AMENDMENT OF PLAN AND AGREEMENT OF DISTRIBUTION
PURSUANT TO RULE 12B-1
This Amendment of Plan and Agreement of Distribution Pursuant to Rule 1
2b-1 (this "Amendment") is entered into as of the 19th day of July, 1995, by and
between INVESCO Multiple Asset Funds, Inc., a Maryland corporation (the
"Company"), and INVESCO Funds Group, Inc., a Delaware corporation ("INVESCO").
WHEREAS, the Company and INVESCO have entered into a Plan and Agreement of
Distribution Pursuant to Rule 12b-1, dated as of October 20, 1993 (the "Plan and
Agreement"); and
WHEREAS, the Plan and Agreement may be amended provided that all material
amendments to the Plan and Agreement are 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
and, provided further, that the Plan may not be amended to increase the amount
to be spent by the Company thereunder without approval of a majority of the
outstanding voting securities of the Company; and
WHEREAS, the Company has determined to amend the Plan, and the Company and
INVESCO have mutually determined to amend the Agreement, in the manner set forth
in this Amendment, and such amendments were 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 held on July 19, 1995, called for the purpose of
voting on such amendments; and
WHEREAS, the Company has determined that the amendments to the Plan
contained in this Amendment will not increase the amount to be spent by any Fund
under the Plan, and therefore do not require the approval of a majority of the
outstanding voting securities of any Fund;
NOW, THEREFORE, the parties hereby agree as follows:
1. All capitalized terms used in this amendment, unless otherwise defined,
shall have the meanings assigned to them in the Plan and Agreement.
2. The Company hereby adopts the amendments to the Plan set forth below,
and the Company and INVESCO hereby agree to the amendments to the Agreement set
forth below.
3. Section 2 of the Plan and Agreement is hereby amended to read as
follows:
Subject to the supervision of the board of directors, the Company hereby
retains INVESCO to promote the distribution of the Companys shares 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' own staff, the staff of INVESCO-affiliated companies, or third
parties.
4. Section 4 of the Plan and Agreement is hereby amended to read as
follows:
Each Fund is hereby authorized to expense, 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 (or the
rolling twenty-four month period specified below) 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: (a)
expenditures incurred 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, expenditures incurred by INVESCO during the
rolling twenty-four month period in which that months falls, and any
expenditures incurred in excess of the limitations described above are not
reimbursable. No Fund shall be authorized to expend, for any month, a
greater amount out of its assets to reimburse INVESCO for expenditures
incurred during the rolling twenty-four month period referred to above than
it would otherwise be authorized to expend out of its assets to reimburse
INVESCO for expenditures incurred 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. Except to the extent modified by this Amendment, the Plan and Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment on the day and year first above written.
INVESCO Multiple Asset 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 Funds Group, Inc.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx,
Senior Vice President
ATTEST: /s/ Xxxx X. Xxxxx
-------------------------
Xxxx X. Xxxxx, Secretary
