EX-99.H 8 aaagrt-consent.txt 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. 2 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above. INVESCO FUNDS GROUP, INC. By: /s/ Raymond R. Cunningham -------------------------------- Name: Raymond R. Cunningham Title: President AIM INVESTMENT SERVICES, INC. By: /s/ Tony D. Green ------------------------------- Name: Tony D. Green 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/ Raymond R. Cunningham ------------------------------- Name: Raymond R. Cunningham Title: President 3 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