Aim Combination Stock & Bond Funds Sample Contracts

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ARTICLE I
Sub-Advisory Agreement • September 28th, 1999 • Invesco Combination Stock & Bond Funds Inc • Colorado
FORM
Investment Advisory Agreement • July 30th, 1999 • Invesco Combination Stock & Bond Funds Inc
ARTICLE I
Sub-Advisory Agreement • November 24th, 1997 • Invesco Multiple Asset Funds Inc • Colorado
AMENDMENT NO. 1 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 29th, 2005 • Aim Combination Stock & Bond Funds
WITNESSETH:
Master Custodian Agreement • January 30th, 2002 • Invesco Combination Stock & Bond Funds Inc • Massachusetts
AGREEMENT AND DECLARATION OF TRUST OF AIM COMBINATION STOCK & BOND FUNDS
Trust Agreement • April 29th, 2004 • Aim Combination Stock & Bond Funds
AMENDMENT NO. 2 TO AGREEMENT AND DECLARATION OF TRUST OF AIM COMBINATION STOCK & BOND FUNDS
Agreement and Declaration of Trust • April 29th, 2005 • Aim Combination Stock & Bond Funds
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MASTER RELATED AGREEMENT TO AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS K SHARES)
Master Related Agreement • November 25th, 2003 • Aim Combination Stock & Bond Funds Inc • Texas
29TH FLOOR 1225 SEVENTEENTH STREET DENVER, COLORADO 80202-5529 TELEPHONE (303) 292-2900 TELECOPIER (303) 292-4510
Legal Opinion • November 24th, 1997 • Invesco Multiple Asset Funds Inc

This is in response to your request for our opinion as to the legality of the registration of an indefinite number of shares of capital stock ($0.01 par value) of INVESCO Multiple Asset Funds, Inc., being registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and the Securities Act of 1933, as amended (Form N-1A). This share registration is being requested pursuant to the provisions of Rule 24f-2 under Section 24(f) of the Investment Company Act of 1940.

AMENDMENT NO. 11 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended to reflect the renaming of each INVESCO Fund by replacing “INVESCO” with “AIM” and further to change the name of INVESCO Core Equity Fund to AIM Core Stock Fund, INVESCO Mid-Cap Growth Fund to AIM Mid Cap Stock Fund and INVESCO U.S. Government Money Fund to Premier U.S. Government Money Portfolio.

AMENDMENT NO. 3 to FEE SCHEDULE for
Fee Schedule Amendment • November 27th, 1996 • Invesco Multiple Asset Funds Inc

Services pursuant to a Transfer Agency Agreement, dated October 20, 1993 between INVESCO Multiple Asset Funds, Inc. (the "Fund") and INVESCO Funds Group, Inc. as Transfer Agent (the "Agreement").

AMENDMENT NO. 8 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended as follows:

TRANSFER AGENCY AND SERVICE AGREEMENT between AIM STOCK FUNDS and AIM INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds • Texas

AGREEMENT made as of the 1st day of July, 2004, by and between AIM Stock Funds, a Delaware statutory trust, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Fund”), and AIM Investment Services, Inc., a Delaware corporation, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Transfer Agent”).

AIM COMBINATION STOCK & BOND FUNDS MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds • Texas

THIS AGREEMENT is made this 25th day of November, 2003, by and between AIM Combination Stock & Bond Funds, a Delaware statutory trust (the “Trust”) with respect to its series of shares shown on the Appendix A attached hereto, as the same may be amended from time to time, and A I M Advisors, Inc., a Delaware corporation (the “Advisor”).

AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended as follows:

AMENDMENT NO. 9 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

AMENDMENT NO. 8 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Combination Stock & Bond Funds

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

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