UNDERWRITING AGREEMENT
This Agreement is made this 1st day of June, 2000, between each of the
registered investment companies listed on Schedule A, each a Maryland
corporation (each individually referred to as the "Company"), and INVESCO
DISTRIBUTORS, INC., a Delaware corporation (the "Underwriter").
WITNESSETH:
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 (the
"Shares") which is divided into series, and which may be divided into additional
series (the "Series"), 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
<PAGE>
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 shall
be effectively 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 net 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.
<PAGE>
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
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
<PAGE>
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 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
<PAGE>
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.
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
<PAGE>
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 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
<PAGE>
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 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
<PAGE>
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 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, and
shall continue in effect for an initial term expiring May 30,
2001, and from year to year thereafter, but only so long as such
continuance is specifically approved at least annually (a) (i) by
a 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
<PAGE>
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.
<PAGE>
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/ Mark H. Williamson
----------------------
Mark H. Williamson
President
ATTEST:
/s/ Glen A. Payne
-----------------
Glen A. Payne
Secretary
UNDERWRITER
By: /s/ Ronald L. Grooms
--------------------
Ronald L. Grooms
Senior Vice President
ATTEST:
/s/ Glen A. Payne
-----------------
Glen A. Payne
Secretary
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION AGREEMENT
SCHEDULE A
REGISTERED INVESTMENT COMPANY FUNDS EFFECTIVE DATE
------------------------------------------------------------------------------------------------
<S> <C> <C>
INVESCO Advantage Series Funds, Inc. Advantage Fund August 23, 2000
INVESCO Bond Funds, Inc. High Yield Fund June 1, 2000
Select Income Fund
Tax-Free Bond Fund
U.S. Government Securities Fund
INVESCO Combination Stock & Bond Balanced Fund June 1, 2000
Funds, Inc. Equity Income Fund
Total Return Fund
INVESCO International Funds, Inc. European Fund June 1, 2000
International Blue Chip Value Fund
Latin American Growth Fund
Pacific Basin Fund
INVESCO Money Market Funds, Inc. Cash Reserves Fund June 1, 2000
Tax-Free Money Fund
U.S. Government Money Fund
INVESCO Sector Funds, Inc. Energy Fund June 1, 2000
Financial Services Fund
Gold Fund
Health Sciences Fund
Leisure Fund
Real Estate Opportunity Fund
Technology Fund
Telecommunications Fund
Utilities Fund
INVESCO Stock Funds, Inc. Blue Chip Growth Fund June 1, 2000
Dynamics Fund
Growth & Income Fund
Endeavor Fund
Small Company Growth Fund
S&P 500 Index Fund
Value Equity Fund
INVESCO Treasurer's Series Funds, Inc. Treasurer's Money Market
Reserve Fund June 1, 2000
Treasurer's Tax-Exempt
Reserve Fund
<PAGE>
SCHEDULE A
(CONTINUED)
REGISTERED INVESTMENT COMPANY FUNDS EFFECTIVE DATE
------------------------------------------------------------------------------------------------
INVESCO Variable Investment Funds, Inc. VIF-Blue Chip Growth Fund June 1, 2000
VIF-Dynamics Fund
VIF-Equity Income Fund
VIF-Financial Services Fund
VIF-Health Sciences Fund
VIF-High Yield Fund
VIF-Market Neutral Fund
VIF-Real Estate Opportunity Fund
VIF-Small Company Growth Fund
VIF-Technology Fund
VIF-Telecommunications Fund
VIF-Total Return Fund
VIF-Utilities Fund
</TABLE>
