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 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
each of its two classes or series of common stock, each of which represents an
interest in a separate portfolio of investments, together with any additional
such classes or series that may hereafter be offered to the public
(individually, a "Fund" and collectively, the "Funds"), 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 shares of each of the Funds 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
shares of each of the Funds; (b) the printing and
distribution of reports and prospectuses for the use of
potential investors in each 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, the staff of INVESCO-affiliated
companies, or third parties.
3. INVESCO hereby undertakes to use its best efforts to promote sales
of shares of each of the Funds 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. Each Fund 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 Fund
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 a Fund 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 a Fund'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.
No Fund shall 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 no Fund shall 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 a 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 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 as to any 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 that 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 such
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 a Fund hereunder without approval of a majority
of the outstanding voting securities of that 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 each 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 Funds 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 TAX-FREE INCOME
FUNDS, INC.
By: /s/ Xxx X. Xxxxxx
--------------------------------
Xxx X. Xxxxxx, President
ATTEST: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx,
Senior Vice President
ATTEST: /s/ Xxxx X. Xxxxx
---------------------------
Xxxx X. Xxxxx, Secretary
