Exhibit h(1)
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
AIM INTERNATIONAL MUTUAL FUNDS
AND
AIM INVESTMENT SERVICES, INC.
TABLE OF CONTENTS
PAGE
ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT......................... 1
ARTICLE 2 FEES AND EXPENSES.......................................................... 2
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT....................... 3
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND................................. 4
ARTICLE 5 INDEMNIFICATION............................................................ 4
ARTICLE 6 COVENANTS OF THE FUND AND THE TRANSFER AGENT............................... 5
ARTICLE 7 TERMINATION OF AGREEMENT................................................... 6
ARTICLE 8 ADDITIONAL FUNDS........................................................... 6
ARTICLE 9 LIMITATION OF SHAREHOLDER LIABILITY........................................ 6
ARTICLE 10 ASSIGNMENT................................................................. 7
ARTICLE 11 AMENDMENT.................................................................. 7
ARTICLE 12 TEXAS LAW TO APPLY......................................................... 7
ARTICLE 13 MERGER OF AGREEMENT........................................................ 7
ARTICLE 14 COUNTERPARTS............................................................... 7
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 25th day of November, 2003, by and between AIM
INTERNATIONAL MUTUAL FUNDS, a Delaware statutory trust, having its principal
office and place of business at 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000 (the "Fund"), and AIM Investment Services, Inc., a Delaware corporation
having its principal office and place of business at 00 Xxxxxxxx Xxxxx, Xxxxx
000, Xxxxxxx, Xxxxx 00000 (the "Transfer Agent").
WHEREAS, the Transfer Agent is registered as such with the Securities
and Exchange Commission (the "SEC"); and
WHEREAS, the Fund is authorized to issue shares in separate series and
classes, with each such series representing interests in a separate portfolio of
securities and other assets and each such class having different distribution
arrangements; and
WHEREAS, the Fund on behalf of the Retail Class and Institutional Class
of each of the Portfolios thereof (the "Portfolios") desires to appoint the
Transfer Agent as its transfer agent, and agent in connection with certain other
activities, with respect to the Portfolios, and the Transfer Agent desires to
accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE 1
TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT
1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints the Transfer Agent to act as,
and the Transfer Agent agrees to act as, its transfer agent for the authorized
and issued shares of beneficial interest of the Fund representing interests in
the Retail Class and the Institutional Class of each of the respective
Portfolios ("Shares"), dividend disbursing agent, and agent in connection with
any accumulation or similar plans provided to shareholders of each of the
Portfolios (the "Shareholders"), including without limitation any periodic
investment plan or periodic withdrawal program, as provided in the currently
effective prospectus and statement of additional information (the "Prospectus")
of the Fund on behalf of the Portfolios.
1.02 The Transfer Agent agrees that it will perform the following
services:
(a) The Transfer Agent shall, in accordance with procedures
established from time to time by agreement between the Fund on behalf of each of
the Portfolios, as applicable, and the Transfer Agent:
(i) receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Fund
authorized pursuant to the Charter of the Fund (the
"Custodian");
(ii) pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the
appropriate Shareholder account;
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(iii) receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(iv) at the appropriate time as and when it receives
monies paid to it by the Custodian with respect to
any redemption, pay over or cause to be paid over in
the appropriate manner such monies as instructed by
the Fund;
(v) effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vi) prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of the
Shares;
(vii) maintain records of account for and advise the Fund
and its Shareholders as to the foregoing; and
(viii) record the issuance of Shares of the Fund and
maintain pursuant to SEC Rule 17Ad-1O(e) a record of
the total number of Shares which are authorized,
based upon data provided to it by the Fund, and
issued and outstanding.
The Transfer Agent shall also provide the Fund on a regular basis with
the total number of Shares which are authorized and issued and outstanding and
shall have no obligation, when recording the issuance of Shares, to monitor the
issuance of such Shares or to take cognizance of any laws relating to the issue
or sale of such Shares, which function shall be the sole responsibility of the
Fund.
(b) In addition to the services set forth in the above paragraph
(a), the Transfer Agent shall: (i) perform the customary services of a transfer
agent, including but not limited to: maintaining all Shareholder accounts,
mailing Shareholder reports and prospectuses to current Shareholders, preparing
and mailing confirmation forms and statements of accounts to Shareholders for
all purchases and redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information.
(c) Procedures as to who shall provide certain of these services
in Article 1 may be established from time to time by agreement between the Fund
on behalf of each Portfolio and the Transfer Agent. The Transfer Agent may at
times perform only a portion of these services and the Fund or its agent may
perform these services on the Fund's behalf.
ARTICLE 2
FEES AND EXPENSES
2.01 For performance by the Transfer Agent pursuant to this
Agreement, the Fund agrees on behalf of each of the Portfolios to pay the
Transfer Agent fees as set out in the initial fee schedule attached hereto for
the Retail Classes and an annual fee in the amount of .0125% of average daily
net assets, payable monthly for the Institutional Classes. Such fees and
out-of-pocket expenses and advances identified under Section 2.02 below may be
changed from time to time subject to mutual written agreement between the Fund
and the Transfer Agent.
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2.02 In addition to the fee paid under Section 2.01 above, the Fund
agrees to reimburse the Transfer Agent for out-of-pocket expenses or advances
incurred by the Transfer Agent for the items set out in the fee schedule
attached hereto. In addition, any other expenses incurred by the Transfer Agent
at the request or with the consent of the Fund, will be reimbursed by the Fund
on behalf of the applicable Shares.
2.03 The Fund agrees on behalf of each of the Portfolios to pay all
fees and reimbursable expenses following the mailing of the respective billing
notice. Postage for mailing of dividends, proxies, Fund reports and other
mailings to all Shareholder accounts shall be advanced to the Transfer Agent by
the Fund at least seven (7) days prior to the mailing date of such materials.
2.04 The Fund and the Transfer Agent recognize that the Transfer
Agent and/or its affiliates, including without limitation A I M Distributors,
Inc., may, from time to time, enter into certain omnibus, sub-accounting and
other similar arrangements whereby a broker/dealer or other financial
institution is the shareholder of record and performs certain recordkeeping and
other services (the "Ancillary Services") for the underlying beneficial owners
of shares in the Portfolios. The Fund and the Transfer Agent agree that: (i) the
Transfer Agent and/or its affiliates are entering into these arrangements on
behalf of and for the benefit of the Fund and each Portfolio; (ii) amounts owed
under these arrangements are the obligations of the Portfolios; and (iii) the
Fund shall pay such owed amounts to the Transfer Agent, who shall be responsible
for paying such amounts to the entities providing the Ancillary Services.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT
The Transfer Agent represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and in good
standing under the laws of the state of Delaware.
3.02 It is duly qualified to carry on its business in Delaware and
in Texas.
3.03 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
3.06 It is registered as a Transfer Agent as required by the
federal securities laws.
3.07 This Agreement is a legal, valid and binding obligation to it.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Transfer Agent that:
4.01 It is a statutory trust duly organized and existing and in
good standing under the laws of Delaware.
4.02 It is empowered under applicable laws and by its Agreement and
Declaration of Trust and By-Laws to enter into and perform this Agreement.
4.03 All corporate proceedings required by said Agreement and
Declaration of Trust and By-Laws have been taken to authorize it to enter into
and perform this Agreement.
4.04 It is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended.
4.05 A registration statement under the Securities Act of 1933, as
amended on behalf of each of the Portfolios is currently effective and will
remain effective, with respect to all Shares of the Fund being offered for sale.
ARTICLE 5
INDEMNIFICATION
5.01 The Transfer Agent shall not be responsible for, and the Fund
shall on behalf of the applicable Portfolio, indemnify and hold the Transfer
Agent harmless from and against, any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or attributable
to:
(a) all actions of the Transfer Agent or its agents or
subcontractors required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or willful
misconduct;
(b) the Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty of
the Fund hereunder;
(c) the reliance on or use by the Transfer Agent or its agents or
subcontractors of information, records and documents or services which (i) are
received or relied upon by the Transfer Agent or its agents or subcontractors
and/or furnished to it or performed by on behalf of the Fund, and (ii) have been
prepared, maintained and/or performed by the Fund or any other person or firm on
behalf of the Fund; provided such actions are taken in good faith and without
negligence or willful misconduct;
(d) the reliance on, or the carrying out by the Transfer Agent or
its agents or subcontractors of any instructions or requests of the Fund on
behalf of the applicable Portfolio; provided such actions are taken in good
faith and without negligence or willful misconduct; or
(e) the offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered
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in such state or in violation of any stop order or other determination or ruling
by any federal agency or any state with respect to the offer or sale of such
Shares in such state.
5.02 The Transfer Agent shall indemnify and hold the Fund harmless
from and against any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to any action or
failure or omission to act by the Transfer Agent as result of the Transfer
Agent's lack of good faith, negligence or willful misconduct.
5.03 At any time the Transfer Agent may apply to any officer of the
Fund for instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the Transfer
Agent under this Agreement, and the Transfer Agent and its agents or
subcontractors shall not be liable to and shall be indemnified by the Fund on
behalf of the applicable Portfolio for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. The
Transfer Agent shall be protected and indemnified in acting upon any paper or
document furnished by or on behalf of the Fund, reasonably believed to be
genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided to the Transfer
Agent or its agents or subcontractors by machine readable input, telex, CRT data
entry or other similar means authorized by the Fund, and shall not be held to
have notice of any change of authority of any person, until receipt of written
notice thereof from the Fund.
5.04 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
5.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
ARTICLE 6
COVENANTS OF THE FUND AND THE TRANSFER AGENT
6.01 The Fund shall, upon request, on behalf of each of the
Portfolios promptly furnish to the Transfer Agent the following:
(a) a certified copy of the resolution of the Board of Trustees of
the Fund authorizing the appointment of the Transfer Agent and the execution and
delivery of this Agreement; and
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(b) a copy of the Agreement and Declaration of Trust and By-Laws
of the Fund and all amendments thereto.
6.02 The Transfer Agent shall keep records relating to the services
to be performed hereunder, in the form and manner as it may deem advisable. To
the extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, the Transfer Agent agrees that all such
records prepared or maintained by the Transfer Agent relating to the services to
be performed by the Transfer Agent hereunder are the property of the Fund and
will be preserved, maintained and made available in accordance with such Section
and Rules, and will be surrendered promptly to the Fund on and in accordance
with its request.
6.03 The Transfer Agent and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.
6.04 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Transfer Agent will endeavor to notify the
Fund and to secure instructions from an authorized officer of the Fund as to
such inspection. The Transfer Agent reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.
ARTICLE 7
TERMINATION OF AGREEMENT
7.01 This Agreement may be terminated by either party upon sixty
(60) days written notice to the other.
7.02 Should the Fund exercise its right to terminate this
Agreement, all out-of-pocket expenses associated with the movement of records
and material will be borne by the Fund on behalf of the applicable Portfolios.
Additionally, the Transfer Agent reserves the right to charge for any other
reasonable expenses associated with such termination and/or a charge equivalent
to the average of three (3) months' fees.
ARTICLE 8
ADDITIONAL FUNDS
8.01 In the event that the Fund establishes one or more series of
Shares in addition to the Portfolios with respect to which it desires to have
the Transfer Agent render services as transfer agent under the terms hereof, it
shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees
in writing to provide such services, such series of Shares shall become a
Portfolio hereunder.
ARTICLE 9
LIMITATION OF SHAREHOLDER LIABILITY
9.01 Notice is hereby given that this Agreement is being executed
by the Fund by a duly authorized officer thereof acting as such and not
individually. The obligations of this Agreement are not binding upon any of the
trustees, officers, shareholders or the investment advisor of the Fund
individually but are binding only upon the assets and property belonging to
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the Fund, on its own behalf or on behalf of a Portfolio, for the benefit of
which the trustees or directors have caused this Agreement to be executed.
ARTICLE 10
ASSIGNMENT
10.01 Except as provided in Section 10.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
10.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
10.03 The Transfer Agent may, without further consent on the part of
the Fund, subcontract for the performance hereof with any entity which is duly
registered as a transfer agent pursuant to Section 17A(c)(1) of the Securities
Exchange Act of 1934 as amended ("Section 17A(c)(1)"); provided, however, that
the Transfer Agent shall be as fully responsible to the Fund for the acts and
omissions of any subcontractor as it is for its own acts and omissions.
ARTICLE 11
AMENDMENT
11.01 This Agreement may be amended or modified by a written
agreement executed by both parties and authorized or approved by a resolution of
the Board of Trustees of the Fund.
ARTICLE 12
TEXAS LAW TO APPLY
12.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Texas.
ARTICLE 13
MERGER OF AGREEMENT
13.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
ARTICLE 14
COUNTERPARTS
14.01 This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
AIM INTERNATIONAL MUTUAL FUNDS
By: /s/ XXXX X. XXXXXXXXXX
--------------------------------
Executive Vice President
ATTEST:
/s/ XXX XXXXXXXX
-----------------------------------
Assistant Secretary
AIM INVESTMENT SERVICES, INC.
By: /s/ XXXX X. XXXXX
--------------------------------
President
ATTEST:
/s/ XXX XXXXXXXX
-----------------------------------
Assistant Secretary
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FEE SCHEDULE
1. For performance by the Transfer Agent pursuant to this
Agreement, the Fund agrees on behalf of each of the Portfolios
to pay the Transfer Agent an annualized fee for shareholder
accounts that are open during any monthly period as set forth
below, and an annualized fee of $.70 per shareholder account
that is closed during any monthly period. Both fees shall be
billed by the Transfer Agent monthly in arrears on a prorated
basis of 1/12 of the annualized fee for all such accounts.
PER ACCOUNT FEE
FUND TYPE ANNUALIZED
--------- ----------
Class A, A3, B, C, R and Investor
and AIM Summit Fund
Non-Daily Accrual Funds $15.20
Class A, A3, B, C, R and Investor
Monthly Dividend and
Daily Accrual Funds $16.20
AIM Floating Rate Fund $17.60
2. Investment Credits
The total fees due to the Transfer Agent from all funds
affiliated with the Fund shall be reduced by an amount equal
to the investment income earned by the Transfer Agent, if any,
on the balances of the disbursement accounts for those funds.
3. Out-of-Pocket Expenses
The Fund shall reimburse the Transfer Agent monthly for
applicable out-of-pocket expenses relating to the procurement
of the following goods and services, as they relate to the
performance of the Transfer Agent's obligations set forth in
Article I of the Agreement, including, but not limited to:
- Remote access, license and usage charges paid by the
Transfer Agent for use of shareholder record keeping and
related systems provided by DST Systems, Inc., and used by
the Transfer Agent to service Shareholder accounts,
including but not limited to:
- TA2000(R), the recordkeeping system on which records
related to most Shareholder accounts will be
maintained;
- TRAC2000(R), the recordkeeping system on which
records related to Shareholder accounts held by and
through employer-sponsored retirement plans are
maintained;
- Automated Work Distributor(TM), a document imaging,
storage and distribution system;
- Financial Access Network, a computer system and
related software
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applications which will provide the necessary
interfaces to allow customers to access account
information residing on the TA2000 and TRAC2000
systems through xxxxxxxxxxxxxx.xxx; and
- PowerSelect(TM), a reporting database that AFS can
query to produce reports derived from Shareholder
account data residing on the TA2000 and TRAC2000
systems.
- Client specific system enhancements.
- Computer terminals, communication lines, printers and
other equipment and any expenses incurred in connection
with such terminals and lines.
- Magnetic media tapes and related freight.
- Microfiche, microfilm and electronic image scanning
equipment, production and storage costs.
- Telephone and telecommunication costs, including all
lease, maintenance and line costs.
- Record retention, retrieval and destruction costs,
including, but not limited to exit fees charged by third
party record keeping vendors.
- Duplicating services.
- Courier services.
- Ad hoc reports.
- Programming costs, system access and usage fees,
electronic presentment service fees, data and document
delivery fees, and other related fees and costs paid by
the Transfer Agent to Fiserv Solutions, Inc., which relate
to the printing and delivery of the following documents to
Shareholders and to each Shareholder's broker of record:
- Investment confirmations;
- Periodic account statements;
- Tax forms; and
- Redemption checks.
- Printing costs, including, without limitation, the costs
associated with printing certificates, envelopes, checks,
stationery, confirmations and statements.
- Postage (bulk, pre-sort, ZIP+4, bar coding, first class).
- Shipping, certified and overnight mail and insurance.
- Certificate insurance.
- Banking charges, including without limitation, incoming
and outgoing wire charges.
- Check writing fees.
- Federal Reserve charges for check clearance.
- Rendering fees.
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- Third party audit reviews.
- Due diligence mailings.
- Proxy solicitations, mailings and tabulations.
- Shareholder information and education mailings, including,
but not limited to, periodic shareholder newsletters and
tax guides.
- Such other miscellaneous expenses reasonably incurred by
the Transfer Agent in performing its duties and
responsibilities.
The Fund agrees that postage and mailing expenses will be paid
on the day of or prior to mailing. In addition, the Fund will
promptly reimburse the Transfer Agent for any other
unscheduled expenses incurred by the Transfer Agent whenever
the Fund and the Transfer Agent mutually agree that such
expenses are not otherwise properly borne by the Transfer
Agent as part of its duties and obligations under the
Agreement.
4. The fees and credits described in Paragraphs 1 and 2 above
shall first be allocated to the Institutional Class, if any,
of such Portfolio based upon the number of shareholder
accounts holding shares of such Class relative to the total
number of shareholder accounts holding all Classes of shares
in the Portfolio. The Portfolio's remaining fiscal
year-to-date fees and credits described in Paragraphs 1 and 2
above for shareholder accounts holding Class A, A3, B, C, R
and Investor Class shares, as applicable, of each Portfolio
shall be allocated among such Classes on the basis of fiscal
year-to-date average net assets.
5. Fees payable by the Transfer Agent for Ancillary Services
provided to the Institutional Class, if any, of each Portfolio
pursuant to Section 2.04 of the Agreement shall be allocated
to such Institutional Class. The Portfolio's fiscal
year-to-date fees payable by the Transfer Agent for Ancillary
Services provided to the Class A, A3, B, C, R and Investor
Class shares, as applicable, of each Portfolio pursuant to
Section 2.04 of the Agreement shall be allocated among such
Classes of each Portfolio based upon fiscal year-to-date
average net assets of each such Class.
6. Out-of-pocket expenses incurred by the Transfer Agent in
acting as transfer agent for the AIM Funds Accounts shall
first be allocated among such funds and portfolios based upon
the number of shareholder accounts maintained by the Transfer
Agent for such funds and portfolios. Such out-of-pocket
expenses that have been allocated to a Portfolio shall be
further allocated to the Institutional Class, if any, of such
Portfolio based upon the number of shareholder accounts
holding shares of such Class relative to the total number of
shareholder accounts holding all Classes of shares in the
Portfolio. The remaining amount of the Portfolio's fiscal
year-to-date out-of-pocket expenses shall be further allocated
among the Class A, A3, B, C, R and Investor Class shares, as
applicable, of each Portfolio based upon fiscal year-to-date
average net assets of each such Class.
7. Specifically identified fees, credits and out-of-pocket
expenses incurred by the Transfer Agent on behalf of one or
more, but less than all, Portfolios or Classes shall be
allocated solely to the affected Portfolios or Classes using
the allocation
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methodologies described in paragraphs 4, 5 and 6 above.
8. As used in this Fee Schedule, "AIM Funds" shall mean all
investment companies and their series portfolios, if any,
comprising, from time to time, the AIM Family of Funds(R), and
"AIM Funds Accounts" shall mean shareholder accounts for the
AIM Funds.
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