AMENDMENT TO THE
OMNIBUS ACCOUNT SERVICES AGREEMENT
This Amendment is dated as of the ~~ day of April, 2003 by and between
INVESCO Funds Group, Inc. and INVESCO Distributors, Inc. (collectively, the
"Fund Party") and American United Life Insurance Co. (the "Agent") as parties to
the Omnibus Account Services Agreement dated May 16, 2001 (the "Agreement").
WHEREAS, the parties listed above entered into an Agreement pursuant to
which the Agent performs certain distribution, recordkeeping, shareholder
communication and administrative services on behalf of the Fund Party and;
WHEREAS, Fund Party and Agent desire to amend said Agreement in the manner
hereinafter set forth;
NOW THEREFORE, pursuant to Section 12 of the Agreement, Fund Party and
Agent hereby amend the Agreement in the following form:
1. Schedule I is deleted in its entirety and replaced by the following:
This Schedule dated as of April 2003 shall apply to the following
funds:
INVESCO Dynamics Fund - Investor Class & Class K
INVESCO Growth Fund - Investor Class & Class K
INVESCO Growth & Income Fund - Investor Class & Class K
INVESCO Mid-Cap Growth Fund - Investor Class & Class K
INVESCO Small Company Growth Fund - Investor Class & Class K
INVESCO S&P Index Fund - Investor Class
INVESCO Value Equity Fund - Investor Class & Class K
INVESCO High Yield Fund - Investor Class & Class K
INVESCO Select Income Fund - Investor Class & Class K
INVESCO Tax-Free Bond Fund - Investor Class
INVESCO U.S. Government Securities Fund - Investor Class
INVESCO Balanced Fund - Investor Class & Class K
INVESCO Core Equity Fund - Investor Class & Class K
INVESCO Total Return Fund - Investor Class & Class K
INVESCO Energy Fund - Investor Class & Class K
INVESCO Financial Services Fund - Investor Class & Class K
INVESCO Gold & Precious Metals Fund - Investor Class
INVESCO Health Sciences Fund - Investor Class & Class K
INVESCO Leisure Fund - Investor Class & Class K
INVESCO Real Estate Opportunity Fund - Investor Class
INVESCO Technology Fund - Investor Class & Class K
INVESCO Telecommunications Fund - Investor Class & Class K
INVESCO Utilities Fund - Investor Class
INVESCO European Fund - Investor Class & Class K
INVESCO International Blue Chip Value Fund - Investor Class
2. Schedule IV is deleted in its entirety and replaced by the following:
For performance of Services as outlined in Schedule III, Agent, with
respect to participants accounts utilizing Program Shares that are
holding Investor Class Shares in which the average account balance
exceeds $1,000 per Fund and total omnibus investment account per Agent
exceeds $1,000,000, shall receive a service fee calculated as follows:
With respect to Program Shares holding Investor Class shares,
Fund Party shall pay an annualized service fee out of the
transfer agency fees that it receives from Investor Class shares
of the Funds equal to 10 basis points per participant account
that is open during any monthly period. Agent shall also receive
an annualized fee authorized pursuant to a plan and agreement
under Rule 12b-1 entered into with INVESCO Distributors, Inc.
equal to 25 basis points of the average net asset value of
outstanding Investor Class Program Shares.
For performance of Services as outlined in Schedule III, Agent, with
respect to participants accounts utilizing Program Shares that are
holding Class K Shares in which the average account balance exceeds
$1,000 per Fund or total omnibus investment account per Agent exceeds
$1,000,000, shall receive a service fee calculated as follows:
With respect to Program Shares holding Class K shares, Fund Party
shall pay an annualized service fee out of the transfer agency
fees that it receives from Class K shares of the Funds equal to
15 basis points per participant account that is opened during any
monthly period. Agent shall also receive an annualized fee
authorized pursuant to a plan and agreement under Rule 12b-1
entered into with INVESCO Distributors, Inc. equal to 45 basis
points of the average net asset value of outstanding Class K
Program Shares.
All fees shall be invoiced by Agent in accordance with instructions as
provided by Fund Party and must be received by Fund Party in proper
form within 30 days of each month following the month for which the
invoice is submitted.
Agent shall also include with the invoice a report showing the total
number of active individual customers or participants owning shares in
each Fund through Agent's omnibus account(s). No fees shall be payable
with respect to Fund shares held by Agent in accounts for which an
invoice is not timely provided in proper form to Fund Party.
The parties agree, except as expressed herein, that all other terms and
conditions the Agreement shall remain in full force and effect.
IN WITNESS THEREOF, Fund Party and Agent have caused this Amendment to be
executed by their duly authorized officers effective as of the date first
written above.
INVESCO FUNDS GROUP, INC. INVESCO DISTRIBUTORS, INC.
By: /s/ Ribakd ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. Gr oms Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President Title: Senior Vice President
AMERICAN UNITED LIFE INSURANCE CO.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President, Retirement Services Marketing