EXHIBIT (m)(1)
AMENDED AND RESTATED
MASTER PLAN AND AGREEMENT OF DISTRIBUTION
PURSUANT TO RULE 12b-1
(INVESTOR CLASS SHARES)
THIS AGREEMENT is made as of July 1, 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 Investor Class
shares ("Investor Class 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
A I M DISTRIBUTORS, INC., a Delaware corporation ("ADI"), and amends and
restates the Master Distribution Plan and Agreement (Investor Class Shares)
dated as of June 1, 2000, as amended, by and between the Company and INVESCO
DISTRIBUTORS, INC., a Delaware corporation ("IDI") (the "Original Agreement").
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 adopted and approved the Original Agreement in
accordance with the provisions of Rule 12b-1 under the Act to finance the
distribution of the Investor Class 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, ADI desires to be retained to provide such services, and the Company
desires to retain ADI to provide such services, all in accordance with the terms
and conditions of this Amended and Restated Master Distribution Plan and
Agreement (Investor Class 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 Act, and who 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 "Disinterested
Directors") cast in person at a meeting called for the purpose of voting on this
Plan and Agreement;
WHEREAS, this Plan and Agreement does not require the approval of the
holders of Investor Class 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;
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NOW, THEREFORE, the Company hereby adopts the Plan set forth herein and
the Company and ADI 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:
1. 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 ADI to
provide distribution services for Investor Class Shares 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. The Company is hereby
authorized to utilize certain assets of the Company to finance
certain activities in connection with distribution of the Company's
Investor Class Shares.
2. Subject to the supervision of the board of directors, the Company
hereby retains ADI to promote the distribution of the Investor Class
Shares of the Company by providing services and engaging in
activities beyond those specifically required by the Distribution
Agreement between the Company and ADI and to provide related
services. The activities and services to be provided by ADI hereunder
shall include one or more of the following: (a) the payment of
compensation (including trail commissions and incentive compensation)
to securities dealers, financial institutions and other
organizations, which may include ADI-affiliated companies, that
render distribution and administrative services in connection with
the distribution of the Company's Investor Class Shares; (b) the
printing and distribution of reports and prospectuses for the use of
potential investors in the Company; (c) the preparing and
distributing of sales literature; (d) the providing of advertising
and engaging in other promotional activities, including direct mail
solicitation, and television, radio, newspaper and other media
advertisements; and (e) the providing of such other services and
activities as may from time to time be agreed upon by the Company.
Such reports and prospectuses, sales literature, advertising and
promotional activities and other services and activities may be
prepared and/or conducted either by ADI's own staff, the staff of
ADI-affiliated companies, or third parties.
3. ADI hereby undertakes to promote sales of Investor Class Shares of
the Company by engaging in those activities specified in Paragraph 2
above as may be necessary and as it from time to time believes will
best further sales of such Shares.
4. The Company is hereby authorized to expend, out of its assets, on a
monthly basis, and as compensation to ADI for providing to the
Company the services specified in Paragraph 2 above, the Company
shall pay to ADI an amount computed at an annual rate of 0.25 of 1%
of the average daily net assets attributable to the Investor Class
Shares of the Company during the month. ADI shall not be entitled
hereunder to payment for overhead expenses (overhead expenses defined
as customary overhead not including the costs of ADI's personnel
whose primary responsibilities involve marketing of the ADI Funds).
However, INVESCO Combination Stock & Bond Funds, Inc., INVESCO Bond
Funds, Inc., and INVESCO Stock Funds, Inc., are not authorized to
expend, for any month, a greater percentage of their assets to pay
ADI for activities engaged in and services provided by ADI under the
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terms of the Plan and Agreement than they would otherwise have been
authorized to expend out of their assets to reimburse ADI for
expenditures incurred by ADI pursuant to the Plan and Agreement as it
existed prior to February 5, 1997. No payments will be made by a
Company hereunder after the date of termination of the Plan and
Agreement.
5. To the extent that obligations incurred by ADI out of its own
resources to finance any activity primarily intended to result in the
sale of Investor Class Shares of the Company, pursuant to this Plan
and Agreement or otherwise, may be deemed to constitute the indirect
use of Company assets, such indirect use of Company assets is hereby
authorized in addition to, and not in lieu of, any other payments
authorized under this Plan and Agreement.
6. The Treasurer of ADI shall provide to the board of directors of the
Company, at least quarterly, a written report of all moneys spent by
ADI on the activities and services specified in Paragraph 2 above
pursuant to the Plan and Agreement. Each such report shall itemize
the activities engaged in and services provided by ADI to a Company
as authorized by the penultimate sentence of Paragraph 2 above. Upon
request, but no less frequently than annually, ADI shall provide to
the board of directors of the Company such information as may
reasonably be required for it to review the continuing
appropriateness of the Plan and Agreement.
7. This Plan and Agreement shall become effective as of the date written
on page 1 hereof, and shall continue in effect until May 31, 2004,
unless terminated as provided below. Thereafter, the Plan and
Agreement shall continue in effect from year to year, provided that
the continuance of each is approved at least annually by a vote of
the board of directors of the Company, including a majority of the
Disinterested Directors, cast in person at a meeting called for the
purpose of voting on such continuance. The Plan may be terminated at
any time with respect to a Company and/or any one or more series
thereof, without penalty, by the vote of a majority of the
Disinterested Directors or by the vote of a majority of the
outstanding voting securities of the Investor Class Shares of the
Company or any series, as applicable. ADI, or the Company, by vote of
a majority of the Disinterested Directors or of the holders of a
majority of the outstanding voting securities of the Investor Class
Shares of the Company or series, as applicable, may terminate the
Agreement under this Plan, without penalty, upon thirty (30) days'
written notice to the other party. In the event that neither ADI nor
any direct or indirect affiliate of ADI serves the Company as
investment adviser, the agreement with ADI pursuant to this Plan
shall terminate at such time. The board of directors may determine to
approve a continuance of the Plan, but not a continuance of the
Agreement, hereunder.
8. So long as the Plan 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.
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9. This Plan may not be amended to increase materially the amount to be
spent by the Company hereunder without approval of a majority of the
outstanding voting securities of the Investor Class Shares of the
Company or series, as applicable. All material amendments to the Plan
and to the Agreement must be approved by the vote of the board of
directors of the Company, including a majority of the Disinterested
Directors, cast in person at a meeting called for the purpose of
voting on such amendment.
10. 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 Company
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 extent it constitutes an
agreement with ADI pursuant to a plan, it shall terminate
automatically in the event of such "assignment." Upon a termination
of the agreement with ADI, the Company 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 ADI, or the
adoption of other arrangements regarding the use of the amounts
authorized to be paid by the Company and its series hereunder, by the
Company's board of directors in accordance with the procedures set
forth in Paragraph 7 above.
11. The Company shall preserve copies of this Plan and Agreement and all
reports made pursuant to Paragraph 6 hereof, together with minutes of
all board of directors meetings at which the adoption, amendment or
continuance of the Plan were considered (describing the factors
considered and the basis for decision), for a period of not less than
six (6) years from the date of this Plan and Agreement, or any such
reports or minutes, as the case may be, the first two years in an
easily accessible place.
12. This Plan and Agreement shall be construed in accordance with the
laws of the State of Colorado and applicable provisions of the Act.
To the extent the applicable laws of the State of Colorado, or any
provisions herein, conflict with the applicable provisions of the
Act, the latter shall control.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Plan and Agreement on the day above first above written.
INVESCO BOND FUNDS, INC.
INVESCO COMBINATION STOCK & BOND FUNDS, INC.
INVESCO INTERNATIONAL FUNDS, INC.
INVESCO SECTOR FUNDS, INC.
INVESCO STOCK FUNDS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
ATTEST:
/s/ Xxxx X. Xxxxx
--------------------------
Name: Xxxx X. Xxxxx
Title: Secretary
A I M DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxx
-------------------------
Name: Xxxxxxx X. Xxxx
Title: President
ATTEST:
/s/ Xxxxxx X. Xxxx
--------------------------
Name: Xxxxxx X. Xxxx
Title: Assistant Secretary
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SCHEDULE A
TO
MASTER PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12B-1
(INVESTOR CLASS)
REGISTERED INVESTMENT COMPANY FUNDS
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INVESCO BOND FUNDS, INC.
INVESCO High Yield Fund
INVESCO Select Income Fund
INVESCO Tax-Free Bond Fund
INVESCO U.S. Government Securities Fund
INVESCO COMBINATION STOCK & BOND FUNDS, INC.
INVESCO Balanced Fund
INVESCO Core Equity Fund
INVESCO Total Return Fund
INVESCO INTERNATIONAL FUNDS, INC.
INVESCO European Fund
INVESCO International Blue Chip Value Fund
INVESCO SECTOR FUNDS, INC.
INVESCO Energy Fund
INVESCO Financial Services Fund
INVESCO Gold & Precious Metals Fund
INVESCO Health Sciences Fund
INVESCO Leisure Fund
INVESCO Real Estate Opportunity Fund
INVESCO Technology Fund
INVESCO Telecommunications Fund
INVESCO Utilities Fund
INVESCO STOCK FUNDS, INC.
INVESCO Dynamics Fund
INVESCO Growth Fund
INVESCO Growth & Income Fund
INVESCO Mid-Cap Growth Fund
INVESCO Small Company Growth Fund
INVESCO S&P 500 Index Fund
INVESCO Value Equity Fund
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