AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
This is an Amendment to the Investment Advisory Agreement made and
entered into between INVESCO Funds Group, Inc., a Delaware corporation (the
"Adviser"), and INVESCO Multiple Asset Funds, Inc. a Maryland corporation (the
"Fund") as of the 28th day of February, 1997 (the "Agreement").
WHEREAS, effective as of September 10, 1998, the Fund has changed its
name to "INVESCO Flexible Funds, Inc.;" and
WHEREAS, effective as of October 29, 1998, the Fund has changed its
name to "INVESCO Combination Stock & Bond Funds, Inc.;" and
WHEREAS, the Fund and the Adviser are affiliated companies; and
WHEREAS, the Fund desires to add additional breakpoints to the existing
advisory fees that it pays to the Adviser for the management of the Fund's
separate portfolios of investments, the INVESCO Multi-Asset Allocation Fund and
the INVESCO Balanced Fund (each, a "Portfolio");
NOW, THEREFORE, the name of the Fund is "INVESCO Combination Stock &
Bond Funds, Inc.; and
In consideration of the premises and mutual covenants contained in the
Agreement, it is agreed that the first paragraph of the provisions in paragraph
4 of the Agreement entitled "Compensation of the Adviser" is hereby amended to
read as follows:
For the services to be rendered and the charges and expenses
to be assumed by the Adviser hereunder, the Fund shall pay to the
Adviser an advisory fee which will be computed on a daily basis and
paid as of the last day of each month, using for each daily calculation
of the most recently determined net asset value of each Portfolio of
the Fund, as determined by valuations made in accordance with the
Fund's procedure for calculating each Portfolio's net asset value as
described in the Fund's Prospectus and/or Statement of Additional
Information. On an annual basis, the advisory fees applicable to each
Portfolio shall be as follows:
(a) INVESCO Balanced Fund: 0.60% of the first $350 million of the
Portfolio's average net assets, 0.55% of the next $350 million of
the Portfolio's average net assets, 0.50% of the Portfolio's
average net assets from $700 million, 0.45% of the Portfolio's
average net assets from $2 billion, 0.40% of the Portfolio's
average net assets from $4 billion, 0.375% of the Portfolio's
average net assets from $6 billion, and 0.35% of the Portfolio's
average net assets over $8 billion.
(b) INVESCO Multi-Asset Allocation Fund: 0.75% of the first $500
million of the Portfolio's average net assets, 0.65% of the next
$500 million of the Portfolio's average net assets, 0.50% of the
Portfolio's average net assets from $1 billion, 0.45% of the
Portfolio's average net assets from $2 billion, 0.40% of the
Portfolio's average net assets from $4 billion, 0.375% of the
Portfolio's average net assets from $6 billion, and 0.35% of the
Portfolio's average net assets over $8 billion.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of
the 13th day of May, 1999.
INVESCO FUNDS GROUP, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
----------------------------
Xxxx X. Xxxxxxxxxx,
President
ATTEST:
/s/ Xxxx X. Xxxxx
----------------------------
Xxxx X. Xxxxx,
Secretary
INVESCO COMBINATION STOCK AND BOND
FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------
Xxxxxx X. Xxxxxx
Treasurer & Chief Financial &
Accounting Officer
ATTEST:
/s/ Xxxx X. Xxxxx
----------------------------
Xxxx X. Xxxxx,
Secretary
