TRANSFER AGENCY AGREEMENT
AGREEMENT made as of this 28th day of February, 1997, between INVESCO
MULTIPLE ASSET FUNDS, INC., a Maryland corporation, having its principal office
and place of business at 0000 Xxxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000
(hereinafter referred to as the "Fund") and INVESCO FUNDS GROUP, INC., a
Delaware corporation, having its principal place of business at 0000 Xxxx Xxxxx
Xxxxxx, Xxxxxx, Xxxxxxxx 00000 (hereinafter referred to as the "Transfer
Agent").
WITNESSETH:
That for and in consideration of mutual promises hereinafter set forth, the
Fund and the Transfer Agent agree as follows:
1. Definitions. Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have the
following meanings:
(a) "Authorized Person" shall be deemed to include the President,
any Vice President, the Secretary, Treasurer, or any other
person, whether or not any such person is an officer or
employee of the Fund, duly authorized to give Oral
Instructions and Written Instructions on behalf of the
Fund as indicated in a certification as may be received
by the Transfer Agent from time to time;
(b) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent, which is actually
received by the Transfer Agent and signed on behalf of the
Fund by any two officers thereof;
(c) "Commission" shall have the meaning given it in
the 1940 Act;
(d) "Custodian" refers to the custodian of all of the
securities and other moneys owned by the Fund;
(e) "Oral Instructions" shall mean verbal instructions actually
received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person;
(f) "Prospectus" shall mean the currently effective
prospectus relating to the Fund's Shares
registered under the Securities Act of 1933;
(g) "Shares" refers to the shares of common stock,
$.01 par value, of the Fund;
(h) "Shareholder" means a record owner of Shares;
(i) "Written Instructions" shall mean a written communication
actually received by the Transfer Agent where the receiver is
able to verify with a reasonable degree of certainty the
authenticity of the sender of such communication; and
(j) The "1940 Act" refers to the Investment Company Act of 1940
and the Rules and Regulations thereunder, all as amended from
time to time.
2. Representation of Transfer Agent. The Transfer Agent does hereby
represent and warrant to the Fund that it has an effective
registration statement on SEC Form TA-1 and, accordingly, has duly
registered as a transfer agent as provided in Section 17A(c) of the
Securities Exchange Act of 1934.
3. Appointment of the Transfer Agent. The Fund hereby
appoints and constitutes the Transfer Agent as transfer
agent for all of the Shares of the Fund authorized as
of the date hereof, and the Transfer Agent accepts such
appointment and agrees to perform the duties herein set
forth. If the board of directors of the Fund hereafter
reclassifies the Shares, by the creation of one or more
additional series or otherwise, the Transfer Agent
agrees that it will act as transfer agent for the
Shares so reclassified on the terms set forth herein.
4. Compensation.
(a) The Fund will initially compensate the Transfer Agent for its
services rendered under this Agreement in accordance with the
fees set forth in the Fee Schedule annexed hereto and
incorporated herein.
(b) The parties hereto will agree upon the
compensation for acting as transfer agent for any
series of Shares hereafter designated and
established at the time that the Transfer Agent
commences serving as such for said series, and
such agreement shall be reflected in a Fee
Schedule for that series, dated and signed by an
authorized officer of each party hereto, to be
attached to this Agreement.
(c) Any compensation agreed to hereunder may be adjusted from
time to time by attaching to this Agreement a revised Fee
Schedule, dated and signed by an authorized officer of each
party hereto, and a certified copy of the resolution of the
board of directors of the Fund authorizing such revised Fee
Schedule.
(d) The Transfer Agent will xxxx the Fund as soon as practicable
after the end of each calendar month, and said xxxxxxxx will
be detailed in accordance with the Fee Schedule for the Fund.
The Fund will promptly pay to the Transfer Agent the amount of
such billing.
5. Documents. In connection with the appointment of the
Transfer Agent, the Fund shall, on or before the date
this Agreement goes into effect, file with the Transfer
Agent the following documents:
(a) A certified copy of the Articles of Incorporation
of the Fund, including all amendments thereto, as
then in effect;
(b) A certified copy of the Bylaws of the Fund, as
then in effect;
(c) Certified copies of the resolutions of the board
of directors authorizing this Agreement and
designating Authorized Persons to give
instructions to the Transfer Agent;
(d) A specimen of the certificate for Shares of the Fund in the
form approved by the board of directors, with a certificate of
the Secretary of the Fund as to such approval;
(e) All account application forms and other documents
relating to Shareholder accounts;
(f) A certified list of Shareholders of the Fund with
the name, address and tax identification number of
each Shareholder, and the number of Shares held by
each, certificate numbers and denominations (if
any certificates have been issued), lists of any
accounts against which stops have been placed,
together with the reasons for said stops, and the
number of Shares redeemed by the Fund;
(g) Copies of all agreements then in effect between
the Fund and any agent with respect to the
issuance, sale, or cancellation of Shares; and
(h) An opinion of counsel for the Fund with respect to
the validity of the Shares.
6. Further Documentation. The Fund will also furnish from
time to time the following documents:
(a) Each resolution of the board of directors
authorizing the original issue of Shares;
(b) Each Registration Statement filed with the
Commission, and amendments and orders with respect
thereto, in effect with respect to the sale of
Shares of the Fund;
(c) A certified copy of each amendment to the Articles
of Incorporation and the Bylaws of the Fund;
(d) Certified copies of each resolution of the board
of directors designating Authorized Persons to
give instructions to the Transfer Agent;
(e) Certificates as to any change in any officer,
director, or Authorized Person of the Fund;
(f) Specimens of all new certificates for Shares
accompanied by the Fund's resolutions of the board
of directors approving such forms; and
(g) Such other certificates, documents or opinions as may mutually
be deemed necessary or appropriate for the Transfer Agent in
the proper performance of its duties.
7. Certificates for Shares and Records Pertaining Thereto.
(a) At the expense of the Fund, the Transfer Agent
shall maintain an adequate supply of blank share
certificates to meet the Transfer Agent's
requirements therefor. Such share certificates
shall be properly signed by facsimile. The Fund
agrees that, notwithstanding the death,
resignation, or removal of any officer of the Fund
whose signature appears on such certificates, the
Transfer Agent may continue to countersign
certificates which bear such signatures until
otherwise directed by the Fund.
(b) The Transfer Agent agrees to prepare, issue and mail
certificates as requested by the Shareholders for Shares of
the Fund in accordance with the instructions of the Fund and
to confirm such issuance to the Shareholder and the Fund or
its designee.
(c) The Fund hereby authorizes the Transfer Agent to
issue replacement share certificates in lieu of
certificates which have been lost, stolen or
destroyed, without any further action by the board
of directors or any officer of the Fund, upon
receipt by the Transfer Agent of properly executed
affidavits or lost certificate bonds, in form
satisfactory to the Transfer Agent, with the Fund
and the Transfer Agent as obligees under any such
bond.
(d) The Transfer Agent shall also maintain a record of each
certificate issued, the number of Shares represented thereby
and the holder of record. The Transfer Agent shall further
maintain a stop transfer record on lost and/or replaced
certificates.
(e) The Transfer Agent may establish such additional rules and
regulations governing the transfer or registration of
certificates for Shares as it may deem advisable and
consistent with such rules and regulations generally adopted
by transfer agents.
8. Sale of Fund Shares.
(a) Whenever the Fund or its authorized agent shall
sell or cause to be sold any Shares, the Fund or
its authorized agent shall provide or cause to be
provided to the Transfer Agent information
including: (i) the number of Shares sold, trade
date, and price; (ii) the amount of money to be
delivered to the Custodian for the sale of such
Shares; (iii) in the case of a new account, a new
account application or sufficient information to
establish an account.
(b) The Transfer Agent will, upon receipt by it of a
check or other payment identified by it as an
investment in Shares of the Fund and drawn or
endorsed to the Transfer Agent as agent for, or
identified as being for the account of, the Fund,
promptly deposit such check or other payment to
the appropriate account postings necessary to
reflect the investment. The Transfer Agent will
notify the Fund, or its designee, and the
Custodian of all purchases and related account
adjustments.
(c) Upon receipt of the notification required under paragraph
(a) hereof and the notification from the Custodian that such
money has been received by it, the Transfer Agent shall issue
to the purchaser or his authorized agent such Shares as he is
entitled to receive, based on the appropriate net asset value
of the Fund's Shares, determined in accordance with applicable
federal law or regulation, as described in the Prospectus for
the Fund. In issuing Shares to a purchaser or his authorized
agent, the Transfer Agent shall be entitled to rely upon the
latest written directions, if any, previously received by the
Transfer Agent from the purchaser or his authorized agent
concerning the delivery of such Shares.
(d) The Transfer Agent shall not be required to issue
any Shares of the Fund where it has received
Written Instructions from the Fund or written
notification from any appropriate federal or state
authority that the sale of the Shares of the Fund
has been suspended or discontinued, and the
Transfer Agent shall be entitled to rely upon such
Written Instructions or written notification.
(e) Upon the issuance of any Shares of the Fund in accordance with
the foregoing provision of this Article, the Transfer Agent
shall not be responsible for the payment of any original issue
or other taxes required to be paid by the Fund in connection
with such issuance.
9. Returned Checks. In the event that any check or other
order for the payment of money is returned unpaid for
any reason, the Transfer Agent will: (i) give prompt
notice of such return to the Fund or its designee; (ii)
place a stop transfer order against all Shares issued
or held on deposit as a result of such check or order;
(iii) in the case of any Shareholder who has obtained
redemption checks, place a stop payment order on the
checking account on which such checks are issued; and
(iv) take such other steps as the Transfer Agent may,
in its discretion, deem appropriate or as the Fund or
its designee may instruct.
10. Redemptions.
(a) Redemptions By Mail or In Person. Shares of the
Fund will be redeemed upon receipt by the Transfer
Agent of: (i) a written request for redemption, signed by each
registered owner exactly as the Shares are registered; (ii)
certificates properly endorsed for any Shares for which
certificates have been issued; (iii) signature guarantees to
the extent required by the Transfer Agent as described in the
Prospectus for the Fund; and (iv) any additional documents
required by the Transfer Agent for redemption by corporations,
executors, administrators, trustees and guardians.
(b) Wire Orders or Telephone Redemptions. The Transfer
Agent will, consistent with procedures which may
be established by the Fund from time to time for
redemption by wire or telephone, upon receipt of
such a wire order or telephone redemption request,
redeem Shares and transmit the proceeds of such
redemption to the redeeming Shareholder as
directed. All wire or telephone redemptions will
be subject to such additional requirements as may
be described in the Prospectus for the Fund. Both
the Fund and the Transfer Agent reserve the right
to modify or terminate the procedures for wire
order or telephone redemptions at any time.
(c) Processing Redemptions. Upon receipt of all
necessary information and documentation relating
to a redemption, the Transfer Agent will issue to
the Custodian an advice setting forth the number
of Shares of the Fund received by the Transfer
Agent for redemption and that such shares are
valid and in good form for redemption. The
Transfer Agent shall, upon receipt of the moneys
paid to it by the Custodian for the redemption of
Shares, pay such moneys to the Shareholder, his
authorized agent or legal representative.
11. Transfers and Exchanges. The Transfer Agent is
authorized to review and process transfers of Shares of
the Fund and to the extent, if any, permitted in the
Prospectus for the Fund, exchanges between the Fund and
other mutual funds advised by INVESCO Funds Group,
Inc., on the records of the Fund maintained by the
Transfer Agent. If Shares to be transferred are
represented by outstanding certificates, the Transfer
Agent will, upon surrender to it of the certificates in
proper form for transfer, and upon cancellation
thereof, countersign and issue new certificates for a
like number of Shares and deliver the same. If the
Shares to be transferred are not represented by
outstanding certificates, the Transfer Agent will, upon
an order therefor by or on behalf of the registered
holder thereof in proper form, credit the same to the
transferee on its books. If Shares are to be exchanged for Shares of
another mutual fund, the Transfer Agent will process such exchange
in the same manner as a redemption and sale of Shares, except that
it may in its discretion waive requirements for information and
documentation.
12. Right to Seek Assurances. The Transfer Agent reserves
the right to refuse to transfer or redeem Shares until
it is satisfied that the requested transfer or
redemption is legally authorized, and it shall incur no
liability for the refusal, in good faith, to make
transfers or redemptions which the Transfer Agent, in
its judgment, deems improper or unauthorized, or until
it is satisfied that there is no basis for any claims
adverse to such transfer or redemption. The Transfer
Agent may, in effecting transfers, rely upon the
provisions of the Uniform Act for the Simplification of
Fiduciary Security Transfers or the Uniform Commercial
Code, as the same may be amended from time to time,
which in the opinion of legal counsel for the Fund or
of its own legal counsel protect it in not requiring
certain documents in connection with the transfer or
redemption of Shares of the Fund, and the Fund shall
indemnify the Transfer Agent for any act done or
omitted by it in reliance upon such laws or opinions of
counsel to the Fund or of its own counsel.
13. Distributions.
(a) The Fund will promptly notify the Transfer Agent
of the declaration of any dividend or
distribution. The Fund shall furnish to the
Transfer Agent a resolution of the board of
directors of the Fund certified by the Secretary
authorizing the declaration of dividends and
authorizing the Transfer Agent to rely on Oral
Instructions or a Certificate specifying the date
of the declaration of such dividend or
distribution, the date of payment thereof, the
record date as of which Shareholders entitled to
payment shall be determined, the amount payable
per share to Shareholders of record as of that
date, and the total amount payable to the Transfer
Agent on the payment date.
(b) The Transfer Agent will, on or before the payable date of any
dividend or distribution, notify the Custodian of the
estimated amount of cash required to pay said dividend or
distribution, and the Fund agrees that, on or before the
mailing date of such dividend or distribution, it shall
instruct the Custodian to place in a dividend disbursing
account funds equal to the cash amount to be paid out. The
Transfer Agent, in accordance with Shareholder instructions,
will calculate, prepare and mail checks to, or (where
appropriate) credit such dividend or distribution to the
account of, Fund Shareholders, and maintain and safeguard all
underlying records.
(c) The Transfer Agent will replace lost checks upon receipt of
properly executed affidavits and maintain stop payment orders
against replaced checks.
(d) The Transfer Agent will maintain all records necessary to
reflect the crediting of dividends which are reinvested in
Shares of the Fund.
(e) The Transfer Agent shall not be liable for any improper
payments made in accordance with the resolution of the board
of directors of the Fund.
(f) If the Transfer Agent shall not receive from the Custodian
sufficient cash to make payment to all Shareholders of the
Fund as of the record date, the Transfer Agent shall, upon
notifying the Fund, withhold payment to all Shareholders of
record as of the record date until such sufficient cash is
provided to the Transfer Agent.
14. Other Duties. In addition to the duties expressly
provided for herein, the Transfer Agent shall perform
such other duties and functions as are set forth in the
Fee Schedules(s) hereto from time to time.
15. Taxes. It is understood that the Transfer Agent shall file such
appropriate information returns concerning the payment of dividends
and capital gain distributions with the proper federal, state and
local authorities as are required by law to be filed by the Fund and
shall withhold such sums as are required to be withheld by
applicable law.
16. Books and Records.
(a) The Transfer Agent shall maintain records showing for each
investor's account the following: (i) names, addresses, tax
identifying numbers and assigned account numbers; (ii) numbers
of Shares held; (iii) historical information regarding
the account of each Shareholder, including dividends
paid and date and price of all transactions on a Shareholder's
account; (iv) any stop or restraining order placed against a
Shareholder's account; (v) information with respect to
withholdings in the case of a foreign account; (vi) any
capital gain or dividend reinvestment order, plan application,
dividend address and correspondence relating to the current
maintenance of a Shareholder's account; (vii) certificate
numbers and denominations for any Shareholders holding
certificates; and (viii) any information required in order for
the Transfer Agent to perform the calculations contemplated or
required by this Agreement.
(b) Any records required to be maintained by Rule
31a-1 under the 1940 Act will be preserved for the
periods prescribed in Rule 31a-2 under the 1940
Act. Such records may be inspected by the Fund at
reasonable times. The Transfer Agent may, at its
option at any time, and shall forthwith upon the
Fund's demand, turn over to the Fund and cease to
retain in the Transfer Agent's files, records and
documents created and maintained by the Transfer
Agent in performance of its services or for its
protection. At the end of the six-year retention
period, such records and documents will either be
turned over to the Fund, or destroyed in
accordance with the Fund's authorization.
17. Shareholder Relations.
(a) The Transfer Agent will investigate all
Shareholder inquiries related to Shareholder
accounts and respond promptly to correspondence
from Shareholders.
(b) The Transfer Agent will address and mail all communications to
Shareholders or their nominees, including proxy material and
periodic reports to Shareholders.
(c) In connection with special and annual meetings of
Shareholders, the Transfer Agent will prepare Shareholder
lists, mail and certify as to the mailing of proxy materials,
process and tabulate returned proxy cards, report on proxies
voted prior to meetings, and certify to the Secretary of the
Fund Shares to be voted at meetings.
18. Reliance by Transfer Agent; Instructions.
(a) The Transfer Agent shall be protected in acting upon any
paper or document believed by it to be genuine and to have
been signed by an Authorized Person and shall not be held to
have any notice of any change of authority of any person until
receipt of written certification thereof from the Fund. It
shall also be protected in processing Share certificates which
it reasonably believes to bear the proper manual or facsimile
signatures of the officers of the Fund and the proper
countersignature of the Transfer Agent.
(b) At any time the Transfer Agent may apply to any
Authorized Person of the Fund for Written
Instructions, and, at the expense of the Fund, may
seek advice from legal counsel for the Fund, with
respect to any matter arising in connection with
this Agreement, and it shall not be liable for any
action taken or not taken or suffered by it in
good faith in accordance with such Written
Instructions or with the opinion of such counsel.
In addition, the Transfer Agent, its officers,
agents or employees, shall accept instructions or
requests given to them by any person representing
or acting on behalf of the Fund only if said
representative is known by the Transfer Agent, its
officers, agents or employees, to be an Authorized
Person. The Transfer Agent shall have no duty or
obligation to inquire into, nor shall the Transfer
Agent be responsible for, the legality of any act
done by it upon the request or direction of
Authorized Persons of the Fund.
(c) Notwithstanding any of the foregoing provisions of
this Agreement, the Transfer Agent shall be under
no duty or obligation to inquire into, and shall
not be liable for: (i) the legality of the issue
or sale of any Shares of the Fund, or the
sufficiency of the amount to be received therefor;
(ii) the legality of the redemption of any Shares
of the Fund, or the propriety of the amount to be
paid therefor; (iii) the legality of the
declaration of any dividend by the Fund, or the
legality of the issue of any Shares of the Fund in
payment of any stock dividend; or (iv) the
legality of any recapitalization or readjustment
of the Shares of the Fund.
19. Standard of Care and Indemnification.
(a) The Transfer Agent may, in connection with this
Agreement, employ agents or attorneys in fact, and
shall not be liable for any loss arising out of or in
connection with its actions under this Agreement so long as it
acts in good faith and with due diligence, and is not
negligent or guilty of any willful misconduct.
(b) The Fund hereby agrees to indemnify and hold
harmless the Transfer Agent from and against any
and all claims, demands, expenses and liabilities
(whether with or without basis in fact or law) of
any and every nature which the Transfer Agent may
sustain or incur or which may be asserted against
the Transfer Agent by any person by reason of, or
as a result of: (i) any action taken or omitted to
be taken by the Transfer Agent in good faith in
reliance upon any Certificate, instrument, order
or stock certificate believed by it to be genuine
and to be signed, countersigned or executed by any
duly Authorized Person, upon the Oral Instructions
or Written Instructions of an Authorized Person of
the Fund or upon the opinion of legal counsel for
the Fund or its own counsel; or (ii) any action
taken or omitted to be taken by the Transfer Agent
in connection with its appointment in good faith
in reliance upon any law, act, regulation or
interpretation of the same even though the same
may thereafter have been altered, changed, amended
or repealed. However, indemnification hereunder
shall not apply to actions or omissions of the
Transfer Agent or its directors, officers,
employees or agents in cases of its own gross
negligence, willful misconduct, bad faith, or
reckless disregard of its or their own duties
hereunder.
20. Affiliation Between Fund and Transfer Agent. It is
understood that the directors, officers, employees,
agents and Shareholders of the Fund, and the officers,
directors, employees, agents and shareholders of the
Fund's investment adviser, INVESCO Funds Group, Inc.
(the "Adviser"), are or may be interested in the
Transfer Agent as directors, officers, employees,
agents, shareholders, or otherwise, and that the
directors, officers, employees, agents or shareholders
of the Transfer Agent may be interested in the Fund as
directors, officers, employees, agents, shareholders,
or otherwise, or in the Adviser as officers, directors,
employees, agents, shareholders or otherwise.
21. Term.
(a) This Agreement shall become effective on February
28, 1997 after approval by vote of a majority (as defined in
the 0000 Xxx) of the Fund's board of directors, including a
majority of the directors who are not interested persons of
the Fund (as defined in the 1940 Act), and shall continue in
effect for an initial term expiring February 28, 1998 and from
year to year thereafter, so long as such continuance is
specifically approved at least annually both: (i) by either
the board of directors or the vote of a majority of the
outstanding voting securities of the Fund; and (ii) by a vote
of the majority of the directors who are not interested
persons of the Fund (as defined in the 0000 Xxx) cast in
person at a meeting called for the purpose of voting upon such
approval.
(b) Either of the parties hereto may terminate this
Agreement by giving to the other party a notice in
writing specifying the date of such termination,
which shall not be less than 60 days after the
date of receipt of such notice. In the event such
notice is given by the Fund, it shall be
accompanied by a resolution of the board of
directors, certified by the Secretary, electing to
terminate this Agreement and designating a
successor transfer agent.
22. Amendment. This Agreement may not be amended or
modified in any manner except by a written agreement
executed by both parties with the formality of this
Agreement, and (i) authorized or approved by the
resolution of the board of directors, including a
majority of the directors of the Fund who are not
interested persons of the Fund as defined in the 1940
Act, or (ii) authorized and approved by such other
procedures as may be permitted or required by the 1940
Act.
23. Subcontracting. The Fund agrees that the Transfer Agent
may, in its discretion, subcontract for certain of the
services to be provided hereunder; provided, however,
that the transfer agent will be liable to the Fund for
any loss arising out of or in connection with the
actions of any subcontractor, if the subcontractor
fails to act in good faith and with due diligence or is
negligent or guilty of any willful misconduct.
24. Miscellaneous.
(a) Any notice and other instrument in writing,
authorized or required by this Agreement to be
given to the Fund or the Transfer Agent, shall be sufficiently
given if addressed to that party and mailed or delivered to it
at its office set forth below or at such other place as it may
from time to time designate in writing.
To the Fund:
INVESCO Multiple Asset Funds, Inc.
Xxxx Xxxxxx Xxx 000000
Xxxxxx, Xxxxxxxx 00000-0000
Attention: Xxx X. Xxxxxx, President
To the Transfer Agent:
INVESCO Funds Group, Inc.
Xxxx Xxxxxx Xxx 000000
Xxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X.Xxxxxx, Senior Vice President
(b) This Agreement shall not be assignable and in the
event of its assignment (in the sense contemplated
by the 1940 Act), it shall automatically
terminate.
(c) This Agreement shall be construed in accordance
with the laws of the State of Colorado.
(d) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be
an original; but such counterparts shall,
together, constitute only one instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers thereunder duly authorized and
their respective corporate seals to be hereunto affixed, as of the day and year
first above written.
INVESCO MULTIPLE ASSET FUNDS, INC.
By: /s/ Xxx X. Xxxxxx
------------------------------------
Xxx X. Xxxxxx,
President
ATTEST:
/s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Xxxxxx X. Xxxxxx,
Senior Vice President
ATTEST:
/s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
FEE SCHEDULE
for
Services Pursuant to Transfer Agency Agreement, dated February 28, 1997,
between INVESCO Multiple Asset Funds, Inc. (the "Fund") and INVESCO Funds Group,
Inc. as Transfer Agent (the "Agreement").
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 $20.00
per shareholder account per year, or in the case of omnibus accounts that are
invested in the Fund, $20.00 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 28th day of February, 1997.
INVESCO MULTIPLE ASSET FUNDS, INC.
By: /s/ Xxx X. Xxxxxx
--------------------------------
Xxx X. Xxxxxx,
President
ATTEST:
/s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx,
ATTEST: Senior Vice President
/s/Xxxx X. Xxxxx
-----------------------
Xxxx X. Xxxxx, Secretary
