Exhibit (e)(1)
UNDERWRITING AGREEMENT
THIS AGREEMENT is made this 1st day of July, 2003, between each of the
registered investment companies listed on Schedule A as may be amended from time
to time, each a Maryland corporation (each individually referred to as the
"Company") on behalf of those series of the Company listed on Schedule A as may
be amended from time to time (the "Series"), and A I M DISTRIBUTORS, INC., a
Delaware corporation (the "Underwriter").
W I T N E S S E T H:
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), as a diversified, open-end
management investment company and currently has one class of shares which is
divided into series, and which may be divided into additional series (the shares
of each Series which are covered by this Agreement are referred to herein as the
"Shares"), each representing an interest in a separate portfolio of investments,
and it is in the interest of the Company to offer the Shares for sale
continuously; and
WHEREAS, the Underwriter is engaged in the business of selling shares of
investment companies either directly to investors or through other securities
dealers; and
WHEREAS, the Company and the Underwriter wish to enter into an agreement
with each other with respect to the continuous offering of the Shares of each
Series in order to promote growth of the Company and facilitate the distribution
of the Shares;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. The Company hereby appoints the Underwriter its agent for the
distribution of Shares of each Series in jurisdictions wherein such
Shares legally may be offered for sale; provided, however, that the
Company in its absolute discretion may (a) issue or sell Shares of
each Series directly to purchasers, or (b) issue or sell Shares of a
particular Series to the shareholders of any other Series or to the
shareholders of any other investment company, for which the
Underwriter or any affiliate thereof shall act as exclusive
distributor, who wish to exchange all or a portion of their
investment in Shares of such Series or in shares of such other
investment company for the Shares of a particular Series.
Notwithstanding any other provisions hereof, the Company may
terminate, suspend or withdraw the offering of Shares whenever, in
the Company's sole discretion, it deems such action to be desirable.
The Company reserves the right to reject any subscription in whole or
in part for any reason.
2. The Underwriter hereby agrees to serve as agent for the distribution
of the Shares and agrees that it will use its best efforts with
reasonable promptness to sell such part of the authorized Shares
remaining unissued as from time to time mayl be effectively
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registered under the Securities Act of 1933, as amended (the "1933
Act"), at such prices and on such terms as hereinafter set forth, all
subject to applicable federal and state securities laws and
regulations. Nothing herein shall be construed to prohibit the
Underwriter from engaging in other related or unrelated businesses.
3. In addition to serving as the Company's agent in the distribution of
the Shares, the Underwriter shall also provide to the holders of the
Shares certain maintenance, support or similar services ("Shareholder
Services"). Such services shall include, without limitation,
answering routine shareholder inquiries regarding the Shares,
assisting shareholders in considering whether to change dividend
options and helping to effectuate such changes, arranging for bank
wires, and providing such other services as the Company may
reasonably request from time to time. It is expressly understood that
the Underwriter or the Company may enter into one or more agreements
with third parties pursuant to which such third parties may provide
the Shareholder Services provided for in this paragraph. Nothing
herein shall be construed to impose upon the Underwriter any duty or
expense in connection with the services of any registrar, transfer
agent or custodian appointed by the Company, the computation of the
asset value or offering price of Shares, the preparation and
distribution of notices of meetings, proxy soliciting material,
annual and periodic reports, dividends and dividend notices, or any
other responsibility of the Company.
4. Except as otherwise specifically provided for in this Agreement, the
Underwriter shall sell the Shares directly to purchasers, or through
qualified broker-dealers or others, in such manner, not inconsistent
with the provisions hereof and the then effective Registration
Statement of the Company under the 1933 Act (the "Registration
Statement") and related Prospectus (the "Prospectus") and Statement
of Additional Information ("SAI") of the Company as the Underwriter
may determine from time to time; provided that no broker-dealer or
other person shall be appointed or authorized to act as agent of the
Company without the prior consent of the directors (the "Directors")
of the Company. The Underwriter will require each broker-dealer to
conform to the provisions hereof and of the Registration Statement
(and related Prospectus and SAI) at the time in effect under the 1933
Act with respect to the public offering price of the Shares of any
Series. The Company will have no obligation to pay any commissions or
other remuneration to such broker-dealers.
5. The Shares of each Series offered for sale or sold by the Underwriter
shall be offered or sold at the net asset value per share determined
in accordance with the then current Prospectus and/or SAI relating to
the sale of the Shares of the appropriate Series except as departure
from such prices shall be permitted by the then current Prospectus
and/or SAI of the Company, in accordance with applicable rules and
regulations of the Securities and Exchange Commission. The price that
the Company shall receive for the Shares of each Series purchased
from the Company shall be the net asset value per share of such
Shares, determined in accordance with the Prospectus and/or SAI
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applicable to the sale of the Shares of such Series.
6. Except as may be otherwise agreed to by the Company, the Underwriter
shall be responsible for issuing and delivering such confirmations of
sales made by it pursuant to this Agreement as may be required;
provided, however, that the Underwriter or the Company may utilize
the services of other persons or entities believed to be competent to
perform such functions. Shares shall be registered on the transfer
books of the Company in such names and denominations as the
Underwriter may specify.
7. The Company will execute any and all documents and furnish any and
all information which may be reasonably necessary in connection with
the qualification of the Shares for sale (including the qualification
of the Company as a broker-dealer where necessary or advisable) in
such states as the Underwriter may reasonably request (it being
understood that the Company shall not be required without its consent
to comply with any requirement which in the opinion of the Directors
of the Company is unduly burdensome). The Underwriter, at its own
expense, will effect all qualifications of itself as broker or
dealer, or otherwise, under all applicable state or Federal laws
required in order that the Shares may be sold in such states or
jurisdictions as the Company may reasonably request.
8. The Company shall prepare and furnish to the Underwriter from time to
time the most recent form of the Prospectus and/or SAI of the Company
and/or of each Series of the Company. The Company authorizes the
Underwriter to use the Prospectus and/or SAI, in the forms furnished
to the Underwriter from time to time, in connection with the sale of
the Shares of the Company and/or of each Series of the Company. The
Company will furnish to the Underwriter from time to time such
information with respect to the Company, each Series, and the Shares
as the Underwriter may reasonably request for use in connection with
the sale of the Shares. The Underwriter agrees that it will not use
or distribute or authorize the use, distribution or dissemination by
broker-dealers or others in connection with the sale of the Shares
any statements, other than those contained in a current Prospectus
and/or SAI of the Company or applicable Series, except such
supplemental literature or advertising as shall be lawful under
federal and state securities laws and regulations, and that it will
promptly furnish the Company with copies of all such material.
9. The Underwriter will not make, or authorize any broker-dealers or
others to make any short sales of the Shares of the Company or
otherwise make any sales of the Shares unless such sales are made in
accordance with a then current Prospectus and/or SAI relating to the
sale of the applicable Shares.
10. The Underwriter, as agent of and for the account of the Company, may
cause the redemption or repurchase of the Shares at such prices and
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upon such terms and conditions as shall be specified in a then
current Prospectus and/or SAI. In selling, redeeming or repurchasing
the Shares for the account of the Company, the Underwriter will in
all respects conform to the requirements of all state and federal
laws and the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., relating to such sale, redemption or
repurchase, as the case may be. The Underwriter will observe and be
bound by all the provisions of the Articles of Incorporation or
Bylaws of the Company and of any provisions in the Registration
Statement, Prospectus and SAI, as such may be amended or supplemented
from time to time, notice of which shall have been given to the
Underwriter, which at the time in any way require, limit, restrict or
prohibit or otherwise regulate any action on the part of the
Underwriter.
11. (a) The Company shall indemnify, defend and hold harmless the
Underwriter, its officers and directors and any person who
controls the Underwriter within the meaning of Section 15 of the
1933 Act, from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any attorney
fees incurred in connection therewith), which the Underwriter,
its officers and directors or any such controlling person, may
incur under the federal securities laws, the common law or
otherwise, arising out of or based upon any alleged untrue
statement of a material fact contained in the Registration
Statement or any related Prospectus and/or SAI or arising out of
or based upon any alleged omission to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading, except insofar as such
claims, demands, liabilities or expenses arise out of or are
based upon any such untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in
conformity with information furnished in writing by the
Underwriter to the Company for use in the Registration Statement
or any related Prospectus and/or SAI.
Notwithstanding the foregoing, this indemnity agreement, to the
extent that it might require indemnity of the Underwriter or any
person who is an officer, director of controlling person of the
Underwriter, shall not inure to the benefit of the Underwriter
or officer, director or controlling person thereof unless a
court of competent jurisdiction shall determine, or it shall
have been determined by controlling precedent, that such result
would not be against public policy as expressed in the federal
securities laws and in no event shall anything contained herein
be so construed as to protect the Underwriter against any
liability to the Company, the Directors or the Company's
shareholders to which the Underwriter would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence
in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
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This indemnity agreement is expressly conditioned upon the
Company's being notified of any action brought against the
Underwriter, its officers or directors or any such controlling
person, which notification shall be given by letter or by
telegram addressed to the Company at its principal address in
Denver, Colorado and sent to the Company by the person against
whom such action is brought within ten (10) days after the
summons or other first legal process shall have been served upon
the Underwriter, its officers or directors or any such
controlling person. The failure to notify the Company of any
such action shall not relieve the Company from any liability
which it may have to the person against whom such action is
brought by reason of any such alleged untrue statement or
omission otherwise than on account of the indemnity agreement
contained in this paragraph. The Company shall be entitled to
assume the defense of any suit brought to enforce such claim,
demand, or liability, but in such case the defense shall be
conducted by counsel chosen by the Company and approved by the
Underwriter, which approval shall not be unreasonably withheld.
If the Company elects to assume the defense of any such suit and
retain counsel approved by the Underwriter, the defendant or
defendants in such suit shall bear the fees and expenses of any
additional counsel obtained by any of them. Should the Company
elect not to assume the defense of any such suit, or should the
Underwriter not approve of counsel chosen by the Company, the
Company will reimburse the Underwriter, its officers and
directors or the controlling person or persons named as
defendant or defendants in such suit, for the reasonable fees
and expenses of any counsel retained by the Underwriter or them.
In addition, the Underwriter shall have the right to employ
counsel to represent it, its officers and directors and any such
controlling person who may be subject to liability arising out
of any claim in respect of which indemnity may be sought by the
Underwriter against the Company hereunder if in the reasonable
judgment of the Underwriter it is advisable for the Underwriter,
its officers and directors or such controlling person to be
represented by separate counsel, in which event the reasonable
fees and expenses of such separate counsel shall be borne by the
Company. This indemnity agreement and the Company's
representations and warranties in this Agreement shall remain
operative and in full force and effect and shall survive the
delivery of any of the Shares as provided in this Agreement.
This indemnity agreement shall inure exclusively to the benefit
of the Underwriter and its successors, the Underwriter's
officers and directors and their respective estates and any such
controlling person and their successors and estates. The Company
shall promptly notify the Underwriter of the commencement of any
litigation or proceeding against it in connection with the issue
and sale of the Shares.
(b) The Underwriter agrees to indemnify, defend and hold harmless
the Company, its Directors and any person who controls the
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Company within the meaning of Section 15 of the 1933 Act, from
and against any and all claims, demands, liabilities and
expenses (including the cost of investigating or defending such
claims, demands or liabilities and any attorney fees incurred in
connection therewith) which the Company, its Directors or any
such controlling person may incur under the Federal securities
laws, the common law or otherwise, but only to the extent that
such liability or expense incurred by the Company, its Directors
or such controlling person resulting from such claims or demands
shall arise out of or be based upon (a) any alleged untrue
statement of a material fact contained in information furnished
in writing by the Underwriter to the Company specifically for
use in the Registration Statement or any related Prospectus
and/or SAI or shall arise out of or be based upon any alleged
omission to state a material fact in connection with such
information required to be stated in the Registration Statement
or the related Prospectus and/or SAI or necessary to make such
information not misleading and (b) any alleged act or omission
on the Underwriter's part as the Company's agent that has not
been expressly authorized by the Company in writing.
Notwithstanding the foregoing, this indemnity agreement, to the
extent that it might require indemnity of the Company or any
Director or controlling person of the Company, shall not inure
to the benefit of the Company or Director or controlling person
thereof unless a court of competent jurisdiction shall
determine, or it shall have been determined by controlling
precedent, that such result would not be against public policy
as expressed in the federal securities laws and in no event
shall anything contained herein be so construed as to protect
any Director of the Company against any liability to the Company
or the Company's shareholders to which the Director would
otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence or reckless disregard of the duties involved
in the conduct of his or her office.
This indemnity agreement is expressly conditioned upon the
Underwriter's being notified of any action brought against the
Company, its Directors or any such controlling person, which
notification shall be given by letter or telegram addressed to
the Underwriter at its principal office in Denver, Colorado, and
sent to the Underwriter by the person against whom such action
is brought, within ten (10) days after the summons or other
first legal process shall have been served upon the Company, its
Directors or any such controlling person. The failure to notify
the Underwriter of any such action shall not relieve the
Underwriter from any liability which it may have to the person
against whom such action is brought by reason of any such
alleged untrue statement or omission otherwise than on account
of the indemnity agreement contained in this paragraph. The
Underwriter shall be entitled to assume the defense of any suit
brought to enforce such claim, demand, or liability, but in such
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case the defense shall be conducted by counsel chosen by the
Underwriter and approved by the Company, which approval shall
not be unreasonably withheld. If the Underwriter elects to
assume the defense of any such suit and retain counsel approved
by the Company, the defendant or defendants in such suit shall
bear the fees and expenses of any additional counsel obtained by
any of them. Should the Underwriter elect not to assume the
defense of any such suit, or should the Company not approve of
counsel chosen by the Underwriter, the Underwriter will
reimburse the Company, its Directors or the controlling person
or persons named as defendant or defendants in such suit, for
the reasonable fees and expenses of any counsel retained by the
Company or them. In addition, the Company shall have the right
to employ counsel to represent it, its Directors and any such
controlling person who may be subject to liability arising out
of any claim in respect of which indemnity may be sought by the
Company against the Underwriter hereunder if in the reasonable
judgment of the Company it is advisable for the Company, its
Directors or such controlling person to be represented by
separate counsel, in which event the reasonable fees and
expenses of such separate counsel shall be borne by the
Underwriter. This indemnity agreement and the Underwriter's
representations and warranties in this Agreement shall remain
operative and in full force and effect and shall survive the
delivery of any of the Shares as provided in this Agreement.
This indemnity agreement shall inure exclusively to the benefit
of the Company and its successors, the Company's Directors and
their respective estates and any such controlling person and
their successors and estates. The Underwriter shall promptly
notify the Company of the commencement of any litigation or
proceeding against it in connection with the issue and sale of
the Shares.
12. The Company will pay or cause to be paid (a) expenses (including the
fees and disbursements of its own counsel) of any registration of the
Shares under the 1933 Act, as amended, (b) expenses incident to the
issuance of the Shares, and (c) expenses (including the fees and
disbursements of its own counsel) incurred in connection with the
preparation, printing and distribution of the Company's Prospectuses,
SAIs, and periodic and other reports sent to holders of the Shares in
their capacity as such. The Underwriter shall prepare and provide
necessary copies of all sales literature subject to the Company's
approval thereof.
13. This Agreement shall become effective with respect to a Company or
Series of a Company as of the date set forth on Schedule A of this
Agreement, provided that on or prior to such date it is approved by a
majority vote of the Directors of the Company, as well as a majority
vote of the Directors who are not "interested persons" (as defined in
the Investment Company Act) of the Company cast in person at a
meeting called for the purpose of voting on this Agreement. This
Agreement shall continue in effect for an initial term expiring May
31, 2005, and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) (i) by a
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vote of the Directors of the Company or (ii) by a vote of a majority
of the outstanding voting securities of the Company or Series, as
applicable, and (b) by a vote of a majority of the Directors of the
Company who are not "interested persons," as defined in the
Investment Company Act, of the Company cast in person at a meeting
for the purpose of voting on this Agreement.
Either party hereto may terminate this Agreement on any date, without
the payment of a penalty, by giving the other party at least 60 days'
prior written notice of such termination specifying the date fixed
therefor. In particular, this Agreement may be terminated with
respect to a Company (and/or one or more Series of a Company) at any
time, without payment of any penalty, by vote of a majority of the
members of the Directors of the Company or by a vote of a majority of
the outstanding voting securities of the Company or Series, as
applicable, on not more than 60 days' written notice to the
Underwriter.
Without prejudice to any other remedies of a Company provided for in
this Agreement or otherwise, the Company may terminate this Agreement
at any time immediately upon the Underwriter's failure to fulfill any
of the obligations of the Underwriter hereunder.
14. The Underwriter expressly agrees that, notwithstanding anything to
the contrary herein, or in any applicable law, it will look solely to
the assets of a Company for any obligations of the Company hereunder
and nothing herein shall be construed to create any personal
liability on the part of any Director or any shareholder of a
Company.
15. This Agreement shall automatically terminate in the event of its
assignment. In interpreting the provisions of this Section 15, the
definition of "assignment" contained in the Investment Company Act
and interpretations thereunder shall be applied.
16. Any notice under this Agreement shall be in writing, addressed and
delivered or mailed, postage prepaid, to the other party at such
address as such other party may designate for the receipt of such
notice.
17. No provision of this Agreement may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the
Company and the Underwriter and, if applicable, approved in the
manner required by the Investment Company Act.
18. Each provision of this Agreement is intended to be severable. If any
provision of this Agreement shall be held illegal or made invalid by
a court decision, statute, rule or otherwise, such illegality or
invalidity shall not affect the validity or enforceability of the
remainder of this Agreement.
19. This Agreement and the application and interpretation hereof shall be
governed exclusively by the laws of the State of Colorado.
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IN WITNESS WHEREOF, the Company and the Underwriter have each caused this
Agreement to be executed on its behalf by an officer thereunto duly authorized
and the Underwriter has caused its corporate seal to be affixed as of the day
and year first above written.
COMPANY (LISTED IN SCHEDULE A)
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: President
ATTEST:
/s/ Xxxx X. Xxxxx
---------------------------------
Name: Xxxx X. Xxxxx
Title: Secretary
A I M DISTRIBUTORS, INC.
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
ATTEST:
/s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Assistant Secretary
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UNDERWRITING AGREEMENT
SCHEDULE A
REGISTERED
INVESTMENT
COMPANY FUNDS EFFECTIVE DATE
--------------------------------------------------------------------------------
INVESCO COUNSELOR SERIES FUNDS, INC. JULY 1, 2003
INVESCO Advantage Fund
INVESCO Advantage Global Health Sciences Fund
INVESCO BOND FUNDS, INC. JULY 1, 2003
INVESCO High Yield Fund
INVESCO Select Income Fund
INVESCO Tax-Free Bond Fund
INVESCO U.S. Government Securities Fund
INVESCO COMBINATION STOCK & BOND FUNDS, INC. JULY 1, 2003
INVESCO Balanced Fund
INVESCO Core Equity Fund
INVESCO Total Return Fund
INVESCO INTERNATIONAL FUNDS, INC. JULY 1, 2003
INVESCO European Fund
INVESCO International Blue Chip Value Fund
INVESCO MANAGER SERIES FUNDS, INC. JULY 1, 2003
INVESCO Multi-Sector Fund
INVESCO MONEY MARKET FUNDS, INC. JULY 1, 2003
INVESCO Cash Reserves Fund
INVESCO Tax-Free Money Fund
INVESCO U.S. Government Money Fund
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SCHEDULE A
(CONTINUED)
REGISTERED
INVESTMENT
COMPANY FUNDS EFFECTIVE DATE
--------------------------------------------------------------------------------
INVESCO SECTOR FUNDS, INC. JULY 1, 2003
INVESCO Energy Fund
INVESCO Financial Services Fund
INVESCO Gold & Precious Metals Fund
INVESCO Health Sciences Fund
INVESCO Leisure Fund
INVESCO Real Estate Opportunity Fund
INVESCO Technology Fund
INVESCO Telecommunications Fund
INVESCO Utilities Fund
INVESCO STOCK FUNDS, INC. JULY 1, 2003
INVESCO Basic Value Fund
INVESCO Dynamics Fund
INVESCO Growth Fund
INVESCO Growth & Income Fund
INVESCO Mid-Cap Growth Fund
INVESCO Small Company Growth Fund
INVESCO S&P 500 Index Fund
INVESCO Value Equity Fund
INVESCO TREASURER'S SERIES FUNDS, INC. JULY 1, 2003
INVESCO Stable Value Fund
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