SECOND AMENDED AND RESTATED
INTERFUND LOAN AGREEMENT
April 30, 2004
Amended and Restated Interfund Loan Agreement (the "Agreement"), dated as
of the date first written above, by and among AIM Combination Stock & Bond Funds
("ACSBF); AIM Counselor Series Trust ("ACST"); AIM Equity Funds ("AEF"); AIM
Funds Group (AFG"); AIM Growth Series ("AGS"); AIM International Mutual Funds
("AIMF"); AIM Investment Funds ("AIF"); AIM Investment Securities Funds
("AISF"); AIM Sector Funds ("ASEF"); AIM Special Opportunities Funds ("ASOF");
AIM Stock Funds ("ASTF"); AIM Summit Fund ("Summit"); AIM Tax-Exempt Funds
("XXXX"); AIM Treasurer's Series Trust ("ATST"); AIM Variable Insurance Funds
(AVIF"); Short-Term Investments Trust ("STIT"); and Tax-Free Investments Trust
("TFIT") (each, a "Fund" and collectively, the "Funds"), with respect to their
series of shares shown on Annex A attached hereto (each, a "Portfolio" and
collectively, the "Portfolios"), as the same may be amended from time to time,
and A I M Advisors, Inc. (the "Advisor");
WHEREAS, each of the Funds is an open-end management company and each
Portfolio is separately managed in accordance with its own investment objectives
and restrictions;
WHEREAS, certain of the Portfolios listed on Annex A hereto, desire to
borrow funds for temporary purposes to satisfy redemption requests or to cover
Temporary Overdrafts (as defined below) (each such borrowing Portfolio is
hereinafter referred to as a "Borrower");
WHEREAS, certain Portfolios are willing to lend funds to one or more
Portfolios from time to time on the terms set forth below (each such lending
Portfolio is hereinafter referred to as a "Lender");
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Definitions. As used herein, the following terms shall have
meanings assigned to them below:
"1940 Act" means the Investment company Act of 1940, as amended.
"Bank" has the meaning ascribed to that term in the 1940 Act and the rules
and regulations thereunder.
"Bank Loan Rate" means the rate calculated by the Advisor according to a
formula established by the Trustees intended to approximate the lowest interest
rate at which bank short-term loans would be available to the Funds.
"Borrowing Instructions" has the meaning specified in Section 3.1.
1
"Business Day" means a day on which the New York Stock Exchange, Inc. is
open for the purpose of transacting business.
"Cash Management Team" means the Advisor money market investment
professionals (including the portfolio manager for LAP) and personnel of the
Advisor fund accounting department who are responsible for administering the
interfund credit facility.
"Credit Arrangements" means the credit arrangements that a Fund may have
with respect to a Portfolio for borrowing for temporary or emergency purposes in
connection with net redemptions of the Portfolios or to cover Temporary
Overdrafts.
"Custodian" means the entity which acts as the Borrower's custodian for
purposes of Section 17(f) of the 1940 Act.
"Interest Rate" means a daily interest rate that is the average of the
Repo Rate and the Bank Loan Rate.
"LAP" means the Institutional Class of Liquid Asset Portfolio, a series of
Short-Term Investments Trust, or any successor thereto or, in the event such
portfolio has terminated operations without its assets having been acquired by a
successor, the general money market fund advised by the Advisor having the
greatest amount of net assets or, in the event there is no such fund, the United
States registered general money market fund advised by an entity controlling,
controlled by or under common control with, the Advisor having the greatest
amount of net assets.
"Lending Instructions" has the meaning specified in Section 3.1.1.
"Loan" has the meaning specified in Section 2.
"Loan Account" has the meaning specified in Section 3.5.
"Maximum Amount" has the meaning specified in Section 2.
"Money Market Funds" means AIM Money Market Fund, a portfolio of AISF; AIM
Tax-Exempt Cash Fund, a portfolio of XXXX; AIM V.I. Money Market Fund, a
portfolio of AVIF; INVESCO U.S. Government Money Fund, INVESCO Treasurer's Money
Market Reserve Fund, and INVESCO Treasurer's Tax-Exempt Reserve Fund, portfolios
of ATST; Cash Assets Portfolio, Liquid Assets Portfolio, STIC Prime Portfolio,
Treasury Portfolio, Government TaxAdvantage Portfolio and Government & Agency
Portfolio, portfolios of STIT; Tax-Free Cash Reserve Portfolio, a portfolio of
TFIT; and any future Portfolios that hold themselves out as money market funds.
2
"Obligations" means all of the obligations (whether direct or indirect,
absolute or contingent, primary or secondary, due or to become due, now existing
or hereafter arising) of a Borrower to a Lender hereunder.
"Outstanding Secured Borrowing" means any loan advance made to a Portfolio
either under this Agreement or under a Bank Credit Arrangement which is secured
by assets of the Portfolio.
"Pledge Demand" has the meaning specified in Section 3.11.
"Prospectus" means with respect to each Borrower the prospectus required
to be delivered by the Borrower to offerees of its securities pursuant to the
Securities Act of 1933, as amended.
"Repo Rate" means the highest rate available to LAP from investments in
overnight repurchase agreements.
"SEC" means the Securities and Exchange Commission.
"Secured Loan" has the meaning in Section 2(e).
"Statement of Additional Information" means with respect to each Borrower
the Statement of Additional Information that must be provided by the Borrower to
recipients of its Prospectus upon request pursuant to rules and regulations
adopted by the SEC.
"Temporary Overdraft" means a temporary overdraft occurring when a sale of
a security "fails" due to circumstances beyond the seller's control, such as a
delay in the delivery of cash to the Fund's custodian or improper delivery
instructions by the broker effecting the transaction.
"Trustees" means the Board of Trustees of a Fund.
"Unsecured Loan" means any Loan other than a Secured Loan.
Section 2. Lending Facility. Subject to the terms and conditions of this
Agreement, each Lender may from time to time in its discretion loan its funds
("Loan") to any Borrower. Each Loan shall be made for a term of the lesser of
(a) not less than one (1) and not more than seven (7) Business Days or (b) the
maturity of any outstanding loan or advance to the Borrower under its Credit
Arrangements. The maximum principal amount of all Loans outstanding with respect
to any Borrower at any time shall not exceed the Maximum Amount the Borrower is
permitted to borrow at such time under:
(a) applicable laws and regulations;
(b) the provisions of Section 5.2;
3
(c) agreements with federal, state, local or foreign governmental
authorities or regulators applicable to the Borrower or limitations specified in
the Order, all as amended and in effect from time to time;
(d) limitations on borrowing adopted by the Borrower in its
Prospectus, Statement of Additional Information or elsewhere, as amended and in
effect from time to time; and
(e) in the case of Loans for which the Borrower is required to
provide collateral pursuant to Section 3.11 ("Secured Loans"), any limitations
specified in the Security Agreement and limitations on the pledging of assets
adopted by the Borrower in its Prospectus, Statement of Additional Information
or elsewhere.
As used herein, the term "Maximum Account" means the maximum amount that
the Borrower is permitted to borrow in accordance with the provisions of the
preceding sentence.
Section 3. Loans.
Section 3.1. Procedural Requirements. All Loans shall be requested
and funded in accordance with the procedures set forth herein and such other
procedures as may be adopted from time to time by the Trustees of each Fund.
Section 3.1.1. Borrowing and Lending Instructions. The Portfolios,
other than the Money Market Funds, shall provide the Cash Management Team with
standing instructions as to their desire to act as a Borrower when and if such
Portfolio has borrowing needs ("Borrowing Instructions") and/or as a Lender when
such Portfolio has uninvested cash balances ("Lending Instructions"). The Money
Market Funds shall provide daily Borrowing and/or Lending Instructions to the
Cash Management Team as to the amount of cash, if any, any such Portfolio of
such Fund desires to borrow or lend. The Portfolios may revoke or change
Borrowing or Lending Instructions by notifying the Cash Management Team.
Section 3.1.2. Allocation Procedures. On each occasion that a
Portfolio that has provided Borrowing Instructions to the Cash Management Team
has borrowing needs, the Cash Management Team will seek to match the amount and
term of the Portfolio's borrowing needs with the cash available from the
Portfolios that have provided Lending Instructions in accordance with allocation
and administrative procedures established by the Trustees.
No Loan may be allocated to a Lender with respect to a Portfolio
unless the Interest Rate is higher than the Repo Rate and, if applicable, the
yield on LAP, and lower than the Bank Loan Rate.
Section 3.1.3. Funding the Loans. If a Loan has been allocated to a
Lender and Borrower pursuant to Section 3.1.2, and the Loan is otherwise in
compliance with the
4
requirements set forth in the Order, the Lender shall make such Loan to the
Borrower. Each Loan made by the Lender to the Borrower shall be wired (or
transferred if Borrower and Lender have the same Custodian) at the Borrower's
expense in accordance with the wiring instructions for each Fund maintained by
the Advisor, as in effect from time to time, to an account maintained on the
Borrower's behalf by its Custodian for the Portfolio in respect of which such
Loan is made.
Section 3.1.4. Obligations Arising from Loan. Each Loan made by the
Lender to the Borrower shall;
(a) obligate the Borrower to borrow the principal amount of the Loan
at the Interest Rate applicable thereto for the term thereof solely for use by
the Borrower;
(b) constitute a representation and warranty by the Borrower to the
Lender that (i) the Loan requested thereby (A) is permitted under the Borrower's
most recent Prospectus and Statement of Additional Information, (B) is in
accordance with the requirements of any applicable SEC order of exemption
applicable to the Borrower, (C) will not, when made, cause the aggregate
indebtedness of the Borrower to exceed the Maximum Amount then in effect, and
(D) will be used by the Borrower only in accordance with the provisions of
Section 3.7 hereof, and (ii) all of the representations and warranties of the
Borrower contained in Section 4 hereof are true and correct as of the date of
such Loan as though made on and as of such dates; and
(c) constitute a representation and warranty by the Lender to the
Borrower that the Loan thereby (i) is permitted under the Lender's most recent
Prospectus and Statement of Additional Information, and (ii) is in accordance
with the requirements of the Order.
Section 3.2. Repayment of Loans. The principal amount of each Loan
shall be repaid by the Borrower from the assets of the Borrower upon the earlier
of (a) one Business Day after demand by the Lender or (b) the expiration of the
term of such Loan.
Section 3.3. Interest. The outstanding principal amount of each Loan
shall bear interest until maturity at the Interest Rate. Interest accrued on
each Loan shall be paid by the Borrower upon the earlier of (a) demand, or (b)
the maturity of such Loan. Amounts overdue hereunder (including, without
limitation, overdue principal, and, to the extent permitted by law, overdue
interest, fees, charges and expenses) shall bear interest until paid at a rate
equal to the sum of (a) the Interest Rate applicable to such Loan prior to its
maturity and (b) such additional amount not to exceed 2%, as may be determined
by an independent arbitrator of disputes previously approved by the Trustees of
both Borrower and Lender except that in the case of an Event of Default under
Section 6.2.2 such additional amount shall equal 2%.
Section 3.4. Prepayments. Loans may be prepaid without penalty prior
to the date on which such Loan is due and payable.
5
Section 3.5. Loan Records Accounts. Promptly after a Loan has been
made, the Cash Management Team shall note on its records for the Borrower and
Lender, confirming (a) the principal amount of such Loan, (b) the Interest Rate
applicable thereto and (c) the maturity thereof. The Cash Management Team will
maintain a separate account on its books for each Lender and Borrower (a "Loan
Account") on which will be recorded, in accordance with the Advisor's customary
accounting practice, (a) all Loans made by a Lender to a Borrower, (b) all
payments of such Loans made to a Lender and (c) all other charges and expenses
properly chargeable to the Borrower. The debit balance of each Portfolio's Loan
Account shall reflect the amount of the Borrower's indebtedness from time to
time to the Lenders hereunder. Any written statement maintained by the Cash
Management Team regarding the Loan shall, in the absence of manifest error,
constitute conclusive evidence of the indebtedness of the Borrower to the Lender
as of the date of such statement, provided, however, that the failure of the
Cash Management Team to make such statement shall not impair the validity or
binding nature of the Borrower's Obligations with respect to such Loan.
Section 3.6. Computations. All computations hereunder shall be
computed on the basis of the actual number of days elapsed and either (a) a
360-day year or (b) the actual number of days in the year, as determined by the
Cash Management Team when it sets the Interest Rate.
Section 3.7. Use of Proceeds. The proceeds of each Loan made
hereunder with respect to any Portfolio shall be used only by such Portfolio for
temporary or emergency purposes in accordance with its Prospectus and Statement
of Additional Information to satisfy redemption requests or to cover Temporary
Overdrafts.
Section 3.8. Discretionary Facility. It is acknowledged and agreed
by each Borrower that each Lender has no obligation to make any Loan hereunder
unless it has issued Lending Instructions, and that the decision whether or not
to issue Lending Instructions under this Agreement is within the sole and
exclusive discretion of each Lender. It is acknowledged and agreed by each
Lender that no Borrower is obligated to borrow money hereunder unless it has
issued Borrowing Instructions.
Section 3.9. Termination of Participation in Interfund Credit
Facility. Each Lender and each Borrower may terminate its participation in this
Agreement at any time by written notice to the Cash Management Team.
Section 3.10. Recourse to Assets. Loans made to any Portfolio shall
be repaid solely from the assets of such Portfolio, and a Lender shall have no
right of recourse or offset against the assets of any other Portfolio with
respect to such Loans or any default in respect thereto. Each Lender's liability
under this Agreement with respect to a Loan shall be solely limited to the
Lender's assets and each Borrower hereby waives any and all rights it may have
against any other Portfolios with respect to such Loan or any default by Lender
with respect thereto.
6
Section 3.11. Collateral Security for Loans. As a condition
precedent to making any Loan to any Borrower or continuing any Loan made to any
Borrower hereunder, (a) the Lender may require, by written notice to the
Borrower or (b) the Lender shall require in the event that the Borrower's
outstanding borrowings from all sources immediately after the Loan would exceed
10% of its total assets, or the Borrower has Outstanding Secured Borrowings,
that the Borrower pledge stock or other securities as collateral for such Loan
("Pledge Demand"). The minimum market value of the stock and other portfolio
securities of the Borrower required to be pledged to the Lender hereunder with
respect to any Secured Loan shall be determined by the Lender in its discretion
but, in all cases, shall be not less than the 102% of the outstanding principal
value of the loan. Each pledge of collateral required pursuant to this Section
3.11 shall be made in accordance with and subject to the terms and conditions
set forth in a security agreement in form satisfactory to Borrower and Lender,
and shall be effected (a) in the case of any pledge required as a condition
precedent to making any Secured Loan hereunder, prior to making such Secured
Loans, and (b) in the case of any pledge required as a condition precedent to
continuing any Loan hereunder, within 24 hours after delivery to the Borrower of
the Pledge Demand therefor or the occurrence of the conditions specified in (b)
above.
Section 3.12. Confirmation. The obligations of the Borrower to repay
the unpaid principal amount of the Loan made to it by the Lender and to pay
interest thereon shall be evidenced by the Lender's records as well as by a
confirmation of loan in the form of Exhibit I, confirming the principal amount,
the Interest Rate and the maturity date of the Loan.
Section 4. Representations and Warranties.
Each Borrower represents and warrants to each Lender and each Lender
represents and warrants to each Borrower on the date hereof, and as to any
Borrower or Lender on the date of any borrowing, as follows:
(a) It is a Portfolio of a Fund that is duly organized and validly
existing under the laws of its jurisdiction of organization and is qualified to
do business in every other jurisdiction where lack of such qualification would
have a material adverse effect on the business, assets or condition (financial
or otherwise) of the Fund.
(b) The Fund is registered as an open-end management investment
company under the 1940 Act.
(c) The execution, delivery and performance by the Fund of this
Agreement on behalf of itself and its Portfolios are (i) within its power, (ii)
have been duly authorized by all necessary action, and (iii) will not (A)
contribute to or result in a breach of or default under or conflict with any
existing law, order, regulation or ruling of any governmental or regulatory
agency or authority, any order, writ, injunction or ruling of any court or other
tribunal, or any indenture, lease agreement, instrument or other undertaking to
which the Fund is a party or by which it or its property or assets may be bound
or affected, or (B) result in the imposition of any liens or encumbrances on any
property or assets of the Fund or (C) require any additional
7
approval or consent of, or filling with, shareholders of such Fund or any
governmental or regulatory agency or authority bearing on the validity of any
borrowing pursuant to this Agreement, or (D) violate any provision of the Fund's
organizational documents or bylaws, or any amendment thereof or any provision of
its most recent Prospectus or Statement of Additional Information.
(d) This Agreement is a legally valid and binding obligation of the
Fund, enforceable against the Fund in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other laws or equitable principles relating to or limiting the
rights of creditors generally.
(e) No additional authorization, approval, or other action by, and
no notice to or filing with, any shareholder of the Fund, creditor, or
governmental or regulatory agency or authority is required for the due and valid
execution, delivery and performance of this Agreement by the Fund or the
exercise by the Fund of any rights and remedies under this Agreement.
Section 5. Covenants.
Section 5.1. Covenants in Effect Until Termination of Agreement.
Until all of the obligations have been performed in full and its participation
in the Lending Facility has been terminated as provided herein, each Borrower
covenants as follows:
(a) At any time and from time to time, it will, at its own expense,
promptly execute and deliver or file all further instruments and documents, and
take all further action, that may be necessary or desirable, or that the Lender
may request, in order to perfect, protect, validate or preserve any security
interest granted, or pledged to the Lender pursuant to Section 3.11 or to enable
the Lender to exercise and enforce its rights and remedies thereunder with
respect thereto.
(b) It will file all federal and other tax returns, reports and
declarations required by all relevant jurisdictions on or before the due dates
for such returns, reports and declarations and will pay all taxes and other
governmental assessments and charges as and when they become due.
(c) It will comply with all of its investment policies and
restrictions and all applicable laws, regulations and governmental or regulatory
directives.
(d) It will promptly notify the Lender of any material change in its
agreements with governmental authorities or regulators or its investment
policies or restrictions.
(e) It will make available to the Lender upon request from time to
time the most recent reports required by Section 30(d) of the 1940 Act.
8
(f) Upon request from the Lender from time to time, it will furnish
to the Lender at reasonable times and intervals any information with respect to
its financial standing and history or its property or business or prospects.
(g) Within 60 days after the date of this Agreement or such earlier
time as may be necessary to comply with Section 3.11, the Borrower shall deliver
an agreement, in a form satisfactory to each Lender duly executed by the
Borrower and its Custodian, that establishes procedures for the making,
maintaining and releasing each pledge of securities required by Section 3.11.
Section 5.2. Covenants in Effect While Loans are Outstanding. Each
Borrower covenants that, so long as any principal of or interest on any Loan
made to it is outstanding:
(a) It will not, as long as any Unsecured Loan is outstanding
hereunder, create or permit to exist any encumbrance in favor of any person or
entity other than the Lender upon any of the assets of the Borrower other than
encumbrances created in connection with portfolio investments of the Borrower to
the extent permitted by the provisions of its Prospectus and Statement of
Additional Information applicable to such Portfolio (and not for the primary
purpose of borrowing money) such as: (i) margin amounts on futures contracts and
options on futures contracts, (ii) segregated assets to cover a call or to
secure a put, or to cover short sales against the box or open positions under
currency forward contracts, (iii) obligations to resell securities in connection
with the purchase of such securities under repurchase agreements, and (iv)
obligations to redeliver cash or securities in connection with pledges of such
cash or securities in favor of the Borrower under securities lending agreements
and master note agreements.
(b) It will not take out any Loan that (1) immediately after such
loan would cause the total of such Portfolio's loans to exceed 33-1/3% of the
Borrower's total assets (or such lesser percentage as provided in a Borrower's
Prospectus and Statement of Additional Information), or (2) would cause such
Portfolio's total loans to exceed 10% of such Portfolio's total assets unless
any Loan hereunder is secured in accordance with Section 3.11.
(c) Unless the Fund has a policy that prevents it from borrowing for
other than temporary or emergency purposes (and not for leveraging), it will
not, as long as any Loan made with respect to the Portfolio is outstanding,
allow the total amount of such Portfolio's Loans, as measured on the day when
the most recent Loan was made, to exceed the greater of 125% of such Portfolio's
total net cash redemptions and 102% of Temporary Overdrafts for the preceding
seven (7) calendar days.
(d) It will notify Lender if it draws on its Credit Arrangements,
borrows from other Lenders under the Agreement, or borrows from other parties.
(e) It will notify the Lender promptly of (i) any material change in
its method of business, Prospectus or Statement of Additional Information, and
(ii) the occurrence of any
9
event which would make any of the representations and warranties contained
herein, or in any document, instrument or certificate delivered in connection
herewith, untrue or inaccurate in any material respect.
Section 6. Default.
Section 6.1. Events of Default. The occurrence of any one or more of
the following events ("Events of Default") shall constitute an immediate Event
of Default with respect to the Borrower (it being understood that an Event of
Default with respect to one Borrower shall not constitute an Event of Default of
any other Borrower):
(a) The Borrower shall fail to pay principal of, or interest on, any
Loan as and when due, or the Borrower shall fail to perform any of its other
Obligations; or
(b) There shall be a default by the Borrower under any Credit
Arrangement, whether such Credit Arrangement now exists or shall hereafter be
created, which default extends beyond any period of grace provided with respect
thereto and which default relates to (i) the obligations to pay the principal of
or interest on any such indebtedness under the Credit Arrangement or (ii) an
obligation other than the obligation to pay the principal of or interest on any
such indebtedness and the effect of such default is to cause, or to permit the
lender under the Credit Arrangement to cause, with the giving of notice if
required, such indebtedness to become due prior to its stated maturity.
(c) Any representation or warranty made by the Borrower in Section
4, or in connection with any Loan made to or pledge of pledged collateral made
by the Borrower, shall prove to have been incorrect in any material respect when
made; or
(d) The Borrower shall generally not pay its debts as such debts
become due, or shall admit in writing its inability to pay its debts generally,
or shall make a general assignment for the benefit of creditors; or any
governmental or public authority shall take over possession or control of a
substantial part or the Borrower's business; or any of the Borrower's property
shall become subject to attachment or other involuntary lien or levy; or any
action or proceeding shall be commenced by the Borrower seeking to adjudicate it
as bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts
under any law relating to bankruptcy, insolvency or reorganization or relief of
debtors, seeking the entry of an order for relief or the appointment of a
receiver, trustee, of similar official for it or for any substantial part of its
property, or any such proceeding is commenced against it which results in the
entry of an order for such relief or such proceeding is not dismissed or stayed
for a period of 60 days following such commencement.
Section 6.2. Remedies.
10
Section 6.2.1. Arbitration. In the event an Event of Default has
occurred and not been cured within two Business Days from the Loan's maturity or
from the time the Lender makes a demand for payment (and none of the Events of
Default specified in Section 6.1(b) or (d) has occurred), the Lender and the
Borrower agree that such matter shall be submitted for binding arbitration to an
independent arbitrator selected by the Trustees of the Lender and Borrower. Such
arbitrator's decision shall be binding and conclusive between the Lender and the
Borrower. Such arbitrator shall submit a written report of any dispute to the
Trustees.
6.2.2. Other Rights and Remedies. If an Event of Default has occurred
and has not been resolved pursuant to Section 6.2.1 or an Event of Default
specified in Section 6.1 (b) or (d) has occurred, then the Lender shall be
entitled to exercise any and all rights and remedies available to it at law or
in equity, including without limitation any rights and remedies that may be
available to it under the security agreement referred to in Section 3.11 with
respect to the affected Borrower and the Borrower shall pay to the Lender all
reasonable expenses and disbursements incurred by the Lender in connection with
the enforcement of its rights and remedies under this Agreement including the
reasonable fees and out-of-pocket expenses of counsel for the Lender with
respect thereto.
Section 7. Notice. Except as otherwise expressly provided herein, all
notices hereunder to any party shall be in writing and shall be delivered by
hand, mailed by United States registered or certified first-class mail, postage
prepaid or sent by telegraph, telex or telecopy, addressed to such party to the
attention of the person specified in the following sentence at the address set
forth for such party in Annex B hereto, or to such other person or address as
such party may designate to the other party hereto by notice delivered in
accordance with this Section 7. All notices to the Borrower shall be addressed
to the Treasurer of the Borrower and all notices from the Borrower to the Lender
shall be addressed to the Treasurer of the Lender.
Section 8. Amendments. Neither this Agreement nor any provision hereof
may be amended in any respect except by a statement in writing executed by the
parties hereto.
Section 9. Assignment. All of the terms of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors and assigns; provided, that the Borrower
may not assign or transfer any of its rights or obligations hereunder without
the prior written consent of the Lender.
Section 10. Section Heading. The descriptive section headings in this
Agreement have been inserted for convenience of reference only and shall not be
deemed to limit or otherwise affect the construction of any provision hereof.
Section 11. Counterparts. This Agreement and the documents contemplated
hereby may be executed simultaneously in any number of counterparts each of
which when so executed and delivered shall be an original; but all of which
shall together constitute but one and the same document.
11
Section 12. Separability. If any of the provisions of this Agreement or
any instrument delivered hereunder or the application thereof to any party
hereto or to any person or circumstances is held invalid, the remainder of this
Agreement or such instrument and the application thereof to any party hereto or
to any other person or circumstances shall not be affected thereby.
Section 13. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.
Section 14. Entire Agreement. This Agreement and the other documents
contemplated hereby and executed in connection herewith express the entire
understanding of the parties with respect to the transactions contemplated
hereby.
Section 15. Limitation of Liability of Trustees. This instrument is
executed on behalf of the Trustees of the Funds that are Delaware statutory
trusts as trustees and not individually and the obligations of this instrument
are not binding upon any of the trustees or shareholders individually but are
binding only upon the assets and property of the Fund in accordance with Section
3.10.
12
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed as an instrument under seal by its duly authorized
officer as of the date first written above.
On behalf of itself and on behalf of its Portfolios listed on Annex A hereto, as
such Annex may be amended from time to time:
AIM COMBINATION STOCK & BOND FUNDS
AIM COUNSELOR SERIES TRUST
AIM EQUITY FUNDS
AIM FUNDS GROUP
AIM GROWTH SERIES
AIM INTERNATIONAL MUTUAL FUNDS
AIM INVESTMENT FUNDS
AIM INVESTMENT SECURITIES FUNDS
AIM SECTOR FUNDS
AIM SPECIAL OPPORTUNITIES FUNDS
AIM STOCK FUNDS
AIM SUMMIT FUND
AIM TAX-EXEMPT FUNDS
AIM TREASURER'S SERIES TRUST
AIM VARIABLE INSURANCE FUNDS
SHORT-TERM INVESTMENTS TRUST
TAX-FREE INVESTMENTS TRUST
/s/ Xxxxxx X. Xxxxxx
By:_______________________________
Name: Xxxxxx X. Xxxxxx
Title: President
Accepted and Agreed to with respect to the specific obligations imposed on the
undersigned by Sections 3.1.1, 3.1.2, 3.1.3, 3.5 and 3.6.
A I M ADVISORS, INC.
/s/ Xxxx X. Xxxxxxxxxx
By: ______________________________
Name: Xxxx X. Xxxxxxxxxx
Title: President
13
(as revised December 30, 2004)
ANNEX A
PORTFOLIOS THAT MAY PARTICIPATE
AS BORROWERS AND LENDERS IN INTERFUND LENDING FACILITY
Fund Portfolio
---- ---------
AIM COMBINATION STOCK &
BOND FUNDS
AIM Core Stock Fund
AIM Total Return Fund
AIM COUNSELOR SERIES TRUST
AIM Advantage Health Sciences Fund
AIM Multi-Sector Fund
AIM EQUITY FUNDS
AIM Aggressive Growth Fund
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Core Strategies Fund
AIM Dent Demographic Trends Fund
AIM Diversified Dividend Fund
AIM Emerging Growth Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Mid Cap Growth Fund
AIM Select Basic Value
AIM U.S. Growth Fund
AIM Xxxxxxxxxx Fund
AIM FUNDS GROUP
AIM Balanced Fund
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Value Fund
AIM International Small Company Fund
AIM Mid Cap Basic Value Fund
AIM Premier Equity Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund
14
AIM GROWTH SERIES
AIM Aggressive Allocation Fund
AIM Basic Value Fund
AIM Conservative Allocation Fund
AIM Global Equity Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Small Cap Growth Fund
AIM INTERNATIONAL MUTUAL
FUNDS
AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM International Growth Fund
AIM International Core Equity Fund
AIM INVESTMENT FUNDS
AIM Developing Markets Fund
AIM Global Health Care Fund
AIM Libra Fund
AIM Trimark Endeavor Fund
AIM Trimark Fund
AIM Trimark Small Companies Fund
AIM INVESTMENT SECURITIES
FUNDS
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Limited Maturity Treasury Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Real Estate Fund
AIM Short Term Bond Fund
AIM Total Return Bond Fund
AIM SECTOR FUNDS
AIM Energy Fund
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Health Sciences Fund
AIM Leisure Fund
15
AIM Technology Fund
AIM Utilities Fund
AIM SPECIAL OPPORTUNITIES
FUNDS
AIM Opportunities I Fund
AIM Opportunities II Fund
AIM Opportunities III Fund
AIM STOCK FUNDS
AIM Dynamics Fund
AIM Mid Cap Stock Fund
AIM Small Company Growth Fund
AIM S&P 500 Index Fund
AIM SUMMIT FUND
AIM Summit Fund
AIM TAX-EXEMPT FUNDS
AIM High Income Municipal Fund
AIM Tax-Exempt Cash Fund
AIM Tax-Free Intermediate Fund
AIM TREASURER'S SERIES TRUST
Premier Portfolio
Premier Tax - Exempt Portfolio
Premier U.S. Government Money Portfolio
AIM VARIABLE INSURANCE
FUNDS
AIM V.I. Aggressive Growth Fund
AIM V.I. Balanced Fund
AIM V.I. Basic Value Fund
AIM V.I. Blue Chip Fund
AIM V.I. Capital Appreciation Fund
AIM V.I. Capital Development Fund
AIM V.I. Core Equity Fund
AIM V.I. Core Stock Fund
AIM V.I. Dent Demographic Trends Fund
AIM V.I. Diversified Income Fund
AIM V.I. Dynamics Fund
AIM V.I. Financial Services Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth Fund
16
AIM V.I. Health Sciences Fund
AIM V.I. High Yield Fund
AIM V.I. International Growth Fund
AIM V.I. Large Cap Growth Fund
AIM V.I. Leisure Fund
AIM V.I. Mid Cap Core Equity Fund
AIM V.I. Money Market Fund
AIM V.I. Premier Equity Fund
AIM V.I. Real Estate Fund
AIM V.I. Small Cap Equity Fund
AIM V.I. Small Company Growth Fund
AIM V.I. Technology Fund
AIM V.I. Total Return Fund
AIM V.I. Utilities Fund
SHORT-TERM INVESTMENTS TRUST
Cash Assets Portfolio
Government & Agency Portfolio
Government TaxAdvantage Portfolio
Liquid Assets Portfolio
STIC Prime Portfolio
Treasury Portfolio
TAX-FREE INVESTMENTS TRUST
Tax - Free Cash Reserve Portfolio
17
ANNEX B
NOTICES
Notices to the Portfolios shall be delivered to the following address:
[name of Portfolio], [name of Fund]
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
Attention: Treasurer
Notices to A I M Advisors, Inc. shall be delivered to the following address:
A I M Advisors, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
Attention: President
with a copy to:
A I M Advisors, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
Attention: General Counsel
18
EXHIBIT I
INTERFUND LOAN CONFIRMATION
[Name of Lending Portfolio], a portfolio of [Name of Fund] confirms that
pursuant to the Interfund Loan Agreement by and among AIM Combination Stock &
Bond Funds, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM
Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM
Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds,
AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series
Trust, AIM Variable Insurance Funds, Short-Term Investments Trust, Tax-Free
Investments Trust and A I M Advisors, Inc. dated ______________, 200_, it has
today loaned to [name of Borrowing Portfolio], a portfolio of [name of Fund],
$________________, which loan shall mature on __________, 200_ and shall bear
interest on the principal balance payable on ____________at a rate equal to
______________ per annum.
Date_____________________
[Name of Fund of which Lending Portfolio is a portfolio]
By:______________________
[Name of Fund of which Borrowing Portfolio is a portfolio]
By:______________________
19
