1
EXHIBIT m(14)
AGENCY PRICING AGREEMENT
(THE AIM FAMILY OF FUNDS--Registered Trademark--)
This Agreement is entered into as of the ___ of _____________, 19__,
between _________________________ (the "Plan Provider") and A I M Distributors,
Inc. (the "Distributor").
RECITAL
Plan Provider acts as a trustee and/or servicing agent for defined
contribution plans and/or deferred compensation plans (the "Plans") and invests
and reinvests such Plans' assets as specified by an investment advisor, sponsor
or administrative committee of the Plan (a "Plan Representative") generally upon
the direction of Plan beneficiaries (the "Participants").
Plan Provider and Distributor desire to facilitate the purchase and
redemption of shares (the "Shares") of the funds listed on Exhibit A hereto
which may be amended from time to time by Distributor (the "Fund" or "Funds"),
registered investment companies distributed by Distributor, on behalf of the
Plans, through one or more accounts (not to exceed one per Plan) in each Fund
(individually an "Account" and collectively the "Accounts"), subject to the
terms and conditions of this Agreement. Distributor shall, on behalf of the
Funds, pay to Plan Provider a fee in accordance with Exhibit A hereto.
AGREEMENT
1. SERVICES
Plan Provider shall provide shareholder and administration services for the
Plans and/or their Participants, including, without limitation: answering
questions about the Funds; assisting in changing dividend options, account
designations and addresses; establishing and maintaining shareholder
accounts and records; and assisting in processing purchase and redemption
transactions (the "Services"). Plan Provider shall comply with all
applicable laws, rules and regulations, including requirements regarding
prospectus delivery and maintenance and preservation of records. To the
extent allowed by law, Plan Provider shall provide Distributor with copies
of all records that Distributor may reasonably request. Distributor or its
affiliate will recognize each Plan as an unallocated account in each Fund,
and will not maintain separate accounts in each Fund for each Participant.
Except to the extent provided in Section 3, all Services performed by Plan
Provider shall be as an independent contractor and not as an employee or
agent of Distributor or any of the Funds. Plan Provider and Plan
Representatives, and not Distributor, shall take all necessary action so
that the transactions contemplated by this Agreement shall not be
"Prohibited Transactions" under section 406 of the Employee Retirement
Income Security Act of 1974, or section 4975 of the Internal Revenue Code.
2. PRICING INFORMATION
Each Fund or its designee will furnish Plan Provider on each business day
that the New York Stock Exchange is open for business ("Business Day"),
with (i) net asset value information as of the close of trading (currently
4:00 p.m. Eastern Time) on the New York
2
Stock Exchange or as at such later times at which a Fund's net asset value
is calculated as specified in such Fund's prospectus ("Close of Trading"),
(ii) dividend and capital gains information as it becomes available, and
(iii) in the case of income Funds, the daily accrual or interest rate
factor (mil rate). The Funds shall use their best efforts to provide such
information to Plan Provider by 6:00 p.m. Central Time on the same Business
Day.
Distributor or its affiliate will provide Plan Provider (a) daily
confirmations of Account activity within five Business Days after each day
on which a purchase or redemption of Shares is effected for the particular
Account, (b) if requested by Plan Provider, quarterly statements detailing
activity in each Account within fifteen Business Days after the end of each
quarter, and (c) such other reports as may be reasonably requested by Plan
Provider.
3. ORDERS AND SETTLEMENT
If Plan Provider receives instructions in proper form from Participants or
Plan Representatives before the Close of Trading on a Business Day, Plan
Provider will process such instructions that same evening. On the next
Business Day, Plan Provider will transmit orders for net purchases or
redemptions of Shares to Distributor or its designee by 9:00 a.m. Central
Time and wire payment for net purchases by 2:00 p.m. Central Time.
Distributor or its affiliate will wire payment for net redemptions on the
Business Day following the day the order is executed for the Accounts. In
doing so, Plan Provider will be considered the Funds' agent, and Shares
will be purchased and redeemed as of the Business Day on which Plan
Provider receives the instructions. Plan Provider will record time and date
of receipt of instructions and will, upon request, provide such
instructions and other records relating to the Services to Distributor's
auditors. If Plan Provider receives instructions in proper form after the
Close of Trading on a Business Day, Plan Provider will treat the
instructions as if received on the next Business Day.
4. REPRESENTATIONS WITH RESPECT TO THE DISTRIBUTOR AND THE FUNDS
Plan Provider and its agents shall limit representations concerning a Fund
or Shares to those contained in the then current prospectus of such Fund,
in current sales literature furnished by Distributor to Plan Provider, in
publicly available databases, such as those databases created by Standard &
Poor's and Morningstar, and in current sales literature created by Plan
Provider and submitted to and approved in writing by Distributor prior to
its use.
5. USE OF NAMES
Plan Provider and its affiliates will not, without the prior written
approval of Distributor, make public references to A I M Management Group
Inc. or any of its subsidiaries, or to the Funds. For purposes of this
provision, the public does not include Plan Providers' representatives who
are actively engaged in promoting the Funds. Any brochure or other
communication to the public that mentions the Funds shall be submitted to
Distributor for written approval prior to use. Plan Provider shall provide
copies of its regulatory filings that include any reference to A I M
Management Group Inc. or its subsidiaries or the Funds to Distributor. If
Plan Provider or its affiliates should make unauthorized references or
representations, Plan Provider agrees to indemnify and hold harmless the
Funds, A I M Management Group
-2-
3
Inc. and its subsidiaries from any claims, losses, expenses or liability
arising in any way out of or connected in any way with such references or
representations.
6. TERMINATION
(a) This Agreement may be terminated with respect to any Fund at any time
without any penalty by the vote of a majority of the directors of such
Fund who are "disinterested directors", as that term is defined in the
Investment Company Act of 1940, as amended (the "1940 Act"), or by a
vote of a majority of the Fund's outstanding shares, on sixty (60)
days' written notice. It will be terminated by any act which
terminates either the Fund's Distribution Plan, or any related
agreement thereunder, and in any event, it shall terminate
automatically in the event of its assignment as that term is defined
in the 1940 Act.
(b) Either party may terminate this Agreement upon ninety (90) days' prior
written notice to the other party at the address specified below.
7. INDEMNIFICATION
(a) Plan Provider agrees to indemnify and hold harmless the Distributor,
its affiliates, the Funds, the Funds' investment advisors, and each of
their directors, officers, employees, agents and each person, if any,
who controls them within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), (the "Distributor Indemnitees")
against any losses, claims, damages, liabilities or expenses to which
a Distributor Indemnitee may become subject insofar as those losses,
claims, damages, liabilities or expenses or actions in respect
thereof, arise out of or are based upon (i) Plan Provider's negligence
or willful misconduct in performing the Services, (ii) any breach by
Plan Provider of any material provision of this Agreement, or (iii)
any breach by Plan Provider of a representation, warranty or covenant
made in this Agreement; and Plan Provider will reimburse the
Distributor Indemnitee for any legal or other expenses reasonably
incurred, as incurred, by them in connection with investigating or
defending such loss, claim or action. This indemnity agreement will be
in addition to any liability which Plan Provider may otherwise have.
(b) Distributor agrees to indemnify and hold harmless Plan Provider and
its affiliates, and each of its directors, officers, employees, agents
and each person, if any, who controls Plan Provider within the meaning
of the Securities Act (the "Plan Provider Indemnitees") against any
losses, claims, damages, liabilities or expenses to which a Plan
Provider Indemnitee may become subject insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) arise
out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the Registration Statement
or Prospectus of a Fund, or the omission or the alleged omission to
state therein a material fact required to be stated therein or
necessary to make statements therein not misleading, (ii) any breach
by Distributor of any material provision of this Agreement, (iii)
Distributor's negligence or willful misconduct in carrying out its
duties and responsibilities under this Agreement, or (iv) any breach
by Distributor of a representation, warranty or covenant made in this
Agreement; and Distributor will reimburse the Plan Provider
Indemnitees for any
-3-
4
legal or other expenses reasonably incurred, as incurred, by them, in
connection with investigating or defending any such loss, claim or action.
This indemnity agreement will be in addition to any liability which
Distributor may otherwise have.
(c) If any third party threatens to commence or commences any action for
which one party (the "Indemnifying Party") may be required to
indemnify another person hereunder (the "Indemnified Party"), the
Indemnified Party shall promptly give notice thereof to the
Indemnifying Party. The Indemnifying Party shall be entitled, at its
own expense and without limiting its obligations to indemnify the
Indemnified Party, to assume control of the defense of such action
with counsel selected by the Indemnifying Party which counsel shall be
reasonably satisfactory to the Indemnified Party. If the Indemnifying
Party assumes the control of the defense, the Indemnified Party may
participate in the defense of such claim at its own expense. Without
the prior written consent of the Indemnified Party, which consent
shall not be withheld unreasonably, the Indemnifying Party may not
settle or compromise the liability of the Indemnified Party in such
action or consent to or permit the entry of any judgment in respect
thereof unless in connection with such settlement, compromise or
consent each Indemnified Party receives from such claimant an
unconditional release from all liability in respect of such claim.
8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Texas applicable to agreements fully executed
and to be performed therein.
9. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS
Each party represents that it is free to enter into this Agreement and that
by doing so it will not breach or otherwise impair any other agreement or
understanding with any other person, corporation or other entity. Each
party represents that it has full power and authority under applicable law,
and has taken all action necessary to enter into and perform this Agreement
and the person executing this Agreement on its behalf is duly authorized
and empowered to execute and deliver this Agreement. Additionally, each
party represents that this Agreement, when executed and delivered, shall
constitute its valid, legal and binding obligation, enforceable in
accordance with its terms.
Plan Provider further represents, warrants, and covenants that:
(a) it is registered as a transfer agent pursuant to Section 17A of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), or is
not required to be registered as such;
(b) the arrangements provided for in this Agreement will be disclosed to
the Plan Representatives; and
(c) it is registered as a broker-dealer under the 1934 Act or any
applicable state securities laws, or, including as a result of
entering into and performing the services set forth in this Agreement,
is not required to be registered as such.
-4-
5
Distributor further represents, warrants and covenants, that:
(a) it is registered as a broker-dealer under the 1934 Act and any
applicable state securities laws; and
(b) the Funds' advisors are registered as investment advisors under the
Investment Advisers Act of 1940, the Funds are registered as
investment companies under the 1940 Act and Fund Shares are registered
under the Securities Act.
10. MODIFICATION
This Agreement and Exhibit A may be amended at any time by Distributor
without Plan Provider's consent by Distributor mailing a copy of an
amendment to Plan Provider at the address set forth below. Such amendment
shall become effective thirty (30) days from the date of mailing unless
this Agreement is terminated by the Plan Provider within such thirty (30)
days.
11. ASSIGNMENT
This Agreement shall not be assigned by a party hereto, without the prior
written consent of the other parties hereto, except that a party may assign
this Agreement to an affiliate having the same ultimate ownership as the
assigning party without such consent.
12. SURVIVAL
The provisions of Sections 1, 5 and 7 shall survive termination of this
Agreement.
-5-
6
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly
authorized officers as of the date first above written.
--------------------------------------
(PLAN PROVIDER)
By:
-----------------------------------
Print Name:
--------------------------
Title:
-------------------------------
Address:
------------------------------
A I M DISTRIBUTORS, INC. (DISTRIBUTOR)
By:
----------------------------------
Print Name:
---------------------------
Title:
-------------------------------
00 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
7
EXHIBIT A
For the term of this Agreement, Distributor, or its affiliates, shall
pay Plan Provider the following amounts for each of the following Funds with
respect to the average daily net asset value of the Class A Shares of the Plans'
balances for the prior quarter:
FUND ANNUAL FEE
---- ----------
AIM Advisor Funds, Inc. (Class A Shares Only)
AIM Advisor Flex Fund .25%
AIM Advisor International Value Fund .25%
AIM Advisor Large Cap Value Fund .25%
AIM Advisor MultiFlex Fund .25%
AIM Advisor Real Estate Fund .25%
AIM Equity Funds, Inc. (Class A Shares Only)
AIM Aggressive Growth Fund* .25%
AIM Blue Chip Fund .25%
AIM Capital Development Fund .25%
AIM Charter Fund .25%
AIM Constellation Fund .25%
AIM Xxxxxxxxxx Fund .25%
AIM Funds Group (Class A Shares Only)
AIM Balanced Fund .25%
AIM Global Utilities Fund .25%
AIM High Yield Fund .25%
AIM Income Fund .25%
AIM Intermediate Government Fund .25%
AIM Municipal Bond Fund .25%
AIM Select Growth Fund .25%
AIM Value Fund .25%
AIM Growth Series (Class A Shares Only)
AIM Basic Value Fund .25%
AIM Europe Growth Fund .25%
AIM International Growth Fund .25%
AIM Japan Growth Fund .25%
AIM Mid Cap Equity Fund .25%
AIM New Pacific Growth Fund .25%
AIM Small Cap Growth Fund .25%
AIM Worldwide Growth Fund .25%
8
AIM International Funds, Inc. (Class A Shares Only)
AIM Asian Growth Fund .25%
AIM European Development Fund .25%
AIM Global Aggressive Growth Fund .25%
AIM Global Growth Fund .25%
AIM Global Income Fund .25%
AIM International Equity Fund .25%
AIM Investment Funds (Class A Shares Only)
AIM Developing Markets Fund .25%
AIM Emerging Markets Fund .25%
AIM Emerging Markets Debt Fund .25%
AIM Global Consumer Products and Services Fund .25%
AIM Global Financial Services Fund .25%
AIM Global Government Income Fund .25%
AIM Global Growth & Income Fund .25%
AIM Global Health Care Fund .25%
AIM Global Infrastructure Fund .25%
AIM Global Resources Fund .25%
AIM Global Telecommunications Fund .25%
AIM Latin American Growth Fund .25%
AIM Strategic Income Fund .25%
AIM Investment Securities Funds (Class A Shares Only)
AIM High Yield Fund II .25%
AIM Limited Maturity Treasury Fund .15%
AIM Series Trust (Class A Shares Only)
AIM Global Trends Fund .25%
AIM Special Opportunities Funds (Class A Shares Only)
AIM Small Cap Opportunities Fund .25%
Distributor or its affiliates shall calculate the amount of quarterly
payment and shall deliver to Plan Provider a quarterly statement showing the
calculation of the quarterly amounts payable to Plan Provider. Distributor
reserves the right at any time to impose minimum fee payment requirements before
any quarterly payments will be made to Plan Provider. Payment to Plan Provider
shall occur within 30 days following the end of each quarter. All parties agree
that the payments referred to herein are for record keeping and administrative
services only and are not for legal, investment advisory or distribution
services.
Minimum Payments: $50 (with respect to all Funds in the aggregate.)
