AMENDMENT NO. 1 TO
UNDERWRITING 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 DISTRIBUTORS, INC., a Delaware corporation, having its principal
place of business at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxxxx 00000 (the
"Distributor"). The parties hereby amend the Underwriting 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 Distributor serves as agent for distribution of the Shares of
the Company and performs other Shareholder Services for the Company; and
WHEREAS, the Company wishes to delegate certain aspects of the
implementation and operation of the Company's AML Program to the Distributor;
and
WHEREAS, the Distributor 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 Distributor
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 Distributor accepts such
delegation. The Distributor further agrees to cooperate with the
Company's AML Compliance Officer and with INVESCO Funds Group, Inc.
transfer agent for the Company (the "Transfer Agent") in the
performance of the Distributor's responsibilities under the AML
Program.
2. THE AML PROGRAM. The Distributor hereby represents and warrants that
the Distributor has received a copy of the Company's AML Program and
under&es to perform all responsibilities imposed on the Distributor as
a "Service Provider" thereunder. The Company hereby agrees to provide
to the Distributor any amendment(s) to the AML Program promptly after
adoption of any such amendment(s) by the Company.
3. CONSENT TO EXAMINATION. The Distributor hereby consents to: (a)
provide to federal examination authorities information and records
relating to the AML Program maintained by the Distributor; and (b) the
inspection of the Distributor by federal examination authorities for
purposes of the AML Program.
4. ANTI-MONEY LAUNDERING PROGRAM. The Distributor hereby represents and
warrants that the Distributor has implemented and enforces an
anti-money laundering program ("AMLP") that complies with laws,
regulations and regulatory guidance applicable to the Company and the
Distributor, 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 Distributor agrees to furnish to the
Company the following documents:
a. a copy of the Distributor'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 Distributor's AMLP; and
c. no less frequently than annually, a report on the Distributor's
AMLP that includes a certification to the Company concerning the
Distributor's implementation of, and ongoing compliance with, its
AMLP and a copy of any audit report prepared with respect to the
Distributor's AMLP.
6. REPORTS. The Distributor will provide periodic reports concerning the
Distributor's compwith the Distributor'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 DISTRIBUTORS, INC.
(Distributor)
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Xxxxxx X. Xxxxxx
Senior Vice President
ATTEST:
/s/ Xxxx X. Xxxxx
------------------------
Xxxx X. Xxxxx, Secretary
