DRAFT CURRENTLY BEING REVIEWED NOT FINAL
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN AND AGREEMENT
(CLASS R SHARES)
THIS AGREEMENT made as of the 1st day of July, 2003, 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 R common stock of the series of the Company set forth on
Schedule A to this Agreement as amended from time to time (the "Funds") (such
shares of each Fund hereinafter referred to as the "Class R Shares of such
Fund") and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"),
and amends and restates the Master Distribution Plan and Agreement (Class R
Shares) dated as of _________, 2003, by and between the Company and INVESCO
DISTRIBUTORS, INC., a Delaware corporation ("IDI") (the "Original Agreement").
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 "1940 Act"); and
WHEREAS, the Company adopted and approved the Original Agreement in
accordance with the provisions of Rule 12b-1 under the Act to finance the
distribution of the Class R Shares of the Funds; and
WHEREAS, under the provisions of the Original Agreement, the Company
retained IDI to perform the services set forth in the Original Agreement; and
WHEREAS, IDI desires to cease providing services under the Original
Agreement, the Distributor desires to be retained to provide such services and
the Company desires to retain the Distributor to provide such services, all in
accordance with the terms and conditions of this Amended and Restated Master
Distribution Plan and Agreement (Class R Shares) (the "Plan and Agreement"); 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 1940 Act, and who have no
direct or indirect financial interest in the operation of this Plan and
Agreement, cast in person at a meeting called for the purpose of voting on this
Plan and Agreement; and
WHEREAS, this Plan and Agreement does not require the approval of the
holders of Class R Shares, since the terms and conditions set forth herein do
not increase amounts payable under that portion of this Plan and Agreement which
constitutes a plan under Rule 12b-1 under the Act from those set forth in the
Original 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 1940 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 1940 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 R Shares.
SECOND: Each Fund shall incur expenses allocable solely to Class R Shares
per annum of the average daily net assets of such Fund attributable to the Class
R 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. ("NASD").
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 R Shares of a Fund, pursuant to this Plan and Agreement or otherwise, may
be deemed to constitute the indirect use of Class R Shares Fund assets, such
indirect use of Class R 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 R 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
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 shareholder services in connection with the sale
of Shares to the Dealers' clients and customers ("Customers") to
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 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 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 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 contract holder
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 R Shares of the Company. The
Insurance Companies receiving payments under such Variable Contract
Agreements will provide specialized services to contract holders 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 1940 Act, the Securities Act of
1933, rules and regulations of the NASD and its affiliates, and of all other
federal and state laws, rules and regulations governing the issuance and sale of
Class R 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 30th, 2004, and shall
continue in force and effect from year to year thereafter, provided that such
continuance is specifically approved at least annually by the board of directors
of the Company and the Company's directors who are not "interested persons" (as
defined in Section 2(a)(19) of the 0000 Xxx) of the Company and have no direct
or indirect financial interest in the operation of this Plan and Agreement or in
any agreements related to this Plan and Agreement (the "Independent Board
Members") 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 R Shares pursuant to Rule 12b-1 under the 1940 Act shall
become effective as to such Class R Shares upon the approval of such amendment
by a "majority of the outstanding voting securities" (as defined in the 0000
Xxx) of such Class R Shares, provided that the Board of Directors of the Company
has approved such amendment.
TWELFTH: 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 Board Members, 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 R Shares of a Company shall become effective as to such Class R Shares
until such amendment has been approved by the shareholders of such Class R
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 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.
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 Board Members or by vote of a majority of the outstanding
voting securities of Class R 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 direct or indirect
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 1940 Act it
shall remain in effect as such, so as to authorize the use by the
Class R 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 1940 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:
-------------------------------
Name:
Title:
Attest:
Name:
Title:
A I M DISTRIBUTORS, INC.
By:
-------------------------------
Name:
Title:
Attest:
Name:
Title:
SCHEDULE A
TO
MASTER DISTRIBUTION PLAN AND AGREEMENT
(CLASS R SHARES)
REGISTERED
INVESTMENT
COMPANY FUNDS
INVESCO International INVESCO International Blue Chip Value Fund
Funds, Inc.
INVESCO Treasurer's INVESCO Stable Value Fund
Series Funds, Inc.
SCHEDULE B
TO
MASTER DISTRIBUTION PLAN and AGREEMENT
(CLASS R 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 Fee
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.
Asset
Based Maximum Maximum
Sales Service Total
Funds With Class R Shares Charge Fee Fees
INVESCO International Blue Chip Value 0.25% 0.25% 0.50%
Fund
INVESCO Stable Value Fund 0.25% 0.25% 0.50%
