MASTER RELATED AGREEMENT TO
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS K SHARES)
This Master Related Agreement (the "Agreement") is entered into in accordance
with Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"1940 Act") by each registered investment company, listed in Schedule A to
this Agreement (each individually referred to as a "Fund", or collectively,
"Funds"), severally, on behalf of each of the series of common stock or
beneficial interest, as the case may be, set forth in Schedule A to this
Agreement (each, a "Portfolio" ), with respect to the Class K Shares of each
such Portfolio listed on Schedule A. This Agreement, being made between
A I M Distributors, Inc. ("Distributors") and each Fund, on behalf of each
applicable Portfolio, defines the services to be provided by Distributors, or
its designees, for which it is to receive payments pursuant to the Amended
and Restated Master Distribution Plan (Class K Shares) (the "Plan") adopted
by each of the Funds. The Plan has been approved by a majority of the
directors/trustees ("Trustees") of each of the Funds, including a majority of
the Trustees who have no direct or indirect financial interest in the
operation of the Plan or this Agreement (the "Dis-Interested Trustees"), by
votes cast in person at a meeting called for the purpose of voting on the
Plan.
1. a. Distributors may use payments received pursuant to Paragraph 2 of
this Agreement to provide continuing personal shareholder services to
customers who may, from time to time, directly or beneficially own
shares of the Funds. Continuing personal shareholder services may
include but are not limited to, distributing sales literature to
customers, answering routine customer inquiries regarding the Funds,
assisting customers in changing dividend options, account designations
and addresses, and in enrolling in any of several special investment
plans offered in connection with the purchase of the Funds' shares,
assisting customers in the establishment and maintenance of customer
accounts and records and in the placement of purchase and redemption
transactions, assisting customers in investing dividends and capital
gains distributions automatically in shares, and providing such other
services as the Funds or the customer may reasonably request and
Distributors agrees to provide. Distributors will not be obligated to
provide services which are provided by a transfer agent for a Fund with
respect to a Portfolio.
b. Distributors may also use the payments received pursuant to
Paragraph 2 of this Agreement for distribution-related services. As
used in this Agreement, "distribution-related services" shall mean any
activity which is primarily intended to result in the sale of the
Shares, including, but not limited to, organizing and conducting sales
seminars, implementing advertising programs, engaging finders and
paying finders fees, printing prospectuses and statements of additional
information (and supplements thereto) and annual and semi-annual
reports for other than existing shareholders, preparing and
distributing advertising material and sales literature, making
supplemental payments to dealers and other institutions as asset-based
sales charges, and administering the Plan.
c. Distributors may provide the services described in paragraphs a.
and b. above either directly or through third parties (its "designees").
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2. For the services provided by Distributors or its designees pursuant to
this Agreement, each Fund shall pay Distributors a fee, calculated at
the end of each month at the annual rate set forth in Schedule A, or
such lesser rate as shall be agreed to by Distributors, as applied to
the average net asset value of the shares of such Fund purchased or
acquired through exchange on or after the Plan Calculation Date shown
for such Fund on Schedule A.
3. The total of the fees calculated for all of the Funds listed on
Schedule A for any period with respect to which calculations are made
shall be paid to Distributors within 10 days after the close of each
month.
4. Distributors shall furnish the Funds with such information as shall
reasonably be requested by the Trustees of the Funds with respect to
the fees paid to Distributors pursuant to this Agreement.
5. Distributors shall furnish the Trustees of the Funds, for their review
on a quarterly basis, a written report of the amounts expended under
the Plan and the purposes for which such expenditures were made.
6. Distributors may enter into other similar Master Related Agreements
with any other investment company without a Fund's consent.
7. This Agreement shall become effective immediately upon its approval by
a majority of the Trustees of each of the Funds, including a majority
of the Dis-Interested Trustees, by votes cast in person at a meeting
called for the purpose of voting on the Plan and this Agreement.
8. This Agreement shall continue in full force and effect as long as the
continuance of the Plan and this Agreement are approved at least
annually by a vote of the Trustees, including a majority of the
Dis-Interested Trustees, cast in person at a meeting called for the
purpose of voting thereon.
9. This Agreement may be terminated with respect to any Fund at any time
without payment of any penalty by the vote of a majority of the
Trustees of such Fund who are Dis-interested Trustees or by a vote of a
majority of the Fund's outstanding shares, on sixty (60) days' written
notice. It will be terminated by any act which terminates the Fund's
Plan, and in any event, it shall terminate automatically in the event
of its assignment as that term is defined in the 1940 Act.
10. This Agreement may be amended by mutual written agreement of the
parties.
11. All communications should be sent to the address of each ▇▇▇▇▇▇ as
shown at the bottom of this Agreement.
12. This Agreement shall be construed in accordance with the laws of the
State of Texas.
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A I M DISTRIBUTORS, INC.
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: President
EFFECTIVE [DATE]. FUND (LISTED IN SCHEDULE A)
on behalf of the Class K Shares of each
Portfolio listed on Schedule A
By:
---------------------------------
Name:
--------------------------------
Title:
------------------------------
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SCHEDULE "A" TO
MASTER RELATED AGREEMENT
Maximum Aggregate
Fund Fee Rate* Plan Calculation Date
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INVESCO BOND FUNDS, INC.
INVESCO High Yield Fund K Shares 0.45 December 14, 2000
INVESCO Select Income Fund K Shares 0.45 December 14, 2000
INVESCO COMBINATION STOCK & BOND FUNDS, INC.
INVESCO Balanced Fund K Shares 0.45 December 14, 2000
INVESCO Core Equity Fund K Shares 0.45 December 14, 2000
INVESCO Total Return Fund K Shares 0.45 September 28, 2001
INVESCO INTERNATIONAL FUNDS, INC.
INVESCO European Fund K Shares 0.45 December 14, 2000
INVESCO SECTOR FUNDS, INC.
INVESCO Energy Fund K Shares 0.45 November 29, 2000
INVESCO Financial Services Fund K Shares 0.45 November 29, 2000
INVESCO Health Sciences Fund K Shares 0.45 November 29, 2000
INVESCO Leisure Fund K Shares 0.45 September 28, 2001
INVESCO Technology Fund K Shares 0.45 November 29, 2000
INVESCO Telecommunications Fund K Shares 0.45 November 29, 2000
INVESCO STOCK FUNDS, INC.
INVESCO Dynamics Fund K Shares 0.45 November 29, 2000
INVESCO Growth Fund K Shares 0.45 November 29, 2000
INVESCO Growth & Income Fund K Shares 0.45 November 29, 2000
INVESCO Mid-Cap Growth Fund K Shares 0.45 January 15, 2002
INVESCO Small Company Growth Fund K Shares 0.45 September 28, 2001
INVESCO Value Equity Fund K Shares 0.45 September 28, 2001
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* Of this amount, 0.25% is paid as a shareholder servicing fee and the
remainder is paid as an asset based sales charge, as these terms are
defined under the rules of the NASD, Inc.
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