TRANSFER AGENCY AGREEMENT
AGREEMENT made as of this 2nd day of May, 1994, between INVESCO Specialty
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 "Company") 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 Company 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 Company, duly authorized to give Oral
Instructions and Written Instructions on behalf of the Company
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
Company 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 Company;
(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 Company's Shares registered under the
Securities Act of 1933;
(g) "Shares" refers to the shares of common stock, $.01 par value,
of the Company;
(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 Company 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 Company hereby appoints and
constitutes the Transfer Agent as transfer agent for all of the
Shares of the Company 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 Company
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 Company 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 Company authorizing such revised Fee
Schedule.
(d) The Transfer Agent will xxxx the Company 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 Company. The Company will promptly pay to the Transfer
Agent the amount of such billing.
5. Documents. In connection with the appointment of the Transfer
Agent, the Company 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
Company, including all amendments thereto, as then in effect;
(b) A certified copy of the Bylaws of the Company, 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 Company in the
form approved by the board of directors, with a certificate of
the Secretary of the Company as to such approval;
(e) All account application forms and other documents relating to
Shareholder accounts;
(f) A certified list of Shareholders of the Company 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 Company;
(g) Copies of all agreements then in effect between the Company
and any agent with respect to the issuance, sale, or
cancellation of Shares; and
(h) An opinion of counsel for the Company with respect to the
validity of the Shares.
6. Further Documentation. The Company 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 Company;
(c) A certified copy of each amendment to the Articles of
Incorporation and the Bylaws of the Company;
(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 Company;
(f) Specimens of all new certificates for Shares accompanied by
the Company'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 Company, 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
Company agrees that, notwithstanding the death, resignation,
or removal of any officer of the Company whose signature
appears on such certificates, the Transfer Agent may continue
to countersign certificates which bear such signatures until
otherwise directed by the Company.
(b) The Transfer Agent agrees to prepare, issue and mail
certificates as requested by the Shareholders for Shares of
the Company in accordance with the instructions of the Company
and to confirm such issuance to the Shareholder and the
Company or its designee.
(c) The Company 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
Company, upon receipt by the Transfer Agent of properly
executed affidavits or lost certificate bonds, in form
satisfactory to the Transfer Agent, with the Company 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 Company Shares.
(a) Whenever the Company or its authorized agent shall sell or
cause to be sold any Shares, the Company 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 Company and drawn or endorsed to the Transfer Agent as
agent for, or identified as being for the account of, the
Company, promptly deposit such check or other payment to the
appropriate account postings necessary to reflect the
investment. The Transfer Agent will notify the Company, 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 Company's Shares, determined in accordance with
applicable federal law or regulation, as described in the
Prospectus for the Company. 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 Company where it has received Written Instructions from
the Company or written notification from any appropriate
federal or state authority that the sale of the Shares of the
Company 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 Company 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 Company 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 Company 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 Company or
its designee may instruct.
10. Redemptions.
(a) Redemptions By Mail or In Person. Shares of the Company 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
Company; 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 Company 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 Company. Both the Company 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 Company 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 Company and to the extent, if
any, permitted in the Prospectus for the Company, exchanges between
the Company and other mutual funds advised by INVESCO Funds Group,
Inc., on the records of the Company 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
Company or of its own legal counsel protect it in not requiring
certain documents in connection with the transfer or redemption of
Shares of the Company, and the Company shall indemnify the Transfer
Agent for any act done or omitted by it in reliance upon such laws
or opinions of counsel to the Company or of its own counsel.
13. Distributions.
(a) The Company will promptly notify the Transfer Agent of the
declaration of any dividend or distribution. The Company
shall furnish to the Transfer Agent a resolution of the board
of directors of the Company 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 Company 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, Company 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 Company.
(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 Company.
(f) If the Transfer Agent shall not receive from the Custodian
sufficient cash to make payment to all Shareholders of the
Company as of the record date, the Transfer Agent shall, upon
notifying the Company, 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 Company
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 Company at reasonable times. The Transfer Agent may, at
its option at any time, and shall forthwith upon the Company's
demand, turn over to the Company 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 Company, or destroyed in accordance with
the Company'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
Company 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 Company. 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 Company and the proper
countersignature of the Transfer Agent.
(b) At any time the Transfer Agent may apply to any Authorized
Person of the Company for Written Instructions, and, at the
expense of the Company, may seek advice from legal counsel for
the Company, 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 Company 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 Company.
(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
Company, or the sufficiency of the amount to be received
therefor; (ii) the legality of the redemption of any Shares of
the Company, or the propriety of the amount to be paid
therefor; (iii) the legality of the declaration of any
dividend by the Company, or the legality of the issue of any
Shares of the Company in payment of any stock dividend; or
(iv) the legality of any recapitalization or readjustment of
the Shares of the Company.
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 Company 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 Company or upon
the opinion of legal counsel for the Company 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 Company and Transfer Agent. It is understood
that the directors, officers, employees, agents and Shareholders of
the Company, and the officers, directors, employees, agents and
shareholders of the Company'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 Company 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 May 2, 1994, and
shall continue in effect for an initial term expiring April
30, 1995, 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 Company; and (ii)
by a vote of the majority of the directors who are not
interested persons of the Company (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 Company, 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 Company who are not interested persons of the
Company 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 Company 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 Company 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 Company 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 Company:
INVESCO Specialty 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 SPECIALTY FUNDS, INC.
By: /s/ Xxx X. Xxxxxx
-------------------------
Xxx X. Xxxxxx, President
ATTEST:
/s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
INVESCO FUNDS GROUP, INC.
ATTEST:
By: /s/ Xxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxx -------------------------
------------------------ Xxxxxx X. Xxxxxx,
Xxxx X. Xxxxx,Secretary Senior Vice President
FEE SCHEDULE
for
Services Pursuant to Transfer Agency Agreement, dated May 2, 1994, between
INVESCO Specialty Funds, Inc. (the "Company") 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 $14.00
per shareholder account per year, or in the case of omnibus accounts that are
invested in the Company, $14.00 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 Company 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 Company with respect to expense payment or reimbursement pursuant to a
separate written agreement between the Company and the Transfer Agent or any
affiliate thereof.
INVESCO SPECIALTY 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
