PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12b-1
PLAN AND AGREEMENT made as of 1st day of June, 1998, by and between
INVESCO VALUE TRUST, a Massachusetts business trust (hereinafter called the
"Company"), 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 shares of
INVESCO Total Return Fund 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 beyond those required by the General Distribution 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 the assets of the Company to finance certain activities in connection
with distribution of the Company's shares.
2. Subject to the supervision of the board of directors, the Company hereby
retains INVESCO to promote the distribution of 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
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
shares of the Company to investors 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 .25 of 1% of the average daily net assets 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 Fund 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, and 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
pursuant to the Plan and Agreement than it would otherwise have been authorized
to expend out of its 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 the 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
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 Fund 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 each become effective immediately upon
approval by a vote of a majority of the outstanding voting securities of the
Company as defined in the Act, and shall continue in effect until June 1, 1999
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, 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 Company. 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 Company, may terminate the Agreement under this Plan, without penalty,
upon 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 Company. 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 Funds
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 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 1st day of June, 1998.
INVESCO VALUE TRUST
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, President
ATTEST: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Secretary
INVESCO DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx,
Senior Vice President
ATTEST: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Secretary
