AMENDMENT NO. 1 TO
TRANSFER AGENCY AGREEMENT
This Amendment ("Amendment") is made as of July 24, 2002 between the
registered investment companies specified in Schedule A, each a Maryland
corporation (each individually referred to as "Company"), having a principal
office and place of business at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000,
and INVESCO FUNDS GROUP, INC., a Delaware corporation, having its principal
place of business at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxx, XxXxxxxx 00000 (the
"Transfer Agent"). The parties hereby amend the Transfer Agency Agreement dated
as of June 1, 2000 ("Agreement"), as set forth below. Unless otherwise provided,
capitalized terms used herein shall have the same meanings given to such terms
in the Agreement.
WHEREAS, the Bank Secrecy Act, as amended by the USA PATRIOT Act, requires
the Company to develop and implement and institute an anti-money laundering
program ("AML Program"); and
WHEREAS, the Company has adopted the AML Program set forth in Schedule 1
hereto; and
WHEREAS, the Transfer Agent processes investor account applications,
approves and qualifies prospective investors, accepts investor funds, and/or
services investor accounts; and
WHEREAS, the Company wishes to delegate certain aspects of the
implementation and operation of the Company's AML Program to the Transfer Agent;
and
WHEREAS, the Transfer Agent desires to accept such delegation.
NOW THEREFORE, in consideration of the mutual premises and covenants set
forth herein, the parties agree as follows:
1. DELEGATION. The Company hereby delegates to the Transfer Agent
responsibility for the implementation and operation of the following
policies and procedures in connection with the Company's AML Program:
(i) customer identification procedures; (ii) monitoring accounts and
identifying high risk accounts; (iii) policies and procedures for
reliance on third parties; (iv) policies and procedures for
correspondent accounts for foreign financial institutions and for
private banking accounts for non-U.S. persons; (v) no cash policy;
(vi) detecting and reporting suspicious activity; and (vii) all
related recordkeeping requirements, and the Transfer Agent accepts
such delegation. The Transfer Agent further agrees to cooperate with
the Company's AML Compliance Officer and with INVESCO Distributors,
Inc., the distributor of the Company's Shares (the "Distributor") in
the performance of the Transfer Agent's responsibilities under the AML
Program.
2. THE AML PROGRAM. The Transfer Agent hereby represents and warrants
that the Transfer Agent has received a copy of the Company's AML
Program and undertakes to perform all responsibilities imposed on the
Transfer Agent as a "Service Provider" thereunder. The Company hereby
agrees to provide to the Transfer Agent any amendment(s) to the AML
Program promptly after adoption of any such amendment(s) by the
Company.
3. CONSENT TO EXAMINATION. The Transfer Agent hereby consents to: (a)
provide to federal examination authorities information and records
relating to the AML Program maintained by the Transfer Agent ; and (b)
the inspection of the Transfer Agent by federal examination
authorities for purposes of the AML Program.
4. ANTI-MONEY LAUNDERING PROGRAM. The Transfer Agent hereby represents
and warrants that the Transfer Agent has implemented and enforces an
anti-money laundering program ("AMLP") that complies with laws,
regulations and regulatory guidance applicable to the Company and the
Transfer Agent, and includes, at a minimum:
a. customer identification procedures;
b. due diligence policies for correspondent accounts for
foreign financial institutions and for private banking
accounts for non-U.S. persons;
c. reasonable internal procedures and controls to detect and
report suspicious activities;
d. monitoring accounts and identifying high-risk accounts;
e. a compliance officer or committee with responsibility for
implementing the anti-money laundering program;
f. employee training, including that: (i) new employees receive
AML training upon the commencement of their employment; and
(ii) existing employees receive AML training at the time
such employees assume duties that bring them into contact
with possible money laundering activities;
g. an independent audit function; and
h. recordkeeping requirements.
5. DELIVERY OF DOCUMENTS. The Transfer Agent agrees to furnish to the
Company the following documents:
a. a copy of the Transfer Agent's AMLP as in effect on the date
hereof, and any material amendment thereto promptly after
the adoption of any such amendment;
b. a copy of any deficiency letter sent by federal examination
authorities concerning the Transfer Agent's AMLP; and
c. no less frequently than annually, a report on the Transfer
Agent's AMLP that includes a certification to the Company
concerning the Transfer Agent's implementation of, and
ongoing compliance with, its AMLP and a copy of any audit
report prepared with respect to the Transfer Agent's AMLP.
6. REPORTS. The Transfer Agent will provide periodic reports concerning
the Transfer Agent's compliance with the Transfer Agent's AMLP and/or
the Company's AML Program at such times as may be reasonably requested
by the Company's Board of Directors or Anti-Money Laundering
Compliance Officer.
7. MISCELLANEOUS. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Except as
specifically set forth herein, all other provisions of the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective corporate officers thereunder duly authorized as of
the day and year first above written.
COMPANY (Listed in Schedule A)
By: /s/Xxxx X. Xxxxxxxxxx
------------------------------
Xxxx X. Xxxxxxxxxx, President
ATTEST:
/s/Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
INVESCO FUNDS GROUP, INC.
(Transfer Agent)
By: /s/Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
Senior Vice President
ATTEST:
/s/Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
