MASTER DISTRIBUTION PLAN AND AGREEMENT
(CLASS A 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
shares of the Class A shares ("Class A Shares") of the common stock of the
Company allocated to each series set forth on Schedule A to this Agreement as
amended from time to time (the "Funds") 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 "Act"); and
WHEREAS, the Company desires to finance the distribution of the Class A
Shares of the Funds in accordance with this Master Distribution Plan and
Agreement of Distribution pursuant to Rule 12b-1 under the 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 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 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 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 A Shares.
SECOND: Each Fund shall incur expenses per annum allocable solely to Class
A Shares of the average daily net assets of such Fund attributable to the Class
A 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.
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 A Shares, pursuant to this Plan and Agreement or otherwise, may be
deemed to constitute the indirect use of Class A Shares Fund assets, such
indirect use of Class A 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 A 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
Class A 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 personal shareholder services in connection with
the sale of Shares to the Dealers' clients and customers ("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 Class A 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 Class A 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 Class A 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 contractholder
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 A Shares of the Company. The
Insurance Companies receiving payments under such Variable Contract
Agreements will provide specialized services to contractholders 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 Act, the Securities Act of 1933,
rules and regulations of the National Association of Securities Dealers, Inc.
and its affiliates, and of all other federal and state laws, rules and
regulations governing the issuance and sale of Class A 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 31, 2001, and shall
continue in force and effect from year to year thereafter, provided that such
continuance is specifically approved at least annually by a majority of the
Board of Directors of the Company and a majority of the Company's Independent
Directors 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 A Shares pursuant to Rule 12b-1 under the 1940 Act shall
become effective as to such Class A Shares upon the approval of such amendment
by a "majority of the outstanding voting securities" (as defined in the 0000
Xxx) of such Class A 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 the Independent Directors of the Company,
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 A Shares of a Company
shall become effective as to such Class A Shares until such amendment has been
approved by the shareholders of such Class A 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 Independent Directors of the Company shall be
committed to the discretion of the Independent Directors then in office.
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 Independent Directors of the Company then in office.
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 Directors or by vote of a majority of the outstanding
voting securities of Class A 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 Act it shall
remain in effect as such, so as to authorize the use by the Class A
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 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:
Name: Xxxx X. Xxxxx
Title: Secretary
SCHEDULE A
TO
MASTER DISTRIBUTION PLAN AND AGREEMENT
(CLASS A SHARES)
REGISTERED
INVESTMENT
COMPANY FUNDS EFFECTIVE DATE
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INVESCO ADVANTAGE SERIES FUNDS, INC.(1) AUGUST 23, 2000
Advantage Fund
Global Growth Fund(2) November 29, 2000
Advantage Global Health
Sciences Fund(3) May 15, 2001
Mid-Cap Growth Fund(4) September 28, 2001
INVESCO MONEY MARKET FUNDS, INC. AUGUST 23, 2000
Cash Reserves Fund
(1) Amended on November 8, 2000 - On November 8, 2000, the name of the INVESCO
Advantage Series Funds, Inc. was changed to INVESCO Counselor Series Funds,
Inc. Therefore, all references to INVESCO Advantage Series Funds, Inc.
should be changed to INVESCO Counselor Series Funds, Inc.
(2) Amended on November 29, 2000.
(3) Amended on May 15, 2001.
(4) Amended on September 28, 2001.
SCHEDULE B
TO
MASTER DISTRIBUTION PLAN and AGREEMENT
(CLASS A 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 Fee1
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
ASSET MAXIMUM MAXIMUM
FUND CLASS A SHARES BASED SALES SERVICE AGGREGATE EFFECTIVE
CHARGE FEE FEE DATE
INVESCO Advantage Fund 0.10% 0.25% 0.35% August 23, 2000
INVESCO Cash Reserves Fund 0.10% 0.25% 0.35% August 23, 2000
INVESCO Global Growth Fund(2) 0.10% 0.25% 0.35% November 29, 2000
INVESCO Advantage Global
Health Sciences Fund(3) 0.10% 0.25% 0.35% May 15, 2001
INVESCO Mid-Cap Growth Fund(4) 0.10% 0.25% 0.35% September 28, 2001
-----------------
(1) The Distribution Fee is payable apart from the sales charge, if any, as
stated in the current prospectus for the applicable Fund (or Class
thereof).
(2) Amended on November 29, 2000.
(3) Amended on May 15, 2001.
(4) Amended on September 28, 2001.
