Aim Combination Stock & Bond Funds Sample Contracts

RECITALS
Agreement • April 29th, 2004 • Aim Combination Stock & Bond Funds
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ARTICLE I
Sub-Advisory Agreement • September 28th, 1999 • Invesco Combination Stock & Bond Funds Inc • Colorado
AMENDMENT NO. 1 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • April 29th, 2005 • Aim Combination Stock & Bond Funds
AGREEMENT AND DECLARATION OF TRUST OF AIM COMBINATION STOCK & BOND FUNDS
Agreement and Declaration • April 29th, 2004 • Aim Combination Stock & Bond Funds
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
Invesco Multiple Asset Funds Inc • November 24th, 1997

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.

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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.

WITNESSETH:
Funds Transfer Agreement • January 30th, 2002 • Invesco Combination Stock & Bond Funds Inc • Massachusetts
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”).

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:

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. 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:

AMENDMENT NO. 10 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 name change of the AIM Basic Value II Fund to the AIM Select Basic Value Fund.

AMENDMENT NO. 4 TO MASTER CUSTODIAN CONTRACT
Master Custodian Contract • November 30th, 2004 • Aim Combination Stock & Bond Funds

THIS AMENDMENT TO MASTER CUSTODIAN CONTRACT is dated as of September 8, 2004, by and between State Street Bank and Trust Company (the “Custodian”) and each investment company set forth on Appendix A hereto (each such entity referred to herein as a “Fund”, and any series of a Fund, a “Portfolio”).

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