THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT (this "Agreement") is
entered as of this 1st day of October, 2003, by and among INVESCO Funds Group,
Inc. ("IFG"), AIM Investment Services, Inc. ("AISI"), and the INVESCO investment
companies listed on the signature page hereof on behalf of each of their Funds
(as hereinafter defined).
WHEREAS, the INVESCO Mutual Funds listed in Attachment A (the "Funds") are
series of AIM Bond Funds, Inc., AIM Combination Stock & Bond Funds, Inc., AIM
Counselor Series Funds, Inc., AIM International Funds, Inc. II, AIM Manager
Series Funds, Inc., AIM Money Market Funds, Inc., AIM Sector Funds, Inc., AIM
Stock Funds, Inc., AIM Treasurer's Series Funds, Inc. and INVESCO Variable
Investment Funds, Inc., all of which are registered investment companies (the
"Companies");
WHEREAS, IFG and the Companies are parties to that certain Transfer Agency
Agreement dated June 1, 2000, as amended, (the "Agreement");
WHEREAS, as part of the integration initiative proposed by AMVESCAP PLC,
the parent of IFG and AISI, it is proposed that AISI will become the Transfer
Agent of the Funds; and
WHEREAS, the Agreement permits IFG to delegate its duties with the written
consent of the Funds;
1
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
representations, warranties, covenants and agreements set forth herein, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. With respect to the Funds on Schedule A, IFG assigns to AISI and
its successors and assigns, to its and their own use and benefit, all of IFG's
right, title and interest in, to and under the Agreement, and AISI assumes and
agrees to perform all of IFG's liabilities and obligations under the Agreement.
2. The Funds consent to the assignment and assumption of such rights
and obligations of IFG to and by AISI.
3. The assignment and assumption of the rights and obligations of IFG
to and by AISI shall be effective as of October 1, 2003.
4. All of the terms and provisions of this Agreement shall be binding
upon IFG and its successors and assigns, and shall inure to the benefit of AISI
and its successors and assigns.
5. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute a
single instrument. Except insofar as the Investment Company Act of 1940, as
amended, or other federal laws or regulations may be controlling, this Agreement
shall be governed by, and construed and enforced in accordance with, the
internal laws of the State of Colorado. Any amendment to this agreement shall be
in writing and signed by the parties hereto.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first set forth above.
INVESCO FUNDS GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
AIM INVESTMENT SERVICES, INC.
By: /s/ Xxxx X. Xxxxx
-------------------------------
Name: Xxxx X. Xxxxx
Title: President
AIM Bond Funds, Inc.
AIM Combination Stock & Bond
Funds, Inc.
AIM Counselor Series Funds, Inc.
AIM International Funds, Inc. II
AIM Manager Series Funds, Inc.
AIM Money Market Funds, Inc.
AIM Sector Funds, Inc.
AIM Stock Funds, Inc.
AIM Treasurer's Series Funds, Inc.
INVESCO Variable Investment Funds,
Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
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ATTACHMENT A
REGISTERED INVESTMENT COMPANY FUNDS
----------------------------- -----
AIM COUNSELOR SERIES FUNDS, INC. INVESCO Advantage Fund
INVESCO Advantage Health Sciences Fund.
AIM BOND FUNDS, INC. INVESCO High Yield Fund
INVESCO Select Income Fund
INVESCO Tax-Free Bond Fund
INVESCO U.S. Government Securities Fund
AIM COMBINATION STOCK & BOND INVESCO Balanced Fund
FUNDS, INC. INVESCO Core Equity Fund
INVESCO Total Return Fund
AIM INTERNATIONAL FUNDS, INC. II INVESCO European Fund
INVESCO International Blue Chip Value
Fund
AIM MANAGER SERIES FUNDS, INC. INVESCO Multi-Sector Fund
AIM MONEY MARKET FUNDS, INC. INVESCO Cash Reserve Fund
INVESCO Tax-Free Money Fund
INVESCO U.S. Government Money Fund
AIM SECTOR FUNDS, INC. INVESCO Energy Fund
INVESCO Financial Services Fund
INVESCO Gold & Precious Metals Fund
INVESCO Health Sciences Fund
INVESCO Leisure Fund
INVESCO Real Estate Opportunity Fund
INVESCO Technology Fund
INVESCO Telecommunications Fund
INVESCO Utilities Fund
AIM STOCK FUNDS, INC. INVESCO Dynamics Fund
INVESCO Growth Fund
INVESCO Growth & Income Fund
INVESCO Mid-Cap Growth Fund
INVESCO Small Company Growth Fund
INVESCO S&P 500 Index Fund
INVESCO Value Equity Fund
AIM TREASURER'S SERIES FUNDS, INC. INVESCO Treasurer's Money Market
Reserve Fund
INVESCO Treasurer's Tax-Exempt Reserve
Fund
REGISTERED INVESTMENT COMPANY FUNDS
----------------------------- -----
INVESCO VARIABLE INVESTMENT VIF - Core Equity Fund
FUNDS, INC. VIF - Dynamics Fund
VIF - Financial Services Fund
VIF - Growth Fund
VIF - Health Sciences Fund
VIF - High Yield Fund
VIF - Leisure Fund
VIF - Real Estate Opportunity Fund
VIF - Small Company Growth Fund
VIF - Technology Fund
VIF - Telecommunications Fund
VIF - Total Return Fund
VIF - Utilities Fund
A-1
