0000913126-97-000009 Sample Contracts

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ARTICLE I
Sub-Advisory Agreement • November 24th, 1997 • Invesco Multiple Asset Funds Inc • Colorado
WITNESSETH:
Transfer Agency Agreement • November 24th, 1997 • Invesco Multiple Asset Funds Inc • Colorado
29TH FLOOR 1225 SEVENTEENTH STREET DENVER, COLORADO 80202-5529 TELEPHONE (303) 292-2900 TELECOPIER (303) 292-4510
Invesco Multiple Asset Funds Inc • November 24th, 1997

This is in response to your request for our opinion as to the legality of the registration of an indefinite number of shares of capital stock ($0.01 par value) of INVESCO Multiple Asset Funds, Inc., being registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and the Securities Act of 1933, as amended (Form N-1A). This share registration is being requested pursuant to the provisions of Rule 24f-2 under Section 24(f) of the Investment Company Act of 1940.

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