MASTER PLAN AND AGREEMENT OF DISTRIBUTION
PURSUANT TO RULE 12b-1
(INVESTOR CLASS SHARES)
THIS AGREEMENT made as of the 1st day of June, 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
Investor Class shares ("Investor Class Shares") of the common stock of the
Company allocated to each series set forth on Schedule A to this Agreement (the
"Funds") (each series referred to herein individually as a "Fund," or
collectively, the "Funds"), and INVESCO DISTRIBUTORS, INC., a Delaware
corporation ("INVESCO").
WHEREAS, the Company engages in business as an open-end management
investment company, and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, the Company desires to finance the distribution of its Investor
class shares in accordance with this Plan and Agreement of Distribution pursuant
to Rule 12b-1 under the Act (the "Plan and Agreement"); and
WHEREAS, INVESCO 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 Act, and who have no direct
or indirect financial interest in the operation of this Plan and Agreement (the
"Disinterested 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 INVESCO hereby enter into this Agreement pursuant to the Plan in
accordance with the requirements of Rule 12b-1 under the Act, and provide and
agree as follows:
1. The Plan is defined as those provisions of this document by which
the Company adopts a Plan pursuant to Rule 12b-1 under the
Act and authorizes payments as described herein. The Agreement
is defined as those provisions of this document by which the Company
retains INVESCO to provide distribution services for Investor Class
Shares 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. The
Company is hereby authorized to utilize certain assets of the
Company to finance certain activities in connection with
distribution of the Company's Investor Class Shares.
2. Subject to the supervision of the board of directors, the Company
hereby retains INVESCO to promote the distribution of the Investor
Class Shares of the Company by providing services and engaging in
activities beyond those specifically required by the Distribution
Agreement between the Company and INVESCO and to provide related
services. The activities and services to be provided by
INVESCO hereunder shall include one or more of the following: (a)
the payment of compensation (including trail commissions and
incentive compensation) to securities dealers, financial
institutions and other organizations, which may include INVESCO-
affiliated companies, that render distribution and
administrative services in connection with the distribution of
the Company's Investor Class Shares; (b) the printing and
distribution of reports and prospectuses for the use of
potential investors in the Company; (c) the preparing and
distributing of sales literature; (d) the providing of
advertising and engaging in other promotional activities, including
direct mail solicitation, and television, radio, newspaper and
other media advertisements; and (e) the providing of such other
services and activities as may from time to time be agreed upon by
the Company. Such reports and prospectuses, sales literature,
advertising and promotional activities and other services and
activities may be prepared and/or conducted either by INVESCO's
own staff, the staff of INVESCO-affiliated companies, or third
parties.
3. INVESCO hereby undertakes to use its best efforts to promote sales
of Investor Class Shares of the Company by engaging in those
activities specified in Paragraph 2 above as may be necessary and as
it from time to time believes will best further sales of such
Shares.
4. The Company is hereby authorized to expend, out of its assets, on a
monthly basis, and shall pay INVESCO to such extent, to enable
INVESCO at its discretion to engage over a rolling twelve-month
period (or the rolling twenty-four month period specified below)
in the activities and provide the services specified in Paragraph 2
above, an amount computed at an annual rate of 0.25 of 1% of the
average daily net assets attributable to the Investor Class Shares
of the Company during the month. INVESCO shall not be entitled
hereunder to payment for overhead expenses (overhead expenses
defined as customary overhead NOT including the costs of INVESCO's
personnel whose PRIMARY responsibilities involve marketing of the
INVESCO Funds). Payments by the Company hereunder, for any month,
may be used to compensate INVESCO for: (a) activities engaged in
and services provided by INVESCO during the rolling twelve-month
period in which that month falls, or (b) to the extent permitted by
applicable law, for any month during the first twenty-four
months following the Company's commencement of operations,
activities engaged in and services provided by INVESCO during the
rolling twenty-four month period in which that month falls, and any
obligations incurred by INVESCO in excess of the limitation described
above shall not be paid for out of Company assets. The Company
shall not be authorized to expend, for any month, a greater
percentage of its assets to pay INVESCO for activities engaged in
and services provided by INVESCO during the rolling twenty-four
month period referred to above than it would otherwise be authorized
to expend out of its assets to pay INVESCO for activities engaged in
and services provided by INVESCO during the rolling twelve-month
period referred to above. However, INVESCO Combination Stock &
Bond Funds, Inc., INVESCO Bond Funds, Inc., and INVESCO Stock
Funds, Inc., are not authorized to expend, for any month, a greater
percentage of their assets to pay INVESCO for activities engaged in
and services provided by INVESCO pursuant to the Plan and Agreement
than they would otherwise have been authorized to expend out of their
assets to reimburse INVESCO for expenditures incurred by INVESCO
pursuant to the Plan and Agreement as it existed prior to February
5, 1997. No payments will be made by a Company hereunder after the
date of termination of the Plan and Agreement.
5. To the extent that obligations incurred by INVESCO out of its own
resources to finance any activity primarily intended to result in
the sale of Investor Class Shares of the Company, pursuant to this
Plan and Agreement or otherwise, may be deemed to constitute the
indirect use of Company assets, such indirect use of Company assets
is hereby authorized in addition to, and not in lieu of, any other
payments authorized under this Plan and Agreement.
6. The Treasurer of INVESCO shall provide to the board of directors of
the Company, at least quarterly, a written report of all moneys
spent by INVESCO on the activities and services specified in
Paragraph 2 above pursuant to the Plan and Agreement. Each such
report shall itemize the activities engaged in and services
provided by INVESCO to a Company as authorized by the penultimate
sentence of Paragraph 4 above. Upon request, but no less frequently
than annually, INVESCO shall provide to the board of directors of
the Company such information as may reasonably be required for it
to review the continuing appropriateness of the Plan and Agreement.
7. This Plan and Agreement shall become effective immediately, since
the predecessor Plans and Agreements for each Company and/or series
thereof had already been approved by a vote of a majority of the
outstanding voting securities, as defined in the Act, of the
Investor Class Shares of each Company, and shall continue in
effect until May 30, 2001, unless terminated as provided below.
Thereafter, the Plan and Agreement shall continue in effect from year
to year, provided that the continuance of each is approved at least
annually by a vote of the board of directors of the Company,
including a majority of the Disinterested Directors, cast in
person at a meeting called for the purpose of voting on such
continuance. The Plan may be terminated at any time with
respect to a Company and/or any one or more series thereof, without
penalty, by the vote of a majority of the Disinterested Directors
or by the vote of a majority of the outstanding voting securities
of the Investor Class Shares of the Company or any series, as
applicable. INVESCO, or the Company, by vote of a majority of the
Disinterested Directors or of the holders of a majority of the
outstanding voting securities of the Investor Class Shares of the
Company or series, as applicable, may terminate the Agreement under
this Plan, without penalty, upon thirty (30) days' written notice
to the other party. In the event that neither INVESCO nor any
affiliate of INVESCO serves the Company as investment adviser, the
agreement with INVESCO pursuant to this Plan shall terminate at such
time. The board of directors may determine to approve a
continuance of the Plan, but not a continuance of the Agreement,
hereunder.
8. So long as the Plan 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.
9. This Plan may not be amended to increase the amount to be spent by
the Company hereunder without approval of a majority of the
outstanding voting securities of the Investor Class Shares of the
Company or series, as applicable. All material amendments to the
Plan and to the Agreement must be approved by the vote of the board
of directors of the Company, including a majority of the
Disinterested Directors, cast in person at a meeting called for the
purpose of voting on such amendment.
10. To the extent that this Plan and Agreement constitutes a Plan of
Distribution adopted pursuant to Rule 12b-1 under the Act it shall
remain in effect as such, so as to authorize the use by the
Company of its assets in the amounts and for the purposes set forth
herein, notwithstanding the occurrence of an "assignment," as
defined by the Act and the rules thereunder. To the extent it
constitutes an agreement with INVESCO pursuant to a plan, it shall
terminate automatically in the event of such "assignment." Upon
a termination of the agreement with INVESCO, the Company 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 INVESCO, or the adoption of other arrangements regarding
the use of the amounts authorized to be paid by the a Company and its
series hereunder, by the Company's board of directors in accordance
with the procedures set forth in Paragraph 7 above.
11. The Company shall preserve copies of this Plan and Agreement and all
reports made pursuant to Paragraph 6 hereof, together with minutes
of all board of directors meetings at which the adoption, amendment
or continuance of the Plan were considered (describing the factors
considered and the basis for decision), for a period of not less
than six (6) years from the date of this Plan and Agreement, or any
such reports or minutes, as the case may be, the first two years in
an easily accessible place.
12. This Plan and Agreement shall be construed in accordance with the
laws of the State of Colorado and applicable provisions of the Act.
To the extent the applicable laws of the State of Colorado, or any
provisions herein, conflict with the applicable provisions of the
Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Plan and Agreement on the day above first above written.
INVESCO BOND FUNDS, INC.
INVESCO COMBINATION STOCK & BOND FUNDS, INC.
INVESCO INTERNATIONAL FUNDS, INC.
INVESCO SECTOR FUNDS, INC.
INVESCO STOCK FUNDS, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
--------------------------
Xxxx X. Xxxxxxxxxx, President
ATTEST:
/s/ Xxxx X. Xxxxx
-----------------
Xxxx X. Xxxxx, Secretary
INVESCO DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------
Xxxxxx X. Xxxxxx, Senior Vice President
ATTEST:
/s/ Xxxx X. Xxxxx
-----------------
Xxxx X. Xxxxx, Secretary
SCHEDULE A
TO
MASTER PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12B-1
(INVESTOR CLASS)
REGISTERED INVESTMENT COMPANY FUNDS
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INVESCO Bond Funds, Inc. High Yield Fund
Select Income Fund
Tax-Free Bond Fund
U.S. Government Securities Fund
INVESCO Combination Stock & Bond Funds, Inc. Balanced Fund
Core Equity Fund(3)
Total Return Fund
INVESCO Global & International Funds, Inc.(1),(6) European Fund
International Blue Chip Value Fund
INVESCO Sector Funds, Inc. Energy Fund
Financial Services Fund
Gold & Precious Metals Fund(4)
Health Sciences Fund
Leisure Fund
Real Estate Opportunity Fund
Technology Fund
Telecommunications Fund
Utilities Fund
INVESCO Stock Funds, Inc. Dynamics Fund
Endeavor Fund
Growth Fund(2)
Growth & Income Fund
Mid-Cap Growth Fund (5),(7)
Small Company Growth Fund
S&P 500 Index Fund
Value Equity Fund
(1) Amended to reflect the liquidation and termination of Latin American Growth
and Pacific Basin Funds on November 28, 2000.
(2) On October 19, 2001 the name of the Blue Chip Growth Fund was changed to
Growth Fund.
(3) On March 29, 2002 the name of the Equity Income Fund was changed to Core
Equity Fund.
(4) On July 31, 2002, the name of the Gold Fund was changed to Gold & Precious
Metals Fund.
(5) Amended on August 30, 2002.
(6) On October 21, 2002, the name of INVESCO International Funds, Inc. was
changed to INVESCO Global & International Funds, Inc.
(7) Amended on November 30, 2002 to convert Mid-Cap Growth Fund from a series of
INVESCO Counselor Series Funds, Inc. to a series of INVESCO Stock Funds,
Inc.
