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 0000 Xxxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxx, 00000, and INVESCO FUNDS
GROUP, INC., a Delaware corporation, having its principal place of business at
0000 Xxxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 (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;
(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 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 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 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.
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.
(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 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 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.
(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.
(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 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, 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 0000 Xxx) of the Directors, including a majority
of the directors who are not interested persons (as defined in
the 0000 Xxx) 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 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 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 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)
0000 Xxxx Xxxxx Xxxxxx, XX 201
Xxxxxx, Xxxxxxxx 00000
Attn.: Xxxx X. Xxxxx, Secretary
To the Transfer Agent:
INVESCO Funds Group, Inc.
Xxxx Xxxxxx Xxx 0000
Xxxxxx, Xxxxxxxx 00000
Attn.: Xxxxxxx 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.
COMPANY (LISTED IN SCHEDULE A)
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------
Xxxx X. Xxxxxxxxxx, President
ATTEST:
/s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
TRANSFER AGENT
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx, Senior Vice President
ATTEST:
/s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
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.(1) $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.
(1) Amended August 23, 2000.
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/ Xxxx X. Xxxxxxxxxx
----------------------
Xxxx X. Xxxxxxxxxx, President
ATTEST:
/s/ Xxxx X. Xxxxx
-----------------
Xxxx X. Xxxxx, Secretary
TRANSFER AGENT
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxx, Senior Vice President
ATTEST:
/s/ Xxxx X. Xxxxx
-----------------
Xxxx X. Xxxxx, Secretary
TRANSFER AGENCY AGREEMENT
SCHEDULE A
REGISTERED
INVESTMENT
COMPANY FUNDS EFFECTIVE DATE
--------------------------------------------------------------------------------
INVESCO ADVANTAGE SERIES FUNDS, INC.(1),(2) AUGUST 23, 2000
Advantage Fund
Global Growth Fund(4) November 29, 2000
Advantage Global Health
Sciences Fund(5) May 15, 2001
Mid-Cap Growth Fund(6) September 28, 2001
INVESCO BOND FUNDS, INC. JUNE 1, 2000
High Yield Fund
Select Income Fund
Tax-Free Bond Fund
U.S. Government Securities Fund
INVESCO COMBINATION STOCK & BOND FUNDS, INC. JUNE 1, 2000
Balanced Fund
Equity Income Fund(9)
Total Return Fund
INVESCO INTERNATIONAL FUNDS, INC. JUNE 1, 2000
European Fund
International Blue Chip Value Fund
Latin American Growth Fund(3)
Pacific Basin Fund(3)
INVESCO MONEY MARKET FUNDS, INC. JUNE 1, 2000
Cash Reserves Fund
Tax-Free Money Fund
U.S. Government Money Fund
INVESCO SECTOR FUNDS, INC. JUNE 1, 2000
Energy Fund
Financial Services Fund
Gold Fund
Health Sciences Fund
Leisure Fund
Real Estate Opportunity Fund
Technology Fund
Telecommunications Fund
Utilities Fund
INVESCO STOCK FUNDS, INC. JUNE 1, 2000
Blue Chip Growth Fund(8)
Dynamics Fund
Growth & Income Fund
Endeavor Fund
Small Company Growth Fund
S&P 500 Index Fund
Value Equity Fund
INVESCO TREASURER'S SERIES FUNDS, INC. JUNE 1, 2000
Treasurer's Money Market Reserve Fund
Treasurer's Tax-Exempt Reserve Fund
TRANSFER AGENCY AGREEMENT
SCHEDULE A
(CONTINUED)
REGISTERED
INVESTMENT
COMPANY FUNDS EFFECTIVE DATE
--------------------------------------------------------------------------------
INVESCO VARIABLE INVESTMENT FUNDS, INC. JUNE 1, 2000
VIF-Blue Chip Growth Fund(8)
VIF-Dynamics Fund
VIF-Equity Income Fund(10)
VIF-Financial Services Fund
VIF-Health Sciences Fund
VIF-High Yield Fund
VIF-Leisure Fund(8)
VIF-Market Neutral Fund(7)
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 on August 23, 2000.
(2) Amended on 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) Liquidated pursuant to a shareholder vote on November 28, 2000.
(4) Amended on November 29, 2000.
(5) Amended on May 15, 2001.
(6) Amended on September 28, 2001.
(7) Liquated and terminated on October 5, 2001.
(8) Amended on October 19, 2001.
Also, on October 19, 2001 the names of the Blue Chip Growth Fund and the
VIF-Blue Chip Growth Fund were changed to Growth Fund and VIF-Growth Fund,
respectively. Therefore, all references to the Blue Chip Growth Fund and
the VIF-Blue Chip Growth Fund should be changed to Growth Fund and
VIF-Growth Fund, respectively.
(9) On March 29, 2002 the name of the Equity Income Fund was changed to Core
Equity Fund. Therefore, all references to the Equity Income Fund should be
changed to Core Equity Fund.
(10) On April 30, 2002 the name of the VIF-Equity Income Fund was changed to
VIF-Core Equity Fund. Therefore, all references to the VIF-Equity Income
Fund should be changed to VIF-Core Equity Fund.
