THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT (this "Agreement") is
entered as of this 12th day of August, 2003, by and among INVESCO Funds Group,
Inc. ("IFG"), A I M Advisors, Inc. ("AIM"), 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 INVESCO Bond Funds, Inc., INVESCO Combination Stock and Bond Funds,
Inc., INVESCO Counselor Series Funds, Inc., INVESCO International Funds, Inc.,
INVESCO Manager Series Funds, Inc., INVESCO Money Market Funds, Inc., INVESCO
Sector Funds, Inc., INVESCO Stock Funds, Inc., INVESCO 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 Administrative
Services Agreement dated June 1, 2000 (the "Administration Agreement");
WHEREAS, as part of the integration initiative proposed by AMVESCAP PLC,
the parent of IFG and AIM, it is proposed that AIM will become the Administrator
of the Funds; and
WHEREAS, the Administration Agreement permits IFG to delegate its duties
with the written consent of the Funds;
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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. On the dates indicated on Schedule A as it is amended from time to time
by adding or amending a date with respect to a portfolio, IFG assigns to AIM 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 Administration Agreement, and AIM
assumes and agrees to perform all of IFG's liabilities and obligations under the
Administration Agreement.
2. The Funds consent to the assignment and assumption of such rights and
obligations of IFG to and by AIM.
3. The assignment and assumption of the rights and obligations of IFG to
and by AIM shall be effective as of and after the date listed on Schedule A as
it is amended from time to time by IFG and AIM without further consent of the
Funds.
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 AIM 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
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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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President
A I M ADVISORS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President
INVESCO Bond Funds, Inc.
INVESCO Combination Stock and Bond
Funds, Inc.
INVESCO Counselor Series Funds, Inc.
INVESCO International Funds, Inc.
INVESCO Manager Series Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc.
INVESCO Stock Funds, Inc.
INVESCO Treasurer's Series Funds, Inc.
INVESCO Variable Investment Funds, Inc.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President
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ATTACHMENT A
PROPOSED TRANSITION SCHEDULE OF ADMINISTRATION SERVICES TO AIM
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DATE FUND
FUND REGISTRANT AMINISTRATION
IS EXPECTED TO
TRANSITION TO AIM
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INVESCO Mid-Cap Growth Fund INVESCO Stock Funds, Inc. 8/1/03
INVESCO Dynamics Fund INVESCO Stock Funds, Inc.
INVESCO Small Company Growth Fund INVESCO Stock Funds, Inc.
INVESCO International Blue Chip Value INVESCO International Funds, Inc.
Fund
INVESCO VIF Dynamics Fund INVESCO Variable Investment Funds, Inc.
INVESCO VIF Small Company Growth Fund INVESCO Variable Investment Funds, Inc.
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INVESCO S&P 500 Index Fund INVESCO Stock Funds, Inc. 8/20/03
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INVESCO Energy Fund INVESCO Sector Funds, Inc. 9/2/03
INVESCO Financial Services Fund INVESCO Sector Funds, Inc.
INVESCO Gold and Precious Metals Fund INVESCO Sector Funds, Inc.
INVESCO Health Sciences Fund INVESCO Sector Funds, Inc.
INVESCO Leisure Fund INVESCO Sector Funds, Inc.
INVESCO Real Estate Opportunity Fund INVESCO Sector Funds, Inc.
INVESCO Technology Fund INVESCO Sector Funds, Inc.
INVESCO Telecommunications Fund INVESCO Sector Funds, Inc.
INVESCO Utilities Fund INVESCO Sector Funds, Inc.
INVESCO Core Equity Fund INVESCO Combination Stock & Bond
Funds, Inc.
INVESCO Total Return Fund INVESCO Combination Stock & Bond
Funds, Inc.
INVESCO Treasurer's Money Market INVESCO Treasurer's Series Funds, Inc.
Reserve Fund
INVESCO Treasurer's Tax-Exempt Reserve INVESCO Treasurer's Series Funds, Inc.
Fund
INVESCO US Government Money Fund INVESCO Money Market Funds, Inc.
INVESCO Advantage Global Health Science INVESCO Counselor Series Funds, Inc.
Fund
INVESCO VIF Utilities Fund INVESCO Variable Investment Funds, Inc.
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INVESCO Multi-Sector Fund INVESCO Manager Series Funds, Inc. 10/1/03
INVESCO VIF Financial Services Fund INVESCO Variable Investment Funds, Inc.
INVESCO VIF Health Sciences Fund INVESCO Variable Investment Funds, Inc.
INVESCO VIF Leisure Fund INVESCO Variable Investment Funds, Inc.
INVESCO VIF Core Equity Fund INVESCO Variable Investment Funds, Inc.
INVESCO VIF Growth Fund INVESCO Variable Investment Funds, Inc.
INVESCO VIF Technology Fund INVESCO Variable Investment Funds, Inc.
INVESCO VIF Telecommunications Fund INVESCO Variable Investment Funds, Inc.
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INVESCO VIF High Yield Fund INVESCO Variable Investment Funds, Inc. 11/3/03
INVESCO VIF Real Estate Opportunity Fund INVESCO Variable Investment Funds, Inc.
INVESCO VIF Total Return Fund INVESCO Variable Investment Funds, Inc.
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INVESCO Advantage Fund INVESCO Counselor Series Funds, Inc. 11/05/03*
INVESCO Balanced Fund INVESCO Combination Stock & Bond
Funds, Inc.
INVESCO Cash Reserves Fund INVESCO Money Market Funds, Inc.
INVESCO European Fund INVESCO International Funds, Inc.
INVESCO Growth and Income Fund INVESCO Stock Funds, Inc.
INVESCO Growth Fund INVESCO Stock Funds, Inc.
INVESCO High Yield Fund INVESCO Bond Funds, Inc.
INVESCO Select Income Fund INVESCO Bond Funds, Inc.
INVESCO Tax-Free Bond Fund INVESCO Bond Funds, Inc.
INVESCO Tax-Free Money Fund INVESCO Money Market Funds, Inc.
INVESCO U.S. Government Securities Fund INVESCO Bond Funds, Inc.
INVESCO Value Equity Fund INVESCO Stock Funds, Inc.
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* The fund administration on these funds is not transitioning to AIM unless
shareholders do not approve merger.
Date shown is estimated transition date if merger has not occurred.
A-1