MASTER DISTRIBUTION PLAN AND AGREEMENT
(CLASS C 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
Class C shares ("Class C Shares") of the common stock of the Company allocated
to each series set forth on Schedule A to this Agreement (the "Funds") (each
series referred to herein individually as a "Fund," or collectively, the
"Funds"), and INVESCO DISTRIBUTORS, INC., a Delaware corporation (the
"Distributor").
WHEREAS, the Company engages in business as an open-end management
investment company, 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 C
Shares of common stock of each Fund, together with the Class C Shares of any
additional Fund that may hereafter be offered to the public, 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
<PAGE>
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 Company is hereby authorized to
utilize certain of its assets to finance certain activities in connection with
distribution of the Company's Class C Shares.
SECOND: The Company on behalf of the Class C Shares hereby appoints the
Distributor as its exclusive agent for the sale of the Class C 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
current prospectuses applicable to the Class C Shares of the Funds.
THIRD: The Class C shares of each Fund may incur expenses per annum of the
average daily net assets of the Fund attributable to the Class C Shares at the
rates set forth in Schedule B subject to any limitations imposed from time to
time by applicable rules of the National Association of Securities Dealers, Inc.
FOURTH: The Company shall not sell any Class C Shares except through the
Distributor and under the terms and conditions set forth in the FIFTH paragraph
below. Notwithstanding the provisions of the foregoing sentence, however:
(A) the Company may issue Class C Shares 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; and
(B) the Company may issue Class C Shares at their net asset value in
connection with certain classes of transactions or to certain
categories of persons, in accordance with Rule 22d-1 under the Act,
provided that any such category is specified in the then current
prospectus of the applicable Class C Shares.
FIFTH: The Distributor hereby accepts appointment as exclusive agent for
the sale of the Class C 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 Company on behalf of
the Class C Shares shall, suspend its efforts to effectuate such
sales at any time when, in the opinion of the Distributor or of the
Company, no sales should be made because of market or other economic
considerations or abnormal circumstances of any kind; and
(B) the Company may withdraw the offering of the Class C Shares at any
time without the consent of the Distributor. It is mutually
understood and agreed that the Distributor does not undertake to
sell any specific amount of the Class C Shares. The Company shall
have the right to specify minimum amounts for initial and subsequent
orders for the purchase of Class C Shares.
(C) to the extent that obligations incurred by Distributor out of its
own resources to finance any activity primarily intended to result
in the sale of Class C Shares of a Fund, pursuant to this Plan and
Agreement or otherwise, may be deemed to constitute the indirect use
<PAGE>
of Class C Shares Fund assets, such indirect use of Class C Shares
Fund assets is hereby authorized in addition to, and not in lieu of,
any other payments authorized under this Plan and Agreement.
(D) 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.
SIXTH:
(A) The public offering price of the Class C shares shall be the net
asset value per share of the applicable Class C shares. Net asset
value per share shall be determined in accordance with the
provisions of the then current prospectus and statement of
additional information of the applicable Fund. The Company's Board
of Directors may establish a schedule of redemption fees or
contingent deferred sales charges to be imposed at the time of
redemption of the Class C Shares, and such schedule shall be
disclosed in the current prospectus or statement of additional
information of each Fund. Such schedule of contingent deferred sales
charges may reflect variations in or waivers of such charges on
redemptions of Class C shares, either generally to the public or to
any specified class of shareholders and/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, and as set forth in the Funds' current
prospectus(es) or statement(s) of additional information. The
Distributor and the Company shall apply any then applicable
scheduled variation in or waiver of contingent deferred sales
charges uniformly to all shareholders and/or all transactions
belonging to a specified class.
(B) The Distributor may pay to investment dealers and other financial
institutions through whom Class C Shares are sold such sales
commission as the Distributor may specify from time to time. Payment
of any such sales commissions shall be the sole obligation of the
Distributor.
(C) Amounts set forth in Schedule B may be used to finance any activity
which is primarily intended to result in the sale of the Class C
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.
<PAGE>
(D) Amounts set forth in Schedule B may also be used to finance payments
of service fees under a shareholder service arrangement to be
established by Distributor in accordance with Section E below, and
the costs of administering the Plan and Agreement. 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 Section E 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.
(E) Amounts expended by the Company under the Plan shall be used in part
for the implementation by Distributor of shareholder service
arrangements. 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 Fund attributable to
the Class C Shares owned by the customers of such service provider,
or such lower rate for the Fund as is specified on Schedule B.
(1) 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") 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, the Fund,
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.
(2) 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
<PAGE>
provide some or all of the shareholder services to their
customers as set forth in the Third Party Agreements from time
to time.
(3) 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 C 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.
(4) 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.
(F) 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.
(G) The Company shall redeem Class C Shares from shareholders in
accordance with the terms set forth from time to time in the current
prospectus and statement of additional information of each Fund. The
price to be paid to a shareholder to redeem Class C Shares shall be
equal to the net asset value of the Class C Shares being redeemed,
less any applicable redemption fee or contingent deferred sales
charge. 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 Company shall pay or
cause the Company'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.
SEVENTH: The Distributor shall act as agent of the Company on behalf of
each Fund in connection with the sale and repurchase of Class C Shares. Except
with respect to such sales and repurchases, the Distributor shall act as
principal in all matters relating to the promotion or the sale of Class C 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
Class C Shares to the public upon the terms and conditions set forth therein,
which shall not be inconsistent with the provisions of this Agreement. Each
<PAGE>
agreement shall provide that the investment dealer and financial institution
shall act as a principal, and not as an agent, of the Company on behalf of the
Funds. The Distributor or such other investment dealers or financial
institutions will be deemed to have performed all services required to be
performed in order to be entitled to receive the asset-based sales charge
portion of any amounts payable with respect to Class C Shares to the Distributor
upon the settlement of each sale of a Class C Share (or a share of another fund
from which the Class C Share derives).
EIGHTH: The Funds shall bear:
(A) the expenses of qualification of Class C 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 Company that it does not
wish such qualification continued; and
(B) all legal expenses in connection with the foregoing.
NINTH:
(A) The Distributor shall bear the expenses of printing from the final
proof and distributing the Funds' prospectuses and statements of
additional information (including supplements thereto) relating to
public offerings made by the Distributor pursuant to this Agreement
(which shall not include those prospectuses and statements of
additional information, and supplements thereto, to be distributed
to existing shareholders of each Fund), and any other promotional or
sales literature used by the Distributor or furnished by the
Distributor to dealers in connection with such public offerings, and
expenses of advertising in connection with such public offerings.
(B) The Distributor may be compensated for all or a portion of such
expenses, or may receive reasonable compensation for
distribution-related services, to the extent permitted by the Plan
and Agreement.
TENTH: The Distributor will accept orders for the purchase of Class C
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. It is mutually understood and agreed
that the Company may reject purchase orders where, in the judgment of the
Company, such rejection is in the best interest of the Company.
ELEVENTH: 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 C Shares.
<PAGE>
TWELFTH:
(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 Company on behalf of the Funds agrees to
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 Funds,
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 Company or Fund in connection
therewith by or on behalf of the Distributor. The Distributor agrees
to indemnify the Company and the Funds against any and all claims,
demands, liabilities and expenses which the Company or the Funds 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 Company or the Funds in its prospectus or in this
Agreement.
(B) The Distributor agrees to indemnify the Company and the Funds
against any and all claims, demands, liabilities and expenses which
the Company or the Funds 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 Funds, 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
Company or the Funds 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 Funds'
transfer agent, or for any failure of any such transfer agent to
perform its duties.
THIRTEENTH: 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.
FOURTEENTH: This Plan and Agreement shall become effective with respect to
a Company and/or any one or more Funds thereof as of the date hereof, shall
continue in force and effect until May 30, 2001, and shall continue in force and
effect from year to year thereafter, provided that such continuance is
specifically approved at least annually (a) (i) by the Board of Directors of the
Company or (ii) by the vote of a majority of the Company's and/or any one or
more of its Fund's, as applicable, outstanding voting securities of Class C
Shares (as defined in Section 2(a)(42) of the 1940 Act), and (b) by vote of a
majority of the Company's directors who are not parties to this Plan and
Agreement or "interested persons" (as defined in Section 2(a)(19) of the 1940
Act) of any party to this Plan and Agreement cast in person at a meeting called
for such purpose.
Any amendment to this Plan and Agreement that requires the approval of the
shareholders of Class C Shares pursuant to Rule 12b-1 under the 1940 Act shall
become effective as to such Class C Shares upon the approval of such amendment
<PAGE>
by a "majority of the outstanding voting securities" (as defined in the 1940
Act) of such Class C Shares, PROVIDED that the Board of Directors of the Company
has approved such amendment.
FIFTEENTH: 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 those directors of the Company who are not
"interested persons" of the Company (as defined in the 1940 Act) and have no
direct or indirect financial interest in the operation of this Plan and
Agreement or any agreements related to it (the "Independent Directors"), 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 C Shares of a Company or Fund
shall become effective as to such Class C Shares until such amendment has been
approved by the shareholders of such Class C Shares in accordance with the
provisions of the Fourteenth 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 Schedule B 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 Fourteenth 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.
SIXTEENTH:
(A) This Plan and Agreement may be terminated at any time with respect
to a Company and/or any Fund thereof, without the payment of any
penalty, by vote of the Board of Directors of the Company or by vote
of a majority of the outstanding voting securities of Class C Shares
of the Company or Fund, as applicable, 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 C
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
<PAGE>
extent it constitutes an agreement with Distributor pursuant to a
plan, it shall terminate automatically in the event of such
"assignment." Upon a termination of the agreement with Distributor,
a Fund 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.
SEVENTEENTH: 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 7800 East Union Avenue, Mail Stop 201,
Denver, Colorado 80237.
EIGHTEENTH: 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.
<PAGE>
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/ Mark H. Williamson
----------------------
Name: Mark H. Williamson
Title: President
Attest:
/s/ Glen A. Payne
-----------------
Name: Glen A. Payne
Title: Secretary
DISTRIBUTOR
By: /s/ Ronald L. Grooms
--------------------
Name: Ronald L. Grooms
Title: Treasurer
Attest:
/s/ Glen A. Payne
-----------------
Name: Glen A. Payne
Title: Secretary
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION AGREEMENT
SCHEDULE A
REGISTERED INVESTMENT COMPANY FUNDS EFFECTIVE DATE
------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESCO Advantage Series Funds, Inc. Advantage Fund August 23, 2000
INVESCO Bond Funds, Inc. High Yield Fund June 1, 2000
Select Income Fund
Tax-Free Bond Fund
U.S. Government Securities Fund
INVESCO Combination Stock & Bond Balanced Fund June 1, 2000
Funds, Inc. Equity Income Fund
Total Return Fund
INVESCO International Funds, Inc. European Fund June 1, 2000
International Blue Chip Value Fund
Latin American Growth Fund
Pacific Basin Fund
INVESCO Money Market Funds, Inc. Cash Reserves Fund June 1, 2000
Tax-Free Money Fund
U.S. Government Money Fund
INVESCO Sector Funds, Inc. Energy Fund June 1, 2000
Financial Services Fund
Gold Fund
Health Sciences Fund
Leisure Fund
Real Estate Opportunity Fund
Technology Fund
Telecommunications Fund
Utilities Fund
INVESCO Stock Funds, Inc. Blue Chip Growth Fund June 1, 2000
Dynamics Fund
Growth & Income Fund
Endeavor Fund
Small Company Growth Fund
S&P 500 Index Fund
Value Equity Fund
</TABLE>
<PAGE>
SCHEDULE B
TO
MASTER DISTRIBUTION PLAN AND AGREEMENT
(CLASS C SHARES)
DISTRIBUTION FEE
The Company shall pay the Distributor as full compensation for all
services rendered and all facilities furnished under this Agreement for each
Fund designated below, a Distribution Fee* determined by applying the annual
rate set forth below as to each Fund to the average daily net assets of the
Class C Shares of the Fund for the plan year, computed in a manner used for the
determination of the offering price of shares of the Fund.
MAXIMUM MAXIMUM
ASSET BASED MAXIMUM AGGREGATE
FUND CLASS C SHARES SALES CHARGE SERVICE FEE FEE
------------------- ------------ ----------- ---------
INVESCO Advantage Fund 0.75% 0.25% 1.00%
INVESCO Blue Chip Growth Fund 0.75% 0.25% 1.00%
INVESCO Dynamics Fund 0.75% 0.25% 1.00%
INVESCO Growth & Income Fund 0.75% 0.25% 1.00%
INVESCO Value Equity Fund 0.75% 0.25% 1.00%
INVESCO Small Company Growth Fund 0.75% 0.25% 1.00%
INVESCO Endeavor Fund 0.75% 0.25% 1.00%
INVESCO Select Income Fund 0.75% 0.25% 1.00%
INVESCO High Yield Bond Fund 0.75% 0.25% 1.00%
INVESCO United States Government Bond Fund 0.75% 0.25% 1.00%
INVESCO Tax-Free Bond Fund 0.75% 0.25% 1.00%
INVESCO Equity Income Fund 0.75% 0.25% 1.00%
INVESCO Total Return Fund 0.75% 0.25% 1.00%
INVESCO Balanced Fund 0.75% 0.25% 1.00%
INVESCO Telecommunications Fund 0.75% 0.25% 1.00%
INVESCO Real Estate Opportunity Fund 0.75% 0.25% 1.00%
INVESCO Energy Fund 0.75% 0.25% 1.00%
INVESCO Gold Fund 0.75% 0.25% 1.00%
INVESCO Health Sciences Fund 0.75% 0.25% 1.00%
INVESCO Leisure Fund 0.75% 0.25% 1.00%
INVESCO Technology Fund 0.75% 0.25% 1.00%
INVESCO Financial Services Fund 0.75% 0.25% 1.00%
INVESCO Utilities Fund 0.75% 0.25% 1.00%
INVESCO International Blue Chip Fund 0.75% 0.25% 1.00%
INVESCO Latin American Growth Fund 0.75% 0.25% 1.00%
INVESCO Pacific Basin Fund 0.75% 0.25% 1.00%
INVESCO European Fund 0.75% 0.25% 1.00%
INVESCO Cash Reserves Fund 0.75% 0.25% 1.00%
* The Distribution Fee is payable apart from the sales charge, if any, as stated
in the current prospectus relating to Class C Shares for the applicable Fund.
