INVESCO ADVANTAGE FUND PLAN PURSUANT TO RULE 18F-3
AUGUST 23, 2000
1. THE PLAN. This Plan is the written multiple class plan for the INVESCO
Advantage Fund (the "Fund") for INVESCO Distributors, Inc. ("IDI"), the
general distributor of shares of the Fund and INVESCO Funds Group, Inc.
("INVESCO"), the investment adviser of the Fund. It is the written
plan contemplated by Rule 18f-3 (the "Rule") under the Investment
Company Act of 1940 (the "1940 Act"), pursuant to which the Fund may
issue multiple classes of shares. The terms and provisions of this
Plan shall be interpreted and defined in a manner consistent with the
provisions and definitions contained in the Rule.
2. SIMILARITIES AND DIFFERENCES AMONG CLASSES. The Fund agrees that one
or more classes of that Fund:
(1) may have separate service plans or distribution and service plans
("12b-1 Plans"), and shall pay all of the expenses incurred pursuant
to that arrangement, and may pay a different share of expenses ("Class
Expenses") if such expenses are actually incurred in a different
amount by that class, or if the class receives services of a different
kind or to a different degree than that of other classes. Class
Expenses are those expenses specifically attributable to the
particular class of shares, namely (a) 12b-1 Plan fees, (b) transfer
and shareholder servicing agent fees and administrative service fees,
(c) shareholder meeting expenses, (d) blue sky and SEC registration
fees and (e) any other incremental expenses subsequently identified
that should be allocated to one class which shall be approved by a
vote of that Fund's Board of Directors (the "Directors"). Expenses
identified in Items (c) through (e) may involve issues relating either
to a specific class or to the entire Fund; such expenses constitute
Class Expenses only when they are attributable to a specific class.
Because Class Expenses may be accrued at different rates for each
class of the Fund, dividends distributable to shareholders and net
asset values per share may differ for shares of different classes of
the Fund.
(2) shall have exclusive voting rights on any matters that relate
solely to that class's arrangements, including without limitation
voting with respect to a 12b-1 Plan for that class;
(3) shall have separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the
interests of any other class;
(4) may have a different arrangement for shareholder services,
including different sales charges, sales charge waivers, purchase and
redemption features, exchange privileges, loan privileges, the
availability of certificated shares and/or conversion features; and
(5) shall have in all other respects the same rights and obligations
as each other class.
3. ALLOCATIONS OF INCOME, CAPITAL GAINS AND LOSSES AND EXPENSES. Income,
realized and unrealized capital gains and losses, and expenses of the Fund
other than Class Expenses allocated to a particular class shall be
allocated to each class on the basis of the net asset value of that class
in relation to the net asset value of the Fund.
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4. EXPENSE WAIVERS AND REIMBURSEMENTS. From time to time the Adviser may
voluntarily undertake to (i) waive any portion of the management fee
charged to the Fund, and/or (ii) reimburse any portion of the expenses of
the Fund or of one or more of its classes, but is not required to do so or
to continue to do so for any period of time. The quarterly report by the
Advisor to the Directors of Fund expense reimbursements shall disclose any
reimbursements that are not equal for all classes of the Fund.
5. DISCLOSURE. The classes of shares to be offered by the Fund, and other
material distribution arrangements with respect to such classes, shall be
disclosed in the prospectus and/or statement of additional information used
to offer that class of shares. Such prospectus or statement of additional
information shall be supplemented or amended to reflect any change(s) in
classes of shares to be offered or in the material distribution
arrangements with respect to such classes.
6. INDEPENDENT AUDIT. The methodology and procedures for calculating the net
asset value, dividends and distributions of each class shall be reviewed by
an independent auditing firm (the "Expert"). At least annually, the Expert,
or an appropriate substitute expert, will render a report to the Funds on
policies and procedures placed in operation and tests of operating
effectiveness as defined and described in SAS 70 of the AICPA.
7. OFFERS AND SALES OF SHARES. INVESCO will maintain compliance standards as
to when each class of shares may appropriately be sold to particular
investors, and will require all persons selling shares of the Fund to agree
to conform to such standards.
8. RULE 12B-1 PAYMENTS. The Treasurer of INVESCO Advantage Series Funds, Inc.
(the "Company") shall provide to the Directors of the Company, and the
Directors shall review, at least quarterly, the written report required by
the Company's 12b-1 Plans. The report shall include information on (i) the
amounts expended pursuant to the 12b-1 Plans, (ii) the purposes for which
such expenditures were made and (iii) the amount of INVESCO's unpaid
distribution costs (if recovery of such costs in future periods is
permitted by that 12b-1 Plan), taking into account 12b-1 Plan payments paid
to INVESCO. 9. Conflicts. On an ongoing basis, the Directors of the
Company, pursuant to their fiduciary responsibilities under the 1940 Act
and otherwise, will monitor the Fund for the existence of any material
conflicts among the interests of the classes. INVESCO will be responsible
for reporting any potential or existing conflicts to the Directors. In the
event a conflict arises, the Directors shall take such action as they deem
appropriate.
10. EFFECTIVENESS AND AMENDMENT. This Plan takes effect for the Fund as of the
date of adoption shown below. This Plan has been approved by a majority
vote of the Board of the Company and of the Company's Board members who are
not "interested persons" (as defined in the 1940 Act) and who have no
direct or indirect financial interest in the operation of the Plan or any
agreements relating to the Plan (the "Independent Directors") of the Fund
at meetings called on this Plan. Prior to that vote, (i) the Board was
furnished by the methodology used for net asset value and dividend and
distribution determinations for the Fund, and (ii) a majority of the Board
and its Independent Directors determined that the Plan as proposed to be
adopted, including the expenses allocation, is in the best interests of the
Fund as a whole and to each class of the Fund individually. Prior to any
material amendment to the Plan, the Board shall request and evaluate, and
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INVESCO shall furnish, such information as may be reasonably necessary to
evaluate such amendment, and a majority of the Board and its Independent
Directors shall find that the Plan as proposed to be amended, including the
expense allocation, is in the best interest of each class, the Fund as a
whole and each class of the Fund individually. No material amendment to the
Plan shall be made by any Fund's Prospectus or Statement of Additional
Information or any supplement to either of the foregoing, unless such
amendment has first been approved by a majority of the Fund's Board and its
Independent Directors.
Adopted by the Board of INVESCO Advantage Series Funds, Inc.
on May 9, 2000.
/s/ Glen A. Payne
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Glen A. Payne, Secretary
