EXHIBIT 9(d)
SHAREHOLDER SUB-ACCOUNTING SERVICES AGREEMENT
AGREEMENT made as of the 1st day of October, 1993 by and between (i)
until and including October 14, 1993, the investment companies listed on
Schedule A hereto and, after October 14, 1993, the investment companies
listed on Schedule B hereto as such Schedule may be amended from time to time
(the "AIM Funds"); (ii) The Shareholders Services Group, Inc. ("The
Shareholders Services Group"); (iii) Financial Data Services, Inc. ("FDS") a
New Jersey corporation; and (iv) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ("MLPF&S"), a Delaware corporation.
WITNESSETH:
WHEREAS, the AIM Funds are investment companies registered under the
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, The Shareholders Services Group is the transfer agent, dividend
disbursing agent and shareholder servicing agent for the AIM Funds; and
WHEREAS, each of the AIM Funds and The Shareholders Services Group have
entered into a separate agreement pursuant to which The Shareholders Services
Group agreed to arrange for the performance of certain administrative services
for shareholders of the AIM Funds who maintain shares of such Funds in a
brokerage account with MLPF&S, a broker-dealer affiliated with FDS; and
WHEREAS, FDS, a transfer agent registered under the Securities Exchange Act
of 1934, has presented to The Shareholders Services Group the various
administrative services that may be performed by MLPF&S;
WHEREAS, each of the parties hereto which executed that certain shareholder
Sub-Accounting Services Agreement, dated as of July 1, 1990, among certain of
the AIM Funds, The Shareholder Services Group, FDS and MLPF&S, desire to replace
such agreement with a new agreement; and
WHEREAS, The Shareholders Services Group desires to retain MLPF&S to
perform such services and MLPF&S is willing and able to furnish such services on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto severally agrees, as follows:
1. MLPF&S agrees to perform the administrative services and functions
specified in Exhibit A hereto (the "Services") for the benefit of the
shareholders of the AIM Funds who maintain shares of any of such Funds
in brokerage accounts with MLPF&S and whose shares are included in the
master account referred to in paragraph 1 of Exhibit A (collectively,
the "MLPF&S customers").
2. MLPF&S agrees that it will maintain and preserve all records as
required by law to be maintained and preserved in connection with
providing the services, and will
otherwise comply with all laws, rules and regulations applicable to
the services. Upon the request of The Shareholders Services Group,
MLPF&S shall provide copies of all the historical records relating to
transactions involving the AIM Funds and MLPF&S customers, written
communication regarding that Fund to or from such customers and other
materials, in each case as may reasonably be requested to enable the
Fund or its representatives, including without limitation its
auditors, investment advisor, The Shareholders Services Group or
successor transfer agent or distributor, to monitor and review the
Services, or to comply with any request of the board of directors,
trustees or general partners (collectively, the "Directors") of the
AIM Funds or of a governmental body, self-regulatory organization or a
shareholder. MLPF&S agrees that it will permit The Shareholders
Services Group and the AIM Funds or their representatives to have
reasonable access to its personnel and records in order to facilitate
the monitoring of the quality of the services. It is understood that
notwithstanding anything herein to the contrary, neither FDS nor
MLPF&S shall be required to provide the names and addresses of MLPF&S
customers to The Shareholder Services Group, the AIM Funds or their
representatives, unless applicable laws or regulations otherwise
require.
3. MLPF&S may contract with or establish relationships with FDS or other
parties for the provision of services or activities of MLPF&S required
by the Agreement.
4. Each of MLPF&S and FDS hereby agrees to notify promptly The
Shareholders Services Group if for any reason either of them is unable
to perform fully and promptly any of its obligations under this
Agreement.
5. Each of MLPF&S and FDS hereby represent that neither of them now owns
or holds with power to vote any shares of the AIM Funds which are
registered in the name of the MLPF&S or the name of its nominee and
which are maintained in MLPF&S brokerage accounts.
6. The provisions of the Agreement shall in no may limit the authority of
The Shareholders Services Group or any of the AIM Funds to take such
action as it may deem appropriate or advisable in connection with all
matters relating to the operations of such Fund and/or sale of its
shares.
7. In consideration of the performance of the Services by MLPF&S and FDS,
each of the Funds severally agrees to compensate FDS at the rate of
$11.00 annually per each MLPF&S customer account holding shares of a
Fund which shares were subject to an up-front sales load or no sales
load, and $14.00 annually per MLPF&S customer account holding shares
of a Fund that are subject to contingent deferred sales charge
("CDSC"); provided, however, if all shares in an MLPF&S customer
account have been held for the requisite time period such that the
shares are no longer subject to a CDSC, then FDS will be compensated
at the rate of $11.00 annually for such MLPF&S customer account. It
is agreed by the parties hereto that these rates are effective as of
October 1, 1993. These rates are the current standard rates for the
services provided by FDS and MLPF&S hereunder. Payment shall be made
monthly based upon the number of
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shareholders of a Fund in a MLPF&S brokerage account for any part of
the subject month. This number shall be certified each year by
independent public accountants of MLPF&S as of a month selected by The
Shareholders Services Group, such certification to be at the expense
of MLPF&S. MLPF&S agrees that notwithstanding anything herein to
the contrary, it will not request any increase in its compensation
hereunder to be effective prior to September 30, 1996. In the event
MLPF&S or FDS as its agent were to mail any such Funds' proxy
materials, reports, prospectuses and other information to shareholders
of the AIM Funds who are Xxxxxxx Xxxxx customers pursuant to paragraph
4 of Exhibit A, the AIM Funds agree to reimburse MLPF&S or FDS, as the
case may be, for postage, handling fees and reasonable costs of
supplies used by it in such mailings in an amount to be determined in
accordance with the rates set forth in Rule 451.90 of the New York
Stock Exchange, Inc.
8. FDS shall indemnify and hold harmless each of the AIM Funds and The
Shareholders Services Group from and against any and all losses or
liabilities that any one or more of them may incur, including without
limitation reasonable attorneys' fees, expenses and cost, arising out
of or related to the performance or non-performance of MLPF&S or FDS
of its responsibilities under this Agreement, EXCLUDING, HOWEVER, any
such claims, suits, loss, damage or cost caused by, materially
contributed to or arising from any non-compliance by The Shareholders
Services Group or an AIM Fund with its obligations under this
Agreement, as to which The Shareholders Services Group and each of
the AIM Funds shall indemnify, hold harmless and defend FDS and MLPF&S
on the same basis as set forth above.
9. This Agreement may be terminated at any time by each of The
Shareholder Services Group, MLPF&S and FDS or by any AIM Fund as to
itself or by The Shareholders Services Group as to itself, upon 30
days' written notice to FDS. This Agreement may also be terminated as
to any or all AIM Funds at any time without penalty upon 30 days
written notice to FDS that the agreement(s) between the AIM Fund(s)
and The Shareholders Services Group pertaining to the services
hereunder have been terminated. The provisions of paragraph 2 shall
continue in full force and effect after termination of this Agreement.
Notwithstanding the foregoing, this Agreement shall not require MLPF&S
to preserve any records relating to this Agreement beyond the time
periods otherwise required by the laws to which MLPF&S is subject.
10. Any other AIM Fund for which The Shareholders Services Group serves as
transfer agent may become a party to this Agreement by giving written
notice to The Shareholder Services Group and MLPF&S or FDS that it has
elected to become a party hereto and by having this Agreement executed
on its behalf.
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11. Each of MLPF&S and FDS understand and agree that the obligation of
each AIM Fund under this Agreement is not binding upon any shareholder
of the Fund personally, but bind only each Fund and each Fund's
property; each of MLPF&S and FDS represents that it has notice of the
provisions of the Declaration of Trust, if applicable, of each AIM
Fund disclaiming shareholder liability for acts or obligations of the
Funds.
12. It is understood and agreed that in performing the services under this
Agreement, neither MLPF&S nor FDS shall be acting as an agent for any
AIM Fund.
13. This Agreement, including any Exhibits and Schedules attached hereto,
constitutes the entire agreement between the parties with respect to
the matters dealt with herein, and supercedes any previous agreements
and documents with respect to such matters.
IN WITNESS HEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXXX LYNCH, PIERCE, FINANCIAL DATA SERVICES INC.
XXXXXX & XXXXX INC.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxx
------------------------------- -------------------------------
Xxxxx X. Xxxxx Xxxxxx X. Xxxx
----------------------------------- -----------------------------------
Print Name Print Name
Senior Vice President President
----------------------------------- -----------------------------------
Title Title
THE SHAREHOLDERS SERVICES
GROUP, INC.
By:
-------------------------------
-----------------------------------
Print Name
-----------------------------------
Title
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SCHEDULE A
AIM CONVERTIBLE SECURITIES, INC. AIM FUNDS GROUP ON BEHALF OF ITS AIM
MONEY MARKET FUND(C), AIM GOVERNMENT
SECURITIES FUND, AIM INCOME FUND,
By: /s/ Xxxxxx X. Xxxxxx AIM INTERNATIONAL GROWTH FUND(C),
------------------------------- AIM MUNICIPAL BOND FUND, AIM HIGH
YIELD FUND(C), AIM UTILITIES FUND,
Xxxxxx X. Xxxxxx AIM VALUE FUND, AIM GROWTH FUND, AIM
----------------------------------- AGGRESSIVE GROWTH FUND, AIM CASH
Print Name FUND, AIM TAX-EXEMPT CASH FUND, AIM
TAX-EXEMPT BOND FUND OF CONNECTICUT,
Executive Vice President AIM TAX-EXEMPT CASH FUND OF CONNECTICUT
-----------------------------------
Title
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
AIM EQUITY FUNDS, INC. ON BEHALF OF
THE RETAIL CLASSES OF ITS AIM CHARTER Xxxxxx X. Xxxxxx
FUND, AIM CONSTELLATION FUND, AND -----------------------------------
XXXXXXXXXX FUND Print Name
Executive Vice President
By: /s/ Xxxxxx X. Xxxxxx -----------------------------------
------------------------------- Title
Xxxxxx X. Xxxxxx
----------------------------------- AIM HIGH YIELD SECURITIES, INC.
Print Name
Executive Vice President By: /s/ Xxxxxx X. Xxxxxx
----------------------------------- -------------------------------
Title
Xxxxxx X. Xxxxxx
-----------------------------------
Print Name
Executive Vice President
-----------------------------------
Title
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SHORT-TERM INVESTMENTS CO.
AIM INTERNATIONAL FUNDS, INC. ON BEHALF OF ITS AIM LIMITED MATURITY
ON BEHALF OF ITS AIM INTERNATIONAL TREASURY SHARES AND AIM MONEY MARKET
EQUITY FUND FUND
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------- -------------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
----------------------------------- -----------------------------------
Print Name Print Name
Executive Vice President Executive Vice President
----------------------------------- -----------------------------------
Title Title
AIM INVESTMENT SECURITIES FUNDS, INC. TAX-FREE INVESTMENTS CO.
ON BEHALF OF ITS AIM ADJUSTABLE RATE ON BEHALF OF ITS AIM TAX-FREE
GOVERNMENT FUND INTERMEDIATE SHARES
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------- -------------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
----------------------------------- -----------------------------------
Print Name Print Name
Executive Vice President Executive Vice President
----------------------------------- -----------------------------------
Title Title
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AIM VARIABLE INSURANCE FUNDS, INC.
ON BEHALF OF ITS AIM V.I. CAPITAL
APPRECIATION FUND, AIM V.I.
DIVERSIFIED INCOME FUND, AIM V.I.
GOVERNMENT SECURITIES FUND, AIM V.I.
GROWTH FUND, AIM V.I. INTERNATIONAL
EQUITY FUND, AIM V.I. MONEY MARKET
FUND AND AIM V.I. VALUE FUND
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
-----------------------------------
Print Name
Executive Vice President
-----------------------------------
Title
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SCHEDULE B
AIM TAX-EXEMPT FUNDS, INC. ON
BEHALF OF ITS AIM TAX-EXEMPT CASH
FUND, AIM TAX-EXEMPT BOND FUND OF AIM INTERNATIONAL FUNDS, INC. ON
CONNECTICUT, AND AIM TAX-FREE BEHALF OF ITS AIM INTERNATIONAL EQUITY
INTERMEDIATE SHARES FUND
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------- -------------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
----------------------------------- -----------------------------------
Print Name Print Name
Executive Vice President Executive Vice President
----------------------------------- -----------------------------------
Title Title
AIM EQUITY FUNDS, INC. ON BEHALF OF
AIM INVESTMENT SECURITIES FUNDS THE RETAIL CLASSES OF ITS AIM
ON BEHALF OF ITS AIM ADJUSTABLE CHARTER FUND, AIM CONSTELLATION FUND,
RATE GOVERNMENT FUND AND AIM AIM XXXXXXXXXX FUND, AND AIM
LIMITED MATURITY TREASURY SHARES AGGRESSIVE GROWTH FUND
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------- -------------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
----------------------------------- -----------------------------------
Print Name Print Name
Executive Vice President Executive Vice President
----------------------------------- -----------------------------------
Title Title
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AIM FUNDS GROUP ON BEHALF OF ITS AIM
GROWTH FUND, AIM UTILITIES FUND, AIM
GOVERNMENT SECURITIES FUND, AIM
INCOME FUND, AIM MUNICIPAL BOND FUND,
AIM HIGH YIELD FUND, AIM MONEY MARKET
FUND, AIM VALUE FUND, AND AIM
BALANCED FUND
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
-----------------------------------
Print Name
Executive Vice President
-----------------------------------
Title
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EXHIBIT A
Pursuant to the Agreement by and among the parties hereto, MLPF&S shall
perform the following services:
1. Maintain separate records for each shareholder of any of the AIM Funds
who holds shares of a Fund in a brokerage account with MLPF&S ("MLPF&S
customers"), which records shall reflect shares purchased and redeemed
and share balances. MLPF&S shall maintain a single master account
with the transfer agent of the Fund on behalf of MLPF&S customers and
such account shall be in the name of MLPF&S or its nominee as the
record owner of the shares owned by such customers.
2. Disburse or credit to MLPF&S customers all proceeds of redemptions of
shares of the AIM Funds and all dividends and other distributions not
reinvested in shares of the AIM Funds.
3. Prepare and transmit to MLPF&S customers periodic account statements
showing the total number of shares owned by the customer as of the
statement closing date, purchases and redemptions of AIM Funds shares
by the customers during the period covered by the statement and the
dividends and other distributions paid to the customer during the
statement period (whether paid in cash or reinvested in Fund shares).
4. Transmit to MLPF&S customers proxy materials and reports and other
information received by MLPF&S from the AIM Funds and required to be
sent to shareholders under the federal securities laws, and, upon
request of the Fund's transfer agent transmit to MLPF&S customers
material fund communications deemed by the AIM Fund, through its Board
of Directors or other similar governing body, to be necessary and
proper for receipt by all fund beneficial shareholders.
5. Transmit to the AIM Fund's transfer agent purchase and redemption
orders on behalf of Xxxxxxx Xxxxx customers.
6. Provide to The Shareholders Services Group or the Funds, or any of the
agents designated by any of them, such periodic reports as The
Shareholders Services Group shall reasonably conclude is necessary to
enable The Shareholders Services Group, each AIM Fund and its
distributor to comply with State Blue Sky and other legal and
regulatory requirements.
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