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,
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
-----------------------------
Xxxx X. Xxxxxx, President
ATTEST: /s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
INVESCO FUNDS GROUP, INC.
By: /s/ Xxx X. Xxxxxx
------------------------
Xxx X. Xxxxxx, President
ATTEST: /s/ Xxxx X. Xxxxx
-------------------------
Xxxx X. Xxxxx, Secretary
