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 MULTIPLE ASSET FUNDS, 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
and the Company shall not be authorized to above, 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 MULTIPLE ASSET FUNDS, INC.
By: /s/ Xxx X. Xxxxxx
----------------------------------
Xxx X. Xxxxxx, President
ATTEST: /s/ Xxxx X. Xxxxx
---------------------
Xxxx X. Xxxxx, Secretary
INVESCO DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx,
Senior Vice President
ATTEST: /s/ Xxxx X. Xxxxx
----------------------
Xxxx X. Xxxxx, Secretary
