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 Growth Fund, Inc., a Maryland corporation formerly known as
Financial Industrial Fund, Inc. (the "Company"), and INVESCO Funds Group, Inc.,
a Delaware corporation formerly known as Financial Programs, Inc. ("Programs").
WHEREAS, the Company and Programs have entered into a Plan and Agreement
of Distribution Pursuant to Rule 12b-1, dated as of April 16, 1990 (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
Programs 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 the
Company under the Plan, and therefore do not require the approval of a majority
of the outstanding voting securities of the Company;
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 Programs 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 Programs to promote the distribution of
the Company shares by providing services and engaging in
activities beyond those specifically required by the
Distribution Agreement between the Company and Programs and to
provide related services. The activities and services to be
provided by Programs 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 Programs-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 Programs'
own staff, the staff of Programs-affiliated companies, or
third parties.
4. 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 Growth Fund, Inc.
By: /s/ Xxx X. Xxxxxx
-------------------------
Xxx X. Xxxxxx, President
ATTEST: /s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
INVESCO Funds Group, Inc.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
Xxxxxx X. Xxxxxx,
Senior Vice President
ATTEST: /s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
