TRANSFER AGENCY AGREEMENT
AGREEMENT made as of this 28th day of February, 1997, between INVESCO
STRATEGIC PORTFOLIOS, 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 X. Xxxxx
Xxxxxx, Xxxxxx, XX 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 Strategic Portfolios, 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 STRATEGIC PORTFOLIOS, 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 January
31, 1997, between INVESCO Strategic Portfolios, 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 STRATEGIC PORTFOLIOS, 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
