Director John W. McIntyre, Director
/s/ R. Dalton Sim
------------------------------------
R. Dalton Sim, Director
/s/ Glen A. Payne
By*--------------------------------- By*---------------------------------
Edward F. O'Keefe Glen A. Payne
Attorney in Fact Attorney in Fact
* Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A. Payne,
and each of them, to execute this post-effective amendment to the Registration
Statement of the Registrant on behalf of the above-named directors and officers
of the Registrant have been filed with the Securities and Exchange Commission on
May 22, 1992, June 9, 1992, October 13, 1992, July 26, 1994 and June 27, 1995.
<PAGE>
Exhibit Index
Page in
Exhibit Number Registration Statement
5(a) 15
5(c) 17
8 24
9(a) 57
9(b) 58
11 59
15 60
Exhibit 5(a)
Amendment to Investment Advisory Agreement
This is an Amendment to the Investment Advisory Agreement, dated December
31, 1991 (the "Agreement"), made and entered into between INVESCO Emerging
Opportunity Funds, Inc., a Maryland corporation formerly known as Financial
Small Cap Emerging Growth Fund, Inc. (the "Fund"), and INVESCO Funds Group,
Inc., a Delaware corporation (the "Adviser"), as of the 11th day of July, 1995.
WHEREAS, prior to July 7, 1995, the Fund had one authorized class of
capital stock designated as the INVESCO Emerging Growth Fund; and
WHEREAS, effective July 7, 1995, the Fund established and designated an
additional class of capital stock known as the INVESCO Worldwide Emerging
Markets Fund; and
WHEREAS, the Fund desires to have the Adviser perform investment advisory,
statistical, research, and certain administrative services with respect to
management of the assets of the Fund allocable to the INVESCO Worldwide Emerging
Markets Fund, and the Adviser is willing and able to perform such services on
the terms and conditions set forth in the Agreement, as modified by this
Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained in the Agreement and this Amendment, the parties agree as follows:
1. The terms and conditions of the Agreement shall be applicable to the
Fund's assets allocable to the INVESCO Worldwide Emerging Markets Fund,
except that the Fund shall pay the Adviser a fee for the services provided
by the Adviser with respect to the INVESCO Worldwide Emerging Markets Fund
as follows: 0.75% on the first $500 million of the INVESCO Worldwide
Emerging Markets Fund's average net assets; 0.65% on the next $500 million
of the INVESCO Worldwide Emerging Markets Fund's average net assets; and
0.55% on the INVESCO Worldwide Emerging Markets Fund's net assets in
excess of $1 billion.
2. This Amendment shall not affect the compensation paid by the Fund to
the Adviser with respect to the Fund's assets allocable to the INVESCO
Emerging Growth Fund pursuant to Section 4 of the Agreement.
3. Where the context so requires, the references to the Fund in the
Agreement shall be interpreted as referring to each class of the Fund.
4. The third sentence of the penultimate paragraph of Section 1 of the
Agreement is hereby amended to read as follows: "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."
<PAGE>
5. Section 2 (k) of the Agreement is hereby amended to read as follows:
"the costs of designing, printing, and issuing certificates representing
shares of capital stock of the Fund;".
6. The first paragraph of Section 6 of the Agreement is hereby amended by
the addition of the following: "In the event of the disapproval of this
Agreement, or of the continuation hereof, by the shareholders of a
particular class of the Fund (or by the Directors of the Fund as to a
particular class), the parties intend that such disapproval shall be
effective only as to such class, and that such disapproval shall not
affect the validity or effectiveness of the approval of this Agreement, or
of the continuation hereof, by the shareholders of any other class (or by
the Directors, including a majority of the disinterested Directors) as to
such other class; in such case, this Agreement shall be deemed to have
been validly approved or continued, as the case may be, as to such other
class."
7. The last paragraph of Section 6 of the Agreement is hereby amended to
read as follows: "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 4 earned prior to such termination."
8. The second paragraph of Section 9 of the Agreement is hereby amended
to read as follows:
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 class of the Fund affected by such amendment; provided,
however, that this paragraph shall not prevent any non-material
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. In the event of the
disapproval of an amendment of this Agreement by the shareholders of a
particular class of the Fund (or by the Directors of the Fund as to a
particular class), the parties intend that such disapproval shall be
effective only as to such class, and that such disapproval shall not
affect the validity or effectiveness of the approval of the amendment by
the shareholders of any other class (or by the Directors, including a
majority of the disinterested Directors) as to such other class; in such
case, this Agreement shall be deemed to have been validly amended as to
such other class.
9. Sections 4, 5 and 7 of this Amendment shall be effective immediately.
The remainder of this Amendment shall become effective as of the date the
Amendment is approved by a majority of the outstanding voting securities
of the INVESCO Worldwide Emerging Markets Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement as of the 11th day of July, 1995.
INVESCO Emerging Opportunity Funds, Inc.
By: /s/Dan J. Hesser
-----------------------
Dan J. Hesser, President
ATTEST:
/s/ Glen A. Payne
- -----------------------------
Glen A. Payne, Secretary
(CORPORATE SEAL)
INVESCO Funds Group, Inc.
By: /s/ Ronald L. Grooms
----------------------------------
Ronald L. Grooms, Senior Vice President
ATTEST:
/s/ Glen A. Payne
- -----------------------------
Glen A. Payne, Secretary
(CORPORATE SEAL)
Exhibit 5(c)
SUB-ADVISORY AGREEMENT
AGREEMENT made this 11th day of July, 1995, by and between INVESCO Funds
Group, Inc. ("INVESCO"), a Delaware corporation, and MIM International Limited,
a United Kingdom corporation ("the Sub-Adviser").
W I T N E S S E T H:
WHEREAS, INVESCO EMERGING OPPORTUNITY FUNDS, INC. (the "Company") 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 has one class of shares (the
"Shares"), which is divided into series, each representing an interest in a
separate portfolio of investments, with one such series being designated the
INVESCO Worldwide Emerging Markets Fund (the "Fund"); and
WHEREAS, INVESCO and the Sub-Adviser are engaged in rendering investment
advisory services and are registered as investment advisers under the Investment
Advisers Act of 1940; and
WHEREAS, the Sub-Adviser is a member of the Investment Management
Regulatory Organization Limited ("IMRO") in the United Kingdom and as such is
regulated by IMRO in the conduct of its business; further the Sub-Adviser shall
provide services to INVESCO as a "Business Investor" as defined under the Rules
of IMRO and as such certain rules designed for the protection of private
customers shall not apply; and
WHEREAS, INVESCO has entered into an Investment Advisory Agreement with
the Company (the "INVESCO Investment Advisory Agreement"), pursuant to which
INVESCO is required to provide investment advisory services to the Company, and,
upon receipt of written approval of the Company, 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 Company 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
Company and to furnish the investment advisory services described below, subject
to the broad supervision of INVESCO and Board of Directors of the Company, 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 an independent contractor and, unless otherwise expressly
provided or authorized herein, shall have no authority to act for or represent
the Company in any way or otherwise be deemed an agent of the Company.
<PAGE>
The Sub-Adviser hereby agrees to manage the investment operations of the
Fund, subject to the supervision of the Company'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, and to execute all
purchases and sales of portfolio securities;
(b) to maintain a continuous investment program for the Fund,
consistent with (i) the Fund's investment policies as set forth in
the Company'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 Company'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, unless otherwise directed by the Directors of the
Company or INVESCO, and to execute transactions accordingly;
(d) to provide to the Fund the benefit of all of the
investment analysis 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 Sub-Adviser;
(e) to determine what portion of the Fund should be invested
in the various types of securities authorized for purchase by the
Fund; 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 Fund's portfolio securities shall be exercised.
With respect to execution of transactions for the Fund, 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
<PAGE>
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.
Advice on investments may extend to investments not traded or exchanges
recognized or designated by the Securities and Investments Board.
Both parties acknowledge that the advice given under this Agreement may
involve liabilities in one currency matched by assets in another currency and
that accordingly movements in rates of exchange may have a separate effect,
unfavorable as well as favorable on the gain or loss experienced on an
investment.
In carrying out its duties hereunder, the Sub-Adviser shall comply with
all instructions of INVESCO in connection therewith such instructions may be
given by letter, telex, telephone or facsimile by any Director or Officer of
INVESCO or by any other person authorized by INVESCO.
Any instructions which appear to conflict with the terms of this Agreement
may be confirmed by the Sub-Adviser with INVESCO prior to execution.
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 Company shall pay all costs and
expenses in connection with the operations of the Fund.
<PAGE>
ARTICLE III
COMPENSATION OF THE SUB-ADVISER
For the services rendered, 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, 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 annual
rate of 0.375% of the Fund's daily net assets up to $500 million; 0.325% of the
Fund's daily net assets in excess of $500 million but not more than $1 billion;
and 0.275% of the Fund's daily 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 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, neither the Sub-Adviser nor any of its directors,
officers or employees will act as an agent for any party other than the Fund 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; the Rules and Regulations of IMRO; and all
rules and regulations duly promulgated under the foregoing.
<PAGE>
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 of the Company.
Thereafter, this Agreement shall remain in force for an initial term expiring
April 30, 1996, 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 Company, or
by the vote of a majority of the outstanding voting securities of the Fund, 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 Company, or by
vote of a majority of the outstanding voting securities of the Fund, 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 Company, and a termination by
the Company 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 Company 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
LIABILITY
The Sub-Adviser agrees to use its best efforts and judgement and due care
in carrying out its duties under this Agreement provided however that the
Sub-Adviser shall not be liable to INVESCO for any loss suffered by INVESCO or
the Fund advised in connection with the subject matter of this Agreement unless
such loss arises from the willful misfeasance, bad faith or negligence in the
performance of the Sub-Adviser's duties and subject and without prejudice to the
foregoing. INVESCO hereby undertakes to indemnify and to keep indemnified the
Sub-Adviser from and against any and all liabilities, obligations, losses,
damages, suits and expenses (collectively, "Losses") which may be incurred by or
asserted against the Sub-Adviser for which it is responsible pursuant to Article
I hereof; provided, that INVESCO shall not be required to indemnify the
Sub-Adviser for any Losses arising from the willful misfeasance, bad faith or
negligence of Sub-Adviser and, provided futher, that the Sub-Adviser shall send
to INVESCO as soon as possible all claims, letters, summonses, writs or
documents which it receives from third parties and provide whatever information
and assistance INVESCO may require and no liability of any sort shall be
admitted and no undertaking shall be given nor shall any offer, promise or
payment be made or legal expenses incurred by the Sub- Adviser without written
consent of INVESCO which shall be entitled if it so desires to take over and
conduct in the name of the Sub-Adviser the defense of any action or to prosecute
any claim for indemnity or damages or otherwise against any third party.
<PAGE>
ARTICLE VIII
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 Company,
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 Fund (other than an amendment which can be
effective without shareholder approval under applicable law).
ARTICLE IX
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 X
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 XI
MISCELLANEOUS
Advice. Any recommendation or advice given by the Sub-Adviser to INVESCO
hereunder shall be given in writing or by mail, telex, telefacsimile or by
telephone, such telephone advice to be confirmed by mail, telex, telefacsimile
or in writing to such place as INVESCO shall from time to time require; further
the Sub-Adviser shall be free to telephone INVESCO as it sees fit in the
performance of its duties.
Complaints. The Sub-Adviser has in operation a written procedure for the
proper handling of complaints from clients; if the matter of complaint cannot be
resolved to INVESCO's satisfaction, INVESCO has the right of recourse to IMRO.
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.
<PAGE>
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 FUNDS GROUP, INC.
ATTEST: By: /s/ Dan J. Hesser
----------------------
/s/ Glen A. Payne Dan J. Hesser
- ------------------------- President
Glen A. Payne
Secretary
MIM INTERNATIONAL LIMITED
By: /s/ David C. Gillan
----------------------
ATTEST: David C. Gillan
Managing Director
/s/ Graeme J. Proudfoot
- -------------------------
Graeme J. Proudfoot
Exhibit 8
AMENDED AND RESTATED
CUSTODIAN CONTRACT
Between
INVESCO EMERGING OPPORTUNITY FUNDS, INC.
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
Page
----
1. Employment of Custodian and Property to be Held By It 2
2. Duties of the Custodian with Respect to Property of
the Fund Held by the Custodian in the United States 2
2.1 Holding Securities 2
2.2 Delivery of Securities 3
2.3 Registration of Securities 5
2.4 Bank Accounts 5
2.5 Availability of Federal Funds 6
2.6 Collection of Income 6
2.7 Payment of Fund Monies 6
2.8 Liability for Payment in Advance of Receipt of
Securities Purchased 8
2.9 Appointment of Agents 8
2.10 Deposit of Securities in U.S. Securities System 8
2.11 Fund Assets Held in the Custodian's
Direct Paper System 9
2.12 Segregated Account 10
2.13 Ownership Certificates for Tax Purposes 11
2.14 Proxies 11
2.15 Communications Relating to Portfolio Securities 11
3. Duties of the Custodian with Respect to Property of
the Fund Held Outside the United States 11
3.1 Appointment of Foreign Sub-Custodians 11
3.2 Assets to be Held 12
3.3 Foreign Securities Systems 12
3.4 Holding Securities 12
3.5 Agreements with Foreign Banking Institutions 12
3.6 Access of Independent Accountants of the Fund 13
3.7 Reports by Custodian 13
3.8 Transactions in Foreign Custody Account 13
3.9 Liability of Foreign Sub-Custodians 14
3.10 Liability of Custodian 14
3.11 Reimbursement for Advances 14
3.12 Monitoring Responsibilities 15
3.13 Branches of U.S. Banks 15
3.14 Tax Law 15
<PAGE>
TABLE OF CONTENTS
Page
----
4. Payments for Sales or Repurchases or Redemptions
of Shares 16
5. Proper Instructions 16
6. Actions Permitted without Express Authority 17
7. Evidence of Authority 17
8. Duties of Custodian with Respect to the Books of Account
and Calculations of Net Asset Value and Net Income 17
9. Records 18
10. Opinion of Fund's Independent Accountants 18
11. Reports to Fund by Independent Public Accountants 18
12. Compensation of Custodian 19
13. Responsibility of Custodian 19
14. Effective Period, Termination and Amendment 20
15. Successor Custodian 21
16. Interpretive and Additional Provisions 22
17. Additional Funds 22
18. Massachusetts Law to Apply 22
19. Prior Contracts 23
20. Shareholder Communications Election 23
<PAGE>
AMENDED AND RESTATED CUSTODIAN CONTRACT
This Contract between INVESCO Emerging Opportunity Funds, Inc., a
corporation organized and existing under the laws of the State of Maryland and
having its principal place of business at 7800 E. Union Avenue, Denver, Colorado
80237 (the "Fund"), and State Street Bank and Trust Company, a Massachusetts
trust company, having its principal place of business at 225 Franklin Street,
Boston, Massachusetts 02110 (the "Custodian"),
WITNESSETH:
WHEREAS, the Fund and the Custodian are parties to a custodian contract
dated as of January 13, 1991 (the "Original Agreement");
WHEREAS, pursuant to the Fund's articles of incorporation (the "Articles
of Incorporation"), the Fund is authorized to issue shares in separate classes,
with each such class representing interests in a separate portfolio of
securities and other assets;
WHEREAS, prior to July 7, 1995, the Fund had one authorized class of
capital stock known as the INVESCO Emerging Growth Fund;
WHEREAS, effective July 7, 1995, the Fund established and designated an
additional class of capital stock known as the INVESCO Worldwide Emerging
Markets Fund;
WHEREAS, the Fund intends as of the date hereof to offer shares in two
classes, INVESCO Worldwide Emerging Markets Fund and INVESCO Emerging Growth
Fund (such classes, together with all other classes subsequently established by
the Fund and made subject to this Contract in accordance with Article 17, being
herein referred to as the "Portfolio(s)");
WHEREAS, the Fund desires to employ the Custodian as the custodian of the
assets of the INVESCO Worldwide Emerging Markets Fund in addition to the assets
of the INVESCO Emerging Growth Fund; and
WHEREAS, the parties desire to amend and restate the Original Agreement in
order to set forth the agreement of the parties with respect to the Custodian's
service to the Fund as custodian for the foregoing Portfolios as well as any
other Portfolios that may hereafter be established by the Fund and made subject
to this Contract in accordance with Article 17 hereof;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto do hereby agree as follows:
<PAGE>
1. Employment of Custodian and Property to be Held by It
The Fund hereby employs the Custodian as the custodian of the assets of
the Portfolios of the Fund, including securities which the Fund, on behalf of
the applicable Portfolio desires to be held in places within the United States
of America ("domestic securities") and securities it desires to be held outside
the United States of America ("foreign securities") pursuant to the provisions
of the Articles of Incorporation. The Fund on behalf of the Portfolio(s) agrees
to deliver to the Custodian all securities and cash of the Portfolios, and all
payments of income, payments of principal or capital distributions received by
it with respect to all securities owned by the Portfolio(s) from time to time,
and the cash consideration received by it for such new or treasury shares of
capital stock, $0.01 par value, of the Fund representing interests in the
Portfolios ("Shares") as may be issued or sold from time to time. The Custodian
shall not be responsible for any property of a Portfolio held or received by the
Fund on behalf of the Portfolio and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (as such term is defined in Article
5 of this Contract), the Custodian shall on behalf of the applicable
Portfolio(s) from time to time employ one or more sub-custodians located in the
United States of America, including any state or political subdivision thereof
and any territory over which its political sovereignty extends (the "United
States" or "U.S."), but only in accordance with an applicable vote by the board
of directors of the Fund (the "Board of Directors") on behalf of the applicable
Portfolio(s) and provided that the Custodian shall have no more or less
responsibility or liability to the Fund on account of any actions or omissions
of any sub-custodian so employed than any such sub-custodian has to the
Custodian. The Custodian may employ as sub-custodians for the Fund's foreign
securities on behalf of the applicable Portfolio(s) the foreign banking
institutions and foreign securities depositories designated in Schedule A hereto
but only in accordance with the provisions of Article 3.
2. Duties of the Custodian with Respect to Property of the Fund Held By the
Custodian in the United States
2.1 Holding Securities. The Custodian shall hold and physically segregate for
the account of each Portfolio all non-cash property to be held by it in
the United States, including all domestic securities owned by such
Portfolio other than (a) securities which are maintained in a "U.S.
Securities System" (as such term is defined in Section 2.10 of this
Contract) and (b) commercial paper of an issuer for which State Street
Bank and Trust Company acts as issuing and paying agent ("Direct Paper")
which is deposited and/or maintained in the Custodian's Direct Paper
System pursuant to Section 2.11.
<PAGE>
2.2 Delivery of Securities. The Custodian shall release and deliver domestic
securities owned by a Portfolio and held by the Custodian or in a U.S.
Securities System account of the Custodian, which account shall not
include any assets of the Custodian other than assets held as a fiduciary,
custodian or otherwise for its customers ("U.S. Securities System
Account") or in the Custodian's Direct Paper book-entry system account,
which account shall not include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise for its customers
("Direct Paper System Account") only upon receipt of Proper Instructions
from the Fund on behalf of the applicable Portfolio, which may be
continuing instructions when deemed appropriate by the parties, and only
in the following cases:
1) Upon sale of such securities for the account of the Portfolio and
receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Portfolio;
3) In the case of a sale effected through a U.S. Securities System, in
accordance with the provisions of Section 2.10 hereof;
4) To the depository agent in connection with tender or other similar
offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any
such case, the cash or other consideration is to be delivered to the
Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of
the Portfolio or into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any agent appointed
pursuant to Section 2.9 or into the name or nominee name of any
sub-custodian appointed pursuant to Article 1; or for exchange for a
different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units;
provided that, in any such case, the new securities are to be
delivered to the Custodian;
7) Upon the sale of such securities for the account of the Portfolio, to
the broker or its clearing agent, against a receipt, for examination
in accordance with "street delivery" custom; provided that, in any
such case, the Custodian shall have no responsibility or liability
for any loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from the
Custodian's own negligence or willful misconduct;
<PAGE>
8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of
the securities of the issuer of such securities, or pursuant to
provisions for conversion contained in such securities, or pursuant
to any deposit agreement; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar
securities or the surrender of interim receipts or temporary
securities for definitive securities; provided that, in any such
case, the new securities and cash, if any, are to be delivered to the
Custodian;
10) For delivery in connection with any loans of securities made by the
Portfolio, but only against receipt of adequate collateral as agreed
upon from time to time by the Custodian and the Fund on behalf of the
Portfolio, which may be in the form of cash or obligations issued by
the United States government, its agencies or instrumentalities,
except that in connection with any loans for which collateral is to
be credited to the Custodian's U.S. Securities System Account, the
Custodian will not be held liable or responsible for the delivery of
securities owned by the Portfolio prior to the receipt of such
collateral;
11) For delivery as security in connection with any borrowings by the
Fund on behalf of the Portfolio requiring a pledge of assets by the
Fund on behalf of the Portfolio, but only against receipt of amounts
borrowed;
12) For delivery in accordance with the provisions of any agreement among
the Fund on behalf of the Portfolio, the Custodian and a
broker-dealer registered under the Securities Exchange Act of 1934
(the "Exchange Act") and a member of The National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with the
rules of The Options Clearing Corporation and of any registered
national securities exchange, or of any similar organization or
organizations, regarding escrow or other arrangements in connection
with transactions by the Portfolio of the Fund;
13) For delivery in accordance with the provisions of any agreement among
the Fund on behalf of the Portfolio, the Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures
Trading Commission and/or any Contract Market, or any similar
organization or organizations, regarding account deposits in
connection with transactions by the Portfolio of the Fund;
<PAGE>
14) Upon receipt of instructions from the transfer agent for the Fund
(the "Transfer Agent"), for delivery to such Transfer Agent or to the
holders of shares in connection with distributions in kind, as may be
described from time to time in the Fund's currently effective
prospectus and statement of additional information related to the
Portfolio (the "Prospectus"), in satisfaction of requests by holders
of Shares for repurchase or redemption; and
15) For any other proper corporate purpose, but only upon receipt of, in
addition to Proper Instructions from the Fund on behalf of the
applicable Portfolio, a certified copy of a resolution of the Board
of Directors or of the executive committee thereof signed by an
officer of the Fund and certified by the Fund's Secretary or
Assistant Secretary specifying the securities of the Portfolio to be
delivered, setting forth the purpose for which such delivery is to be
made, declaring such purpose to be a proper corporate purpose, and
naming the person or persons to whom delivery of such securities
shall be made.
2.3 Registration of Securities. Domestic securities held by the Custodian
(other than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of the Fund on behalf of the
Portfolio or of any nominee of the Custodian which nominee shall be
assigned exclusively to the Portfolio, unless the Fund has authorized in
writing the appointment of a nominee to be used in common with other
registered investment companies having the same investment adviser as the
Portfolio, or in the name or nominee name of any agent appointed pursuant
to Section 2.9 or in the name or nominee name of any sub-custodian
appointed pursuant to Article 1. All securities accepted by the Custodian
on behalf of the Portfolio under the terms of this Contract shall be in
"street name" or other good delivery form. If, however, the Fund directs
the Custodian to maintain securities in "street name", the Custodian shall
utilize its best efforts only to (i) timely collect income due the Fund on
such securities and (ii) notify the Fund of relevant corporate actions
including, without limitation, pendency of calls, maturities, tender or
exchange offers.
2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the United States in the name of each Portfolio of
the Fund, subject only to draft or order by the Custodian acting pursuant
to the terms of this Contract, and shall hold in such account or accounts,
subject to the provisions hereof, all cash received by it from or for the
account of the Portfolio, other than cash maintained by the Portfolio in a
bank account established and used in accordance with Rule 17f-3 under the
Investment Company Act of 1940, as amended. Funds held by the Custodian
for a Portfolio may be deposited by it to its credit as Custodian in the
banking department of the Custodian or in such other banks or trust
companies as it may in its discretion deem necessary or
<PAGE>
desirable; provided, however, that every such bank or trust company shall
be qualified to act as a custodian under the Investment Company Act of
1940, as amended (the "Investment Company Act") and that each such bank or
trust company and the funds to be deposited with each such bank or trust
company shall on behalf of each applicable Portfolio be approved by vote
of a majority of the Board of Directors. Such funds shall be deposited by
the Custodian in its capacity as Custodian and shall be withdrawable by
the Custodian only in that capacity.
2.5 Availability of Federal Funds. Upon agreement between the Fund on behalf
of each applicable Portfolio and the Custodian, the Custodian shall, upon
the receipt of Proper Instructions from the Fund on behalf of a Portfolio,
make federal funds available to such Portfolio as of specified times
agreed upon from time to time by the Fund and the Custodian in the amount
of checks received in payment for Shares of such Portfolio which are
deposited into the Portfolio's account.
2.6 Collection of Income. Subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and other payments
with respect to United States-registered securities held hereunder to
which each Portfolio shall be entitled either by law or pursuant to custom
in the securities business, and shall collect on a timely basis all income
and other payments with respect to domestic bearer securities if, on the
date of payment by the issuer, such securities are held by the Custodian
or its agent thereof and shall credit such income, as collected, to such
Portfolio's account. Without limiting the generality of the foregoing, the
Custodian shall detach and present for payment all coupons and other
income items requiring presentation as and when they become due and shall
collect interest when due on securities held hereunder. Collection of
income due each Portfolio on domestic securities loaned pursuant to the
provisions of Section 2.2 (10) shall be the responsibility of the Fund;
the Custodian will have no duty or responsibility in connection therewith,
other than to provide the Fund with such information or data in its
possession as may be necessary to assist the Fund in arranging for the
timely delivery to the Custodian of the income to which the Portfolio is
properly entitled.
2.7 Payment of Fund Monies. Upon receipt of Proper Instructions from the Fund
on behalf of the applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, the Custodian shall
pay out monies of a Portfolio in the following cases only:
1) Upon the purchase of domestic securities, options, futures contracts
or options on futures contracts for the account of the Portfolio but
only (a) against the delivery of such securities or evidence of title
to such options, futures contracts or options on futures contracts to
the Custodian (or any bank, banking firm or trust company doing
business in the United States or abroad which is qualified under the
<PAGE>
Investment Company Act to act as a custodian and has been designated
by the Custodian as its agent for this purpose) registered in the
name of the Portfolio or in the name of a nominee of the Custodian
referred to in Section 2.3 hereof or in proper form for transfer; (b)
in the case of a purchase effected through a U.S. Securities System,
in accordance with the conditions set forth in Section 2.10 hereof;
(c) in the case of a purchase involving the Direct Paper System, in
accordance with the conditions set forth in Section 2.11; (d) in the
case of repurchase agreements entered into between the Fund on behalf
of the Portfolio and the Custodian, or another bank, or a
broker-dealer which is a member of NASD, (i) against delivery of the
securities either in certificate form or through an entry crediting
the Custodian's account at the Federal Reserve Bank with such
securities or (ii) against delivery of the receipt evidencing
purchase by the Portfolio of securities owned by the Custodian along
with written evidence of the agreement by the Custodian to repurchase
such securities from the Portfolio; or (e) for transfer to a time
deposit account of the Fund in any bank, whether domestic or foreign;
such transfer may be effected prior to receipt of a confirmation from
a broker and/or the applicable bank pursuant to Proper Instructions
from the Fund as defined in Article 5;
2) In connection with conversion, exchange or surrender of securities
owned by the Portfolio as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares issued by the Portfolio as
set forth in Article 4 hereof;
4) For the payment of any expense or liability incurred by the
Portfolio, including but not limited to the following payments for
the account of the Portfolio: interest, taxes, management fees,
accounting fees, transfer agent fees, legal fees and operating
expenses of the Fund whether or not such expenses are to be in whole
or part capitalized or treated as deferred expenses;
5) For the payment of any dividends on Shares of the Portfolio declared
pursuant to the governing documents of the Fund;
6) For payment of the amount of dividends received in respect of
securities sold short;
7) For any other proper purpose, but only upon receipt of, in addition
to Proper Instructions from the Fund on behalf of the Portfolio, a
certified copy of a resolution of the Board of Directors or of the
executive committee thereof signed by an officer of the Fund and
certified by the Fund's Secretary or an Assistant
<PAGE>
Secretary, specifying the amount of such payment, setting forth the
purpose for which such payment is to be made, declaring such purpose
to be a proper purpose, and naming the person or persons to whom such
payment is to be made.
2.8 Liability for Payment in Advance of Receipt of Securities Purchased.
Except as specifically stated otherwise in this Contract, in any and every
case where payment for purchase of domestic securities for the account of
a Portfolio is made by the Custodian in advance of receipt of the
securities purchased in the absence of specific written instructions from
the Fund on behalf of such Portfolio to so pay in advance, the Custodian
shall be absolutely liable to the Fund for such securities to the same
extent as if the securities had been received by the Custodian.
2.9 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust
company which is itself qualified under the Investment Company Act to act
as a custodian, as its agent to carry out such of the provisions of this
Article 2 as the Custodian may from time to time direct; provided,
however, that the appointment of any agent shall not relieve the Custodian
of its responsibilities or liabilities hereunder.
2.10 Deposit of Securities in U.S. Securities Systems. The Custodian may
deposit and/or maintain domestic securities owned by a Portfolio in a
clearing agency registered with the Securities and Exchange Commission
(the "SEC") under Section 17A of the Exchange Act, which acts as a
securities depository, or in the book-entry system authorized by the U.S.
Department of the Treasury and certain federal agencies (a "U.S.
Securities System") in accordance with applicable Federal Reserve Board
and SEC rules and regulations, if any, and subject to the following
provisions:
1) The Custodian may keep domestic securities of the Portfolio in a U.S.
Securities System provided that such securities are represented in a
U.S. Securities System Account;
2) The records of the Custodian with respect to securities of the
Portfolio which are maintained in a U.S. Securities System shall
identify by book-entry those securities belonging to the Portfolio;
3) The Custodian shall pay for domestic securities purchased for the
account of the Portfolio upon (i) receipt of advice from the U.S.
Securities System that such securities have been transferred to the
U.S. Securities System Account, and (ii) the making of an entry on
the records of the Custodian to reflect such payment and transfer for
the account of the Portfolio; the Custodian shall transfer securities
sold for the account of the Portfolio upon (i) receipt of advice from
the U.S.
<PAGE>
Securities System that payment for such securities has been
transferred to the U.S. Securities System Account and (ii) the making
of an entry on the records of the Custodian to reflect such transfer
and payment for the account of the Portfolio. Copies of all advices
from the U.S. Securities System of transfers of securities for the
account of the Portfolio shall identify the Portfolio, be maintained
for the Portfolio by the Custodian and be provided to the Fund at its
request. Upon request, the Custodian shall furnish the Fund on behalf
of the Portfolio confirmation of each transfer to or from the account
of the Portfolio in the form of a written advice or notice and shall
furnish to the Fund on behalf of the Portfolio copies of daily
transaction sheets reflecting each day's transactions in the U.S.
Securities System for the account of the Portfolio;
4) The Custodian shall provide the Fund on behalf of the Portfolio(s)
with any report obtained by the Custodian on the U.S. Securities
System's accounting system, internal accounting control and
procedures for safeguarding securities deposited in the U.S.
Securities System;
5) The Custodian shall have received from the Fund on behalf of the
Portfolio the initial or annual certificate, as the case may be,
required by Article 14 hereof;
6) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for the benefit of the
Portfolio for any loss or damage to the Portfolio resulting from use
of the U.S. Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its agents or of
any of its or their employees or from failure of the Custodian or any
such agent to enforce effectively such rights as it may have against
the U.S. Securities System; at the election of the Fund, it shall be
entitled to be subrogated to the rights of the Custodian with respect
to any claim against the U.S. Securities System or any other person
which the Custodian may have as a consequence of any such loss or
damage if and to the extent that the Portfolio has not been made
whole for any such loss or damage.
2.11 Fund Assets Held in the Custodian's Direct Paper System. The Custodian may
deposit and/or maintain securities owned by a Portfolio in the Direct
Paper System of the Custodian subject to the following provisions:
1) No transaction relating to securities in the Direct Paper System will
be effected in the absence of Proper Instructions from the Fund on
behalf of the Portfolio;
2) The Custodian may keep securities of the Portfolio in the Direct
Paper System only if such securities are represented in the Direct
Paper System Account;
<PAGE>
3) The records of the Custodian with respect to securities of the
Portfolio which are maintained in the Direct Paper System shall
identify by book-entry those securities belonging to the Portfolio;
4) The Custodian shall pay for securities purchased for the account of
the Portfolio upon the making of an entry on the records of the
Custodian to reflect such payment and transfer of securities to the
account of the Portfolio. The Custodian shall transfer securities
sold for the account of the Portfolio upon the making of an entry on
the records of the Custodian to reflect such transfer and receipt of
payment for the account of the Portfolio;
5) The Custodian shall furnish the Fund on behalf of the Portfolio
confirmation of each transfer to or from the account of the
Portfolio, in the form of a written advice or notice, of Direct Paper
on the next business day following such transfer and shall furnish to
the Fund on behalf of the Portfolio copies of daily transaction
sheets reflecting each day's transaction in the Direct Paper System
for the account of the Portfolio; and
6) Upon the reasonable request of the Fund, the Custodian shall provide
the Fund with any report on the Direct Paper System's system of
internal accounting controls which has been prepared as of the time
of such request.
2.12 Segregated Account. The Custodian shall, upon receipt of Proper
Instructions from the Fund on behalf of each applicable Portfolio,
establish and maintain a segregated account or accounts for and on behalf
of each such Portfolio, into which account or accounts may be transferred
cash and/or securities, including securities maintained in a U.S.
Securities System Account by the Custodian pursuant to Section 2.10 hereof
(i) in accordance with the provisions of any agreement among the Fund on
behalf of the Portfolio, the Custodian and a broker-dealer registered
under the Exchange Act and a member of the NASD (or any futures commission
merchant registered under the Commodity Exchange Act), relating to
compliance with the rules of The Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures Trading
Commission or any registered Contract Market), or of any similar
organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Portfolio, (ii) for purposes of
segregating cash or government securities in connection with options
purchased, sold or written by the Portfolio or commodity futures contracts
or options thereon purchased or sold by the Portfolio, (iii) for the
purposes of compliance by the Portfolio with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or
releases of the SEC relating to the maintenance of segregated accounts by
registered investment companies and (iv) for other proper
<PAGE>
corporate purposes, but only, in the case of this clause (iv), upon
receipt of, in addition to Proper Instructions from the Fund on behalf of
the applicable Portfolio, a certified copy of a resolution of the Board of
Directors or of the executive committee thereof signed by an officer of
the Fund and certified by the Fund's Secretary or an Assistant Secretary,
setting forth the purpose or purposes of such segregated account and
declaring such purposes to be proper corporate purposes.
2.13 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state
tax purposes in connection with receipt of income or other payments with
respect to domestic securities of each Portfolio held by it and in
connection with transfers of such securities.
2.14 Proxies. The Custodian shall, with respect to the domestic securities held
hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of
the Portfolio or a nominee of the Portfolio, all proxies, without
indication of the manner in which such proxies are to be voted, and shall
promptly deliver to the Fund on behalf of the Portfolio such proxies, all
proxy soliciting materials and all notices relating to such securities.
2.15 Communications Relating to Portfolio Securities. Subject to the provisions
of Section 2.3, the Custodian shall transmit promptly to the Fund for each
Portfolio all written information (including, without limitation, pendency
of calls and maturities of domestic securities and expirations of rights
in connection therewith and notices of exercise of call and put options
written by the Fund on behalf of the Portfolio and the maturity of futures
contracts purchased or sold by the Portfolio) received by the Custodian
from issuers of the securities being held for the Portfolio. With respect
to tender or exchange offers, the Custodian shall transmit promptly to the
Portfolio all written information received by the Custodian from issuers
of the securities whose tender or exchange is sought and from the party
(or his agents) making the tender or exchange offer. If the Portfolio
desires to take action with respect to any tender offer, exchange offer or
any other similar transaction, the Portfolio shall notify the Custodian at
least three (3) business days prior to the date on which the Custodian is
to take such action.
3. Duties of the Custodian with Respect to Property of the Fund Held Outside
of the United States
3.1 Appointment of Foreign Sub-Custodians. The Fund hereby authorizes and
instructs the Custodian to employ as sub-custodians for the Portfolio's
securities and other assets maintained outside the United States the
foreign banking institutions and foreign securities depositories
designated on Schedule A hereto (the "foreign sub-custodians").
<PAGE>
Upon receipt of Proper Instructions, together with a certified resolution
of the Board of Directors, the Custodian and the Fund on behalf of the
Portfolio(s) may agree to amend Schedule A hereto from time to time to
designate additional foreign banking institutions and foreign securities
depositories to act as sub-custodian. Upon receipt of Proper Instructions,
the Fund may instruct the Custodian to cease the employment of any one or
more such foreign sub-custodians for maintaining custody of the
Portfolio's assets.
3.2 Assets to be Held. The Custodian shall limit the securities and other
assets maintained in the custody of the foreign sub-custodians to: (a)
"foreign securities", as defined in paragraph (c)(1) of Rule 17f-5 under
the Investment Company Act and (b) cash and cash equivalents in such
amounts as the Custodian or the Fund may determine to be reasonably
necessary to effect the Portfolio's foreign securities transactions.
3.3 Foreign Securities Systems. Except as may otherwise be agreed upon in
writing by the Custodian and the Fund, assets of the Portfolio(s) shall be
maintained in a clearing agency which acts as a securities depository or
in a book-entry system for the central handling of securities located
outside the United States (each a "Foreign Securities System") only
through arrangements implemented by the foreign banking institutions
serving as sub-custodians pursuant to the terms hereof (Foreign Securities
Systems and U.S. Securities Systems are referred to herein collectively as
the "Securities Systems"). Where possible, such arrangements shall include
entry into agreements containing the provisions set forth in Section 3.5
hereof.
3.4 Holding Securities. The Custodian may hold securities and other non-cash
property for all of its customers, including the Fund, with a foreign
sub-custodian in a single account that is identified as belonging to the
Custodian for the benefit of its customers; provided, however, that (i)
the records of the Custodian with respect to securities and other non-cash
property of the Fund which are maintained in such account shall identify
by book-entry those securities and other non-cash property belonging to
the Fund and (ii) the Custodian shall require that the securities and
other non-cash property so held by the foreign sub-custodian be held
separately from the assets of the foreign sub-custodian or of others.
3.5 Agreements with Foreign Banking Institutions. Each agreement with a
foreign banking institution shall provide that: (a) the assets of each
Portfolio will not be subject to any right, charge, security interest,
lien or claim of any kind in favor of the foreign banking institution or
its creditors or agent, except a claim of payment for their safe custody
or administration; (b) beneficial ownership of the assets of each
Portfolio will be freely transferable without the payment of money or
value other than for custody or administration; (c) adequate records will
be maintained identifying the assets as belonging to the Custodian on
behalf of its customers; (d) officers of or auditors employed by, or
<PAGE>
other representatives of the Custodian, including to the extent permitted
under applicable law the independent public accountants for the Fund, will
be given access to the books and records of the foreign banking
institution relating to its actions under its agreement with the
Custodian; and (e) assets of the Portfolios held by the foreign
sub-custodian will be subject only to the instructions of the Custodian or
its agents.
3.6 Access of Independent Accountants of the Fund. Upon request of the Fund,
the Custodian will use its best efforts to arrange for the independent
accountants of the Fund to be afforded access to the books and records of
any foreign banking institution employed as a foreign sub-custodian
insofar as such books and records relate to the performance of such
foreign banking institution under its agreement with the Custodian.
3.7 Reports by Custodian. The Custodian will supply to the Fund from time to
time, as mutually agreed upon, statements in respect of the securities and
other assets of the Portfolio(s) held by foreign sub-custodians, including
but not limited to an identification of entities having possession of
Portfolio securities and other assets and advices or notifications of any
transfers of securities to or from each custodial account maintained by a
foreign banking institution for the Custodian on behalf of its customers
indicating, as to securities acquired for a Portfolio, the identity of the
entity having physical possession of such securities.
3.8 Transactions in Foreign Custody Account. (a) Except as otherwise provided
in paragraph (b) of this Section 3.8, the provision of Sections 2.2 and
2.7 of this Contract shall apply, mutatis mutandis to the foreign
securities of the Portfolio(s) held outside the United States by foreign
sub-custodians.
(b) Notwithstanding any provision of this Contract to the contrary,
settlement and payment for securities received for the account of each
applicable Portfolio and delivery of securities maintained for the account
of each applicable Portfolio may be effected in accordance with the
customary established securities trading or securities processing
practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivering securities
to the purchaser thereof or to a dealer therefor (or an agent for such
purchaser or dealer) against a receipt with the expectation of receiving
later payment for such securities from such purchaser or dealer.
(c) Securities maintained in the custody of a foreign sub-custodian may be
maintained in the name of such entity's nominee to the same extent as set
forth in Section 2.3 of this Contract, and the Fund agrees to hold any
such nominee harmless from any liability as a holder of record of such
securities.
<PAGE>
3.9 Liability of Foreign Sub-Custodians. Each agreement pursuant to which the
Custodian employs a foreign banking institution as a foreign sub-custodian
shall require the institution to exercise reasonable care in the
performance of its duties and to indemnify, and hold harmless, the
Custodian and the Fund from and against any loss, damage, cost, expense,
liability or claim arising out of or in connection with the institution's
performance of such obligations. At the election of the Fund on behalf of
the Portfolio, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claims against a foreign banking institution
as a consequence of any such loss, damage, cost, expense, liability or
claim if and to the extent that the Portfolio has not been made whole for
any such loss, damage, cost, expense, liability or claim.
3.10 Liability of Custodian. The Custodian shall be liable for the acts or
omissions of a foreign banking institution to the same extent as set forth
with respect to sub-custodians generally in this Contract and, regardless
of whether assets are maintained in the custody of a foreign banking
institution, a foreign securities depository or a branch of a U.S. bank as
contemplated by Section 3.13 hereof, the Custodian shall not be liable for
any loss, damage, cost, expense, liability or claim resulting from
nationalization, expropriation, currency restrictions, or acts of war or
terrorism or any loss where the sub-custodian has otherwise exercised
reasonable care. Notwithstanding the foregoing provisions of this Section
3.10, in delegating custody duties to State Street London Ltd., the
Custodian shall not be relieved of any responsibility to the Fund for any
loss due to such delegation, except such loss as may result from (a)
political risk (including, but not limited to, exchange control
restrictions, confiscation, expropriation, nationalization, insurrection,
civil strife or armed hostilities) or (b) other losses (excluding a
bankruptcy or insolvency of State Street London Ltd. not caused by
political risk) due to Acts of God, nuclear incident or other losses under
circumstances where the Custodian and State Street London Ltd. have
exercised reasonable care.
3.11 Reimbursement for Advances. If the Fund requires the Custodian to advance
cash or securities for any purpose for the benefit of a Portfolio,
including the purchase or sale of foreign exchange or of contracts for
foreign exchange, or in the event that the Custodian or its nominee shall
incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Contract, except
such as may arise from its or its nominee's own negligent action,
negligent failure to act or willful misconduct, any property at any time
held for the account of the applicable Portfolio shall be security
therefor and should the Fund fail to repay the Custodian promptly, the
Custodian shall be entitled to utilize available cash and to dispose of
such Portfolio's assets to the extent necessary to obtain reimbursement.
<PAGE>
3.12 Monitoring Responsibilities. The Custodian shall furnish annually to the
Fund (during the month of June) information concerning the foreign
sub-custodians employed by the Custodian. Such information shall be
similar in kind and scope to that furnished to the Fund in connection with
the initial approval of this Contract. In addition, the Custodian will
promptly inform the Fund in the event that the Custodian learns of a
material adverse change in the financial condition of a foreign
sub-custodian or any material loss of the assets of the Fund or in the
case of any foreign sub-custodian not the subject of an exemptive order
from the SEC is notified by such foreign sub-custodian that there appears
to be a substantial likelihood that its shareholders' equity will decline
below $200 million (U.S. dollars or the local currency equivalent thereof)
or that its shareholders' equity has declined below $200 million (in each
case computed in accordance with generally accepted U.S. accounting
principles).
3.13 Branches of U.S. Banks. (a) Except as otherwise set forth in this
Contract, the provisions hereof shall not apply where the custody of
Portfolio assets are maintained in a foreign branch of a banking
institution which is a "bank" as defined by Section 2(a)(5) of the
Investment Company Act meeting the qualification set forth in Section
26(a) of said Act. The appointment of any such branch as a sub-custodian
shall be governed by Article 1 of this Contract.
(b) Cash held for each Portfolio of the Fund in the United Kingdom shall
be maintained in an interest bearing account established for the Fund with
the Custodian's London branch, which account shall be subject to the
direction of the Custodian, State Street London Ltd. or both.
3.14 Tax Law. The Custodian shall have no responsibility or liability for any
obligations now or hereafter imposed on the Fund or the Custodian as
custodian of the Fund by the tax law of the United States. It shall be the
responsibility of the Fund to notify the Custodian of the obligations
imposed on the Fund or the Custodian as custodian of the Fund by the tax
law of jurisdictions other than those mentioned in the above sentence,
including responsibility for withholding and other taxes, assessments or
other governmental charges, certifications and governmental reporting. The
sole responsibility of the Custodian with regard to such tax law shall be
to use reasonable efforts to assist the Fund with respect to any claim for
exemption or refund under the tax law of jurisdictions for which the Fund
has provided such information.
<PAGE>
4. Payments for Sales or Repurchases or Redemptions of Shares
The Custodian shall receive from the distributor for the Shares or from
the Transfer Agent and deposit into the account of the appropriate Portfolio
such payments as are received for Shares of that Portfolio issued or sold from
time to time by the Fund. The Custodian will provide timely notification to the
Fund on behalf of each Portfolio and the Transfer Agent of any receipt by it of
payments for Shares of such Portfolio.
From such funds as may be available for the purpose but subject to the
limitations of the Articles of Incorporation and any applicable votes of the
Board of Directors pursuant thereto, the Custodian shall, upon receipt of
instructions from the Transfer Agent, make funds available for payment to
holders of Shares who have delivered to the Transfer Agent a request for
redemption or repurchase of their Shares. In connection with the redemption or
repurchase of Shares, the Custodian is authorized upon receipt of instructions
from the Transfer Agent to wire funds to or through a commercial bank designated
by the redeeming shareholders. In connection with the redemption or repurchase
of Shares, the Custodian shall honor checks drawn on the Custodian by a holder
of Shares, which checks have been furnished by the Fund to the holder of Shares,
when presented to the Custodian in accordance with such procedures and controls
as are mutually agreed upon from time to time between the Fund and the
Custodian.
5. Proper Instructions
Proper Instructions as used throughout this Contract means a writing
signed or initialed by one or more person or persons as the Board of Directors
shall have from time to time authorized. Each such writing shall set forth the
specific transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral instructions
will be considered Proper Instructions if the Custodian reasonably believes them
to have been given by a person authorized to give such instructions with respect
to the transaction involved. The Fund shall cause all oral instructions to be
confirmed in writing. Upon receipt of a certificate of the Secretary or an
Assistant Secretary of the Fund as to the authorization by the Board of
Directors accompanied by a detailed description of procedures approved by the
Board of Directors, Proper Instructions may include communications effected
directly between electro-mechanical or electronic devices provided that the
Board of Directors and the Custodian are satisfied that such procedures afford
adequate safeguards for Portfolio assets. For purposes of this Section, Proper
Instructions shall include instructions received by the Custodian pursuant to
any three-party agreement which requires a segregated asset account in
accordance with Section 2.12.
<PAGE>
6. Actions Permitted without Express Authority
The Custodian may in its discretion, without express authority from the
Fund on behalf of each applicable Portfolio:
1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this
Contract, provided that all such payments shall be accounted for to
the Fund on behalf of the Portfolio;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Portfolio, checks, drafts
and other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and other
dealings with the securities and property of the Portfolio except as
otherwise directed by the Board of Directors.
7. Evidence of Authority
The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the Fund. The
Custodian may receive and accept a certified copy of a vote of the Board of
Directors as conclusive evidence (a) of the authority of any person to act in
accordance with such vote or (b) of any determination or of any action by the
Board of Directors pursuant to the Articles of Incorporation as described in
such vote, and such vote may be considered as in full force and effect until
receipt by the Custodian of written notice to the contrary.
8. Duties of Custodian with Respect to the Books of Account and Calculation
of Net Asset Value and Net Income
The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Board of Directors to keep the books of
account of each Portfolio and/or compute the net asset value per share of the
outstanding Shares of each Portfolio or, if directed in writing to do so by the
Fund on behalf of the Portfolio(s), shall itself keep such books of account
and/or compute such net asset value per share. If so directed, the Custodian
shall also calculate daily the net income of the Portfolio(s) as described in
the Prospectus and shall advise
<PAGE>
the Fund and the Transfer Agent daily of the total amount of such net income
and, if instructed in writing by an officer of the Fund to do so, shall advise
the Transfer Agent periodically of the division of such net income among its
various components. The calculations of the net asset value per share and the
daily income of each Portfolio shall be made at the time or times described from
time to time in the Prospectus.
9. Records
The Custodian shall with respect to each Portfolio create and maintain all
records relating to its activities and obligations under this Contract in such
manner as will meet the obligations of the Fund under the Investment Company
Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2
thereunder. All such records shall be the property of the Fund and shall at all
times during the regular business hours of the Custodian be open for inspection
by duly authorized officers, employees or agents of the Fund and employees and
agents of the SEC. The Custodian shall, at the Fund's request, supply the Fund
with a tabulation of securities owned by each Portfolio and held by the
Custodian and shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund and the Custodian, include
certificate numbers in such tabulations.
10. Opinion of Fund's Independent Accountants
The Custodian shall take all reasonable action, as the Fund on behalf of
each applicable Portfolio may from time to time request, to obtain from year to
year favorable opinions from the Fund's independent accountants with respect to
its activities hereunder in connection with the preparation of the Fund's Form
N-1A and N-SAR or other annual reports to the SEC and with respect to any other
SEC requirements.
11. Reports to Fund by Independent Public Accountants
The Custodian shall provide the Fund at such times as the Fund may
reasonably require, with reports by independent public accountants on the
accounting system, internal accounting control and procedures for safeguarding
securities, futures contracts and options on futures contracts, including
securities deposited and/or maintained in a Securities System, relating to the
services provided by the Custodian under this Contract; such reports shall be of
sufficient scope and in sufficient detail, as may reasonably be required by the
Fund to provide reasonable assurance that any material inadequacies would be
disclosed by such examination, and, if there are no such inadequacies, the
reports shall so state.
<PAGE>
12. Compensation of Custodian
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian as agreed upon from time to time between the
Fund on behalf of each applicable Portfolio and the Custodian.
13. Responsibility of Custodian
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in acting
upon any notice, request, consent, certificate or other instrument reasonably
believed by it to be genuine and to be signed by the proper party or parties,
including any futures commission merchant acting pursuant to the terms of a
three-party futures or options agreement. The Custodian shall be held to the
exercise of reasonable care in carrying out the provisions of this Contract, but
shall be kept indemnified by and shall be without liability to the Fund for any
action taken or omitted by it in good faith without negligence. It shall be
entitled to rely on and may act upon advice of counsel (who may be counsel for
the Fund) on all matters, and shall be without liability for any action
reasonably taken or omitted pursuant to such advice.
Except as may arise from the Custodian's own negligence or willful
misconduct or the negligence or willful misconduct of a sub-custodian or agent,
the Custodian shall be without liability to the Fund for any loss, liability,
claim or expense resulting from or caused by: (i) events or circumstances beyond
the reasonable control of the Custodian or any sub-custodian or Securities
System or any agent or nominee of any of the foregoing, including, without
limitation, nationalization or expropriation, imposition of currency controls or
restrictions, the interruption, suspension or restriction of trading on or the
closure of any securities markets, power or other mechanical or technological
failures or interruptions, computer viruses or communications disruptions, acts
of war or terrorism, riots, revolutions, work stoppages, natural disasters or
other similar events or acts; (ii) errors by the Fund or its investment advisor
in their instructions to the Custodian provided such instructions have been
given in accordance with this Contract; (iii) the insolvency of or acts or
omissions by a Securities System; (iv) any delay or failure of any broker, agent
or intermediary, central bank or other commercially prevalent payment or
clearing system to deliver to the Custodian's sub-custodian or agent securities
purchased or in the remittance of payment made in connection with securities
sold; (v) any delay or failure of any company, corporation, or other body in
charge of registering or transferring securities in the name of the Custodian,
the Fund, the Custodian's sub-custodians, nominees or agents or any
consequential losses arising out of such delay or failure to transfer such
securities including non-receipt of bonus, dividends and rights and other
accretions or benefits; (vi) delays or inability to
<PAGE>
perform its duties due to any disorder in market infrastructure with respect to
any particular security or Securities System; and (vii) any provision of any
present or future law or regulation or order of the United States, or any other
country, or political subdivision thereof or of any court of competent
jurisdiction.
The Custodian shall be liable for the acts or omissions of a foreign
banking institution appointed pursuant to the provisions of Article 3 to the
same extent as set forth in Article 1 hereof with respect to sub-custodians
located in the United States (except as specifically provided in Section 3.10)
and, regardless of whether assets are maintained in the custody of a foreign
banking institution, a foreign securities depository or a branch of a U.S. bank
as contemplated by Section 3.13 hereof, the Custodian shall not be liable for
any loss, damage, cost, expense, liability or claim resulting from, or caused
by, the direction of or authorization by the Fund to maintain custody or any
securities or cash of the Fund in a foreign country including, but not limited
to, losses resulting from nationalization, expropriation, currency restrictions,
or acts of war or terrorism.
If the Fund on behalf of a Portfolio requires the Custodian to take any
action with respect to securities, which action involves the payment of money or
which action may, in the opinion of the Custodian, result in the Custodian or
its nominee assigned to the Fund or the Portfolio being liable for the payment
of money or incurring liability of some other form, the Fund on behalf of the
Portfolio, as a prerequisite to requiring the Custodian to take such action,
shall provide indemnity to the Custodian in an amount and form satisfactory to
the Custodian.
If the Fund requires the Custodian, its affiliates, subsidiaries or
agents, to advance cash or securities for any purpose (including, but not
limited to, securities settlements, the purchase or sale of foreign exchange or
of contracts for foreign exchange, and assumed settlement) for the benefit of a
Portfolio, or in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Contract, except such as may arise from
its or its nominee's own negligent action, negligent failure to act or willful
misconduct, any property at any time held for the account of the applicable
Portfolio shall be security therefor and should the Fund fail to repay the
Custodian promptly, the Custodian shall be entitled to utilize available cash
and to dispose of such Portfolio's assets to the extent necessary to obtain
reimbursement.
14. Effective Period, Termination and Amendment
This Contract shall become effective as of the date of its execution,
shall continue in full force and effect until terminated as hereinafter
provided, may be amended at any time by mutual agreement of the parties hereto
and may be terminated by either party by an instrument in writing delivered or
mailed, postage prepaid to the other party, such termination to take effect
<PAGE>
not sooner than thirty (30) days after the date of such delivery or mailing;
provided, however that the Custodian shall not with respect to a Portfolio act
under Section 2.10 hereof in the absence of receipt of an initial certificate of
the Secretary or an Assistant Secretary that the Board of Directors has approved
the initial use of a particular Securities System by such Portfolio, as required
by Rule 17f-4 under the Investment Company Act and that the Custodian shall not
with respect to a Portfolio act under Section 2.11 hereof in the absence of
receipt of an initial certificate of the Secretary or an Assistant Secretary
that the Board of Directors has approved the initial use of the Direct Paper
System by such Portfolio; provided further, however, that the Fund shall not
amend or terminate this Contract in contravention of any applicable federal or
state regulations, or any provision of the Articles of Incorporation, and
further provided, that the Fund on behalf of one or more of the Portfolios may
at any time by action of the Board of Directors (i) substitute another bank or
trust company for the Custodian by giving notice as described above to the
Custodian or (ii) immediately terminate this Contract in the event of the
appointment of a conservator or receiver for the Custodian by the Comptroller of
the Currency or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund on behalf of each applicable
Portfolio shall pay to the Custodian such compensation as may be due as of the
date of such termination and shall likewise reimburse the Custodian for its
costs, expenses and disbursements.
15. Successor Custodian
If a successor custodian shall be appointed by the Board of Directors, the
Custodian shall, upon termination, deliver to such successor custodian at the
offices of the Custodian, duly endorsed and in the form for transfer, all
securities of each applicable Portfolio then held by it hereunder and shall
transfer to an account of the successor custodian all of the securities of each
such Portfolio held in a Securities System. If no such successor custodian shall
be appointed, the Custodian shall, in like manner, upon receipt of a certified
copy of a vote of the Board of Directors, deliver at the office of the Custodian
and transfer such securities, funds and other properties in accordance with such
vote. In the event that no written order designating a successor custodian or
certified copy of a vote of the Board of Directors shall have been delivered to
the Custodian on or before the date when such termination shall become
effective, then the Custodian shall have the right to deliver to a bank or trust
company, which is a "bank" as defined in the Investment Company Act, doing
business in Boston, Massachusetts, or New York, New York, of its own selection,
having an aggregate capital, surplus, and undivided profits, as shown by its
last published report, of not less than $200,000,000, all securities, funds and
other properties held by the Custodian on behalf of each applicable Portfolio
and all instruments held by the Custodian relative thereto and all other
property held by it under this Contract on behalf of each applicable Portfolio
and to transfer to an account of such successor
<PAGE>
custodian all of the securities of each such Portfolio held in any Securities
System. Thereafter, such bank or trust company shall be the successor of the
Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to or of
the Board of Directors to appoint a successor custodian, the Custodian shall be
entitled to fair compensation for its services during such period as the
Custodian retains possession of such securities, funds and other properties and
the provisions of this Contract relating to the duties and obligations of the
Custodian shall remain in full force and effect.
16. Interpretive and Additional Provisions
In connection with the operation of this Contract, the Custodian and the
Fund on behalf of each of the Portfolios may from time to time agree on such
provisions interpretive of or in addition to the provisions of this Contract as
may in their joint opinion be consistent with the general tenor of this
Contract. Any such interpretive or additional provisions shall be in a writing
signed by both parties and shall be annexed hereto, provided that no such
interpretive or additional provisions shall contravene any applicable federal or
state regulations or any provision of the Articles of Incorporation. No
interpretive or additional provisions made as provided in the preceding sentence
shall be deemed to be an amendment of this Contract.
17. Additional Funds
In the event that the Fund establishes one or more series of Shares in
addition to INVESCO Worldwide Emerging Markets Fund and INVESCO Emerging Growth
Fund with respect to which it desires to have the Custodian render services as
custodian under the terms hereof, it shall so notify the Custodian in writing,
and if the Custodian agrees in writing to provide such services, such series of
Shares shall become a Portfolio hereunder.
18. Massachusetts Law to Apply
This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.
<PAGE>
19. Prior Contracts
This Contract supersedes and terminates, as of the date hereof, the
Original Agreement and any other prior contracts between the Fund and the
Custodian relating to the custody of the assets of the Portfolio(s).
20. Shareholder Communications Election
SEC Rule 14b-2 requires banks which hold securities for the account of
customers to respond to requests by issuers of securities for the names,
addresses and holdings of beneficial owners of securities of that issuer held by
the bank unless the beneficial owner has expressly objected to disclosure of
this information. In order to comply with the rule, the Custodian needs the Fund
to indicate whether it authorizes the Custodian to provide the Fund's name,
address, and share position to requesting companies whose securities the Fund
owns. If the Fund tells the Custodian "no", the Custodian will not provide this
information to requesting companies. If the Fund tells the Custodian "yes" or
does not check either "yes" or "no" below, the Custodian is required by the rule
to treat the Fund as consenting to disclosure of this information for all
securities owned by the Fund or any funds or accounts established by the Fund.
For the Fund's protection, the Rule prohibits the requesting company from using
the Fund's name and address for any purpose other than corporate communications.
Please indicate below whether the Fund consents or objects by checking one of
the alternatives below.
YES [ ] The Custodian is authorized to release the Fund's name,
address, and share positions.
NO [X] The Custodian is not authorized to release the Fund's name,
address, and share positions.
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of August 31, 1995.
INVESCO EMERGING OPPORTUNITY FUNDS, INC.
By: /s/ Glen A. Payne
------------------------------
Name: Glen A. Payne
------------------------------
Title: Secretary
------------------------------
STATE STREET BANK AND TRUST COMPANY
By: /s/ Ronald E. Logue
------------------------------
Name: Ronald E. Logue
------------------------------
Title: Executive Vice President
------------------------------
<PAGE>
SCHEDULE A
STATE STREET BANK AND TRUST COMPANY
GLOBAL CUSTODY NETWORK
FOR MUTUAL FUND CLIENTS
JUNE 1995
Country Subcustodian Central Depository
Argentina Citibank, N.A. Caja de Valores S.A.
Australia Westpac Banking Austraclear Limited;
Corporation
Reserve Bank Information
and Transfer System
(RITS)
Austria GiroCredit Bank Oesterreichische
Aktiengesellschaft der Kontrollbank AG
Sparkassen (Wertpapiersammelbank
Division)
Bangladesh Standard Chartered Bank None
Belgium Generale Bank Caisse
Interprofessionnelle de
Depots et de Virements de
Titres S.A. (CIK)
Banque Nationale de
Belgique
Botswana Barclays Bank of None
Botswana
Limited
Brazil Citibank, N.A. Bolsa de Valores de Sno
Paulo (Bovespa);
Banco Central do Brasil,
Systema Especial de
LiquidaHao e Custodia
(SELIC)
Canada Canada Trustco Mortgage The Canadian Depository
Company for Securities Limited
(CDS)
Chile Citibank, N.A. None
People's Republic The Hongkong and Shanghai Securities
of China Shanghai Banking Central Clearing and
Corporation Limited, Registration Corporation
Shanghai and Shenzhen (SSCCRC);
branches
Shenzhen Securities
Registrars Co., Ltd. and
its designated agent
banks
<PAGE>
SCHEDULE A
STATE STREET BANK AND TRUST COMPANY
GLOBAL CUSTODY NETWORK
FOR MUTUAL FUND CLIENTS
JUNE 1995
Country Subcustodian Central Depository
Colombia Cititrust Colombia None
S.A.
Sociedad Fiduciaria
Cyprus Barclays Bank PLC None
Czech Republic Ceskoslovenska Stredisko cennych
Obchodni papiru (SCP);
Czech National Bank
(CNB)
Denmark Den Danske Bank Vaerdipapircentralen -
The Danish Securities
Center (VP)
Egypt National Bank of Egypt None
Finland Merita Bank Limited The Central Share
Register of Finland
France Banque Paribas Societe
Interprofessionnelle
pour la Compensation
des Valeurs MobiliPres
(SICOVAM);
Banque de France,
Saturne System
Germany BHF - Bank The Deutscher
Aktiengesellschaft Kassenverein AG
Ghana Barclays Bank of Ghana None
Limited
Greece National Bank of The Central Securities
Greece S.A. Depository
(Apothetirion Titlon
A.E.)
Hong Kong Standard Chartered The Central Clearing
Bank and Settlement System
(CCASS)
Hungary Citibank Budapest Rt. The Central Depository
and Clearing House
(Budapest) Ltd. (KELER
Ltd.)
<PAGE>
SCHEDULE A
STATE STREET BANK AND TRUST COMPANY
GLOBAL CUSTODY NETWORK
FOR MUTUAL FUND CLIENTS
JUNE 1995
Country Subcustodian Central Depository
India Deutsche Bank AG None
Indonesia Standard Chartered None
Bank
Ireland Bank of Ireland None;
The Central Bank of
Ireland,
The Gilt Settlement
Office (GSO)
Israel Bank Hapoalim B.M. The Clearing House of
the Tel Aviv Stock
Exchange
Italy Morgan Guaranty Trust Monte Titoli S.p.A.;
Company
Banca d'Italia
Japan The Daiwa Bank, Japan Securities
Limited Depository Center
(JASDEC);
Bank of Japan Net
System
The Sumitomo Trust & Japan Securities
Banking Co., Ltd. Depository Center
(JASDEC);
Bank of Japan Net
System
Jordan The British Bank of None
the Middle East
Kenya Barclays Bank of Kenya None
Limited
Republic of Korea SEOULBANK Korea Securities
Depository (KSD)
Malaysia Standard Chartered Malaysian Central
Bank Malaysia Berhad Depository Sdn. Bhd.
(MCD)
Mauritius The Hongkong and None
Shanghai Banking
<PAGE>
SCHEDULE A
STATE STREET BANK AND TRUST COMPANY
GLOBAL CUSTODY NETWORK
FOR MUTUAL FUND CLIENTS
JUNE 1995
Country Subcustodian Central Depository
Mexico Citibank Mexico, S.A. S.D. INDEVAL, S.A. de
C.V. (Instituto para
el Deposito de
Valores);
Banco de Mexico
Morocco Banque Commerciale du None
Maroc
Netherlands MeesPierson N.V. Nederlands Centraal
Instituut voor Giraal
Effectenverkeer B.V.
(NECIGEFK)
New Zealand ANZ Banking Group Austraclear Limited
(New Zealand) Limited
The Reserve Bank of
New Zealand,
Austraclear NZ
Norway Christiania Bank og Verdipapirsentralen -
Kreditkasse The Norwegian Registry
of Securities (VPS)
Pakistan Deutsche Bank AG None
Peru Citibank, N.A. Caja de Valores
(CAVAL)
Philippines Standard Chartered None
Bank
Poland Citibank Poland S.A. The National
Depository of
Securities (Centrum
Krajowego Depozytu
Papier\w
Wartosciowych)
Portugal Banco Comercial Central de Valores
Portugues Mobiliarios (Central)
Singapore The Development Bank The Central Depository
of Singapore Ltd. (Pte) Limited (CDP)
<PAGE>
SCHEDULE A
STATE STREET BANK AND TRUST COMPANY
GLOBAL CUSTODY NETWORK
FOR MUTUAL FUND CLIENTS
JUNE 1995
Country Subcustodian Central Depository
Slovak Republic Ceskoslovenska Stredisko cennych
Obchodna Banka A.S. papierov (SCP);
National Bank of
Slovakia
South Africa Standard Bank of None
South Africa Limited
Spain Banco Santander, S.A. Servicio de
Compensacion y
Liquidacion de
Valores, S.A. (SCLV);
Banco de Espana,
Anotaciones en Cuenta
Sri Lanka The Hongkong and Central Depository
Shanghai Banking System (Pvt) Limited
Corporation Limited
Swaziland Barclays Bank of None
Swaziland Limited
Sweden Skandinaviska Enskilda Vardepapperscentralen
Banken VPC AB, The Swedish
Central Securities
Depository
Switzerland Union Bank of Schweizerische
Switzerland Effekten - Giro AG
(SEGA)
Taiwan - R.O.C. Central Trust of China The Taiwan Securities
Central Depository
Company, Ltd. (TSCD)
Thailand Standard Chartered Thailand Securities
Bank Depository Company
Limited (TSD)
Turkey Citibank, N.A. Istanbul Stock
Exchange Settlement
and Custody Co., Inc.
(I.M.K.B. Takas ve
Saklama A.S.)
<PAGE>
SCHEDULE A
STATE STREET BANK AND TRUST COMPANY
GLOBAL CUSTODY NETWORK
FOR MUTUAL FUND CLIENTS
JUNE 1995
Country Subcustodian Central Depository
United Kingdom State Street Bank and None;
Trust Company
The Bank of England,
The Central Gilts
Office (CGO);
The Central
Moneymarkets Office
(CMO)
Uruguay Citibank, N.A. None
Venezuela Citibank, N.A. None
Zambia Barclays Bank of None
Zambia Limited
Zimbabwe Barclays Bank of None
Zimbabwe Limited
Euroclear (The Euroclear System)/State Street London Limited
Cedel (Cedel Bank societe anonyme)/State Street London Limited
Exhibit 9(a)
AMENDMENT
to
FEE SCHEDULE
for
Services Pursuant to Transfer Agency Agreement, dated December 31, 1991,
between INVESCO Emerging Opportunity Funds, Inc. (the "Fund") and INVESCO Funds
Group, Inc. as Transfer Agent (the "Agreement").
The following fee schedule shall apply to the INVESCO Worldwide Emerging
Markets Fund series of the Fund:
Account Maintenance Charges. Fees are based on an annual charge set forth
below per shareholder account or omnibus account participant for account
maintenance, as described in the Agreement. This charge, in the amount of $14.00
per shareholder account per year, or in the case of omnibus accounts that are
invested in the Fund $14.00 per participant in such accounts per year, is
billable monthly at the rate of one-twelfth (1/12) of the annual fee. A charge
is made for an account in the month that it opens or closes, as well as in each
month which the account remains open, regardless of the account balance.
Expenses. The Fund shall not be liable for reimbursement to the Transfer
Agent of expenses incurred by it in the performance of services pursuant to the
Agreement, provided, however, that nothing herein or in the Agreement shall be
construed as affecting in any manner any obligations assumed by the Fund with
respect to expense payment or reimbursement pursuant to a separate written
agreement between the Fund and the Transfer Agent or any affiliate thereof.
Effective this 11th day of July, 1995.
INVESCO EMERGING OPPORTUNITY FUNDS, INC.
By: /s/ Dan J. Hesser
------------------------
Dan J. Hesser, President
ATTEST:
/s/ Glen A. Payne
- ------------------------
Glen A. Payne, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Ronald L. Grooms
------------------------
Ronald L. Grooms,
Senior Vice President
ATTEST:
/s/ Glen A. Payne
- ------------------------
Glen A. Payne, Secretary
Exhibit 9(b)
Amendment to Administrative Services Agreement
This is an Amendment to the Administrative Services Agreement, dated
December 31, 1991 (the "Agreement"), made and entered into between INVESCO
Emerging Opportunity Funds, Inc., a Maryland corporation formerly known as
Financial Small Cap Emerging Growth Fund, Inc. (the "Fund"), and INVESCO Funds
Group, Inc., a Delaware corporation (the "INVESCO"), as of the 11th day of July,
1995.
WHEREAS, prior to July 7, 1995, the Fund had one authorized class of
capital stock designated as the INVESCO Emerging Growth Fund; and
WHEREAS, effective July 7, 1995, the Fund established and designated an
additional class of capital stock known as the INVESCO Worldwide Emerging
Markets Fund; and
WHEREAS, the Fund desires to have INVESCO perform certain administrative,
sub- accounting and record keeping services with respect to the INVESCO
Worldwide Emerging Markets Fund, and INVESCO is willing and able to perform such
services on the terms and conditions set forth in the Agreement, as modified by
this Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained in the Agreement and this Amendment, the parties agree as follows:
1. The terms and conditions of the Agreement shall be applicable to
the INVESCO Worldwide Emerging Markets Fund, as well as any other class of
the Fund that hereafter may be established (the Fund's two classes of
capital stock, together with any additional classes that hereafter may be
established being hereinafter referred to collectively as the "Classes"
and individually as a "Class").
2. Where the context so requires, the references to the Fund in the
Agreement shall be interpreted as referring to each Class of the Fund.
3. Paragraph 5 of the Agreement is hereby amended to read as follows: "For
the services rendered, facilities furnished, and expenses assumed by INVESCO
under this Agreement, the Fund shall pay to INVESCO a $10,000 per year per Class
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 each Class of the Fund, as
determined by a valuation made in accordance with the Fund's procedure for
calculating the net asset value of each Class as described in the Fund's
Prospectuses 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 daily net assets of each Class as so determined. During
any period when the determination of the net asset value of a Class is suspended
by the directors of the Fund, the net asset value of a share of that Class 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."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Agreement as of the 11th day of July, 1995.
INVESCO Emerging Opportunity Funds, Inc.
By: /s/ Dan J. Hesser
---------------------------
Dan J. Hesser, President
INVESCO Funds Group, Inc.
By: /s/ Ronald L. Grooms
---------------------------
Ronald L. Grooms, Senior Vice President
Exhibit 11
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 6 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated June 30, 1995, relating to the financial
statements and financial highlights appearing in the May 31, 1995 Annual Report
to Shareholders of INVESCO Emerging Growth Fund (constituting the INVESCO
Emerging Opportunity Funds, Inc.) which is also incorporated by reference into
the Registration Statement. We also consent to the references to us under the
heading "Financial Highlights" in the Prospectus and under the headings
"Independent Accountants" and "Financial Statements" in the Statement of
Additional Information
Price Waterhouse LLP
/s/ Price Waterhouse LLP
- ---------------------------
Denver, Colorado
September 5, 1995
Exhibit 15
AMENDMENT OF PLAN AND AGREEMENT OF DISTRIBUTION
PURSUANT TO RULE 12B-1
This Amendment of Plan and Agreement of Distribution Pursuant to Rule
12b-1 (this "Amendment") is entered into as of the 19th day of July, 1995, by
and between INVESCO Emerging Opportunity Funds, Inc., a Maryland corporation
formerly known as Financial Small Cap Emerging Growth Fund, Inc. (the
"Company"), and INVESCO Funds Group, Inc., a Delaware corporation ("INVESCO").
WHEREAS, the Company and INVESCO have entered into a Plan and Agreement of
Distribution Pursuant to Rule 12b-1, dated as of December 31, 1991 (the "Plan
and Agreement"); and
WHEREAS, prior to July 7, 1995, the Company had one authorized class of
capital stock designated as the INVESCO Emerging Growth Fund; and
WHEREAS, effective July 7, 1995, the Company established and designated an
additional class of capital stock known as the INVESCO Worldwide Emerging
Markets Fund; and
WHEREAS, the Company desires to finance the distribution of shares of the
INVESCO Worldwide Emerging Markets Fund in accordance with the Plan and
Agreement, and INVESCO desires to perform services on behalf of the INVESCO
Worldwide Emerging Markets Fund in accordance with the Plan and Agreement, as
modified by this Amendment; and
WHEREAS, the Plan and Agreement may be amended provided that all material
amendments to the Plan and Agreement are approved by the vote of the board of
directors of the Company, including a majority of the Disinterested Directors,
cast in person at a meeting called for the purpose of voting on such amendment
and, provided further, that the Plan may not be amended to increase the amount
to be spent by a fund thereunder without approval of a majority of the
outstanding voting securities of that fund; and
WHEREAS, the Company has determined to amend the Plan, and the Company and
INVESCO have mutually determined to amend the Agreement, in the manner set forth
in this Amendment, and such amendments were approved by the vote of the board of
directors of the Company, including a majority of the Disinterested Directors,
cast in person at meetings held on April 19, 1995 (with respect to the
amendments adding the INVESCO Worldwide Emerging Markets Fund as an additional
class of capital stock) and July 19, 1995 (with respect to the remaining
amendments), called for the purpose of voting on such amendments; and
<PAGE>
WHEREAS, the Company has determined that the amendments to the Plan
contained in this Amendment will not increase the amount to be spent by any fund
under the Plan, and therefore do not require the approval of a majority of the
outstanding voting securities of any fund;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained in the Plan and Agreement and this Amendment, the parties agree as
follows:
1. All capitalized terms used in this Amendment, unless otherwise defined,
shall have the meanings assigned to them in the Plan and Agreement.
2. The Company hereby adopts the amendments to the Plan set forth below,
and the Company and INVESCO hereby agree to the amendments to the Agreement set
forth below.
3. The terms and conditions of the Plan and Agreement shall be applicable
to the INVESCO Worldwide Emerging Markets Fund, as well as any other class of
the Company that hereafter may be established (the Company's two classes of
capital stock, together with any additional classes that hereafter may be
established being hereinafter referred to collectively as the "Funds" and
individually as a "Fund").
4. Where the context so requires, the references to the Company in the
Plan and Agreement shall be interpreted as referring to each Fund.
5. Section 2 of the Plan and Agreement is hereby amended to read as
follows:
Subject to the supervision of the board of directors, the Company hereby
retains INVESCO to promote the distribution of shares of each of the Funds
by providing services and engaging in activities beyond those specifically
required by the Distribution Agreement between the Company and INVESCO and
to provide related services. The activities and services to be provided by
INVESCO hereunder shall include one or more of the following: (a) the
payment of compensation (including trail commissions and incentive
compensation) to securities dealers, financial institutions and other
organizations, which may include INVESCO-affiliated companies, that render
distribution and administrative services in connection with the
distribution of the shares of each of the Funds; (b) the printing and
distribution of reports and prospectuses for the use of potential
investors in each Fund; (c) the preparing and distributing of sales
literature; (d) the providing of advertising and engaging in other
promotional activities, including direct mail solicitation, and
television, radio, newspaper and other media advertisements; and (e) the
providing of such other services and activities as may from time to time
be agreed upon by the Company. Such reports and prospectuses, sales
literature, advertising and promotional activities
<PAGE>
and other services and activities may be prepared and/or conducted either
by INVESCO's own staff, the staff of INVESCO-affiliated companies, or
third parties.
6. Section 4 of the Plan and Agreement is hereby amended to read as
follows:
Each Fund is hereby authorized to expend, out of its assets, on a monthly
basis, and shall reimburse INVESCO to such extent, for INVESCO's actual
direct expenditures incurred over a rolling twelve-month period (or the
rolling twenty-four month period specified below) in engaging in the
activities and providing the services specified in paragraph (2) above, an
amount computed at an annual rate of .25 of 1% of the average daily net
assets of the Fund during the month. INVESCO shall not be entitled
hereunder to reimbursement for overhead expenses (overhead expenses
defined as customary overhead not including the costs of INVESCO's
personnel whose primary responsibilities involve marketing of the INVESCO
Funds). Payments by a Fund hereunder, for any month, may be made only with
respect to: (a) expenditures incurred by INVESCO during the rolling
twelve-month period in which that month falls, or (b) to the extent
permitted by applicable law, for any month during the first twenty-four
months following a Fund's commencement of operations, expenditures
incurred by INVESCO during the rolling twenty-four month period in which
that month falls, and any expenditures incurred in excess of the
limitations described above are not reimbursable. No Fund shall be
authorized to expend, for any month, a greater amount out of its assets to
reimburse INVESCO for expenditures incurred during the rolling twenty-four
month period referred to above than it would otherwise be authorized to
expend out of its assets to reimburse INVESCO for expenditures incurred
during the rolling twelve month period referred to above. No payments will
be made by the Company hereunder after the date of termination of the Plan
and Agreement.
7. The third and fourth sentences of Paragraph 7 of the Plan and
Agreement are hereby amended to read as follows:
The Plan may be terminated at any time as to any Fund, without penalty, by
the vote of a majority of the Disinterested Directors or by the vote of a
majority of the outstanding voting securities of that Fund. INVESCO, or
the Company, by vote of a majority of the Disinterested Directors or of
the holders of a majority of the outstanding voting securities of the
Fund, may terminate the Agreement under this Plan as to such Fund, without
penalty, upon 30 days' written notice to the other party.
<PAGE>
8. The first sentence of Paragraph 9 of the Plan and Agreement is
hereby amended to read as follows:
This Plan may not be amended to increase the amount to be spent by a Fund
hereunder without approval of a majority of the outstanding voting
securities of that Fund.
9. Except to the extent modified by this Amendment, the Plan and
Agreement shall remain in full force and effect.
10. This Amendment shall become effective with respect to the INVESCO
Worldwide Emerging Markets Fund as of the date it is approved by a
majority of the outstanding voting securities of that Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the
Plan and Agreement as of the. day and year first above written.
INVESCO Emerging Opportunity Funds, Inc.
By: /s/ Dan J. Hesser
---------------------------
Dan J. Hesser, President
ATTEST:
/s/ Glen A. Payne
- --------------------------
Glen A. Payne, Secretary
(CORPORATE SEAL)
INVESCO Funds Group, Inc.
By: /s/ Ronald L. Grooms
--------------------------
Ronald L. Grooms, Senior Vice
President
ATTEST:
/s/ Glen A. Payne
- --------------------------
Glen A. Payne, Secretary
(CORPORATE SEAL)
