SUB-ITEM 77Q1(e)
AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement")
is entered into this _12th day of August, 2003, by and among INVESCO Funds
Group, Inc. ("IFG"), A I M Advisors, Inc. ("AIM"), and the INVESCO investment
companies listed on the signature page hereof on behalf of each of their Funds
(as hereinafter defined).
WHEREAS, the INVESCO Mutual Funds listed in Attachment A of Exhibit B
hereto, as such Attachment A may be amended from time to time (the "Funds"),
are series of INVESCO Bond Funds, Inc., INVESCO Combination Stock and Bond
Funds, Inc., INVESCO Counselor Series Funds, Inc., INVESCO International Funds,
Inc., INVESCO Manager Series Funds, Inc., INVESCO Money Market Funds, Inc.,
INVESCO Sector Funds, Inc., INVESCO Stock Funds, Inc., INVESCO Treasurer's
Series Funds, Inc. and INVESCO Variable Investment Funds, Inc., all of which
are registered investment companies (the "Companies"), and each Fund currently
offers one or more classes of shares ("Classes");
WHEREAS, IFG and the Companies are parties to that certain letter
agreement dated August 8, 2002 regarding expense limitations (the "Expense
Agreement") attached hereto as Exhibit A;
1
WHEREAS, IFG and the Companies are also parties to that certain letter
agreement dated August 8, 2002 regarding recoupment of expense limitation
waivers or payments (the "Recoupment Agreement") attached hereto as Exhibit B;
WHEREAS, IFG and the Companies have agreed to amend Attachment A to
the Expense Agreement and the Recoupment Agreement to reflect an extension of
the voluntary expense limitations and certain contractual expense limitations;
WHEREAS, as part of the integration initiative proposed by AMVESCAP
PLC, the parent of IFG and AIM, it is proposed that AIM will become the
investment advisor of the Funds; and
WHEREAS, in the event that AIM becomes the investment advisor to one
or more Funds, IFG has agreed to assign to AIM, and AIM has agreed to assume
and perform, all of IFG's right, title, interest, obligations and liabilities
in, the Expense Agreement and the Recoupment Agreement as to such Funds.
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual representations, warranties, covenants and agreements set forth herein,
and intending to be legally bound hereby, the parties hereto agree as follows:
1. The Expense Agreement and the Recoupment Agreement are
hereby amended to provide that the definition of Operating Expenses shall
exclude any amounts which are reduced by expense offset arrangements in
addition to the current exclusions for interest, taxes, brokerage commissions
and extraordinary expenses.
2
2. Attachment A to the Expense Agreement is hereby amended to
provide that the Limitation Periods (as defined therein) shall end on the later
of April 30, 2004 or the date indicated under contractual expense cap period.
Attachment A to the Recoupment Agreement is hereby amended to provide that the
Limitation Period for each voluntary expense cap shall extend until the
voluntary expense cap is revoked by IFG or AIM, as the case may be, provided
that IFG or AIM, as the case may be, shall not revoke any such voluntary
expense cap prior to April 30, 2004, and the Limitation Period for each
contractual expense cap shall end on the later of April 30, 2004 or the date
indicated under limitation period for contractual expense caps. All references
to the Expense Agreement and the Recoupment Agreement below shall be deemed to
refer to such agreements as so amended by this Section 1.
3. Subject to the conditions described below, IFG assigns to
AIM and its successors and assigns, to its and their own use and benefit, all
of IFG's right, title and interested in, to and under the Expense Agreement and
Recoupment Agreement, and AIM assumes and agrees to perform all of IFG's
liabilities and obligations under the Expense Agreement and the Recoupment
Agreement. Subject to the conditions described below, the Funds consent to the
assignment and assumption of such rights and obligations of IFG to and by AIM
as to each Class.
4. In the event that the assets and liabilities of any Fund
(a "Target Fund") are acquired by another Fund or any other mutual fund which
is advised by AIM (an "Acquiring Fund") as one of the Fund combinations listed
on Exhibit C, immediately prior to such acquisition the waiver of fees as to
such Target Fund shall terminate, the Acquiring Fund shall not assume liability
of the Target Fund for recoupment of fees accumulated prior to the
3
acquisition, and IFG and AIM shall lose any rights to recoupment of fees waived
by such Target Fund prior to the acquisition.
5. The assignment and assumption of the rights and
obligations of IFG to and by AIM as to each Class shall be conditioned upon the
approval by the shareholders of the Fund which offers such Class of an
investment advisory agreement with AIM. As to each Class of a Fund which does
not approve an investment advisory agreement with AIM, IFG shall continue to
hold all right, title and interest in, to and under and shall continue to
perform and assume all obligations and liabilities under the Expense Agreement
and Recoupment Agreement.
6. The assignment and assumption of the rights and
obligations of IFG to and by AIM as to each Class shall be effective as of and
after the date on which AIM becomes the investment advisor for the Fund which
offers such Class.
7. All of the terms and provisions of this Agreement shall be
binding upon IFG and its successors and assigns, and shall inure to the benefit
of AIM and its successors and assigns.
8. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute a single instrument. Except insofar as the Investment
Company Act of 1940, as amended, or other federal laws or regulations may be
controlling, this Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Colorado. Any amendment to
this agreement shall be in writing and signed by the parties hereto.
4
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.
INVESCO FUNDS GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
A I M ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: President
INVESCO Bond Funds, Inc.
INVESCO Combination Stock and Bond
Funds, Inc.
INVESCO Counselor Series Funds, Inc.
INVESCO International Funds, Inc.
INVESCO Manager Series Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc.
INVESCO Stock Funds, Inc.
INVESCO Treasurer's Series Funds, Inc.
INVESCO Variable Investment Funds, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
5
EXHIBIT A
August 8, 2002
INVESCO Funds Group, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Dear Ladies and Gentlemen:
The INVESCO Mutual Funds listed in Attachment A hereto, as such
Attachment A may be amended from time to time (the "Funds"), are series of
INVESCO Bond Funds, Inc., INVESCO Combination Stock and Bond Funds, Inc.,
INVESCO Counselor Series Funds, Inc., INVESCO International Funds, Inc.,
INVESCO Manager Series Funds, Inc., INVESCO Money Market Funds, Inc., INVESCO
Sector Funds, Inc., INVESCO Stock Funds, Inc., INVESCO Treasurer's Series
Funds, Inc. and INVESCO Variable Investment Funds, Inc., all of which are
registered investment companies (the "Companies"). Each Fund currently offers
one or more classes of shares ("Classes").
You hereby agree during the periods specified in Attachment A
("Limitation Periods"), to pay operating expenses of the Classes (excluding
interest, taxes, brokerage commissions, and extraordinary expenses of each
Class) ("Operating Expenses") which exceed, in the aggregate, the contractual
caps considered by the Boards of Directors of the Companies at their meetings
on August 8, 2002 ("Expense Limitations").
This agreement is made and to be performed principally in the State of
Colorado, and except insofar as the Investment Company Act of 1940, as amended,
or other federal laws and regulations may be controlling, this agreement shall
be governed by, and construed and enforced in accordance with, the internal
laws of the State of Colorado. Any amendment to this agreement shall be in
writing signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.
Very truly yours,
INVESCO Bond Funds, Inc. INVESCO Money Market Funds, Inc.
INVESCO Combination Stock and Bond Funds, Inc. INVESCO Sector Funds, Inc.
INVESCO Counselor Series Funds, Inc. INVESCO Stock Funds, Inc.
INVESCO International Funds, Inc. INVESCO Treasurer's Series Funds, Inc.
INVESCO Manager Series Funds, Inc. INVESCO Variable Investment Funds, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
The foregoing agreement is hereby
accept as of August 8, 2002
INVESCO Funds Group, Inc.
By: /s/ Xxxx X. Xxxxx
--------------------------------
Xxxx X. Xxxxx
Title: Senior Vice President, Secretary and General Counsel
ATTACHMENT A CONTRACTUAL
EXPENSE
FUND (FISCAL YEAR END) CAP CONTRACTUAL EXPENSE CAP PERIOD
------------------------------------------------- ---------------- ------------------------------------------------------
INVESCO Stock Funds (7/31)
Basic Value - Class A* 2.10 August 1, 2002 thru July 31, 2004
Dynamics - Class A 2.10 August 1, 2002 thru July 31, 2004
Dynamics - Class B 2.75 August 1, 2002 thru July 31, 2004
Dynamics - Class C 2.75 August 1, 2002 thru July 31, 2004
Dynamics - Class K 2.20 August 1, 2002 thru July 31, 2004
Growth - Class A 2.10 August 1, 2002 thru July 31, 2004
Growth - Class B 2.75 August 1, 2002 thru July 31, 2004
Growth - Class C 2.75 August 1, 2002 thru July 31, 2004
Growth - Class K 2.20 August 1, 2002 thru July 31, 2004
Growth & Income - Class A 2.10 August 1, 2002 thru July 31, 2004
Growth & Income - Class B 2.75 August 1, 2002 thru July 31, 2004
Growth & Income - Class C 2.75 August 1, 2002 thru July 31, 2004
Growth & Income - Class K 2.20 August 1, 2002 thru July 31, 2004
Endeavor - Class A 2.10 August 1, 2002 thru July 31, 2004
Endeavor - Class B 2.75 August 1, 2002 thru July 31, 2004
Endeavor - Class C 2.75 August 1, 2002 thru July 31, 2004
Endeavor - Class K 2.20 August 1, 2002 thru July 31, 2004
Small Company Growth - Class A 2.10 August 1, 2002 thru July 31, 2004
Small Company Growth - Class B 2.75 August 1, 2002 thru July 31, 2004
Small Company Growth - Class C 2.75 August 1, 2002 thru July 31, 2004
Small Company Growth - Class K 2.20 August 1, 2002 thru July 31, 2004
Value Equity - Class A 2.10 August 1, 2002 thru July 31, 2004
Value Equity - Class B 2.75 August 1, 2002 thru July 31, 2004
Value Equity - Class C 2.75 August 1, 2002 thru July 31, 2004
*This Fund will commence operations August 1, 2002.
INVESCO Counselors Series Funds (8/31)
Global Growth - Class A* 2.10 October 1, 2002 thru September 30, 2004
Global Growth - Class B* 2.75 October 1, 2002 thru September 30, 2004
Global Growth - Class C* 2.75 October 1, 2002 thru September 30, 2004
Mid Cap Growth - Retail** 2.00 August 1, 2002 thru July 31, 2004
Mid-Cap Growth - Institutional** 1.75 August 1, 2002 thru July 31, 2004
Mid-Cap Growth - Class A** 2.10 August 1, 2002 thru July 31, 2004
Mid-Cap Growth - Class B** 2.75 August 1, 2002 thru July 31, 2004
Mid-Cap Growth - Class C** 2.75 August 1, 2002 thru July 31, 2004
* Shareholders of this Fund have approved this Fund being reorganized as a
series of INVESCO International Funds, Inc.
**Shareholders of this Fund have approved this Fund being reorganized as a
series of INVESCO Stock Funds, Inc.
INVESCO Bond Funds (8/31)
High Yield - Class A 2.10 August 1, 2002 thru July 31, 2004
High Yield - Class B 2.75 August 1, 2002 thru July 31, 2004
High Yield - Class C 2.75 August 1, 2002 thru July 31, 2004
High Yield - Class K 2.20 August 1, 2002 thru July 31, 2004
Select Income - Class A 2.10 September 1, 2002 thru August 31, 2004
Select Income - Class B 2.75 September 1, 2002 thru August 31, 2004
Select Income - Class C 2.75 September 1, 2002 thru August 31, 2004
Select Income - Class K 2.20 September 1, 2002 thru August 31, 2004
Tax-Free Bond - Class A 2.10 September 1, 2002 thru August 31, 2004
Tax-Free Bond - Class B 2.75 September 1, 2002 thru August 31, 2004
Tax-Free Bond - Class C 2.75 September 1, 2002 thru August 31, 2004
U.S. Government Securities - Class A 2.10 September 1, 2002 thru August 31, 2004
U.S. Government Securities - Class B 2.75 September 1, 2002 thru August 31, 2004
U.S. Government Securities - Class C 2.75 September 1, 2002 thru August 31, 2004
INVESCO International Funds (10/31)
European - Class A 2.10 November 1, 2002 thru October 31, 2004
European - Class B 2.75 November 1, 2002 thru October 31, 2004
European - Class C 2.75 November 1, 2002 thru October 31, 2004
European - Class K 2.20 November 1, 2002 thru October 31, 2004
International Blue Chip Value - Class A 2.10 October 1, 2002 thru September 30, 2004
International Blue Chip Value - Class B 2.75 October 1, 2002 thru September 30, 2004
International Blue Chip Value - Class C 2.75 October 1, 2002 thru September 30, 0000
XXXXXXX Xxxxxx Funds (3/31)
Energy - Class A 2.10 August 1, 2002 thru March 31, 2004
Energy - Class B 2.75 August 1, 2002 thru March 31, 2004
Energy - Class C 2.75 August 1, 2002 thru March 31, 2004
Energy - Class K 2.20 August 1, 2002 thru March 31, 2004
Financial Services - Class A 2.10 August 1, 2002 thru March 31, 2004
Financial Services - Class B 2.75 August 1, 2002 thru March 31, 2004
Financial Services - Class C 2.75 August 1, 2002 thru March 31, 2004
Financial Services - Class K 2.20 August 1, 2002 thru March 31, 2004
Gold - Class A 2.10 August 1, 2002 thru March 31, 2004
Gold - Class B 2.75 August 1, 2002 thru March 31, 2004
Gold - Class C 2.75 August 1, 2002 thru March 31, 2004
Health Sciences - Class A 2.10 August 1, 2002 thru March 31, 2004
Health Sciences - Class B 2.75 August 1, 2002 thru March 31, 2004
Health Sciences - Class C 2.75 August 1, 2002 thru March 31, 2004
Health Sciences - Class K 2.20 August 1, 2002 thru March 31, 2004
Leisure - Class A 2.10 August 1, 2002 thru March 31, 2004
Leisure - Class B 2.75 August 1, 2002 thru March 31, 2004
Leisure - Class C 2.75 August 1, 2002 thru March 31, 2004
Leisure - Class K 2.20 August 1, 2002 thru March 31, 2004
Real Estate Opportunities - Class A 2.10 August 1, 2002 thru March 31, 2004
Real Estate Opportunities - Class B 2.75 August 1, 2002 thru March 31, 2004
Real Estate Opportunities - Class C 2.75 August 1, 2002 thru March 31, 2004
Technology - Class A 2.10 August 1, 2002 thru March 31, 2004
Technology - Class B 2.75 August 1, 2002 thru March 31, 2004
Technology - Class C 2.75 August 1, 2002 thru March 31, 2004
Technology - Class K 2.20 August 1, 2002 thru March 31, 2004
Telecommunications - Class A 2.10 August 1, 2002 thru March 31, 2004
Telecommunications - Class B 2.75 August 1, 2002 thru March 31, 2004
Telecommunications - Class C 2.75 August 1, 2002 thru March 31, 2004
Telecommunications - Class K 2.20 August 1, 2002 thru March 31, 2004
Utilities - Class A 2.10 August 1, 2002 thru March 31, 2004
Utilities - Class B 2.75 August 1, 2002 thru March 31, 2004
Utilities - Class C 2.75 August 1, 2002 thru March 31, 2004
INVESCO Combination Stock & Bond Funds (5/31)
Balanced - Class A 2.10 June 1, 2003 thru May 31, 2005
Balanced - Class B 2.75 June 1, 2003 thru May 31, 2005
Balanced - Class C 2.75 June 1, 2003 thru May 31, 2005
Balanced - Class K 2.20 June 1, 2003 thru May 31, 2005
Core Equity - Class A 2.10 June 1, 2003 thru May 31, 2005
Core Equity - Class B 2.75 June 1, 2003 thru May 31, 2005
Core Equity - Class C 2.75 June 1, 2003 thru May 31, 2005
Core Equity - Class K 2.20 June 1, 2003 thru May 31, 2005
Total Return - Class A 2.10 June 1, 2003 thru May 31, 2005
Total Return - Class B 2.75 June 1, 2003 thru May 31, 2005
Total Return - Class C 2.75 June 1, 2003 thru May 31, 2005
INVESCO Money Market Funds (5/31)
Cash Reserves - Class A 2.10 June 1, 2003 thru May 31, 2005
Cash Reserves - Class B 2.75 June 1, 2003 thru May 31, 2005
Cash Reserves - Class C 2.75 June 1, 2003 thru May 31, 2005
INVESCO Manager Series Funds, Inc.* (8/31)
Multi-Sector - Class A 2.10 September 1, 2002 thru August 31, 2004
Multi-Sector - Class B 2.75 September 1, 2002 thru August 31, 2004
Multi-Sector - Class C 2.75 September 1, 2002 thru August 31, 2004
*This Fund will commence operations on August 31, 2002.
EXHIBIT B
August 8, 2002
INVESCO Funds Group, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Dear Ladies and Gentlemen:
This letter agreement is intended to replace the letter agreement dated May 10,
2002 concerning expense limitations.
The INVESCO Mutual Funds listed in Attachment A hereto, as such Attachment A
may be amended from time to time (the "Funds"), are series of INVESCO Bond
Funds, Inc., INVESCO Combination Stock and Bond Funds, Inc., INVESCO Counselor
Series Funds, Inc., INVESCO International Funds, Inc. INVESCO Manager Series
Funds, Inc. INVESCO Money Market Funds, Inc., INVESCO Sector Funds, Inc.,
INVESCO Stock Funds, Inc., INVESCO Treasurer's Series Funds, Inc. and INVESCO
Variable Investment Funds, Inc., all of which are registered investment
companies (the "Companies"). Each Fund currently offers one or more classes of
shares ("Classes").
This Agreement pertains only to Classes whose operating expenses exceed the
voluntary or contractual expense limitations, as set forth on Attachment A,
considered by the Boards of Directors of the Companies at their meetings on
August 8, 2002.
You hereby agree during the periods specified in Attachment A ("Limitation
Periods"), to pay operating expenses of the Classes (excluding interest, taxes,
brokerage commissions, and extraordinary expenses of each Class) ("Operating
Expenses") which exceed, in the aggregate, the voluntary or contractual caps
considered by the Boards of Directors of the Companies at their meetings on
August 8, 2002 ("Expense Limitations"). For those Classes of a particular Fund
that have both a voluntary cap and a contractual cap in effect, that Class will
reimburse you for any operating expenses that exceed the applicable voluntary
cap.
The Classes of each Fund in turn agree to reimburse you out of assets belonging
to the respective Class of each Fund for any Operating Expenses of the
respective Class in excess of the Expense Limitation paid or assumed by you
during the Limitation Period, provided that you would not be entitled to
reimbursement for any amount by which such reimbursement would cause Operating
Expenses to exceed the Expense Limitation, and provided further that no amount
will be reimbursed by the respective Class of a Fund more than three years
after the year in which it was incurred by you. The Companies agree to furnish
or otherwise make available to you such copies of their financial statements,
reports, and other information relating to their business and affairs as you
may, at any time or from time to time, reasonably request in connection with
this Agreement. You will report on a quarterly basis to the Boards of Directors
of the Companies any amounts reimbursed to you by the Funds during the prior
calendar quarter, and will represent that any such reimbursements were made in
accordance with the provisions of this Agreement.
You understand that you shall look only to the assets of each respective Class
of a Fund for performance of this Agreement and for payment of any claim you
may have hereunder, and neither any other series or class of the Company or
Companies, nor any of the Company's directors, officers, employees, agents, or
shareholders, whether past, present or future, shall be personally liable
therefore.
This agreement is made and to be performed principally in the State of
Colorado, and except insofar as the Investment Company Act of 1940, as amended,
or other federal laws and regulations may be controlling, this agreement shall
be governed by, and construed and enforced in accordance with, the internal
laws of the State of Colorado. Any amendment to this agreement shall be in
writing signed by the parties hereto.
If you are in agreement with the foregoing, please sign the form of acceptance
on the enclosed counterpart hereof and return the same to us.
Very truly yours,
INVESCO Bond Funds, Inc.
INVESCO Combination Stock and Bond Funds, Inc.
INVESCO Counselor Series Funds, Inc.
INVESCO International Funds, Inc.
INVESCO Manager Series Funds, Inc.
INVESCO Money Market Funds, Inc.
INVESCO Sector Funds, Inc.
INVESCO Stock Funds, Inc.
INVESCO Treasurer's Series Funds, Inc.
INVESCO Variable Investment Funds, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
The foregoing agreement is hereby
accept as of August 8, 2002
INVESCO Funds Group, Inc.
By: /s/ Xxxx X. Xxxxx
--------------------------------
Xxxx X. Xxxxx
Title: Senior Vice President, Secretary and General Counsel
C:\Junk\77Q1(e) MOA Expense Cap.doc
031704 (2) ajj
ATTACHMENT A
LIMITATION
PERIOD
VOLUNTARY VOLUNTARY CONTRACTUAL
EXPENSE EXPENSE EXPENSE LIMITATION PERIOD CONTRACTUAL
FUND (FISCAL YEAR END) CAP CAP* CAP EXPENSE CAP
-----------------------------------------------------------------------------------------------------------------------------
INVESCO Stock Funds (7/31)
Basic Value - Class A* 1.50 2.10 August 1, 2002 through July 31, 2004
Dynamics - Institutional 0.95 None None
Dynamics - Retail 1.20 None None
Dynamics - Class A 1.30 2.10 August 1, 2002 through July 31, 2004
Dynamics - Class B 1.95 2.75 August 1, 2002 through July 31, 2004
Dynamics - Class C 1.95 2.75 August 1, 2002 through July 31, 2004
Dynamics - Class K 1.40 2.20 August 1, 2002 through July 31, 2004
Growth - Retail None None None None
Growth - Class A 1.60 2.10 August 1, 2002 through July 31, 2004
Growth - Class B 2.25 2.75 August 1, 2002 through July 31, 2004
Growth - Class C 2.25 2.75 August 1, 2002 through July 31, 2004
Growth - Class K 1.70 2.20 August 1, 2002 through July 31, 2004
Growth & Income - Retail 1.50 None None
Growth & Income - Class A 1.60 2.10 August 1, 2002 through July 31, 2004
Growth & Income - Class B 2.25 2.75 August 1, 2002 through July 31, 2004
Growth & Income - Class C 2.25 2.75 August 1, 2002 through July 31, 2004
Growth & Income - Class K 1.70 2.20 August 1, 2002 through July 31, 2004
Endeavor - Retail 1.50 None None
Endeavor - Class A 1.60 2.10 August 1, 2002 through July 31, 2004
Endeavor - Class B 2.25 2.75 August 1, 2002 through July 31, 2004
Endeavor - Class C 2.25 2.75 August 1, 2002 through July 31, 2004
Endeavor - Class K 1.70 2.20 August 1, 2002 through July 31, 2004
LIMITATION
PERIOD
VOLUNTARY VOLUNTARY CONTRACTUAL
EXPENSE EXPENSE EXPENSE LIMITATION PERIOD CONTRACTUAL
FUND (FISCAL YEAR END) CAP CAP* CAP EXPENSE CAP
-----------------------------------------------------------------------------------------------------------------------------
Small Company Growth - Retail 1.50 None None
Small Company Growth - Class A 1.60 2.10 August 1, 2002 through July 31, 2004
Small Company Growth - Class B 2.25 2.75 August 1, 2002 through July 31, 2004
Small Company Growth - Class C 2.25 2.75 August 1, 2002 through July 31, 2004
Small Company Growth - Class K 1.70 2.20 August 1, 2002 through July 31, 2004
S & P 500 - Institutional 0.35 None None
S & P 500 - Retail 0.65 None None
Value Equity - Retail 1.30 None None
Value Equity - Class A 1.40 2.10 August 1, 2002 through July 31, 2004
Value Equity - Class B 2.05 2.75 August 1, 2002 through July 31, 2004
Value Equity - Class C 2.05 2.75 August 1, 2002 through July 31, 2004
*This Fund will commence operations August 1, 2002.
INVESCO Counselors Series Funds (8/31)
Advantage - Class A None None None None
Advantage - Class B None None None None
Advantage - Class C None None None None
Advantage Global Health Sciences - Class A None None None None
Advantage Global Health Sciences - Class B None None None None
Advantage Global Health Sciences - Class C None None None None
Global Growth - Class A* 2.00 2.10 October 1, 2002 through September 30, 2004
Global Growth - Class B* 2.65 2.75 October 1, 2002 through September 30, 2004
Global Growth - Class C* 2.65 2.75 October 1, 2002 through September 30, 2004
LIMITATION
PERIOD
VOLUNTARY VOLUNTARY CONTRACTUAL
EXPENSE EXPENSE EXPENSE LIMITATION PERIOD CONTRACTUAL
FUND (FISCAL YEAR END) CAP CAP* CAP EXPENSE CAP
-----------------------------------------------------------------------------------------------------------------------------
Mid Cap Growth - Retail** 1.55 2.00 August 1, 2002 through July 31, 2004
Mid Cap Growth - Institutional** 1.30 1.75 August 1, 2002 through July 31, 2004
Mid Cap Growth - Class A** 1.65 2.10 August 1, 2002 through July 31, 2004
Mid Cap Growth - Class B** 2.30 2.75 August 1, 2002 through July 31, 2004
Mid Cap Growth - Class C** 2.30 2.75 August 1, 2002 through July 31, 2004
* Shareholders of this Fund have approved this Fund being reorganized as a
series of INVESCO International Funds, Inc.
**Shareholders of this Fund have approved the Fund being reorganized as a
series of INVESCO Stock Funds, Inc.
INVESCO Bond Funds (8/31)
High Yield - Retail 1.25 None None
High Yield - Class A 1.35 2.10 September 1, 2002 through August 31, 2004
High Yield - Class B 2.00 2.75 September 1, 2002 through August 31, 2004
High Yield - Class C 2.00 2.75 September 1, 2002 through August 31, 2004
High Yield - Class K 1.45 2.20 September 1, 2002 through August 31, 2004
Select Income - Retail 1.05 None None
Select Income - Class A 1.15 2.10 September 1, 2002 through August 31, 2004
Select Income - Class B 1.80 2.75 September 1, 2002 through August 31, 2004
Select Income - Class C 1.80 2.75 September 1, 2002 through August 31, 2004
Select Income - Class K 1.25 2.20 September 1, 2002 through August 31, 2004
Tax-Free Bond - Retail 0.90 None None
Tax-Free Bond - Class A 1.10 2.10 September 1, 2002 through August 31, 2004
Tax-Free Bond - Class B 1.80 2.75 September 1, 2002 through August 31, 2004
Tax-Free Bond - Class C 1.65 2.75 September 1, 2002 through August 31, 2004
LIMITATION
PERIOD
VOLUNTARY VOLUNTARY CONTRACTUAL
EXPENSE EXPENSE EXPENSE LIMITATION PERIOD CONTRACTUAL
FUND (FISCAL YEAR END) CAP CAP* CAP EXPENSE CAP
-----------------------------------------------------------------------------------------------------------------------------
U.S. Government Securities - Retail 1.00 None None
U.S. Government Securities - Class A 1.10 2.10 September 1, 2002 through August 31, 2004
U.S. Government Securities - Class B 1.75 2.75 September 1, 2002 through August 31, 2004
U.S. Government Securities - Class C 1.75 2.75 September 1, 2002 through August 31, 2004
INVESCO International Funds (10/31)
European - Retail 1.75 None None
European - Class A 1.85 2.10 November 1, 2002 through October 31, 2004
European - Class B 2.50 2.75 November 1, 2002 through October 31, 2004
European - Class C 2.50 2.75 November 1, 2002 through October 31, 2004
European - Class K 1.95 2.20 November 1, 2002 through October 31, 2004
International Blue Chip Value - Retail 2.00 None None
International Blue Chip Value - Class A 2.10 2.10 November 1, 2002 through October 31, 2004
International Blue Chip Value - Class B 2.75 2.75 November 1, 2002 through October 31, 2004
International Blue Chip Value - Class C 2.75 2.75 November 1, 2002 through October 31, 0000
XXXXXXX Xxxxxx Funds (3/31)
Energy - Retail
Energy - Class A 1.65 2.10 August 1, 2002 through March 31, 2004
Energy - Class B 2.30 2.75 August 1, 2002 through March 31, 2004
Energy - Class C 2.30 2.75 August 1, 2002 through March 31, 2004
Energy - Class K 1.75 2.20 August 1, 2002 through March 31, 2004
Financial Services - Retail None None None None
Financial Services - Class A 1.40 2.10 August 1, 2002 through March 31, 2004
Financial Services - Class B 2.05 2.75 August 1, 2002 through March 31, 2004
Financial Services - Class C None None 2.75 August 1, 2002 through March 31, 2004
Financial Services - Class K 1.50 2.20 August 1, 2002 through March 31, 2004
LIMITATION
PERIOD
VOLUNTARY VOLUNTARY CONTRACTUAL
EXPENSE EXPENSE EXPENSE LIMITATION PERIOD CONTRACTUAL
FUND (FISCAL YEAR END) CAP CAP* CAP EXPENSE CAP
-----------------------------------------------------------------------------------------------------------------------------
Gold - Retail None None None None
Gold - Class A None None 2.10 August 1, 2002 through March 31, 2004
Gold - Class B None None 2.75 August 1, 2002 through March 31, 2004
Gold - Class C None None 2.75 August 1, 2002 through March 31, 2004
Health Sciences - Retail None None None None
Health Sciences - Class A 1.40 2.10 August 1, 2002 through March 31, 2004
Health Sciences - Class B 2.05 2.75 August 1, 2002 through March 31, 2004
Health Sciences - Class C None None 2.75 August 1, 2002 through March 31, 2004
Health Sciences - Class K None None 2.20 August 1, 2002 through March 31, 2004
Leisure - Retail None None None None
Leisure - Class A 1.50 2.10 August 1, 2002 through March 31, 2004
Leisure - Class B 2.15 2.75 August 1, 2002 through March 31, 2004
Leisure - Class C None None 2.75 August 1, 2002 through March 31, 2004
Leisure - Class K None None 2.20 August 1, 2002 through March 31, 2004
Real Estate Opportunities - Retail 1.60 None August 1, 2002 through March 31, 2004
Real Estate Opportunities - Class A 1.70 2.10 August 1, 2002 through March 31, 2004
Real Estate Opportunities - Class B 2.35 2.75 August 1, 2002 through March 31, 2004
Real Estate Opportunities - Class C 2.35 2.75
Technology - Institutional 1.15 None None
Technology - Retail None None None None
Technology - Class A 1.50 2.10 August 1, 2002 through March 31, 2004
Technology - Class B 2.15 2.75 August 1, 2002 through March 31, 2004
Technology - Class C 2.15 2.75 August 1, 2002 through March 31, 2004
Technology - Class K None None 2.20 August 1, 2002 through March 31, 2004
LIMITATION
PERIOD
VOLUNTARY VOLUNTARY CONTRACTUAL
EXPENSE EXPENSE EXPENSE LIMITATION PERIOD CONTRACTUAL
FUND (FISCAL YEAR END) CAP CAP* CAP EXPENSE CAP
-----------------------------------------------------------------------------------------------------------------------------
Telecommunications - Retail 1.75 None None
Telecommunications - Class A 1.85 2.10 August 1, 2002 through March 31, 2004
Telecommunications - Class B 2.50 2.75 August 1, 2002 through March 31, 2004
Telecommunications - Class C 2.50 2.75 August 1, 2002 through March 31, 2004
Telecommunications - Class K 1.95 2.20 August 1, 2002 through March 31, 2004
Utilities - Retail 1.30 None None
Utilities - Class A 1.40 2.10 August 1, 2002 through March 31, 2004
Utilities - Class B 2.05 2.75 August 1, 2002 through March 31, 2004
Utilities - Class C 2.05 2.75 August 1, 2002 through March 31, 2004
INVESCO Combination Stock & Bond Funds (5/31)
Balanced - Institutional 1.00 None None
Balanced - Retail 1.25 None None
Balanced - Class A 1.35 2.10 June 1, 2003 through May 31, 2005
Balanced - Class B 2.00 2.75 June 1, 2003 through May 31, 2005
Balanced - Class C 2.00 2.75 June 1, 2003 through May 31, 2005
Balanced - Class K 1.45 2.20 June 1, 2003 through May 31, 2005
Core Equity - Retail None None None None
Core Equity - Class A 1.50 2.10 June 1, 2003 through May 31, 2005
Core Equity - Class B 2.15 2.75 June 1, 2003 through May 31, 2005
Core Equity - Class C None None 2.75 June 1, 2003 through May 31, 2005
Core Equity - Class K None None 2.20 June 1, 2003 through May 31, 2005
Total Return - Retail 1.24 None None
Total Return - Class A 1.34 2.10 June 1, 2003 through May 31, 2005
Total Return - Class B 1.99 2.75 June 1, 2003 through May 31, 2005
Total Return - Class C 1.99 2.75 June 1, 2003 through May 31, 2005
LIMITATION
PERIOD
VOLUNTARY VOLUNTARY CONTRACTUAL
EXPENSE EXPENSE EXPENSE LIMITATION PERIOD CONTRACTUAL
FUND (FISCAL YEAR END) CAP CAP* CAP EXPENSE CAP
-----------------------------------------------------------------------------------------------------------------------------
INVESCO Manager Series Funds, Inc. (8/31)*
Multi-Sector - Class A None None 2.10 September 1, 2002 through August 31, 2004
Multi-Sector - Class B None None 2.75 September 1, 2002 through August 31, 2004
Multi-Sector - Class C None None 2.75 September 1, 2002 through August 31, 2004
*This Fund will commence operations on August 31, 2002.
INVESCO Money Market Funds (5/31)
Cash Reserves - Retail 0.90 None None
Cash Reserves - Class A 1.25 2.10 June 1, 2003 through May 31, 2005
Cash Reserves - Class B 1.90 2.75 June 1, 2003 through May 31, 2005
Cash Reserves - Class C 1.90 2.75 June 1, 2003 through May 31, 2005
Tax-Free Money - Retail 0.85 None None
Government Money - Retail 0.85 None None
INVESCO Variable Investment Funds
Variable Core Equity 1.15 None None
Variable Dynamics 1.15 None None
Variable Financial Services 1.25 None None
Variable Growth 1.50 None None
Variable Health Sciences 1.25 None None
LIMITATION
PERIOD
VOLUNTARY VOLUNTARY CONTRACTUAL
EXPENSE EXPENSE EXPENSE LIMITATION PERIOD CONTRACTUAL
FUND (FISCAL YEAR END) CAP CAP* CAP EXPENSE CAP
-----------------------------------------------------------------------------------------------------------------------------
Variable High Yield 1.05 None None
Variable Leisure 1.25 None None
Variable Real Estate Opportunities 1.35 None None
Variable Small Company Growth 1.25 None None
Variable Technology 1.25 None None
Variable Telecommunications 1.25 None None
Variable Total Return 1.15 None None
Variable Utilities 1.15 None None
*Voluntary Expense Cap Limitation Periods for all INVESCO Funds to which a
voluntary expense cap is applicable will run from August 1, 2002 through May
31, 2005.
EXHIBIT C
FUND COMBINATIONS
-----------------
1. INVESCO Advantage Fund (ICSFI) into AIM Opportunities III Fund (ASOF)
2. INVESCO Growth Fund (ISTFI) into AIM Large Cap Growth Fund (AEF)
3. INVESCO Growth & Income Fund (ISTFI) into AIM Blue Chip Fund (AEF)
4. INVESCO European Fund (IIFI) into AIM European Growth Fund (AIFI)
5. INVESCO Telecommunications Fund (ISEFI) into INVESCO Technology Fund (ISEFI)
6. INVESCO Real Estate Opportunity Fund (ISEFI) into AIM Real Estate Fund (AAF)
7. INVESCO Tax-Free Bond Fund (IBFI) into AIM Municipal Bond Fund (AIS)
8. INVESCO High Yield Fund (IBFI) into AIM High Yield Fund (AIS)
9. INVESCO Select Income Fund (IBFI) into AIM Income Fund (AIS)
10. INVESCO U.S. Government Securities Fund (IBFI) into AIM Intermediate Government Fund (AIS)
11. INVESCO Cash Reserves Fund (IMMFI) into AIM Money Market Fund (AIS)
12. INVESCO Tax-Free Money Fund (IMMFI) into AIM Tax-Exempt Cash Fund (XXXX)
13. INVESCO Balanced Fund (ICSBFI) into INVESCO Total Return Fund (ICSBFI)
14. INVESCO Value Equity Fund (ISTFI) into AIM Large Cap Basic Value Fund (AEF)
