AMENDED PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12b-1
PLAN AND AGREEMENT made as of 30th of September, 1997, by and between
INVESCO EMERGING OPPORTUNITY 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 above. 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 become effective with respect to the
INVESCO European and International Growth Funds on November 1, 1997
and shall continue in effect until November 1, 1998 with respect to
the INVESCO European and INVESCO International Growth Funds.
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 EMERGING OPPORTUNITY
FUNDS, 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
INVESCO DISTRIBUTORS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx,
Senior Vice President
ATTEST: /s/ Xxxx X. Xxxxx
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