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 INCOME 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 the shares of
each of its four classes or series of common stock, each of which represents an
interest in a separate portfolio of investments, together with any additional
such classes or series that may hereafter be offered to the public
(individually, a "Fund" and collectively, the "Funds"), 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 shares of
each of the Funds 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 shares of each of the Funds; (b) the printing and
distribution of reports and prospectuses for the use of potential
investors in each 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, the staff of INVESCO-affiliated companies, or third
parties.
3. INVESCO hereby undertakes to use its best efforts to promote sales
of shares of each of the Funds 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. Each Fund 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 Fund 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 a Fund 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 a Fund'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. No
Fund shall 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 no Fund shall
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 a Fund, pursuant to this Plan
and Agreement or otherwise, may be deemed to constitute the
indirect use of Fund 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 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 as to any 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 that 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 such 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 a Fund hereunder without approval of a majority of the
outstanding voting securities of that 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
each 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 Funds 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 INCOME 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
--------------------
Xxxxxx X. Xxxxxx,
Senior Vice President
ATTEST: /s/ Xxxx X. Xxxxx
---------------------------
Xxxx X. Xxxxx, Secretary
