MASTER DISTRIBUTION PLAN AND AGREEMENT
(CLASS K SHARES)
THIS AGREEMENT made as of the 30th day of November, 2000, by and
between each registered investment company referenced in Schedule A, each a
Maryland Corporation (each individually referred to as "Company"), with
respect to the shares of the Class K common stock of the series of the
Company set forth on Schedule A to this Agreement as amended from time to
time (the "Funds") (such shares of each Fund hereinafter referred to as the
"Class K Shares of such Fund") and INVESCO DISTRIBUTORS, INC., a Delaware
corporation (the "Distributor").
WHEREAS, the Company engages in business as one or more open-end
management investment companies, and is registered as such under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Company desires to finance the distribution of the Class K
Shares of the Funds in accordance with this Master Distribution Plan and
Agreement of Distribution pursuant to Rule 12b-1 under the 1940 Act (the
"Plan and Agreement"); and
WHEREAS, Distributor desires to be retained to perform services in
accordance with such Plan and Agreement and on said terms and conditions; and
WHEREAS, this Plan and Agreement has been approved by a vote of the
board of directors of the Company, including a majority of the directors who
are not interested persons of the Company, as defined in the 1940 Act, and
who have no direct or indirect financial interest in the operation of this
Plan and Agreement (the "Independent Directors"), cast in person at a meeting
called for the purpose of voting on this Plan and Agreement;
NOW, THEREFORE, the Company hereby adopts the Plan set forth herein and
the Company and Distributor hereby enter into this Agreement pursuant to the
Plan in accordance with the requirements of Rule 12b-1 under the 1940 Act,
and provide and agree as follows:
FIRST: The Plan is defined as those provisions of this document by
which the Company adopts a Plan pursuant to Rule 12b-1 under the 1940 Act and
authorizes payments as described herein. The Agreement is defined as those
provisions of this document by which the Company retains Distributor to
provide distribution services beyond those required by the Underwriting
Agreement between the parties, as are described herein. The Company may
retain the Plan notwithstanding termination of the Agreement. Termination of
the Plan will automatically terminate the Agreement. Each Fund is hereby
authorized to utilize the assets of the Company to finance certain activities
in connection with distribution of the Company's Class K Shares.
SECOND: Each Fund shall incur expenses allocable solely to Class K
Shares per annum of the average daily net assets of such Fund attributable to
the Class K Shares, at the rates set forth in Schedule B opposite the name of
such Fund, subject to any limitations imposed from time to time by applicable
rules of the National Association of Securities Dealers, Inc. ("NASD").
THIRD: To the extent obligations incurred by the Distributor out of
its own resources to finance any activity primarily intended to result in the
sale of Class K Shares of a Fund, pursuant to this Plan and Agreement or
otherwise, may be deemed to constitute the indirect use of Class K Shares
Fund assets, such indirect use of Class K Shares Fund assets is hereby
authorized in addition to, and not in lieu of, any other payments authorized
under this Plan and Agreement.
FOURTH: Distributor shall provide to the Company's Board of directors
and the board of directors shall review, at least quarterly, a written report
of the amounts expended pursuant to the Plan and Agreement and the purposes
for which such expenditures were made.
FIFTH: Amounts payable pursuant to paragraph SECOND above shall
compensate/reimburse the Distributor for financing any activity which is
primarily intended to result in the sale of the Class K Shares, including,
but not limited to, expenses of organizing and conducting sales seminars,
advertising programs, finders fees, printing of prospectuses and statements
of additional information (and supplements thereto) and reports for other
than existing shareholders, preparation and distribution of advertising
material and sales literature, supplemental payments to dealers and other
institutions as asset-based sales charges and providing such other services
and activities as may from time to time be agreed upon by the Company. Such
reports, prospectuses and statements of additional information (and
supplements thereto), sales literature, advertising and other services and
activities may be prepared and/or conducted either by Distributor's own
staff, the staff of affiliated companies of the Distributor, or third
parties.
SIXTH: Amounts set forth in Schedule B may also be used to
compensate/reimburse the Distributor for making payments of service fees
under a shareholder service arrangement to be established by Distributor in
accordance with paragraph SEVENTH below. To the extent that amounts paid
hereunder are not used specifically to compensate Distributor for any such
expense, such amounts may be treated as compensation for Distributor's
distribution-related services. All amounts expended pursuant to the Plan
and Agreement shall be paid to Distributor and are the legal obligation of
the Company and not of Distributor. That portion of the amounts paid under
the Plan and Agreement that is not paid or advanced by Distributor to dealers
or other institutions that provide personal continuing shareholder service as
a service fee pursuant to paragraph SEVENTH below shall be deemed an
asset-based sales charge. No provision of this Plan and Agreement shall be
interpreted to prohibit any payments by the Company during periods when the
Company has suspended or otherwise limited sales.
SEVENTH: Distributor may make payments to selected banks, financial
planners, retirement plan service providers and other appropriate third
parties acting in an agency capacity for their customers who provide
shareholder services to their customers from time to time. The maximum
service fee paid to any service provider shall be twenty-five one hundredths
of one percent (0.25%), per annum of the average daily net assets of the
Company attributable to the Shares owned by the customers of such service
provider, or such lower rate for the Fund as is specified on Schedule B.
(A) Pursuant to this program, Distributor may enter into agreements
("Service Agreements") with such broker dealers ("Dealers") as
may be selected from time to time by Distributor for the
provision of distribution-related shareholder services in
connection with the sale of Shares to the Dealers' clients and
customers ("Customers") to Customers who may from time to time
directly or beneficially own Shares. The distribution-related
personal continuing shareholder services to be rendered by
Dealers under the Service Agreements may include, but shall not
be limited to, the following: (i) distributing sales literature;
(ii) answering routine Customer inquiries concerning the Company
and the Shares; (iii) assisting Customers in changing dividend
options, account designations and addresses, and in enrolling
into any of several retirement plans offered in connection with
the purchase of Shares; (iv) assisting in the establishment and
maintenance of customer accounts and records, and in the
processing of purchase and redemption transactions; (v) investing
dividends and capital gains distributions automatically in
Shares; and (vi) providing such other information and services as
the Company or the Customer may reasonably request.
(B) Distributor may also enter into agreements ("Third Party
Agreements") with selected banks, financial planners, retirement
plan service providers and other appropriate third parties acting
in an agency capacity for their customers ("Third Parties").
Third Parties acting in such capacity will provide some or all of
the shareholder services to their customers as set forth in the
Third Party Agreements from time to time.
(C) Distributor may also enter into variable group annuity contract
holder service agreements ("Variable Contract Agreements") with
selected insurance companies ("Insurance Companies") offering
variable annuity contracts to employers as funding vehicles for
retirement plans qualified under Section 401(a) of the Internal
Revenue Code, where amounts contributed under such plans are
invested pursuant to such variable annuity contracts in Class K
Shares of the Company. The Insurance Companies receiving
payments under such Variable Contract Agreements will provide
specialized services to contract holders and plan participants,
as set forth in the Variable Contract Agreements from time to
time.
(D) Distributor may also enter into shareholder service agreements
("Bank Trust Department Agreements and Brokers for Bank Trust
Department Agreements") with selected bank trust departments and
brokers for bank trust departments. Such bank trust departments
and brokers for bank trust departments will provide some or all
of the shareholder services to their customers as set forth in
the Bank Trust Department Agreements and Brokers for Bank Trust
Department Agreements.
EIGTHTH: No provision of this Plan and Agreement shall be deemed to
prohibit any payments by a Fund to the Distributor or by a Fund or the
Distributor to investment dealers, financial institutions and 401(k) plan
service providers where such payments are made under the Plan and Agreement.
NINTH: The Company, on behalf of the Funds, and the Distributor shall
each comply with all applicable provisions of the 1940 Act, the Securities
Act of 1933, rules and regulations of the NASD and its affiliates, and of all
other federal and state laws, rules and regulations governing the issuance
and sale of Class K Shares.
TENTH: Nothing herein contained shall require the Company to take any
action contrary to any provision of its Articles of Incorporation, or to any
applicable statute or regulation.
ELEVENTH: This Plan and Agreement shall become effective as of the
date hereof, shall continue in force and effect until May 30th, 2001, and
shall continue in force and effect from year to year thereafter, provided
that such continuance is specifically approved at least annually by the board
of directors of the Company and the Company's directors who are not
"interested persons" (as defined in Section 2(a)(19) of the 0000 Xxx) of the
Company and have no direct or indirect financial interest in the operation of
this Plan and Agreement or in any agreements related to this Plan and
Agreement (the "Independent Board Members") cast in person at a meeting
called for such purpose, as contemplated by paragraphs (d) and (e) of Rule
12b-1 under the 1940 Act.
Any amendment to this Plan and Agreement that requires the approval of
the shareholders of Class K Shares pursuant to Rule 12b-1 under the 1940 Act
shall become effective as to such Class K Shares upon the approval of such
amendment by a "majority of the outstanding voting securities" (as defined in
the 0000 Xxx) of such Class K Shares, provided that the Board of Directors of
the Company has approved such amendment.
TWELVETH: This Plan and Agreement, any amendment to this Plan and
Agreement and any agreements related to this Plan and Agreement shall become
effective immediately upon the receipt by the Company of both (a) the
affirmative vote of a majority of the Board of Directors of the Company, and
(b) the affirmative vote of a majority of those directors of the Company who
are not "interested persons" of the Company (as defined in the 0000 Xxx) and
have no direct or indirect financial interest in the operation of this Plan
and Agreement or any agreements related to it (the "Independent Directors"),
cast in person at a meeting called for the purpose of voting on this Plan and
Agreement or such agreements. Notwithstanding the foregoing, no such
amendment that requires the approval of the shareholders of Class K Shares of
a Company shall become effective as to such Class K Shares until such
amendment has been approved by the shareholders of such Class K Shares in
accordance with the provisions of the ELEVENTH paragraph of this Plan and
Agreement.
This Plan and Agreement may not be amended to increase materially the
amount of distribution expenses provided for in paragraph SECOND hereof
unless such amendment is approved in the manner provided herein, and no
material amendment to the Plan and Agreement shall be made unless approved in
the manner provided for in the ELEVENTH paragraph hereof.
So long as the Plan and Agreement remains in effect, the selection and
nomination of persons to serve as directors of the Company who are not
"interested persons" of the Company shall be committed to the discretion of
the directors then in office who are not "interested persons" of the
Company. However, nothing contained herein shall prevent the participation
of other persons in the selection and nomination process, provided that a
final decision on any such selection or nomination is within the discretion
of, and approved by, a majority of the directors of the Company then in
office who are not "interested persons" of the Company.
THIRTEENTH:
(A) This Plan and Agreement may be terminated as to any Fund at any time,
without the payment of any penalty, by vote of a majority of the
Independent Board Members or by vote of a majority of the outstanding
voting securities of Class K Shares of such Fund, or by the
Distributor, on sixty (60) days' written notice to the other party.
(B) In the event that neither Distributor nor any affiliate of Distributor
serves the Company as investment adviser, the agreement with
Distributor pursuant to this Plan shall terminate at such time. The
board of directors may determine to approve a continuance of the Plan
and/or a continuance of the Agreement, hereunder.
(C) To the extent that this Plan and Agreement constitutes a Plan of
Distribution adopted pursuant to Rule 12b-1 under the 1940 Act it
shall remain in effect as such, so as to authorize the use by the
Class K Shares of each Fund of its assets in the amounts and for the
purposes set forth herein, notwithstanding the occurrence of an
"assignment," as defined by the 1940 Act and the rules thereunder. To
the extent it constitutes an agreement pursuant to a plan, it shall
terminate automatically in the event of such "assignment." Upon a
termination of the agreement with Distributor, the Funds may continue
to make payments pursuant to the Plan only upon the approval of a new
agreement under this Plan and Agreement, which may or may not be with
Distributor, or the adoption of other arrangements regarding the use
of the amounts authorized to be paid by the Funds hereunder, by the
Company's board of directors in accordance with the procedures set
forth above.
FOURTEENTH: Any notice under this Plan and Agreement shall be in
writing, addressed and delivered, or mailed postage prepaid, to the other
party at such address as the other party may designate for the receipt of
notices. Until further notice to the other party, it is agreed that the
addresses of both the Company and the Distributor shall be 0000 Xxxx Xxxxx
Xxxxxx, Mail Stop 201, Xxxxxx, Xxxxxxxx 00000.
FIFTEENTH: This Plan and Agreement shall be governed by and construed
in accordance with the laws (without reference to conflicts of law
provisions) of the State of Maryland.
IN WITNESS WHEREOF, the parties have caused this Plan and Agreement to
be executed in duplicate on the day and year first above written.
COMPANY (Listed in Schedule A)
By: /s/ Xxxx X. Xxxxxxxxxx
--------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: President
Attest:
/s/ Xxxx X. Xxxxx
--------------------
Name: Xxxx X. Xxxxx
Title: Secretary
DISTRIBUTOR
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
Attest:
/s/ Xxxx X. Xxxxx
-----------------
Name: Xxxx X. Xxxxx
Title: Secretary
SCHEDULE A
TO
MASTER DISTRIBUTION PLAN AND AGREEMENT
(CLASS K SHARES)
REGISTERED
INVESTMENT
COMPANY FUNDS EFFECTIVE DATE
--------------------------------------------------------------------------------
INVESCO BOND FUNDS, INC.
High Yield Fund December 14, 2000
Select Income Fund December 14, 2000
INVESCO COMBINATION STOCK & BOND FUNDS, INC.
Balanced Fund December 14, 2000
Equity Income Fund(4) December 14, 2000
Total Return Fund(1) September 28, 2001
INVESCO COUNSELOR SERIES FUNDS, INC.
Mid-Cap Growth Fund(3) January 15, 2002
INVESCO INTERNATIONAL FUNDS, INC.
European Fund December 14, 2000
INVESCO SECTOR FUNDS, INC.
Energy Fund November 29, 2000
Financial Services Fund November 29, 2000
Health Sciences Fund November 29, 2000
Leisure Fund(1) September 28, 2001
Technology Fund November 29, 2000
Telecommunications Fund November 29, 2000
INVESCO STOCK FUNDS, INC.
Dynamics Fund November 29, 2000
Endeavor Fund November 29, 2000
Growth Fund(2) November 29, 2000
Growth & Income Fund November 29, 2000
Small Company Growth Fund(1) September 28, 2001
Value Equity Fund(1) September 28, 2001
(1) Amended on September 28, 2001.
(2) On October 19, 2001 the name of the Blue Chip Growth Fund was changed to
Growth Fund.
(3) Amended on January 15, 2002.
(4) On March 29, 2002 the name of the Equity Income Fund was changed to Core
Equity Fund.
SCHEDULE B
TO
MASTER DISTRIBUTION PLAN and AGREEMENT
(CLASS K SHARES)
DISTRIBUTION FEE
The Company shall pay the Distributor as full compensation for all
services rendered and all facilities furnished under the Distribution Plan
and Agreement for each Fund (or Class thereof) designated below, a
Distribution Fee determined by applying the annual rate set forth below as to
each Fund (or Class thereof) to the average daily net assets of the Fund (or
Class thereof) for the plan year, computed in a manner used for the
determination of the offering price of shares of the Fund.
MAXIMUM
DISTRIBUTION
FEE AND/OR EFFECTIVE
FUNDS WITH CLASS K SHARES SERVICE FEE DATE
INVESCO Balanced Fund 0.45% December 14, 2000
INVESCO Dynamics Fund 0.45% November 29, 2000
INVESCO Endeavor Fund 0.45% November 29, 2000
INVESCO Energy Fund 0.45% November 29, 2000
INVESCO Core Equity Fund(4) 0.45% December 14, 2000
INVESCO European Fund 0.45% December 14, 2000
INVESCO Financial Services Fund 0.45% November 29, 2000
INVESCO Growth Fund(2) 0.45% November 29, 2000
INVESCO Growth and Income 0.45% November 29, 2000
INVESCO Health Sciences Fund 0.45% November 29, 2000
INVESCO High Yield Fund 0.45% December 14, 2000
INVESCO Leisure Fund(1) 0.45% September 28, 2001
INVESCO Mid-Cap Growth Fund(3) 0.45% January 15, 2002
INVESCO Select Income Fund 0.45% December 14, 2000
INVESCO Small Company Growth Fund(1) 0.45% September 28, 2001
INVESCO Technology Fund 0.45% November 29, 2000
INVESCO Telecommunications Fund 0.45% November 29, 2000
INVESCO Total Return Fund(1) 0.45% September 28, 2001
INVESCO Value Equity Fund(1) 0.45% September 28, 2001
________________
(1) Amended on September 28, 2001.
(2) On October 19, 2001 the name of the Blue Chip Growth Fund was changed to
Growth Fund.
(3) Amended on January 15, 2002.
(4) On March 19, 2002, the name of Equity Income Fund was changed to Core Equity
Fund.
