AMENDED PLAN AND AGREEMENT OF DISTRIBUTION
PURSUANT TO RULE 12b-1
PLAN AND AGREEMENT made as of the 30th day of September, 1997, by and
between INVESCO Tax-Free 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 two 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 Funds Group, Inc. and its 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 Funds Group, Inc. and its 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 upon
approval 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 TAX-FREE INCOME
FUNDS, INC.
By: /s/ Xxx X. Xxxxxx
--------------------------------
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
