AMENDED PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12b-1
AMENDED PLAN AND AGREEMENT made as of 1st of December, 1997, by and
between INVESCO STRATEGIC PORTFOLIOS, 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 Amended Plan and Agreement of Distribution pursuant to Rule
12b-1 under the Act (the "Amended Plan and Agreement"); and
WHEREAS, INVESCO desires to be retained to perform services in accordance
with such Amended Plan and Agreement and on said terms and conditions; and
WHEREAS, this Amended 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 Amended Plan
and Agreement (the "Disinterested Directors") cast in person at a meeting called
for the purpose of voting on this Amended 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 Amended 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 Amended 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 Amended 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 Amended 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
Amended Plan and Agreement.
7. This Amended Plan and Agreement shall become effective with
respect to the INVESCO Energy, Financial, Gold, Health Sciences,
Leisure, Technology and Utilities Portfolios on November 1, 1997
and shall continue in effect until November 1, 1998 with respect to
such Funds. This Amended Plan and Agreement shall be come effective
with respect to the INVESCO Environmental Services Portfolio on
December 1, 1997 and shall continue in effect until December 1, 1998
with respect to such Portfolio. Thereafter, the Amended 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 Amended 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 Amended 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 Amended 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 Amended 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 Amended 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 Amended
Plan and Agreement on the 1st day of December, 1997.
INVESCO STRATEGIC PORTFOLIOS, 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
------------------------
Xxxx X. Xxxxx, Secretary
