Invesco Industrial Income Fund Inc – ‘485APOS’ on 8/29/95 – EX-9.A

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-9.A   —   Voting Trust Agreement

                                                              EXHIBIT 9(a)

AMENDMENT NO. 3   
to  
FEE SCHEDULE  

for   

     Services  Pursuant to Transfer  Agency  Agreement,  dated January 21, 1991,
between  Financial  Industrial  Income Fund, Inc. (the "Fund") and INVESCO Funds
Group, Inc. as Transfer Agent (the "Agreement").                                

      Account Maintenance Charges.  Fees are based on an annual charge set forth
below per  shareholder  account  or  omnibus  account  participant  for  account
maintenance, as described in the Agreement. This charge, in the amount of $14.00
per  shareholder  account per year, or in the case of omnibus  accounts that are
invested  in the Fund  $14.00 per  participant  in such  accounts  per year,  is
billable  monthly at the rate of one-twelfth  (1/12) of the annual fee. A charge
is made for an account in the month that it opens or closes,  as well as in each
month which the account remains open, regardless of the account balance.        

      Expenses.  The Fund shall not be liable for  reimbursement to the Transfer
Agent of expenses  incurred by it in the performance of services pursuant to the
Agreement,  provided,  however, that nothing herein or in the Agreement shall be
construed as affecting  in any manner any  obligations  assumed by the Fund with
respect  to expense  payment or  reimbursement  pursuant  to a separate  written
agreement between the Fund and the Transfer Agent or any affiliate thereof.     

Effective this 1st day of April, 1994.                              

                    Financial 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