AMENDMENT OF PLAN AND AGREEMENT OF DISTRIBUTION
PURSUANT TO RULE 12b-1
THIS Amendment of Plan and Agreement of Distribution Pursuant to Rule
12b-1 (this "Amendment") is entered into as of the 19th day of July, 1995, 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 and INVESCO have entered into a Plan and Agreement of
Distribution Pursuant to Rule 12b-1, dated as of April 30, 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,
case 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 a Fund thereunder without approval of a majority of the
outstanding voting securities of that Fund; 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 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 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.
4. Section 4 of the Plan and Agreement is hereby amended to
read as follows:
Each 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 (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 month 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 Tax-Free 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 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
