EX-99.77Q1 OTHR EXHB 6 e77q1e.txt 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; 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/ Raymond R. Cunningham ------------------------------- Name: Raymond R. Cunningham Title: President A I M ADVISORS, INC. By: /s/ Mark H. Williamson ------------------------------- Name: Mark H. Williamson 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/ Raymond R. Cunningham ---------------------------------------- Name: Raymond R. Cunningham Title: President 5 EXHIBIT A August 8, 2002 INVESCO Funds Group, Inc. 4350 South Monaco Street Denver, Colorado 80237 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/ Raymond R. Cunningham ------------------------------------------------ Raymond R. Cunningham Title: Vice President
The foregoing agreement is hereby accept as of August 8, 2002 INVESCO Funds Group, Inc. By: /s/ Glen A. Payne -------------------------------- Glen A. Payne 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.
ATTACHMENT A CONTRACTUAL EXPENSE FUND (FISCAL YEAR END) CAP CONTRACTUAL EXPENSE CAP PERIOD ----------------------------------------------------------------------------------------------------- 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, 2004 INVESCO Sector 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
ATTACHMENT A CONTRACTUAL EXPENSE FUND (FISCAL YEAR END) CAP CONTRACTUAL EXPENSE CAP PERIOD ----------------------------------------------------------------------------------------------------- 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
ATTACHMENT A CONTRACTUAL EXPENSE FUND (FISCAL YEAR END) CAP CONTRACTUAL EXPENSE CAP PERIOD ----------------------------------------------------------------------------------------------------- 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. 4350 South Monaco Street Denver, Colorado 80237 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/ Raymond R. Cunningham --------------------------------------------- Raymond R. Cunningham Title: Vice President The foregoing agreement is hereby accept as of August 8, 2002 INVESCO Funds Group, Inc. By: /s/ Glen A. Payne -------------------------------- Glen A. Payne Title: Senior Vice President, Secretary and General Counsel
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
ATTACHMENT A 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 Mid Cap Growth - Retail** 1.55 2.00 August 1, 2002 through July 31, 2004
ATTACHMENT A LIMITATION PERIOD VOLUNTARY VOLUNTARY CONTRACTUAL EXPENSE EXPENSE EXPENSE LIMITATION PERIOD CONTRACTUAL FUND (FISCAL YEAR END) CAP CAP* CAP EXPENSE CAP ----------------------------------------------------------------------------------------------------------------------------- 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 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
ATTACHMENT A LIMITATION PERIOD VOLUNTARY VOLUNTARY CONTRACTUAL EXPENSE EXPENSE EXPENSE LIMITATION PERIOD CONTRACTUAL FUND (FISCAL YEAR END) CAP CAP* CAP EXPENSE CAP --------------------------------------------------------------------------------------------------------------------------------- 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, 2004 INVESCO Sector 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 Gold - Retail None None None None
ATTACHMENT A LIMITATION PERIOD VOLUNTARY VOLUNTARY CONTRACTUAL EXPENSE EXPENSE EXPENSE LIMITATION PERIOD CONTRACTUAL FUND (FISCAL YEAR END) CAP CAP* CAP EXPENSE CAP --------------------------------------------------------------------------------------------------------------------------------- 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 Telecommunications - Retail 1.75 None None Telecommunications - Class A 1.85 2.10 August 1, 2002 through March 31, 2004
ATTACHMENT A LIMITATION PERIOD VOLUNTARY VOLUNTARY CONTRACTUAL EXPENSE EXPENSE EXPENSE LIMITATION PERIOD CONTRACTUAL FUND (FISCAL YEAR END) CAP CAP* CAP EXPENSE CAP --------------------------------------------------------------------------------------------------------------------------------- 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
ATTACHMENT A 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 Variable High Yield 1.05 None None Variable Leisure 1.25 None None Variable Real Estate Opportunities 1.35 None None
ATTACHMENT A LIMITATION PERIOD VOLUNTARY VOLUNTARY CONTRACTUAL EXPENSE EXPENSE EXPENSE LIMITATION PERIOD CONTRACTUAL FUND (FISCAL YEAR END) CAP CAP* CAP EXPENSE CAP ---------------------------------------------------------------------------------------------------------------------------------- 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 (ATEF) 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)