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 Industrial Income 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 INDUSTRIAL INCOME
FUND, INC.
By: /s/ Xxx X. Xxxxxx
------------------------
Xxx X. Xxxxxx, President
ATTEST: /s/ Xxxx X. Xxxxx
------------------------
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
