Invesco Industrial Income Fund Inc – ‘485APOS’ on 8/29/95 – EX-15

As of:  Tuesday, 8/29/95   ·   Accession #:  35732-95-6   ·   File #s:  2-15382, 811-00893

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485APOS     Post-Effective Amendment                              63    257K 
 2: EX-1        Underwriting Agreement                                 2     10K 
 3: EX-9.A      Voting Trust Agreement                                 1      6K 
 4: EX-11       Statement re: Computation of Earnings Per Share        1      5K 
 5: EX-15       Letter re: Unaudited Interim Financial Information     2     12K 
 6: EX-17       Letter re: Departure of Director                       2±     7K 

EX-15   —   Letter re: Unaudited Interim Financial Information

EX-15
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                                                              EXHIBIT 15

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  Industrial  Income Fund, Inc., a Maryland  corporation (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:                                                                        

EX-15
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      Subject to the  supervision of the board of directors,  the Company hereby
      retains  Programs to promote the  distribution of the Company's  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 Industrial Income Fund, Inc.

                                     By: /s/ Dan J. Hesser
                                              ------------------------
                                              Dan J. Hesser, President

ATTEST: /s/ Glen A. Payne                                           
------------------------                              
Glen A. Payne, Secretary                              

                                                       INVESCO Funds Group, Inc.

                                        By: /s/ Ronald L. Grooms
                                                  --------------------------
                                           Ronald L. Grooms,
                                               Senior Vice President

ATTEST: /s/ Glen A. Payne                                           
----------------------                              
Glen A. Payne, Secretary                              

Dates Referenced Herein

				Referenced-On Page
This ‘485APOS’ Filing		Date		First		Last			Other Filings
Filed on:		8/29/95							None on these Dates
		7/19/95		1
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