Exhibit (e)(1)
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
THIS AGREEMENT made as of the 18th day of August, 2003, by and between
each registered investment company set forth on Schedule A to this Agreement
(each individually referred to as "Fund", or collectively, "Funds"), severally,
on behalf of each of its series of common stock or beneficial interest, as the
case may be, set forth on Schedule A to this Agreement, (each, a "Portfolio"),
with respect to each class of shares except Class B Shares as set forth on
Schedule A to this Agreement, (the "Shares") of each Portfolio, and A I M
DISTRIBUTORS, INC., a Delaware corporation (the "Distributor").
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and other good
and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
FIRST: The Fund on behalf of each Portfolio hereby appoints the
Distributor as its exclusive agent for the sale of the Shares to the public
directly and through investment dealers and financial institutions in the United
States and throughout the world in accordance with the terms of the then current
prospectus or statement of additional information (collectively, a "Prospectus")
applicable to the Portfolio.
SECOND: The Fund shall not sell any Shares except through the Distributor
and under the terms and conditions set forth in paragraph FOURTH below.
Notwithstanding the provisions of the foregoing sentence, however:
(A) the Fund may issue Shares of a Portfolio to any other investment
company or personal holding company, or to the shareholders thereof, in exchange
for all or a majority of the shares or assets of any such company;
(B) the Fund may issue Shares at their net asset value in connection with
certain classes of transactions or to certain classes of investors, in
accordance with Rule 22d-1 under the Investment Company Act of 1940, as amended
(the "1940 Act"), provided that any such class of transaction or class of
investor is specified in the Prospectus of the applicable Portfolio; and
(C) the Fund shall have the right to specify minimum amounts for initial
and subsequent orders for the purchase of Shares of a Portfolio.
THIRD: The Distributor hereby accepts appointment as exclusive agent for
the sale of the Shares and agrees that it will use its best efforts to sell such
Shares; provided, however, that:
(A) the Distributor may, and when requested by the Fund on behalf of a
Portfolio shall, suspend its efforts to effectuate sales of Shares at any time
when, in the opinion of the Distributor or of the Fund, no sales should be made
because of market or other economic considerations or abnormal circumstances of
any kind;
1
(B) the Fund may withdraw the offering of the Shares of a Portfolio (i) at
any time with the consent of the Distributor, or (ii) without such consent when
so required by the provisions of any statute or of any order, rule or regulation
of any governmental body having jurisdiction; and
(C) the Distributor, as agent, does not undertake to sell any specific
amount of Shares of a Portfolio.
FOURTH:
(A) The public offering price of the Shares of a Portfolio (the "offering
price") shall be the net asset value per share plus a sales charge, if any. Net
asset value per share shall be determined in accordance with the provisions of
the Prospectus of the applicable Portfolio. The sales charge shall be
established by the Distributor. The Distributor may establish a schedule of
contingent deferred sales charges to be imposed at the time of redemption of
certain Shares and such schedule of contingent deferred sales charges shall be
disclosed in the Prospectus of each Portfolio. The sales charges and schedule of
contingent deferred sales charges may reflect scheduled variations in, the
elimination of, or waivers of sales charges on sales of or redemptions of Shares
either generally to the public, or to any specified class of investors or in
connection with any specified class of transactions, in accordance with
applicable rules and regulations and exemptive relief granted by the Securities
and Exchange Commission ("SEC") and as set forth in the Prospectus applicable to
the Shares. The Distributor and the Fund shall apply any then applicable
scheduled variation in, elimination of, or waiver of, the selling commission or
contingent deferred sales charge uniformly to all classes of transactions or
classes of investors.
(B) The Portfolios shall allow directly to investment dealers and other
financial institutions through whom Shares are sold, such portion of any
applicable sales charges as may be payable to them and specified by the
Distributor up to but not exceeding the amount of the total sales charge. The
difference between any sales charges so payable and the total sales charges
included in the offering price shall be paid to the Distributor.
The Distributor may pay to investment dealers and other financial
institutions through whom Shares are sold, such sales charge or other payment as
the Distributor may specify from time to time. Payment of any such sales charge
or other payment shall be the sole obligation of the Distributor.
(C) No provision of this Agreement shall be deemed to prohibit any
payments by a Fund to the Distributor or by the Distributor to investment
dealers, financial institutions and 401(k) plan service providers where such
payments are made under a distribution plan adopted by the Fund on behalf of the
Shares of a Portfolio pursuant to Rule 12b-1 under the 1940 Act.
(D) The Fund shall redeem the Shares from shareholders in accordance with
the terms set forth from time to time in the Prospectus of each Portfolio. The
price to be paid to a shareholder to redeem the Shares shall be equal to the net
asset value of the Shares being redeemed, less any applicable contingent
deferred sales charge ("gross redemption proceeds"), calculated pursuant to the
then applicable schedule of contingent deferred sales charges, and if
applicable, after payment of any applicable contingent deferred sales charge,
less any applicable redemption fee, which redemption fee shall be retained by
the Portfolio ("net redemption proceeds"). The Distributor shall be entitled to
receive the amount of any applicable contingent deferred sales charge that has
been subtracted from gross redemption proceeds. The Fund shall pay or cause the
Fund's transfer agent to pay the applicable contingent deferred sales charge to
the Distributor on the date net redemption proceeds are payable to the redeeming
shareholder.
2
FIFTH: The Distributor shall act as agent of the Fund on behalf of each
Portfolio in connection with the sale and redemption of Shares. Except with
respect to such sales and redemptions, the Distributor shall act as principal in
all matters relating to the promotion or the sale of Shares and shall enter into
all of its own engagements, agreements and contracts as principal on its own
account. The Distributor shall enter into agreements with investment dealers and
financial institutions selected by the Distributor, authorizing such investment
dealers and financial institutions to offer and sell the Shares to the public
upon the terms and conditions set forth therein, which shall not be inconsistent
with the provisions of this Agreement. Each agreement shall provide that the
investment dealer or financial institution shall act as a principal, and not as
an agent, of the Fund on behalf of the Portfolios.
SIXTH: The Portfolio shall bear:
(A) the expenses of qualification of Shares for sale in connection with
such public offerings in such states as shall be selected by the Distributor,
and of continuing the qualification therein until the Distributor notifies the
Fund that it does not wish such qualification continued; and
(B) all legal expenses in connection with the foregoing.
SEVENTH: The Distributor shall bear the expenses of printing from the
final proof and distributing the Prospectuses for the Shares (including
supplements thereto) relating to public offerings made by the Distributor
pursuant to this Agreement (which shall not include those Prospectuses, and
supplements thereto, to be distributed to shareholders of each Portfolio), and
any other promotional or sales literature used by the Distributor or furnished
by the Distributor to investment dealers and financial institutions in
connection with such public offerings, and expenses of advertising in connection
with such public offerings.
EIGHTH: The Distributor will accept orders for the purchase of Shares only
to the extent of purchase orders actually received and not in excess of such
orders, and it will not avail itself of any opportunity of making a profit by
expediting or withholding orders. The Fund may reject purchase orders where, in
the judgment of the Fund, such rejection is in the best interest of the Fund.
NINTH: The Fund, on behalf of the Portfolios, and the Distributor shall
each comply with all applicable provisions of the 1940 Act, the Securities Act
of 1933, as amended, and of all other federal and state laws, rules and
regulations governing the issuance and sale of the Shares.
TENTH:
(A) In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Distributor, the Fund on behalf of the Portfolios shall indemnify the
Distributor against any and all claims, demands, liabilities and expenses which
the Distributor may incur under the Securities Act of 1933, or common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in any registration statement or Prospectus of the
Portfolios, or any omission to state a material fact therein, the omission of
which makes any statement contained therein misleading, unless such statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Fund in connection therewith by or on behalf of the
Distributor. The Distributor shall indemnify the Fund and the Shares against any
and all claims, demands, liabilities and expenses which the Fund or the Shares
may incur arising out of or based upon any act or deed of the Distributor or its
sales representatives which has not been authorized by the Fund in its
Prospectus or in this Agreement.
3
(B) The Distributor shall indemnify the Fund and the Portfolio against any
and all claims, demands, liabilities and expenses which the Fund or the
Portfolio may incur under the Securities Act of 1933, as amended, or common law
or otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in any registration statement or Prospectus of the
Portfolios, or any omission to state a material fact therein if such statement
or omission was made in reliance upon, and in conformity with, information
furnished to the Fund in connection therewith by or on behalf of the
Distributor.
(C) Notwithstanding any other provision of this Agreement, the Distributor
shall not be liable for any errors of the transfer agent(s) of the Portfolio, or
for any failure of any such transfer agent to perform its duties.
ELEVENTH: Nothing herein contained shall require the Fund to take any
action contrary to any provision of its Agreement and Declaration of Trust, as
amended, or to any applicable statute or regulation.
TWELFTH: This Agreement shall become effective with respect to the Shares
of each Portfolio upon its approval by the Board of Trustees or Board of
Directors of the fund and by a vote of the majority of the trustees or directors
of the Fund who are not interested parties to this Agreement or "interested
persons" (as defined in Section 2(a)(19) of the 0000 Xxx) of any party to this
Agreement cast in person at a meeting called for such purpose, shall continue in
force and effect until June 30, 2004, and shall continue in force and effect
from year to year thereafter, provided, that such continuance is specifically
approved with respect to the Shares of each Portfolio at least annually (a)(i)
by the Board of Trustees or Board of Directors of the Fund or (ii) by the vote
of a majority of the outstanding Shares of such class of such Portfolio (as
defined in Section 2(a)(42) of the 1940 Act), and (b) by vote of a majority of
the trustees or directors of the Fund who are not parties to this Agreement or
"interested persons" (as defined in Section 2(a)(19) of the 0000 Xxx) of any
party to this Agreement cast in person at a meeting called for such purpose.
THIRTEENTH:
(A) This Agreement may be terminated with respect to the Shares of any
Portfolio at any time, without the payment of any penalty, by vote of the Board
of Trustees or Board of Directors of the Fund or by vote of a majority of the
outstanding Shares of such class of such Portfolio, or by the Distributor, on
sixty (60) days' written notice to the other party; and
(B) This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" having the meaning set forth in Section
2(a)(4) of the 1940 Act.
FOURTEENTH: Any notice under this 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, the addresses of each Fund and the Distributor shall be 00
Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000-0000.
FIFTEENTH: Notice is hereby given that, as provided by applicable law, the
obligations of or arising out of this Agreement are not binding upon any of the
shareholders of the Fund or any Portfolio individually, but are binding only
upon the assets and property of the Fund or such Portfolio and that the
shareholders shall be entitled, to the fullest extent permitted by applicable
law, to the same limitation on personal liability as stockholders of private
corporations for profit.
4
SIXTEENTH: This Agreement shall be deemed to be a contract made in the
State of Delaware and governed by, construed in accordance with and enforced
pursuant to the internal laws of the State of Delaware without reference to its
conflicts of laws rules.
5
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in duplicate on the day and year first above written.
EACH FUND (LISTED ON SCHEDULE A) ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
A I M DISTRIBUTORS, INC.
By: /s/ Xxxx X. Needles
----------------------------------
Name: Xxxx X. Needles
Title: President
6
SCHEDULE A
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
INVESCO BOND FUNDS, INC.
INVESCO High Yield Fund - Class A
Class C
Class K
Investor Class
INVESCO Select Income Fund - Class A
Class C
Class K
Investor Class
INVESCO Tax-Free Bond Fund - Class A
Class C
Investor Class
INVESCO U.S. Government Securities Fund - Class A
Class C
Investor Class
INVESCO COMBINATION STOCK & BOND FUNDS, INC.
INVESCO Balanced Fund - Class A
Class C
Class K
Institutional Class
Investor Class
INVESCO Core Equity Fund - Class A
Class C
Class K
Investor Class
INVESCO Total Return Fund - Class A
Class C
Class K
Institutional Class
Investor Class
7
INVESCO COUNSELOR SERIES FUNDS, INC.
INVESCO Advantage Fund - Class A
Class C
INVESCO Advantage Global Health Sciences Fund - Class A
Class C
INVESCO INTERNATIONAL FUNDS, INC.
INVESCO European Fund - Class A
Class C
Class K
Investor Class
INVESCO International Blue Chip Value Fund - Class A
Class C
Class R
Investor Class
INVESCO MANAGER SERIES FUNDS, INC.
INVESCO Multi-Sector Fund - Class A
Class C
INVESCO MONEY MARKET FUNDS, INC.
INVESCO Cash Reserves Fund - Class A
Class C
Investor Class
INVESCO Tax-Free Money Fund - Investor Class
INVESCO U.S. Government Money Fund - Investor Class
INVESCO SECTOR FUNDS, INC.
INVESCO Energy Fund - Class A
Class C
Class K
Investor Class
INVESCO Financial Services Fund - Class A
Class C
Class K
Investor Class
INVESCO Gold & Precious Metals Fund - Class A
Class C
Investor Class
INVESCO Health Science Fund - Class A
Class C
8
Class K
Investor Class
INVESCO Leisure Fund - Class A
Class C
Class K
Investor Class
INVESCO Real Estate Opportunity Fund - Class A
Class C
Investor Class
INVESCO Technology Fund - Class A
Class C
Class K
Institutional Class
Investor Class
INVESCO Telecommunications Fund - Class A
Class C
Class K
Investor Class
INVESCO Utilities Fund - Class A
Class C
Investor Class
INVESCO STOCK FUNDS, INC.
INVESCO Dynamics Fund - Class A
Class C
Class K
Institutional Class
Investor Class
INVESCO Growth Fund - Class A
Class C
Class K
Investor Class
INVESCO Growth & Income Fund - Class A
Class C
Class K
Investor Class
9
INVESCO Mid-Cap Growth Fund - Class A
Class C
Class K
Institutional Class
Investor Class
INVESCO Small Company Growth Fund - Class A
Class C
Class K
Investor Class
INVESCO S&P 500 Index Fund - Institutional Class
Investor Class
INVESCO Value Equity Fund - Class A
Class C
Class K
Investor Class
INVESCO TREASURER'S SERIES FUNDS, INC.
INVESCO Stable Value Fund - Class R
Institutional Class
10
