-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E6ZWhHK6zLd3NPxgfhp91jq0z+CTj6LRfvVb/4FTe/FciI3RkYIroinw1L8HBxqA b2Nzm6eeIV3ak3q1tHFjIQ== 0000110042-97-000013.txt : 19971030 0000110042-97-000013.hdr.sgml : 19971030 ACCESSION NUMBER: 0000110042-97-000013 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 28 FILED AS OF DATE: 19971029 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INVESCO GROWTH FUND INC /CO/ CENTRAL INDEX KEY: 0000110042 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 840202353 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 485APOS SEC ACT: SEC FILE NUMBER: 002-11236 FILM NUMBER: 97703176 FILING VALUES: FORM TYPE: 485APOS SEC ACT: SEC FILE NUMBER: 811-00352 FILM NUMBER: 97703177 BUSINESS ADDRESS: STREET 1: 7800 E UNION AVE STREET 2: STE 800 CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303-930-6300 MAIL ADDRESS: STREET 1: P.O. BOX 173706 CITY: DENVER STATE: CO ZIP: 80217-3706 485APOS 1 File No. 2-11236 As filed on ^ October 29, 1997 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X -- Pre-Effective Amendment No. Post-Effective Amendment No. ^ 72 X ---------- -- REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X -- Amendment No. ^ 20 X ------------- -- INVESCO GROWTH FUND, INC. (Exact Name of Registrant as Specified in Charter) 7800 E. Union Avenue, Denver, Colorado 80237 (Address of Principal Executive Offices) P.O. Box 173706, Denver, Colorado 80217-3706 (Mailing Address) Registrant's Telephone Number, including Area Code: (303) 930-6300 Glen A. Payne, Esq. 7800 E. Union Avenue Denver, Colorado 80237 (Name and Address of Agent for Service) ------------ Copies to: Ronald M. Feiman, Esq. Gordon Altman Butowsky Weitzen Shalov & Wein 114 W. 47th St. New York, New York 10036 ------------ Approximate Date of Proposed Public Offering: As soon as practicable after this post-effective amendment becomes effective. It is proposed that this filing will become effective (check appropriate box) ___ immediately upon filing pursuant to paragraph (b) ___ ^ on _______________, pursuant to paragraph (b) ___ 60 days after filing pursuant to paragraph (a)(i) ^X on January 1, 1998, pursuant to paragraph (a)(i) - --- ___ 75 days after filing pursuant to paragraph (a)(ii) ___ on _________________, pursuant to paragraph (a)(ii) of rule 485 If appropriate, check the following box: ___ This post-effective amendment designates a new effective date for a previously filed post-effective amendment. Registrant has previously elected to register an indefinite number of shares of its common stock pursuant to Rule 24f-2 under the Investment Company Act. Registrant's Rule 24f-2 Notice for the fiscal year ended August 31, 1997, was filed on or about October ^ 24, 1997. Page 1 of 220 Exhibit index is located at page 79 INVESCO GROWTH FUND, INC. ------------------------------- CROSS-REFERENCE SHEET Form N-1A Item Caption - --------- ------- Part A Prospectus 1....................... Cover Page 2....................... Annual Fund Expenses; Essential Information 3....................... Financial Highlights; Fund Price and Performance ^ 4....................... Investment Objective and Strategy; Investment Policies and Risks; The Fund and Its Management 5....................... The Fund and Its Management^ 5A...................... Not Applicable 6....................... Fund Services ^;Taxes, Dividends and ^ Other Distributions; Additional Information 7....................... How ^ To Buy Shares; Fund Price and Performance; Fund Services; The Fund and Its Management 8....................... Fund Services ^; How to ^ Sell Shares 9....................... Not Applicable Part B Statement of Additional Information 10....................... Cover Page 11....................... Table of Contents -i- Form N-1A Item Caption - --------- ------- 12....................... The Fund and Its Management 13....................... Investment ^ Policies and Restrictions 14....................... The Fund and Its Management 15.^...................... The Fund and Its Management; Additional Information 16....................... The Fund and Its Management; Additional Information 17....................... Investment ^ Policies and Restrictions 18....................... Additional Information 19....................... How Shares Can Be Purchased; How Shares Are Valued; Services Provided by the Fund; Tax-Deferred Retirement Plans; How to Redeem Shares 20....................... Dividends, ^ Other Distributions, and Taxes 21....................... How Shares Can Be Purchased 22....................... Performance Data 23....................... Additional Information Part C Other Information Information required to be included in Part C is set forth under the appropriate Item, so numbered, in Part C to this Registration Statement. -ii- PROSPECTUS January 1, 1998 INVESCO GROWTH FUND, INC. INVESCO Growth Fund, Inc. (the "Fund") is actively managed to seek long-term capital growth, with the secondary goal of current income. Most of its investments are in U.S. common stocks, but the Fund has the flexibility to invest in other types of securities. This Prospectus provides you with the basic information you should know before investing in the Fund. You should read it and keep it for future reference. A Statement of Additional Information containing further information about the Fund, dated January 1, 1998, has been filed with the Securities and Exchange Commission, and is incorporated by reference into this Prospectus. To obtain a free copy, write to INVESCO Distributors, Inc., P.O. Box 173706, Denver, Colorado 80217-3706; call 1-800-525-8085; or visit our web site at http://www.invesco.com. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK OR OTHER FINANCIAL INSTITUTION. THE SHARES OF THE FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. TABLE OF CONTENTS Page ESSENTIAL INFORMATION........................................................6 ANNUAL FUND EXPENSES.........................................................7 FINANCIAL HIGHLIGHTS.........................................................9 INVESTMENT OBJECTIVE AND STRATEGY...........................................11 INVESTMENT POLICIES AND RISKS...............................................11 THE FUND AND ITS MANAGEMENT.................................................15 FUND PRICE AND PERFORMANCE..................................................18 HOW TO BUY SHARES...........................................................19 FUND SERVICES...............................................................23 HOW TO SELL SHARES..........................................................24 TAXES, DIVIDENDS AND OTHER DISTRIBUTIONS....................................26 ADDITIONAL INFORMATION......................................................28 ESSENTIAL INFORMATION Investment Objective And Strategy: INVESCO Growth Fund, Inc. is a diversified, actively managed mutual fund that seeks long-term capital growth with a secondary goal of current income. It invests primarily in U.S. common stocks. The Fund may also invest in other securities, such as corporate bonds and preferred stocks. There is no guarantee that the Fund will meet its objective. See "Investment Objective And Strategy." The Fund is Designed For: Investors seeking a combination of capital growth plus current income. While not intended as a complete investment program, the Fund may be a valuable element of your investment portfolio. You also may wish to consider the Fund as part of a Uniform Gift/Transfer To Minors Act Account or systematic investing strategy. The Fund may be a suitable investment for many types of retirement programs, including IRA, SEP-IRA, SIMPLE IRA, 401(k), Profit Sharing, Money Purchase Pension, and 403(b) plans. Time Horizon: Because the value of its holdings varies, the Fund's price per share will fluctuate. Investors should consider this a medium- to long-term investment. Risks: The Fund's investments in fixed-income securities are subject to credit risk and market risk. Its returns on foreign investments may be influenced by currency fluctuations and other risks of investing overseas. Rapid portfolio turnover may result in higher brokerage commissions and the acceleration of taxable capital gains. These policies make the Fund unsuitable for the portion of your savings dedicated to preservation of capital or current income over the short term. See "Investment Objective And Strategy" and "Investment Policies And Risks." Organization and Management: The Fund is owned by its shareholders. It employs INVESCO Funds Group, Inc. ("IFG"), founded in 1932, to serve as investment adviser, administrator and transfer agent. INVESCO Trust Company (INVESCO Trust), founded in 1969, serves as sub-adviser. Together, IFG and INVESCO Trust constitute "Fund Management." Prior to September 30, 1997, IFG served as the Fund's distributor. Effective September 30, 1997, INVESCO Distributors, Inc. ("IDI"), founded in 1997 as a wholly-owned subsidiary of IFG, became the Fund's distributor. The Fund's investments are selected by two INVESCO portfolio managers: INVESCO Senior Vice President Timothy J. Miller and portfolio manager Trent E. May. A Chartered Financial Analyst, Mr. Miller earned his M.B.A. from the University of Missouri -- St. Louis and his B.S.B.A. from St. Louis University. Also a Chartered Financial Analyst, Mr. May earned his M.B.A. from Rollins College and his B.S. from Florida Institute of Technology. See "The Fund And Its Management." IFG, INVESCO Trust and IDI are subsidiaries of AMVESCAP PLC, an international investment management company, that manages approximately $177.5 billion of assets. AMVESCAP PLC is based in London, with money managers located in Europe, North America and the Far East. This Fund offers all of the following services at no charge: Telephone purchases Telephone exchanges Telephone redemptions Automatic reinvestment of distributions Regular investment plans, such as EasiVest (the Fund's automatic monthly investment program), Direct Payroll Purchase, and Automatic Monthly Exchange Periodic withdrawal plans See "How To Buy Shares" and "How To Sell Shares." Minimum Initial Investment: $1,000, which is waived for regular investment plans, including EasiVest and Direct Payroll Purchase. Minimum Subsequent Investment: $50 (Minimums are lower for certain retirement plans.) ANNUAL FUND EXPENSES The Fund is no-load; there are no fees to purchase, exchange or redeem shares. The Fund is authorized to pay a Rule 12b-1 distribution fee of one quarter of one percent of the Fund's average net assets each year. (See "How To Buy Shares -- Distribution Expenses.") Like any company, the Fund has operating expenses -- such as portfolio management, accounting, shareholder servicing, maintenance of shareholder accounts, and other expenses. We calculate annual operating expenses as a percentage of the Fund's average annual net assets. These expenses are paid from the Fund's assets. Lower expenses therefore benefit investors by increasing the Fund's total return. Annual Fund Operating Expenses (as a percentage of average net assets) Management Fee 0.57% 12b-1 Fees 0.25% Other Expenses(1) 0.25% Total Fund Operating Expenses(1) 1.07% (1) It should be noted that the Fund's actual total operating expenses were lower than the figures shown, because the Fund's custodian, transfer agent and distribution fees were reduced under expense offset arrangements. However, as a result of an SEC requirement for mutual funds to state their total operating expenses without crediting any such expense offset arrangement, the figures shown above do not reflect these reductions. In comparing expenses for different years, please note that the ratios of Expenses to Average Net Assets shown under "Financial Highlights" do reflect any reductions for periods including and prior to the fiscal year ended August 31, 1995. See "The Fund And Its Management." Example A shareholder would pay the following expenses on a $1,000 investment for the periods shown, assuming a hypothetical 5% annual return and redemption at the end of each time period. (Of course, actual operating expenses are paid from the Fund's assets, and are deducted from the amount of income available for distribution to shareholders; they are not charged directly to shareholder accounts.) 1 Year 3 Years 5 Years 10 Years ------ ------- ------- -------- $11 $34 $59 $131 The purpose of this table is to assist you in understanding the various costs and expenses that you will bear directly or indirectly. THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE PERFORMANCE OR EXPENSES, AND ACTUAL ANNUAL RETURNS AND EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. For more information on the Fund's expenses, see "The Fund and Its Management" and "How To Buy Shares -- Distribution Expenses." Because the Fund pays a distribution fee, investors who own Fund shares for a long period of time may pay more than the economic equivalent of the maximum front-end sales charge permitted for mutual funds by the National Association of Securities Dealers, Inc. FINANCIAL HIGHLIGHTS (For a Fund Share Outstanding Throughout Each Period) The following information has been audited by Price Waterhouse LLP, independent accountants. This information should be read in conjunction with the audited financial statements and the independent accountant's report thereon appearing in the Fund's 1997 Annual Report to Shareholders which is incorporated by reference into the Statement of Additional Information, both of which are available without charge by contacting IDI at the address or telephone number on the cover of this Prospectus. The Annual Report also contains more information about the Fund's performance.
Year Ended August 31 -------------------------------------------------------------------------------------------- 1997 1996 1995 1994 1993 1992 1991 1990 1989 1988 PER SHARE DATA Net Asset Value - Beginning of Period $5.44 $5.33 $5.34 $5.28 $4.72 $5.26 $4.37 $4.54 $3.48 $4.64 -------------------------------------------------------------------------------------------- INCOME FROM INVESTMENT OPERATIONS Net Investment Income 0.01 0.03 0.05 0.03 0.04 0.05 0.07 0.10 0.10 0.07 Net Gains or (Losses) on Securities (Both Realized and Unrealized) 1.39 0.95 0.49 0.11 1.00 0.05 1.28 (0.14) 1.06 (1.16) -------------------------------------------------------------------------------------------- Total from Investment Operations 1.40 0.98 0.54 0.14 1.04 0.10 1.35 (0.04) 1.16 (1.09) -------------------------------------------------------------------------------------------- LESS DISTRIBUTIONS Dividends from Net Investment Income+ 0.01 0.03 0.05 0.03 0.04 0.05 0.08 0.11 0.10 0.07 Distributions from Capital Gains 0.77 0.84 0.50 0.05 0.44 0.59 0.38 0.02 0.00 0.00 -------------------------------------------------------------------------------------------- Total Distributions 0.78 0.87 0.55 0.08 0.48 0.64 0.46 0.13 0.10 0.07 -------------------------------------------------------------------------------------------- Net Asset Value - End of Period $6.06 $5.44 $5.33 $5.34 $5.28 $4.72 $5.26 $4.37 $4.54 $3.48 ============================================================================================ TOTAL RETURN 28.14% 20.23% 12.05% 2.52% 22.17% 2.04% 31.16% (1.01%) 33.70% (23.43%) RATIOS Net Assets - End of Period ($000 Omitted) $709,220 $596,726 $501,285 $488,411 $483,957 $408,218 $428,564 $339,927 $383,099 $328,043 Ratio of Expenses to Average Net Assets 1.07%@ 1.05%@ 1.06% 1.03% 1.04% 1.04% 1.00% 0.78% 0.82% 0.81% Ratio of Net Investment Income to Average Net Assets 0.22% 0.64% 1.07% 0.47% 0.72% 0.93% 1.52% 2.17% 2.60% 1.84% Portfolio Turnover Rate 286% 207% 111% 63% 77% 77% 69% 86% 90% 116% Average Commission Rate Paid^^ $0.0697 $0.0286 - - - - - - - -
+ Distributions in excess of net investment income for the year ended August 31, 1995, aggregated less than $0.01 on a per share basis. @ Ratio is based on Total Expenses of the Fund, which is before any expense offset arrangements. ^^ The average commission rate paid is the total brokerage commissions paid on applicable purchases and sales of securities for the period divided by the total number of related shares purchased or sold which is required to be disclosed effective for fiscal years beginning September 1, 1995 and thereafter. INVESTMENT OBJECTIVE AND STRATEGY The Fund seeks long-term capital growth, with a secondary goal of current income. This investment objective is fundamental and may not be changed without the approval of the Fund's shareholders. Normally, the Fund seeks to achieve this objective by investing primarily in U.S. common stocks (including securities convertible into common stocks). There is no guarantee that the Fund's investment objective will be met. For the equity holdings, we look for companies that we believe have better-than-average earnings growth potential, as well as companies within industries we believe are well-positioned for the current and expected economic climate. In addition to common stocks, the Fund also may hold preferred stocks and investment grade corporate debt obligations. The Fund also may hold cash and cash-equivalent securities as cash reserves. The amount invested in stocks, bonds and cash securities may be varied from time to time depending upon Fund Management's assessment of business, economic and market conditions. For a description of each corporate bond rating category please refer to Appendix A to the Statement of Additional Information. The Fund's investment portfolio is actively traded. There are no limitations regarding portfolio turnover for either the equity or fixed income portions of the Fund's portfolio. Although the Fund does not trade for short-term profits, securities may be sold without regard to the time they have been held when, in the opinion of Fund Management, investment considerations warrant such action. The Fund's portfolio turnover rate therefore may be higher than other mutual funds with similar objectives. Increased portfolio turnover may result in greater brokerage commissions and acceleration of capital gains which are taxable when distributed to shareholders. The Statement of Additional Information includes an expanded discussion of the Fund's portfolio turnover rate, its brokerage practices and certain federal income tax matters. When we believe market or economic conditions are unfavorable, the Fund may assume a defensive position by temporarily investing up to 100% of its assets in high quality money market instruments, such as short-term U.S. government obligations, commercial paper or repurchase agreements, seeking to protect its assets until conditions stabilize. INVESTMENT POLICIES AND RISKS Investors generally should expect to see their price per share and income levels vary with movements in the stock and fixed-income markets, changes in economic conditions and other factors. The Fund invests in many different companies in a variety of securities and industries; this diversification reduces the Fund's overall exposure to investment and market risks, but cannot eliminate these risks. Debt Securities. When we assess an issuer's ability to meet its interest rate obligations and repay its debt when due, we are referring to "credit risk." Debt obligations are rated based on their credit risk as estimated by independent services such as Standard & Poor's Rating Group, a division of The McGraw-Hill Companies, Inc. ("S&P") or Moody's Investors Service, Inc. ("Moody's"). "Market risk" for debt securities principally refers to sensitivity to changes in interest rates: for instance, when interest rates go up, the market value of a bond issued previously generally declines; on the other hand, when interest rates go down, the prices of bonds generally increase. The lower a bond's quality, the more it is subject to credit risk and market risk and the more speculative it becomes. This is also true of most unrated debt securities. The Fund seeks to reduce these risks by investing only in investment grade debt securities (those rated BBB or above by S&P and/or Baa or above by Moody's or, if unrated, are judged by Fund Management to be of equivalent quality). These bonds enjoy strong to adequate capacity to pay principal and interest. Securities rated Baa by Moody's are considered to be of medium grade and may have speculative characteristics. Securities rated BBB by S&P are considered to be in the lowest "investment grade" security rating and may have speculative characteristics as well. While Fund Management continuously monitors all of the debt securities in the Fund's portfolio for the issuer's ability to make required principal and interest payments and other quality factors, it may retain a bond whose rating is changed to one below the minimum rating required for purchase of the security. Foreign Securities. Up to 25% of the Fund's total assets, measured at the time of purchase, may be invested directly in foreign equity or corporate debt securities. Securities of Canadian issuers and American Depository Receipts ("ADRs") are not subject to this 25% limitation. ADRs are receipts representing shares of a foreign corporation held by a U.S. bank that entitle the holder to all dividends and capital gains. ADRs are denominated in U.S. dollars and trade in the U.S. securities markets. For U.S. investors, the returns on foreign securities are influenced not only by the returns on the foreign investments themselves, but also by currency fluctuations. That is, when the U.S. dollar generally rises against a foreign currency, returns for a U.S. investor on foreign securities denominated in that foreign currency may decrease. By contrast, in a period when the U.S. dollar generally declines, those returns may increase. Other aspects of international investing to consider include: -less publicly available information than is generally available about U.S. issuers; -differences in accounting, auditing and financial reporting standards; -generally higher commission rates on foreign portfolio transactions and longer settlement periods; -smaller trading volumes and generally lower liquidity of foreign stock markets, which may cause greater price volatility; and -investments in certain countries may be subject to foreign withholding taxes, which may reduce dividend or interest income or capital gains payable to shareholders. There is also the possibility of expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations; political instability; potential restrictions on the flow of international capital; and the possibility of the Fund experiencing difficulties in pursuing legal remedies and collecting judgments. ADRs are subject to some of the same risks as direct investments in foreign securities, including the risk that material information about the issuer may not be disclosed in the United States and the risk that currency fluctuations may adversely affect the value of the ADR. Rule 144A Securities. The Fund may not purchase securities that are not readily marketable. However, the Fund may purchase certain securities that are not registered for sale to the general public but that can be resold to institutional investors ("Rule 144A Securities") if a liquid institutional trading market exists. The Fund's board of directors has delegated to Fund Management the authority to determine the liquidity of Rule 144A Securities pursuant to guidelines approved by the board. In the event that a Rule 144A Security held by the Fund is subsequently determined to be illiquid, the security will be sold as soon as that can be done in an orderly fashion consistent with the best interests of the Fund's shareholders. For more information concerning Rule 144A Securities, see "Investment Policies And Restrictions" in the Statement of Additional Information. Repurchase Agreements. The Fund may invest money, for as short a time as overnight, using repurchase agreements ("repos"). With a repo, the Fund buys a debt instrument, agreeing simultaneously to sell it back to the prior owner at an agreed-upon price and time. The Fund could incur costs or delays in seeking to sell the instrument if the prior owner defaults on its repurchase obligation. To reduce that risk, the securities that are the subject of each repurchase agreement will be maintained with the Fund's custodian in an amount at least equal to the repurchase price under the agreement (including accrued interest). These agreements are entered into only with member banks of the Federal Reserve System, registered broker-dealers, and registered U.S. government securities dealers that are deemed creditworthy under standards established by the Fund's board of directors. Futures and Options. A futures contract is an agreement to buy or sell a specific amount of a financial instrument or commodity at a particular price on a particular date. The Fund will use futures contracts only to hedge against price changes in the value of its current or intended investments in securities. In the event that an anticipated decrease in the value of portfolio securities occurs as a result of a general decrease in prices, the adverse effects of such changes may be offset, at least in part, by gains on the sale of futures contracts. Conversely, the increased cost of portfolio securities to be acquired, caused by a general increase in prices, may be offset, at least in part, by gains on futures contracts purchased by the Fund. Brokerage fees are paid to trade futures contracts, and the Fund is required to maintain margin deposits. Put and call options on futures contracts or securities may be traded by the Fund in order to protect against declines in the value of portfolio securities or against increases in the cost of securities to be acquired. The purchaser of an option purchases the right to effect a transaction in the underlying future or security at a specified price (the "strike price") before a specified date (the "expiration date"). In exchange for the right, the purchaser pays a "premium" to the seller, which represents the price of the right to buy or to sell the underlying instrument. In exchange for the premium, the seller of the option becomes obligated to effect a transaction in the underlying future or security, at the strike price, at any time prior to the expiration date, should the buyer choose to exercise the option. A call option contract grants the purchaser the right to buy the underlying future or security, at the strike price, before the expiration date. A put option contract grants the purchaser the right to sell the underlying future or security, at the strike price, before the expiration date. Purchases of options on futures contracts may present less dollar risk in hedging the Fund's portfolio than the purchase and sale of the underlying futures contracts, since the potential loss is limited to the amount of the premium plus related transaction costs. The premium paid for such a put or call option plus any transaction costs will reduce the benefit, if any, realized by the Fund upon exercise or liquidation of the option, and, unless the price of the underlying futures contract or security changes sufficiently, the option may expire without value to the Fund. Although the Fund will enter into futures contracts and options on futures contracts and securities solely for hedging or other nonspeculative purposes, their use does involve certain risks. For example, a lack of correlation between the value of an instrument underlying an option or futures contract and the assets being hedged, or unexpected adverse price movements, could render a Fund's hedging strategy unsuccessful and could result in losses. In addition, there can be no assurance that a liquid secondary market will exist for any contract purchased or sold, and the Fund may be required to maintain a position until exercise or expiration, which could result in losses. Transactions in futures contracts and options are subject to other risks as well, which are set forth in greater detail in the Statement of Additional Information and Appendix B therein. Securities Lending. The Fund may seek to earn additional income by lending securities to qualified brokers, dealers, banks, or other financial institutions, on a fully collateralized basis. For further information on this policy, see "Investment Policies And Restrictions," in the Statement of Additional Information. For a further discussion of risks associated with an investment in the Fund, see "Investment Policies and Restrictions" and "Investment Practices" in the Statement of Additional Information. Investment Restrictions. Certain restrictions, which are set forth in the Statement of Additional Information, may not be altered without the approval of the Fund's shareholders. For example, the Fund limits to 5% the portion of its total assets that may be invested in any one issuer (other than cash items and U.S. government securities). In addition, the Fund limits to 25% the portion of its total assets that may be invested in any one industry (other than U.S. government securities). Other fundamental restrictions prohibit the Fund from lending more than 33-1/3% of its total assets to other parties and from borrowing money, except that the Fund may borrow amounts up to 33-1/3% of its total assets for temporary or emergency purposes. Except where indicated to the contrary, the investment policies described in this Prospectus are not considered fundamental and may be changed without a vote of the Fund's shareholders. THE FUND AND ITS MANAGEMENT The Fund is a no-load mutual fund, registered with the Securities and Exchange Commission as a diversified, open-end management investment company. It was incorporated on July 8, 1935, under the laws of Maryland. The Fund's board of directors has responsibility for overall supervision of the Fund and reviews the services provided by the adviser and sub-adviser. Under an agreement with the Fund, IFG, 7800 E. Union Avenue, Denver, Colorado 80237, serves as the Fund's investment manager; it is primarily responsible for providing the Fund with various administrative services. IFG's wholly-owned subsidiary, INVESCO Trust, is the Fund's sub-adviser and is primarily responsible for managing the Fund's investments. The Fund is managed by two members of the INVESCO Growth Team which is headed by Timothy J. Miller. The following individuals are primarily responsible for the day-to-day management of the Fund's portfolio holdings: Trent E. May has served as lead portfolio manager of the Fund since October 1997 and co-portfolio manager of the Fund since 1996; portfolio manager of INVESCO Trust since 1996. Formerly, senior equity fund manager/equity analyst at Munder Capital Management in Detroit. B.S. in Engineering, Florida Institute of Technology; M.B.A., Rollins College. He is a Chartered Financial Analyst. Timothy J. Miller has served as co-portfolio manager for the Fund since 1996; lead portfolio manager of INVESCO Dynamics Fund since October 1997 and portfolio manager of INVESCO Dynamics Fund since 1993; co-portfolio manager of INVESCO Small Company Growth Fund since 1997; senior vice president (1995 to present), vice president (1993 to 1995) and portfolio manager (1992 to present) of INVESCO Trust. Formerly (1979 to 1992), analyst and portfolio manager with Mississippi Valley Advisors. M.B.A., University of Missouri -- St. Louis; B.S.B.A., St. Louis University. He is a Chartered Financial Analyst. Fund Management permits investment and other personnel to purchase and sell securities for their own accounts, subject to a compliance policy governing personal investing. This policy requires Fund Management's personnel to conduct their personal investment activities in a manner that Fund Management believes is not detrimental to the Fund or Fund Management's other advisory clients. See the Statement of Additional Information for more detailed information. The Fund pays IFG a monthly management fee that is based upon a percentage of the Fund's average net assets determined daily. The management fee is computed at the annual rate of 0.60% on the first $350 million of the Fund's average net assets; 0.55% on the next $350 million of the Fund's average net assets; and 0.50% on the Fund's average net assets over $700 million. For the fiscal year ended August 31, 1997, investment advisory fees paid by the Fund amounted to 0.57% of the Fund's average net assets. Out of this advisory fee, IFG paid to INVESCO Trust, as a sub-advisory fee, an amount equal to 0.21% of the Fund's average net assets. No fee is paid by the Fund to INVESCO Trust. Under a Transfer Agency Agreement, IFG acts as registrar, transfer agent, and dividend disbursing agent for the Fund. The Fund pays an annual fee of $20.00 per shareholder account or, where applicable, per participant in an omnibus account. Registered broker-dealers, third party administrators of tax-qualified retirement plans and other entities, including affiliates of IFG, may provide equivalent services to the Fund. In these cases, IFG may pay, out of the fee it receives from the Fund, an annual sub- transfer agency or recordkeeping fee to the third party. In addition, under an Administrative Services Agreement, IFG handles additional administrative, recordkeeping, and internal sub- accounting services for the Fund. For such services, IFG was paid, for the fiscal year ended August 31, 1997, a fee equal to $10,000 plus an additional amount computed at an annual rate of 0.02% of the Fund's average net assets. The Fund's expenses, which are accrued daily, are deducted from total income before dividends are paid. Total expenses of the Fund for the fiscal year ended August 31, 1997, including investment management fees (but excluding brokerage commissions, which are a cost of acquiring securities), amounted to 1.07% of the Fund's average net assets. Fund Management places orders for the purchase and sale of portfolio securities with brokers and dealers based upon Fund Management's evaluation of their financial responsibility coupled with their ability to effect transactions at the best available prices. As discussed under "How To Buy Shares -- Distribution Expenses," the Fund may market its shares through intermediary brokers or dealers that have entered into dealer agreements with IDI, as the Fund's Distributor. The Fund may place orders for portfolio transactions with qualified broker-dealers which recommend the Fund, or sell shares of the Fund, to clients, or act as agent in the purchase of Fund shares for clients, if Fund Management believes that the quality of the execution of the transaction and level of commission are comparable to those available from other qualified brokerage firms. For further information, see "Investment Practices -- Placement of Portfolio Brokerage" in the Statement of Additional Information. IFG, INVESCO Trust and IDI are indirect wholly-owned subsidiaries of AMVESCAP PLC. AMVESCAP PLC is a publicly-traded holding company that, through its subsidiaries, engages in the business of investment management on an international basis. INVESCO PLC changed its name to AMVESCO PLC on March 3, 1997, and to AMVESCAP PLC on May 8, 1997, as part of a merger between a direct subsidiary of INVESCO PLC and A I M Management Group Inc., that created one of the largest independent investment management businesses in the world. IFG and INVESCO Trust continued to operate under their existing names. AMVESCAP PLC has approximately $177.5 billion in assets under management. IFG was established in 1932 and, as of August 31, 1997, managed 14 mutual funds, consisting of 46 separate portfolios, with combined assets of approximately $15.9 billion on behalf of over 854,000 shareholders. INVESCO Trust, founded in 1969, served as adviser or sub-adviser to 59 investment portfolios as of August 31, 1997, including 32 portfolios in the INVESCO group. These 59 portfolios had aggregate assets of approximately $14.7 billion as of August 31, 1997. In addition, INVESCO Trust provides investment management services to private clients including employee benefit plans that may be invested in a collective trust sponsored by INVESCO Trust. IDI was established in 1997 and is the distributor for 14 mutual funds consisting of 46 separate portfolios. FUND PRICE AND PERFORMANCE Determining Price. The value of your investment in the Fund will vary daily. The price per share is also known as the Net Asset Value ("NAV"). IFG prices the Fund every day that the New York Stock Exchange is open, as of the close of regular trading (normally, 4:00 p.m., New York time). NAV is calculated by adding together the current market value of all of the Fund's assets, including accrued interest and dividends; then subtracting liabilities, including accrued expenses; and finally dividing that dollar amount by the total number of shares outstanding. Performance Data. To keep shareholders and potential investors informed, we will occasionally advertise the Fund's total return. Total return figures show the average annual rate of return on a $1,000 investment in the Fund, assuming reinvestment of all dividends and other distributions for one-, five-, and ten-year periods (or since inception). Cumulative total return shows the actual rate of return on an investment over the stated periods; average annual total return represents the average annual percentage change in the value of an investment. Both cumulative and average annual total returns tend to "smooth out" fluctuations in the Fund's investment results, because they do not show the interim variations in performance over the periods cited. More information about the Fund's recent and historical performance is contained in the Fund's Annual Report to Shareholders. You can get a free copy by calling or writing to IDI using the phone number or address on the cover of this Prospectus. When we quote mutual fund rankings published by Lipper Analytical Services, Inc., we may compare the Fund to others in its category of Growth Funds, as well as the broad-based Lipper general fund groupings. These rankings allow you to compare the Fund to its peers. Other independent financial media also produce performance- or service-related comparisons, which you may see in our promotional materials. For more information see "Fund Performance" in the Statement of Additional Information. Performance figures are based on historical investment results and are not intended to suggest future performance. HOW TO BUY SHARES The following chart shows several convenient ways to invest in the Fund. Your new Fund shares will be priced at the NAV next determined after your order is received in proper form. There is no charge to invest, exchange, or redeem shares when you make transactions directly through IDI. However, if you invest in the Fund through a securities broker, you may be charged a commission or transaction fee. For all new accounts, please send a completed application form. Please specify which fund's shares you wish to purchase. Fund Management reserves the right to increase, reduce or waive the minimum investment requirements in its sole discretion, where it determines this action is in the best interests of the Fund. Further, Fund Management reserves the right in its sole discretion to reject any order for the purchase of Fund shares (including purchases by exchange) when, in its judgment, such rejection is in the Fund's best interests. HOW TO BUY SHARES ================================================================================ Method Investment Minimum Please Remember ================================================================================ By Check Mail to: $1,000 for regular If your check does INVESCO Funds account; not clear, you will Group, Inc. $250 for an be responsible for P.O. Box 173706 Individual any related loss Denver, CO 80217- Retirement Account; the Fund or IFG 3706. $50 minimum for incurs. If you are Or you may send each subsequent already a your check by investment. shareholder in the overnight courier INVESCO funds, the to: 7800 E. Union Fund may seek Ave., reimbursement from Denver, CO 80237. your existing account(s) for any loss incurred. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- By Telephone or Wire Call 1-800-525-8085 $1,000. Payment must be to request your received within 3 purchase. Then send business days, or your check by the transaction may overnight courier be cancelled. If a to our street telephone purchase address: is cancelled due to 7800 E. Union Ave., nonpayment, you Denver, CO 80237. will be responsible Or you may transmit for any related your payment by loss the Fund or bank wire (call IFG IFG incurs. If you for instructions). are already a shareholder in the INVESCO funds, the Fund may seek reimbursement from your existing account(s) for any loss incurred. - -------------------------------------------------------------------------------- With EasiVest or Direct Payroll Purchase You may enroll on $50 per month for Like all regular the fund EasiVest; $50 per investment plans, application, or pay period for neither EasiVest call us for the Direct Payroll nor Direct Payroll correct form and Purchase. You may Purchase ensures a more details. start or stop your profit or protects Investing the same regular investment against loss in a amount on a monthly plan at any time, falling market. basis allows you to with two weeks' Because you'll buy more shares notice to IFG. invest continually, when prices are low regardless of and fewer shares varying price when prices are levels, consider high. This "dollar- your financial cost averaging" may ability to keep help offset market buying through low fluctuations. Over price levels. And a period of time, remember that you your average cost will lose money if per share may be you redeem your less than the shares when the actual average market value of all price per share. your shares is less than their cost. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- By PAL Your "Personal $1,000. Be sure to write Account Line" is down the available for confirmation number subsequent provided by PAL. purchases and Payment must be exchanges 24-hours received within 3 a day. Simply call business days, or 1-800-424-8085. the transaction may be cancelled. If a telephone purchase is cancelled due to nonpayment, you will be responsible for any related loss the Fund or IFG incurs. If you are already a shareholder in the INVESCO funds, the Fund may seek reimbursement from your existing account(s) for any loss incurred. - -------------------------------------------------------------------------------- By Exchange Between this and $1,000 to open a See "Exchange another of the new account; $50 Policy" below. INVESCO funds. Call for written 1-800-525-8085 for requests to prospectuses of purchase additional other INVESCO shares for an funds. You may also existing account. establish an (The exchange Automatic Monthly minimum is $250 for Exchange service purchases requested between two INVESCO by telephone.) funds; call IFG for further details and the correct form. ================================================================================ Exchange Policy. You may exchange your shares in this Fund for those in another INVESCO fund, on the basis of their respective net asset values at the time of the exchange. Before making any exchange, be sure to review the prospectuses of the funds involved and consider their differences. Please note these policies regarding exchanges of fund shares: 1. The fund accounts must be identically registered. 2. You may make four exchanges out of each fund during each calendar calendar year. 3. An exchange is the redemption of shares from one fund followed by the purchase of shares in another. Therefore, any gain or loss realized on the exchange is recognizable for federal income tax purposes (unless, of course, your account is tax-deferred). 4. The Fund reserves the right to reject any exchange request, or to modify or terminate the exchange policy, when it is in the best interests of the Fund and its shareholders. Notice of all such modifications or termination will be given at least 60 days prior to the effective date of the change in privilege, except for unusual instances (such as when redemptions of the exchanged shares are suspended under Section 22(e) of the Investment Company Act of 1940, or when sales of the fund into which you are exchanging are temporarily stopped). Distribution Expenses. The Fund is authorized under a Plan and Agreement of Distribution pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the "Plan") to use its assets to finance certain activities relating to the distribution of its shares to investors. Under the Plan, monthly payments may be made by the Fund to IDI to permit IDI, at its discretion, to engage in certain activities, and provide certain services approved by the board of directors of the Fund in connection with the distribution of the Fund's shares to investors. These activities and services may include the payment of compensation (including incentive compensation and/or continuing compensation based on the amount of customer assets maintained in the Fund) to securities dealers and other financial institutions and organizations, which may include IDI-affiliated companies, to obtain various distribution-related and/or administrative services for the Fund. Such services may include, among other things, processing new shareholder account applications, preparing and transmitting to the Fund's transfer agent computer-processable tapes of all transactions by customers, and serving as the primary source of information to customers in answering questions concerning the Fund and their transactions with the Fund. In addition, other permissible activities and services include advertising, the preparation, printing and distribution of sales literature, printing and distribution of prospectuses to prospective investors and such other services and promotional activities for the Fund as may from time to time be agreed upon by the Fund and its board of directors, including public relations efforts and marketing programs to communicate with investors and prospective investors. These services and activities may be conducted by the staff of IDI or its affiliates or by third parties. Under the Plan, the Fund's payments to IDI are limited to an amount computed at an annual rate of 0.25% of the Fund's average net assets. IDI is not entitled to payment for overhead expenses under the Plan, but may be paid for all or a portion of the compensation paid for salaries and other employee benefits for the personnel of IDI or IFG whose primary responsibilities involve marketing shares of the INVESCO funds, including the Fund. Payment amounts by the Fund under the Plan, for any month, may be made to compensate IDI for permissible activities engaged in and services provided by IDI during the rolling 12-month period in which that month falls. Therefore, any obligations incurred by IDI in excess of the limitations described above will not be paid by the Fund under the Plan, and will be borne by IDI. In addition, IDI and its affiliates may from time to time make additional payments from its revenues to securities dealers and other financial institutions that provide distribution-related and/or administrative services for the Fund. No further payments will be made by the Fund under the Plan in the event of its termination. Also, any payments made by the Fund may not be used to finance directly the distribution of shares of any other mutual fund advised by IFG. Payments made by the Fund under the Plan for compensation of marketing personnel, as noted above, are based on an allocation formula designed to ensure that all such payments are appropriate. For more information see "How Shares Can Be Purchased -- Distribution Plan" in the Statement of Additional Information. FUND SERVICES Shareholder Accounts. IFG will maintain a share account that reflects your current holdings. Share certificates will be issued only upon specific request. You will have greater flexibility to conduct transactions if you do not request certificates. Transaction Confirmations. You will receive detailed confirmations of individual purchases, exchanges, and redemptions. If you choose certain recurring transaction plans (for instance, EasiVest), your transactions will be confirmed on your quarterly Investment Summary. Investment Summaries. Each calendar quarter, shareholders receive a written statement which consolidates and summarizes account activity and value at the beginning and end of the period for each of their INVESCO funds. Reinvestment of Distributions. Dividends and other distributions are automatically reinvested in additional Fund shares at the NAV on the ex-dividend date, unless you choose to have dividends and/or other distributions automatically reinvested in another INVESCO fund or paid by check (minimum of $10.00). Telephone Transactions. All shareholders may exchange and redeem Fund shares by telephone, unless they expressly decline these privileges. By signing the new account Application, a Telephone Transaction Authorization Form, or otherwise using these privileges, the investor has agreed that, if the Fund has followed reasonable procedures, such as recording telephone instructions and sending written transaction confirmations, it will not be liable for following telephone instructions that it believes to be genuine. As a result of this policy, the investor may bear the risk of any loss due to unauthorized or fraudulent instructions. Retirement Plans And IRAs. Fund shares may be purchased for Individual Retirement Accounts ("IRAs") and many types of tax-deferred retirement plans. IFG can supply you with information and forms to establish or transfer your existing plan or account. HOW TO SELL SHARES The following chart shows several convenient ways to redeem your Fund shares. Shares of the Fund may be redeemed at any time at their current NAV next determined after a request in proper form is received at the Fund's office. The NAV at the time of the redemption may be more or less than the price you paid to purchase your shares, depending primarily upon the Fund's investment performance. Please specify from which fund you wish to redeem shares. Shareholders have a separate account for each fund in which they invest. HOW TO SELL SHARES ================================================================================ Method Minimum Redemption Please Remember ================================================================================ By Telephone Call us toll-free $250 (or, if less, This option is not at 1-800-525-8085. full liquidation of available for the account) for a shares held in redemption check; IRAs. $1,000 for a wire to bank of record. The maximum amount which may be redeemed by telephone is generally $25,000. These telephone redemption privileges may be modified or terminated in the future at the discretion of IFG. - -------------------------------------------------------------------------------- In Writing Mail your request Any amount. The If the shares to be to INVESCO Funds redemption request redeemed are Group, Inc., P.O. must be signed by represented by Box 173706 all registered stock certificates, Denver, CO 80217- owners of the the certificates 3706. You may also account. Payment must be sent to send your request will be mailed to IFG. by overnight your address of courier to 7800 E. record or to a pre- Union Ave., Denver, designated bank. CO 80237. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- By Exchange Between this and $1,000 to open a See "Exchange another of the new account; $50 Policy," page 20. INVESCO funds. Call for written 1-800-525-8085 for requests to prospectuses of purchase additional other INVESCO shares for an funds. You may also existing account. establish an (The exchange Automatic Monthly minimum is $250 for Exchange service exchanges requested between two INVESCO by telephone.) funds; call IFG for further details and the correct form. - -------------------------------------------------------------------------------- Periodic Withdrawal Plan You may call us to $100 per payment, You must have at request the on a monthly or least $10,000 total appropriate form quarterly basis. invested with the and more The redemption INVESCO funds, with information at 1- check may be made at least $5,000 of 800-525-8085. payable to any that total invested party you in the fund from designate. which withdrawals will be made. - -------------------------------------------------------------------------------- Payment To Third Party Mail your request Any amount. All registered to INVESCO Funds owners of the Group, Inc., P.O. account must sign Box 173706 the request, with a Denver, CO 80217- signature guarantee 3706. from an eligible guarantor financial institution, such as a commercial bank or recognized national or regional securities firm. ================================================================================ While the Fund will attempt to process telephone redemptions promptly, there may be times -- particularly in periods of severe economic or market disruption -- when you may experience delays in redeeming shares by phone. Payments of redemption proceeds will be mailed within seven days following receipt of the redemption request in proper form. However, payment may be postponed under unusual circumstances -- for instance, if normal trading is not taking place on the New York Stock Exchange or during an emergency as defined by the Securities and Exchange Commission. If your shares were purchased by a check which has not yet cleared, payment will be made promptly upon clearance of the purchase check (which will take up to 15 days). If you participate in EasiVest, the Fund's automatic monthly investment program, and redeem all of the shares in your account, we will terminate any further EasiVest purchases unless you instruct us otherwise. Because of the high relative costs of handling small accounts, should the value of any shareholder's account fall below $250 as a result of shareholder action, the Fund reserves the right to involuntarily redeem all shares in such account, in which case the account would be liquidated and the proceeds forwarded to the shareholder. Prior to any such redemption, a shareholder will be notified and given 60 days to increase the value of the account to $250 or more. TAXES, DIVIDENDS AND OTHER DISTRIBUTIONS Taxes. The Fund intends to distribute to shareholders all of its net investment income, net capital gains and net gains from foreign currency transactions, if any, in order to continue to qualify for tax treatment as a regulated investment company. Thus, the Fund does not expect to pay any federal income or excise taxes. Unless shareholders are exempt from income taxes, they must include all dividends and other distributions in taxable income for federal, state and local income tax purposes. Dividends and other distributions are taxable whether they are received in cash or automatically reinvested in shares of the Fund or another fund in the INVESCO group. Net realized capital gains of the Fund are classified as short-term and long-term gains depending upon how long the Fund held the security that gave rise to the gains. Short-term capital gains are included in income from dividends and interest as ordinary income and are taxed at the taxpayer's marginal tax rate. The Taxpayer Relief Act of 1997 (the "Tax Act"), enacted in August 1997, changed the taxation of long-term capital gains by applying different capital gains rates depending on the taxpayer's holding period and marginal rate of federal income tax. Long-term gains realized on the sale of securities held for more than one year but not for more than 18 months are taxable at a rate of 28%. This category of long-term gains is often referred to as "mid-term" gains but is technically termed "28% rate gains". Long-term gains realized on the sale of securities held for more than 18 months are taxable at a rate of 20%. The Tax Act, however, does not address the application of these rules to distributions of net capital gain (excess of long-term capital gain over short-term capital losses) by a regulated investment company, including whether such distributions may be treated by its shareholders in accordance with the Fund's holding period for the assets it sold that generated the gain. The application of the new capital gain rules must be determined by further legislation or future regulations that are not available as this Prospectus is being prepared. At the end of each year, information regarding the tax status of dividends and other distributions is provided to shareholders. Shareholders should consult their tax advisers as to the effect of the Tax Act on distributions by the Fund of net capital gain. Shareholders also may realize capital gains or losses when they sell their Fund shares at more or less than the price originally paid. Capital gain on shares held for more than one year will be long-term capital gain, in which event it will be subject to federal income tax at the rates indicated above. The Fund may be subject to withholding of foreign taxes on dividends or interest it receives on foreign securities. Foreign taxes withheld will be treated as an expense of the Fund. Individuals and certain other non-corporate shareholders may be subject to backup withholding of 31% on dividends, capital gain and other distributions and redemption proceeds. Unless you are subject to backup withholding for other reasons, you can avoid backup withholding on your Fund account by ensuring that we have a correct, certified tax identification number. We encourage you to consult a tax adviser with respect to these matters. For further information see "Dividends, Other Distributions and Taxes" in the Statement of Additional Information. Dividends and Other Distributions. The Fund earns ordinary or net investment income in the form of dividends and interest on its investments. The Fund's policy is to distribute substantially all of this income, less Fund expenses, to shareholders on a quarterly basis, at the discretion of the Fund's board of directors. In addition, the Fund realizes capital gains and losses when it sells securities for more or less than it paid. If total gains on sales exceed total losses (including losses carried forward from previous years), the Fund has a net realized capital gain. Net realized capital gains, if any, together with gains, if any, realized on foreign currency transactions, are distributed to shareholders at least annually, usually in December. Dividends and other distributions are paid to holders of shares on the record date of distribution regardless how long the Fund shares have been held by the shareholder. The Fund's share price will then drop on the ex-dividend date by the amount of the distribution. If a shareholder purchases shares immediately prior to the distribution, the shareholder will, in effect, have "bought" the distribution by paying the full purchase price, a portion of which is then returned in the form of a taxable distribution. ADDITIONAL INFORMATION Voting Rights. All shares of the Fund have equal voting rights based on one vote for each share owned and a corresponding fractional vote for each fractional share owned. The Fund is not generally required and does not expect to hold regular annual meetings of shareholders. However, when requested to do so in writing by the holders of 10% or more of the outstanding shares of the Fund or as may be required by applicable law or the Fund's Articles of Incorporation, the board of directors will call special meetings of shareholders. Directors may be removed by action of the holders of a majority of the outstanding shares of the Fund. The Fund will assist shareholders in communicating with other shareholders as required by the Investment Company Act of 1940. Master/Feeder Option. As a matter of fundamental policy, the Fund may, in the future, seek to achieve the Fund's investment objective by investing all of the Fund's assets in another investment company having substantially the same fundamental investment objective, policies and limitations. It is expected that any such investment company would be managed by IFG in substantially the same manner as the Fund. If permitted by applicable law, any such investment may be made in the sole discretion of the Fund's board of directors without a vote of the Fund's shareholders. However, shareholders will be given at least 30 days prior notice of any such investment. Such an investment would be made only if the board of directors determines it to be in the best interests of the Fund and its shareholders based on potential cost savings, operational efficiencies or other factors. No assurance can be given that costs would be materially reduced if this option were implemented. INVESCO GROWTH FUND A no-load mutual fund seeking capital appreciation and current income. PROSPECTUS January 1, 1998 INVESCO FUNDS INVESCO Distributors, Inc. Distributor Post Office Box 173706 Denver, Colorado 80217-3706 1-800-525-8085 PAL(R): 1-800-424-8085 http://www.invesco.com In Denver, visit one of our convenient Investor Centers: Cherry Creek 155-B Fillmore Street; Denver Tech Center 7800 East Union Avenue Lobby Level In addition, all documents filed by the Company with the Securities & Exchange Commission can be located on a Web site maintained by the Commission at http://www.sec.gov. STATEMENT OF ADDITIONAL INFORMATION January 1, ^ 1998 INVESCO GROWTH FUND, INC. A no-load mutual fund seeking long- term capital growth and current income Address: Mailing Address: 7800 East Union Avenue Post Office Box 173706 Denver, Colorado 80237 Denver, Colorado 80217-3706 Telephone: In Continental U.S., 1-800-525-8085 - -------------------------------------------------------------------------------- INVESCO GROWTH FUND, INC. (the "Fund") is a mutual fund that seeks long-term capital growth. The Fund also seeks, as a secondary objective, to obtain investment income through the purchase of securities of carefully selected companies representing major fields of business and industrial activity. In pursuing its objectives, the Fund invests primarily in common stocks but may also invest in other kinds of securities, including convertible and straight issues of debentures and preferred stock. A Prospectus for the Fund dated January 1, ^ 1998, which provides the basic information you should know before investing in the Fund, may be obtained without charge from INVESCO ^ Distributors, Inc., Post Office Box 173706, Denver, Colorado 80217- 3706. This Statement of Additional Information is not a ^ prospectus but contains information in addition to and more detailed than that set forth in the Prospectus. It is intended to provide you with additional information regarding the activities and operations of the Fund and should be read in conjunction with the Prospectus. Investment Adviser ^: INVESCO FUNDS GROUP, INC. Investment Distributor: INVESCO DISTRIBUTORS, INC. - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- INVESTMENT POLICIES AND RESTRICTIONS........................................31 THE FUND AND ITS MANAGEMENT.................................................38 HOW SHARES CAN BE PURCHASED.................................................49 HOW SHARES ARE VALUED.......................................................52 FUND PERFORMANCE............................................................54 SERVICES PROVIDED BY THE FUND...............................................55 TAX-DEFERRED RETIREMENT PLANS...............................................56 HOW TO REDEEM SHARES........................................................56 DIVIDENDS, ^ OTHER DISTRIBUTIONS AND TAXES..................................57 INVESTMENT PRACTICES........................................................59 ADDITIONAL INFORMATION......................................................62 APPENDIX ^ A................................................................64 APPENDIX B..................................................................67 INVESTMENT POLICIES AND RESTRICTIONS Equity Securities. Equity securities include common stocks, preferred stocks and debt or equity securities that are convertible into them, including common stock purchase warrants and rights, equity interests in trusts, partnerships, joint ventures or similar enterprises and depository receipts. Common stocks, the most familiar type, represent an equity (i.e., ownership) interest in a corporation. Preferred stock has certain fixed income features, like a bond, but is actually equity in a company, like common stock. Depository receipts typically are issued by banks or trust companies and evidence ownership of underlying securities. While past performance does not guarantee future results, equity securities historically have provided the greatest long-term growth potential in a company. However, their prices generally fluctuate more than other securities, and reflect changes in a company's financial condition and overall market and economic conditions. Common stocks generally represent the riskiest investment in a company. Debt Securities. As discussed in the ^ sections of the Fund's Prospectus entitled ^"Investment Objective And Strategy" and "Investment Policies And Risks," the debt securities in which the Fund invests generally are subject to two kinds of risk: credit risk and market risk. Credit risk relates to the ability of the issuer to meet interest or principal payments or both as they come due. The ratings given a debt security by Moody's Investors Service, Inc. ("Moody's") ^ and/or Standard & Poor's Ratings ^ Group, a division of The McGraw-Hill Companies, Inc. ("S&P") provide a generally useful guide as to such credit risk. Market risk relates to the fact that the market values of debt securities in which the Fund invests generally will be affected by changes in the level of interest rates. An increase in interest rates will tend to reduce the market values of such debt securities, whereas a decline in interest rates will tend to increase their values. Restricted/144A Securities. As discussed in the section of the Fund's Prospectus entitled "Investment Policies And Risks," the Fund may invest in restricted securities that can be resold to institutional investors pursuant to Rule 144A under the Securities Act of 1933 ("Rule 144A Securities"). In recent years, a large institutional market has developed for Rule 144A Securities. Institutional investors generally will not seek to sell these instruments to the general public but instead will often depend on an efficient institutional market in which Rule 144A Securities can readily be resold or on an issuer's ability to honor a demand for repayment. Therefore, the fact that there are contractual or legal restrictions on resale to the general public or certain institutions is not dispositive of the liquidity of such investments. Rule 144A under the 1933 Act establishes a "safe harbor" from the registration requirements of the 1933 Act for resales of certain securities to qualified institutional buyers. Institutional markets for Rule 144A Securities may provide both readily ascertainable values for Rule 144A Securities and the ability to liquidate an investment in order to satisfy share redemption orders. An insufficient number of qualified institutional buyers interested in purchasing a Rule 144A Security held by a Fund, however, could affect adversely the marketability of such security, and the Fund might be unable to dispose of such security promptly or at reasonable prices. Repurchase Agreements. As discussed in the section of the Fund's Prospectus^ entitled "Investment Policies And Risks," the Fund may ^ invest in repurchase agreements with respect to debt instruments eligible for investment by the Fund with member banks of the Federal Reserve System, registered broker-dealers and registered U.S. government securities dealers. A repurchase agreement may be considered a loan collateralized by securities. The resale price reflects an agreed upon interest rate effective for the period the instrument is held by the Fund and is unrelated to the interest rate on the underlying instrument. In these transactions, the securities acquired by the Fund (including accrued interest earned thereon) must have a total value ^ at least equal to the value of the repurchase agreement and are held as collateral by the Fund's custodian bank until ^ the repurchase agreement is completed. ^ The use of repurchase agreements involves certain risks. For example, if the other party to the agreement defaults on its obligation to repurchase the underlying security at a time when the value of the security has declined, the Fund may incur a loss upon disposition of the security. If the other party to the agreement becomes insolvent and subject to liquidation or reorganization under the Bankruptcy Code or other laws, the Fund may experience costs and delays in realizing on the collateral. Finally, it is possible that the Fund may not be able to substantiate its interest in the underlying security and may be deemed an unsecured creditor of the other party to the agreement. While the Fund's management acknowledges these risks, it is expected that the risks can be minimized through careful monitoring procedures. Lending of Securities. ^ As described in the section of the Fund's Prospectus entitled "Investment Policies And Risks," the Fund may lend its portfolio securities to qualified brokers, dealers, banks or other financial institutions, provided that such loans are callable at any time by the Fund and are at all times secured by collateral consisting of cash or securities issued or guaranteed by the United States government or its agencies, or any combination thereof, equal to at least the market value, determined daily, of the loaned securities. The advantage of such loans is that the Fund continues to have the benefits (and risks) of ownership of the loaned securities, while at the same time receiving income from the borrower of the securities. Loans will be made only to firms deemed by the adviser or sub-adviser (under procedures established by the Company's board of directors) to be creditworthy and when the amount of interest income to be received justifies the inherent risks. A loan may be terminated by the borrower on one business day's notice, or by the Fund at any time. If at any time the borrower fails to maintain the required amount of collateral (at least 100% of the market value of the borrowed securities, plus accrued interest and dividends), the Fund will require the deposit of additional collateral not later than the business day following the day on which a collateral deficiency occurs or the collateral appears inadequate. If the deficiency is not remedied by the end of that period, the Fund will use the collateral to replace the securities while holding the borrower liable for any excess of replacement cost over collateral. Upon termination of the loan, the borrower is required to return the securities to the Fund. Any gain or loss during the loan period would inure to the Fund. Futures and Options on Futures. As described in the Fund's Prospectus, the Fund may enter into futures contracts, and purchase and sell ("write") options to buy or sell futures contracts. The Fund will comply with and adhere to all limitations in the manner and extent to which it effects transactions in futures and options on such futures currently imposed by the rules and policy guidelines of the Commodity Futures Trading Commission as conditions for exemption of a mutual fund, or the investment advisers thereto, from registration as a commodity pool operator. The Fund will not, as to any positions, whether long, short or a combination thereof, enter into futures and options thereon for which the aggregate initial margins and premiums exceed 5% of the fair market value of its assets after taking into account unrealized profits and losses on options it has entered into. In the case of an option that is "in-the-money," as defined in the Commodity Exchange Act (the "CEA"), the in-the-money amount may be excluded in computing such 5%. (In general a call option on a future is "in-the-money" if the value of the future exceeds the exercise ("strike") price of the call; a put option on a future is "in-the-money" if the value of the future which is the subject of the put is exceeded by the strike price of the put.) The Fund may use futures and options thereon solely for bona fide hedging or for other non-speculative purposes within the meaning and intent of the applicable provisions of the CEA. Unlike when the Fund purchases or sells a security, no price is paid or received by the Fund upon the purchase or sale of a futures contract. Instead, the Fund will be required to deposit in its segregated asset account an amount of cash or qualifying securities (currently U.S. Treasury bills), currently in a minimum amount of $15,000. This is called "initial margin." Such initial margin is in the nature of a performance bond or good faith deposit on the contract. However, since losses on open contracts are required to be reflected in cash in the form of variation margin payments, the Fund may be required to make additional payments during the term of the contracts to its broker. Such payments would be required, for example, where, during the term of an interest rate futures contract purchased by the Fund, there was a general increase in interest rates, thereby making the Fund's portfolio securities less valuable. In all instances involving the purchase of financial futures contracts by the Fund, an amount of cash together with such other securities as permitted by applicable regulatory authorities to be utilized for such purpose, at least equal to the market value of the futures contracts, will be deposited in a segregated account with the Fund's custodian to collateralize the position. At any time prior to the expiration of a futures contract, the Fund may elect to close its position by taking an opposite position which will operate to terminate the Fund's position in the futures contract. For a more complete discussion of the risks involved in futures and options on futures and other securities, refer to Appendix B ("Description of Futures, Options and Forward Contracts"). Where futures are purchased to hedge against a possible increase in the price of a security before the Fund is able in an orderly fashion to invest in the security, it is possible that the market may decline instead. If the Fund, as a result, concluded not to make the planned investment at that time because of concern as to possible further market decline or for other reasons, the Fund would realize a loss on the futures contract that is not offset by a reduction in the price of securities purchased. In addition to the possibility that there may be an imperfect correlation or no correlation at all between movements in the futures contracts and the portion of the portfolio being hedged, the price of futures may not correlate perfectly with movements in the prices due to certain market distortions. All participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, investors may close futures contracts through offsetting transactions which could distort the normal relationship between underlying instruments and the value of the futures contract. Moreover, the deposit requirements in the futures market are less onerous than margin requirements in the securities market and may therefore cause increased participation by speculators in the futures market. Such increased participation may also cause temporary price distortions. Due to the possibility of price distortion in the futures market and because of the imperfect correlation between movements in the underlying instrument and movements in the prices of futures contracts, the value of futures contracts as a hedging device may be reduced. In addition, if the Fund has insufficient available cash, it may at times have to sell securities to meet variation margin requirements. Such sales may have to be effected at a time when it may be disadvantageous to do so. Options on Futures Contracts. The Fund may buy and write options on futures contracts for hedging purposes; options are also included in the types of instruments sometimes known as derivatives. The purchase of a call option on a futures contract is similar in some respects to the purchase of a call option on an individual security. Depending on the pricing of the option compared to either the price of the futures contract upon which it is based or the price of the underlying instrument, ownership of the option may or may not be less risky than ownership of the futures contract or the underlying instrument. As with the purchase of futures contracts, when the Fund is not fully invested it may buy a call option on a futures contract to hedge against a market advance. The writing of a call option on a futures contract constitutes a partial hedge against declining prices of the security or foreign currency which is deliverable under, or of the index comprising, the futures contract. If the futures price at the expiration of the option is below the exercise price, the Fund will retain the full amount of the option premium which provides a partial hedge against any decline that may have occurred in the Fund's portfolio holdings. The writing of a put option on a futures contract constitutes a partial hedge against increasing prices of the security or foreign currency which is deliverable under, or of the index comprising, the futures contract. If the futures price at expiration of the option is higher than the exercise price, the Fund will retain the full amount of the option premium which provides a partial hedge against any increase in the price of securities which the Fund is considering buying. If a call or put option which the Fund has written is exercised, the Fund will incur a loss which will be reduced by the amount of the premium it received. Depending on the degree of correlation between changes in the value of its portfolio securities and changes in the value of the futures positions, the Fund's losses from existing options on futures may to some extent be reduced or increased by changes in the value of portfolio securities. The purchase of a put option on a futures contract is similar in some respects to the purchase of protective put options on portfolio securities. For example, the Fund may buy a put option on a futures contract to hedge the Fund's portfolio against the risk of falling prices. The amount of risk the Fund assumes when it buys an option on a futures contract is the premium paid for the option plus related transaction costs. In addition to the correlation risks discussed above, the purchase of an option also entails the risk that changes in the value of the underlying futures contract will not be reflected fully in the value of the options bought. Forward Foreign Currency Contracts The Fund may enter into forward currency contracts, which are included in the types of instruments sometimes known as derivatives, to purchase or sell foreign currencies (i.e., non-U.S. currencies) as a hedge against possible variations in foreign exchange rates. A forward foreign currency contract is an agreement between the contracting parties to exchange an amount of currency at some future time at an agreed upon rate. The rate can be higher or lower than the spot rate between the currencies that are the subject of the contract. A forward contract generally has no deposit requirement, and such transactions do not involve commissions. By entering into a forward contract for the purchase or sale of the amount of foreign currency invested in a foreign security transaction, the Fund can hedge against possible variations in the value of the dollar versus the subject currency either between the date the foreign security is purchased or sold and the date on which payment is made or received or during the time the Fund holds the foreign security. Hedging against a decline in the value of a currency in the foregoing manner does not eliminate fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. Furthermore, such hedging transactions preclude the opportunity for gain if the value of the hedged currency should rise. The Fund will not speculate in forward currency contracts. Although the Fund has not adopted any limitations on its ability to use forward contracts as a hedge against fluctuations in foreign exchange rates, the Fund does not attempt to hedge all of its non-U.S. portfolio positions and will enter into such transactions only to the extent, if any, deemed appropriate by their investment adviser or sub-adviser. The Funds will not enter into forward contracts for a term of more than one year. Investment Restrictions. As described in the section of the Fund's Prospectus entitled "Investment ^ Policies^ and Risks," the Fund ^ operates under certain ^ investment restrictions. The following restrictions are fundamental and may not be changed with respect to the Fund without the prior approval of the holders of a majority, as defined in the Investment Company Act of 1940 (the "1940 Act"), of the outstanding voting securities of the Fund. For purposes of the Fund's investment restrictions, all percentage limitations apply immediately after a purchase or initial investment. Any subsequent change in a particular percentage resulting from fluctuations in value does not require elimination of any security from the Fund. Under these restrictions, the Fund will not: (1) issue preference shares or create any funded debt; (2) sell short or buy on margin, except ^ for the Fund's purchase or sale of options or futures, or writing, purchasing or selling puts or calls options; (3)* borrow money ^ in excess of 5% of the value of its total assets^ and then only from banks, and when borrowing, it is a temporary measure for emergency purposes; (4) invest in the securities of any other investment company except for a purchase or acquisition in accordance with a plan of reorganization, merger or consolidation; (5) purchase securities if the purchase would cause the Fund, at the time, to have more than 5% of the value of its total assets invested in the securities of any one company or to own more than 10% of the voting securities of any one company (except obligations issued or guaranteed by the U.S. Government); (6) make loans to any person, except through the purchase of debt securities in accordance with the Fund's investment policies, or the lending of portfolio securities to broker-dealers or other institutional investors, or the entering into repurchase agreements with member banks of the Federal Reserve System, registered broker-dealers and registered government securities dealers. The aggregate value of all portfolio securities loaned may not exceed 33-1/3% of the Fund's total assets (taken at current value). No more than 10% of the Fund's total assets may be invested in repurchase agreements maturing in more than seven days; (7) buy or sell commodities, commodity contracts or real estate (however, the Fund may purchase securities of companies investing in real estate). This restriction shall not prevent the Fund from purchasing or selling options on individual securities, security indexes, and currencies, or financial futures or options on financial futures, or undertaking forward foreign currency contracts.^ (8) invest in any company for the purpose of exercising control or management; (9) buy other than readily marketable securities; (10) engage in the underwriting of any securities; (11) purchase securities of any company in which any officer or director of the Fund or its investment adviser owns more than 1/2 of 1% of the outstanding securities, or in which all of the officers and directors of the Fund and its investment adviser, as a group, own more than 5% of such securities; (12) invest more than 25% of the value of the Fund's total assets in one particular industry. ^ *The Fund has never borrowed money for other than temporary cash flow purposes and has no intention of doing so in the foreseeable future unless unexpected developments make borrowing of money by the Fund under this fundamental investment restriction desirable in order to allow the Fund to meet its obligation (e.g., processing redemptions in a timely manner). With respect to investment restriction (9) above, the board of directors has delegated to the Funds' investment adviser the authority to determine whether a liquid market exists for securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933, or any successor to such rule, and ^ whether or not such securities are ^ subject to restriction (9) above. Under guidelines established by the board of directors, the adviser will consider the following factors, among others, in making this determination: (1) the unregistered nature of a Rule 144A security; (2) the frequency of trades and quotes for the security; (3) the number of dealers willing to purchase or sell the security and the number of other potential purchasers; (4) dealer undertakings to make a market in the security; and (5) the nature of the security and the nature of marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). In applying restriction (12) above, the Fund uses ^ a modified S&P industry code classification schema which uses various sources to classify. ^ The following non-fundamental investment restrictions have been adopted by the Fund. These investment restrictions may be changed by the directors at their discretion, without shareholder approval: (1) The Fund will not enter into any futures contracts, options on futures, puts and calls if immediately thereafter the aggregate margin deposits on all outstanding derivatives positions held by the Fund and premiums paid on outstanding positions, after taking into account unrealized profits and losses, would exceed 5% of the market value of the total assets of the Fund. (2) The Fund will not enter into any derivatives positions if the aggregate net amount of the Fund's commitments under outstanding derivatives positions of the Fund would exceed the market value of the total assets of the Fund. Under the 1940 Act, Fund directors and officers cannot be protected against liability to the Fund or its shareholders to which they would be subject because of willful misfeasance, bad faith, gross negligence or reckless disregard of duties of their office. THE FUND AND ITS MANAGEMENT The Fund. The Fund was incorporated under the laws of Maryland on January 8, 1935. On December 2, 1994, the Fund's name was changed from "Financial Industrial Fund, Inc." to "INVESCO Growth Fund, Inc." The Investment Adviser. INVESCO Funds Group, Inc., a Delaware corporation ^("IFG"), is employed as the Fund's investment adviser. ^ IFG was established in 1932 and also serves as an investment adviser to INVESCO Capital Appreciation Funds, Inc. (formerly, INVESCO Dynamics Fund, Inc.), INVESCO Diversified Funds, Inc.^, INVESCO Emerging Opportunity Funds, Inc., INVESCO Income Funds, Inc., INVESCO Industrial Income Fund, Inc., INVESCO International Funds, Inc., INVESCO Money Market Funds, Inc., INVESCO Multiple Asset Funds, Inc., INVESCO Specialty Funds, Inc., INVESCO Strategic Portfolios, Inc., INVESCO Tax-Free Income Funds, Inc., INVESCO Value Trust, and INVESCO Variable Investment Funds, Inc. The Sub-Adviser. ^ IFG, as investment adviser, has contracted with INVESCO Trust Company ("INVESCO Trust") to provide investment advisory and research services ^ to the Fund. INVESCO Trust has the primary responsibility for providing portfolio investment management services to the Fund. INVESCO Trust, a trust company founded in 1969, is a wholly-owned subsidiary of ^ IFG. ^ The Distributor. Effective September 30, 1997, INVESCO Distributors, Inc. ("IDI") became the Fund's distributor. IDI, established in 1997, is a registered broker-dealer that acts as distributor for all retail mutual funds advised by IFG. Prior to September 30, 1997, IFG served as the Fund's distributor. IFG, INVESCO Trust and IDI are indirect wholly-owned ^ subsidiaries of AMVESCAP PLC, a publicly traded holding company ^ that, through its subsidiaries, engages in the business of investment management on an international basis. INVESCO PLC changed its name to AMVESCO PLC on March 3, 1997 and to AMVESCAP PLC on May 8, 1997, as part of a merger between a direct subsidiary of INVESCO PLC and A I M Management Group, Inc. that created one of the largest investment management businesses in the world with approximately $177.5 billion in assets under management. IFG was established in 1932, and, as of August 31, ^ 1997, managed 14 mutual funds, consisting of ^ 46 separate portfolios, on behalf of over ^ 854,000 shareholders. ^ AMVESCAP PLC's other North American subsidiaries include the following: --INVESCO Capital Management, Inc. of Atlanta, Georgia^ manages institutional investment portfolios, consisting primarily of discretionary employee benefit plans for corporations and state and local governments, and endowment funds. INVESCO Capital Management, Inc. is the sole shareholder of INVESCO Services, Inc., a registered broker-dealer whose primary business is the distribution of shares of two registered investment companies. --INVESCO Management & Research, Inc. ^ of Boston, Massachusetts^ primarily manages pension and endowment accounts. --PRIMCO Capital Management, Inc. of Louisville, Kentucky^ specializes in managing stable return investments, principally on behalf of Section 401(k) retirement plans. --INVESCO Realty Advisors, Inc. of Dallas, Texas^ is responsible for providing advisory services in the U.S. real estate markets for ^ pension plans and public pension funds, as well as endowment and foundation accounts. --A I M Advisors, Inc. of Houston, Texas provides investment advisory and administrative services for retail and institutional mutual funds. --A I M Capital Management, Inc. of Houston, Texas provides investment advisory services to individuals, corporations, pension plans and other private investment advisory accounts and also serves as a sub-adviser to certain retail and institutional mutual funds, one Canadian mutual fund and one portfolio of an open-end registered investment company that is offered to separate accounts of variable insurance companies. --A I M Distributors, Inc. and Fund Management Company of Houston, Texas are registered broker-dealers that act as the principal underwriters for retail and institutional mutual funds. The corporate headquarters of ^ AMVESCAP PLC are located at 11 Devonshire Square, London, EC2M 4YR, England. As indicated in the Fund's Prospectus, IFG and INVESCO ^ Trust permit investment and other personnel to purchase and sell securities for their own accounts in accordance with a compliance policy governing personal investing by directors, officers and employees of IFG, INVESCO Trust and ^ their North American affiliates. The policy requires officers, inside directors, investment and other personnel of IFG, INVESCO Trust and ^ their North American affiliates to pre-clear all transactions in securities not otherwise exempt under the policy. Requests for trading authority will be denied when, among other reasons, the proposed personal transaction would be contrary to the provisions of the policy or would be deemed to adversely affect any transaction then known to be under consideration for or to have been effected on behalf of any client account, including the Fund. In addition to the pre-clearance requirement described above, the policy subjects officers, inside directors, investment and other personnel of IFG, INVESCO Trust and ^ their North American affiliates to various trading restrictions and reporting obligations. All reportable transactions are reviewed for compliance with the policy. The provisions of this policy are administered by and subject to exceptions authorized by ^ IFG. Investment Advisory Agreement. ^ IFG serves as investment adviser to the Fund pursuant to an investment advisory agreement dated February 28, 1997 (the "Agreement") with the Fund ^ which was approved ^ by the board of directors on November 6, 1996, by vote cast in person by a majority of the directors of the Fund, including a majority of the directors of the Fund who are not "interested persons" of the Fund or ^ IFG at a meeting called for such purpose. The Agreement was approved by ^ the Fund's shareholders on ^ January 31, 1997, for an initial term expiring ^ February 28, 1999. Thereafter, the Agreement may be continued from year to year as long as each such continuance is specifically approved at least annually by the board of directors of the Fund, or by a vote of the holders of a majority, as defined in the 1940 Act, of the outstanding shares of the Fund. Any such continuance also must be approved by a majority of the Fund's directors who are not parties to the Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such continuance. The Agreement may be terminated at any time without penalty by either party upon sixty (60) days' written notice and terminates automatically in the event of an assignment to the extent required by the 1940 Act and the Rules thereunder. The Agreement provides that ^ IFG shall manage the investment portfolio of the Fund in conformity with the Fund's investment policies (either directly or by delegation to a sub-adviser which may be a company affiliated with ^ IFG). Further, ^ IFG shall perform all administrative, internal accounting (including computation of net asset value), clerical, statistical, secretarial and all other services necessary or incidental to the administration of the affairs of the Fund excluding, however, those services that are the subject of separate agreement between the Fund and ^ IFG or any affiliate thereof, including the distribution and sale of Fund shares and provision of transfer agency, dividend disbursing agency and registrar services, and services furnished under an Administrative Services Agreement with ^ IFG discussed below. Services provided under the Agreement include but are not limited to: supplying the Fund with officers, clerical staff and other employees, if any, who are necessary in connection with the Fund's operations; furnishing office space, facilities, equipment and supplies; providing personnel and facilities required to respond to inquiries related to shareholder accounts; conducting periodic compliance reviews of the Fund's operations; preparation and review of required documents, reports and filings by ^ IFG's in-house legal and accounting staff (including the prospectus, statement of additional information, proxy statements, shareholder reports, tax returns, reports to the SEC and other corporate documents of the Fund), except insofar as the assistance of independent accountants or attorneys is necessary or desirable; supplying basic telephone service and other utilities; and preparing and maintaining certain of the books and records required to be prepared and maintained by the Fund under the 1940 Act. Expenses not assumed by ^ IFG are borne by the Fund. As full compensation for its advisory services provided to the Fund, ^ IFG is entitled to receive a monthly fee. The fee is calculated daily at an annual rate of: 0.60% on the first $350 million of the average net assets of the Fund; reduced to 0.55% on the next $350 million of the average net assets of the Fund; and further reduced to 0.50% on the Fund's average net assets exceeding $700 million. For the fiscal years ended August 31, 1997, 1996^ and 1995 ^, the Fund paid INVESCO advisory fees of $3,922,981, $3,196,929^ and $2,757,404 ^, respectively. Sub-Advisory Agreement. INVESCO Trust serves as sub-adviser to the Fund pursuant to a sub-advisory agreement dated February 28, 1997 (the "Sub-Agreement") with ^ IFG which was approved ^ by the board of directors on November 6, 1996., by a vote cast in person by a majority of the directors of the Fund, including a majority of the directors who are not "interested persons" of the Fund, ^ IFG or INVESCO Trust at a meeting called for such purpose. ^ Shareholders of the Fund approved the Sub-Agreement on January 31, 1997, for an initial term expiring ^ February 28, 1999. Thereafter, the Sub-Agreement may be continued from year to year as long as each such continuance is specifically approved by the board of directors of the Fund, or by a vote of the holders of a majority, as defined in the 1940 Act, of the outstanding shares of the Fund. Each such continuance must also be approved by a majority of the directors who are not parties to the Sub-Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such continuance. The Sub-Agreement may be terminated at any time without penalty by either party or the Fund upon sixty (60) days' written notice and terminates automatically in the event of an assignment to the extent required by the 1940 Act and the rules thereunder. The Sub-Agreement provides that INVESCO Trust, subject to the supervision of ^ IFG and the Fund's board of directors, shall manage the investment portfolio of the Fund in conformity with the Fund's investment policies. These management services include: (a) managing the investment and reinvestment of all the assets, now or hereafter acquired, of the Fund and executing all purchases and sales of portfolio securities; (b) maintaining a continuous investment program for the Fund, consistent with (i) the Fund's investment policies as set forth in the Fund's Articles of Incorporation, Bylaws and Registration Statement, as from time to time amended, under the 1940 Act, as amended, and in any prospectus and/or statement of additional information of the Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Fund's status as a regulated investment company under the Internal Revenue Code of 1986, as amended; (c) determining what securities are to be purchased or sold for the Fund, unless otherwise directed by the directors of the Fund or ^ IFG, and executing transactions accordingly; (d) providing the Fund the benefit of all of the investment analysis and research, the reviews of current economic conditions and trends, and the consideration of long-range investment policy now or hereafter generally available to investment advisory customers of the Sub- Adviser; (e) determining what portion of the Fund should be invested in the various types of securities authorized for purchase by the Fund; and (f) making recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the Fund's portfolio securities shall be exercised. The Sub-Agreement provides that as compensation for its services, INVESCO Trust shall receive from ^ IFG, at the end of each month, a fee based upon the average daily value of the Fund's net assets at the following annual rates: prior to January 1, 1998, 0.25% on the first $200 million of the average net assets of the Fund and 0.20% on the ^ Fund's average net assets in excess of $200 million. Effective January 1, 1998, INVESCO Trust shall receive a fee based on the following rates: 0.20% on the first $350 million of the average net assets of the Fund; 0.1833% on the second $350 million of the average net assets of the Fund and 0.1667% on the Fund's average net assets over $700 million. The Sub-Advisory fee is paid by ^ IFG, NOT the Fund. Administrative Services Agreement. ^ IFG, either directly or through affiliated companies, ^ provides certain administrative, sub-accounting and recordkeeping services to the Fund pursuant to an Administrative Services Agreement dated ^ February 28, 1997 (the "Administrative Agreement"). The Administrative Agreement was approved ^ by the board of directors on November 6, 1996, by a vote cast in person by all of the directors of the Fund, including all of the directors who are not "interested persons" of the Fund or ^ IFG at a meeting called for such purpose. The Administrative Agreement ^ is for an initial term ^ expiring ^ February 28, 1998, and has been continued by action of the board of directors until ^ May 15, 1998. The Administrative Agreement may be continued from year to year as long as each such continuance is specifically approved by the board of directors of the Fund, including a majority of the directors who are not parties to the Administrative Agreement or interested persons (as defined in the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such continuance. The Administrative Agreement may be terminated at any time without penalty by ^ IFG on sixty (60) days' written notice, or by the Fund upon thirty (30) days' written notice, and terminates automatically in the event of an assignment unless the Fund's board of directors approves such assignment. The Administrative Agreement provides that ^ IFG shall provide the following services to the Fund: (A) such sub-accounting and recordkeeping services and functions as are reasonably necessary for the operation of the Fund; and (B) such sub-accounting, recordkeeping and administrative services and functions, which may be provided by affiliates of ^ IFG, as are reasonably necessary for the operation of Fund shareholder accounts maintained by certain retirement plans and employee benefit plans for the benefit of participants in such plans. As full compensation for services provided under the Administrative Agreement, the Fund pays a fee to ^ IFG consisting of a base fee of $10,000 per year, plus an additional incremental fee computed daily and paid monthly at an annual rate of 0.015% per year of the average net assets of the Fund. For ^ the fiscal years ended August 31, 1997, 1996^ and 1995 ^, the Fund paid ^ IFG administrative services fees in the amount of $112,386, $92,412^ and $80,433 ^, respectively. Transfer Agency Agreement. ^ IFG also performs transfer agent, dividend disbursing agent and registrar services for the Fund pursuant to a Transfer Agency Agreement dated February 28, 1997, which was approved by the board of directors of the Fund, including a majority of the Fund's directors who are not parties to the Transfer Agency Agreement or "interested persons" of any such party, ^ on November 6, 1996, for an initial term expiring February 28, 1998 and has been extended by action of the board of directors until ^ May 15, 1998. Thereafter, the Transfer Agency Agreement may be continued from year to year as long as such continuance is specifically approved at least annually by the board of directors of the Fund, or by a vote of the holders of a majority of the outstanding shares of the Fund. Any such continuance also must be approved by a majority of the Fund's directors who are not parties to the Transfer Agency Agreement or interested persons (as defined by the 1940 Act) of any such party, cast in person at a meeting called for the purpose of voting on such continuance. The Transfer Agency Agreement may be terminated at any time without penalty by either party upon sixty (60) days' written notice and terminates automatically in the event of assignment. The Transfer Agency Agreement provides that the Fund shall pay to ^ IFG an annual fee of $20.00 per shareholder account or, where applicable, per participant in an omnibus account ^. This fee is paid monthly at a rate of 1/12 of the annual fee and is based upon the number of shareholder accounts and omnibus account participants in existence during each month. For the fiscal years ended August 31, 1997, 1996^ and 1995 ^, the Fund paid ^ IFG transfer agency fees of $1,066,438, $751,390^ and $681,911 ^, respectively. Officers and Directors of the Fund. The overall direction and supervision of the Fund is the responsibility of the board of directors, which has the primary duty of seeing that the Fund's general investment policies and programs of the Fund are carried out and that the Fund's portfolio is properly administered. The officers of the Fund, all of whom are officers and employees of, and are paid by, ^ IFG, are responsible for the day-to-day administration of the Fund. The investment adviser for the Fund has the primary responsibility for making investment decisions on behalf of the Fund. These investment decisions are reviewed by the investment committee of ^ IFG. All of the officers and directors of the Fund hold comparable positions with INVESCO Capital Appreciation Funds, Inc. (formerly, INVESCO Dynamics Fund, Inc.), INVESCO Diversified Funds, Inc.^, INVESCO Emerging Opportunity Funds, Inc., INVESCO Income Funds, Inc., INVESCO Industrial Income Fund, Inc., INVESCO International Funds, Inc., INVESCO Money Market Funds, Inc., INVESCO Multiple Asset Funds, Inc., INVESCO Specialty Funds, Inc., INVESCO Strategic Portfolios, Inc., INVESCO Tax-Free Income Funds, Inc., and INVESCO Variable Investment Funds, Inc. All of the directors of the Fund also serve as trustees of INVESCO Value Trust. In addition, all of the directors of the Fund ^, with the exception of Mr. Hesser, serve as trustees of INVESCO Treasurer's Series Trust. All of the officers of the Fund also hold comparable positions with INVESCO Value Trust. Set forth below is information with respect to each of the Fund's officers and directors. Unless otherwise indicated, the address of the directors and officers is Post Office Box 173706, Denver, Colorado 80217-3706. Their affiliations represent their principal occupations during the past five years. CHARLES W. BRADY,*+** Chairman of the Board. Chief Executive Officer and Director of ^ AMVESCAP PLC, London, England, and of various subsidiaries thereof^. Chairman of the Board of INVESCO ^ Treasurer's Series Trust ^. Address: 1315 Peachtree Street, NE, Atlanta, Georgia. Born: May 11, 1935. FRED A. DEERING,+# Vice Chairman of the Board. Vice Chairman of ^ INVESCO Treasurer's Series Trust. Trustee of ^ INVESCO Global Health Sciences Fund. Formerly, Chairman of the Executive Committee and Chairman of the Board of Security Life of Denver Insurance Company, Denver, Colorado; ^ Director of ING America Life Insurance Company, Urbaine Life Insurance Company and Midwestern United Life Insurance Company. ^ Address: Security Life Center, 1290 Broadway, Denver, Colorado. Born: January 12, 1928. DAN J. HESSER,+* President, CEO and Director. Chairman of the Board, President, and Chief Executive Officer of INVESCO Funds Group, Inc. ^ and INVESCO Distributors, Inc; President and Director of INVESCO Trust Company^; President and Chief Operating Officer of INVESCO Global Health Sciences Fund. Born: December 27, 1939. VICTOR L. ANDREWS,** Director. Professor Emeritus, Chairman Emeritus and Chairman of the CFO Roundtable of the Department of Finance ^ at Georgia State University, Atlanta, Georgia; President, Andrews Financial Associates, Inc. (consulting firm); since October 1984, Director of the Center for the Study of Regulated Industry at Georgia State University; formerly, member of the faculties of the Harvard Business School and the Sloan School of Management of MIT. Dr. Andrews is also a ^ Director of ^ the Southeastern Thrift and Bank Fund, Inc. and The Sheffield Funds, Inc. Address: 4625 Jettridge Drive, Atlanta, Georgia. Born: June 23, 1930. BOB R. BAKER,+** Director. President and Chief Executive Officer of AMC Cancer Research Center, Denver, Colorado, since January 1989; until mid^-December 1988, Vice Chairman of the Board of First Columbia Financial Corporation (a financial institution), Englewood, Colorado. Formerly, Chairman of the Board and Chief Executive Officer of First Columbia Financial Corporation. Address: 1775 Sherman Street, #1000, Denver, Colorado. Born: August 7, 1936. LAWRENCE H. BUDNER,# Director. Trust Consultant; prior to June 30, 1987, Senior Vice President and Senior Trust Officer of InterFirst Bank, Dallas, Texas. Address: 7608 Glen Albens Circle, Dallas, Texas. Born: July 25, 1930. DANIEL D. CHABRIS,+# Director. Financial Consultant; Assistant Treasurer of Colt Industries Inc., New York, New York, from 1966 to 1988. Address: ^ 19 Kingsbridge Way, Madison, Connecticut. Born: August 1, 1923. ^ WENDY L. GRAMM, Ph.D.,** Director. Self-employed (since 1993); Professor of Economics and Public Administration, University of Texas at Arlington. Formerly, Chairman, Commodity Futures Trading Commission from 1988 to 1993, administrator for Information and Regulatory Affairs at the Office of Management and Budget from 1985 to 1988, Executive Director of the Presidential Task Force on Regulatory Relief and Director of the Federal Trade Commission's Bureau of Economics. Dr. Gramm is also a director of the Chicago Mercantile Exchange, Enron Corporation, IBP, Inc., State Farm Insurance Company, State Farm Life Insurance Company, Kinetic Concepts, Inc., Independant Women's Forum, International Republic Institute, and the Republican Women's Federal Forum. Dr. Gramm is also a member of the Board of Visitors, College of Business Administration, University of Iowa, and a member of the Board of Visitors, Center for Study of Public Choice, George Mason University. Address: 4201 Yuma Street, N.W., Washington, D.C. Born: January 10, 1945. HUBERT L. HARRIS, JR.,* Director. Chairman (since ^ 1996) and President (January 1990 to ^ May 1996) of INVESCO Services, Inc. ^; Chief Executive Officer of INVESCO Individual Services Group. Member of the Executive Committee of the Alumni Board of Trustees of Georgia Institute of Technology. Address: 1315 Peachtree Street, ^ NE, Atlanta, Georgia. Born: July 15, 1943. KENNETH T. KING,^# Director. Formerly, Chairman of the Board of The Capitol Life Insurance Company, Providence Washington Insurance Company, and Director of numerous subsidiaries thereof in the U.S. Formerly, Chairman of the Board of The Providence Capitol Companies in the United Kingdom and Guernsey. Chairman of the Board of the Symbion Corporation (a high technology company) until 1987. Address: 4080 North Circulo Manzanillo, Tucson, Arizona. Born: November 16, 1925. JOHN W. MCINTYRE,# Director. Retired. Formerly, Vice Chairman of the Board of Directors of the Citizens and Southern Corporation and Chairman of the Board and Chief Executive Officer of the Citizens and Southern Georgia Corporation and Citizens and Southern National Bank^. Director of Golden Poultry Co., Inc. Trustee of ^ INVESCO Global Health Sciences Fund and Gables Residential Trust. Address: ^ 7 Piedmont Center, Suite 100, Atlanta, Georgia ^. Born: September 14, 1930. LARRY SOLL, Ph.D.,** Director. Formerly, Chairman of the Board (1987 to 1994), Chief Executive Officer (1982 to 1989 and 1993 to 1994) and President (1982 to 1989) of Synergen Corp. Director of Synergen since incorporation in 1982. Director of ISD Pharmaceuticals, Inc., Trustee of INVESCO Global Health Sciences Fund. Address: 345 Poorman Road, Boulder, Colorado. Born: April 26, 1942. GLEN A. PAYNE, Secretary. Senior Vice President (since 1995), General Counsel and Secretary of INVESCO Funds Group, Inc. and INVESCO Trust Company^ (since 1989) and INVESCO Distributors, Inc. (since 1997); Vice President (May 1989 to April 1995), Secretary and General Counsel of INVESCO Funds Group, Inc.; formerly, employee of a U.S. regulatory agency, Washington, D.C., (June 1973 through May 1989). Born: September 25, 1947. RONALD L. GROOMS, Treasurer. Senior Vice President and Treasurer of INVESCO Funds Group, Inc. and INVESCO Trust Company ^(since 1988). Senior Vice President and Treasurer of INVESCO Distributors, Inc. (since 1997). Born: October 1, 1946. WILLIAM J. GALVIN, JR., Assistant Secretary. Senior Vice President of INVESCO Funds Group, Inc. (since 1995) and of INVESCO Distributors, Inc. (since 1997) and Trust Officer of INVESCO Trust Company (since July 1995) and formerly (August 1992 to July 1995), Vice President of INVESCO Funds Group, Inc. and Trust Officer of INVESCO Trust Company. Formerly, Vice President of 440 Financial Group from June 1990 to August 1992 ^; Assistant Vice President of Putnam Companies from November 1986 to June 1990. Born: August 21, 1956. ALAN I. WATSON, Assistant Secretary. Vice President of INVESCO Funds Group, Inc. (since 1984) and Trust Officer of INVESCO Trust Company. Born: September 14, 1941. JUDY P. WIESE, Assistant Treasurer. Vice President of INVESCO Funds Group, Inc. (since 1984) and of INVESCO Distributors, Inc. (since 1997) and Trust Officer of INVESCO Trust Company. Born: February 3, 1948. #Member of the audit committee of the Fund. +Member of the executive committee of the Fund. On occasion, the executive committee acts upon the current and ordinary business of the Fund between meetings of the board of directors. Except for certain powers which, under applicable law, may only be exercised by the full board of directors, the executive committee may exercise all powers and authority of the board of irectors in the management of the business of the Fund. All decisions are subsequently submitted for ratification by the board of directors. *These directors are "interested persons" of the Fund as defined in the 1940 Act. **Member of the management liaison committee of the Fund. As of ^ October 9, 1997, officers and directors of the Fund, as a group, beneficially owned ^ less than 1% of the Fund's outstanding shares. Director Compensation The following table sets forth, for the fiscal year ended August 31, ^ 1997: the compensation paid by the Fund to its ^ independent directors for services rendered in their capacities as directors of the Fund; the benefits accrued as Fund expenses with respect to the Defined Benefit Deferred Compensation Plan discussed below; and the estimated annual benefits to be received by these directors upon retirement as a result of their service to the Fund. In addition, the table sets forth the total compensation paid by all of the mutual funds distributed by INVESCO ^ Distributors, Inc. (including the Fund), INVESCO Advisor Funds, Inc., INVESCO Treasurer's Series Trust and ^ INVESCO Global Health Sciences Fund (collectively, the "INVESCO Complex") to these directors for services rendered in their capacities as directors or trustees during the year ended December 31, ^ 1996. As of December 31, ^ 1996, there were ^ 49 funds in the INVESCO Complex. Dr. Soll became an independent director of the Fund effective May 15, 1997. Dr. Gramm became an independent director of the Fund effective July 29, 1997. Total Retirement Compensa- Benefits Estimated tion From Aggregate Accrued As Annual INVESCO Compensa- Part of Benefits Complex tion From Fund Upon Paid To Fund(1) Expenses(2) Retirement(3) Directors(1) Fred A.Deering, ^ $2,914 $1,264 $1,230 $98,850 Vice Chairman of the Board Victor L. Andrews ^ 2,879 1,194 1,424 84,350 Bob R. Baker ^ 2,978 1,066 1,909 84,850 Lawrence H. Budner ^ 2,761 1,194 1,424 80,350 Daniel D. Chabris 2,865 1,363 1,012 84,850 A. D. Frazier, Jr.(4) 566 0 0 81,500 Wendy L. Gramm 544 0 0 0 Kenneth T. King 2,357 1,312 1,116 71,350 John W. McIntyre 2,645 0 0 90,350 Larry Soll 1,030 0 0 17,500 ------- ------ ------ -------- Total $21,539 $7,393 $8,115 $693,950 % of Net Assets 0.0030%(5) 0.0010%(5) 0.0045%(6) (1)The vice chairman of the board, the chairmen of the audit, management liaison and compensation committees, and the members of the executive and valuation committees, and the members of specially approved task forces of the board of directors each receive compensation for serving in such capacities in addition to the compensation paid to all independent directors. (2)Represents benefits accrued with respect to the Defined Benefit Deferred Compensation Plan discussed below and not compensation deferred at the election of the directors. (3)These figures represent the Fund's share of the estimated annual benefits payable by the INVESCO Complex (excluding ^ INVESCO Global Health Sciences Fund which does not participate in any retirement plan) upon the directors' retirement, calculated using the current method of allocating director compensation among the funds in the INVESCO Complex. These estimated benefits assume retirement at age 72 and that the basic retainer payable to the directors will be adjusted periodically for inflation, for increases in the number of funds in the INVESCO Complex and for other reasons during the period in which retirement benefits are accrued on behalf of the respective directors. This results in lower estimated benefits for directors who are closer to retirement and higher estimated benefits for directors who are further from retirement. With the exception of Messrs. Frazier ^, McIntyre and Drs. Soll and Gramm, each of these directors has served as a director/trustee of one or more of the funds in the INVESCO Complex for the minimum five-year period required to be eligible to participate in the Defined Benefit Deferred Compensation Plan. ^(4)Effective February 28, 1997, Mr. Frazier resigned as a director of the Fund. Effective November 1, 1996, Mr. Frazier ^ was employed by INVESCO PLC (the predecessor to AMVESCAP PLC), a company affiliated with IFG and did not receive any director's fees or other compensation from the Fund or other funds in the INVESCO Complex for his service as a director. ^(5)Total as a percentage of the Fund's net assets as of August 31, ^ 1997. ^(6)Total as a percentage of the net assets of the INVESCO Complex as of December 31, ^ 1996. Messrs. Brady, Harris^ and Hesser as "interested persons" of the Fund and of the other funds in the INVESCO Complex, receive compensation as officers or employees of ^ IFG or its affiliated companies and do not receive any director's fees or other compensation from the Fund or other funds in the INVESCO Complex for their service as directors. The boards of directors/trustees of the mutual funds managed by ^ IFG and INVESCO Treasurer's Series Trust have adopted a Defined Benefit Deferred Compensation Plan for the non-interested directors and trustees of the funds. Under this plan, each director or trustee who is not an interested person of the funds (as defined in the 1940 Act) and who has served for at least five years (a "qualified director") is entitled to receive, upon retiring from the boards at the retirement age of 72 (or the retirement age of 73 to 74, if the retirement date is extended by the boards for one or two years but less than three years) continuation of payment for one year (the "first year retirement benefit") of the annual basic retainer payable by the funds to the qualified director at the time of his retirement (the "basic retainer"). Commencing with any such director's second year of retirement, and commencing with the first year of retirement of a director whose retirement has been extended by the board for three years, a qualified director shall receive quarterly payments at an annual rate equal to ^ 40% of the basic retainer. These payments will continue for the remainder of the qualified director's life or ten years, whichever is longer (the "reduced retainer payments"). If a qualified director dies or becomes disabled after age 72 and before age 74 while still a director of the funds, the first year retirement benefit and the reduced retainer payments will be made to him or to his beneficiary or estate. If a qualified director becomes disabled or dies either prior to age 72 or during his 74th year while still a director of the funds, the director will not be entitled to receive the first year retirement benefit; however, the reduced retainer payments will be made to his beneficiary or estate. The plan is administered by a committee of three directors who are also participants in the plan and one director who is not a plan participant. The cost of the plan will be allocated among the INVESCO^ and INVESCO ^ Treasurer's Series ^ Trust Funds in a manner determined to be fair and equitable by the committee. The Fund is not making any payments to directors under the plan as of the date of this Statement of Additional Information. The Fund has no stock options or other pension or retirement plans for management or other personnel and pays no salary or compensation to any of its officers. The Fund has an audit committee that is comprised of ^ five of the directors who are not interested persons of the Fund. The committee meets periodically with the Fund's independent accountants and officers to review accounting principles used by the Fund, the adequacy of internal controls, the responsibilities and fees of the independent accountants, and other matters. The Fund also has a management liaison committee which meets quarterly with various management personnel of ^ IFG in order (a) to facilitate better understanding of management and operations of the Fund, and (b) to review legal and operational matters which have been assigned to the committee by the board of directors, in furtherance of the board of directors' overall duty of supervision. HOW SHARES CAN BE PURCHASED The Fund's shares are sold on a continuous basis at the net asset value per share of the Fund next calculated after receipt of a purchase order in good form. Net asset value per share of the Fund is computed once each day that the New York Stock Exchange is open as of the close of regular trading on that Exchange but may also be computed at other times. See "How Shares Are Valued." ^ IDI acts as the Fund's ^ distributor under a distribution agreement with the Fund under which it receives no compensation and bears all expenses, including the costs of printing and distributing prospectuses, incident to marketing of the Fund's shares, except for such distribution expenses which are paid out of Fund assets under the Fund's Plan of Distribution which has been adopted by the Fund in accordance with Rule 12b-1 under the ^ 1940 Act. ^ Distribution Plan. As described in the section of the Fund's Prospectus entitled "How To Buy Shares - Distribution Expenses," the Fund has adopted a Plan and Agreement of Distribution (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. The initial Plan was approved on April 17, 1990, at a meeting called for such purpose by a majority of the directors of the Fund, including a majority of the directors who neither are "interested persons" of the Fund nor have any financial interest in the operation of the Plan ("12b-1 directors"). The board of directors, on February 4, 1997, approved amending the Plan to a compensation type 12b-1 plan. This amendment of the Plan did not result in increasing the amount of the Fund's payments thereunder. The Plan was continued by action of the board of directors until May 15, 1998. Pursuant to authorization granted by the Company's board of directors on September 2, 1997, a new Plan became effective on September 29, 1997, under which IDI assumed all obligations related to distribution which were previously performed by IFG. The Plan provides that the Fund may make monthly payments to ^ IDI of amounts computed at an annual rate no greater than 0.25% of the Fund's average net assets ^ to permit IDI, at its discretion, to engage in certain activities and provide services in connection with the distribution of the ^ Fund's shares to investors. Payment amounts by the Fund under the Plan, for any month, may be made to compensate IDI for permissible activities engaged in and services provided by IDI during the rolling 12-month period in which that month falls. For the fiscal year ended August 31, ^ 1997 the Fund made payments to ^ IFG (the predecessor of IDI as distributor of shares of the Fund) under the 12b-1 Plan in the amount of ^ $2,526,261. In addition, as of August 31, ^ 1997, $164,646 of additional distribution ^ accruals had been incurred under the Plan for the Fund and will be paid to IDI during the fiscal year ended August 31, 1998. As noted in the Prospectus, one type of ^ expenditure permitted by the Plan is the payment of compensation to securities companies, and other financial institutions and organizations, which may include ^ IDI-affiliated companies, in order to obtain various distribution^-related and/or administrative services for the Fund. The Fund is authorized by the Plan to use its assets to finance the payments made to obtain those services. Payments will be made by ^ IDI to broker^-dealers who sell shares of the Fund and may be made to banks, savings and loan associations and other depository institutions. Although the Glass^-Steagall Act limits the ability of certain banks to act as underwriters of mutual fund shares, the Fund does not believe that these limitations would affect the ability of such banks to enter into arrangements with ^ IDI, but can give no assurance in this regard. However, to the extent it is determined otherwise in the future, arrangements with banks might have to be modified or terminated, and, in that case, the size of the Fund possibly could decrease to the extent that the banks would no longer invest customer assets in the Fund. Neither the Fund nor its investment adviser will give any preference to banks or other depository institutions which enter into such arrangements when selecting investments to be made by the Fund. For the fiscal year ended August 31, ^ 1997, allocations of 12b-1 amounts paid by the Fund for the following categories of expenses were: ^ advertising -- $1,055,078; sales literature, printing and postage -- ^ $374,167; direct mail -- ^ $177,504 public relations/promotion -- ^ $514,484; compensation to securities dealers and other organizations -- ^ $200,805; marketing personnel --^ $204,223. The nature and scope of services which are provided by securities dealers and other organizations may vary by dealer but include, among other things, processing new stockholder account applications, preparing and transmitting to the Fund's Transfer Agent computer^-processable tapes of ^ the Fund's transactions by customers, serving as the primary source of information to customers in answering questions concerning the Fund, and assisting in other customer transactions with the Fund. ^ The Plan provides that it shall continue in effect with respect to the Fund for so long as such continuance is approved at least annually by the vote of the board of directors of the Fund cast in person at a meeting called for the purpose of voting on such continuance. The Plan can also be terminated at any time with respect to the Fund, without penalty, if a majority of the 12b^-1 directors, or shareholders of the Fund, vote to terminate the Plan. The Fund may, in its absolute discretion, suspend, discontinue or limit the offering of its shares of the Fund at any time. In determining whether any such action should be taken, the board of directors intends to consider all relevant factors including, without limitation, the size of the Fund, the investment climate for the Fund, general market conditions, and the volume of sales and redemptions of ^ the Fund's shares. The Plan may continue in effect and payments may be made under the Plan following any such temporary suspension or limitation of the offering of ^ the Fund's shares; however, the Fund is not contractually obligated to continue the Plan for any particular period of time. Suspension of the offering of ^ the Fund's shares would not, of course, affect a shareholder's ability to redeem his or her shares. So long as the Plan is in effect, the selection and nomination of persons to serve as independent directors of the Fund shall be committed to the independent directors then in office at the time of such selection or nomination. The Plan may not be amended to increase materially the amount of the Fund's payments thereunder without approval of the shareholders of the Fund, and all material amendments to the Plan must be approved by the ^ board of ^ directors of the Fund, including a majority of the 12b^-1 directors. Under the agreement implementing the Plan, ^ IDI or the Fund, the latter by vote of a majority of the 12b^-1 directors, or of the holders of a majority of the Fund's outstanding voting securities, may terminate such agreement without penalty upon ^ 30 days' written notice to the other party. No further payments will be made by the Fund under the Plan in the event of its termination. To the extent that the Plan constitutes a plan of distribution adopted pursuant to Rule 12b^-1 under the 1940 Act, it shall remain in effect as such, so as to authorize the use of ^ the Fund's assets in the amounts and for the purposes set forth therein, notwithstanding the occurrence of an assignment, as defined by the 1940 Act, and rules thereunder. To the extent it constitutes an agreement pursuant to a plan, the Fund's obligation to make payments to ^ IDI shall terminate automatically, in the event of such "assignment," in which ^ case the Fund may continue to make payments^ pursuant to the Plan^ to ^ IDI or another organization only upon the approval of new arrangements, which may or may not be with ^ IDI, regarding the use of the amounts authorized to be paid by it under the Plan, by the directors, including a majority of the 12b^-1 directors, by a vote cast in person at a meeting called for such purpose. Information regarding the services rendered under the Plan and the amounts paid therefor by the Fund are provided to, and reviewed by, the directors on a quarterly basis. ^ On an annual basis, the directors ^ consider the continued appropriateness of the Plan and the level of compensation provided therein. The only directors or interested persons, as that term is defined in Section 2(a)(19) of the 1940 Act, of the Fund who have a direct or indirect financial interest in the operation of the Plan are the officers and directors of the Fund listed herein under the section entitled "The Fund ^ And Its Management--Officers and Directors of the Fund" ^ who are also officers either of ^ IDI or companies affiliated with ^ IDI. The benefits which the Fund believes will be reasonably likely to flow to it and its shareholders under the Plan include the following: (1) Enhanced marketing efforts, if successful, should result in an increase in net assets through the sale of additional shares and afford greater resources with which to pursue the investment ^ objective of the Fund; (2) The sale of additional shares reduces the likelihood that redemption of shares will require the liquidation of ^ securities of the Fund in amounts and at times that are disadvantageous for investment purposes; (3) The positive effect which increased Fund assets will have on its revenues could allow ^ IDI and its affiliated companies: (a) To have greater resources to make the financial commitments necessary to improve the quality and level of ^ the Fund's shareholder services (in both systems and personnel), (b) To increase the number and type of mutual funds available to investors from ^ IDI and its affiliated companies (and support them in their infancy), and thereby expand the investment choices available to all shareholders, and (c) To acquire and retain talented employees who desire to be associated with a growing organization; and (4) Increased Fund assets may result in reducing each investor's share of certain expenses through economies of scale (e.g.^ exceeding established breakpoints in the advisory fee schedule and allocating fixed expenses over a larger asset base), thereby partially offsetting the costs of the Plan. HOW SHARES ARE VALUED As described in the section of the Fund's Prospectus entitled "How To Buy Shares ^," the net asset value of shares of the Fund is computed once each day that the New York Stock Exchange is open as of the close of regular trading on the New York Stock Exchange ^(generally 4:00 p.m.^ New York time) and applies to purchase and redemption orders received prior to that time. Net asset value per share is also computed on any other day on which there is a sufficient degree of trading in the securities held by the Fund that the current net asset value per share might be materially affected by changes in the value of the securities held, but only if on such day the Fund receives a request to purchase or redeem shares. Net asset value per share is not calculated on days the New York Stock Exchange is closed, such as federal holidays, including New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas. ^ The net asset value per share of the Fund is calculated by dividing the value of all securities held by the Fund ^ plus its other assets (including dividends and interest accrued but not collected), less the Fund's liabilities (including accrued expenses), by the number of outstanding shares of the Fund. Securities traded on national securities exchanges, the NASDAQ National Market System, the NASDAQ Small Cap Market and foreign markets are valued at their last sale prices on the exchanges or markets where such securities are primarily traded. Securities traded in the over-the-counter market for which last sale prices are not available and listed securities for which no sales are reported on a particular date, are valued at their highest closing bid prices (or, for debt securities, yield equivalents thereof) obtained from one or more dealers making markets for such securities. If market quotations are not readily available, securities will be valued at fair value as determined in good faith by the Fund's board of directors or pursuant to procedures adopted by the board of directors. The above procedures may include the use of valuations furnished by a pricing service which employs a matrix to determine valuations for normal institutional-size trading units of debt securities. Prior to utilizing a pricing service, the board of directors of the Fund will review the methods used by such service to assure itself that securities will be valued at their fair values. The Fund's Board of Directors also periodically monitors the methods used by such pricing services. Debt securities with remaining maturities of 60 days or less at the time of purchase are normally valued at amortized cost. The ^ value of securities held by the Fund and other assets used in computing net asset value generally ^ is determined as of the time regular trading in such securities or assets is completed each day. Because regular trading in most foreign securities markets is completed simultaneously with, or prior to, the close of regular trading on the New York Stock Exchange, closing prices for foreign securities usually are available for purposes of computing the Fund's net asset value. However, in the event that the closing price of a foreign security is not available in time to calculate a Fund's net asset value on a particular day, the Fund's board of directors has authorized the use of the market price for the security obtained from an approved pricing service at an established time during the day, which may be prior to the close of regular trading in the security. The value of all assets and liabilities initially expressed in foreign currencies will be converted into U.S. dollars at the spot rates of such currencies against the U.S. dollar provided by an approved pricing service. FUND PERFORMANCE As described in the section of the Fund's Prospectus entitled ^"Fund Price And Performance," the Fund advertises its total return performance. ^ The average annual total return performance for the one-, five- and ten-year periods ended August 31, ^ 1997 was ^ 28.14%, 16.68% and ^ 11.36%, respectively. Average annual total return performance for each of the periods indicated was computed by finding the average annual compounded rates of return that would equate the initial amount invested to the ending redeemable value, according to the following formula: P(1 + T)exponent n = ERV where: P = initial payment of $1000 T = average annual total return n = number of years ERV = ending redeemable value of initial payment The average annual total return performance figures shown above were determined by solving the above formula for "T" for each time period. In conjunction with performance reports, comparative data between the Fund's performance for a given period and other types of investment vehicles, including certificates of deposit, may be provided to prospective investors and shareholders. From time to time, evaluations of performance made by independent sources may also be used in advertisements, sales literature or shareholder reports, including reprints of, or selections from, editorials or articles about the Funds. Sources for Fund performance information and articles about the Funds include, but are not limited to, the following: American Association of Individual Investors' Journal Banxquote Barron's Business Week CDA Investment Technologies CNBC CNN Consumer Digest Financial Times Financial World Forbes Fortune Ibbotson Associates, Inc. Institutional Investor Investment Company Data, Inc. Investor's Business Daily Kiplinger's Personal Finance Lipper Analytical Services, Inc.'s Mutual Fund Performance Analysis Money Morningstar Mutual Fund Forecaster No-Load Analyst No-Load Fund X Personal Investor Smart Money The New York Times The No-Load Fund Investor U.S. News and World Report United Mutual Fund Selector USA Today Wall Street Journal Wiesenberger Investment Companies Services Working Woman Worth SERVICES PROVIDED BY THE FUND Periodic Withdrawal Plan. As described in the section of the Fund's Prospectus entitled ^"How To Sell Shares," the Fund offers a Periodic Withdrawal Plan. All dividends and distributions on shares owned by shareholders participating in this Plan are reinvested in additional shares. Because withdrawal payments represent the proceeds from sales of shares, the amount of shareholders' investments in the Fund will be reduced to the extent that withdrawal payments exceed dividends and other distributions paid and reinvested. Any gain or loss on such redemptions must be reported for tax purposes. In each case, shares will be redeemed at the close of business on or about the 20th day of each month preceding payment and payments will be mailed within five business days thereafter. The Periodic Withdrawal Plan involves the use of principal and is not a guaranteed annuity. Payments under such a Plan do not represent income or a return on investment. ^ Participation in the Periodic Withdrawal Plan may be terminated at any time by sending a written request to ^ IFG. Upon termination, all future dividends and capital gain distributions will be reinvested in additional shares unless a shareholder requests otherwise. Exchange ^ Policy. As discussed in the section of the Prospectus entitled ^"How To Buy Shares -- Exchange Policy," the Fund offers shareholders the ^ ability to exchange shares of the Fund for shares of certain other mutual funds advised by ^ IFG. Exchange requests may be made either by telephone or by written request to ^ IFG using the telephone number or address on the cover of this Statement of Additional Information. Exchanges made by telephone must be in an amount of at least $250, if the exchange is being made into an existing account of one of the INVESCO funds. All exchanges that establish a new account must meet the fund's applicable minimum initial investment requirements. Written exchange requests into an existing account have no minimum requirements. Any gain or loss realized on an exchange is recognized for federal income tax purposes. This privilege is not an option or right to purchase securities but is a revocable privilege permitted under the present policies of each of the funds and is not available in any state or other jurisdiction where the shares of the mutual fund into which transfer is to be made are not qualified for sale, or when the net asset value of the shares presented for exchange is less than the minimum dollar purchase required by the appropriate prospectus. TAX-DEFERRED RETIREMENT PLANS As described in the section of the Fund's Prospectus entitled ^"Fund Services," shares of the Fund may be purchased as the investment medium for various tax-deferred retirement plans. Persons who request information regarding these plans from ^ IFG will be provided with prototype documents and other supporting information regarding the type of plan requested. Each of these plans involves a long-term commitment of assets and is subject to possible regulatory penalties for excess contributions, premature distributions or for insufficient distributions after age 70-1/2. The legal and tax implications may vary according to the circumstances of the individual investor. Therefore, the investor is urged to consult with an attorney or tax adviser prior to the establishment of such a plan. HOW TO REDEEM SHARES Normally, payments for shares redeemed will be mailed within seven (7) days following receipt of the required documents as described in the section of the Fund's Prospectus entitled "How ^ To Sell Shares." The right of redemption may be suspended and payment postponed when: (a) the New York Stock Exchange is closed for other than customary weekends and holidays; (b) trading on that exchange is restricted; (c) an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Fund fairly to determine the value of its net assets; or (d) the Securities and Exchange Commission by order so permits. It is possible that in the future conditions may exist which would, in the opinion of the Fund's investment adviser, make it undesirable for the Fund to pay for redeemed shares in cash. In such cases, the investment adviser may authorize payment to be made in portfolio securities or other property of the Fund. However, the Fund ^ is obligated ^ under the 1940 Act to redeem for cash all shares of the Fund presented for redemption by any one shareholder having a value up to $250,000 (or 1% of the Fund's net assets if that is less) in any 90-day period. Securities delivered in payment of redemptions are selected entirely by the investment adviser based on what is in the best interests of the Fund and its shareholders and are valued at the value assigned to them in computing the Fund's net asset value per share. Shareholders receiving such securities are likely to incur brokerage costs on their subsequent sales of the securities. DIVIDENDS, ^ OTHER DISTRIBUTIONS AND TAXES The Fund intends to continue to conduct its business and satisfy the applicable diversification of assets and source of income requirements to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). The Fund so qualified for the ^ taxable year ended August 31, ^ 1997, and intends to continue to qualify during its current ^ taxable year. As a result, because the Fund intends to distribute all of its income and recognized gains, it is anticipated that the Fund will pay no federal income or excise taxes and will be accorded conduit or ^"pass through^" treatment for federal income tax purposes. Dividends paid by the Fund from net investment income as well as distributions of net realized short-term capital gains and net realized gains from certain foreign currency transactions are, for federal income tax purposes, taxable as ordinary income to shareholders. After the end of each calendar year, the Fund sends shareholders information regarding the amount and character of dividends paid in the year^. Distributions by the Fund of net capital ^ gain (the excess of net long-term capital gain over net short-term capital loss) are, for federal income tax purposes, taxable to the shareholder as long-term capital gains regardless ^ how long a shareholder has held shares of the Fund. ^ The Taxpayer Relief Act of 1997 (the "Tax Act"), enacted in August 1997, changed the taxation of long-term capital gains by applying different capital gains rates depending on the taxpayer's holding period and marginal rate of federal income tax. Long-term gains realized on the sale of securities held for more than one year but not for more than 18 months are taxable at a rate of 28%. This category of long-term gains is often referred to as "mid-term" gains but is technically termed "28% rate gains". Long-term gains realized on the sale of securities held for more than 18 months are taxable at a rate of 20%. The Tax Act, however, does not address the application of these rules to distributions of net capital gain (excess of long-term capital gain over short-term capital losses) by a regulated investment company, including whether such distributions may be treated by its shareholders in accordance with the Fund's holding period for the assets it sold that generated the gain. The application of the new capital gain rules must be determined by further legislation or future regulations that are not available as this Prospectus is being prepared. At the end of each year, information regarding the tax status of dividends and other distributions is provided to shareholders. Shareholders should consult their tax advisers as to the effect of the Tax Act on distributions by the Fund of net capital gain. All dividends and other distributions are regarded as taxable to the investor, regardless whether ^ such dividends and distributions are reinvested in additional shares^ of the Fund. The net asset value of Fund shares reflects accrued net investment income and undistributed realized capital and foreign currency gains; therefore, when a distribution is made, the net asset value is reduced by the amount of the distribution. If ^ the net asset value of Fund shares were reduced below a shareholder's cost as a result of a distribution, such distribution would be taxable to the shareholder although a portion would be, in effect, a return of invested capital. However, the net asset value per share will be reduced by the amount of the distribution, which would reduce any gain or increase any loss for tax purposes on any subsequent redemption of shares by the shareholder. IFG^ may provide Fund shareholders with information concerning the average cost basis of their shares in order to help them prepare their tax returns. This information is intended as a convenience to shareholders^ and will not be reported to the Internal Revenue Service (the ^"IRS"). The IRS permits the use of several methods to determine the cost basis of mutual fund shares. The cost basis information provided by ^ IFG will be computed using the single-category average cost method, although neither ^ IFG nor the Fund recommends any particular method of determining cost basis. Other methods may result in different tax consequences. If a shareholder has reported gains or losses ^ with respect to shares of the Fund in past years, the shareholder must continue to use the cost basis method previously used unless the shareholder applies to the IRS for permission to change ^ the method. If Fund shares are sold at a loss after being held for six months or less, the loss will be treated as a long-term, instead of short-term, capital loss to the extent of any capital gain distributions received on those shares. The Fund will be subject to a ^ non-deductible 4% excise tax to the extent it fails to distribute by the end of any calendar year substantially all of ^ it ordinary income for that year and net capital gains for the one-year period ending on October 31 of that year, plus certain other amounts. Dividends and interest received by the Fund may be subject to income, withholding or other taxes imposed by foreign countries and U.S. possessions that would reduce the yield on its securities. Tax conventions between certain countries and the United States may reduce or eliminate these foreign taxes, however, and many foreign countries do not ^ imposes taxes on capital gains in respect of investments by foreign investors. ^ Foreign taxes withheld will be treated as an expense of the Fund. The Fund may invest in the stock of ^"passive foreign investment companies^" (PFICs). A PFIC is a foreign corporation (other than a controlled foreign corporation) that, in general, meets either of the following tests: (1) at least 75% of its gross income is passive or (2) an average of at least 50% of its assets produce, or are held for the production of, passive income. Under certain circumstances, the Fund will be subject to federal income tax on a portion of any ^"excess distribution^" received on the stock of a PFIC or of any gain on disposition of the stock (collectively ^"PFIC income"), plus interest thereon, even if the Fund distributes the PFIC income as a taxable dividend to its shareholders. The balance of the PFIC income will be included in the ^ Fund's investment company taxable income and, accordingly, will not be taxable to the Fund to the extent that income is distributed to its shareholders. The Fund may elect to "mark-to-market" its stock in any PFIC. Marking-to-market, in this context, means including in ordinary income for each taxable year the excess, if any, of the fair market value of the PFIC stock over the Fund's adjusted tax basis therein as of the end of that year. Once the election has been made, the Fund also will be allowed to deduct from ordinary income the excess, if any, of its adjusted basis in PFIC stock over the fair market value thereof as of the end of the year, but only to the extent of any net mark-to-market gains with respect to that PFIC stock included by the Fund for prior taxable years. The Fund's adjusted tax basis in each PFIC's stock with respect to which it makes this election will be adjusted to reflect the amounts of income included and deductions taken under the election. Gains or losses (1) from the disposition of foreign currencies, (2) from the disposition of debt securities denominated in foreign currency that are attributable to fluctuations in the value of the foreign currency between the date of acquisition of each security and the date of disposition, and (3) that are attributable to fluctuations in exchange rates that occur between the time ^ the Fund accrues interest, dividends or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects the receivables or pays the liabilities, generally will be treated as ordinary income or loss. These gains or losses may increase or decrease the amount of the ^ Fund's investment company taxable income to be distributed to its shareholders. Shareholders should consult their own tax advisers regarding specific questions as to federal, state and local taxes. Dividends and ^ other distributions generally will be subject to applicable state and local taxes. Qualification as a regulated investment company under the ^ Code for federal income tax purposes does not entail government supervision of management or investment policies. INVESTMENT PRACTICES Portfolio Turnover. There are no fixed limitations regarding the Fund's portfolio turnover. The rate of portfolio turnover can fluctuate under constantly changing economic conditions and market circumstances. Securities initially satisfying basic policies and objectives of the Fund may be disposed of when they are no longer suitable. Brokerage costs to the Fund are commensurate with the rate of portfolio activity. Portfolio turnover rates for the fiscal years ended August 31, 1997, 1996^ and 1995 ^ were 286%, 207%^ and 111% ^, respectively. In computing the portfolio turnover rate, all investments with maturities or expiration dates at the time of acquisition of one year or less are excluded. Subject to this exclusion, the turnover rate is calculated by dividing (A) the lesser of purchases or sales of portfolio securities for the fiscal year by (B) the monthly average of the value of portfolio securities owned by the Fund during the fiscal year. The portfolio turnover rate increased in fiscal 1997 over 1996 and ^ over fiscal ^ 1995 primarily as a result of a restructuring of the Fund's portfolio that occurred during those years. Placement of Portfolio Brokerage. ^ Either IFG, as the Fund's investment adviser, ^ or INVESCO Trust, as the Fund's sub-adviser, ^ places orders for the purchase and sale of securities with brokers and dealers based upon ^ IFG's or INVESCO Trust's evaluation of their financial responsibility subject to their ability to effect transactions at the best available prices. ^ IFG or INVESCO Trust evaluates the overall reasonableness of brokerage commissions or underwriting discounts (the difference between the full acquisition price to acquire the new offering and the discount offered to members of the underwriitng syndicate) paid by reviewing the quality of executions obtained on the Fund's portfolio transactions, viewed in terms of the size of transactions, prevailing market conditions in the security purchased or sold, and general economic and market conditions. In seeking to ensure that ^ any commissions or discounts charged the Fund are consistent with prevailing and reasonable commissions or discounts, ^ IFG or INVESCO Trust also endeavors to monitor brokerage industry practices with regard to the commissions or discounts charged by ^ broker-dealers on transactions effected for other comparable institutional investors. While ^ IFG or INVESCO Trust seeks reasonably competitive rates, the Fund does not necessarily pay the lowest commission, spread or discount available. Consistent with the standard of seeking to obtain the best execution on portfolio transactions, ^ IFG or INVESCO Trust may select brokers that provide research services to effect such transactions. Research services consist of statistical and analytical reports relating to issuers, industries, securities and economic factors and trends, which may be of assistance or value to ^ IFG or INVESCO Trust in making informed investment decisions. Research services prepared and furnished by brokers through which the Fund effects securities transactions may be used by ^ IFG or INVESCO Trust in servicing all of its accounts and not all such services may be used by ^ IFG or INVESCO Trust in connection with the Fund. In recognition of the value of the above-described brokerage and research services provided by certain brokers, ^ IFG or INVESCO Trust, consistent with the standard of seeking to obtain the best execution on portfolio transactions, may place orders with such brokers for the execution of Fund transactions on which the commissions or discounts are in excess of those which other brokers might have charged for effecting the same transactions. Fund transactions may be effected through qualified broker-dealers that recommend the Fund to their clients, or who act as agent in the purchase of the Fund's shares for their clients. When a number of brokers and dealers can provide comparable best price and execution on a particular transaction, the Fund's adviser or sub-adviser may consider the sale of Fund shares by a broker or dealer in selecting among qualified broker-dealers. Certain ^ financial institutions (including brokers who may sell shares of the Fund, or affiliates of such brokers) are paid a fee (the ^"Services Fee") for recordkeeping, shareholder communications and other services provided by the brokers to investors purchasing shares of the ^ Fund through no transaction fee programs ("NTF Programs") offered by the ^ financial institution or its affiliated broker (an "NTF Program Sponsor"). The Services Fee is based on the average daily value of the investments in ^ the Fund made ^ in the name of such NTF Program Sponsor and held in omnibus accounts maintained on behalf of investors participating in the NTF Program. With respect to certain NTF Programs, the Fund's directors ^ have authorized the ^ Fund to apply dollars generated from the ^ Fund's Plan and Agreement of Distribution pursuant to Rule 12b^-1 under the 1940 Act (the "Plan") to pay the entire ^ Services Fee, subject to the maximum Rule 12b^-1 fee permitted by the Plan. With respect to other NTF Programs, the ^ Fund's directors have authorized ^ the Fund to pay transfer agency fees to ^ IFG based on the number of investors who have beneficial interests in the ^ NTF Program Sponsor's omnibus accounts in that Fund. ^ IFG, in turn, pays these transfer agency fees to the ^ NTF Program Sponsor as a sub^-transfer agency or recordkeeping fee in payment of all or a portion of the ^ Services Fee. In the event that the sub^-transfer agency or recordkeeping fee is insufficient to pay all of the ^ Services Fee with respect to these NTF Programs, the directors of the ^ Fund have authorized the ^ Fund to apply dollars generated from the Plan to pay the remainder of the ^ Services Fee, subject to the maximum Rule 12b^-1 fee permitted by the Plan. ^ IFG itself pays the portion of ^ the Fund's ^ Services Fee, if any, that exceeds the sum of the sub^-transfer agency or recordkeeping fee and Rule 12b^-1 fee. The ^ Fund's directors have further authorized ^ IFG to place a portion of ^ the Fund's brokerage transactions with certain ^ NTF Program Sponsors or their affiliated brokers, if IFG reasonably believes that, in effecting the Fund's transactions in portfolio securities, the broker is able to provide the best execution of orders at the most favorable prices. A portion of the commissions earned by such a broker from executing portfolio transactions on behalf of ^ the Fund may be credited by the ^ NTF Program Sponsor against its Services Fee. Such credit shall be applied first against any sub-transfer agency or recordkeeping fee payable with respect to ^ the Fund, and second against any Rule 12b^-1 fees used to pay a portion of the ^ Services Fee, on a basis which has resulted from negotiations between ^ IFG or IDI and the ^ NTF Program Sponsor. Thus, the Fund pays sub^-transfer agency or recordkeeping fees to the ^ NTF Program Sponsor in payment of the ^ Services Fee only to the extent that such fees are not offset by the Fund's credits. In the event that the transfer agency fee paid by ^ the Fund to ^ IFG with respect to investors who have beneficial interests in a particular ^ NTF Program Sponsor's omnibus accounts in ^ the Fund exceeds the ^ Services Fee applicable to that Fund, ^ after application of credits, IFG may carry forward the excess and apply it to future ^ Services Fees payable to that ^ NTF Program Sponsor with respect to the Fund. The amount of excess transfer agency fees carried forward will be reviewed for possible adjustment by ^ IFG prior to each fiscal year^-end of the ^ Fund. The ^ Fund's board of directors has also authorized the ^ Fund to pay to IDI the full Rule 12b-1 fees contemplated by the Plan to compensate IDI for expenses incurred by ^ IDI in engaging in the activities and providing the services on behalf of the ^ Fund contemplated by the Plan, subject to the maximum Rule 12b^-1 fee permitted by the Plan, notwithstanding that credits have been applied to reduce the portion of the 12b-1 fee that would have been used to compensate IDI for payments to such NTF Program Sponsor absent such credits. The aggregate dollar amounts of brokerage commissions paid by the Fund for the fiscal years ended August 31, 1997, 1996^ and 1995 ^ were $5,300,030, $2,703,470^ and $1,775,478 ^, respectively. For the fiscal year ended August 31, ^ 1997, brokers providing research services received ^ $2,491,383 in commissions on portfolio transactions effected for the Fund. The aggregate dollar amount of such portfolio transactions was ^ $2,094,249,377. As a result of selling shares of the Fund, brokers received ^ $4,200 in commissions on portfolio transactions effected for the Fund during the fiscal year ended August 31, ^ 1997. At August 31, ^ 1997, the Fund held securities of its regular brokers or dealers, or their parents, as follows: Value of Securities Broker or Dealer at ^ 8/30/97 - ---------------- ------------------- American Express Credit $ 3,887,000 ^ General Electric Capital ^ 29,375,000 ^ Neither IFG nor INVESCO Trust receives any brokerage commissions on portfolio transactions effected on behalf of the Fund, and there is no affiliation between ^ IFG, INVESCO Trust or any person affiliated with ^ IFG, INVESCO Trust or the Fund and any broker or dealer that executes transactions for the Fund. ADDITIONAL INFORMATION Common Stock. The Fund has 200,000,000 authorized shares of common stock with a par value of $0.01 per share. As of August 31, ^ 1997, 117,112,178 of those shares were outstanding. All shares currently outstanding and being offered are of one class with equal rights as to voting, dividends and liquidation. All shares offered hereby, when issued, will be fully paid and nonassessable. Shares have no preemptive rights and are fully tradeable on the books of the Fund. Fund shares have noncumulative voting rights, which means that the holders of a majority of the shares voting for the election of directors of the Fund can elect 100% of the directors if they choose to do so^. In such event, the holders of the remaining shares voting for the election of directors will not be able to elect any person or persons to the board of directors. After they have been elected by shareholders, the directors will continue to serve until their successors are elected and have qualified or they are removed from office, in either case by a shareholder vote, or until death, resignation or retirement. They may appoint their own successors, provided that always at least a majority of the directors have been elected by the Fund's shareholders. It is the intention of the Fund not to hold annual meetings of shareholders. The directors may call annual or special meetings of shareholders for action by shareholder vote as may be required by the 1940 Act or the Fund's Articles of Incorporation or at their discretion. Principal Shareholders. As of ^ September 30^ 1997, no entities held more than 5% of the outstanding securities of the Fund. Independent Accountants. Price Waterhouse LLP, 950 Seventeenth Street, Denver, Colorado, has been selected as the independent accountants of the Fund. The independent accountants are responsible for auditing the financial statements of the Fund. Custodian. State Street Bank and Trust Company, P.O. Box 351, Boston, Massachusetts, has been designated as custodian of the cash and investment securities of the Fund. The bank is also responsible for, among other things, receipt and delivery of the Fund's investment securities in accordance with procedures and conditions specified in the custody agreement. Under the contract with the Fund, the custodian is authorized to establish separate accounts in foreign countries and to cause foreign securities owned by the Fund to be held outside the United States in branches of U.S. banks and, to the extent permitted by applicable regulations, in certain foreign banks and securities depositories. Transfer Agent. The Fund is provided with transfer agent services by INVESCO Funds Group, Inc., 7800 E. Union Avenue, Denver, Colorado, pursuant to the Transfer Agency Agreement described herein. Such services include the issuance, cancellation and transfer of shares of the Fund and the maintenance of records regarding the ownership of such shares. Reports to Shareholders. The Fund's fiscal year ends on August 31. The Fund distributes reports at least semiannually to its shareholders. Financial statements regarding the Fund, audited by the independent accountants, are sent to shareholders annually. Legal Counsel. The firm of Kirkpatrick & Lockhart LLP, Washington, D.C. is legal counsel for the Fund. The firm of Moye, Giles, O'Keefe, Vermeire & Gorrell, Denver, Colorado, acts as special counsel to the Fund. Financial Statements. The Fund's audited financial statements and the notes thereto for the fiscal year ended August 31, ^ 1997, and the report of Price Waterhouse LLP with respect to such financial statements are incorporated herein by reference from the Fund's Annual Report to Shareholders for the fiscal year ended August 31, ^ 1997. Prospectus. The Fund will furnish, without charge, a copy of the Prospectus upon request. Such requests should be made to the Fund at the mailing address or telephone number set forth on the first page of this Statement of Additional Information. Registration Statement. This Statement of Additional Information and the Prospectus do not contain all of the information set forth in the Registration Statement the Fund has filed with the Securities and Exchange Commission. The complete Registration Statement may be obtained from the Securities and Exchange Commission upon payment of the fee prescribed by the rules and regulations of the Commission. APPENDIX ^ A BOND RATINGS Description of Moody's ^ corporate bond ratings: Aaa--Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt ^-edged." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues. Aa--Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities. A--Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future. Baa--Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and have speculative characteristics as well. Rating Refinements: Moody's may apply the numerical modifier "1", for municipally-backed bonds, and modifiers "1", "2" and "3" for corporate-backed municipals. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and modifier 3 indicates that the issue ranks in the lower end of its generic rating category. Description of ^ S&P's corporate bond ratings: AAA--This is the highest rating assigned by ^ S&P to a debt obligation and indicates an extremely strong capacity to pay principal and interest. AA--Bonds rated AA also qualify as high-quality debt obligations. Capacity to pay principal and interest is very strong, and in the majority of instances they differ from AAA issues only in a small degree. A--Bonds rated A have a strong capacity to pay principal and interest, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions. BBB--Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for bonds in the A category. Plus (+) or Minus (-): The ratings may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories. Description of Moody's ^ preferred stock ratings: "aaa"--An issue which is rated "aaa" is considered to be a top- quality preferred stock. This rating indicates good asset protection and the least risk of dividend impairment within the universe of preferred stocks. "aa"--An issue which is rated "aa" is considered a high-grade preferred stock. This rating indicates that there is a reasonable assurance that earnings and asset protection will remain relatively well maintained in the foreseeable future. "a"--An issue which is rated "a" is considered to be an upper- medium grade preferred stock. While risks are judged to be somewhat greater than in the "aaa" and "aa" classification, earnings and asset protection are, nevertheless, expected to be maintained at adequate levels. "baa"--An issue which is rated "baa" is considered to be a medium-grade preferred stock, neither highly protected nor poorly secured. Earnings and asset protection appear adequate at present but may be questionable over any great length of time. Note: Moody's applies numerical modifiers 1, 2 and 3 in each rating classification: the modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking and the modifier 3 indicates that the issue ranks in the lower end of its generic rating category. Description of ^ S&P's preferred stock ratings: "AAA"--This is the highest rating that may be assigned by ^ S&P to a preferred stock issue and indicates an extremely strong capacity to pay the preferred stock obligations. "AA"--A preferred stock issue rated "AA" also qualifies as a high-quality fixed income security. The capacity to pay preferred stock obligations is very strong, although not as overwhelming as for issues rated "AAA." "A"--An issue rated "A" is backed by a sound capacity to pay the preferred stock obligations, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions. "BBB"--An issue rated "BBB" is regarded as backed by an adequate capacity to pay the preferred stock obligations. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to make payments for a preferred stock in this category than for issues in the "A" category. Plus (+) or Minus (-): To provide more detailed indications of preferred stock quality, the ratings from "AA" to "CCC" may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories. APPENDIX B DESCRIPTION OF FUTURES, OPTIONS AND FORWARD CONTRACTS Options on Securities An option on a security provides the purchaser, or "holder," with the right, but not the obligation, to purchase, in the case of a "call" option, or sell, in the case of a "put" option, the security or securities underlying the option, for a fixed exercise price up to a stated expiration date. The holder pays a non-refundable purchase price for the option, known as the "premium." The maximum amount of risk the purchaser of the option assumes is equal to the premium plus related transaction costs, although the entire amount may be lost. The risk of the seller, or "writer," however, is potentially unlimited, unless the option is "covered," which is generally accomplished through the writer's ownership of the underlying security, in the case of a call option, or the writer's segregation of an amount of cash or securities equal to the exercise price, in the case of a put option. If the writer's obligation is not so covered, it is subject to the risk of the full change in value of the underlying security from the time the option is written until exercise. Upon exercise of the option, the holder is required to pay the purchase price of the underlying security, in the case of a call option, or to deliver the security in return for the purchase price, in the case of a put option. Conversely, the writer is required to deliver the security, in the case of a call option, or to purchase the security, in the case of a put option. Options on securities which have been purchased or written may be closed out prior to exercise or expiration by entering into an offsetting transaction on the exchange on which the initial position was established, subject to the availability of a liquid secondary market. Options on securities are traded on national securities exchanges, such as the Chicago Board of Options Exchange and the New York Stock Exchange, which are regulated by the Securities and Exchange Commission. The Options Clearing Corporation guarantees the performance of each party to an exchange-traded option, by in effect taking the opposite side of each such option. A holder or writer may engage in transactions in exchange-traded options on securities and options on indices of securities only through a registered broker/dealer which is a member of the exchange on which the option is traded. An option position in an exchange-traded option may be closed out only on an exchange which provides a secondary market for an option of the same series. Although the Fund will generally purchase or write only those options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option at any particular time. In such event it might not be possible to effect closing transactions in a particular option with the result that the Fund would have to exercise the option in order to realize any profit. This would result in the Fund incurring brokerage commissions upon the disposition of underlying securities acquired through the exercise of a call option or upon the purchase of underlying securities upon the exercise of a put option. If the Fund as covered call option writer is unable to effect a closing purchase transaction in a secondary market, unless the Fund is required to deliver the securities pursuant to the assignment of an exercise notice, it will not be able to sell the underlying security until the option expires. Reasons for the potential absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options or underlying securities: (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or a clearing corporation may not at all times be adequate to handle current trading volume or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or particular class or series of options) in which event the secondary market on that exchange (or in the class or series of options) would cease to exist, although outstanding options on that exchange which had been issued by a clearing corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms. There is no assurance that higher than anticipated trading activity or other unforeseen events might not, at a particular time, render certain of the facilities of any of the clearing corporations inadequate and thereby result in the institution by an exchange of special procedures which may interfere with the timely execution of customers' orders. However, the Options Clearing Corporation, based on forecasts provided by the U.S. exchanges, believes that its facilities are adequate to handle the volume of reasonably anticipated options transactions, and such exchanges have advised such clearing corporation that they believe their facilities will also be adequate to handle reasonably anticipated volume. In addition, options on securities may be traded over-the-counter through financial institutions dealing in such options as well as the underlying instruments. OTC options are purchased from or sold (written) to dealers or financial institutions which have entered into direct agreements with the Fund. With OTC options, such variables as expiration date, exercise price and premium will be agreed upon between the Fund and the transacting dealer, without the intermediation of a third party such as the OCC. If the transacting dealer fails to make or take delivery of the securities underlying an option it has written, in accordance with the terms of that option as written, the Fund would lose the premium paid for the option as well as any anticipated benefit of the transaction. The Fund will engage in OTC option transactions only with primary U.S. Government securities dealers recognized by the Federal Reserve Bank of New York. Futures Contracts A Futures Contract is a bilateral agreement providing for the purchase and sale of a specified type and amount of a financial instrument or foreign currency, or for the making and acceptance of a cash settlement, at a stated time in the future, for a fixed price. By its terms, a Futures Contract provides for a specified settlement date on which, in the case of the majority of interest rate and foreign currency futures contracts, the fixed income securities or currency underlying the contract are delivered by the seller and paid for by the purchaser, or on which, in the case of stock index futures contracts and certain interest rate and foreign currency futures contracts, the difference between the price at which the contract was entered into and the contract's closing value is settled between the purchaser and seller in cash. Futures Contracts differ from options in that they are bilateral agreements, with both the purchaser and the seller equally obligated to complete the transaction. In addition, Futures Contracts call for settlement only on the expiration date, and cannot be "exercised" at any other time during their term. The purchase or sale of a Futures Contract also differs from the purchase or sale of a security or the purchase of an option in that no purchase price is paid or received. Instead, an amount of cash or cash equivalent, which varies but may be as low as 5% or less of the value of the contract, must be deposited with the broker as "initial margin." Subsequent payments to and from the broker, referred to as "variation margin," are made on a daily basis as the value of the index or instrument underlying the Futures Contract fluctuates, making positions in the Futures Contract more or less valuable, a process known as "marking to market." A Futures Contract may be purchased or sold only on an exchange, known as a "contract market," designated by the Commodity Futures Trading Commission for the trading of such contract, and only through a registered futures commission merchant which is a member of such contract market. A commission must be paid on each completed purchase and sale transaction. The contract market clearing house guarantees the performance of each party to a Futures Contract, by in effect taking the opposite side of such Contract. At any time prior to the expiration of a Futures Contract, a trader may elect to close out its position by taking an opposite position on the contract market on which the position was entered into, subject to the availability of a secondary market, which will operate to terminate the initial position. At that time, a final determination of variation margin is made and any loss experienced by the trader is required to be paid to the contract market clearing house while any profit due to the trader must be delivered to it. Interest rate futures contracts currently are traded on a variety of fixed income securities, including long-term U.S. Treasury Bonds, Treasury Notes, Government National Mortgage Association modified pass-through mortgage-backed securities, U.S. Treasury Bills, bank certificates of deposit and commercial paper. In addition, interest rate futures contracts include contracts on indices of municipal securities. Foreign currency futures contracts currently are traded on the British pound, Canadian dollar, Japanese yen, Swiss franc, West German mark and on Eurodollar deposits. Options on Futures Contracts An Option on a Futures Contract provides the holder with the right to enter into a "long" position in the underlying Futures Contract, in the case of a call option, or a "short" position in the underlying Futures Contract, in the case of a put option, at a fixed exercise price to a stated expiration date. Upon exercise of the option by the holder, the contract market clearing house establishes a corresponding short position for the writer of the option, in the case of a call option, or a corresponding long position, in the case of a put option. In the event that an option is exercised, the parties will be subject to all the risks associated with the trading of Futures Contracts, such as payment of variation margin deposits. In addition, the writer of an Option on a Futures contract, unlike the holder, is subject to initial and variation margin requirements on the option position. A position in an Option on a Futures Contract may be terminated by the purchaser or seller prior to expiration by effecting a closing purchase or sale transaction, subject to the availability of a liquid secondary market, which is the purchase or sale of an option of the same series (i.e., the same exercise price and expiration date) as the option previously purchased or sold. The difference between the premiums paid and received represents the trader's profit or loss on the transaction. An option, whether based on a Futures Contract, a stock index or a security, becomes worthless to the holder when it expires. Upon exercise of an option, the exchange or contract market clearing house assigns exercise notices on a random basis to those of its members which have written options of the same series and with the same expiration date. A brokerage firm receiving such notices then assigns them on a random basis to those of its customers which have written options of the same series and expiration date. A writer therefore has no control over whether an option will be exercised against it, nor over the time of such exercise. PART C. OTHER INFORMATION Item 24. Financial Statements and Exhibits (a) Financial Statements: Page in Prospectus ---------- (1) Financial statements and schedules included in Prospectus (Part A): Financial Highlights for each of 9 the ten years in the period ended August 31, ^ 1997. Page in Statement of Addi- tional In- formation ---------- (2) The following audited financial statements of INVESCO Growth Fund, Inc. and the notes thereto for the fiscal year ended August 31, ^ 1997 and the report of Price Waterhouse LLP with respect to such financial statements are incorporated in the Statement of Additional Information by reference from the Fund's Annual Report to Shareholders for the fiscal year ended August 31, ^ 1997; Statement of Investment Securities as of August 31, ^ 1997; Statement of Assets and Liabilities as of August 31, ^ 1997; Statement of Operations for the year ended August 31, ^ 1997; Statement of Changes in Net Assets for each of the two years ^ ended August 31, 1997 and August 31, 1996; Financial Highlights for each of the five years in the period ended August 31, ^ 1997. (3) Financial statements and schedules included in Part C: None: Schedules have been omitted as all information has been presented in the financial statements. (b) Exhibits: (1) Articles of ^ Restatement of the Articles of Incorporation. (a) Articles of Amendment of Articles of Restatement of the Articles of Incorporation of Financial Industrial Fund, Inc. dated November 14, 1994. (2) Amended Bylaws dated July 21, 1993^. (3) Not applicable. (4) Not required to be filed on EDGAR. (5) (a) Investment Advisory Agreement ^ between Registrant and INVESCO Funds Group, Inc. dated February 28, 1997. (b) Sub-Advisory Agreement between ^ Registrant and INVESCO Trust Company dated ^ February 28, 1997. ^(6) (a) Distribution Agreement between Registrant and INVESCO Funds Group, Inc. dated February 28, 1997. (b) General Distribution Agreement ^ between Registrant and INVESCO Distributors, Inc. dated September 30, 1997. (7) Defined Benefit Deferred Compensation Plan for Non-Interested Directors and Trustees. (8) Custody Agreement ^ between Registrant and State Street Bank and Trust Company dated February 1, 1980. (a) Amendment dated January 13, 1988 to Custody Agreement. (b) Amendment dated July 7, 1988 regarding delivery of securities to Custody Agreement. (c) Amendment dated July 7, 1988 regarding responsibility of Custodian to Custody Agreement. (d) Amendment dated April 20, 1989 to Custody Agreement. (e) Amendment dated October 25, 1995 ^ to Custody Agreement. (f) Data Access Service Addendum dated May 19, 1997. (9) (a) Transfer Agency Agreement between Registrant and INVESCO Funds Group, Inc. dated February 28, 1997.^ (b) Administrative Services Agreement between ^ Registrant and INVESCO Funds Group, Inc., dated ^ February 28, 1997. (10) Opinion and consent of counsel as to the legality of the securities being registered, indicating whether they will, when sold, be legally issued, fully paid and non-assessable ^. (11) Consent of Independent Accountants. (12) Not applicable. (13) Not applicable. (14) Copies of model plans used in the establishment of retirement plans as follows: Non-standardized Profit Sharing Plan; Non-standardized Money Purchase Pension Plan; Standardized Profit Sharing Plan Adoption Agreement; Standardized Money Purchase Pension Plan; Non-standardized 401(k) Plan Adoption Agreement; Standardized 401(k) Paired Profit Sharing Plan; Standardized Simplified Profit Sharing Plan; Standardized Simplified Money Purchase Plan; Defined Contribution Master Plan & Trust Agreement; and Financial 403(b) Retirement Plan, all filed with Registration Statement of INVESCO International Funds, Inc. (File No. 33- 63498), filed May 27, 1993, and herein incorporated by reference. (15) (a) Plan and Agreement of Distribution dated April 16, 1990, adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940^. (b) Amendment of Plan and Agreement of Distribution dated July 19, 1995^. (c) Amended Plan and Agreement of Distribution Pursuant to Rule 12b-1 dated January 1, 1997. (d) Amended Plan and Agreement of Distribution between Applicant and INVESCO Distributors, Inc. adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 dated September 30, 1997. (16) Schedule for computation of performance data^. (17) Financial Data Schedule. (18) Not applicable. Item 25. Persons Controlled by or Under Common Control With Registrant No person is presently controlled by or under common control with Registrant. Item 26. Number of Holders of Securities Number of Record Holders as of Title of Class ^ September 30, ^ 1997 -------------- -------------------- Common Stock ^ 38,538 Item 27. Indemnification Indemnification provisions for officers, directors and employees of Registrant are set forth in Article VII of the amended bylaws. See Item 24(b)2 above. Under ^ these Articles, officers and directors will be indemnified to the fullest extent permitted to directors by the Maryland General Corporation Law, subject only to such limitations as may be required by the Investment Company Act of 1940 ^, as amended, and the rules thereunder. Under the Investment Company Act of 1940, Fund directors and officers cannot be protected against liability to the Company or its shareholders to which they would be subject because of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties of their office. The Company also maintains liability insurance policies covering its directors and officers. Item 28. Business and Other Connections of Investment Adviser See "The Fund and Its Management" in the Fund's Prospectus and in the Statement of Additional Information for information regarding the business of the investment adviser. For information as to the business, profession, vocation or employment of a substantial nature of each of the officers and directors of INVESCO Funds Group, Inc., reference is made to Schedule Ds to the Form ADV filed under the Investment Advisers Act of 1940 by INVESCO Funds Group, Inc., which schedules are herein incorporated by reference. Item 29. Principal Underwriters (a) INVESCO Capital Appreciation Funds, Inc. INVESCO Diversified Funds, Inc. ^ INVESCO Emerging Opportunity Funds, Inc. INVESCO Income Funds, Inc. INVESCO Industrial Income Fund, Inc. INVESCO International Funds, Inc. INVESCO Money Market Funds, Inc. INVESCO Multiple Asset Funds, Inc. INVESCO Specialty Funds, Inc. INVESCO Strategic Portfolios, Inc. INVESCO Tax-Free Income Funds, Inc. INVESCO Value Trust INVESCO Variable Investment Funds, Inc. (b) Positions and Positions and Name and Principal Offices with Offices with Business Address Underwriter Registrant - ------------------ ------------- ------------- ^ William J. Galvin, Jr. Senior Vice Assistant 7800 E. Union Avenue President Secretary Denver, CO 80237 ^ Ronald L. Grooms Senior Vice Treasurer, 7800 E. Union Avenue President & Chief Fin'l Denver, CO 80237 ^ Treasurer Officer, and Chief Acctg. ^ Off. ^ Dan J. Hesser Chairman of President, 7800 E. Union Avenue the Board, CEO & Dir. Denver, CO 80237 President , Chief Executive Officer, & Director Gregory E. Hyde Vice President 7800 E. Union Avenue Denver, CO 80237 ^ Charles P. Mayer Director 7800 E. Union Avenue Denver, CO 80237 Glen A. Payne Senior Vice Secretary ^ 7800 E. Union Avenue President ^, ^ Denver, CO 80237 Secretary & ^ General Counsel Judy P. Wiese Vice President Asst. Treas. ^ 7800 E. Union Avenue Denver, CO 80237 (c) Not applicable. Item 30. Location of Accounts and Records Dan J. Hesser 7800 E. Union Avenue Denver, CO 80237 Item 31. Management Services Not applicable. Item 32. Undertakings (a) The Registrant hereby undertakes that the board of directors will call such meetings of shareholders for action by shareholder vote, including acting on the question of removal of a director or directors, as may be requested in writing by the holders of at least 10% of the outstanding shares of the Fund or as may be required by applicable law or the Fund's Articles of Incorporation, and to assist the shareholders in communicating with other shareholders as required by the Investment Company Act of 1940. (b) The Registrant shall furnish each person to whom a prospectus is delivered with a copy of the Registrant's latest annual report to shareholders, upon request and without charge. Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the registrant certifies that it ^ has duly caused this post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, County of Denver, and State of Colorado, on the ^29th day of ^ October, 1997. Attest: INVESCO Growth Fund, Inc. /s/ Glen A. Payne /s/ Dan J. Hesser - ------------------------------------ ------------------------------------ Glen A. Payne, Secretary Dan J. Hesser, President Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to Registrant's Registration Statement has been signed by the following persons in the capacities indicated on this 29th day of October, 1997. /s/ Dan J. Hesser /s/ Lawrence H. Budner - ------------------------------------ ------------------------------------ Dan J. Hesser, President & Lawrence H. Budner, Trustee Trustee (Chief Executive Officer) /s/ Ronald L. Grooms /s/ Daniel D. Chabris - ------------------------------------ ------------------------------------ Ronald L. Grooms, Treasurer Daniel D. Chabris, Trustee (Chief Financial and Accounting Officer) /s/ Victor L. Andrews /s/ Fred A. Deering - ------------------------------------ ------------------------------------ Victor L. Andrews, Director Fred A. Deering, Director /s/ Bob R. Baker /s/ ^ Larry Soll - ------------------------------------ ------------------------------------ Bob R. Baker, Director ^ Larry Soll, Director /s/ Hubert L. Harris, Jr. /s/ Kenneth T. King, Director - ------------------------------------ ------------------------------------ Hubert L. Harris, Jr., Director Kenneth T. King, Director /s/ Charles W. Brady /s/ John W. McIntyre - ------------------------------------ ------------------------------------ Charles W. Brady, Director John W. McIntyre, Director /s/ Wendy L. Gramm - ------------------------------------ Wendy L. Gramm, Director By* By* /s/ Glen A. Payne --------------------------------- ------------------------------ Edward F. O'Keefe Glen A. Payne Attorney in Fact Attorney in Fact * Original Powers of Attorney authorizing Edward F. O'Keefe and Glen A. Payne, and each of them, to execute this post-effective amendment to the Registration Statement of the Registrant on behalf of the above-named directors and officers of the Registrant (with the exception of Larry Soll and Wendy L. Gramm) have been filed with the Securities and Exchange Commission on May 22, 1992, June 9, 1992, October 13, 1992, October 27, 1993 ^, December 20, 1995 and December 24, 1996. Exhibit Index Page in Exhibit Number Registration Statement - -------------- ---------------------- ^ 1 80 1(a) 94 2 96 5(a) 109 5(b) 116 6(a) 122 6(b) 130 7 139 8 143 8(a) 156 8(b) 161 8(c) 162 8(d) 163 8(e) 167 8(f) 168 9(a) 182 9(b) 196 10 200 11 201 15(a) 202 15(b) 206 15(c) 208 15(d) 213 16 217 17 218 EX99.POA GRAMM 219 EX99.POA SOLL 220 EX-99.1ARTRESTATE 2 ARTICLES OF RESTATEMENT OF THE ARTICLES OF INCORPORATION OF FINANCIAL INDUSTRIAL FUND. INC. Financial Industrial Fund, Inc., a Maryland corporation having its principal office in Baltimore, Maryland hereby certifies to the State Department of Assessments and Taxation that: FIRST: Financial Industrial Fund, Inc., desires at this time to restate its Articles of Incorporation as currently in effect. The restatement of the Articles of Incorporation has been duly authorized by a vote of the majority of the entire Board of Directors of Financial Industrial Fund, Inc. No amendment of the Articles of Incorporation of the Corporation is being effected by these Articles of Restatement. These Articles of Restatement contain all the provisions of the Corporation's charter currently in effect. The following is a complete restatement of all provisions of the Articles of Incorporation of Financial Industrial Fund, Inc. currently in effect, excluding only such provisions as have been eliminated pursuant to the requirements of Maryland General Corporation Law or by amendments thereto duly filed under the Maryland General Corporation Law: FIRST: The name of the Corporation is FINANCIAL INDUSTRIAL FUND, INC. SECOND: The nature of the business and the objects and purposes to be transacted, promoted and carried on by the Corporation are as follows: Section 1. To engage in the business of an incorporated investment company of the open-end management type, and to engage in business usually customary or necessary in connection therewith; to subscribe for, purchase or otherwise acquire, own and hold, deposit, exchange, sell, assign and transfer, or otherwise dispose of, stocks, bonds and other evidences of indebtedness and obligations of any corporation, association, partnership, entity, or governmental or public authority, domestic or foreign, and evidences of any interest in respect of any such stocks, bonds and evidences of indebtedness and obligations. Section 2. To deposit funds for the Corporation with one or more responsible, independent depositaries (either under a Custody Agreement or as general or Trust deposits, repayable either on demand or on the expiration of any period, whether or not any such deposit be evidenced by one or more Certificates of Deposit), and from time to time to withdraw funds so deposited; provided, however, that each such depositary shall (1) be a bank, savings bank, or Trust Company organized under the laws of the United States of America or under the laws of any state thereof, and (2) have, according to its most recent published report, capital surplus and undivided profits aggregating not less than $1,000,000.00. Section 3. To issue or sell shares of its own capital stock (hereinafter called "shares") and any certificate, investment contracts, receipts, warrants or other instruments representing rights to receive, purchase, or subscribe for shares, or representing any interest therein, in such amounts, on such amounts, on such terms and conditions, and for such purposes as the Board of Directors of the Corporation may determine, including the issue of capital stock as a dividend or distribution to its shareholders; provided, however, that the Corporation may not issue any of its shares (l) for services, or (2) for property other than cash or securities. Cash paid or securities exchanged for shares shall be in an amount at least equal to the liquidating value of such shares, determined as provided in Section 7, of Article Fourth hereof. Section 4. To issue and sell Purchase Agreements, Investment Contracts and Certificates providing for single or periodical payments to be made by the holders thereof to the Corporation in such amounts and on such terms and conditions as the Board of Directors of the Corporation may from time to time determine; provided, however, that the net proceeds received by the Corporation therefrom shall be applied by it to the purchase of its shares for the accounts of the respective holders of such Certificates. Section 5. To hold, in a fiduciary capacity, or otherwise, its own shares for the accounts of the holders from time to time of any Purchase Agreements, Investment Contracts or Certificates issued by the Corporation and to permit the Board of Directors of the Corporation to enter into Custody Agreements with one or more Banks or Trust Companies to provide for the custody and safe-keeping of shares which the Corporation may hold from time to time (in such fiduciary capacity, or otherwise) for the accounts of the holders of such Agreements, Contracts, or Certificates; provided, however, that any such Bank or Trust Company shall be a Bank or Trust Company organized under the laws of the United States or any State thereof, and shall have (according to its most recent published statement) at least $1,000,000.00 paid-up capital, surplus and undivided profits. Section 6. To arrange for, through mutual agreements and/or contracts with one or more Life Insurance Companies, or otherwise make available suitable forms of life insurance to the holders from time to time of Purchase Agreements, Investment Certificates and/or Contracts issued by the Corporation, under the terms of which the Corporation may become the Credit Beneficiary, to the extent and upon the conditions provided in any policies issued under such arrangement upon the lives of any of the holders from time to time of such Agreements, Certificates, and/or Contracts, and the Corporation may, to the extent and in the manner determined upon from time to time by the Board of Directors of the Corporation, accept for or on behalf of any Insurance Company, or the agency of any Insurance Company issuing such policies upon the lives of any such holders, any premiums under the terms thereof, and transmit or cause the amount of any such premiums to be transmitted to any such Insurance Company, to the extent and in the manner agreed upon from time to time. Section 7. To purchase or otherwise acquire, without the vote or consent of the holders of shares of the Corporation, dispose of, transfer, and re-issue or cancel, its own securities (including its shares) in any manner and to any extent now or hereafter permitted by the laws of Maryland and by this Certificate of Incorporation; provided, however, that the Corporation shall not purchase or otherwise acquire any share at a price in excess of the liquidating value thereof determined as of any time (which may be before or after the close of business on any day) not more than one hour prior to the acceptance by the Corporation of the offer to sell such share to it, by any officer of the Corporation designated by the Board of Directors to make such determination; or at such time as may be authorized by federal law or by rule, order or regulation of any authorized federal regulator body or of any association authorized by such federal regulatory body or by federal law; or in excess of the liquidating value in effect as calculated or determined for the purpose of computing the offering price of Fund shares in effect at the time of the acceptance by the Corporation of the offer to sell such share to it. Such liquidating value in each instance shall be determined in accordance with the method provided in Section 7 of Article Fourth hereof, except that if the Board of Directors at any time shall be of the opinion that the use of such method would not be practicable from time to time during the day, then such liquidating value may be determined in accordance with any method deemed by the Board of Directors to be appropriate to produce an amount approximately equal to the liquidating value of a share at such time, determined in accordance with the method set forth in Section 7 of Article Fourth hereof. Section 8. To sell, or otherwise dispose of, any securities or other property, received by the Corporation in any manner, which the Corporation is not authorized to acquire under the provisions of this Certificate of Incorporation. Section 9. To distribute or pay as dividends from surplus such amounts as the Board of Directors may in its discretion determine from time to time. Section 10. To conduct its business and to maintain offices and own and hold property in any part of the world. Section 11. To do any and all such further acts and things and to exercise any and all such further powers as may be necessary, appropriate or desirable for the accomplishment, carrying out, attainment, or exercise of all or any of the foregoing purposes, objects and powers, and generally, to exercise in respect of all property and assets owned by the Corporation, all rights, powers and privileges which are or may be exercised by any natural person owning similar property or assets in his own right. Section 12. The foregoing clauses shall, except as otherwise expressly provided, be in no way limited or restricted by reference to, or inference from, the terms of any other clause of this or any other Article of this Certificate of Incorporation; each clause shall be regarded as independent, and the foregoing objects and purposes shall be construed as powers as well as objects and purposes. Section 13. The Corporation shall be authorized to exercise and enjoy all of the powers, rights and privileges granted to or conferred upon corporations of a similar character by the General Laws of the State of Maryland now or hereafter in force, and the enumeration of the foregoing powers shall not be deemed to exclude any powers, rights, or privileges so granted or conferred. THIRD: The post office address of the place at which the principal office of the Corporation in the State of Maryland will be located is 32 South Street, Baltimore, Maryland 21202. The name of the Corporation's resident agent in charge of said principal office is the Corporation Trust Incorporated a corporation of the State of Maryland, 32 South Street, Baltimore, Maryland 21202. FOURTH: Section 1. The total amount of the authorized capital stock of the Corporation is $2,000,000 divided into $200,000,000 shares of the par value of one cent (1(cent)) per share, all of one class and designated as shares. Section 2. Each shareholder of the Corporation shall be entitled to one vote for each share standing in his name on the books of the Corporation; provided, however, that the ByLaws of the Corporation may fix or authorize the Board of Directors to fix a date preceding, but not more than the number of days at the time permitted by Law, the date of any meeting of shareholders, as a record date for the determination of the shareholders entitled to notice of and entitled to vote at such meeting. Section 3. The Corporation shall distribute and pay at least quarter yearly on March 15th, June 15th, September 15th and December 15th in each year or on such other dates as may be determined from time to time by the Board of Directors or direct its Trustee or Custodian to distribute and pay as dividends from the net profits and surplus, the approximate amount of the net income as hereinafter defined with respect to its trusteed or deposited property to the holders of the outstanding shares of the Corporation of record as of such date as the Board of Directors may determine. For the purpose of this provision, the net income of the Corporation for a quarter-yearly period shall be the aggregate of the following: (a) For all purposes hereunder the net income of the Trustee and/or Deposited Property for any quarter-yearly period shall be the sum of items (a-1), (b), (c), (d), (e), (f) and (g), less items (h), (i), (j) and (k) following: (a-l) All dividends and distributions (except liquidating dividends and distributions or stock "split-ups") received with respect to the Trusteed and/or Deposited Property during such quarter-yearly period. (b) All interest earned with respect to the Trusteed and/or Deposited Property during such quarter-yearly period. (c) Any amount which may be ordered transferred, by the Board of Directors, from the Investment Surplus Account hereinafter provided for. (d) Any amount transferred to net income during any such quarter- yearly period from reserves previously created as provided by sub-paragraph (j) hereof. (e) The net proceeds from the sale, which may be sold during such quarter-yearly period, of subscription rights, warrants, stock dividends, and other rights, to the extent that such proceeds shall be determined to be income. (f) Any excess of the net income for the next preceding period, as determined herein, over the amount thereof actually distributed to the investors for the next preceding period, as herein provided. (g) The portions of any sums received or receivable with respect to the Trusteed and/or Deposited Property from the sales of shares in such period which shall be credited to income or surplus. (h) Less proper corporate expenditures or expenses. (i) Less all taxes, governmental charges, and necessary expenses of the Trustee and/or Custodian and necessary expenses for the preservation of the Trusteed and/or Deposited Property. (j) Less provisions for reserves out of the net income which may be deemed necessary and proper (the assets representing any such reserves to remain an integral part of the Trusteed and/or Deposited Property) for (1) unpaid expenses, (2) taxes, assessments, and governmental charges, if any, which the Corporation may be required to pay under any present or future laws, (3) for contingent liabilities or other contingencies. (k) Less that portion of each sum paid or payable upon the purchase during such quarter-yearly period of its shares which shall be debited to income in respect of the portion, applicable to such shares, of the net income of the Trusteed and/ or Deposited Property for the part of such period prior to the purchase thereof. The items to be included in or deducted from income for any such period shall be included or deducted, as the case may be, only to the extent that such items have not previously been so included or deducted in computing net income, except as provided in paragraph (f) of Section 3, Article Fourth hereof. Profits or losses from sales of investment securities owned shall not, for the purpose of determining net income available for distribution, be included, except as provided by subsection (C) of Section 3, Article Fourth hereof. All profits from sales of investment securities owned shall be added to a separate surplus account entitled "Investment Surplus Account", and all losses from sales of investment securities owned shall be charged to said Account. The balance in this account shall represent an addition to or deduction from the net worth arising from other sources. Except as hereinbefore expressly provided, the amount of net income for any quarter-yearly period shall be determined without taking into account any profit or loss sustained from any unrealized increment or depreciation in the market value of any part of the assets of the Fund. The determination by the Board of Directors as to the items to be included in or deducted from income for any quarter yearly period for the purpose of determining the amount of net income or surplus to be distributed, and as to the amount of net income, surplus and reserves at any time, shall be conclusive and binding upon all Shareholders. Notwithstanding anything contained in this Certificate of Incorporation, the Board of Directors of the Corporation shall have power, to the extent permitted by law to direct and cause to be made distributions in cash, stock or other property with respect to its shares issued and outstanding, in addition to those hereinabove in this Section 3 provided for. Whenever any distribution, whether of net income or otherwise, shall be made, each Shareholder of record shall be furnished by the Corporation with a statement which, in the case of any such distribution of net income, shall show in condensed form; first, the character and amount of the items credited to income for the period covered by said statement; second, the character and amount of the items deducted from cash income for such period; and third, the balance remaining after such deductions; and in the case of any other distributions shall show generally the amount, source and nature of such distribution. Section 4. Each holder of record of shares of the Corporation shall be entitled, by duly surrendering Certificates therefor to the Corporation for the purpose, as hereinafter provided, on any business day, to require the Corporation to purchase (to the extent that the Corporation shall have any surplus available for the purpose and out of such surplus; all or any part of the shares standing in the name of such holder on the books of the Corporation, at the liquidating value of such shares (determined for the purpose as provided in Section 7 of Article Fourth of the Certificate of Incorporation) as of the close of business on the first full business day on which the New York Stock Exchange shall be open, next succeeding the day on which the certificates for such shares shall be duly surrendered as herein provided. Payment for shares of the Corporation required to be purchased by it as aforesaid, shall be made by the Corporation within the period of three full business days (exclusive of days on which the New York Stock Exchange shall be closed), after the date as of which the liquidating value of such shares shall be determined. The Corporation, to the extent necessary, shall sell any securities or other property held by it, to provide cash for the purchase of its shares required to be purchased as hereinabove provided. The Corporation may, in its discretion, require the holder of any certificates for its shares, when surrendered to it for purchase pursuant to this Section 4, to furnish to it a statement, in form satisfactory to the Corporation, of the election of such holder to have the shares represented by such certificates purchased by the Corporation. Each such certificate shall be in negotiable form for transfer, and shall be accompanied by all necessary stock transfer tax stamps. At the time of payment for any shares required to be purchased by the Corporation pursuant to this Section 4, the Corporation upon request of the person entitled to receive such payment, shall deliver to such person, a condensed statement showing, as of the time as of which the liquidating value of such shares shall have been determined, the aggregate value of the securities and other property owned by the Corporation, the aggregate amount of its liabilities, and the aggregate number of its shares outstanding, all determined in accordance with Section 7 of this Article Fourth hereof. Section 5. The Board of Directors, in its discretion, may cause the shares of the Corporation to be listed on any of the following Exchanges: The New York Stock Exchange, the New York Curb Exchange, the Boston Stock Exchange, The Chicago Stock Exchange, and Exchange which may succeed to a substantial part of the activities of any such Stock Exchange, and, if the Board of Directors shall so determine, any other exchange located in a city within the United States of America, which shall have (according to the latest Federal census) a population of at least one million people. Section 6. Offering Price of Shares. (a) The initial offering or sale price of shares sold the first day they are offered for sale shall be such price therefor as may be determined by the Corporation. (b) The offering or sale price of the shares offered for sale after the first day's business shall be an amount equal to the liquidating value thereof as hereinafter determined, plus a fixed service charge not to exceed nine and one-half percent (9-1/2%) of such liquidating value to cover the cost and profit of distribution. The resultant price, if not an even multiple of one cent, shall be adjusted to the next higher cent. Section 7. Liquidating Value of Shares. The liquidating value of each share, as of any particular time, shall be an amount approximately equal to the quotient obtained by dividing the value as of such time, of the net assets of the Corporation (that is, the value of the assets of the Corporation less its liabilities exclusive of capital stock and surplus), by the total number of shares outstanding at such time, all determined and computed as follows: For the purpose of each such determination: (a) The assets of the Corporation shall be deemed to include: (1) All cash on hand or on deposit; (2) All bills and accounts receivable; (3) All securities (other than its own shares) owned or contracted for by the Corporation; (4) Every distribution of cash, securities or property, to be received by the Corporation, which shall be distributable after the time as of which such determination is being made either (i) to holders of securities of record as of a time at or prior to the time as of which such determination is being made or (ii) with respect to any security which shall be listed or dealt in on the New York Stock Exchange or the New York Curb Exchange, (or any other exchange a report of transactions or quotations on which shall at the time be used pursuant to subdivision (C) of this Section 7, for the purpose of determining the value of such security), and which shall have been owned by the Corporation at any time (at or prior to the time as of which such determination is being made) fixed by such exchange as of the time as of which such security shall be quoted ex such distribution: (5) All unpaid accrued interest payable or to become payable to the Corporation in respect of deposits or securities; and (6) All other property and assets of the Corporation of every kind and description, including prepaid expenses. (b) The liabilities of the Corporation shall be deemed to include: (1) All bills and accounts payable; (2) All liabilities in respect of contractual obligations of the Corporation; (3) The amount of all declared but unpaid distributions upon the shares or the capital stock of the Corporation distributable, after the time as of which such determination is being made, to shareholders of the Corporation of record at or prior to such time; (4) The amount of all reserves of the Corporation for unpaid expenses, and of all reserves, authorized or approved by the Board of Directors, for taxes, assessments and governmental charges, if any, which the Corporation may be required to pay under any law at any time in force and/or for contingent liabilities required to pay under any law at any time in force and/or for contingent liabilities and other contingencies (including such reserves, if any, as may be so authorized or approved for taxes at then current rates based upon unrealized appreciation in the values of assets to the Corporation); and (5) All other liabilities of the Corporation of every kind and description, except liabilities in respect of its outstanding shares. (c) The value at any given time of items of property owned by the Corporation shall be determined as follows: (1) The value of any security which shall be listed or dealt in on the New York Stock Exchange or the New York Curb Exchange, shall be determined by taking the most recently reported sale quotation with respect to a sale of such security (or, in the absence of any sale, the average between the most recent bid price quotations therefor) on the day, and at or prior to the time, as of which such value is being determined, as shown by any report of transactions or quotations made on such exchange n common use; (2) The value of any security which shall not be listed or dealt in on the New York Stock Exchange or the New York Curb Exchange shall be determined as nearly as practicable in the manner described in the foregoing clause (1) except that the appropriate sale price quotation, or appropriate bid and asked price quotations, may be ascertained by reference to any source of quotations in common use which may be available; and (3) The value of any security in respect of which an appropriate sale quotation, or appropriate bid and asked quotations, of the character specified in the foregoing clauses (1) and (2), shall not be available, and the values of any assets of the Corporation other than securities, shall be determined in such manner as the Board of Directors, or any officer designated for the purpose by the Board of Directors, may deem appropriate. (d) Shares of the Corporation which have been subscribed for shall be deemed to become outstanding as of the time of acceptance of the order therefor by or on behalf of the Corporation, and the net price to be received by the Corporation therefor (that is to say, after deduction of any commission payable by the Corporation upon the sale thereof) shall be deemed to be an asset of the Corporation. (e) Any such shares being purchased by the Corporation shall be deemed to be outstanding until the time as of which the liquidating value thereof is to be determined thereupon, and until paid, the price payable therefor shall be deemed to be a liability of the Corporation. For all purposes of this Certificate of Incorporation, the close of business on any day shall be deemed to be three o'clock P.M. (New York City time) on such day, or if the New York Stock Exchange shall be open on such day, the hour at which trading on such Exchange shall close. Each determination of the liquidating value of a share made by the Board of Directors, or any officer of the Corporation designated by the Board of Directors to make such determination, shall be conclusive. FIFTH: The number of Directors of the Corporation shall be fifteen, and the names of the current Directors, who shall act until their successors are duly chosen and qualified, are as follows: Charles W. Brady Daniel D. Chabris Fred A. Deering Ernest B. Davis Victor L. Andrews Dan J. Hesser Bob R. Baker Willard A. Johnson William H. Baughn Kenneth T. King Joseph S. Bowman Lord Stevens of Ludgate Lawrence H. Budner John M. Butler Otto P. Butterly The number of Directors may be changed in such lawful manner as the By-Laws may from time to time provide. SIXTH: The following provisions are hereby adopted for the purpose of defining, limiting and regulating the powers of the Corporation and of the Directors and of the Shareholders: Section 1. (a) The Corporation may not purchase securities of any one issuer if immediately after such purchase more than five percent (5%) of the assets, taken at market value, would be invested in securities of such issuer, but this limitation shall not apply to investments and obligations of the United States or on obligations of any Corporation organized under general act of Congress if such Corporation be an instrumentality of the United States. (b) The Corporation shall not purchase securities of any issuer if immediately after and as a result of such purchase the Corporation would own more than ten per cent (10%) of the outstanding voting securities of such issuer. (c) The Corporation shall not purchase or acquire securities of any other investment company as defined in Section 3 of the Federal Investment Company Act of 1940, except for a purchase or acquisition pursuant to a plan of reorganization, merger or consolidation. (d) The Corporation shall not borrow amounts in excess of five percent (5%) of the value of its gross assets (as defined in Article Fourth, Section 7(a) hereof) and no borrowing shall be undertaken except from banks as a temporary measure for extraordinary or emergency purposes. In no event, may any of the assets of the Corporation be mortgaged, pledged or hypothecated. (e) The Corporation shall not lend any of its funds or assets to any officer or director of the Corporation, any Investment Advisor or Principal Underwriter, or any officer or director of any Investment Advisor or Principal Underwriter. (f) The Corporation shall not purchase any securities on margin, nor shall it participate on a joint or a joint and several basis in any trading account in securities, nor shall it affect a short sale on any security. Section 2. No holder of shares of the Corporation shall have, as such holder, any right to purchase or subscribe for any shares of the Corporation which it may issue or sell (whether out of the number of shares authorized by this Certificate of Incorporation, or by any amendment hereto, or out of any shares of the Corporation acquired by it after the issue hereof), other than such right, if any as the Board of Directors, in their discretion, may determine. Section 3. All cash and securities owned by the Corporation from time to time shall be deposited with one or more responsible, independent depositaries from time to time designated for the purpose by the Board of Directors or a majority of the Shareholders of the Corporation. Any such depositary shall: (a) be a bank, savings bank, or trust company in good standing, organized under the laws of the Untied States of America or under the laws of any state thereof, and (b) have, according to its most recent published report, capital, surplus and undivided profits, aggregating not less than one million dollars; providing there be one or more of such depositaries willing and able to act upon reasonable and customary terms. Section 4. The Board of Directors, subject to the laws of Maryland, shall have power to determine from time to time whether and to what extent and at what extent and at what times and places and under what conditions and regulations the books, accounts and records of the Corporation, or any of them, shall be open to the inspection of the Shareholders, and no Shareholder shall have any right to inspect any book, account or record of the Corporation, except as conferred by the laws of Maryland, unless and until authorized so to do by resolution of the Board of Directors, or of the Stockholders. Section 5. Any Director or Officer of the Corporation, howsoever elected or appointed, may be removed at any time, with or without cause, in such lawful manner as may be provided in the By-Laws of the Corporation. Section 6. Unless the By-Laws otherwise provide, any officer or employee of the Corporation (other than a Director) may be removed at any time with or without cause by the Board of Directors or by any committee or superior officer upon whom such power or removal may be conferred by the By-Laws or by authority of the Board of Directors. Section 7. The Board of Directors of the Corporation shall have power to hold its meetings, and subject to the laws of Maryland, to authorize the books of the Corporation to be kept, within or outside of said State at such places as from time to time may be designated by it. Section 8. Any contract, transaction or act of the Corporation or of the Board of Directors which shall be ratified by a majority of a quorum of shareholder having voting powers at any annual meeting or at any special meeting called for such purpose, shall, so far as permitted by law, be as valid and as binding as though ratified by every shareholder of the Corporation. Section 9. Notwithstanding any provision of law requiring any action to be taken or authorized by the affirmative vote of the holders of a majority or other designated proportion of the share, or otherwise to be taken or authorized by a vote of the Shareholders, such action, to the extent permitted by law, shall be effective and valid if taken or authorized by the affirmative vote of the holders of a majority of the total number of shares outstanding and entitled to vote. Section 10. Securities of other companies owned by the Corporation shall be voted by such officer or officers of the Corporation as the Board of Directors shall designate for the purpose, or by a proxy or proxies thereunto duly authorized by the Board of Directors, except as otherwise ordered by vote of the holders of a majority of the shares of the Corporation outstanding and entitled to vote. Section 11. (a) The Corporation shall not employ as a regular broker any director, officer or employee of the Corporation, or any person, firm or company of which any such director, officer or employee is an affiliated person, unless a majority of the Board of Directors of the Corporation shall be persons who are not such brokers or affiliated persons of any such brokers. Any officer or director of the Corporation, either directly, or indirectly through any person, firm or company, may act as broker in connection with the sale of securities to or by the Corporation; but, such officer or director shall not receive a commission, fee, or other remuneration for effecting such transactions, which exceeds the usual and customary broker's commission if the sale is effected on a securities exchange, or if the sale is effected in connection with a secondary distribution of such securities, or otherwise, a commission, fee or other remuneration not in excess of that permitted by any applicable federal law, or any rule, regulation or order of any duly authorized federal regulatory body. The Corporation shall not purchase or sell any securities (except securities issued by it) from or to any officer, director or employee of the Corporation acting as principal; or effect any such purchases or sales except in accordance with applicable laws, rules and regulations. (b) Subject only to the provisions of sub-division (a) of this Section 11, any Director or Officer of the Corporation, individually, and any firm of which any such Director or Officer may be a member, and any Company of which any such Director or Officer may be an Officer, Director, or Stockholder, may be a party to, or may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation, and in the absence of fraud, no contract or other transaction shall be thereby affected or invalidated; provided always that such contract or transaction shall have been on terms that were not unfair at the time at which it was entered into. Any Director of the Corporation who is so interested or who is a Director, Officer of Stockholder of any such company or a member of any such firm which is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of the Corporation which shall authorize or approve any such contract or transaction, and may vote thereat to authorize or approve any such contract or transaction, with like force and effect as if he were not so interested or were not such Director or Officer of such company or a member of such firm. (c) Specifically, but without limitation of the foregoing, the Corporation, subject only to the provisions of subdivision (a) of this Section 11, may enter into contracts and otherwise do business with Investors Independence Corporation, a Delaware Corporation, any successor to such Corporation, and any subsidiary to such corporation, or its successor, notwithstanding that the Board of Directors of the Corporation may be composed entirely or partly of Directors or Stockholders of one or more of such corporations, successors and subsidiaries, and directors and officers of the Corporation may be or become officers, directors, or stockholders of any such corporation, successor or subsidiary, and in the absence of fraud the Corporation and every such corporation, successor or subsidiary may deal freely with each other and no contract or transaction between the Corporation and such Corporation, successor or subsidiary shall be invalidated or in any wise affected thereby, nor shall any Director or Officer of the Corporation be liable to it or to any of its Shareholders or creditors or to any other person under or by reason of any such contract or transaction; provided that the Corporation shall not pay or contract to pay for the sale of its Shares or Investment Certificates a greater amount than the following: (1) On sales of its shares not to exceed nine and one-half percent (9 1/2%) of the liquidating value of the shares on the date such sale is made. (2) For the sale of its Investment Certificates, Contracts, and/or Purchase Agreements, not to exceed nine and three-fourths percent (9-3/4%) of the aggregate amount of the total payments provided for in such certificates. Section 12. The Board of Directors, to the extent permitted by law, shall have power to determine from time to time whether, to what extent, and upon what terms and conditions, for what considerations, and at what prices (whether more or less than liquidating value) any rights to subscribe for shares of the Corporation shall be granted to its Shareholders. Section 13. The Board of Directors shall have power and authority from time to time to appoint transfer agents and registrars for the Shares of the Corporation and to make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares, including, but without limiting the generality of the foregoing, rules and regulations requiring the payment of charges for transfer of such certificates (or of certificates representing a smaller number of shares of the Corporation than such number as may be specified in such regulations) to cover fees and charges of transfer agents and registrars and the cost of new certificates issued upon such transfer. Section 14. The Corporation shall not sell, lease or exchange all or substantially all of its property, franchises, rights and assets, as an entirety, except with the consent of the holders of a majority of the outstanding shares of the capital stock of the Corporation entitled to vote (expressed in writing or by a vote at a meeting called for the purpose in such manner as the By-Laws of the Corporation shall provide for special meetings of Shareholders), but with such consent the Corporation may sell, lease or exchange all or substantially all of its property, franchises, rights and assets for such consideration (which may be in whole or in part shares of stock and/or other securities of any other company or companies) and upon such terms as may be approved by such Shareholders. SEVENTH: The duration of the Corporation shall be perpetual. SECOND: At a meeting of the Board of Directors of Financial Industrial Fund, Inc., duly called and held at the offices of INVESCO Capital Management, Inc., 1315 Peachtree Street, N.E., Suite 300, Atlanta, Georgia, on October 10, 1989, at 2:00 p.m., a majority of the entire Board of Directors of said Corporation voting in favor, there was adopted a resolution authorizing a restatement of the Articles of Incorporation of said Corporation in accordance and conformity with Section 2-608 of the Maryland General Corporation Law, and it was further resolved that said restatement of the Articles of Incorporation be filed for record with the State Department of Assessments and Taxation of Maryland. IN WITNESS WHEREOF, Financial Industrial Fund, Inc., a Maryland Corporation, through its President and attested by its Secretary, duly executes the above and foregoing Articles of Restatement of the Articles of Incorporation this 3rd a day of November, 1989. FINANCIAL INDUSTRIAL FUND, INC. /s/ John M. Butler ---------------------------------------- John Butler, President Attest: /s/ Glen A. Payne - ------------------------ Glen A. Payne, Secretary I, John M. Butler, being the duly elected, qualified and acting President of Financial Industrial Fund, Inc., and being first duly sworn upon my oath, depose and say that a meeting of the Board of Directors of Financial Industrial Fund, Inc., was held at the Ritz-Carlton Buckhead, Atlanta, Georgia on October 10, 1989, at 2 p.m., and that at said meeting of the Board of Directors by an affirmative vote of the majority of said Board, the said Board of Directors by proper resolution duly authorized the above and foregoing Articles of Restatement of the Articles of Incorporation and that the matters and facts as set forth in said Articles of Restatement of the Articles of Incorporation are true and were duly authorized by said Board of Directors. /s/ John M. Butler ----------------------------------- John M. Butler STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) Subscribed, sworn to and acknowledged before me this 3rd day of November, 1989, by John M. Butler as the duly elected, qualified and acting President of Financial Industrial Fund, Inc. My commission expires February 18, 1991. (SEAL) /s/ Cheryl K. Howlett ------------------------------------- Cheryl K. Howlett EX-99.1AARTAMEND 3 ARTICLES OF AMENDMENT OF ARTICLES OF RESTATEMENT OF THE ARTICLES OF INCORPORATION OF FINANCIAL INDUSTRIAL FUND, INC. Financial Industrial Fund, Inc., a corporation organized and existing under the General Corporation Law of the State of Maryland (the "Company"), hereby certifies that: FIRST: Article First of the Articles of Restatement of the Articles of Incorporation of the Company is hereby amended to read as follows: NAME AND TERM The name of the corporation is "INVESCO GROWTH FUND, INC." and it shall have perpetual existence. SECOND: The foregoing amendment, in accordance with the requirements of Section 2-408 of the General Corporation Law of the State of Maryland approved by the Board of Directors of the Company on October 19, 1994. THIRD: The foregoing amendment was duly adopted in accordance with the provisions of Section 2-605 of the General Corporation Law of the State of Maryland. The undersigned, President of the Company, who is executing on behalf of the Company the foregoing Articles of Amendment, of which this paragraph is made a part, hereby acknowledges, in the name and on behalf of the Company, the foregoing Articles of Amendment to be the corporate act of the Company and further verifies under oath that, to the best of his knowledge, information and belief, the matters and facts set forth herein are true in all material respects, under the penalties of perjury. IN WITNESS WHEREOF, Financial Industrial Fund, Inc. has caused these Articles of Amendment to be signed in its name and on its behalf by its President and witnessed by its Secretary on the 17th day of November, 1994. These Articles of Amendment shall be effective upon acceptance by the Maryland State Department of Assessments and Taxation. FINANCIAL INDUSTRIAL FUND, INC. BY: /s/ Dan H. Hesser -------------------------- DAN J. HESSER President [SEAL] WITNESSED: /s/ Glen A. Payne - -------------------- GLEN A. PAYNE, Secretary CERTIFICATION I, Ruth A. Christensen, a notary public in and for the County of Denver, City of Denver, and State of Colorado, do hereby certify that Dan J. Hesser, personally known to me to be the person whose name is subscribed to the foregoing Articles of Amendment, appeared before me this date in person and acknowledged that he signed, sealed and delivered said instrument as his free and voluntary act and deed for the uses and purposes therein set forth. Given my hand and official seal this 17th day of November, 1994. Ruth A. Christensen ------------------------ Notary Public 7800 E. Union Avenue Denver, Colorado 80237 [SEAL] My commission expires March 16, 1998 EX-99.2AMDBYLAWS 4 AMENDED BYLAWS OF FINANCIAL INDUSTRIAL FUND, INC. AS OF JULY 21, 1993 ARTICLE I. Section 1. Annual Meeting. Unless otherwise determined by the board of directors or required by applicable law, no annual meeting of shareholders shall be held unless one or more of the following is required to be acted on by the shareholders under the Investment Company Act of 1940: (1) election of directors; (2) approval of the Investment Advisory Agreement; (3) ratification of the selection of independent public accountants; and (4) approval of a distribution agreement. The annual meeting of the Corporation, if held, shall be held in Denver, Colorado, at such time as the board of directors shall direct, on the final business day in November. Section 2. Special Meetings. Special meetings of the shareholders entitled to vote shall be called upon the request in writing of the president or, in his absence, a vice president, or by a vote of a majority of the board of directors, or upon the request in writing of shareholders of the Company representing not less than ten percent (108) of the outstanding voting stock. Section 3. Place of Meetings. Each annual and any special meeting of the shareholders shall be held at the principal office of the corporation in Denver, Colorado. Section 4. Notices. Notices of every meeting, annual or special, shall specify the place, day and hour of the meeting and shall be mailed not less than ten (10) days nor more than sixty (60) days before such meeting. Notice of every special meeting shall indicate briefly its purpose, and no business other than that stated in said notice shall be transacted. Section 5. Quorum. At every meeting of the shareholders, the holders of a majority of all of the shares, entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for all purposes, unless the representation of a larger number shall be required by statute or by the certificate of incorporation. Section 6. Voting. At every meeting of the shareholders, each shareholder entitled to vote shall be entitled to vote in person, or by proxy appointed by instrument in writing subscribed by such shareholder, or his duly authorized attorney, and he shall have one (1) vote for each share of stock standing registered in his name on each matter submitted at the meeting and for each director to be elected. Every proxy shall be dated and no proxy shall be valid after eleven (11) months from its date unless otherwise provided in the proxy. There shall be no cumulative voting in the election of directors. Section 7. Qualification of Voters. At every meeting of shareholders, unless the voting is conducted by inspectors, the proxies and ballots shall be received, and all questions with respect to the qualification of voters and the validity of proxies and the acceptance or rejection of votes shall be decided by the chairman of the meeting. If demanded by shareholders present in person or by proxy entitled to cast twenty-five per cent (25%) in number of votes, or if ordered by the chairman, the vote upon any election or question shall be taken by ballot and, upon such demand or order, the voting shall be conducted by two (2) inspectors appointed by the chairman, in which event the proxies and ballots shall be received and all questions with respect to the qualifica tion of votes and the validity of proxies and the acceptance or rejection of votes shall be decided by such inspectors. Unless so demanded or ordered, no vote need be by ballot and the voting need not be conducted by inspectors. Section 8. Waiver of Notice. A waiver of notice of any meeting of shareholders signed by any shareholder entitled to such notice filed with the records of the meeting, whether before or after the holding thereof or actual attendance at the meeting in person or by proxy, shall be deemed equivalent to the giving of notice to such shareholder. ARTICLE II. BOARD OF DIRECTORS Section 1. Powers. The business and property of the corporation shall be conducted and managed by its board of directors, which may exercise all of the powers of the corporation, except such as are by statute, by the charter or by the by-laws, conferred upon or reserved to the shareholders. The board of directors shall keep full and complete records of its transactions. Section 2. Number. By vote of a majority of the entire board of directors, the number of directors may be increased or decreased from time to time; provided that, in no event, may the number be decreased to less than the minimum number ,fixed by the charter. Section 3. Election. The members of the board of directors shall be elected by the shareholders by plurality vote at the annual meeting, or at any special meetings called for such purpose. Each director shall hold office until his successor shall have been duly chosen and qualified, or until he shall have resigned or shall have been removed in the manner provided by law. Any vacancy, including one created by an increase in the number of the board of directors (except where such vacancy is created by removal by the shareholders) may be filled by the vote of a majority of the remaining directors, although such majority is less than a quorum; provided, however, that immediately after filling any vacancy by such action of the board of directors, at least two- thirds (2/3) of-the directors then holding office shall have been elected by the shareholders at an annual or special meeting. Section 4. Regular Meetings. The board of directors shall meet in the month of January at such place as they may designate for the purpose of organization, the election of officers, and the transaction of other business. Other regular meetings may be held as scheduled by a majority of the directors. Section 5. Special Meetings. Special meetings of the board of directors may be called at any time by the president or by a majority of the directors or by a majority of the executive committee. Section 6. Notice of Meetings. Notice of the place, day and hour of every regular and special meeting shall be given to each director two (2) days (or more) before the meeting, by telephone, telegraph and/or mail addressed to him at his post office address, according to the records of the corporation. Unless required by resolution of the board of directors, no notice of any meeting of the board of directors need state the business to be transacted thereat. No notice of any meeting of the board of directors need be given to any director who attends, or to any director who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Any meeting of the board of directors may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement. Section 7. Quorum. At all meetings of the board of directors, a majority of the directors shall constitute a quorum for the transaction of business. Notwithstanding the presence of a quorum, a majority of the entire board shall be required to authorize and pass any measure. In the absence of a quorum, the directors present by a majority vote and without notice other than by announcement may adjourn the meeting from time to, time until a quorum shall be present. At any such adjourned meeting, any business may be transacted which might have been transacted at the meetings as originally notified. Section 8. Compensation of Directors. Directors shall be entitled to receive such compensation from the corporation for their services as may from time to time be voted by the board of directors. All directors shall be reimbursed for their reasonable expenses of attendance, if any, at board and committee meetings. Any director of the corporation may also serve the corporation in any other capacity and receive compensation therefor. Section 9. Resignation and Removal of Directors. Any director or member of any committee may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein. If no time is specified, it shall take effect from the time of its receipt by the Secretary, who shall record such resignation, noting the day and hour of its reception. The acceptance of a resignation shall not be necessary to make it effective. At any meeting of shareholders, duly called and at which a quorum is present, the shareholders may, by affirmative vote of the holders of a majority of the votes entitled to be cast thereon, remove any director or directors from office and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed directors. ARTICLE III. COMMITTEES Section 1. Executive Committee. The board of directors, by resolution adopted by a majority of the whole board of directors, may provide for an executive committee of three (3) or more directors. If provision be made for an executive committee, the members thereof shall be elected by the board of directors to serve during the pleasure of the board of directors. Unless otherwise provided by resolution of the board of directors, the president shall preside at all meetings of the executive committee. During the intervals between the meetings of the board of direc tors, the executive committee shall possess and may exercise all of the powers of the board of directors in the management of the business and affairs of the corporation conferred by the by-laws or otherwise, to the extent authorized by the resolution providing for such executive committee or by subsequent resolution adopted by a majority of the whole board of directors, in all cases in which specific directions shall not have been given by the board of directors. The executive committee shall maintain written records of its transactions. All action by the executive committee shall be reported to the board of directors at its meeting next succeeding such action, and shall he subject to ratification, with or without revision or alteration, by such vote of the board of directors as would have been required under Article II, Section 7, hereof, had such action been taken by the board of directors. Vacancies in the executive committee shall be filled by the board of directors. Section 2. Meetings of Executive Committee. The executive committee shall fix its own rules of procedure and shall meet as provided by such rules or by resolution of the board of directors, and it shall also meet at the call of the chairman or of any two (2) members of the committee. A majority of the executive committee shall constitute a quorum. Except in cases in which it is otherwise provided by resolution of the board of directors, the vote of a majority of such quorum at a duly constituted meeting shall be sufficient to elect and to pass any measure, subject to ratification by the board of directors as provided in Section 1 of this Article III. Section 3. Other Committees. The board of directors may by resolution provide for such other standing or special committees as it deems desirable, and discontinue the same at pleasure. Each such committee shall have such powers and perform such duties as may be assigned to it by the board of directors. ARTICLE IV. OFFICERS Section 1. Numbers; Qualifications; Term of Office; Vacancies. The board of directors may select one of their number as chairman of the board and may select one of their number as vice chairman of the board (neither of which positions shall be considered to be the designation of a position as an officer of the corporation), and shall choose as officers a president from among the directors and a treasurer and a secretary who need not be directors. The board of directors may also choose one or more vice presidents, one or more assistant secretaries and one or more assistant treasurers, none of whom need be a director. Any two or more of such offices, except those of president and vice president, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law or by the certificate of incorporation or by these by-laws or by resolution of the board of directors to be executed, acknowledged or verified by any two or more officers. Each such officer shall hold office until the first meeting of the board of directors after the annual meeting of the shareholders next following his election and until his successor is chosen and qualified or until he shall have resigned or died, or until he shall have been removed as hereinafter in Section 3 of this Article IV provided. Any vacancy in any of the above offices may be filled by the board of directors at any regular or special meeting. Section 2. Subordinate Officers. The board of directors, or any officer thereunto authorized by it may appoint from time to time such other officers and agents for such terms of office and with such powers and duties as may be prescribed by the board of directors or the officer making such appointment. Section 3. Removal. Any officer or agent may be removed by the board of directors whenever, in its judgment, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Section 4. Chairman of the Board. The chairman of the board, if one shall be elected, shall preside at all meetings of the board of directors, and shall appoint all committees except such as are required by statute, these by-laws or a resolution of the board of directors or of the executive committee to be otherwise appointed, and shall have such other duties as may be assigned to him from time to time by the board of directors. In recognition of notable and distinguished services to the corpora tion, the board of directors may designate one of its members as honorary chairman, who shall have such duties as the board may, from time to time, assign to him by appropriate resolution, excluding, however, any authority or duty vested by law or these by-laws in any other officer. Section 5. President. The president shall preside at all meetings of the shareholders and, in the absence of the chairman of the board or if a chairman of the board is not elected, at all meetings of the board of directors. Unless otherwise provided by the board of directors, he shall have direct control of and any authority over the business and affairs and over the officers of the corporation, and shall preside at all meetings of the executive committee. The president shall also perform all such other duties as are incident to his office and as may be assigned to him from time to time by the board of directors. Section 6. Vice Presidents. The vice president or vice presidents, at the request of the president or in his absence or inability to act, shall perform the duties and exercise the functions of the president in such manner as may be directed by the president, the board of directors or the executive committee. The vice president or vice presidents shall have such other powers and perform all such other duties as may be assigned to them by the board of directors, the executive committee, or the president. Section 7. Secretary. The secretary shall see that all notices are duly given in accordance with these by-laws; he shall keep the minutes of all meetings of the shareholders, of the board of directors, and of the executive committee at which he shall be present; he shall have charge of the books and records and the corporate seal or seals of the corporation; he shall see that the corporate seal is affixed to all documents, the execution of which under the seal of the corporation is duly authorized; and he shall make such reports and perform all such other duties as are incident to his office and as may be assigned to him from time to time by the board of directors, or by the president. Section 8. Treasurer. The treasurer shall be the chief financial officer of the corporation, and as such shall have supervision of the custody of all funds, securities and valuable documents of the corporation, subject to such arrangements as may be authorized or approved by the board of directors with respect to the custody of assets of the corporation; shall receive, or cause to be received, and give, or cause to be given, receipts for all funds, securities or valuable documents paid or delivered to, or for the account of, the corporation, and cause such funds, securities or valuable documents to be deposited for the account of the corporation with such banks or trust companies as shall be designated by the board of directors; shall pay or cause to be paid out of the funds of the corporation all just debts of the corpora tion upon their maturity; shall maintain, or cause to be maintained, accurate records of all receipts, disbursements, assets, liabilities, and transactions of the corporation; shall see hat adequate audits thereof are regularly made; shall, when required by the board of directors, render accurate statements of the condition of the corporation; and shall perform all such other duties as are incident to his office and as may be assigned to him by the board of directors or by the president. Section 9. Assistant Secretaries, Assistant Treasurers. The assistant secretaries and assistant treasurers shall have such duties as from time to time may be assigned to them by the board of directors, or by the president. Section 10. Compensation. The board of directors shall have power to fix the compensation of all officers and agents of the corporation, but may delegate to any officer or committee the power of determining the amount of salary to be paid to any officer or agent of the corporation other than the chairman of the board, the president, the vice presidents, the secretary and the treasurer. ARTICLE V. CAPITAL STOCK Section 1. Certificates. Certificates for stock shall be issued in such form as may be approved by the board of directors and shall be signed by, or bear a facsimile of the signatures of, the president or a vice president, and shall also be signed by, or bear a facsimile of the signature of some other person who is one of the following: the treasurer, an assistant treasurer the secretary, or an assistant secretary; and shall be sealed with, or bear a facsimile of, the seal of the corporation. In case any officer of the corporation whose signature or facsimile signature appears on such certificates shall cease to be such officer, whether because of death, resignation or otherwise, certificates may nevertheless be issued and delivered as though such person had not ceased to be an officer. Section 2. Transfers. Subject to the Maryland Corporation Law (1951 Code, Article 23, Sections 96-118 inclusive, constituting the Uniform Stock Transfer Act), the board of directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates of stock; and may appoint transfer agents and registrars thereof. The duties of transfer agent and registrar may be combined. Section 3. Stock Ledgers. Original or duplicate stock ledgers, containing the names and addresses of the shareholders of the corporation and the number of shares of each class held by them respectively, shall be kept at an office or agency of the corporation in such city or town as may be designated by the board of directors. Section 4. Record Dates. The board of directors is hereby authorized to fix the period of time, not exceeding twenty (20) days preceding the date of any meeting of shareholders, any dividend payment date or any date for the allotment of rights, during which the books or the corporation shall be closed against transfer of stock. In lieu of providing for the closing of the books against transfers of stock as aforesaid, the board of directors is hereby authorized to fix a date, as a record date for the determination of the shareholders, entitled to notice of and to vote at such meeting, or entitled to receive such dividends or rights, as the case may be. Such record date shall be not more than forty (40) days, and in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action is to be taken. Only shareholders of record on such dates, when fixed as herein provided, shall be entitled to notice of and to vote at such meetings, or to receive such dividends or rights, as the case may be. Section 5. New Certificates. In case any certificate of stock is lost, stolen, mutilated or destroyed, the board of directors may authorize the issue of a new certificate in place thereof upon such terms and conditions as it may deem advisable; or the board of directors may delegate such power to any officer or officers of the corporation; but the board of directors or such officer or officers, in their discretion, may refuse to issue such new certificate, save upon the order of some court having jurisdiction in the premises. ARTICLE VI. FINANCES Section 1. Checks, drafts. etc. All drafts, checks and orders for the payment of money, notes and other evidence of indebtedness issued in the name of the corporation shall, unless otherwise provided by resolution of the board of directors, be signed by the president or vice president and countersigned by the secretary or treasurer. Section 2. Annual Reports. A statement of the affairs of the corporation shall be submitted at the annual meeting of the shareholders and filed within twenty (20) days thereafter at the office of the corporation in Baltimore. Such statement shall be prepared by such executive officer of the corporation as may be designated by resolution of the board of directors. If no other executive officer is so designated, it shall be the duty of the president to prepare such statement. Section 3. Fiscal Year. The fiscal year of the corporation shall begin on the 1st day of September in each year and end on the 31st day of August following. ARTICLE VII. INDEMNIFICATION OF DIRECTORS. OFFICERS AND EMPLOYEES Section 1. Definitions. The following definitions shall apply to the terms as used in this Article: (a) "Corporation" includes this corporation and any domestic or foreign predecessor entity of the corporation in a merger, consolidation, or other transaction in which the predecessor's existence ceased upon consummation of the transaction. (b) "Director" means an individual who is or was a director of the corporation and an individual who, while a director of the corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise, or employee benefit plan. A director shall be considered to be serving an employee benefit plan at the corporation's request if his or her duties to the corporation also impose duties on or otherwise involve services by him or her to the plan or to participants in or beneficiaries of the plan. (c) "Expenses" includes attorney fees. (d) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expense incurred with respect to a proceeding. (e) "Official capacity," when used with respect to a director, means the office of director in the corporation, and, when used with respect to an individual other than a director, means the office in the corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic corporation or for any partnership, joint venture, trust, other enterprise, or employee benefit plan. (f) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (g) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. Section 2. Indemnification for Liability. (a) Except as provided in paragraph (d) of this Section (2), the corporation shall indemnify against liability incurred in any proceeding any individual made a party to the proceeding because he or she is or was a director or officer if: (I) He or she conducted himself or herself in good faith; (II) He or she reasonably believed: (A) In the case of conduct in his or her official capacity with the corporation, that his or her conduct was in the corporation's best interests; or (B) In all other cases, that his or her conduct was at least not opposed to the corporation's best interests; and (III) In the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. (b) A director's or officer's conduct with respect to an employee benefit plan for a purpose he or she reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirements of this Section (2). A director's or officer's conduct with respect to an employee benefit plan for a purpose that he or she did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of this Section (2). (c) The termination of any proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, creates a rebuttable presumption that the individual did not meet the standard of conduct set forth in paragraph (a) of this Section (2). (d) The corporation may not indemnify a director or officer under this Section (2) either: (I) In connection with a proceeding by or in the right of the corporation in which the director or officer was adjudged liable to the corporation; or (II) In connection with any proceeding charging improper personal benefit to the director or officer, whether or not involving action in his or her official capacity, in which he or she was adjudged liable on the basis that personal benefit was improperly received by him or her. (e) Indemnification permitted under this Section (2) in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. Section 3. Indemnification for Expenses. (a) Except as limited by these Bylaws or the Articles of Incorporation, the corporation shall be required to indemnify a person who is or was a director or officer of the corporation and who was wholly successful, on the merits or otherwise, in defense of any proceeding to which he or she was a party against reasonable expenses incurred by him or her in connection with the proceeding. Section 4. Court-Ordered Indemnification. Except as otherwise limited by these Bylaws or the Articles of Incorporation, a director or officer who is or was a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice the court considers necessary, may order indemnification in the following manner: (I) If it determines the director or officer is entitled to mandatory indemnification, the court shall order indemnification, in which case the court shall also order the corporation to pay the director's or officer's reasonable expenses in curred to obtain court-ordered indemnification. (II) If it determines that the director or officer is fairly and reasonably entitled to indem nification in view of all the relevant circumstanc es, whether or not he or she met the standard of conduct set forth in paragraph (a) of Section (2) of this Article or was adjudged liable in the circumstances described in paragraph (d) of Section (2) of this Article, the court may order such indemnification as the court deems proper; except that the indemnification with respect to any pro ceeding in which liability shall have been adjudged in the circumstances described in paragraph (d) of Section (2) of this Article is limited to reasonable expenses incurred. Section 5. Limitation on Indemnification. (a) The corporation may not indemnify a director or officer under Section (2) of this Article unless autho rized in the specific case after a determination has been made that indemnification of the director or officer is mandatory in the circumstances because he or she has met the standard of conduct set forth in paragraph (a) of Section (2) of this Article. (b) The determination required to be made by paragraph (a) of this Section (5) shall be made: (I) By the board of directors by a majority vote of a quorum, which quorum shall consist of directors not parties to the proceeding; or (II) If a quorum cannot be obtained, by a majority vote of a committee of the board designated by the board, which committee shall consist of two or more directors not parties to the proceeding; except that directors who are parties to the proceeding may participate in the designation of directors for the committee. (c) If the quorum cannot be obtained or the committee cannot be established under paragraph (b) of this Section (5), or even if a quorum is obtained or a committee designated if such quorum or committee so directs, the determination required to be made by paragraph (a) of this Section (5) shall be made: (I) By independent legal counsel selected by a vote of the board of directors or the committee in the manner specified in subparagraph (I) or (II) of paragraph (b) of this Section (5) or, if a quorum of the full board cannot be obtained and a committee cannot be established, by independent legal counsel selected by a majority vote of the full board; or (II) By the shareholders. (d) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is mandatory; except that, if the determination that indemnification is mandatory is made by independent legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by the body that selected said counsel. Section 6. Advance Payment of Expenses. (a) The corporation shall pay for or reimburse the reasonable expenses incurred by a director, officer, employee or agent who is a party to a proceeding in advance of the final disposition of the proceeding if: (I) The director, officer, employee or agent furnishes the corporation a written affirmation of his or her good-faith belief that he or she has met the standard of conduct described in subparagraph (I) of paragraph (a) of Section (2) of this Article; (II) The director, officer, employee or agent furnishes the corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is determined that he or she did not meet such standard of conduct; and (III) A determination is made that the facts then known to those making the determination would not preclude indemnification under this Section (6). (b) The undertaking required by subparagraph (II) of paragraph (a) of this Section (6) shall be an unlimit ed general obligation of the director, officer, employee or agent, but need not be secured and may be accepted without reference to financial ability to make repayment. Section 7. Reimbursement of Witness Expenses. The corporation shall pay or reimburse expenses incurred by a director or officer in connection with his or her appearance as a witness in a proceeding at a time when he or she has not been made a named defendant or respondent in the proceeding. Section 8. Insurance for Indemnification. The corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, fiduciary, or agent of the corporation and who, while a director, officer, employee, fiduciary, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise, or employee benefit plan against any liability asserted against or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article. Section 9. Notice of Indemnification. Any indemnification of or advance of expenses to a director or officer in accordance with this Article, if arising out of a proceeding by or on behalf of the corporation, shall be reported in writing to the shareholders with or before the notice of the next shareholders' meeting. Section 10. Indemnification of Officers Employees and Agents of the Corporation. The Board of Directors may indemnify and advance expenses to an officer, employee or agent of the corporation who is not a director of the corporation to the same or greater extent as to a director if such indemnification and advance expense payment is provided for in these Bylaws, the Articles of Incorporation, by resolution of the shareholders or directors or by contract, in a manner consistent with the Maryland Corporation Code. ARTICLE VIII. MISCELLANEOUS PROVISIONS Section 1. Seal. The board of directors shall provide a suitable seal, bearing the name of the corporation, which shall be in charge of the secretary. The board of directors may authorize one or more duplicate seals and provide for the custody thereof. Section 2. Bonds. The board of directors may require any officer, agent or employee of the corporation to give a bond to the corporation, conditioned upon the faithful discharge of his duties, with one or more sureties and in such amount as may be satisfactory to the board of directors. Section 3. Voting upon Stock in Other Corporations. Any stock in other corporations or associations, which may from time to time be held by the corporation, may be voted at any meeting of the shareholders thereof by the president or a vice president of the corporation or by proxy or proxies appointed by the president or one of the vice presidents of the corporation. The board of directors, however, may by resolution appoint some other person or persons to vote such stock, in which case, such person or persons shall be entitled to vote such stock upon the production of a certified copy of such resolution. Section 4. By-Laws. The board of directors shall have the power to make, amend and repeal the by-laws of the corporation which may contain any provision for the regulation and management of the affairs of the corporation not inconsistent with law or the certificate of incorporation; provided, however, that any and all provisions of the by-laws, notwithstanding the power of the directors to act with respect thereto, may be altered or repealed, and new provisions may be adopted by the shareholders or at any annual meeting or any special meeting called for that purpose. - ----------------------- The Amended Bylaws adopted and approved as amended by the board of directors on December 15, 1976 have been revised to reflect amendments through July 21, 1993, as set forth below: Minutes dated December 15, 1976 -- Article VII Minutes dated April 29, 1986 -- Article VII Minutes dated January 13, 1988 -- Article I, Section 1 Minutes dated August 22, 1988 -- Article I, Section 1 Minutes dated October 10, 1989 - Article IV, Section 1 Minutes dated January 22, 1992 - Article II, Section 4; Article II, Section 8: and Article IV, Section 1 Minutes dated July 21, 1993 - Article I, Section 2 EX-99.5AINVADVAG 5 INVESTMENT ADVISORY AGREEMENT THIS AGREEMENT is made this 28th day of February, 1997, in Denver, Colorado, by and between INVESCO Funds Group, Inc. (the "Adviser"), a Delaware corporation, and INVESCO GROWTH FUND, INC., a Maryland corporation (the "Fund"). W I T N E S S E T H: WHEREAS, the Fund is a corporation organized under the laws of the State of Maryland; and WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), as a diversified, open-end management investment company and currently has one class of shares (the "Shares"); and WHEREAS, the Fund desires that the Adviser manage its investment operations and to provide certain other services, and the Adviser desires to manage said operations and to provide such other services; NOW, THEREFORE, in consideration of these premises and of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows: 1. Investment Management Services. The Adviser hereby agrees to manage the investment operations of the Fund, subject to the terms of this Agreement and to the supervision of the Fund's directors (the "Directors"). The Adviser agrees to perform, or arrange for the performance of, the following specific services for the Fund: (a) to manage the investment and reinvestment of all the assets, now or hereafter acquired, of the Fund, and to execute all purchases and sales of portfolio securities; (b) to maintain a continuous investment program for the Fund, consistent with (i) the Fund's investment policies as set forth in the Fund's Articles of Incorporation, Bylaws, and Registration Statement, as from time to time amended, under the Investment Company Act of 1940, as amended (the "1940 Act"), and in any prospectus and/or statement of additional information of the Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Fund's status as a regulated investment company under the Internal Revenue Code of 1986, as amended; (c) to determine what securities are to be purchased or sold for the Fund, unless otherwise directed by the Directors of the Fund, and to execute transactions accordingly; (d) to provide to the Fund the benefit of all of the investment analyses and research, the reviews of current economic conditions and of trends, and the consideration of long-range investment policy now or hereafter generally available to investment advisory customers of the Adviser; (e) to determine what portion of the Fund should be invested in the various types of securities authorized for purchase by the Fund; and (f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the Fund's securities shall be exercised. With respect to execution of transactions for the Fund, the Adviser is authorized to employ such brokers or dealers as may, in the Adviser's best judgment, implement the policy of the Fund to obtain prompt and reliable execution at the most favorable price obtainable. In assigning an execution or negotiating the commission to be paid therefor, the Adviser is authorized to consider the full range and quality of a broker's services which benefit the Fund, including but not limited to research and analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services prepared and furnished by brokers through which the Adviser effects securities transactions on behalf of the Fund may be used by the Adviser in servicing all of its accounts, and not all such services may be used by the Adviser in connection with the Fund. In the selection of a broker or dealer for execution of any negotiated transaction, the Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate for such transaction, or to select any broker solely on the basis of its purported or "posted" commission rate for such transaction, provided, however, that the Adviser shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such securities, the importance to the Fund of speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the particular transactions, and the apparent knowledge or familiarity with sources from or to whom such securities may be purchased or sold. Where the commission rate reflects services, reliability and other relevant factors in addition to the cost of execution, the Adviser shall have the burden of demonstrating that such expenditures were bona fide and for the benefit of the Fund. 2. Other Services and Facilities. The Adviser shall, in addition, supply at its own expense all supervisory and administrative services and facilities necessary in connection with the day-to-day operations of the Fund (except those associated with the preparation and maintenance of certain required books and records, and recordkeeping and administrative functions relating to employee benefit and retirement plans, which services and facilities are provided under a separate Administrative Services Agreement between the Fund and the Adviser). These services shall include, but not be limited to: supplying the Fund with officers, clerical staff and other employees, if any, who are necessary in connection with the Fund's operations; furnishing office space, facilities, equipment, and supplies; providing personnel and facilities required to respond to inquiries related to shareholder accounts; conducting periodic compliance reviews of the Fund's operations; preparation and review of required documents, reports and filings by the Adviser's in-house legal and accounting staff (including the prospectus, statement of additional information, proxy statements, shareholder reports, tax returns, reports to the SEC, and other corporate documents of the Fund), except insofar as the assistance of independent accountants or attorneys is necessary or desirable; supplying basic telephone service and other utilities; and preparing and maintaining the books and records required to be prepared and maintained by the Fund pursuant to Rule 31a-1(b)(4), (5), (9), and (10) under the Investment Company Act of 1940. All books and records prepared and maintained by the Adviser for the Fund under this Agreement shall be the property of the Fund and, upon request therefor, the Adviser shall surrender to the Fund such of the books and records so requested. 3. Payment of Costs and Expenses. The Adviser shall bear the costs and expenses of all personnel, facilities, equipment and supplies reasonably necessary to provide the services required to be provided by the Adviser under this Agreement. The Fund shall pay all of the costs and expenses associated with its operations and activities, except those expressly assumed by the Adviser under this Agreement, including but not limited to: (a) all brokers' commissions, issue and transfer taxes, and other costs chargeable to the Fund in connection with securities transactions to which the Fund is a party or in connection with securities owned by the Fund; (b) the fees, charges and expenses of any independent public accountants, custodian, depository, dividend disbursing agent, dividend reinvestment agent, transfer agent, registrar, independent pricing services and legal counsel for the Fund; (c) the interest on indebtedness, if any, incurred by the Fund; (d) the taxes, including franchise, income, issue, transfer, business license, and other corporate fees payable by the Fund to federal, state, county, city, or other governmental agents; (e) the fees and expenses involved in maintaining the registration and qualification of the Fund and of its shares under laws administered by the Securities and Exchange Commission or under other applicable regulatory requirements; (f) the compensation and expenses of its independent Directors, and the compensation of any employees and officers of the Fund who are not employees of the Adviser or one of its affiliated companies and compensated as such; (g) the costs of printing and distributing reports, notices of shareholders' meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (g) the costs of printing and distributing reports, notices of shareholders meetings, proxy statements, dividend notices, prospectuses, statements of additional information and other communications to the Fund's shareholders, as well as all expenses of shareholders' meetings and Directors' meetings; (h) all costs, fees or other expenses arising in connection with the organization and filing of the Fund's Articles of Incorporation, including its initial registration and qualification under the 1940 Act and under the Securities Act of 1933, as amended, the initial determination of its tax status and any rulings obtained for this purpose, the initial registration and qualification of its securities under the laws of any state and the approval of the Fund's operations by any other federal or state authority; (i) the expenses of repurchasing and redeeming shares of the Fund; (j) insurance premiums; (k) the costs of designing, printing, and issuing certificates representing shares of beneficial interest of the Fund; (l) extraordinary expenses, including fees and disbursements of Fund counsel, in connection with litigation by or against the Fund; (m) premiums for the fidelity bond maintained by the Fund pursuant to Section 17(g) of the 1940 Act and rules promulgated thereunder (except for such premiums as may be allocated to third parties, as insureds thereunder); (n) association and institute dues; (o) the expenses of distributing shares of the Fund but only if and to the extent permissible under a plan of distribution adopted by the Fund pursuant to Rule 12b-1 of the Investment Company Act of 1940; and (p) all fees paid by the Fund for administrative, recordkeeping, and sub-accounting services under the Administrative Services Agreement between the Fund and the Adviser dated April 30, 1991. 4. Use of Affiliated Companies. In connection with the rendering of the services required to be provided by the Adviser under this Agreement, the Adviser may, to the extent it deems appropriate and subject to compliance with the requirements of applicable laws and regulations, and upon receipt of written approval of the Fund, make use of its affiliated companies and their employees; provided that the Adviser shall supervise and remain fully responsible for all such services in accordance with and to estimated the extent provided by this Agreement and that all costs and expenses associated with the providing of services by any such companies or employees and required by this Agreement to be borne by the Adviser shall be borne by the Adviser or its affiliated companies. 5. Compensation of The Adviser. For the services to be rendered and the charges and expenses to be assumed by the Adviser hereunder, the Fund shall pay to the Adviser an advisory fee which will be computed daily and paid as of the last day of each month, using for each daily calculation the most recently determined net asset value of the Fund, as determined by valuations made in accordance with the Fund's procedures for calculating its net asset value as described in the Fund's Prospectus and/or Statement of Additional Information. The advisory fee to the Adviser shall be computed at the following annual rates: 0.60% of the Fund's daily net assets up to $350 million; 0.55% of the Fund's daily net assets in excess of $350 million but not more than $700 million; and 0.50% of the Fund's daily net assets in excess of $700 million. During any period when the determination of the Fund's net asset value is suspended by the Directors of the Fund, the net asset value of a share of the Fund as of the last business day prior to such suspension shall, for the purpose of this Paragraph 5, be deemed to be the net asset value at the close of each succeeding business day until it is again determined. However, no such fee shall be paid to the Adviser with respect to any assets of the Fund which may be invested in any other investment company for which the Adviser serves as investment adviser. The fee provided for hereunder shall be prorated in any month in which this Agreement is not in effect for the entire month. If, in any given year, the sum of the Fund's expenses exceeds the state-imposed annual expense limitation to which the Fund is subject, the Adviser will be required to reimburse the Fund for such excess expenses promptly. Interest, taxes and extraordinary items such as litigation costs are not deemed expenses for purposes of this paragraph and shall be borne by the Fund in any event. Expenditures, including costs incurred in connection with the purchase or sale of portfolio securities, which are capitalized in accordance with generally accepted accounting principles applicable to investment companies, are accounted for as capital items and shall not be deemed to be expenses for purposes of this paragraph. 6. Avoidance of Inconsistent Positions and Compliance with Laws. In connection with purchases or sales of securities for the investment portfolio of the Fund, neither the Adviser nor its officers or employees will act as a principal or agent for any party other than the Fund or receive any commissions. The Adviser will comply with all applicable laws in acting hereunder including, without limitation, the 1940 Act; the Investment Advisers Act of 1940, as amended; and all rules and regulations duly promulgated under the foregoing. 7. Duration and Termination. This Agreement shall become effective as of the date it is approved by a majority of the outstanding voting securities of the Fund, and unless sooner terminated as hereinafter provided, shall remain in force for an initial term ending two years from the date of execution, and from year to year thereafter, but only as long as such continuance is specifically approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Fund or by the Directors of the Fund, and (ii) by a majority of the Directors of the Fund who are not interested persons of the Adviser or the Fund by votes cast in person at a meeting called for the purpose of voting on such approval. This Agreement may, on 60 days' prior written notice, be terminated without the payment of any penalty, by the Directors of the Fund, or by the vote of a majority of the outstanding voting securities of the Fund, as the case may be, or by the Adviser. This Agreement shall immediately terminate in the event of its assignment, unless an order is issued by the Securities and Exchange Commission conditionally or unconditionally exempting such assignment from the provisions of Section 15(a) of the 1940 Act, in which event this Agreement shall remain in full force and effect subject to the terms and provisions of said order. In interpreting the provisions of this paragraph 7, the definitions contained in Section 2(a) of the 1940 Act and the applicable rules under the 1940 Act (particularly the definitions of "interested person," "assignment" and "vote of a majority of the outstanding voting securities") shall be applied. The Adviser agrees to furnish to the Directors of the Fund such information on an annual basis as may reasonably be necessary to evaluate the terms of this Agreement. Termination of this Agreement shall not affect the right of the Adviser to receive payments on any unpaid balance of the compensation described in paragraph 5 earned prior to such termination. 8. Non-Exclusive Services. The Adviser shall, during the term of this Agreement, be entitled to render investment advisory services to others, including, without limitation, other investment companies with similar objectives to those of the Fund. The Adviser may, when it deems such to be advisable, aggregate orders for its other customers together with any securities of the same type to be sold or purchased for the Fund in order to obtain best execution and lower brokerage commissions. In such event, the Adviser shall allocate the shares so purchased or sold, as well as the expenses incurred in the transaction, in the manner it considers to be most equitable and consistent with its fiduciary obligations to the Fund and the Adviser's other customers. 9. Miscellaneous Provisions. Notice. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for the receipt of such notice. Amendments Hereof. No provision of this Agreement may be orally changed or discharged, but may only be modified by an instrument in writing signed by the Fund and the Adviser. In addition, no amendment to this Agreement shall be effective unless approved by (1) the vote of a majority of the Directors of the Fund, including a majority of the Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such amendment, and (2) the vote of a majority of the outstanding voting securities of the Fund (other than an amendment which can be effective without shareholder approval under applicable law). Severability. Each provision of this Agreement is intended to be severable. If any provision of this Agreement shall be held illegal or made invalid by a court decision, statute, rule or otherwise, such illegality or invalidity shall not affect the validity or enforceability of the remainder of this Agreement. Headings. The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the size, extent or intent of this Agreement or any provision hereof. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Colorado. To the extent that the applicable laws of the State of Colorado, or any of the provisions herein, conflict with applicable provisions of the 1940 Act, the latter shall control. IN WITNESS WHEREOF, the Adviser and the Fund each has caused this Agreement to be duly executed on its behalf by an officer thereunto duly authorized, on the date first above written. INVESCO GROWTH FUND, INC. By: /s/ Dan J. Hesser ---------------------------- President ATTEST: /s/ Glen A. Payne - -------------------- Secretary INVESCO FUNDS GROUP, INC. By: /s/ Ronald L. Grooms --------------------------- Senior Vice President ATTEST: /s/ Glen A. Payne - -------------------- Secretary EX-99.5BSUBADVAG 6 SUB-ADVISORY AGREEMENT AGREEMENT made this 28th day of February, 1997, by and between INVESCO Funds Group, Inc. ("INVESCO"), a Delaware corporation, and INVESCO TRUST COMPANY, a Colorado corporation (the "Sub-Adviser"). W I T N E S S E T H: WHEREAS, INVESCO GROWTH FUND, INC. (the "Fund") is engaged in business as a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (hereinafter referred to as the "Investment Company Act") and currently has one class of shares (the "Shares"); and WHEREAS, INVESCO and the Sub-Adviser are engaged principally in rendering investment advisory services and are registered as investment advisers under the Investment Advisers Act of 1940; and WHEREAS, INVESCO has entered into an Investment Advisory Agreement with the Fund (the "INVESCO Investment Advisory Agreement"), pursuant to which INVESCO is required to provide investment and advisory services to the Fund, and, upon receipt of written approval of the Fund, is authorized to retain companies which are affiliated with INVESCO to provide such services; and WHEREAS, the Sub-Adviser is willing to provide investment advisory services to the Fund on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained, INVESCO and the Sub-Adviser hereby agree as follows: ARTICLE I DUTIES OF THE SUB-ADVISER INVESCO hereby employs the Sub-Adviser to act as investment adviser to the Fund and to furnish the investment advisory services described below, subject to the broad supervision of INVESCO and Board of Directors of the Fund, for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such assignment and agrees during such period, at its own expense, to render such services and to assume the obligations herein set forth for the compensation provided for herein. The Sub-Adviser shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized herein, shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund. The Sub-Adviser hereby agrees to manage the investment operations of the Fund, subject to the supervision of the Fund's directors (the "Directors") and INVESCO. Specifically, the Sub-Adviser agrees to perform the following services: (a) to manage the investment and reinvestment of all the assets, now or hereafter acquired, of the Fund, and to execute all purchases and sales of portfolios securities; (b) to maintain a continuous investment program for the Fund, consistent with (i) the Fund's investment policies as set forth in the Fund's Articles of Incorporation, Bylaws, and Registration Statement, as from time to time amended, under the Investment Company Act of 1940, as amended (the "1940 Act"), and in any prospectus and/or statement of additional information of the Fund, as from time to time amended and in use under the Securities Act of 1933, as amended, and (ii) the Fund's status as a regulated investment company under the Internal Revenue Code of 1986, as amended; (c) to determine what securities are to be purchased or sold for the Fund, unless otherwise directed by the Directors of the Fund or INVESCO, and to execute transactions accordingly; (d) to provide to the Fund, the benefit of all of the investment analysis and research, the reviews of current economic conditions and of trends, and the consideration of long-range investment policy now or hereafter generally available to investment advisory customers of the Sub-Adviser; (e) to determine what portion of the Fund should be invested in the various types of securities authorized for purchase by the Fund; and (f) to make recommendations as to the manner in which voting rights, rights to consent to Fund action and any other rights pertaining to the Fund's securities shall be exercised. With respect to execution of transactions for the Fund, the Sub-Adviser is authorized to employ such brokers or dealers as may, in the Sub-Adviser's best judgment, implement the policy of the Fund to obtain prompt and reliable execution at the most favorable price obtainable. In assigning an execution or negotiating the commission to be paid therefor, the Sub-Adviser is authorized to consider the full range and quality of a broker's services which benefit the Fund, including but not limited to research and analytical capabilities, reliability of performance, and financial soundness and responsibility. Research services prepared and furnished by brokers through which the Sub-Adviser effects securities transactions on behalf of the Fund may be used by the Sub-Adviser in servicing all of its accounts, and not all such services may be used by the Sub-Adviser in connection with the Fund. In the selection of a broker or dealer for execution of any negotiated transaction, the Sub-Adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable negotiated commission rate for such transaction, or to select any broker solely on the basis of its purported or "posted" commission rate for such transaction, provided, however, that the Sub-Adviser shall consider such "posted" commission rates, if any, together with any other information available at the time as to the level of commissions known to be charged on comparable transactions by other qualified brokerage firms, as well as all other relevant factors and circumstances, including the size of any contemporaneous market in such securities, the importance to the Fund of speed, efficiency, and confidentiality of execution, the execution capabilities required by the circumstances of the particular transactions, and the apparent knowledge or familiarity with sources from or to whom such securities may be purchased or sold. Where the commission rate reflects services, reliability and other relevant factors in addition to the cost of execution, the Sub-Adviser shall have the burden of demonstrating that such expenditures were bona fide and for the benefit of the Fund. ARTICLE II ALLOCATION OF CHARGES AND EXPENSES The Sub-Adviser assumes and shall pay for maintaining the staff and personnel necessary to perform its obligations under this Agreement, and shall, at its own expense, provide the office space, equipment and facilities necessary to perform its obligations under this Agreement. Except to the extent expressly assumed by the Sub-Adviser herein and except to the extent required by law to be paid by the Sub-Adviser, INVESCO and/or the Fund shall pay all costs and expenses in connection with the operations of the Fund. ARTICLE III COMPENSATION OF THE SUB-ADVISER For the services rendered, the facilities furnished and expenses assumed by the Sub-Adviser, INVESCO shall pay to the Sub-Adviser a fee, computed daily and paid as of the last day of each month, using for each daily calculation the most recently determined net asset value of the Fund, as determined by a valuation made in accordance with the Fund's procedures for calculating its net asset value as described in the Fund's Prospectus and/or Statement of Additional Information. The advisory fee to the Sub-Adviser shall be computed at the following annual rates: 0.25% of the Fund's daily net assets up to $200 million, and 0.20% of the Fund's daily net assets in excess of $200 million. During any period when the determination of the Fund's net asset value is suspended by the Directors of the Fund, the net asset value of a share of the Fund as of the last business day prior to such suspension shall, for the purpose of this Article III, be deemed to be the net asset value at the close of each succeeding business day until it is again determined. However, no such fee shall be paid to the Sub-Adviser with respect to any assets of the Fund which may be invested in any other investment company for which the Sub-Adviser serves as investment adviser or sub-adviser. The fee provided for hereunder shall be prorated in any month in which this Agreement is not in effect for the entire month. The Sub-Adviser shall be entitled to receive fees hereunder only for such periods as the INVESCO Investment Advisory Agreement remains in effect. ARTICLE IV ACTIVITIES OF THE SUB-ADVISER The services of the Sub-Adviser to the Fund are not to be deemed to be exclusive, the Sub-Adviser and any person controlled by or under common control with the Sub- Adviser (for purposes of this Article IV referred to as "affiliates") being free to render services to others. It is understood that directors, officers, employees and shareholders of the Fund are or may become interested in the Sub-Adviser and its affiliates, as directors, officers, employees and shareholders or otherwise and that directors, officers, employees and shareholders of the Sub-Adviser, INVESCO and their affiliates are or may become interested in the Fund as directors, officers and employees. ARTICLE V AVOIDANCE OF INCONSISTENT POSITIONS AND COMPLIANCE WITH APPLICABLE LAWS In connection with purchases or sales of securities for the investment portfolio of the Fund, neither the Sub-Adviser nor any of its directors, officers or employees will act as a principal or agent for any party other than the Fund or receive any commissions. The Sub-Adviser will comply with all applicable laws in acting hereunder including, without limitation, the 1940 Act; the Investment Advisers Act of 1940, as amended; and all rules and regulations duly promulgated under the foregoing. ARTICLE VI DURATION AND TERMINATION OF THIS AGREEMENT This Agreement shall become effective as of the date it is approved by a majority of the outstanding voting securities of the Fund, and shall remain in force for an initial term of two years from the date of execution, and from year to year thereafter until its termination in accordance with this Article VI, but only so long as such continuance is specifically approved at least annually by (i) the Directors of the Fund, or by the vote of a majority of the outstanding voting securities of the Fund, and (ii) a majority of those Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval. This Agreement may be terminated at any time, without the payment of any penalty, by INVESCO, the Fund by vote of the Directors of the Fund, or by vote of a majority of the outstanding voting securities of the Fund, or by the Sub-Adviser. A termination by INVESCO or the Sub-Adviser shall require sixty days' written notice to the other party and to the Fund, and a termination by the Fund shall require such notice to each of the parties. This Agreement shall automatically terminate in the event of its assignment to the extent required by the Investment Company Act of 1940 and the Rules thereunder. The Sub-Adviser agrees to furnish to the Directors of the Fund such information on an annual basis as may reasonably be necessary to evaluate the terms of this Agreement. Termination of this Agreement shall not affect the right of the Sub-Adviser to receive payments on any unpaid balance of the compensation described in Article III hereof earned prior to such termination. ARTICLE VII AMENDMENTS OF THIS AGREEMENT No provision of this Agreement may be orally changed or discharged, but may only be modified by an instrument in writing signed by the Sub-Adviser and INVESCO. In addition, no amendment to this Agreement shall be effective unless approved by (1) the vote of a majority of the Directors of the Fund, including a majority of the Directors who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such amendment and (2) the vote of a majority of the outstanding voting securities of the Fund (other than an amendment which can be effective without shareholder approval under applicable law). ARTICLE VIII DEFINITIONS OF CERTAIN TERMS In interpreting the provisions of this Agreement, the terms "vote of a majority of the outstanding voting securities," "assignments," "affiliated person" and "interested person," when used in this Agreement, shall have the respective meanings specified in the Investment Company Act and the Rules and Regulations thereunder, subject, however, to such exemptions as may be granted by the Securities and Exchange Commission under said Act. ARTICLE IX GOVERNING LAW This Agreement shall be construed in accordance with the laws of the State of Colorado and the applicable provisions of the Investment Company Act. To the extent that the applicable laws of the State of Colorado, or any of the provisions herein, conflict with the applicable provisions of the Investment Company Act, the latter shall control. ARTICLE X MISCELLANEOUS Notice. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for the receipt of such notice. Severability. Each provision of this Agreement is intended to be severable. If any provision of this Agreement shall be held illegal or made invalid by a court decision, statute, rule or otherwise, such illegality or invalidity shall not affect the validity or enforceability of the remainder of this Agreement. Headings. The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the size, extent or intent of this Agreement or any provision hereof. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written. INVESCO TRUST COMPANY By: /s/ Dan J. Hesser ----------------------------- President ATTEST: /s/ Glen A. Payne - ---------------------- Secretary INVESCO FUNDS GROUP, INC. By: /s/ Ronald L. Grooms ---------------------------- Senior Vice President ATTEST: /s/ Glen A. Payne - ----------------------- Secretary EX-99.6ADISTAG 7 DISTRIBUTION AGREEMENT THIS AGREEMENT is made this 28th day of February, 1997 between INVESCO GROWTH FUND, INC., a Maryland corporation (the "Fund"), and INVESCO FUNDS GROUP, INC., a Delaware corporation (the "Underwriter"). W I T N E S S E T H: WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), as a diversified, open-end management investment company and currently has one class of shares (the "Shares") representing an interest in a portfolio of investments, and it is in the interest of the Fund to offer the Shares for sale continuously; and WHEREAS, the Underwriter is engaged in the business of selling shares of investment companies either directly to investors or through other securities dealers; and WHEREAS, the Fund and the Underwriter wish to enter into an agreement with each other with respect to the continuous offering of the Shares in order to promote growth of the Fund and facilitate the distribution of the Shares; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows: 1. The Fund hereby appoints the Underwriter its agent for the distribution of Shares in jurisdictions wherein such Shares legally may be offered for sale; provided, however, that the Fund in its absolute discretion may (a) issue or sell Shares directly to purchasers, or (b) issue or sell Shares to the shareholders of any other investment company, for which the Underwriter or any affiliate thereof shall act as exclusive distributor, who wish to exchange all or a portion of their investment in shares of such other investment company for the Shares of the Fund. Notwithstanding any other provision hereof, the Fund may terminate, suspend or withdraw the offering of Shares whenever, in its sole discretion, it deems such action to be desirable. The Fund reserves the right to reject any subscription in whole or in part for any reason. 2. The Underwriter hereby agrees to serve as agent for the distribution of the Shares and agrees that it will use its best efforts with reasonable promptness to sell such part of the authorized Shares remaining unissued as from time to time shall be effectively registered under the Securities Act of 1933, as amended (the "1933 Act"), at such prices and on such terms as hereinafter set forth, all subject to applicable federal and state securities laws and regulations. Nothing herein shall be construed to prohibit the Underwriter from engaging in other related or unrelated businesses. 3. In addition to serving as the Fund's agent in the distribution of the Shares, the Underwriter shall also provide to the holders of the Shares certain maintenance, support or similar services ("Shareholder Services"). Such services shall include, without limitation, answering routine shareholder inquiries regarding the Fund, assisting shareholders in considering whether to change dividend options and helping to effectuate such changes, arranging for bank wires, and providing such other services as the Fund may reasonably request from time to time. It is expressly understood that the Underwriter or the Fund may enter into one or more agreements with third parties pursuant to which such third parties may provide the Shareholder Services provided for in this paragraph. Nothing herein shall be construed to impose upon the Underwriter any duty or expense in connection with the services of any registrar, transfer agent or custodian appointed by the Fund, the computation of the asset value or offering price of Shares, the preparation and distribution of notices of meetings, proxy soliciting material, annual and periodic reports, dividends and dividend notices, or any other responsibility of the Fund. 4. Except as otherwise specifically provided for in this Agreement, the Underwriter shall sell the Shares directly to purchasers, or through qualified broker-dealers or others, in such manner, not inconsistent with the provisions hereof and the then effective Registration Statement of the Fund under the 1933 Act (the "Registration Statement") and related Prospectus (the "Prospectus") and Statement of Additional Information ("SAI") of the Fund as the Underwriter may determine from time to time; provided that no broker-dealer or other person shall be appointed or authorized to act as agent of the Fund without the prior consent of the directors (the "Directors") of the Fund. The Underwriter will require each broker-dealer to conform to the provisions hereof and of the Registration Statement (and related Prospectus and SAI) at the time in effect under the 1933 Act with respect to the public offering price of the Shares. The Fund will have no obligation to pay any commissions or other remuneration to such broker-dealers. 5. The Shares offered for sale or sold by the Underwriter shall be offered or sold at the net asset value per share determined in accordance with the then current Prospectus and/or SAI relating to the sale of the Shares except as departure from such prices shall be permitted by the then current Prospectus and/or SAI of the Fund, in accordance with applicable rules and regulations of the Securities and Exchange Commission. The price the Fund shall receive for the Shares purchased from the Fund shall be the net asset value per share of such Share, determined in accordance with the Prospectus and/or SAI applicable to the sale of the Shares. 6. Except as may be otherwise agreed to by the Fund, the Underwriter shall be responsible for issuing and delivering such confirmations of sales made by it pursuant to this Agreement as may be required; provided, however, that the Underwriter or the Fund may utilize the services of other persons or entities believed by it to be competent to perform such functions. Shares shall be registered on the transfer books of the Fund in such names and denominations as the Underwriter may specify. 7. The Fund will execute any and all documents and furnish any and all information which may be reasonably necessary in connection with the qualification of the Shares for sale (including the qualification of the Fund as a broker-dealer where necessary or advisable) in such states as the Underwriter may reasonably request (it being understood that the Fund shall not be required without its consent to comply with any requirement which in the opinion of the Directors of the Fund is unduly burdensome). The Underwriter, at its own expense, will effect all qualifications of itself as broker or dealer, or otherwise, under all applicable state or Federal laws required in order that the Shares may be sold in such states or jurisdictions as the Fund may reasonably request. 8. The Fund shall prepare and furnish to the Underwriter from time to time the most recent form of the Prospectus and/or SAI of the Fund. The Fund authorizes the Underwriter to use the Prospectus and/or SAI, in the forms furnished to the Underwriter from time to time, in connection with the sale of the Shares of the Fund. The Fund will furnish to the Underwriter from time to time such information with respect to the Fund and the Shares as the Underwriter may reasonably request for use in connection with the sale of the Shares. The Underwriter agrees that it will not use or distribute or authorize the use, distribution or dissemination by broker-dealers or others in connection with the sale of the Shares any statements, other than those contained in a current Prospectus and/or SAI of the Fund except such supplemental literature or advertising as shall be lawful under Federal and state securities laws and regulations, and that it will promptly furnish the Fund with copies of all such material. 9. The Underwriter will not make, or authorize any broker-dealers or others to make any short sales of the Shares of the Fund or otherwise make any sales of the Shares unless such sales are made in accordance with a then current Prospectus and/or SAI relating to the sale of the applicable Shares. 10. The Underwriter, as agent of and for the account of the Fund, may cause the redemption or repurchase of the Shares at such prices and upon such terms and conditions as shall be specified in a then current Prospectus and/or SAI. In selling, redeeming or repurchasing the Shares for the account of the Fund, the Underwriter will in all respects conform to the requirements of all state and federal laws and the Rules of Fair Practice of the National Association of Securities Dealers, Inc., relating to such sale, redemption or repurchase, as the case may be. The Underwriter will observe and be bound by all the provisions of the Articles of Incorporation or Bylaws of the Fund and of any provisions in the Registration Statement, Prospectus and SAI, as such may be amended or supplemented from time to time, notice of which shall have been given to the Underwriter, which at the time in any way require, limit, restrict or prohibit or otherwise regulate any action on the part of the Underwriter. 11. (a) The Fund shall indemnify, defend and hold harmless the Underwriter, its officers and directors and any person who controls the Underwriter within the meaning of the 1933 Act, from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any attorney fees incurred in connection therewith) which the Underwriter, its officers and directors or any such controlling person, may incur under the federal securities laws, the common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in the Registration Statement or any related Prospectus and/or SAI or arising out of or based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, this indemnity agreement, to the extent that it might require indemnity of the Underwriter or any person who is an officer, director or controlling person of the Underwriter, shall not inure to the benefit of the Underwriter or officer, director or controlling person thereof unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the federal securities laws and in no event shall anything contained herein be so construed as to protect the Underwriter against any liability to the Fund, the Directors or the Fund's shareholders to which the Underwriter would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. This indemnity agreement is expressly conditioned upon the Fund's being notified of any action brought against the Underwriter, its officers or directors or any such controlling person, which notification shall be given by letter or by telegram addressed to the Fund at its principal address in Denver, Colorado and sent to the Fund by the person against whom such action is brought within ten (10) days after the summons or other first legal process shall have been served upon the Underwriter, its officers or directors or any such controlling person. The failure to notify the Fund of any such action shall not relieve the Fund from any liability which it may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of the indemnity agreement contained in this paragraph. The Fund shall be entitled to assume the defense of any suit brought to enforce such claim, demand, or liability, but in such case the defense shall be conducted by counsel chosen by the Fund and approved by the Underwriter, which approval shall not be unreasonably withheld. If the Fund elects to assume the defense of any such suit and retain counsel approved by the Underwriter, the defendant or defendants in such suit shall bear the fees and expenses of an additional counsel obtained by any of them. Should the Fund elect not to assume the defense of any such suit, or should the Underwriter not approve of counsel chosen by the Fund, the Fund will reimburse the Underwriter, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the Underwriter or them. In addition, the Underwriter shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriter against the Fund hereunder if in the reasonable judgment of the Underwriter it is advisable for the Underwriter, its officers and directors or such controlling person to be represented by separate counsel, in which event the reasonable fees and expenses of such separate counsel shall be borne by the Fund. This indemnity agreement and the Fund's representations and warranties in this Agreement shall remain operative and in full force and effect and shall survive the delivery of any of the Shares as provided in this Agreement. This indemnity agreement shall inure exclusively to the benefit of the Underwriter and its successors, the Underwriter's officers and directors and their respective estates and any such controlling person and their successors and estates. The Fund shall promptly notify the Underwriter of the commencement of any litigation or proceeding against it in connection with the issue and sale of the Shares. (b) The Underwriter agrees to indemnify, defend and hold harmless the Fund, its Directors and any person who controls the Fund within the meaning of the 1933 Act, from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any attorney fees incurred in connection therewith) which the Fund, its Directors or any such controlling person may incur under the Federal securities laws, the common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its Directors or such controlling person resulting from such claims or demands shall arise out of or be based upon (a) any alleged untrue statement of a material fact contained in information furnished in writing by the Underwriter to the Fund specifically for use in the Registration Statement or any related Prospectus and/or SAI or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or the related Prospectus and/or SAI or necessary to make such information not misleading and (b) any alleged act or omission on the Underwriter's part as the Fund's agent that has not been expressly authorized by the Fund in writing. Notwithstanding the foregoing, this indemnity agreement, to the extent that it might require indemnity of the Fund or any Director or controlling person of the Fund, shall not inure to the benefit of the Fund or Director or controlling person thereof unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the federal securities laws and in no event shall anything contained herein be so construed as to protect any Director of the Fund against any liability to the Fund or the Fund's shareholders to which the Director would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence or reckless disregard of the duties involved in the conduct of his office. This indemnity agreement is expressly conditioned upon the Underwriter's being notified of any action brought against the Fund, its Directors or any such controlling person, which notification shall be given by letter or telegram addressed to the Underwriter at its principal office in Denver, Colorado, and sent to the Underwriter by the person against whom such action is brought, within ten (10) days after the summons or other first legal process shall have been served upon the Fund, its Directors or any such controlling person. The failure to notify the Underwriter of any such action shall not relieve the Underwriter from any liability which it may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of the indemnity agreement contained in this paragraph. The Underwriter shall be entitled to assume the defense of any suit brought to enforce such claim, demand, or liability, but in such case the defense shall be conducted by counsel chosen by the Underwriter and approved by the Fund, which approval shall not be unreasonably withheld. If the Underwriter elects to assume the defense of any such suit and retain counsel approved by the Fund, the defendant or defendants in such suit shall bear the fees and expenses of an additional counsel obtained by any of them. Should the Underwriter elect not to assume the defense of any such suit, or should the Fund not approve of counsel chosen by the Underwriter, the Underwriter will reimburse the Fund, its Directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the Fund or them. In addition, the Fund shall have the right to employ counsel to represent it, its Directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Fund against the Underwriter hereunder if in the reasonable judgment of the Fund it is advisable for the Fund, its Directors or such controlling person to be represented by separate counsel, in which event the reasonable fees and expenses of such separate counsel shall be borne by the Underwriter. This indemnity agreement and the Underwriter's representations and warranties in this Agreement shall remain operative and in full force and effect and shall survive the delivery of any of the Shares as provided in this Agreement. This indemnity agreement shall inure exclusively to the benefit of the Fund and its successors, the Fund's Directors and their respective estates and any such controlling person and their successors and estates. The Underwriter shall promptly notify the Fund of the commencement of any litigation or proceeding against it in connection with the issue and sale of the Shares. 12. The Fund will pay or cause to be paid (a) expenses (including the fees and disbursements of its own counsel) of any registration of the Shares under the 1933 Act, as amended, (b) expenses incident to the issuance of the Shares, and (c) expenses (including the fees and disbursements of its own counsel) incurred in connection with the preparation, printing and distribution of the Fund's Prospectuses, SAIs, and periodic and other reports sent to holders of the Shares in their capacity as such. The Underwriter shall prepare and provide necessary copies of all sales literature subject to the Fund's approval thereof. 13. This Agreement shall become effective as of the date it is approved by a majority vote of the Directors of the Fund, as well as a majority vote of the Directors who are not "interested persons" (as defined in the Investment Company Act) of the Fund, and shall continue in effect for an initial term expiring February 28, 1998, and from year to year thereafter, but only so long as such continuance is specifically approved at least annually (a)(i) by a vote of the Directors of the Fund or (ii) by a vote of a majority of the outstanding voting securities of the Fund, and (b) by a vote of a majority of the Directors of the Fund who are not "interested persons," as defined in the Investment Company Act, of the Fund cast in person at a meeting for the purpose of voting on this Agreement. Either party hereto may terminate this Agreement on any date, without the payment of a penalty, by giving the other party at least 60 days' prior written notice of such termination specifying the date fixed therefor. In particular, this Agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the members of the Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Fund on not more than 60 days' written notice to the Underwriter. Without prejudice to any other remedies of the Fund provided for in this Agreement or otherwise, the Fund may terminate this Agreement at any time immediately upon the Underwriter's failure to fulfill any of the obligations of the Underwriter hereunder. 14. The Underwriter expressly agrees that, notwithstanding anything to the contrary herein, or in any applicable law, it will look solely to the assets of the Fund for any obligations of the Fund hereunder and nothing herein shall be construed to create any personal liability on the part of any Director or any shareholder of the Fund. 15. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 15, the definition of "assignment" contained in the Investment Company Act shall be applied. 16. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for the receipt of such notice. 17. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the Fund and the Underwriter and, if applicable, approved in the manner required by the Investment Company Act. 18. Each provision of this Agreement is intended to be severable. If any provision of this Agreement shall be held illegal or made invalid by a court decision, statute, rule or otherwise, such illegality or invalidity shall not affect the validity or enforceability of the remainder of this Agreement. 19. This Agreement and the application and interpretation hereof shall be governed exclusively by the laws of the State of Colorado. IN WITNESS WHEREOF, the Fund and the Underwriter have each caused this Agreement to be executed on its behalf by an officer thereunto duly authorized and the Underwriter has caused its corporate seal to be affixed as of the day and year first above written. INVESCO GROWTH FUND, INC. ATTEST: By: /s/ Dan H. Hesser /s/ Glen A. Payne ------------------------------ - ----------------- Dan J. Hesser Glen A. Payne President Secretary INVESCO FUNDS GROUP, INC. ATTEST: By: /s/ Ronald L. Grooms /s/ Glen A. Payne ------------------------------ - ----------------- Ronald L. Grooms Glen A. Payne Senior Vice President Secretary EX-99.6BDISTAG 8 DISTRIBUTION AGREEMENT THIS AGREEMENT is made this 30th day of September, 1997 between INVESCO GROWTH FUND, INC., a Maryland corporation (the "Fund"), and INVESCO DISTRIBUTORS, INC., a Delaware corporation (the "Underwriter"). W I T N E S S E T H: WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), as a diversified, open-end management investment company and currently has one class of shares (the "Shares") representing an interest in a portfolio of investments, and it is in the interest of the Fund to offer the Shares for sale continuously; and WHEREAS, the Underwriter is engaged in the business of selling shares of investment companies either directly to investors or through other securities dealers; and WHEREAS, the Fund and the Underwriter wish to enter into an agreement with each other with respect to the continuous offering of the Shares in order to promote growth of the Fund and facilitate the distribution of the Shares; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows: 1. The Fund hereby appoints the Underwriter its agent for the distribution of Shares in jurisdictions wherein such Shares legally may be offered for sale; provided, however, that the Fund in its absolute discretion may (a) issue or sell Shares directly to purchasers, or (b) issue or sell Shares to the shareholders of any other investment company, for which the Underwriter or any affiliate thereof shall act as exclusive distributor, who wish to exchange all or a portion of their investment in shares of such other investment company for the Shares of the Fund. Notwithstanding any other provision hereof, the Fund may terminate, suspend or withdraw the offering of Shares whenever, in its sole discretion, it deems such action to be desirable. The Fund reserves the right to reject any subscription in whole or in part for any reason. 2. The Underwriter hereby agrees to serve as agent for the distribution of the Shares and agrees that it will use its best efforts with reasonable promptness to sell such part of the authorized Shares remaining unissued as from time to time shall be effectively registered under the Securities Act of 1933, as amended (the "1933 Act"), at such prices and on such terms as hereinafter set forth, all subject to applicable federal and state securities laws and regulations. Nothing herein shall be construed to prohibit the Underwriter from engaging in other related or unrelated businesses. 3. In addition to serving as the Fund's agent in the distribution of the Shares, the Underwriter shall also provide to the holders of the Shares certain maintenance, support or similar services ("Shareholder Services"). Such services shall include, without limitation, answering routine shareholder inquiries regarding the Fund, assisting shareholders in considering whether to change dividend options and helping to effectuate such changes, arranging for bank wires, and providing such other services as the Fund may reasonably request from time to time. It is expressly understood that the Underwriter or the Fund may enter into one or more agreements with third parties pursuant to which such third parties may provide the Shareholder Services provided for in this paragraph. Nothing herein shall be construed to impose upon the Underwriter any duty or expense in connection with the services of any registrar, transfer agent or custodian appointed by the Fund, the computation of the asset value or offering price of Shares, the preparation and distribution of notices of meetings, proxy soliciting material, annual and periodic reports, dividends and dividend notices, or any other responsibility of the Fund. 4. Except as otherwise specifically provided for in this Agreement, the Underwriter shall sell the Shares directly to purchasers, or through qualified broker-dealers or others, in such manner, not inconsistent with the provisions hereof and the then effective Registration Statement of the Fund under the 1933 Act (the "Registration Statement") and related Prospectus (the "Prospectus") and Statement of Additional Information ("SAI") of the Fund as the Underwriter may determine from time to time; provided that no broker-dealer or other person shall be appointed or authorized to act as agent of the Fund without the prior consent of the directors (the "Directors") of the Fund. The Underwriter will require each broker-dealer to conform to the provisions hereof and of the Registration Statement (and related Prospectus and SAI) at the time in effect under the 1933 Act with respect to the public offering price of the Shares. The Fund will have no obligation to pay any commissions or other remuneration to such broker-dealers. 5. The Shares offered for sale or sold by the Underwriter shall be offered or sold at the net asset value per share determined in accordance with the then current Prospectus and/or SAI relating to the sale of the Shares except as departure from such prices shall be permitted by the then current Prospectus and/or SAI of the Fund, in accordance with applicable rules and regulations of the Securities and Exchange Commission. The price the Fund shall receive for the Shares purchased from the Fund shall be the net asset value per share of such Share, determined in accordance with the Prospectus and/or SAI applicable to the sale of the Shares. 6. Except as may be otherwise agreed to by the Fund, the Underwriter shall be responsible for issuing and delivering such confirmations of sales made by it pursuant to this Agreement as may be required; provided, however, that the Underwriter or the Fund may utilize the services of other persons or entities believed by it to be competent to perform such functions. Shares shall be registered on the transfer books of the Fund in such names and denominations as the Underwriter may specify. 7. The Fund will execute any and all documents and furnish any and all information which may be reasonably necessary in connection with the qualification of the Shares for sale (including the qualification of the Fund as a broker-dealer where necessary or advisable) in such states as the Underwriter may reasonably request (it being understood that the Fund shall not be required without its consent to comply with any requirement which in the opinion of the Directors of the Fund is unduly burdensome). The Underwriter, at its own expense, will effect all qualifications of itself as broker or dealer, or otherwise, under all applicable state or Federal laws required in order that the Shares may be sold in such states or jurisdictions as the Fund may reasonably request. 8. The Fund shall prepare and furnish to the Underwriter from time to time the most recent form of the Prospectus and/or SAI of the Fund. The Fund authorizes the Underwriter to use the Prospectus and/or SAI, in the forms furnished to the Underwriter from time to time, in connection with the sale of the Shares of the Fund. The Fund will furnish to the Underwriter from time to time such information with respect to the Fund and the Shares as the Underwriter may reasonably request for use in connection with the sale of the Shares. The Underwriter agrees that it will not use or distribute or authorize the use, distribution or dissemination by broker- dealers or others in connection with the sale of the Shares any statements, other than those contained in a current Prospectus and/or SAI of the Fund except such supplemental literature or advertising as shall be lawful under Federal and state securities laws and regulations, and that it will promptly furnish the Fund with copies of all such material. 9. The Underwriter will not make, or authorize any broker-dealers or others to make any short sales of the Shares of the Fund or otherwise make any sales of the Shares unless such sales are made in accordance with a then current Prospectus and/or SAI relating to the sale of the applicable Shares. 10. The Underwriter, as agent of and for the account of the Fund, may cause the redemption or repurchase of the Shares at such prices and upon such terms and conditions as shall be specified in a then current Prospectus and/or SAI. In selling, redeeming or repurchasing the Shares for the account of the Fund, the Underwriter will in all respects conform to the requirements of all state and federal laws and the Rules of Fair Practice of the National Association of Securities Dealers, Inc., relating to such sale, redemption or repurchase, as the case may be. The Underwriter will observe and be bound by all the provisions of the Articles of Incorporation or Bylaws of the Fund and of any provisions in the Registration Statement, Prospectus and SAI, as such may be amended or supplemented from time to time, notice of which shall have been given to the Underwriter, which at the time in any way require, limit, restrict or prohibit or otherwise regulate any action on the part of the Underwriter. 11. (a) The Fund shall indemnify, defend and hold harmless the Underwriter, its officers and directors and any person who controls the Underwriter within the meaning of the 1933 Act, from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any attorney fees incurred in connection therewith) which the Underwriter, its officers and directors or any such controlling person, may incur under the federal securities laws, the common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in the Registration Statement or any related Prospectus and/or SAI or arising out of or based upon any alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Notwithstanding the foregoing, this indemnity agreement, to the extent that it might require indemnity of the Underwriter or any person who is an officer, director or controlling person of the Underwriter, shall not inure to the benefit of the Underwriter or officer, director or controlling person thereof unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the federal securities laws and in no event shall anything contained herein be so construed as to protect the Underwriter against any liability to the Fund, the Directors or the Fund's shareholders to which the Underwriter would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. This indemnity agreement is expressly conditioned upon the Fund's being notified of any action brought against the Underwriter, its officers or directors or any such controlling person, which notification shall be given by letter or by telegram addressed to the Fund at its principal address in Denver, Colorado and sent to the Fund by the person against whom such action is brought within ten (10) days after the summons or other first legal process shall have been served upon the Underwriter, its officers or directors or any such controlling person. The failure to notify the Fund of any such action shall not relieve the Fund from any liability which it may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of the indemnity agreement contained in this paragraph. The Fund shall be entitled to assume the defense of any suit brought to enforce such claim, demand, or liability, but in such case the defense shall be conducted by counsel chosen by the Fund and approved by the Underwriter, which approval shall not be unreasonably withheld. If the Fund elects to assume the defense of any such suit and retain counsel approved by the Underwriter, the defendant or defendants in such suit shall bear the fees and expenses of an additional counsel obtained by any of them. Should the Fund elect not to assume the defense of any such suit, or should the Underwriter not approve of counsel chosen by the Fund, the Fund will reimburse the Underwriter, its officers and directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the Underwriter or them. In addition, the Underwriter shall have the right to employ counsel to represent it, its officers and directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Underwriter against the Fund hereunder if in the reasonable judgment of the Underwriter it is advisable for the Underwriter, its officers and directors or such controlling person to be represented by separate counsel, in which event the reasonable fees and expenses of such separate counsel shall be borne by the Fund. This indemnity agreement and the Fund's representations and warranties in this Agreement shall remain operative and in full force and effect and shall survive the delivery of any of the Shares as provided in this Agreement. This indemnity agreement shall inure exclusively to the benefit of the Underwriter and its successors, the Underwriter's officers and directors and their respective estates and any such controlling person and their successors and estates. The Fund shall promptly notify the Underwriter of the commencement of any litigation or proceeding against it in connection with the issue and sale of the Shares. (b) The Underwriter agrees to indemnify, defend and hold harmless the Fund, its Directors and any person who controls the Fund within the meaning of the 1933 Act, from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any attorney fees incurred in connection therewith) which the Fund, its Directors or any such controlling person may incur under the Federal securities laws, the common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its Directors or such controlling person resulting from such claims or demands shall arise out of or be based upon (a) any alleged untrue statement of a material fact contained in information furnished in writing by the Underwriter to the Fund specifically for use in the Registration Statement or any related Prospectus and/or SAI or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or the related Prospectus and/or SAI or necessary to make such information not misleading and (b) any alleged act or omission on the Underwriter's part as the Fund's agent that has not been expressly authorized by the Fund in writing. Notwithstanding the foregoing, this indemnity agreement, to the extent that it might require indemnity of the Fund or any Director or controlling person of the Fund, shall not inure to the benefit of the Fund or Director or controlling person thereof unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the federal securities laws and in no event shall anything contained herein be so construed as to protect any Director of the Fund against any liability to the Fund or the Fund's shareholders to which the Director would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence or reckless disregard of the duties involved in the conduct of his office. This indemnity agreement is expressly conditioned upon the Underwriter's being notified of any action brought against the Fund, its Directors or any such controlling person, which notification shall be given by letter or telegram addressed to the Underwriter at its principal office in Denver, Colorado, and sent to the Underwriter by the person against whom such action is brought, within ten (10) days after the summons or other first legal process shall have been served upon the Fund, its Directors or any such controlling person. The failure to notify the Underwriter of any such action shall not relieve the Underwriter from any liability which it may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of the indemnity agreement contained in this paragraph. The Underwriter shall be entitled to assume the defense of any suit brought to enforce such claim, demand, or liability, but in such case the defense shall be conducted by counsel chosen by the Underwriter and approved by the Fund, which approval shall not be unreasonably withheld. If the Underwriter elects to assume the defense of any such suit and retain counsel approved by the Fund, the defendant or defendants in such suit shall bear the fees and expenses of an additional counsel obtained by any of them. Should the Underwriter elect not to assume the defense of any such suit, or should the Fund not approve of counsel chosen by the Underwriter, the Underwriter will reimburse the Fund, its Directors or the controlling person or persons named as defendant or defendants in such suit, for the reasonable fees and expenses of any counsel retained by the Fund or them. In addition, the Fund shall have the right to employ counsel to represent it, its Directors and any such controlling person who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Fund against the Underwriter hereunder if in the reasonable judgment of the Fund it is advisable for the Fund, its Directors or such controlling person to be represented by separate counsel, in which event the reasonable fees and expenses of such separate counsel shall be borne by the Underwriter. This indemnity agreement and the Underwriter's representations and warranties in this Agreement shall remain operative and in full force and effect and shall survive the delivery of any of the Shares as provided in this Agreement. This indemnity agreement shall inure exclusively to the benefit of the Fund and its successors, the Fund's Directors and their respective estates and any such controlling person and their successors and estates. The Underwriter shall promptly notify the Fund of the commencement of any litigation or proceeding against it in connection with the issue and sale of the Shares. 12. The Fund will pay or cause to be paid (a) expenses (including the fees and disbursements of its own counsel) of any registration of the Shares under the 1933 Act, as amended, (b) expenses incident to the issuance of the Shares, and (c) expenses (including the fees and disbursements of its own counsel) incurred in connection with the preparation, printing and distribution of the Fund's Prospectuses, SAIs, and periodic and other reports sent to holders of the Shares in their capacity as such. The Underwriter shall prepare and provide necessary copies of all sales literature subject to the Fund's approval thereof. 13. This Agreement shall become effective as of the date it is approved by a majority vote of the Directors of the Fund, as well as a majority vote of the Directors who are not "interested persons" (as defined in the Investment Company Act) of the Fund, and shall continue in effect for an initial term expiring September 30, 1998, and from year to year thereafter, but only so long as such continuance is specifically approved at least annually (a)(i) by a vote of the Directors of the Fund or (ii) by a vote of a majority of the outstanding voting securities of the Fund, and (b) by a vote of a majority of the Directors of the Fund who are not "interested persons," as defined in the Investment Company Act, of the Fund cast in person at a meeting for the purpose of voting on this Agreement. Either party hereto may terminate this Agreement on any date, without the payment of a penalty, by giving the other party at least 60 days' prior written notice of such termination specifying the date fixed therefor. In particular, this Agreement may be terminated at any time, without payment of any penalty, by vote of a majority of the members of the Directors of the Fund or by a vote of a majority of the outstanding voting securities of the Fund on not more than 60 days' written notice to the Underwriter. Without prejudice to any other remedies of the Fund provided for in this Agreement or otherwise, the Fund may terminate this Agreement at any time immediately upon the Underwriter's failure to fulfill any of the obligations of the Underwriter hereunder. 14. The Underwriter expressly agrees that, notwithstanding anything to the contrary herein, or in any applicable law, it will look solely to the assets of the Fund for any obligations of the Fund hereunder and nothing herein shall be construed to create any personal liability on the part of any Director or any shareholder of the Fund. 15. This Agreement shall automatically terminate in the event of its assignment. In interpreting the provisions of this Section 15, the definition of "assignment" contained in the Investment Company Act shall be applied. 16. Any notice under this Agreement shall be in writing, addressed and delivered or mailed, postage prepaid, to the other party at such address as such other party may designate for the receipt of such notice. 17. No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the Fund and the Underwriter and, if applicable, approved in the manner required by the Investment Company Act. 18. Each provision of this Agreement is intended to be severable. If any provision of this Agreement shall be held illegal or made invalid by a court decision, statute, rule or otherwise, such illegality or invalidity shall not affect the validity or enforceability of the remainder of this Agreement. 19. This Agreement and the application and interpretation hereof shall be governed exclusively by the laws of the State of Colorado. IN WITNESS WHEREOF, the Fund and the Underwriter have each caused this Agreement to be executed on its behalf by an officer thereunto duly authorized and the Underwriter has caused its corporate seal to be affixed as of the day and year first above written. INVESCO GROWTH FUND, INC. ATTEST: By: /s/ Dan J. Hesser ------------------------------ /s/ Glen A. Payne Dan J. Hesser - ----------------- President Glen A. Payne Secretary INVESCO DISTRIBUTORS, INC. ATTEST: By: /s/ Ronald L. Grooms ------------------------------ /s/ Glen A. Payne Ronald L. Grooms - ----------------- Senior Vice President Glen A. Payne Secretary EX-99.7DEFBENEFPLAN 9 DEFINED BENEFIT DEFERRED COMPENSATION PLAN FOR NON-INTERESTED DIRECTORS AND TRUSTEES The registered, open-end management investment companies referred to on Schedule A as the Schedule may hereafter be revised by the addition and deletion of investment companies (the "Funds") have adopted this Defined Benefit Deferred Compensation Plan ("Plan") for the benefit of those directors and trustees of the Funds who are not interested directors or trustees thereof as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended ("Independent Directors"). The Plan has been adopted as an alternative to providing an increase in the present compensation payable to each Fund's Independent Directors for serving in such capacity. The increase in present compensation was considered by all directors of each Fund and was determined to be reasonable in relation to the services which are currently being performed by the Independent Directors and the responsibilities and obligations which are imposed upon the directors in the performance of such services. 1. Eligibility Each Independent Director who has served as such ("Eligible Service") on the boards of any of the Funds and their predecessor and successor entities, if any, or as an Independent Director of the now-defunct investment management company known as FG Series for an aggregate of at least five years at the time of his Service Termination Date (as defined in paragraph 2) will be entitled to receive benefits under the Plan. An Independent Director's period of Eligible Service commences on the date of election to the board of directors or trustees of any one or more of the Funds ("Board"). Hereafter, references in this Plan to Independent Directors shall be deemed to include only those Directors who have met the Eligible Service requirement for Plan participation. 2. Service Termination and Service Termination Date Service Termination includes termination of service (other than by disability or death) of an Independent Director which results from the Director's having reached his Service Termination Date, which is the date not later than the last day of the calendar quarter in which such Director's seventy-second birthday occurs. 3. Defined Benefit Commencing as of his Service Termination Date, each Independent Director will receive, for the remainder of his life, a benefit (the "Benefit"), payable quarterly, at an annual rate equal to 25 percent of the annual basic retainer payable by each Fund to the Independent Director on his Service Termination Date (excluding any fees relating to attending meetings or chairing committees). If an Independent Director should die after his Service Termination Date and before forty quarterly payments are made, payments will continue to be made to the Independent Director's designated beneficiary until the aggregate of forty quarterly payments has been made to the Independent Director and the Director's beneficiary. If an Independent Director's service as a Director is terminated because of his death prior to the occurrence of his Service Termination Date, the designated beneficiary of the Independent Director shall receive the Benefit for a period of ten years, with quarterly payments to be made to the designated beneficiary. If an Independent Director's service as a Director is terminated because of his disability prior to the occurrence of his Service Termination Date, the Independent Director will receive the Benefit for the remainder of his life, with quarterly payments to be made to the disabled Independent Director. If the disabled Independent Director should die before forty quarterly payments are made, payments will continue to be made to the Independent Director's designated beneficiary until the aggregate of forty quarterly payments has been made to the disabled Independent Director and the Director's beneficiary. If the Independent Director and his designated beneficiary should die before a total of forty quarterly payments are made, the remaining value of the Independent Director's benefit shall be determined as of the date of the death of the Independent Director's designated beneficiary and shall be paid to the estate of the designated beneficiary in one lump sum or in periodic payments, with the determinations with respect to the value of the benefit and the method and frequency of payment to be made by the Committee (as defined in paragraph 8.a.) in its sole discretion. 4. Designated Beneficiary The beneficiary referred to in paragraph 3 may be designated or changed by the Independent Director without the consent of any prior beneficiary on a form provided by the Committee (as defined in paragraph 8.a.) and delivered to the Committee before the Independent Director's death. If no such beneficiary shall have been designated, or if no designated beneficiary shall survive the Independent Director, the value or remaining value of the Independent Director's benefit shall be determined as of the date of the death of the Independent Director and shall be paid as promptly a possible in one lump sum to the estate of the designated beneficiary. 5. Disability An Independent Director shall be deemed to have become disabled for the purposes of paragraph 3 if the Committee shall find on the basis of medical evidence satisfactory to it that the Independent Director is disabled, mentally or physically, as a result of an accident or illness, so as to be prevented from performing each of the duties which are incumbent upon an Independent Director in fulfilling his responsibilities as such. 6. Time of Payment The Benefit for each year will be paid in quarterly installments that are as nearly equal as possible. 7. Payment of Benefit; Allocation of Costs Each Fund is responsible for the payment of the amount of the Benefit applicable to the Fund, as well as its proportionate share of all expenses of administration of the Plan, including without limitation all accounting and legal fees and expenses and fees and expenses of any Actuary. The obligations of each Fund to pay such Benefits and expenses will not be secured or funded in any manner, and such obligations will not have any preference over the lawful claims of each Fund's creditors and shareholders. To the extent that the Benefit is paid by more than one Fund, such costs and expenses will be allocated among such Funds in a manner that is determined by the Committee to be fair and equitable under the circumstances. To the extent that one or more of such Funds consist of one or more separate portfolios, such costs and expenses allocated to any such Fund will thereafter be allocated among such portfolios by the Board of the Fund in a manner that is determined by such Board to be fair and equitable under the circumstances. 8. Administration a. The Committee. Any questions involving entitlement to payments under or the administration of the Plan will be referred to a committee (the "Committee") of three Independent Directors designated by all of the Independent Directors of the Funds. Except as otherwise provided herein, the Committee will make all interpretations and determinations necessary or desirable for the Plan's administration, and such interpretations and determinations will be final and conclusive. Committee members will be elected annually by the Independent Directors. b. Powers of the Committee. The Committee will represent and act on behalf of the Funds in respect of the Plan and, subject to the other provisions of the Plan, the Committee may adopt, amend or repeal bylaws or other regulations relating to the administration of the Plan, the conduct of the Committee's affairs, its rights or powers, or the rights or powers of its members. The Committee will report to the Independent Directors and to the Boards of the Funds from time to time on its activities in respect of the Plan. The Committee or persons designated by it will cause such records to be kept as may be necessary for the administration of the Plan. 9. Miscellaneous Provisions a. Rights Not Assignable. Other than as is specifically provided in paragraph 3, the right to receive any payment under the Plan is not transferable or assignable, and nothing in the Plan shall create any benefit, cause of action, right of sale, transfer, assignment, pledge, encumbrance, or other such right in any heirs or the estate of any Independent Director. b. Amendment, etc. The Committee, with the concurrence of the Board of any Fund, may as to the specific Fund at any time amend or terminate the Plan or waive any provision of the Plan; provided, however, that subject to the limitations imposed by paragraph 7, no amendment, termination or waiver will impair the rights of an Independent Director to receive the payments which would have been made to such Independent Director had there been no such amendment, termination, or waiver. c. No Right to Reelection. Nothing in the Plan will create any obligation on the part of the Board of any Fund to nominate any Independent Director for reelection. d. Consulting. Subsequent to his Service Termination Date, an Independent Director may render such services for any Fund, for such compensation, as may be agreed upon from time to time by such Independent Director and the Board of the Fund which desires to procure such services. e. Effectiveness. The Plan will be effective for all Independent Directors who have Service Termination Dates occurring on and after October 20, 1993. Periods of Eligible Service shall include periods commencing prior and subsequent to such date. Upon its adoption by the Board of a Fund, the Plan will become effective as to that Fund on the date when the Committee determines that any regulatory approval or advice that may be necessary or appropriate in connection with the Plan have been obtained. Adopted October 20, 1993. EX-99.8CUSTCONTRACT 10 CUSTODIAN CONTRACT THIS CONTRACT between FINANCIAL INDUSTRIAL INCOME FUND, INC. a corporation organized and existing under the laws of the State of Maryland, having its principal office and place of business at 7503 Marin Drive, Englewood, Colorado 80111, hereinafter called the "Fund," and STATE STREET BANK AND TRUST COMPANY, hereinafter called the "Custodian," W I T N E S S E T H: That in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows: I. Employment of Custodian and Property to be Held by It The Fund hereby employs the Custodian as the Custodian of its assets pursuant to the provisions of its governing documents. The Fund agrees to deliver to the Custodian all securities: and cash owned by it, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Fund from time to time, and the cash consideration received by it for such new or treasury shares ("Shares") of the Fund as may be issued or sold from time to time The Custodian shall not be responsible for any property of the Fund held or received by the Fund and not delivered to the Custodian. The Custodian may from time to time employ one or more subcustodians, but only after having received approval of such employment by specific written instructions from the Fund. II. Duties of the Custodian with Respect to Property of the Fund Held by the Custodian A. Holding Securities. The Custodian shall hold and physically segregate for the account of the Fund all non-cash property, including all securities owned by the Fund, other than securities which are maintained pursuant to Section K of Article II in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury, collectively referred to herein as "Securities Systems." B. Delivery of Securities. The Custodian shall release and deliver securities owned by the Fund held by the Custodian or in a Securities System account of the Custodian only upon receipt of proper instructions which may be continuing instructions when deemed appropriate by the parties, and only in the following cases: (1) Upon sale of such securities for the account of the Fund and receipt of payment in full therefor in cash, certified or cashier's check, other official bank check, or the equivalent. (2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Fund. (3) In the case of a sale effected through a Securities System, in accordance with the provisions of Section K hereof. (4) To the depository agent in connection with tender or other similar offers for portfolio securities of the Fund. (5) To the Issuer thereof or its agent when such securities are called, redeemed, retired, or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian. (6) To the Issuer thereof, or its agent, for transfer into the name of the Fund or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section J of Article II or into the name or nominee name of any sub-custodian appointed pursuant to Article I; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian. (7) To the broker selling the same for examination in accordance with the "street delivery" custom; provided that the Custodian shall adopt such procedures as the Fund from time to time shall approve to ensure their prompt return to the Custodian by the broker in the event the broker elects not to accept them. (8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the Issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian. (9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrant, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; (10) For delivery as security in connection with any borrowings by the Fund requiring a pledge of assets by the Fund, but only against receipt of amounts borrowed; (11) Upon receipt of instructions from the transfer agent for the Fund, for delivery to such transfer agent or to holders of shares in connection with distributions in kind, as may be described from time to time in the Fund's currently effective prospectus, in satisfaction of requests by holders of Shares for repurchase or redemption; and (12) For any other proper corporate purposes, but only upon receipt of, in addition to proper instructions, a certified copy of a resolution of the Board of Directors of the Fund or of the Fund's Executive Committee signed by an officer of the Fund and certified by the Secretary or an Assistant Secretary, setting forth the purpose for which such delivery is to be made, declaring such purposes to be proper corporate purposes, and naming the person or persons to whom delivery of such securities shall be made. C. Registration of Securities. Securities held by the Custodian (other than bearer securities) shall be registered in the name of the Fund or in the name of any nominee of the Fund or of any nominee of the Custodian which nominee shall be assigned exclusively to the Fund, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Fund, or in the name or nominee name of any agent appointed pursuant to Section J of Article II or in the name or nominee name of any sub-custodian appointed pursuant to Article I. All securities accepted by the Custodian on behalf of the Fund under the terms of this Contract shall be in "street" or other good delivery form. D. Bank Accounts. The Custodian shall open and maintain a separate bank account or accounts in the name of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Contract, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Fund, other than cash maintained by the Fund in a bank account established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds held by the Custodian for the Fund may be deposited by it to its credit as Custodian in the Banking Department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the Investment Company Act of 1940 and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall be approved by vote of a majority of the Board of Directors of the Fund. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity. E. Payments for Shares. The Custodian shall receive from the distributor of the Fund's Shares or from the transfer agent of the Fund ("the Transfer Agent") and deposit into the Fund's account such payments as are received for Shares of the Fund issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund and the Transfer Agent of any receipt by it of payments for Shares of the Fund. F. Collection of Income. The Custodian shall collect on a timely basis all income and other payments with respect to registered securities held hereunder to which the Fund shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer securities if, on the date of payment by the Issuer, such securities are held by the Custodian or agent thereof and shall credit such income, as collected, to the Fund's custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. G. Payment of Fund Moneys. Upon receipt of proper instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out moneys of the Fund in the following cases only: (1) Upon the purchase of securities for the account of the Fund but only (a) against the delivery of such securities to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the Investment Company Act of 1940, as amended, to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Fund or in the name of a nominee of the Custodian referred to in Section C of Article II hereof or in proper form for transfer; (b) in the case of a purchase effected through a Securities System, in accordance with the conditions set forth in Section K of Article II hereof or (C) in the case of repurchase agreements entered into between the Fund and the Custodian, or another bank, (I) against delivery of the securities either in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Fund of securities owned by the Custodian or other bank along with written evidence of the agreement by the Custodian or other bank to repurchase such securities from the Fund; (2) In connection with conversion, exchange or surrender of securities owned by the Fund as set forth in Section B of Article II hereof; (3) For the redemption or repurchase of Shares issued by the Fund as set forth in Section I of Article II hereof; (4) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, investment supervisory fees, administrative services charges, directors fees and expenses, fees and expenses of the Custodian, registrar, transfer agent, and dividend disbursing agent of the Fund, any fiscal agent retained by the Fund, accounting and legal fees and disbursements, and other operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses; (5) For the payment of any dividends declared pursuant to the governing documents of the Fund; (6) For any other proper purposes, but only upon receipt of, in addition to proper instructions, a certified copy of a resolution of the Board of Directors or of the Executive Committee of the Fund signed by an officer of the Fund and certified by its Secretary or an Assistant Secretary, specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper purpose, and naming the person or persons to whom such payment is to be made. H. Liability for Payment in Advance of Receipt of Securities Purchased. In any and every case where payment for purchase of securities for the account of the Fund is made by the Custodian in advance of receipt of the securities purchased in the absence of specific written instructions from the Fund to so pay in advance, the Custodian shall be absolutely liable to the Fund for such securities to the same extent as if the securities had been received by the Custodian, except that in the case of repurchase agreements entered into by the Fund with a bank which is a member of the Federal Reserve System, the Custodian may transfer funds to the account of such bank prior to the receipt of written evidence that the securities subject to such repurchase agreement have been transferred by book-entry into a segregated non-proprietary account of the Custodian maintained with the Federal Reserve Bank of Boston or of the safekeeping receipt, provided that such securities have in fact been so transferred by book-entry. I. Payments for Repurchases or Redemptions of Shares of the Fund. From such funds as may be available for the purpose but subject to the limitations of the governing documents of the Fund, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares of the Fund, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares of the Fund, the Custodian shall honor checks drawn on the custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian. J. Appointment of Agents. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the Investment Company Act of 1940, as amended, to act as a custodian, as its agent to carry out such of the provisions of this Article II as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of any of its responsibilities or liabilities hereunder. K. Deposit of Fund Assets in Securities Systems. The Custodian may deposit and/or maintain securities owned by the Fund in a clearing agency registered with the Securities and Exchange Commission under Section 17A of the Securities Exchange Act of 1934, which acts as a securities depository, or in the book-entry system authorized by the U.S. Department of the Treasury and certain federal agencies, collectively referred to herein as "Securities Systems" in accordance with all applicable Federal Reserve Board and Securities and Exchange Commission rules and regulations, if any, and subject to the following provisions: (1) The Custodian may keep securities of the Fund in a Securities System provided that such securities are represented in an account ("Account") of the Custodian in the Securities System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian, or otherwise for customers. (2) The records of the Custodian with respect to securities of the Fund which are maintained in a Securities System shall identify by book-entry those securities belonging to the Fund. (3) The Custodian shall pay for securities purchased for the account of the Fund upon (I) receipt of advice from the Securities System that such securities have been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer securities sold for the account of the Fund upon (I) receipt of advice from the Securities System that payment for such securities has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the Securities System of transfers of securities for the account of the Fund shall identify the Fund, be maintained for the Fund by the Custodian and be provided to the Fund at its request. The Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transactions in the Securities System for the account of the Fund on the next business day. (4) The Custodian shall provide the Fund with any report obtained by the Custodian on the Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the Securities System. (5) The Custodian shall have received the initial or annual certificate, as the case may be, required by Article IX hereof. (6) Anything to the contrary in this Contract notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from any failure of the Custodian or any such agent to enforce effectively such rights as it may have against the Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Fund has not been made whole for any such loss or damage. L. Ownership Certificates for Tax Purposes. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to securities of the Fund held by it and in connection with transfers of securities. M. Proxies. The Custodian shall, with respect to the securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Fund or a nominee of the Fund, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials and all notices relating to such securities, in accordance with proper instructions from the Fund. N. Communications Relating to Fund Portfolio Securities. The Custodian shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of securities and expirations of rights in connection therewith) received by the Custodian from or concerning issuers of the securities being held for the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer, or any other similar transaction, the Fund shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action. O. Proper Instructions. "Proper instructions" as used throughout this Contract shall mean an instruction or certification in writing, signed in the name of the Fund by any two of the officers of the Fund who are duly authorized to give such instruction and sign such a document by the Board of Directors or Executive Committee of the Fund and whose names and signatures have been certified to the Custodian in the following manner: (1) An officer of the Funds shall certify to the Custodian the names and signatures of the officers authorized to sign proper instructions, and the names of the members of the Board of Directors and of the Executive Committee of the Fund, and shall certify to the Custodian any changes which may occur from time to time. (2) Annexed hereto as Exhibit A is an instruction signed by two of the present officers of the Fund under its corporate seal, setting forth the names and the signatures of the present officers of the Fund, and the names of the members of the Board of Directors and Executive Committee of the Fund. The Fund agrees to furnish to the Custodian a new instruction in similar form in the event any such present officer or director ceases to be an officer or director of the Fund, or in the event that other or additional officers or directors are elected or appointed. Until such new instructions in acting under the provisions of this Contract upon the signatures of the present officers as set forth in said annexed instructions or upon the signatures of the present officers as set forth in a subsequently issued instruction. Each such instruction shall set forth the specific transaction or type of transaction involved, including a specific statement of the purpose for which such action is requested. Oral instructions will be considered proper instructions only if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing. Upon receipt of a certificate of the Secretary or an Assistant Secretary as to the authorization by the Board of Directors of the Fund accompanied by a detailed description of procedures approved by the Board of Directors, "proper instructions" may include communications effected directly between electro-mechanical or electronic devices provided that the Board of Directors and the Custodian are satisfied that such procedures afford adequate safeguards for the Fund's assets. P. Clearance of Security Transactions and Collection of Income. In connection with clearance of security transactions and collection of income (such as dividends and interest) and capital adjustments (such as stock splits, stock dividends, rights, warrants, etc.) on the securities held in custody for the Fund, the Custodian shall exercise diligence and take all appropriate action, including the following: (1) On security purchases for the Fund portfolio, the Custodian shall not accept delivery and make payment unless the securities are in proper form (including receipt of a due bill, if appropriate); and if delivery is refused, the Custodian shall inform the delivering broker or agent and the Fund of such refusal and the reasons therefor; (2) On security sales from the Fund portfolio, the Custodian shall deliver to the broker or agent in proper form and on a timely basis, and if delivery and payment is refused by the broker or agent, the Custodian shall notify the Fund of such refusal and the reason therefor, and make reasonable efforts to rectify any error in the delivery form caused by the Custodian, and continue to seek to make delivery until the transaction is cleared; provided, however, that the Fund shall be responsible for rectifying errors caused by the Fund, brokers or others, and shall cooperate fully with the Custodian to assist it in making delivery and clearing such transactions; (3) The Custodian shall maintain, with reasonable care, a schedule of income and capital adjustments receivable on the securities held in custody for the Fund, based upon published information received by the Custodian, concerning such income and capital adjustments, and shall make reasonable efforts, including follow-up with paying agents, to assure timely collection of such scheduled income and capital adjustments, as further provided in Section F of Article II hereof; provided that the Fund as part of its regulatory record-keeping responsibilities shall also maintain schedules of such income and capital adjustments and provide to the Custodian on a timely basis all information that the Custodian may reasonably request to assist the Custodian in providing such service. Q. Actions Permitted Without Express Authority. The Custodian may in its discretion, without express authority from the Fund: (1) make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this contract, provided that all such payments shall be accounted for to the Fund; (2) surrender securities in temporary form for securities in definitive form; (3) endorse for collection, in the name of the Fund, checks, drafts, and other negotiable instruments; and (4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer, and other dealings with the securities and property of the Fund except as otherwise directed by the Board of Directors of the Fund. R. Evidence of Authority. The Custodian shall be protected in acting upon any instructions, notice request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the Fund. The Custodian may receive and accept a certified copy of a vote of the Board of Directors of the Fund as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination or of any action by the Board of Directors as described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary. The protection and authority granted pursuant to this Section shall not be deemed a waiver of the necessity for the Custodian to receive proper instructions as required by provisions of this Contract and as defined in Section O of this Article II. III. Duties of Custodian With Respect to Reports The Custodian shall furnish the Fund at the close of each business day with information concerning all transactions and entries for the account of the Fund on that day, including the receipt and disbursement of all securities and cash in connection with purchases and sales of securities, dividends and interest payments, exchanges, and any other transaction. The Custodian shall furnish the Fund at the end of every month with a statement of the Fund's accounts, including a list of the portfolio securities held for the Fund. Semiannually at the end of each month on which a semiannual fiscal period of the Fund ends, such list shall be adjusted for all commitments confirmed by the Fund as of the end of such month, and certified by a duly authorized officer of the Custodian. The Custodian shall also furnish to the Fund such other statements and reports as it may reasonably require. IV. Records The Custodian shall create and maintain all records relating to its activities and obligations under this Contract in such manner as will meet the obligations of the Fund under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder, applicable federal and state tax laws and any other law or administrative rules or procedures which may be applicable to the Fund. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the Securities and Exchange Commission. The Custodian shall, at the Fund's request, supply the Fund with a tabulation of securities owned by the Fund and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. V. Opinion of Fund's Independent Accountant The Custodian shall take all reasonable action, as the Fund may from time to time request, to obtain from year to year favorable opinions from the Fund's independent accountants with respect to its activities hereunder in connection with the preparation of the Fund's Form N-1 and Form N-1R or other annual reports to the Securities and Exchange Commission and with respect to any other requirements of such Commission. VI. Reports to Fund by Independent Accountants The Custodian shall provide the Fund, at such times as the Fund may reasonably require, with reports by independent accountants on the accounting system, internal accounting control and procedures for safeguarding securities, including securities deposited and/or maintained in a Securities System, relating to the services provided by the Custodian under this Contract; such reports, which shall be of sufficient scope and in sufficient detail as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed, shall state in detail material inadequacies disclosed by such examination, and, if there are no such inadequacies, shall so state. VII. Compensation of Custodian The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between the Fund and the Custodian. VIII. Responsibility of Custodian So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon written advice of counsel (who may be counsel for the Fund) on all matters and shall be without liability for any action reasonably taken or omitted pursuant to such advice. Notwithstanding the foregoing, the responsibility of the Custodian with respect to redemptions effected by check shall be in accordance with a separate agreement entered into between the Custodian and the Fund. If the Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. IX. Effective Period, Termination and Amendment This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual written agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however, that the Custodian shall not act under Section K of Article II hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended; provide further, however, that the Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Fund's governing documents, and provided further that the Fund may at any time by action of its Board of Directors (I) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses, and disbursements. X. Successor Custodian If a successor custodian shall be appointed by the Board of Directors of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, fully endorsed and in the form for transfer, all securities then held by it hereunder, and all funds and other properties of the Fund. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board of Directors of the Fund, deliver at the office of the Custodian such securities, funds, and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Directors shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Investment Company Act of 1940, doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian and all instruments held by the Custodian relative thereto and all other property held by it under this contract. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract. In the event that securities, funds, and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of vote referred to or of the Board of Directors to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds, and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect. XI. Interpretive and Additional Provisions In connection with the operation of this Contract, the Custodian and the Fund may from time to time agree on such provisions interpretive of or in addition to the provisions of this Contract as may in their joint opinion be consistent with the general tenor of this Contract. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the governing documents of the Fund. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Contract. XII. Massachusetts Law to Apply This Contract shall be construed and the provisions thereof interpreted under and in accordance with the laws of the Commonwealth of Massachusetts. XIII. Miscellaneous A. Assignment. This Contract may not be assigned by either party without the written consent of the other party first being obtained. Any assignment or consent to assignment by the Fund must be approved by resolution of its Board of Directors or of its Executive Committee. B. Conflict with Rules and Regulations. If any provision of this Contract, either in its present form or as amended from time to time, limits, qualifies, or conflicts with the Investment Company Act of 1940 and the rules and regulations thereunder, or with any other statute, rules, and regulations which may govern the activities of the Custodian or of the Fund, such statutes, rules, and regulations shall be deemed to control and supersede such provision, without nullifying or terminating the remainder of this Contract. IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its fully authorized representative and its seal to be hereunder affixed as of the 1st day of February 1980. FINANCIAL INDUSTRIAL INCOME FUND, INC. By: C. L. Powell --------------------------------- Vice President STATE STREET BANK AND TRUST COMPANY By: /s/ Len M. Locke --------------------------------- Vice President EX-99.8ACUSTCONTRAC 11 AGREEMENT made by and between State Street Bank and Trust Company (the "Custodian") and Fund (the "Fund"). WHEREAS, the Custodian and the Fund are parties to a custodian contract dated February 1, 1980 (the "Custodian Contract") governing the terms and conditions under which the Custodian maintains custody of the securities and other assets of the Fund; and WHEREAS, the Custodian and the Fund desire to amend the Custodian Contract to provide for the maintenance of the Fund's foreign securities, and cash incidental to transactions in such securities, in the custody of certain foreign banking institutions and foreign securities depositories acting as sub-custodians in conformity with the requirements of Rule 17f-5 under the Investment Company Act of 1940; NOW THEREFORE, in consideration of the premises and covenants contained herein, the Custodian and the Fund hereby amend the Custodian Contract by the addition of the following terms and conditions; 1. Appointment of Foreign Sub-Custodians The Fund hereby authorizes and instructs the Custodian to employ as sub-custodians for the Fund's securities and other assets maintained outside the United States the foreign banking institutions and foreign securities depositories designated on Schedule A hereto ("foreign sub-custodians"). Upon receipt of "Proper Instructions", as defined in Section 2.17 of the Custodian Contract, together with a certified resolution of the Fund's Board of Directors, the Custodian and the Fund may agree to amend Schedule A hereto from time to time to designate additional foreign banking institutions and foreign securities depositories to act as sub-custodian. Upon receipt of Proper Instructions, the Fund may instruct the Custodian to cease the employment of any one or more of such sub-custodians for maintaining custody of the Fund's assets. 2. Assets to be Held The Custodian shall limit the securities and other assets maintained in the custody of the foreign sub-custodians to: (a) "foreign securities", as defined in paragraph (c)(l) of Rule 17f-5 under the Investment Company Act of 1940, and (b) cash and cash equivalents in such amounts as the Custodian or the Fund may determine to be reasonably necessary to effect the Fund's foreign securities transactions. 3. Foreign Securities Depositories Except as may otherwise be agreed upon in writing by the Custodian and the Fund, assets of the Fund shall be maintained in foreign securities depositories only through arrangements implemented by the foreign banking institutions serving as sub-custodians pursuant to the terms hereof. Where possible, such arrangements shall include entry into agreements containing the provisions set forth in Section 5 hereof. 4. Segregation of Securities The Custodian shall identify on its books as belonging to the Fund, the foreign securities of the Fund held by each foreign sub-custodian. Each agreement pursuant to which the Custodian employs a foreign banking institution shall require that such institution establish a custody account for the Custodian on behalf of the Fund and physically segregate in that account, securities and other assets of the Fund, and, in the event that such institution deposits the Fund's securities in a foreign securities depository, that it shall identify on its books as belonging to the Custodian, as agent for the Fund, the securities so deposited. 5. Agreements with Foreign Banking Institutions Each agreement with a foreign banking institution shall be substantially in the form set forth in Exhibit 1 hereto and shall provide that: (a) the Fund's assets will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign banking institution or its creditors or agents, except a claim of payment for their safe custody or administration; (b) beneficial ownership for the Fund's assets will be freely transferable without the payment of money or value other than for custody or administration; (C) adequate records will be maintained identifying the assets as belonging to the Fund; (d) officers of or auditors employed by, or other representatives of the Custodian, including to the extent permitted under applicable law the independent public accountants for the Fund, will be given access to the books and records of the foreign banking institution relating to its actions under its agreement with the Custodian; and (e) assets of the Fund held by the foreign sub-custodian will be subject only to the instructions of the Custodian or its agents. 6. Access of Independent Accountants of the Fund Upon request of the Fund, the Custodian will use its best efforts to arrange for the independent accountants of the Fund to be afforded access to the books and records of any foreign banking institution employed as a foreign sub-custodian insofar as such books and records relate to the performance of such foreign banking institution under its agreement with the Custodian. 7. Reports By Custodian The Custodian will supply to the Fund from time to time, as mutually agreed upon, statements in respect of the securities and other assets of the Fund held by foreign sub-custodians, including but not limited to an identification of entities having possession of the Fund's securities and other assets and advices or notifications of any transfers of securities to or from each custodial account maintained by a foreign banking institution for the Custodian on behalf of the Fund indicating, as to securities acquired for the Fund, the identity of the entity having physical possession of such securities. 8. Transactions in Foreign Custody Account (a) Except as otherwise provided in paragraph (b) of this Section 8, the provisions of Sections 2.2 and 2.8 of the Custodian Contract shall apply, mutatis mutandis to the foreign securities of the Fund held outside the United States by foreign sub-custodians. (b) Notwithstanding any provision of the Custodian Contract to the contrary, settlement and payment for securities received for the account of the Fund and delivery of securities maintained for the account of the Fund may be effected in accordance with the customary established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer. (c) Securities maintained in the custody of a foreign sub-custodian may be maintained in the name of such entity's nominee to the same extent as set forth in Section 2.3 of the Custodian Contract, and the Fund agrees to hold any such nominee harmless from any liability as a holder of record of such securities. 9. Liability of Foreign Sub-Custodians Each agreement pursuant to which the Custodian employs a foreign banking institution as a foreign sub-custodian shall require the institution to exercise reasonable care in the performance of its duties and to indemnify, and hold harmless, the Custodian and each Fund from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the institution's performance of such obligations. At the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a foreign banking institution as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Fund has not been made whole for any such loss, damage, cost, expense, liability or claim. 10. Liability of Custodian The Custodian shall be liable for the acts or omissions of a foreign banking institution to the same extent as set forth with respect to sub-custodians generally in the Custodian Contract and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 13 hereof, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism or otherwise resulting from a bank or a securities depository failure to exercise reasonable care. Notwithstanding the foregoing provisions of this paragraph 10, in delegating custody duties to State Street London Ltd., the Custodian shall not be relieved of any responsibility to the Fund for any loss due to such delegation, except such loss as may result from (a) political risk (including, but not limited to, exchange control restrictions, confiscation, expropriation, nationalization, insurrection, civil strife or armed hostilities) or (b) other risk of loss (excluding a bankruptcy or insolvency of State Street London Ltd. not caused by political risk) for which neither the Custodian nor State Street London Ltd. would be liable (including, but not limited to, losses due to Acts of God, nuclear incident or other losses under circumstances where the Custodian and State Street London Ltd. have exercised reasonable care). 11. Reimbursement for Advances If the Fund requires the Custodian to advance cash or securities for any purpose including the purchase or sale of foreign exchange or of contracts for foreign exchange, or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement. 12. Monitoring Responsibilities The Custodian shall furnish annually to the Fund, during the month of June, information concerning the foreign sub-custodians employed by the Custodian. Such information shall be similar in kind and scope to that furnished to the Fund in connection with the initial approval of this amendment to the Custodian Contract. In addition, the Custodian will promptly inform the Fund in the event that the Custodian learns of a material adverse change in the financial condition of a foreign sub-custodian or any material loss of the assets of the Fund or in the case of any foreign sub-custodian not the subject of an exemptive order from the Securities and Exchange Commission is notified by such foreign sub-custodian that there appears to be a substantial likelihood that its shareholders' equity will decline below $200 million (U.S. dollars or the equivalent thereof) or that its shareholders' equity has declined below $200 million (in each case computed in accordance with generally accepted U.S. accounting principles). 13. Branches of U.S. Banks (a) Except as otherwise set forth in this amendment to the Custodian Contract, the provisions hereof shall not apply where the custody of the Fund assets is maintained in a foreign branch of a banking institution which is a "bank" as defined by Section 2(a)(5) of the Investment Company Act of 1940 meeting the qualification set forth in Section 26(a) of said Act. The appointment of any such branch as a sub-custodian shall be governed by paragraph 1 of the Custodian Contract. (b) Cash held for the Fund in the United Kingdom shall be maintained in an interest bearing account established for the Fund with the Custodian's London Branch, which account shall be subject to the direction of the Custodian, State Street London Ltd. or both. 14. Applicability of Custodian Contract Except as specifically superseded or modified herein, the terms and provisions of the Custodian Contract shall continue to apply with full force and effect. IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of the 13th day of January, 1988. FINANCIAL INDUSTRIAL FUND, INC. ATTEST: /s/ Karen C. Gehlhausen By: /s/ Dan H. Hesser - ----------------------- ------------------------------ (Title) Secretary (Title), Vice President STATE STREET BANK AND TRUST COMPANY ATTEST: /s/ P. H. Larsen By: /s/ E. D. Hawkins, Jr. - ----------------------- ------------------------------ Assistant Secretary Vice President EX-99.8BAMDCUSTCONT 12 AMENDMENT TO THE CUSTODIAN CONTRACT AGREEMENT made this 7th day of July, 1988 by and between STATE STREET BANK AND TRUST COMPANY ("Custodian") and FINANCIAL INDUSTRIAL FUND, INC. (the "Fund"). WITNESSETH THAT: WHEREAS, the Custodian and the Fund are parties to a Custodian Contract dated February 1, 1980 (as amended to date, the "Contract") which governs the terms and conditions under which the Custodian maintains custody of the securities and other assets of the Fund: NOW THEREFORE, the Custodian and the Fund hereby amend the terms of the Custodian Contract and mutually agree to the following: Replace subsection 7) of Section II.B. Delivery of Securities with the following new subsection 7): 7) Upon the sale of such securities for the account of the Fund, to the broker or its clearing agent, against a receipt, for examination in accordance with "street delivery" custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian's own negligence or willful misconduct; IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by a duly authorized officer as of the day and year first above written. ATTEST FINANCIAL INDUSTRIAL FUND, INC. /s/ Karen C. Gehlhausen /s/ John M. Butler - ------------------------ ----------------------------------- ATTEST STATE STREET BANK AND TRUST COMPANY /s/ Kathy M. Kubit /s/ E. Davis Hawks, Jr. - ------------------------ ----------------------------------- Assistant Secretary Vice President EX-99.8CAMDCUSTCONT 13 AMENDMENT TO THE CUSTODIAN CONTRACT AGREEMENT made this 7th day of July, 1988 by and between STATE STREET BANK AND TRUST COMPANY ("Custodian") and FINANCIAL INDUSTRIAL FUND, INC. (the "Fund"). WITNESSETH THAT: WHEREAS, the Custodian and the Fund are parties to a Custodian Contract dated February 1, 1980 (as amended to date, the "Contract") which governs the terms and conditions under which the Custodian maintains custody of the securities and other assets of the Fund: NOW THEREFORE, the Custodian and the Fund hereby amend the terms of the Custodian Contract and mutually agree to the following: Insert as the final paragraph under VIII. Responsiblity of Custodian: If the Fund requires the Custodian to advance cash or securities for any purpose or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Contract, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of Fund assets to the extent necessary to obtain reimbursement. IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and on its behalf by a duly authorized officer as of the day and year first above written. ATTEST FINANCIAL INDUSTRIAL FUND, INC. /s/ Karen C. Gehlhausen /s/ John M. Butler - ----------------------- ----------------------------------- ATTEST STATE STREET BANK AND TRUST COMPANY /s/ Kathy M. Kubit /s/ E. Davis Hawks, Jr. - ----------------------- ----------------------------------- Assistant Secretary Vice President EX-99.8DAMDCUSTCONT 14 AMENDMENT The Custodian Contract dated February 1, 1980 between Financial Industrial Fund, Inc. (the Fund ) and State Street Bank and Trust Company (the "Custodian") is hereby amended as follows: I. Section II.A is amended to read as follows: "Holding Securities. The Custodian shall hold and physically segregate for the account of the Fund all non-cash property, including all securities owned by the Fund, other than (a) securities which are maintained pursuant to Section 2.12 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury, collectively referred to herein as "Securities System" and (b) commercial paper of an issuer for which State Street Bank and Trust Company acts as issuing and paying agent ("Direct Paper") which is deposited and/or maintained in the Direct Paper System of the Custodian pursuant to Section 2.12.A." II. Section II.B is amended to read, in relevant part as follows: "Delivery of Securities. The Custodian shall release and deliver securities owned by the Fund held by the Custodian or in a Securities System account of the Custodian or in the Custodian's Direct Paper book entry system account ("Direct Paper System Account ) only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases: 1) . . . . . . . 12) . . . ." III. Section G. is amended to read in relevant part as follows: "Payment of Fund Monies. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of the Fund in the following cases only: 1) Upon the purchase of securities, options, futures contracts or options on futures contracts for the account of the Fund but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts, to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the Investment Company Act of 1940, as amended, to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Fund or in the name of a nominee of the Custodian referred to in Section C hereof or in proper form for transfer; (b) in the case of a purchase effected through a Securities System, in accordance with the conditions set forth in Section K hereof or (c) in the case of a purchase involving the Direct Paper System, in accordance with the conditions set forth in Section K.1; or (d) in the case of repurchase agreements entered into between the Fund and the Custodian, or another bank, or a broker-dealer which is a member of NASD, (I) against delivery of the securities either in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Fund of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Fund or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined in Section 2.17;" IV. Following Section K, there is inserted a new Section K.1 to read as follows: K.1 "Fund Assets Held in the Custodian's Direct Paper System. The Custodian may deposit and/or maintain securities owned by the Fund in the Direct Paper System of the Custodian subject to the following provisions: 1) No transaction relating to securities in the Direct Paper System will be effected in the absence of Proper Instructions; 2) The Custodian may keep securities of the Fund in the Direct Paper System only if such securities are represented in an account ("Account") of the Custodian in the Direct Paper System which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers; 3) The records of the Custodian with respect to securities of the Fund which are maintained in the Direct Paper System shall identify by book-entry those securities belonging to the Fund; 4) The Custodian shall pay for securities purchased for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such payment and transfer of securities to the account of the Fund. The Custodian shall transfer securities sold for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such transfer and receipt of payment for the account of the Fund; 5) The Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund, in the form of a written advice or notice, of Direct Paper on the next business day following such transfer and shall furnish to the Fund copies of daily transaction sheets reflecting each day's transaction in the Securities System for the account of the Fund; 6) The Custodian shall provide the Fund with any report on its system of internal accounting control as the Fund may reasonably request from time to time." V. Section IX is hereby amended to read as follows: "Effective Period, Termination and Amendment This Contract shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the Custodian shall not act under Section K hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors of the Fund has approved the initial use of a particular Securities System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of such Securities System, as required in each case by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not act under Section K.1 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Directors has approved the initial use of the Direct Paper System and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Directors has reviewed the use by the Fund of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Articles of Incorporation, and further provided, that the Fund may at any time by action of its Board of Directors (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Contract, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements." Except as otherwise expressly amended and modified herein, the provisions of the Custodian Contract shall remain in full force and effect. IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in its name and on its behalf by its duly authorized representatives and its Seal to be hereto affixed as of the 20th day of April, 1989. ATTEST: FINANCIAL INDUSTRIAL FUND, INC. /s/ Al Watson By: /s/ Dan J. Hesser - ---------------------- ------------------------------ Assistant Secretary Vice President ATTEST: STATE STREET BANK AND TRUST COMPANY /s/ Richard N. Vandale By: /s/ Myrna F. Giberson - ---------------------- ------------------------------ Assistant Secretary Vice President EX-99.8EAMDCUSTCONT 15 AMENDMENT TO CUSTODIAN CONTRACT Agreement made by and between State Street Bank and Trust Company (the "Custodian") and INVESCO Growth Fund, Inc. (The "Fund"). WHEREAS, the Custodian and the Fund are parties to a custodian contract dated February 1, 1980 as amended April 21, 1989, July 7, 1988 and January 13, 1988 (the "Custodian Contract") governing the terms and conditions under which the Custodian maintains custody of the securities and other assets of the Fund; and WHEREAS, the Custodian and the Fund desire to amend the terms and conditions under which the Custodian maintains the Fund's securities and other non-cash property in the custody of certain foreign sub-custodians in conformity with the requirements of Rule 17f-5 under the Investment Company Act of 1940, as amended; NOW THEREFORE, in consideration of the premises and covenants contained herein, the Custodian and the Fund hereby amend the Custodian Contract by the addition of the following terms and provisions; 1. Notwithstanding any provisions to the contrary set forth in the Custodian Contract, the Custodian may hold securities and other non-cash property for all of its customers, including the Fund, with a foreign sub-custodian in a single account that is identified as belonging to the Custodian for the benefit of its customers, PROVIDED HOWEVER, that (i) the records of the Custodian with respect to securities and other non-cash property of the Fund which are maintained in such account shall identify by bookentry those securities and other non-cash property belonging to the Fund and (ii) the Custodian shall require that securities and other non-cash property so held by the foreign sub-custodian be held separately from any assets of the foreign sub-custodian or of others. 2. Except as specifically superseded or modified herein, the terms and provisions of the Custodian Contract shall continue to apply with full force and effect. IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed as a sealed instrument in its name and behalf by its duly authorized representative this 25th day of October, 1995. INVESCO GROWTH FUNDS, INC. By: /s/ Glen A. Payne ------------------------------ Title: Secretary STATE STREET BANK AND TRUST COMPANY By: /s/ Charles R. Whittemore, Jr. ------------------------------ Title: Vice President EX-99.8FDATAACCESS 16 DATA ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT AGREEMENT between each Fund listed on Appendix A, (individually a "Customer" and collectively, the "Customers") and State Street Bank and Trust Company ("State Street"). PREAMBLE WHEREAS, State Street has been appointed as custodian of certain assets of each Customer pursuant to a certain Custodian Agreement (the "Custodian Agreement") for each of the respective Customers; WHEREAS, State Street has developed and utilizes proprietary accounting and other systems, including State Street's proprietary Multicurrency HORIZONR Accounting System, in its role as custodian of each Customer, and maintains certain Customer- related data ("Customer Data") in databases under the control and ownership of State Street (the "Data Access Services"); and WHEREAS, State Street makes available to each Customer certain Data Access Services solely for the benefit of the Customer, and intends to provide additional services, consistent with the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the parties agree as follows: 1. SYSTEM AND DATA ACCESS SERVICES a. System. Subject to the terms and conditions of this Agreement, State Street hereby agrees to provide each Customer with access to State Street's Multicurrency HORIZONR Accounting System and the other information systems (collectively, the "System") as described in Attachment A, on a remote basis for the purpose of obtaining reports, solely on computer hardware, system software and telecommunication links, as listed in Attachment B (the "Designated Configuration") of the Customer, or certain third parties approved by State Street that serve as investment advisors or investment managers (the "Investment Advisor") or independent auditors (the "Independent Auditors") of a Customer and solely with respect to the Customer or on any designated substitute or back-up equipment configuration with State Street's written consent, such consent not to be unreasonably withheld. b. Data Access Services. State Street agrees to make available to each Customer the Data Access Services subject to the terms and conditions of this Agreement and data access operating standards and procedures as may be issued by State Street from time to time. The ability of each Customer to originate electronic instructions to State Street on behalf of each Customer in order to (i) effect the transfer or movement of cash or securities held under custody by State Street or (ii) transmit accounting or other information (such transactions are referred to herein as "Client Originated Electronic Financial Instructions"), and (iii) access data for the purpose of reporting and analysis, shall be deemed to be Data Access Services for purposes of this Agreement. c. Additional Services. State Street may from time to time agree to make available to a Customer additional Systems that are not described in the attachments to this Agreement. In the absence of any other written agreement concerning such additional systems, the term "System" shall include, and this Agreement shall govern, a Customer's access to and use of any additional System made available by State Street and/or accessed by the Customer. 2. NO USE OF THIRD PARTY SOFTWARE State Street and each Customer acknowledge that in connection with the Data Access Services provided under this Agreement, each Customer will have access, through the Data Access Services, to Customer Data and to functions of State Street's proprietary systems; provided, however that in no event will the Customer have direct access to any third party systems- level software that retrieves data for, stores data from, or otherwise supports the System. 3. LIMITATION ON SCOPE OF USE a. Designated Equipment; Designated Location. The System and the Data Access Services shall be used and accessed solely on and through the Designated Configuration at the offices of a Customer or the Investment Advisor or Independent Auditor located in Denver, Colorado ("Designated Location"). b. Designated Configuration; Trained Personnel. State Street shall be responsible for supplying, installing and maintaining the Designated Configuration at the Designated Location. State Street and each Customer agree that each will engage or retain the services of trained personnel to enable both State Street and the Customer to perform their respective obligations under this Agreement. State Street agrees to use commercially reasonable efforts to maintain the System so that it remains serviceable, provided, however, that State Street does not guarantee or assure uninterrupted remote access use of the System. c. Scope of Use. Each Customer will use the System and the Data Access Services only for the processing of securities transactions, the keeping of books of account for the Customer and accessing data for purposes of reporting and analysis. Each Customer shall not, and shall cause its employees and agents not to (i) permit any third party to use the System or the Data Access Services, (ii) sell, rent, license or otherwise use the System or the Data Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Agreement, (iii) use the System or the Data Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, (iv) allow access to the System or the Data Access Services through terminals or any other computer or telecommunications facilities located outside the Designated Locations, (v) allow or cause any information (other than portfolio holdings, valuations of portfolio holdings, and other information reasonably necessary for the management or distribution of the assets of the Customer) transmitted from State Street's databases, including data from third party sources, available through use of the System or the Data Access Services to be redistributed or retransmitted to another computer, terminal or other device for other than use for or on behalf of the Customer or (vi) modify the System in any way, including without limitation, developing any software for or attaching any devices or computer programs to any equipment, system, software or database which forms a part of or is resident on the Designated Configuration. d. Other Locations. Except in the event of an emergency or of a planned System shutdown, each Customer's access to services performed by the System or to Data Access Services at the Designated Location may be transferred to a different location only upon the prior written consent of State Street. In the event of an emergency or System shutdown, each Customer may use any back-up site included in the Designated Configuration or any other back-up site agreed to by State Street, which agreement will not be unreasonably withheld. Each Customer may secure from State Street the right to access the System or the Data Access Services through computer and telecommunications facilities or devices complying with the Designated Configuration at additional locations only upon the prior written consent of State Street and on terms to be mutually agreed upon by the parties. e. Title. Title and all ownership and proprietary rights to the System, including any enhancements or modifications thereto, whether or not made by State Street, are and shall remain with State Street. f. No Modification. Without the prior written consent of State Street, a Customer shall not modify, enhance or otherwise create derivative works based upon the System, nor shall the Customer reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. g. Security Procedures. Each Customer shall comply with data access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System on a remote basis and to access the Data Access Services. Each Customer shall have access only to the Customer Data and authorized transactions agreed upon from time to time by State Street and, upon notice from State Street, the Customer shall discontinue remote use of the System and access to Data Access Services for any security reasons cited by State Street; provided, that, in such event, State Street shall, for a period not less than 180 days (or such other shorter period specified by the Customer) after such discontinuance, assume responsibility to provide accounting services under the terms of the Custodian Agreement. h. Inspections. State Street shall have the right to inspect the use of the System and the Data Access Services by the Customer and the Investment Advisor to ensure compliance with this Agreement. The on-site inspections shall be upon prior written notice to Customer and the Investment Advisor and at reasonably convenient times and frequencies so as not to result in an unreasonable disruption of the Customer's or the Investment Advisor's business. 4. PROPRIETARY INFORMATION a. Proprietary Information. Each Customer acknowledges and State Street represents that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Customer by State Street as part of the Data Access Services and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to each Customer shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). Each Customer agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. Each Customer further acknowledges that State Street shall not be required to provide the Investment Advisor or the Investment Auditor with access to the System unless it has first received from the Investment Advisor of the Investment Auditor an undertaking with respect to State Street's Proprietary Information in the form of Attachment C and/or Attachment C-1 to this Agreement. Each Customer shall use all commercially reasonable efforts to assist State Street in identifying and preventing any unauthorized use, copying or disclosure of the Proprietary Information or any portions thereof or any of the logic, formats or designs contained therein. b. Cooperation. Without limitation of the foregoing, each Customer shall advise State Street immediately in the event the Customer learns or has reason to believe that any person to whom the Customer has given access to the Proprietary Information, or any portion thereof, has violated or intends to violate the terms of this Agreement, and each Customer will, at its expense, co- operate with State Street in seeking injunctive or other equitable relief in the name of the Customer or State Street against any such person. c. Injunctive Relief. Each Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law. In addition, State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. d. Survival. The provisions of this Section 4 shall survive the termination of this Agreement. 5. LIMITATION ON LIABILITY a. Limitation on Amount and Time for Bringing Action. Each Customer agrees any liability of State Street to the Customer or any third party arising out of State Street's provision of Data Access Services or the System under this Agreement shall be limited to the amount paid by the Customer for the preceding 24 months for such services. In no event shall State Street be liable to the Customer or any other party for any special, indirect, punitive or consequential damages even if advised of the possibility of such damages. No action, regardless of form, arising out of this Agreement may be brought by the Customer more than two years after the Customer has knowledge that the cause of action has arisen. b. NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY STATE STREET. IN NO EVENT WILL STATE STREET BE LIABLE TO THE CUSTOMER OR ANY OTHER PARTY FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE FROM THE CUSTOMER'S ACCESS TO THE SYSTEM OR USE OF INFORMATION OBTAINED THEREBY. c. Third-Party Data. Organizations from which State Street may obtain certain data included in the System or the Data Access Services are solely responsible for the contents of such data, and State Street shall have no liability for claims arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. d. Regulatory Requirements. As between State Street and each Customer, the Customer shall be solely responsible for the accuracy of any accounting statements or reports produced using the Data Access Services and the System and the conformity thereof with any requirements of law. e. Force Majeure. Neither State Street or a Customer shall be liable for any costs or damages due to delay or nonperformance under this Agreement arising out of any cause or event beyond such party's control, including without limitation, cessation of services hereunder or any damages resulting therefrom to the other party, or the Customer as a result of work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action, or communication disruption. 6. INDEMNIFICATION Each Customer agrees to indemnify and hold State Street harmless from any loss, damage or expense including reasonable attorney's fees, (a "loss") suffered by State Street arising from (i) the negligence or willful misconduct in the use by the Customer of the Data Access Services or the System, including any loss incurred by State Street resulting from a security breach at the Designated Location or committed by the Customer's employees or agents or the Investment Advisor or the Independent Auditor of the Customer and (ii) any loss resulting from incorrect Client Originated Electronic Financial Instructions. State Street shall be entitled to rely on the validity and authenticity of Client Originated Electronic Financial Instructions without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by State Street from time to time. 7. FEES Fees and charges for the use of the System and the Data Access Services and related payment terms shall be as set forth in the Custody Fee Schedule in effect from time to time between the parties (the "Fee Schedule"). Any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Agreement, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street) shall be borne by each Customer. Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street. 8. TRAINING, IMPLEMENTATION AND CONVERSION a. Training. State Street agrees to provide training, at a designated State Street training facility or at the Designated Location, to the Customer's personnel in connection with the use of the System on the Designated Configuration. Each Customer agrees that it will set aside, during regular business hours or at other times agreed upon by both parties, sufficient time to enable all operators of the System and the Data Access Services, designated by the Customer, to receive the training offered by State Street pursuant to this Agreement. b. Installation and Conversion. State Street shall be responsible for the technical installation and conversion ("Installation and Conversion") of the Designated Configuration. Each Customer shall have the following responsibilities in connection with Installation and Conversion of the System: (i) The Customer shall be solely responsible for the timely acquisition and maintenance of the hardware and software that attach to the Designated Configuration in order to use the Data Access Services at the Designated Location. (ii) State Street and the Customer each agree that they will assign qualified personnel to actively participate during the Installation and Conversion phase of the System implementation to enable both parties to perform their respective obligations under this Agreement. 9. SUPPORT During the term of this Agreement, State Street agrees to provide the support services set out in Attachment D to this Agreement. 10. TERM OF AGREEMENT a. Term of Agreement. This Agreement shall become effective on the date of its execution by State Street and shall remain in full force and effect until terminated as herein provided. b. Termination of Agreement. Any party may terminate this Agreement (i) for any reason by giving the other parties at least one-hundred and eighty days' prior written notice in the case of notice of termination by State Street to the Customer or thirty days' notice in the case of notice from the Customer to State Street of termination; or (ii) immediately for failure of the other party to comply with any material term and condition of the Agreement by giving the other party written notice of termination. In the event the Customer shall cease doing business, shall become subject to proceedings under the bankruptcy laws (other than a petition for reorganization or similar proceeding) or shall be adjudicated bankrupt, this Agreement and the rights granted hereunder shall, at the option of State Street, immediately terminate with notice to the Customer. Termination of this Agreement with respect to any given Customer shall in no way affect the continued validity of this Agreement with respect to any other Customer. This Agreement shall in any event terminate as to any Customer within 90 days after the termination of the Custodian Agreement applicable to such Customer. c. Termination of the Right to Use. Upon termination of this Agreement for any reason, any right to use the System and access to the Data Access Services shall terminate and the Customer shall immediately cease use of the System and the Data Access Services. Immediately upon termination of this Agreement for any reason, the Customer shall return to State Street all copies of documentation and other Proprietary Information in its possession; provided, however, that in the event that either State Street or the Customer terminates this Agreement or the Custodian Agreement for any reason other than the Customer's breach, State Street shall provide the Data Access Services for a period of time and at a price to be agreed upon by State Street and the Customer. 11. MISCELLANEOUS a. Assignment; Successors. This Agreement and the rights and obligations of each Customer and State Street hereunder shall not be assigned by any party without the prior written consent of the other parties, except that State Street may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by, or under common control with State Street. b. Survival. All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive the termination of this Agreement. c. Entire Agreement. This Agreement and the attachments hereto constitute the entire understanding of the parties hereto with respect to the Data Access Services and the use of the System and supersedes any and all prior or contemporaneous representations or agreements, whether oral or written, between the parties as such may relate to the Data Access Services or the System, and cannot be modified or altered except in a writing duly executed by the parties. This Agreement is not intended to supersede or modify the duties and liabilities of the parties hereto under the Custodian Agreement or any other agreement between the parties hereto except to the extent that any such agreement specifically refers to the Data Access Services or the System. No single waiver or any right hereunder shall be deemed to be a continuing waiver. d. Severability. If any provision or provisions of this Agreement shall be held to be invalid, unlawful, or unenforce able, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired. e. Governing Law. This Agreement shall be interpreted and construed in accordance with the internal laws of The Commonwealth of Massachusetts without regard to the conflict of laws provisions thereof. IN WITNESS WHEREOF, each of the undersigned Funds severally has caused this Agreement to be duly executed in its name and through its duly authorized officer as of the date hereof. STATE STREET BANK AND TRUST COMPANY By: /s/ Ronald E. Logue ------------------------------ Title: Executive Vice President ------------------------------ Date: ______________________________ EACH FUND LISTED ON APPENDIX A By: /s/ Glen A. Payne ------------------------------ Title: Secretary ------------------------------ Date: May 19, 1997 ------------------------------ APPENDIX A INVESCO FUNDS INVESCO Diversified Funds, Inc. INVESCO Small Company Value Fund INVESCO Dynamics Fund, Inc. INVESCO Dynamics Fund, Inc. INVESCO Emerging Opportunity Funds, Inc. INVESCO Small Company Growth Fund INVESCO Worldwide Emerging Markets Fund INVESCO Growth Fund, Inc. INVESCO Growth Fund, Inc. INVESCO Income Funds, Inc. INVESCO High Yield Fund INVESCO Select Income Fund INVESCO Short-Term Bond Fund INVESCO U.S. Government Bond Fund INVESCO Industrial Income Fund, Inc. INVESCO Industrial Income Fund, Inc. INVESCO International Funds, Inc. INVESCO European Fund INVESCO International Growth Fund INVESCO Pacific Basin Fund INVESCO Money Market Funds, Inc. INVESCO Cash Reserves Fund INVESCO Tax-Free Money Fund INVESCO U.S. Government Money Fund INVESCO Multiple Asset Funds, Inc. INVESCO Balanced Fund INVESCO Multi-Asset Allocation Fund INVESCO Specialty Funds, Inc. INVESCO Asian Growth Fund INVESCO European Small Company Fund INVESCO Latin American Growth Fund INVESCO Realty Fund INVESCO Worldwide Capital Goods Fund INVESCO Worldwide Communications Fund INVESCO Strategic Portfolios, Inc. Energy Portfolio Environmental Services Portfolio Financial Services Portfolio Gold Portfolio Health Sciences Portfolio Leisure Portfolio Technology Portfolio Utilities Portfolio INVESCO Tax-Free Income Funds, Inc. INVESCO Tax-Free Intermediate Bond Fund INVESCO Tax-Free Long-Term Bond Fund INVESCO Treasurer's Series Trust INVESCO Treasurer's Money Market Reserve Fund INVESCO Treasurer's Prime Reserve Fund INVESCO Treasurer's Special Reserve Fund INVESCO Treasurer's Tax-Exempt Reserve Fund INVESCO Value Trust INVESCO Intermediate Government Bond Fund INVESCO Total Return Fund INVESCO Value Equity Fund INVESCO Variable Investment Funds, Inc. INVESCO VIF-Dynamics Portfolio INVESCO VIF-Health Sciences Portfolio INVESCO VIF-High Yield Portfolio INVESCO VIF-Industrial Income Portfolio INVESCO VIF-Small Company Growth Portfolio INVESCO VIF-Technology Portfolio INVESCO VIF-Total Return Portfolio INVESCO VIF-Utilities Portfolio INVESCO VIF-Growth Portfolio* *Effective May 1, 1997. ATTACHMENT A Multicurrency HORIZON(R) Accounting System System Product Description I. The Multicurrency HORIZON(R) Accounting System is designed to provide lot level portfolio and general ledger accounting for SEC and ERISA type requirements and includes the following services: 1) recording of general ledger entries; 2) calculation of daily income and expense; 3) reconciliation of daily activity with the trial balance, and 4) appropriate automated feeding mechanisms to (i) domestic and international settlement systems, (ii) daily, weekly and monthly evaluation services, (iii) portfolio performance and analytic services, (iv) customer's internal computing systems and (v) various State Street provided information services products. II. GlobalQuest(R) GlobalQuest(R) is designed to provide customer access to the following information maintained on The Multicurrency HORIZON(R) Accounting System: 1) cash transactions and balances; 2) purchases and sales; 3) income receivables; 4) tax refund receivables; 5) daily priced positions; 6) open trades; 7) settlement status; 8) foreign exchange transactions; 9) trade history; and 10) daily, weekly and monthly evaluation services. III. HORIZON(R) Gateway. HORIZON(R) Gateway provides customers with the ability to (i) generate reports using information maintained on the Multicurrency HORIZON(R) Accounting System which may be viewed or printed at the customer's location; (ii) extract and download data from the Multicurrency HORIZON(R) Accounting System; and (iii) access previous day and historical data. The following information which may be accessed for these purposes: 1) holdings; 2) holdings pricing; 3) transactions, 4) open trades; 5) income; 6) general ledger and 7) cash. ATTACHMENT B Designated Configuration ATTACHMENT C Undertaking The undersigned understands that in the course of its employment as Investment Advisor to each of the Funds (individually a, "Customer" , collectively, the "Customers") it will have access to State Street Bank and Trust Company's ("State Street") Multicurrency HORIZON Accounting System and other information systems (collectively, the "System"). The undersigned acknowledges that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation, and other information made available to the Undersigned by State Street as part of the Data Access Services provided to the Customer and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter "Proprietary Information"). The Undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion. Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the Undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession. By: /s/ Glen A. Payne -------------------------- Title: Secretary -------------------------- Date: May 19, 1997 -------------------------- ATTACHMENT D Support During the term of this Agreement, State Street agrees to provide the following on-going support services: a. Telephone Support. The Customer Designated Persons may contact State Street's HORIZON(R) Help Desk and Customer Assistance Center between the hours of 8 a.m. and 6 p.m. (Eastern time) on all business days for the purpose of obtaining answers to questions about the use of the System, or to report apparent problems with the System. From time to time, the Customer shall provide to State Street a list of persons, not to exceed five in number, who shall be permitted to contact State Street for assistance (such persons being referred to as "the Customer Designated Persons"). b. Technical Support. State Street will provide technical support to assist the Customer in using the System and the Data Access Services. The total amount of technical support provided by State Street shall not exceed 10 resource days per year. State Street shall provide such additional technical support as is expressly set forth in the fee schedule in effect from time to time between the parties (the "Fee Schedule"). Technical support, including during installation and testing, is subject to the fees and other terms set forth in the Fee Schedule. c. Maintenance Support. State Street shall use commercially reasonable efforts to correct system functions that do not work according to the System Product Description as set forth on Attachment A in priority order in the next scheduled delivery release or otherwise as soon as is practicable. d. System Enhancements. State Street will provide to the Customer any enhancements to the System developed by State Street and made a part of the System; provided that, sixty (60) days prior to installing any such enhancement, State Street shall notify the Customer and shall offer the Customer reasonable training on the enhancement. Charges for system enhancements shall be as provided in the Fee Schedule. State Street retains the right to charge for related systems or products that may be developed and separately made available for use other than through the System. e. Custom Modifications. In the event the Customer desires custom modifications in connection with its use of the System, the Customer shall make a written request to State Street providing specifications for the desired modification. Any custom modifications may be undertaken by State Street in its sole discretion in accordance with the Fee Schedule. f. Limitation on Support. State Street shall have no obligation to support the Customer's use of the System: (1) for use on any computer equipment or telecommunication facilities which does not conform to the Designated Configuration or (ii) in the event the Customer has modified the System in breach of this Agreement. EX-99.9ATRANSFAGCY 17 TRANSFER AGENCY AGREEMENT AGREEMENT made as of this 28th day of February, 1997, between INVESCO GROWTH FUND, INC., a Maryland corporation, having its principal office and place of business at 7800 East Union Avenue, Denver, Colorado 80237 (hereinafter referred to as the "Fund") and INVESCO FUNDS GROUP, INC., a Delaware corporation, having its principal place of business at 7800 East Union Avenue, Denver, Colorado 80237 (hereinafter referred to as the "Transfer Agent"). WITNESSETH: That for and in consideration of mutual promises hereinafter set forth, the Fund and the Transfer Agent agree as follows: 1. Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: (a) "Authorized Person" shall be deemed to include the President, any Vice President, the Secretary, Treasurer, or any other person, whether or not any such person is an officer or employee of the Fund, duly authorized to give Oral Instructions and Written Instructions on behalf of the Fund as indicated in a certification as may be received by the Transfer Agent from time to time; (b) "Certificate" shall mean any notice, instruction or other instrument in writing, authorized or required by this Agreement to be given to the Transfer Agent, which is actually received by the Transfer Agent and signed on behalf of the Fund by any two officers thereof; (c) "Commission" shall have the meaning given it in the 1940 Act; (d) "Custodian" refers to the custodian of all of the securities and other moneys owned by the Fund; (e) "Oral Instructions" shall mean verbal instructions actually received by the Transfer Agent from a person reasonably believed by the Transfer Agent to be an Authorized Person; (f) "Prospectus" shall mean the currently effective prospectus relating to the Fund's Shares registered under the Securities Act of 1933; (g) "Shares" refers to the shares of common stock, $.01 par value, of the Fund; (h) "Shareholder" means a record owner of Shares; (i) "Written Instructions" shall mean a written communication actually received by the Transfer Agent where the receiver is able to verify with a reasonable degree of certainty the authenticity of the sender of such communication; and (j) The "1940 Act" refers to the Investment Company Act of 1940 and the Rules and Regulations thereunder, all as amended from time to time. 2. Representation of Transfer Agent. The Transfer Agent does hereby represent and warrant to the Fund that it has an effective registration statement on SEC Form TA-1 and, accordingly, has duly registered as a transfer agent as provided in Section 17A(c) of the Securities Exchange Act of 1934. 3. Appointment of the Transfer Agent. The Fund hereby appoints and constitutes the Transfer Agent as transfer agent for all of the Shares of the Fund authorized as of the date hereof, and the Transfer Agent accepts such appointment and agrees to perform the duties herein set forth. If the board of directors of the Fund hereafter reclassifies the Shares, by the creation of one or more additional series or otherwise, the Transfer Agent agrees that it will act as transfer agent for the Shares so reclassified on the terms set forth herein. 4. Compensation. (a) The Fund will initially compensate the Transfer Agent for its services rendered under this Agreement in accordance with the fees set forth in the Fee Schedule annexed hereto and incorporated herein. (b) The parties hereto will agree upon the compensation for acting as transfer agent for any series of Shares hereafter designated and established at the time that the Transfer Agent commences serving as such for said series, and such agreement shall be reflected in a Fee Schedule for that series, dated and signed by an authorized officer of each party hereto, to be attached to this Agreement. (c) Any compensation agreed to hereunder may be adjusted from time to time by attaching to this Agreement a revised Fee Schedule, dated and signed by an authorized officer of each party hereto, and a certified copy of the resolution of the board of directors of the Fund authorizing such revised Fee Schedule. (d) The Transfer Agent will bill the Fund as soon as practicable after the end of each calendar month, and said billings will be detailed in accordance with the Fee Schedule for the Fund. The Fund will promptly pay to the Transfer Agent the amount of such billing. 5. Documents. In connection with the appointment of the Transfer Agent, the Fund shall, on or before the date this Agreement goes into effect, file with the Transfer Agent the following documents: (a) A certified copy of the Articles of Incorporation of the Fund, including all amendments thereto, as then in effect; (b) A certified copy of the Bylaws of the Fund, as then in effect; (c) Certified copies of the resolutions of the board of directors authorizing this Agreement and designating Authorized Persons to give instructions to the Transfer Agent; (d) A specimen of the certificate for Shares of the Fund in the form approved by the board of directors, with a certificate of the Secretary of the Fund as to such approval; (e) All account application forms and other documents relating to Shareholder accounts; (f) A certified list of Shareholders of the Fund with the name, address and tax identification number of each Shareholder, and the number of Shares held by each, certificate numbers and denominations (if any certificates have been issued), lists of any accounts against which stops have been placed, together with the reasons for said stops, and the number of Shares redeemed by the Fund; (g) Copies of all agreements then in effect between the Fund and any agent with respect to the issuance, sale, or cancellation of Shares; and (h) An opinion of counsel for the Fund with respect to the validity of the Shares. 6. Further Documentation. The Fund will also furnish from time to time the following documents: (a) Each resolution of the board of directors authorizing the original issue of Shares; (b) Each Registration Statement filed with the Commission, and amendments and orders with respect thereto, in effect with respect to the sale of Shares of the Fund; (c) A certified copy of each amendment to the Articles of Incorporation and the Bylaws of the Fund; (d) Certified copies of each resolution of the board of directors designating Authorized Persons to give instructions to the Transfer Agent; (e) Certificates as to any change in any officer, director, or Authorized Person of the Fund; (f) Specimens of all new certificates for Shares accompanied by the Fund's resolutions of the board of directors approving such forms; and (g) Such other certificates, documents or opinions as may mutually be deemed necessary or appropriate for the Transfer Agent in the proper performance of its duties. 7. Certificates for Shares and Records Pertaining Thereto. (a) At the expense of the Fund, the Transfer Agent shall maintain an adequate supply of blank share certificates to meet the Transfer Agent's requirements therefor. Such share certificates shall be properly signed by facsimile. The Fund agrees that, notwithstanding the death, resignation, or removal of any officer of the Fund whose signature appears on such certificates, the Transfer Agent may continue to countersign certificates which bear such signatures until otherwise directed by the Fund. (b) The Transfer Agent agrees to prepare, issue and mail certificates as requested by the Shareholders for Shares of the Fund in accordance with the instructions of the Fund and to confirm such issuance to the Shareholder and the Fund or its designee. (c) The Fund hereby authorizes the Transfer Agent to issue replacement share certificates in lieu of certificates which have been lost, stolen or destroyed, without any further action by the board of directors or any officer of the Fund, upon receipt by the Transfer Agent of properly executed affidavits or lost certificate bonds, in form satisfactory to the Transfer Agent, with the Fund and the Transfer Agent as obligees under any such bond. (d) The Transfer Agent shall also maintain a record of each certificate issued, the number of Shares represented thereby and the holder of record. The Transfer Agent shall further maintain a stop transfer record on lost and/or replaced certificates. (e) The Transfer Agent may establish such additional rules and regulations governing the transfer or registration of certificates for Shares as it may deem advisable and consistent with such rules and regulations generally adopted by transfer agents. 8. Sale of Fund Shares. (a) Whenever the Fund or its authorized agent shall sell or cause to be sold any Shares, the Fund or its authorized agent shall provide or cause to be provided to the Transfer Agent information including: (i) the number of Shares sold, trade date, and price; (ii) the amount of money to be delivered to the Custodian for the sale of such Shares; (iii) in the case of a new account, a new account application or sufficient information to establish an account. (b) The Transfer Agent will, upon receipt by it of a check or other payment identified by it as an investment in Shares of the Fund and drawn or endorsed to the Transfer Agent as agent for, or identified as being for the account of, the Fund, promptly deposit such check or other payment to the appropriate account postings necessary to reflect the investment. The Transfer Agent will notify the Fund, or its designee, and the Custodian of all purchases and related account adjustments. (c) Upon receipt of the notification required under paragraph (a) hereof and the notification from the Custodian that such money has been received by it, the Transfer Agent shall issue to the purchaser or his authorized agent such Shares as he is entitled to receive, based on the appropriate net asset value of the Fund's Shares, determined in accordance with applicable federal law or regulation, as described in the Prospectus for the Fund. In issuing Shares to a purchaser or his authorized agent, the Transfer Agent shall be entitled to rely upon the latest written directions, if any, previously received by the Transfer Agent from the purchaser or his authorized agent concerning the delivery of such Shares. (d) The Transfer Agent shall not be required to issue any Shares of the Fund where it has received Written Instructions from the Fund or written notification from any appropriate federal or state authority that the sale of the Shares of the Fund has been suspended or discontinued, and the Transfer Agent shall be entitled to rely upon such Written Instructions or written notification. (e) Upon the issuance of any Shares of the Fund in accordance with the foregoing provision of this Article, the Transfer Agent shall not be responsible for the payment of any original issue or other taxes required to be paid by the Fund in connection with such issuance. 9. Returned Checks. In the event that any check or other order for the payment of money is returned unpaid for any reason, the Transfer Agent will: (i) give prompt notice of such return to the Fund or its designee; (ii) place a stop transfer order against all Shares issued or held on deposit as a result of such check or order; (iii) in the case of any Shareholder who has obtained redemption checks, place a stop payment order on the checking account on which such checks are issued; and (iv) take such other steps as the Transfer Agent may, in its discretion, deem appropriate or as the Fund or its designee may instruct. 10. Redemptions. (a) Redemptions By Mail or In Person. Shares of the Fund will be redeemed upon receipt by the Transfer Agent of: (i) a written request for redemption, signed by each registered owner exactly as the Shares are registered; (ii) certificates properly endorsed for any Shares for which certificates have been issued; (iii) signature guarantees to the extent required by the Transfer Agent as described in the Prospectus for the Fund; and (iv) any additional documents required by the Transfer Agent for redemption by corporations, executors, administrators, trustees and guardians. (b) Wire Orders or Telephone Redemptions. The Transfer Agent will, consistent with procedures which may be established by the Fund from time to time for redemption by wire or telephone, upon receipt of such a wire order or telephone redemption request, redeem Shares and transmit the proceeds of such redemption to the redeeming Shareholder as directed. All wire or telephone redemptions will be subject to such additional requirements as may be described in the Prospectus for the Fund. Both the Fund and the Transfer Agent reserve the right to modify or terminate the procedures for wire order or telephone redemptions at any time. (c) Processing Redemptions. Upon receipt of all necessary information and documentation relating to a redemption, the Transfer Agent will issue to the Custodian an advice setting forth the number of Shares of the Fund received by the Transfer Agent for redemption and that such shares are valid and in good form for redemption. The Transfer Agent shall, upon receipt of the moneys paid to it by the Custodian for the redemption of Shares, pay such moneys to the Shareholder, his authorized agent or legal representative. 11. Transfers and Exchanges. The Transfer Agent is authorized to review and process transfers of Shares of the Fund and to the extent, if any, permitted in the Prospectus for the Fund, exchanges between the Fund and other mutual funds advised by INVESCO Funds Group, Inc., on the records of the Fund maintained by the Transfer Agent. If Shares to be transferred are represented by outstanding certificates, the Transfer Agent will, upon surrender to it of the certificates in proper form for transfer, and upon cancellation thereof, countersign and issue new certificates for a like number of Shares and deliver the same. If the Shares to be transferred are not represented by outstanding certificates, the Transfer Agent will, upon an order therefor by or on behalf of the registered holder thereof in proper form, credit the same to the transferee on its books. If Shares are to be exchanged for Shares of another mutual fund, the Transfer Agent will process such exchange in the same manner as a redemption and sale of Shares, except that it may in its discretion waive requirements for information and documentation. 12. Right to Seek Assurances. The Transfer Agent reserves the right to refuse to transfer or redeem Shares until it is satisfied that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to make transfers or redemptions which the Transfer Agent, in its judgment, deems improper or unauthorized, or until it is satisfied that there is no basis for any claims adverse to such transfer or redemption. The Transfer Agent may, in effecting transfers, rely upon the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code, as the same may be amended from time to time, which in the opinion of legal counsel for the Fund or of its own legal counsel protect it in not requiring certain documents in connection with the transfer or redemption of Shares of the Fund, and the Fund shall indemnify the Transfer Agent for any act done or omitted by it in reliance upon such laws or opinions of counsel to the Fund or of its own counsel. 13. Distributions. (a) The Fund will promptly notify the Transfer Agent of the declaration of any dividend or distribution. The Fund shall furnish to the Transfer Agent a resolution of the board of directors of the Fund certified by the Secretary authorizing the declaration of dividends and authorizing the Transfer Agent to rely on Oral Instructions or a Certificate specifying the date of the declaration of such dividend or distribution, the date of payment thereof, the record date as of which Shareholders entitled to payment shall be determined, the amount payable per share to Shareholders of record as of that date, and the total amount payable to the Transfer Agent on the payment date. (b) The Transfer Agent will, on or before the payable date of any dividend or distribution, notify the Custodian of the estimated amount of cash required to pay said dividend or distribution, and the Fund agrees that, on or before the mailing date of such dividend or distribution, it shall instruct the Custodian to place in a dividend disbursing account funds equal to the cash amount to be paid out. The Transfer Agent, in accordance with Shareholder instructions, will calculate, prepare and mail checks to, or (where appropriate) credit such dividend or distribution to the account of, Fund Shareholders, and maintain and safeguard all underlying records. (c) The Transfer Agent will replace lost checks upon receipt of properly executed affidavits and maintain stop payment orders against replaced checks. (d) The Transfer Agent will maintain all records necessary to reflect the crediting of dividends which are reinvested in Shares of the Fund. (e) The Transfer Agent shall not be liable for any improper payments made in accordance with the resolution of the board of directors of the Fund. (f) If the Transfer Agent shall not receive from the Custodian sufficient cash to make payment to all Shareholders of the Fund as of the record date, the Transfer Agent shall, upon notifying the Fund, withhold payment to all Shareholders of record as of the record date until such sufficient cash is provided to the Transfer Agent. 14. Other Duties. In addition to the duties expressly provided for herein, the Transfer Agent shall perform such other duties and functions as are set forth in the Fee Schedules(s) hereto from time to time. 15. Taxes. It is understood that the Transfer Agent shall file such appropriate information returns concerning the payment of dividends and capital gain distributions with the proper federal, state and local authorities as are required by law to be filed by the Fund and shall withhold such sums as are required to be withheld by applicable law. 16. Books and Records. (a) The Transfer Agent shall maintain records showing for each investor's account the following: (i) names, addresses, tax identifying numbers and assigned account numbers; (ii) numbers of Shares held; (iii) historical information regarding the account of each Shareholder, including dividends paid and date and price of all transactions on a Shareholder's account; (iv) any stop or restraining order placed against a Shareholder's account; (v) information with respect to withholdings in the case of a foreign account; (vi) any capital gain or dividend reinvestment order, plan application, dividend address and correspondence relating to the current maintenance of a Shareholder's account; (vii) certificate numbers and denominations for any Shareholders holding certificates; and (viii) any information required in order for the Transfer Agent to perform the calculations contemplated or required by this Agreement. (b) Any records required to be maintained by Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed in Rule 31a-2 under the 1940 Act. Such records may be inspected by the Fund at reasonable times. The Transfer Agent may, at its option at any time, and shall forthwith upon the Fund's demand, turn over to the Fund and cease to retain in the Transfer Agent's files, records and documents created and maintained by the Transfer Agent in performance of its services or for its protection. At the end of the six-year retention period, such records and documents will either be turned over to the Fund, or destroyed in accordance with the Fund's authorization. 17. Shareholder Relations. (a) The Transfer Agent will investigate all Shareholder inquiries related to Shareholder accounts and respond promptly to correspondence from Shareholders. (b) The Transfer Agent will address and mail all communications to Shareholders or their nominees, including proxy material and periodic reports to Shareholders. (c) In connection with special and annual meetings of Shareholders, the Transfer Agent will prepare Shareholder lists, mail and certify as to the mailing of proxy materials, process and tabulate returned proxy cards, report on proxies voted prior to meetings, and certify to the Secretary of the Fund Shares to be voted at meetings. 18. Reliance by Transfer Agent; Instructions. (a) The Transfer Agent shall be protected in acting upon any paper or document believed by it to be genuine and to have been signed by an Authorized Person and shall not be held to have any notice of any change of authority of any person until receipt of written certification thereof from the Fund. It shall also be protected in processing Share certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Fund and the proper countersignature of the Transfer Agent. (b) At any time the Transfer Agent may apply to any Authorized Person of the Fund for Written Instructions, and, at the expense of the Fund, may seek advice from legal counsel for the Fund, with respect to any matter arising in connection with this Agreement, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or with the opinion of such counsel. In addition, the Transfer Agent, its officers, agents or employees, shall accept instructions or requests given to them by any person representing or acting on behalf of the Fund only if said representative is known by the Transfer Agent, its officers, agents or employees, to be an Authorized Person. The Transfer Agent shall have no duty or obligation to inquire into, nor shall the Transfer Agent be responsible for, the legality of any act done by it upon the request or direction of Authorized Persons of the Fund. (c) Notwithstanding any of the foregoing provisions of this Agreement, the Transfer Agent shall be under no duty or obligation to inquire into, and shall not be liable for: (i) the legality of the issue or sale of any Shares of the Fund, or the sufficiency of the amount to be received therefor; (ii) the legality of the redemption of any Shares of the Fund, or the propriety of the amount to be paid therefor; (iii) the legality of the declaration of any dividend by the Fund, or the legality of the issue of any Shares of the Fund in payment of any stock dividend; or (iv) the legality of any recapitalization or readjustment of the Shares of the Fund. 19. Standard of Care and Indemnification. (a) The Transfer Agent may, in connection with this Agreement, employ agents or attorneys in fact, and shall not be liable for any loss arising out of or in connection with its actions under this Agreement so long as it acts in good faith and with due diligence, and is not negligent or guilty of any willful misconduct. (b) The Fund hereby agrees to indemnify and hold harmless the Transfer Agent from and against any and all claims, demands, expenses and liabilities (whether with or without basis in fact or law) of any and every nature which the Transfer Agent may sustain or incur or which may be asserted against the Transfer Agent by any person by reason of, or as a result of: (i) any action taken or omitted to be taken by the Transfer Agent in good faith in reliance upon any Certificate, instrument, order or stock certificate believed by it to be genuine and to be signed, countersigned or executed by any duly Authorized Person, upon the Oral Instructions or Written Instructions of an Authorized Person of the Fund or upon the opinion of legal counsel for the Fund or its own counsel; or (ii) any action taken or omitted to be taken by the Transfer Agent in connection with its appointment in good faith in reliance upon any law, act, regulation or interpretation of the same even though the same may thereafter have been altered, changed, amended or repealed. However, indemnification hereunder shall not apply to actions or omissions of the Transfer Agent or its directors, officers, employees or agents in cases of its own gross negligence, willful misconduct, bad faith, or reckless disregard of its or their own duties hereunder. 20. Affiliation Between Fund and Transfer Agent. It is understood that the directors, officers, employees, agents and Shareholders of the Fund, and the officers, directors, employees, agents and shareholders of the Fund's investment adviser, INVESCO Funds Group, Inc. (the "Adviser"), are or may be interested in the Transfer Agent as directors, officers, employees, agents, shareholders, or otherwise, and that the directors, officers, employees, agents or shareholders of the Transfer Agent may be interested in the Fund as directors, officers, employees, agents, shareholders, or otherwise, or in the Adviser as officers, directors, employees, agents, shareholders or otherwise. 21. Term. (a) This Agreement shall become effective on February 28, 1997 after approval by vote of a majority (as defined in the 1940 Act) of the Fund's board of directors, including a majority of the directors who are not interested persons of the Fund (as defined in the 1940 Act), and shall continue in effect for an initial term expiring February 28, 1998 and from year to year thereafter, so long as such continuance is specifically approved at least annually both: (i) by either the board of directors or the vote of a majority of the outstanding voting securities of the Fund; and (ii) by a vote of the majority of the directors who are not interested persons of the Fund (as defined in the 1940 Act) cast in person at a meeting called for the purpose of voting upon such approval. (b) Either of the parties hereto may terminate this Agreement by giving to the other party a notice in writing specifying the date of such termination, which shall not be less than 60 days after the date of receipt of such notice. In the event such notice is given by the Fund, it shall be accompanied by a resolution of the board of directors, certified by the Secretary, electing to terminate this Agreement and designating a successor transfer agent. 22. Amendment. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties with the formality of this Agreement, and (i) authorized or approved by the resolution of the board of directors, including a majority of the directors of the Fund who are not interested persons of the Fund as defined in the 1940 Act, or (ii) authorized and approved by such other procedures as may be permitted or required by the 1940 Act. 23. Subcontracting. The Fund agrees that the Transfer Agent may, in its discretion, subcontract for certain of the services to be provided hereunder; provided, however, that the transfer agent will be liable to the Fund for any loss arising out of or in connection with the actions of any subcontractor, if the subcontractor fails to act in good faith and with due diligence or is negligent or guilty of any willful misconduct. 24. Miscellaneous. (a) Any notice and other instrument in writing, authorized or required by this Agreement to be given to the Fund or the Transfer Agent, shall be sufficiently given if addressed to that party and mailed or delivered to it at its office set forth below or at such other place as it may from time to time designate in writing. To the Fund: INVESCO Growth Fund, Inc. Post Office Box 173706 Denver, Colorado 80217-3706 Attention: Dan J. Hesser, President To the Transfer Agent: INVESCO Funds Group, Inc. Post Office Box 173706 Denver, Colorado 80217-3706 Attention: Ronald L. Grooms, Senior Vice President (b) This Agreement shall not be assignable and in the event of its assignment (in the sense contemplated by the 1940 Act), it shall automatically terminate. (c) This Agreement shall be construed in accordance with the laws of the State of Colorado. (d) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original; but such counterparts shall, together, constitute only one instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective corporate officers thereunder duly authorized and their respective corporate seals to be hereunto affixed, as of the day and year first above written. INVESCO GROWTH FUND, INC. By: /s/ Dan J. Hesser ------------------------- Dan J. Hesser, President ATTEST: /s/ Glen A. Payne - ------------------------ Glen A. Payne, Secretary INVESCO FUNDS GROUP, INC. By: /s/ Ronald L. Grooms ------------------------- Ronald L. Grooms, Senior Vice President ATTEST: /s/ Glen A. Payne - ------------------------ Glen A. Payne, Secretary FEE SCHEDULE for Services Pursuant to Transfer Agency Agreement, dated February 28, 1997, between INVESCO Growth Fund, Inc. (the "Fund") and INVESCO Funds Group, Inc. as Transfer Agent (the "Agreement"). Account Maintenance Charges. Fees are based on an annual charge set forth below per shareholder account or omnibus account participant for account maintenance, as described in the Agreement. This charge, in the amount of $20.00 per shareholder account per year, or in the case of omnibus accounts that are invested in the Fund, $20.00 per participant in such accounts per year, is billable monthly at the rate of one-twelfth (1/12) of the annual fee. A charge is made for an account in the month that it opens or closes, as well as in each month which the account remains open, regardless of the account balance. Expenses. The Fund shall not be liable for reimbursement to the Transfer Agent of expenses incurred by it in the performance of services pursuant to the Agreement, provided, however, that nothing herein or in the Agreement shall be construed as affecting in any manner any obligations assumed by the Fund with respect to expense payment or reimbursement pursuant to a separate written agreement between the Fund and the Transfer Agent or any affiliate thereof. Effective this 28th day of February, 1997. INVESCO GROWTH FUND, INC. By: /s/ Dan J. Hesser ------------------------ Dan J. Hesser, President ATTEST: /s/ Glen A. Payne - ------------------------ Glen A. Payne, Secretary INVESCO FUNDS GROUP, INC. By: /s/ Ronald L. Grooms ------------------------ Ronald L. Grooms, ATTEST: Senior Vice President /s/ Glen A. Payne - ------------------------ Glen A. Payne, Secretary EX-99.9BADMINSERVAG 18 ADMINISTRATIVE SERVICES AGREEMENT AGREEMENT made as of the 28th day of February, 1997, in Denver, Colorado, by and between INVESCO GROWTH FUND, INC., a Maryland corporation (the "Fund"), and INVESCO FUNDS GROUP, INC., a Delaware corporation (hereinafter referred to as "INVESCO"). WHEREAS, the Fund is engaged in business as an open-end management investment company, is registered as such under the Investment Company Act of 1940, as amended (the "Act"), and is authorized to issue one class of shares; and WHEREAS, INVESCO is registered as an investment adviser under the Investment Advisers Act of 1940, and engages in the business of acting as investment adviser and providing certain other administrative, sub-accounting and recordkeeping services to certain investment companies, including the Fund; and WHEREAS, the Fund desires to retain INVESCO to render certain administrative, sub-accounting and recordkeeping services (the "Services") in the manner and on the terms and conditions hereinafter set forth; and WHEREAS, INVESCO desires to be retained to perform such services on said terms and conditions; NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, the Fund and INVESCO agree as follows: 1. The Fund hereby retains INVESCO to provide, or, upon receipt of written approval of the Fund arrange for other companies, including affiliates of INVESCO, to provide to the Fund: A) such sub-accounting and recordkeeping services and functions as are reasonably necessary for the operation of the Fund. Such services shall include, but shall not be limited to, preparation and maintenance of the following required books, records and other documents: (1) journals containing daily itemized records of all purchases and sales, and receipts and deliveries of securities and all receipts and disbursements of cash and all other debits and credits, in the form required by Rule 31a-1(b)(1) under the Act; (2) general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, in the form required by Rules 31a-1(b)(2)(i) - (iii) under the Act; (3) a securities record or ledger reflecting separately for each portfolio security as of trade date all "long" and "short" positions carried by the Fund for the account of the Fund, if any, and showing the location of all securities long and the off-setting position to all securities short, in the form required by Rule 31a-1(b)(3) under the Act; (4) a record of all portfolio purchases or sales, in the form required by Rule 31a-1(b)(6) under the Act; (5) a record of all puts, calls, spreads, straddles and all other options, if any, in which the Fund has any direct or indirect interest or which the Fund has granted or guaranteed, in the form required by Rule 31a-1(b)(7) under the Act; (6) a record of the proof of money balances in all ledger accounts maintained pursuant to this Agreement, in the form required by Rule 31a-1(b)(8) under the Act; and (7) price make-up sheets and such records as are necessary to reflect the determination of the Fund's net asset value. The foregoing books and records shall be maintained and preserved by INVESCO in accordance with and for the time periods specified by applicable rules and regulations, including Rule 31a-2 under the Act. All such books and records shall be the property of the Fund and, upon request therefor, INVESCO shall surrender to the Fund such of the books and records so requested; and B) such sub-accounting, recordkeeping and administrative services and functions, which shall be furnished by a wholly-owned subsidiary of INVESCO, as are reasonably necessary for the operation of Fund shareholder accounts maintained by certain retirement plans and employee benefit plans for the benefit of participants in such plans. Such services and functions shall include, but shall not be limited to: (1) establishing new retirement plan participant accounts; (2) receipt and posting of weekly, bi-weekly and monthly retirement plan contributions; (3) allocation of contributions to each participant's individual Fund account; (4) maintenance of separate account balances for each source of retirement plan money (i.e., Company, Employee, Voluntary, Rollover) invested in the Fund; (5) purchase, sale, exchange or transfer of monies in the retirement plan as directed by the relevant party; (6) distribution of monies for participant loans, hardships, terminations, death or disability payments; (7) distribution of periodic payments for retired participants; (8) posting of distributions of interest, dividends and long-term capital gains to participants by the Fund; (9) production of monthly, quarterly and/or annual statements of all Fund activity for the relevant parties; (10) processing of participant maintenance information for investment election changes, address changes, beneficiary changes and Qualified Domestic Relations Orders; (11) responding to telephone and written inquiries concerning Fund investments, retirement plan provisions and compliance issues; (12) performing discrimination testing and counseling employers on cure options on failed tests; (13) preparation of 1099R and W2P participant IRS tax forms; (14) preparation of, or assisting in the preparation of, 5500 Series tax forms, Summary Plan Descriptions and Determination Letters; and (15) reviewing legislative and IRS changes to keep the retirement plan in compliance with applicable law. 2. INVESCO shall, at its own expense, maintain such staff and employ or retain such personnel and consult with such other persons as it shall from time to time determine to be necessary or useful to the performance of its obligations under this Agreement. Without limiting the generality of the foregoing, such staff and personnel shall be deemed to include officers of INVESCO and persons employed or otherwise retained by INVESCO to provide or assist in providing the Services to the Fund. 3. INVESCO shall, at its own expense, provide such office space, facilities and equipment (including, but not limited to, computer equipment, communication lines and supplies) and such clerical help and other services as shall be necessary to provide the Services to the Fund. In addition, INVESCO may arrange on behalf of the Fund to obtain pricing information regarding the Fund's investment securities from such company or companies as are approved by a majority of the Fund's board of directors; and, if necessary, the Fund shall be financially responsible to such company or companies for the reasonable cost of providing such pricing information. 4. The Fund will, from time to time, furnish or otherwise make available to INVESCO such information relating to the business and affairs of the Fund as INVESCO may reasonably require in order to discharge its duties and obligations hereunder. 5. For the services rendered, facilities furnished, and expenses assumed by INVESCO under this Agreement, the Fund shall pay to INVESCO a $10,000 per year base fee, plus an additional fee, computed on a daily basis and paid on a monthly basis. For purposes of each daily calculation of this additional fee, the most recently determined net asset value of the Fund, as determined by a valuation made in accordance with the Fund's procedure for calculating the Fund's net asset value as described in the Fund's Prospectus and/or Statement of Additional Information, shall be used. The additional fee to INVESCO under this Agreement shall be computed at the annual rate of 0.015% of the Fund's daily net assets as so determined. During any period when the determination of a the Fund's net asset value is suspended by the directors of the Fund, the net asset value of a share of the Fund as of the last business day prior to such suspension shall, for the purpose of this Paragraph 5, be deemed to be the net asset value at the close of each succeeding business day until it is again determined. 6. INVESCO will permit representatives of the Fund including the Fund's independent auditors to have reasonable access to the personnel and records of INVESCO in order to enable such representatives to monitor the quality of services being provided and the level of fees due INVESCO pursuant to this Agreement. In addition, INVESCO shall promptly deliver to the board of directors of the Fund such information as may reasonably be requested from time to time to permit the board of directors to make an informed determination regarding continuation of this Agreement and the payments contemplated to be made hereunder. 7. This Agreement shall remain in effect until no later than February 28, 1998 and from year to year thereafter provided such continuance is approved at least annually by the vote of a majority of the directors of the Fund who are not parties to this Agreement or "interested persons" (as defined in the Act) of any such party, which vote must be cast in person at a meeting called for the purpose of voting on such approval; and further provided, however, that (a) the Fund may, at any time and without the payment of any penalty, terminate this Agreement upon thirty days written notice to INVESCO; (b) the Agreement shall immediately terminate in the event of its assignment (within the meaning of the Act and the Rules thereunder) unless the Board of Directors of the Fund approves such assignment; and (c) INVESCO may terminate this Agreement without payment of penalty on sixty days written notice to the Fund. Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postage pre-paid, to the other party at the principal office of such party. 8. This Agreement shall be construed in accordance with the laws of the State of Colorado and the applicable provisions of the Act. To the extent the applicable law of the State of Colorado or any of the provisions herein conflict with the applicable provisions of the Act, the latter shall control. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the day and year first above written. INVESCO GROWTH FUND, INC. By: /s/ Dan J. Hesser --------------------------- ATTEST: Dan J. Hesser President /s/ Glen A. Payne - ------------------- Glen A. Payne Secretary INVESCO FUNDS GROUP, INC. By: /s/ Ronald L. Grooms --------------------------- ATTEST: Ronald L. Grooms Senior Vice President /s/ Glen A. Payne - ------------------- Glen A. Payne Secretary EX-99.10OPINION 19 KIRKPATRICK & LOCKHART LLP 1800 MASSACHUSETTS AVENUE, N.W. 2ND FLOOR WASHINGTON, D.C. 20036-1800 TELEPHONE (202) 778-9000 FACSIMILE (202) 778-9100 October 27, 1997 INVESCO Growth Fund, Inc. 7800 E. Union Avenue Denver, Colorado 80237 Dear Sir/Madam: INVESCO Growth Fund, Inc. ("Fund") is a corporation organized under the laws of the State of Maryland on July 8, 1935. You have requested our opinion regarding certain matters in connection with the Fund's issuance of shares of its capital stock (the "Shares"). We have, as counsel, participated in various business and other proceedings relating to the Fund. We have examined copies, either certified or otherwise proved to be genuine, of the Articles of Incorporation and By-Laws of the Fund, the minutes of meetings of its board of directors and other documents relating to its organization and operation, and we are generally familiar with its business affairs. Based upon the foregoing, it is our opinion that the Shares of the Fund may be legally and validly issued in accordance with the Fund's Articles of Incorporation and By-Laws and subject to compliance with the Securities Act of 1933, the Investment Company Act of 1940 and applicable state laws regulating the offer and sale of securities; and when so issued, the Shares will be legally issued, fully paid and non-assessable by the Fund. We hereby consent to the filing of this opinion in connection with Post-Effective Amendment No. 72 to the Fund's Registration Statement on Form N-1A (File No. 2-11236) to be filed with the Securities and Exchange Commission. We also consent to the reference to our firm under the caption "Legal Counsel" in the Statement of Additional Information filed as part of the Registration Statement. Very truly yours, KIRKPATRICK & LOCKHART LLP By: /s/ Susan M. Casey ------------------ Susan M. Casey EX-99.11CONSENT 20 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Prospectus and Statement of Additional Information constituting parts of this Post-Effective Amendment No. 72 to the registration statement on Form N-1A (the "Registration Statement") of our report dated Octoberl 28, 1997, relating to the financial statements and financial highlights appearing in the August 31, 1997, Annual report to Shareholders of INVESCO Growth Fund Inc., which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the heading "Financial Highlights" in the Prospectus and under the headings "Independent Accountants" and "Financial Statements" in the Statement of Additional Information. /s/ Price Waterhouse LLP - ------------------------- Price Waterhouse LLP Denver, Colorado October 28, 1997 EX-99.15APLAGDIST 21 PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12b-1 PLAN AND AGREEMENT made as of the 16th day of April, 1990, by and between Financial Industrial Fund, Inc., a Maryland corporation (hereinafter called the "Company") and Financial Programs, Inc., a Delaware corporation ("Programs"). 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 its shares in accordance with this Plan and Agreement of Distribution pursuant to Rule 12b-1 under the Act (the "Plan and Agreement"); and WHEREAS, Programs 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 "Disinterested 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 Programs 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 Programs to provide distribution services beyond those required by the General Distribution 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 the assets of the Company to finance certain activities in connection with distribution of the Company's shares. 2. Subject to the supervision of the board of directors, the Company hereby retains Programs to promote the distribution of the Company's shares by providing services and engaging in activities beyond those specifically required by the Distribution Agreement between the Company and Programs and to provide related services. The activities and services to be provided by Programs 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 render distribution and administrative service in connection with the distribution of the Company's shares; (b) the printing and distribution of reports and prospectuses for the use of potential investors in the Company; (c) 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) such other services and activities as may from time to time be agreed upon by the Company. 3. Programs hereby undertakes to use its best efforts to promote sales of shares of the Company to investors 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 shall reimburse Programs to such extent, for Programs' actual direct expenditures incurred over a rolling twelve-month period in engaging in the activities and providing the services specified in paragraph (2) above, an amount computed at an annual rate of .25 of 1% of the average daily net assets of the Company during the month. Programs shall not be entitled hereunder to reimbursement for overhead expenses (overhead expenses defined as customary overhead not including the costs of Programs' personnel whose primary responsibilities involve marketing of the Financial Funds. Payments by the Company hereunder, for any month, may be made only with respect to expenditures incurred by Programs during the rolling twelve- month period in which that month falls, and any expenditures incurred in excess of the limitation described above are not reimbursable. No payments will be made by the Company hereunder after the date of termination of the Plan and Agreement. 5. To the extent that expenditures made by Programs out of its own resources to finance any activity primarily intended to result in the sale of 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 Programs shall provide and the board of directors of the Company shall review, at least quarterly, a written report of all amounts expended pursuant to the Plan and Agreement. Each such report shall itemize the kinds of expenses incurred for which reimbursement is being made and the purposes and the amounts of such expenses, and shall itemize the direct expenditure of amounts by the Company as authorized by the penultimate sentence of paragraph (4) above. Upon request, but no less frequently than annually, Programs 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 each become effective immediately upon approval by a vote of a majority of the outstanding voting securities of the Company as defined in the Act, and shall continue in effect for a period of one year from the date of such approval 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, 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 Company. Programs, 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 Company, may terminate the Agreement under this Plan, without penalty, upon 30 days' written notice to the other party. In the event that neither Programs nor any affiliate of Programs serves the Company as investment adviser, the agreement with Programs 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. 9. This Plan may not be amended to increase the amount to be spent by the Company hereunder without approval of shareholders of the Company. 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 Programs pursuant to a plan, it shall terminate automatically in the event of such "assignment." Upon a termination of the agreement with Programs, 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 Programs, or the adoption of other arrangements regarding the use of the amounts authorized to be paid by the Company 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 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 law of the State of Colorado, or any provisions herein, conflict with the applicable provisions of the Act, the latter shall control. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Plan and Agreement on the day and year first above written. FINANCIAL INDUSTRIAL FUND, INC. By: /s/ John M. Butler -------------------------- John M. Butler, President ATTEST: /s/ Glen A. Payne ------------------------ Glen A. Payne, Secretary INVESCO FUNDS GROUP, INC. By: /s/ Dan H. Hesser -------------------------- Dan J. Hesser, Executive Vice President ATTEST: /s/ Glen A. Payne ------------------------ Glen A. Payne, Secretary EX-99.15BAMDPLAGDIS 22 AMENDMENT OF PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12B-1 This Amendment of Plan and Agreement of Distribution Pursuant to Rule 12b-1 (this "Amendment") is entered into as of the 19th day of July, 1995, by and between INVESCO Growth Fund, Inc., a Maryland corporation formerly known as Financial Industrial Fund, Inc. (the "Company"), and INVESCO Funds Group, Inc., a Delaware corporation formerly known as Financial Programs, Inc. ("Programs"). WHEREAS, the Company and Programs have entered into a Plan and Agreement of Distribution Pursuant to Rule 12b-1, dated as of April 16, 1990 (the "Plan and Agreement"); and WHEREAS, the Plan and Agreement may be amended provided that all material amendments to the Plan and Agreement are 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 and, provided further, that the Plan may not be amended to increase the amount to be spent by the Company thereunder without approval of a majority of the outstanding voting securities of the Company; and WHEREAS, the Company has determined to amend the Plan, and the Company and Programs have mutually determined to amend the Agreement, in the manner set forth in this Amendment, and such amendments were 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 held on July 19, 1995, called for the purpose of voting on such amendments; and WHEREAS, the Company has determined that the amendments to the Plan contained in this Amendment will not increase the amount to be spent by the Company under the Plan, and therefore do not require the approval of a majority of the outstanding voting securities of the Company; NOW, THEREFORE, the parties hereby agree as follows: 1. All capitalized terms used in this Amendment, unless otherwise defined, shall have the meanings assigned to them in the Plan and Agreement. 2. The Company hereby adopts the amendments to the Plan set forth below, and the Company and Programs hereby agree to the amendments to the Agreement set forth below. 3. Section 2 of the Plan and Agreement is hereby amended to read as follows: Subject to the supervision of the board of directors, the Company hereby retains Programs to promote the distribution of the Company shares by providing services and engaging in activities beyond those specifically required by the Distribution Agreement between the Company and Programs and to provide related services. The activities and services to be provided by Programs 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 Programs-affiliated companies, that render distribution and administrative services in connection with the distribution of the Company's 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 Programs' own staff, the staff of Programs-affiliated companies, or third parties. 4. Except to the extent modified by this Amendment, the Plan and Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment on the day and year first above written. INVESCO Growth Fund, Inc. By: /s/ Dan J. Hesser ------------------------- Dan J. Hesser, President ATTEST: /s/ Glen A. Payne ------------------------ Glen A. Payne, Secretary INVESCO Funds Group, Inc. By: /s/ Ronald L. Grooms ------------------------- Ronald L. Grooms, Senior Vice President ATTEST: /s/ Glen A. Payne ------------------------ Glen A. Payne, Secretary EX-99.15CPLAGDIST 23 AMENDED PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12b-1 PLAN AND AGREEMENT made as of 1st day of January, 1997, by and between INVESCO Growth Fund, Inc., a Maryland corporation (hereinafter called the "Company"), and INVESCO FUNDS GROUP, Inc., a Delaware corporation ("INVESCO"). 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 its shares in accordance with this Plan and Agreement of Distribution pursuant to Rule 12b-1 under the Act (the "Plan and Agreement"); and WHEREAS, INVESCO 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 "Disinterested 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 INVESCO 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 INVESCO to provide distribution services beyond those required by the General Distribution 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 the assets of the Company to finance certain activities in connection with distribution of the Company's shares. 2. Subject to the supervision of the board of directors, the Company hereby retains INVESCO to promote the distribution of shares of the Company by providing services and engaging in activities beyond those specifically required by the Distribution Agreement between the Company and INVESCO and to provide related services. The activities and services to be provided by INVESCO 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 INVESCO-affiliated companies, that render distribution and administrative services in connection with the distribution of the Company's 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 INVESCO's own staff, the staff of INVESCO- affiliated companies, or third parties. 3. INVESCO hereby undertakes to use its best efforts to promote sales of shares of the Company to investors 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 shall pay INVESCO to such extent, to enable INVESCO at its discretion to engage over a rolling twelve-month period (or the rolling twenty-four month period specified below) in the activities and provide the services specified in paragraph (2) above, an amount computed at an annual rate of .25 of 1% of the average daily net assets of the Company during the month. INVESCO shall not be entitled hereunder to payment for overhead expenses (overhead expenses defined as customary overhead NOT including the costs of INVESCO's personnel whose primary responsibilities involve marketing of the INVESCO Funds). Payments by the Company hereunder, for any month, may be used to compensate INVESCO for: (a) activities engaged in and services provided by INVESCO during the rolling twelve-month period in which that month falls, or (b) to the extent permitted by applicable law, for any month during the first twenty-four months following the Company's commencement of operations, activities engaged in and services provided by INVESCO during the rolling twenty-four month period in which that month falls, and any obligations incurred by INVESCO in excess of the limitation described above shall not be paid for out of Fund assets. The Company shall not be authorized to expend, for any month, a greater percentage of its assets to pay INVESCO for activities engaged in and services provided by INVESCO during the rolling twenty-four month period referred to above than it would otherwise be authorized to expend out of its assets to pay INVESCO for activities engaged in and services provided by INVESCO during the rolling twelve-month period referred to above, and the Company shall not be authorized to expend, for any month, a greater percentage of its assets to pay INVESCO for activities engaged in and services provided by INVESCO pursuant to the Plan and Agreement than it would otherwise have been authorized to expend out of its assets to reimburse INVESCO for expenditures incurred by INVESCO pursuant to the Plan and Agreement as it existed prior to February 5, 1997. No payments will be made by the Company hereunder after the date of termination of the Plan and Agreement. 5. To the extent that obligations incurred by INVESCO out of its own resources to finance any activity primarily intended to result in the sale of 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 INVESCO shall provide to the board of directors of the Company, at least quarterly, a written report of all moneys spent by INVESCO 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 INVESCO to a Fund as authorized by the penultimate sentence of paragraph (4) above. Upon request, but no less frequently than annually, INVESCO 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 each become effective immediately upon approval by a vote of a majority of the outstanding voting securities of the Company as defined in the Act, and shall continue in effect until February 5, 1998 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, 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 Company. INVESCO, 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 Company, may terminate the Agreement under this Plan, without penalty, upon 30 days' written notice to the other party. In the event that neither INVESCO nor any affiliate of INVESCO serves the Company as investment adviser, the agreement with INVESCO 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. 9. This Plan may not be amended to increase the amount to be spent by the Company hereunder without approval of a majority of the outstanding voting securities of the Company. 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 INVESCO pursuant to a plan, it shall terminate automatically in the event of such "assignment." Upon a termination of the agreement with INVESCO, 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 INVESCO, 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 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 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. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Plan and Agreement on the 5th day of February, 1997. INVESCO GROWTH FUND, INC. By: /s/ Dan J. Hesser ------------------------ Dan J. Hesser, President ATTEST: /s/ Glen A. Payne ------------------------ Glen A. Payne, Secretary INVESCO FUNDS GROUP, INC. By: /s/ Ronald L. Grooms ------------------------ Ronald L. Grooms, Senior Vice President ATTEST: /s/ Glen A. Payne ------------------------ Glen A. Payne, Secretary EX-99.15DPLAGDIST 24 AMENDED PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12b-1 PLAN AND AGREEMENT made as of 30th day of September, 1997, by and between INVESCO GROWTH FUND, INC., a Maryland corporation (hereinafter called the "Company"), and INVESCO DISTRIBUTORS, INC., a Delaware corporation ("INVESCO"). 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 its shares in accordance with this Plan and Agreement of Distribution pursuant to Rule 12b-1 under the Act (the "Plan and Agreement"); and WHEREAS, INVESCO 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 "Disinterested 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 INVESCO 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 INVESCO to provide distribution services beyond those required by the General Distribution 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 the assets of the Company to finance certain activities in connection with distribution of the Company's shares. 2. Subject to the supervision of the board of directors, the Company hereby retains INVESCO to promote the distribution of shares of the Company by providing services and engaging in activities beyond those specifically required by the Distribution Agreement between the Company and INVESCO and to provide related services. The activities and services to be provided by INVESCO 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 INVESCO-affiliated companies, that render distribution and administrative services in connection with the distribution of the Company's 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 INVESCO's own staff, the staff of INVESCO- affiliated companies, or third parties. 3. INVESCO hereby undertakes to use its best efforts to promote sales of shares of the Company to investors 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 shall pay INVESCO to such extent, to enable INVESCO at its discretion to engage over a rolling twelve-month period (or the rolling twenty-four month period specified below) in the activities and provide the services specified in paragraph (2) above, an amount computed at an annual rate of .25 of 1% of the average daily net assets of the Company during the month. INVESCO shall not be entitled hereunder to payment for overhead expenses (overhead expenses defined as customary overhead not including the costs of INVESCO's personnel whose primary responsibilities involve marketing of the INVESCO Funds). Payments by the Company hereunder, for any month, may be used to compensate INVESCO for: (a) activities engaged in and services provided by INVESCO during the rolling twelve-month period in which that month falls, or (b) to the extent permitted by applicable law, for any month during the first twenty-four months following the Company's commencement of operations, activities engaged in and services provided by INVESCO during the rolling twenty-four month period in which that month falls, and any obligations incurred by INVESCO in excess of the limitation described above shall not be paid for out of Fund assets. The Company shall not be authorized to expend, for any month, a greater percentage of its assets to pay INVESCO for activities engaged in and services provided by INVESCO during the rolling twenty-four month period referred to above than it would otherwise be authorized to expend out of its assets to pay INVESCO for activities engaged in and services provided by INVESCO during the rolling twelve-month period referred to above, and the Company shall not be authorized to expend, for any month, a greater percentage of its assets to pay INVESCO for activities engaged in and services provided by INVESCO pursuant to the Plan and Agreement than it would otherwise have been authorized to expend out of its assets to reimburse INVESCO for expenditures incurred by INVESCO pursuant to the Plan and Agreement as it existed prior to February 5, 1997. No payments will be made by the Company hereunder after the date of termination of the Plan and Agreement. 5. To the extent that obligations incurred by INVESCO out of its own resources to finance any activity primarily intended to result in the sale of 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 INVESCO shall provide to the board of directors of the Company, at least quarterly, a written report of all moneys spent by INVESCO 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 INVESCO to a Fund as authorized by the penultimate sentence of paragraph (4) above. Upon request, but no less frequently than annually, INVESCO 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 each become effective immediately since the predecessor Plan and Agreement had already been approved by a vote of a majority of the outstanding voting securities of the Company as defined in the Act, and shall continue in effect until September 30, 1998 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, 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 Company. INVESCO, 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 Company, may terminate the Agreement under this Plan, without penalty, upon 30 days' written notice to the other party. In the event that neither INVESCO nor any affiliate of INVESCO serves the Company as investment adviser, the agreement with INVESCO 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. 9. This Plan may not be amended to increase the amount to be spent by the Company hereunder without approval of a majority of the outstanding voting securities of the Company. 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 INVESCO pursuant to a plan, it shall terminate automatically in the event of such "assignment." Upon a termination of the agreement with INVESCO, 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 INVESCO, 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 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 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. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Plan and Agreement on the 30th day of September, 1997. INVESCO GROWTH FUND, INC. By: /s/ Dan J. Hesser ------------------------ Dan J. Hesser, President ATTEST: /s/ Glen A. Payne ------------------------ Glen A. Payne, Secretary INVESCO DISTRIBUTORS, INC. By: /s/ Ronald L. Grooms ------------------------ Ronald L. Grooms, Senior Vice President ATTEST: /s/ Glen A. Payne ------------------------ Glen A. Payne, Secretary EX-99.16SCHEDCOMPU 25 SCHEDULE FOR COMPUTATION OF PERFORMANCE DATA Total return performance for the one-year, five-year, and ten-year periods ended August 31, 1988, was -23.42%, 7.07%, and 12.22%, respectively. Total return performance for each of the periods indicated was computed by finding the average annual compounded rates of return that would equate the initial amount invested to the ending redeemable value, according to the following formula: P(1 + T)exponent n = ERV where: P = initial payment of $1,000 T = average annual total return n = number of years ERV = ending redeemable value of initial payment The total return performance figures shown above were determined by solving the above formula for "T" for each time period and Portfolio indicated. SEC REPORTING TOTAL RETURN Formula in release P = $1,000 initial payment T = average annual total return n = number of years ERV = ending redeemable value P(1+T)exponent n = ERV The formula given on pages 64 and 65 of the Release is written to solve for Ending Redeemable Value. However, the quantity to be reported is T (Average Annual Total Return). Because P, n, and ERV are known values, we have solved for T as follows: T = [nth root of (ERV/P)] - 1 and have reported those amounts as the total return. EX-27.FDSGROWTH 26
6 0000110042 INVESCO GROWTH FUND, INC. YEAR AUG-31-1997 AUG-31-1997 672489569 709880100 23266475 94246 140385 733381206 23036148 0 1124603 24160751 0 506691202 117112178 109680469 (24778) 0 165163500 0 37390531 709220455 8006006 857195 (34666) 7244363 1584172 185903395 (23243958) 162659437 0 1500483 84751427 0 113639331 121110949 14903327 112494421 17416 64023674 0 0 3922981 0 7293273 678530759 5.44 0.01 1.39 0.01 0.77 0.00 6.06 1 0 0
EX-99.POAGRAMM 27 POWER OF ATTORNEY The person executing this Power of Attorney hereby appoints Edward F. O'Keefe and Glen A. Payne, or either of them, as his attorney-in-fact to execute and to file such Registration Statements under federal and state securities laws and such Post-Effective Amendments to such Registration Statements of the hereinafter described entities as such attorney-in-fact, or either of them, may deem appropriate: INVESCO Capital Appreciation Funds, Inc. INVESCO Diversified Funds, Inc. INVESCO Emerging Opportunity Funds, Inc. INVESCO Growth Fund, Inc. INVESCO Income Funds, Inc. INVESCO Industrial Income Fund, Inc. INVESCO International Funds, Inc. INVESCO Money Market Funds, Inc. INVESCO Multiple Asset Funds, Inc. INVESCO Specialty Funds, Inc. INVESCO Strategic Portfolios, Inc. INVESCO Tax-Free Income Funds, Inc. INVESCO Value Trust INVESCO Variable Investment Funds, Inc. This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of the 25th day of August, 1997. /s/ Wendy L. Gramm ------------------------------------------ Wendy L. Gramm STATE OF District of ) Columbia ) COUNTY OF ) SUBSCRIBED, SWORN TO AND ACKNOWLEDGED before me by Wendy L. Gramm, as a director or trustee of each of the above-described entities, this 25th day of August, 1997. /s/ Margaret Foster ------------------------------------------ Notary Public My Commission Expires: Feb. 14, 2000 ------------- EX-99.POASOLL 28 POWER OF ATTORNEY The person executing this Power of Attorney hereby appoints Edward F. O'Keefe and Glen A. Payne, or either of them, as his attorney-in-fact to execute and to file such Registration Statements under federal and state securities laws and such Post-Effective Amendments to such Registration Statements of the hereinafter described entities as such attorney-in-fact, or either of them, may deem appropriate: INVESCO Diversified Funds, Inc. INVESCO Dynamics Fund, Inc. INVESCO Emerging Opportunity Funds, Inc. INVESCO Growth Fund, Inc. INVESCO Income Funds, Inc. INVESCO Industrial Income Fund, Inc. INVESCO International Funds, Inc. INVESCO Money Market Funds, Inc. INVESCO Multiple Asset Funds, Inc. INVESCO Specialty Funds, Inc. INVESCO Strategic Portfolios, Inc. INVESCO Tax-Free Income Funds, Inc. INVESCO Value Trust INVESCO Variable Investment Funds, Inc. This Power of Attorney, which shall not be affected by the disability of the undersigned, is executed and effective as of the 4th day of June, 1997. /s/ Larry Soll ------------------------- Larry Soll STATE OF WASHINGTON ) ) COUNTY OF SAN JUAN ) SUBSCRIBED, SWORN TO AND ACKNOWLEDGED before me by Larry Soll, as a director or trustee of each of the above-described entities, this 4th day of June, 1997. Mary Paulette Weaver -------------------- Notary Public My Commission Expires: 1-27-99 ------- -----END PRIVACY-ENHANCED MESSAGE-----