PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12b-1
PLAN AND AGREEMENT made as of the 30th day of April, 1993, by and between
INVESCO Tax-Free Income Funds, 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 the shares of
its class or series of common stock, which represents an interest in a portfolio
of investment, together with any additional such classes or series that may
hereafter be offered to the public (the "Fund"), 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. Each Fund 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 the Company's
shares of the Fund 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 render
distribution and administrative services in connection with the
distribution of the shares of the Fund; (b) the printing and
distribution of reports and prospectuses for the use of potential
investors in the Fund; (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 or third parties.
3. INVESCO hereby undertakes to use its best efforts to promote sales
of shares of the Fund 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 Fund is hereby authorized to expend, out of its assets, on a
monthly basis, and shall reimburse INVESCO to such extent, for
INVESCO's 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 Fund
during the month. INVESCO shall not be entitled hereunder to
reimbursement 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 a Fund hereunder, for any month, may be made
only with respect to expenditures incurred by INVESCO 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 INVESCO out of its own
resources to finance any activity primarily intended to result in
the sale of shares of the Fund, pursuant to this Plan and Agreement
or otherwise, may be deemed to constitute the indirect use of Fund
assets, such indirect use of Fund 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 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 purposes and the amounts of such actual
expenses incurred for which reimbursement is being made, and shall
itemize the direct expenditure of amounts by the 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 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 as to the Fund, 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 Fund. 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 Fund, may terminate the Agreement under this Plan as to the
Fund, 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 Fund. 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 Fund 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 Fund 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 Fund 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 day and year first above written.
INVESCO TAX-FREE INCOME FUNDS, INC.
By: /s/ Xxxx X. Xxxxxx, President
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Xxxx X. Xxxxxx, President
ATTEST: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, President
ATTEST: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Secretary
