TRANSFER AGENCY AGREEMENT
Agreement made as of this 1st day of June, 2000, between the registered
investment companies specified in Schedule A, each a Maryland corporation (each
individually referred to as "Company"), having its principal office and place of
business at 7800 East Union Avenue, Denver, Colorado, 80237, and INVESCO FUNDS
GROUP, INC., a Delaware corporation, having its principal place of business at
7800 East Union Avenue, Denver, Colorado 80237 (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
Chairman, President, any Vice President, the Secretary,
Treasurer, or any other person, whether or not any such person
is an officer or employee of a Company, duly authorized to
give Oral Instructions and Written Instructions on behalf of
any Company or any Fund (as defined below), 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 or any Fund of the
Company;
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(e) "Oral Instructions" shall mean oral 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 a Fund's Shares registered under the Securities
Act of 1933;
(g) "Shares" refers to the shares of common stock of a Company,
regardless of whether such shares are classified into one or
more separate Funds;
(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.
(k) "Fund" shall refer to a single portfolio of investments owned
by a Company; the Funds of each Company are listed in Schedule
A, which may be 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
(the "Directors") hereafter reclassifies the Shares, by the creation
of one or more additional Funds 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
<PAGE>
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
Directors authorizing such revised Fee Schedule.
(d) The Transfer Agent will bill the Company as soon as
practicable after the end of each calendar month, and said
billings 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 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 Directors
authorizing this Agreement and designating Authorized Persons
to give instructions to the Transfer Agent;
(d) All account application forms and other documents relating to
Shareholder accounts;
(e) A certified list of Shareholders of each 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;
(f) Copies of all agreements then in effect between the Company
and any agent with respect to the issuance, sale, or
cancellation of Shares; and
(g) An opinion of counsel for the Company with respect to the
validity of the Shares.
<PAGE>
6. FURTHER DOCUMENTATION. The Company will also furnish from time
to time the following documents:
(a) Each resolution of the Directors authorizing the original
issue of Shares of each Fund;
(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 Company;
(d) Certified copies of each resolution of the 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) 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) The Fund no longer issues share certificates. The Transfer
Agent shall maintain a record of each certificate previously
issued, the number of Shares represented thereby, and the
holder of record. The Transfer Agent shall further maintain a
stop transfer record on lost certificates.
(b) 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 a 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.
<PAGE>
(b) The Transfer Agent will, upon receipt by it of a check or
other payment identified by it as an investment in Shares of a
Fund and drawn or endorsed to the Transfer Agent as agent for,
or identified as being for the account of, a Fund, promptly
deposit such check or other payment to the appropriate account
postings necessary to reflect the investment. The Transfer
Agent will notify the respective 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 applicable 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 a 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 a 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 applicable
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
applicable Fund or its designee may instruct.
10. REDEMPTIONS.
(a) Redemptions By Mail or In Person. Shares of a 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
<PAGE>
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 or
Statement of Additional Information (the "SAI") for the Fund;
and (iv) any additional documents required by the Transfer
Agent for redemption by corporations, executors,
administrators, trustees and guardians.
(b) Draft Redemptions. If the Transfer Agent has received a
completed application and authorization of redemption by
drafts signed by the registered owner(s), the Transfer Agent
will, as agent for the Shareholder upon receipt of a
redemption draft cause the Company to redeem a sufficient
number of Shares in the Shareholder's account to cover the
amount of the draft. All draft redemptions will be subject to
such additional requirements as may be described in the
Prospectus or SAI for the applicable Fund and the rules and
regulations of the Transfer Agent.
(c) 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
or SAI for the applicable Fund. 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.
(d) 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 standing for redemption. The Transfer Agent shall,
upon receipt of the moneys paid to it by the Custodian for the
redemption of such 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 or SAI for each Fund,
exchanges between a Fund and other Funds advised by the Fund's
investment adviser, INVESCO Funds Group, Inc. (the "Adviser"), 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, credit the
same to the transferee on its books. 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
<PAGE>
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 that 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 the Transfer Agent's own legal counsel protect
the Transfer Agent 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 acts 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) Each Fund 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 Directors,
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 respective 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
accounts of Shareholders of the applicable Fund, and maintain
and safeguard all underlying records.
<PAGE>
(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 that are reinvested in
Shares of the Fund of the Company.
(e) The Transfer Agent shall not be liable for any improper
payments made in accordance with the resolution of the
Directors of the Company.
(f) If the Transfer Agent shall not receive from the Custodian
sufficient cash to make payment to all Shareholders of a Fund
as of the record date, the Transfer Agent shall, upon
notifying the Fund, withhold payment to the Fund's
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 each 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, identified by each Fund in each Company,
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.
<PAGE>
(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 any Fund at reasonable times. The Transfer Agent may, at
its option at any time, and shall forthwith upon a Company's
demand, turn over to the applicable 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.
(c) The Transfer Agent shall enter into and maintain in effect
with appropriate parties one or more agreements making
reasonable provisions for periodic backup of computer files
and data with respect to the Funds and emergency use of
electronic data processing equipment. In the event of
equipment failures, the Transfer Agent shall, at no additional
expense to the Funds, take reasonable steps to minimize
service interruptions. The Transfer Agent shall have no
liability with respect to the loss of data or service
interruptions caused by equipment failure, provided such loss
or interruption is not caused by the Transfer Agent's own
willful misfeasance, bad faith, negligence or reckless
disregard of its duties or obligations under this Agreement
and provided further that the Transfer Agent has complied with
the provisions of this paragraph.
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
applicable Company's 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
<PAGE>
receipt of written certification thereof from the Fund. It
shall also be protected in processing Share certificates that
it reasonably believes to bear the proper manual or facsimile
signatures of the officers of the applicable 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 applicable 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 any Fund,
or the sufficiency of the amount to be received therefor; (ii)
the legality of the redemption of any Shares of any Fund, or
the propriety of the amount to be paid therefor; (iii) the
legality of the declaration of any dividend by any Fund, or
the legality of the issue of any Shares of any Fund in payment
of any stock dividend; or (iv) the legality of any
recapitalization or readjustment of the Shares of any 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 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,
<PAGE>
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 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 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 with respect to a
Company on the date on which it is approved by vote of a
majority (as defined in the 1940 Act) of the Directors,
including a majority of the directors who are not interested
persons (as defined in the 1940 Act) of the Company, and shall
continue in effect for an initial term of one year, and from
year to year thereafter, so long as such continuance is
specifically approved at least annually both: (i) by either
the 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 1940 Act) 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
sixty (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 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
<PAGE>
the resolution of the Directors, including a majority of the
Directors 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 Company agrees that the Transfer Agent may, in
its discretion, subcontract for certain of the services to be
provided hereunder.
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:
(Address to Relevant Company Listed in Schedule A)
7800 East Union Avenue, MS 201
Denver, Colorado 80237
Attn.: Glen A. Payne, Secretary
To the Transfer Agent:
INVESCO Funds Group, Inc.
Post Office Box 2040
Denver, Colorado 80201
Attn.: William J. Galvin, 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.
<PAGE>
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.
COMPANY (Listed in Schedule A)
By: /s/ Mark H. Williamson
----------------------
Mark H. Williamson, President
ATTEST:
/s/ Glen A. Payne
-----------------
Glen A. Payne, Secretary
TRANSFER AGENT
By: /s/ Ronald L. Grooms
--------------------
Ronald L. Grooms,
Senior Vice President
ATTEST:
/s/ Glen A. Payne
-----------------
Glen A. Payne, Secretary
<PAGE>
FEE SCHEDULE
This Fee Schedule for services is made pursuant to the Transfer Agent
Agreement dated June 1, 2000 (the "Agreement"), between the registered
investments companies specified in Schedule A (each individually referred to as
"Company") and INVESCO Funds Group, Inc. (the "Transfer Agent"). The parties
hereto agree to the following:
ACCOUNT MAINTENANCE CHARGES. Fees are based on an annual charge set forth
below. These annual charges are billable monthly at the rate of one-twelfth
(1/12) of the annual fee.
ANNUAL
ANNUAL OMNIBUS
CHARGE PER ACCOUNT
SHAREHOLDER CHARGE PER
COMPANY ACCOUNT PARTICIPANT
------- ----------- -----------
INVESCO Advantage Series Funds, Inc. $22.50 $22.50
INVESCO Bond Funds, Inc. $28.50 $28.50
INVESCO Combination Stock & Bond Funds, Inc. $22.50 $22.50
INVESCO International Funds, Inc. $22.50 $22.50
INVESCO Money Market Funds, Inc. $29.50 $29.50
INVESCO Sector Funds, Inc. $22.50 $22.50
INVESCO Stock Funds, Inc. $22.50 $22.50
INVESCO TREASURER'S SERIES FUNDS, INC.
The Transfer Agent, pursuant to the terms of the Advisory Agreement dated June
1, 1999, will not charge the Company any fees under this Transfer Agency
Agreement. However, this commitment may be changed following consultation with
the board of directors.
INVESCO VARIABLE INVESTMENT FUNDS, INC.
The Company shall pay the Transfer Agent an annual fee of $5,000 per Fund,
billable monthly at the rate of one-twelfth (1/12) of the annual fee. A charge
is made for a Fund in the month that it commences or ceases operation, as well
as in each month that the Fund is in operation regardless of the number of
shareholders of the series.
<PAGE>
EXPENSES. A 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 a 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 1st day of June, 2000.
COMPANY (Listed in Schedule A)
By: /s/ Mark H. Williamson
----------------------
Mark H. Williamson, President
ATTEST:
/s/ Glen A. Payne
-----------------
Glen A. Payne, Secretary
TRANSFER AGENT
By: /s/ Ronald L. Grooms
--------------------
Ronald L. Grooms, Senior Vice President
ATTEST:
/s/ Glen A. Payne
-----------------
Glen A. Payne, Secretary
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION AGREEMENT
SCHEDULE A
REGISTERED INVESTMENT COMPANY FUNDS EFFECTIVE DATE
------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESCO Advantage Series Funds, Inc.(1)(2)
Advantage Fund August 23, 2000
Global Growth Fund(3) November 29, 2000
INVESCO Bond Funds, Inc. High Yield Fund June 1, 2000
Select Income Fund
Tax-Free Bond Fund
U.S. Government Securities Fund
INVESCO Combination Stock & Bond Balanced Fund June 1, 2000
Funds, Inc. Equity Income Fund
Total Return Fund
INVESCO International Funds, Inc. European Fund June 1, 2000
International Blue Chip Value Fund
Latin American Growth Fund
Pacific Basin Fund
INVESCO Money Market Funds, Inc. Cash Reserves Fund June 1, 2000
Tax-Free Money Fund
U.S. Government Money Fund
INVESCO Sector Funds, Inc. Energy Fund June 1, 2000
Financial Services Fund
Gold Fund
Health Sciences Fund
Leisure Fund
Real Estate Opportunity Fund
Technology Fund
Telecommunications Fund
Utilities Fund
INVESCO Stock Funds, Inc. Blue Chip Growth Fund June 1, 2000
Dynamics Fund
Growth & Income Fund
Endeavor Fund
Small Company Growth Fund
S&P 500 Index Fund
Value Equity Fund
<PAGE>
TRANSFER AGENCY AGREEMENT
SCHEDULE A
(CONTINUED)
REGISTERED INVESTMENT COMPANY FUNDS EFFECTIVE DATE
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INVESCO Treasurer's Series Funds, Inc. Treasurer's Money Market June 1, 2000
Reserve Fund
Treasurer's Tax-Exempt
Reserve Fund
INVESCO Variable Investment Funds, Inc. VIF-Blue Chip Growth Fund June 1, 2000
VIF-Dynamics Fund
VIF-Equity Income Fund
VIF-Financial Services Fund
VIF-Health Sciences Fund
VIF-High Yield Fund
VIF-Market Neutral Fund
VIF-Real Estate Opportunity Fund
VIF-Small Company Growth Fund
VIF-Technology Fund
VIF-Telecommunications Fund
VIF-Total Return Fund
VIF-Utilities Fund
(1) Amended August 23, 2000.
(2) Amended November 8, 2000 -- On November 8, 2000 the name of the INVESCO
Advantage Series Funds, Inc. was changed to INVESCO Counselor Series Funds,
Inc. Therefore, all references to INVESCO Advantage Series Funds, Inc.
should be changed to INVESCO Counselor Series Funds, Inc.
(3) Amended November 29, 2000.
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