EXHIBIT f(1)
AIM FUNDS
DIRECTOR DEFERRED COMPENSATION AGREEMENT
As Amended March 7, 2000, and September 28, 2001
AIM FUNDS
DIRECTOR DEFERRED COMPENSATION AGREEMENT
AGREEMENT, made on this __ day of _______, 20__, by and
between the registered open-end investment companies listed on Appendix A hereto
(the "Funds"), and _______________________________________________________ (the
"Director") residing at _______________________________________.
WHEREAS, the Funds and the Director have entered into
agreements pursuant to which the Director will serve as a director/trustee of
the Funds; and
WHEREAS, if the Funds and the Director have previously entered
into an additional agreement whereby the Funds will provide to the Director a
vehicle under which the Director can defer receipt of directors' fees payable by
the Funds, they now desire to amend and restate such agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
obligations set forth in this Agreement, the Funds and the Director hereby agree
as follows:
1. DEFINITION OF TERMS AND CONSTRUCTION
1.1 Definitions. Unless a different meaning is plainly implied by the
context, the following terms as used in this Agreement shall have the following
meanings:
(a) "Beneficiary" shall mean such person or persons designated
pursuant to Section 4.3 hereof to receive benefits after the death of the
Director.
(b) "Boards of Directors" shall mean the respective Boards of
Directors of the Funds.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, or any successor statute.
(d) "Compensation" shall mean the amount of directors' fees paid by
each of the Funds to the Director during a Deferral Year prior to reduction for
Compensation Deferrals made under this Agreement.
(e) "Compensation Deferral" shall mean the amount or amounts of the
Director's Compensation deferred under the provisions of Section 3 of this
Agreement.
(f) "Deferral Accounts" shall mean the accounts maintained to
reflect the Director's Compensation Deferrals made pursuant to Section 3 hereof
(or pursuant to any prior agreement) and any other credits or debits thereto.
(g) "Deferral Year" shall mean each calendar year during which the
Director makes, or is entitled to make, Compensation Deferrals under Section 3
hereof.
(h) "Retirement" shall have the same meaning as set forth under the
Retirement Plan.
(i) "Retirement Plan" shall mean the "AIM Funds Retirement Plan for
Eligible Directors/Trustees."
(j) "Valuation Date" shall mean the last business day of each
calendar year and any other day upon which the Funds makes valuations of the
Deferral Accounts.
1.2 Plurals and Gender. Where appearing in this Agreement the singular
shall include the plural and the masculine shall include the feminine, and vice
versa, unless the context clearly indicates a different meaning.
1.3 Directors and Trustees. Where appearing in this Agreement,
"Director" shall also refer to "Trustee" and "Board of Directors" shall also
refer to "Board of Trustees."
1.4 Headings. The headings and sub-headings in this Agreement are
inserted for the convenience of reference only and are to be ignored in any
construction of the provisions hereof.
1.5 Separate Agreement for Each Fund. This Agreement is drafted, and
shall be construed, as a separate agreement between the Director and each of the
Funds.
2. PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED
2.1 Commencement of Compensation Deferrals. The Director may elect, on
a form provided by, and submitted to, the Presidents of the respective Funds, to
commence Compensation Deferrals under Section 3 hereof for the period beginning
on the later of (i) the date this Agreement is executed or (ii) the date such
form is submitted to the Presidents of the Funds.
2.2 Termination of Deferrals. The Director shall not be eligible to
make Compensation Deferrals after the earliest of the following dates:
(a) The date on which he ceases to serve as a Director of all of
the Funds; or
(b) The effective date of the termination of this Agreement.
3. COMPENSATION DEFERRALS
3.1 Compensation Deferral Elections.
(a) On or prior to the first day of any Deferral Year, the Director
may elect, on the form described in Section 2.1 hereof, to defer the receipt of
all or a portion of his Compensation for such Deferral Year. Such writing shall
set forth the amount of such Compensation Deferral (in whole percentage
amounts). Such election shall continue in effect for all subsequent Deferral
Years unless it is canceled or modified as provided below.
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(b) Compensation Deferrals shall be withheld from each payment of
Compensation by the Funds to the Director based upon the percentage amount
elected by the Director under Section 3.1(a) hereof.
(c) The Director may cancel or modify the amount of his
Compensation Deferrals on a prospective basis by submitting to the Presidents of
the Funds a revised Compensation Deferral election form. Such change will be
effective as of the first day of the Deferral Year following the date such
revision is submitted to the Presidents of the Funds.
3.2 Valuation of Deferral Account.
(a) Each Fund shall establish a bookkeeping Deferral Account to
which will be credited an amount equal to the Director's Compensation Deferrals
under this Agreement made with respect to Compensation earned from each such
Fund. Compensation Deferrals shall be allocated to the Deferral Accounts on the
first business day following the date such Compensation Deferrals are withheld
from the Director's Compensation. As of the date of this Agreement, the Deferral
Accounts also shall be credited with the amounts credited to the Director under
each other outstanding elective deferred compensation agreement entered into by
and between the Funds and the Director which is superseded by this Agreement
pursuant to Section 6.11 hereof. The Deferral Accounts shall be debited to
reflect any distributions from such Accounts. Such debits shall be allocated to
the Deferral Accounts as of the date such distributions are made.
(b) As of each Valuation Date, income, gain and loss equivalents
(determined as if the Deferral Accounts are invested in the manner set forth
under Section 3.3, below) attributable to the period following the next
preceding Valuation Date shall be credited to and/or deducted from the
Director's Deferral Accounts.
3.3 Investment of Deferral Account Balances.
(a) (1) The Director may select, from various options made
available by the Funds, the investment media in which all or part of his
Deferral Accounts shall be deemed to be invested.
(2) The Director shall make an investment designation on a form
provided by the Presidents of the Funds which shall remain effective until
another valid direction has been made by the Director as herein provided. The
Director may amend his investment designation by giving written direction to the
Presidents of the Funds in such manner and at such time as the Funds may permit,
but no less frequently than quarterly on thirty (30) days' notice prior to the
end of a calendar quarter. A timely change to a Director's investment
designation shall become effective as soon as practicable following receipt by
the Presidents of the Funds.
(3) The investment media deemed to be made available to the
Director, and any limitation on the maximum or minimum percentages of the
Director's Deferral Accounts that may be invested any particular medium, shall
be the same as from time-to-time communicated to the Director by the Presidents
of the Funds.
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(b) Except as provided below, the Director's Deferral Accounts
shall be deemed to be invested in accordance with his investment designations,
provided such designations conform to the provisions of this Section. If -
(1) the Director does not furnish the Presidents of the Funds
with complete, written investment instructions, or
(2) the written investment instructions from the Director are
unclear, then the Director's election to make Compensation Deferrals hereunder
shall be held in abeyance and have no force or effect until such time as the
Director shall provide the Presidents of the Funds with complete investment
instructions. Notwithstanding the above, the Boards of Directors, in their sole
discretion, may disregard the Director's election and determine that all
Compensation Deferrals shall be deemed to be invested in a fund determined by
the Boards of Directors. In the event that any fund under which any portion of
the Director's Deferral Accounts is deemed to be invested ceases to exist, such
portion of the Deferral Accounts thereafter shall be held in the successor to
such fund, subject to subsequent deemed investment elections.
The Funds shall provide an annual statement to the Director showing
such information as is appropriate, including the aggregate amount in the
Deferral Accounts, as of a reasonably current date.
4. DISTRIBUTIONS FROM DEFERRAL ACCOUNTS
4.1 Payment Date and Methods.
(a) Designation of Date. Each deferral direction given pursuant to
Section 3.1 shall include designation of the Payment Date for the value of the
amount deferred. Such Payment Date shall be the first day of any calendar
quarter, subject to the limitation set forth in paragraph 4.1(c).
(b) Extension Date. At least one year before the Payment Date
initially designated pursuant to paragraph 4.1(a) above, the Participant may
irrevocably elect to extend such Payment Date to the first day of any calendar
quarter, subject to the limitation set forth in paragraph 4.1(c).
(c) Limitation. The Director shall select a Payment Date (or
extended Payment Date) that is no sooner than the earlier of (i) the January 1
that follows the second anniversary of the Participant's deferral election made
pursuant to paragraph 4.1(a) or (b) or (ii) the January 1 of the year after the
Participant's Retirement.
(d) Methods of Payment. Distributions from the Director's Deferral
Accounts shall be paid in cash in a single sum unless the Participant elects, at
the time a Payment Date is selected pursuant to paragraph 4.1(a) or 4.1(b), to
receive the amount payable in generally equal quarterly installments over a
period not to exceed ten (10) years. In addition, at least one year before the
Payment Date, a Director may change the method of payment previously selected.
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(e) Irrevocability. Except as provided in paragraphs 4.1(b) and
4.1(d), a designation of a Payment Date and an election of installment payments
shall be irrevocable; provided, however, that payment shall be made or begin on
a different date as follows:
(1) Upon the Director's death, payment shall be made in
accordance with Section 4.2,
(2) Upon the Director's ceasing to serve as a director of all
of the Funds for reasons other than death or Retirement, payment shall be made
or begin within three months after the end of the calendar year in which such
termination occurs in accordance with the method elected by the Director
pursuant to paragraph 4.1(d) provided the designation of such method had been
made at least one year before such termination occurred, except that the Boards
of Directors, in their sole discretion, may accelerate the distribution of such
Deferral Accounts,
(3) Upon termination of this Agreement, payment shall be made
in accordance with Section 5.2, and
(4) In the event of the liquidation, dissolution or winding up
of a Fund or the distribution of all or substantially all of a Fund's assets and
property relating to one or more series of its shares to the shareholders of
such series (for this purpose a sale, conveyance or transfer of a Fund's assets
to a trust, partnership, association or corporation in exchange for cash, shares
or other securities with the transfer being made subject to, or with the
assumption by the transferee of, the liabilities of the Fund shall not be deemed
a termination of the Fund or such a distribution), all unpaid balances of the
Deferral Accounts related to such Fund as of the effective date thereof shall be
paid in a lump sum on such effective date.
4.2 Death Prior to Complete Distribution of Deferral Accounts. Upon the
death of the Director prior to the commencement of the distribution of the
amounts credited to his Deferral Accounts, the balance of such Accounts shall be
distributed to his Beneficiary in accordance with the method of payment selected
pursuant to paragraph 4.1(d), commencing as soon as practicable after the
Director's death. In the event of the death of the Director after the
commencement of such distribution, but prior to the complete distribution of his
Deferral Accounts, the balance of the amounts credited to his Deferral Accounts
shall be distributed to his Beneficiary over the remaining period during which
such amounts were distributable to the Director under Section 4.1 hereof.
Notwithstanding the above, the Boards of Directors, in their sole discretion,
may accelerate the distribution of the Deferral Accounts.
4.3 Designation of Beneficiary. For purposes of Section 4.2 hereof, the
Director's Beneficiary shall be the person or persons so designated by the
Director in a written instrument submitted to the Presidents of the Funds. In
the event the Director fails to properly designate a Beneficiary, his
Beneficiary shall be the person or persons in the first of the following classes
of successive preference Beneficiaries surviving at the death of the Director:
the Director's (1) surviving spouse or (2) estate.
4.4 Payments Due Missing Persons. The Funds shall make a reasonable
effort to locate all persons entitled to benefits under this Agreement. However,
notwithstanding any provisions of this Agreement to the contrary, if, after a
period of five (5) years from the date such
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benefit shall be due, any such persons entitled to benefits have not been
located, their rights under this Agreement shall stand suspended. Before this
provision becomes operative, the Funds shall send a certified letter to all such
persons to their last known address advising them that their benefits under this
Agreement shall be suspended. Any such suspended amounts shall be held by the
Funds for a period of three (3) additional years (or a total of eight (8) years
from the time the benefits first become payable) and thereafter, if unclaimed,
such amounts shall be forfeited.
5. AMENDMENTS AND TERMINATION
5.1 Amendments.
(a) The Funds and the Director may, by a written instrument signed
by, or on behalf of, such parties, amend this Agreement at any time and in any
manner.
(b) The Funds reserve the right to amend, in whole or in part, and
in any manner, any or all of the provisions of this Agreement by action of their
Boards of Directors for the purposes of complying with any provision of the Code
or any other technical or legal requirements, provided that:
(1) No such amendment shall make it possible for any part of
the Director's Deferral Accounts to be used for, or diverted to, purposes other
than for the exclusive benefit of the Director or his Beneficiaries, except to
the extent otherwise provided in this Agreement; and
(2) No such amendment may reduce the amount of the Director's
Deferral Accounts as of the effective date of such amendment.
5.2 Termination. The Director and the Funds may, by written instrument
signed by, or on behalf of, such parties, terminate this Agreement at any time.
In the event of the termination of this Agreement, the Boards of Directors, in
their sole discretion, may choose to pay out the Director's Deferral Accounts
prior to the designated Payment Dates. Otherwise, following a termination of
this Agreement, such Accounts shall continue to be maintained in accordance with
the provisions of this Agreement until the time they are paid out.
6. MISCELLANEOUS.
6.1 Rights of Creditors.
(a) This Agreement is unfunded. Neither the Director nor any other
persons shall have any interest in any specific asset or assets of the Funds by
reason of any Deferral Accounts hereunder, nor any rights to receive
distribution of his Deferral Accounts except and as to the extent expressly
provided hereunder. The Funds shall not be required to purchase, hold or dispose
of any investments pursuant to this Agreement; however, if in order to cover
their obligations hereunder the Funds elect to purchase any investments the same
shall continue for all purposes to be a part of the general assets and property
of the Funds, subject to the claims of their general creditors and no person
other than the Funds shall by virtue of the provisions of this Agreement have
any interest in such assets other than an interest as a general creditor.
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(b) The rights of the Director and the Beneficiaries to the amounts
held in the Deferral Accounts are unsecured and shall be subject to the
creditors of the Funds. With respect to the payment of amounts held under the
Deferral Accounts, the Director and his Beneficiaries have the status of
unsecured creditors of the Funds. This Agreement is executed on behalf of the
Funds by an officer, or other representative, of the Funds as such and not
individually. Any obligation of the Funds hereunder shall be an unsecured
obligation of the Funds and not of any other person.
6.2 Agents. The Funds may employ agents and provide for such clerical,
legal, actuarial, accounting, advisory or other services as it deems necessary
to perform their duties under this Agreement. The Funds shall bear the cost of
such services and all other expenses they incur in connection with the
administration of this Agreement.
6.3 Liability and Indemnification. Except for their own gross
negligence, willful misconduct or willful breach of the terms of this Agreement,
the Funds shall be indemnified and held harmless by the Director against
liability or losses occurring by reason of any act or omission of the Funds or
any other person.
6.4 Incapacity. If the Funds shall receive evidence satisfactory to
them that the Director or any Beneficiary entitled to receive any benefit under
the Agreement is, at the time when such benefit becomes payable, a minor, or is
physically or mentally incompetent to receive such benefit and to give a valid
release therefor, and that another person or an institution is then maintaining
or has custody of the Director or Beneficiary and that no guardian, committee or
other representative of the estate of the Director or Beneficiary shall have
been duly appointed, the Funds may make payment of such benefit otherwise
payable to the Director or Beneficiary to such other person or institution,
including a custodian under a Uniform Gifts to Minors Act, or corresponding
legislation (who shall be an adult, a guardian of the minor or a trust company),
and the release of such other person or institution shall be a valid and
complete discharge for the payment of such benefit.
6.5 Cooperation of Parties. All parties to this Agreement and any
person claiming any interest hereunder agree to perform any and all acts and
execute any and all documents and papers which are necessary or desirable for
carrying out this Agreement or any of its provisions.
6.6 Governing Law. This Agreement is made and entered into in the State
of Texas and all matters concerning its validity, construction and
administration shall be governed by the laws of the State of Texas.
6.7 Nonguarantee of Directorship. Nothing contained in this Agreement
shall be construed as a contract or guarantee of the right of the Director to
be, or remain as, a director of any of the Funds or to receive any, or any
particular rate of, Compensation from any of the Funds.
6.8 Counsel. The Funds may consult with legal counsel with respect to
the meaning or construction of this Agreement, their obligations or duties
hereunder or with respect to any action or proceeding or any question of law,
and they shall be fully protected with respect to any action taken or omitted by
them in good faith pursuant to the advice of legal counsel.
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6.9 Spendthrift Provision. The Director's and Beneficiaries' interests
in the Deferral Accounts may not be anticipated, sold, encumbered, pledged,
mortgaged, charged, transferred, alienated, assigned nor become subject to
execution, garnishment or attachment and any attempt to do so by any person
shall render the Deferral Accounts immediately forfeitable.
6.10 Notices. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered personally or mailed by United
States registered or certified mail, return receipt requested, postage prepaid,
or by nationally recognized overnight delivery service providing for a signed
return receipt, addressed to the Director at the home address set forth in the
Funds' records and to the Funds at the address set forth on the first page of
this Agreement, provided that all notices to the Funds shall be directed to the
attention of the Presidents of the Funds or to such other address as either
party may have furnished to the other in writing in accordance herewith, except
that notice of change of address shall be effective only upon receipt.
6.11 Entire Agreement. This Agreement contains the entire understanding
between the Funds and the Director with respect to the payment of non-qualified
elective deferred compensation by the Fund to the Director. Effective as of the
date hereof, this Agreement replaces, and supersedes, all other non-qualified
elective deferred compensation agreements by and between the Director and the
Funds.
6.12 Interpretation of Agreement. Interpretations of, and
determinations (including factual determinations) related to, this Agreement
made by the Funds in good faith, including any determinations of the amounts of
the Deferral Accounts, shall be conclusive and binding upon all parties; and the
Funds shall not incur any liability to the Director for any such interpretation
or determination so made or for any other action taken by it in connection with
this Agreement in good faith.
6.13 Successors and Assigns. This Agreement shall be binding upon, and
shall inure to the benefit of, the Funds and their successors and assigns and to
the Director and his heirs, executors, administrators and personal
representatives.
6.14 Severability. In the event any one or more provisions of this
Agreement are held to be invalid or unenforceable, such illegality or
unenforceability shall not affect the validity or enforceability of the other
provisions hereof and such other provisions shall remain in full force and
effect unaffected by such invalidity or unenforceability.
6.15 Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
The Funds
By:
------------------------ ------------------------
Witness Name:
Title:
------------------------ ----------------------------
Witness Director
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APPENDIX A
For the purposes of the Deferred Compensation Agreement "AIM Funds"
shall mean each of the regulated investment companies constituting classes or
series of shares of the following entities:
AIM ADVISOR FUNDS
AIM EQUITY FUNDS
AIM FLOATING RATE FUND
AIM FUNDS GROUP
AIM GROWTH SERIES
AIM INTERNATIONAL FUNDS, INC.
AIM INVESTMENT FUNDS
AIM INVESTMENT SECURITIES FUNDS
AIM SERIES TRUST
AIM SPECIAL OPPORTUNITIES FUNDS
AIM SUMMIT FUND
AIM TAX-EXEMPT FUNDS
AIM VARIABLE INSURANCE FUNDS
SHORT-TERM INVESTMENTS CO.
SHORT-TERM INVESTMENTS TRUST
TAX-FREE INVESTMENTS CO.
DEFERRED COMPENSATION AGREEMENT
DEFERRAL ELECTION FORM
TO: Presidents of the AIM Funds
FROM:
DATE:
With respect to the Deferred Compensation agreement (the
"Agreement") dated as of ________________________ by and between the undersigned
and the AIM Funds, I hereby make the following elections:
Deferral of Compensation
Starting with Compensation to be paid to me with respect to
services provided by me to the AIM Funds after the date this election Form is
received by the AIM Funds, I hereby elect that ______ percent (_____%) of my
Compensation (as defined under the Agreement) be reduced and that the Fund
establish a bookkeeping account credited with amounts equal to the amount so
reduced (the "Deferral Account"). The Deferral Account shall be further credited
with income equivalents as provided under the Agreement. I understand that this
election will remain in effect with respect to Compensation I earn in subsequent
years unless I modify or revoke it. I further understand that such modification
or revocation will be effective only prospectively and will apply commencing
with the Compensation I earn in the calendar year that begins after the change
is received by you.
Payment Date
I hereby designate ________ 1 (select the first month in any
calendar quarter) in the year ______ (select a year that is at least two years
after the year this election is made) as the Payment Date for the amounts
credited to my Deferral Account pursuant to the election made above. If my
Retirement (as defined in the Agreement) occurs sooner, I [ ] do [ ] do not
(check the appropriate box) want payment of such amounts to commence effective
the January 1 following my Retirement. I understand that amounts credited to my
Deferral Account may be paid to me prior to the Payment Date as provided in the
Agreement.
Payment Method
I hereby elect to receive the amounts credited to my Deferral
Account in (check one)
[ ] a single payment in cash
[ ] annual installments for a period of ____ (select no more than 10 years)
beginning within 30 days following the payment date selected above.
I understand that the amounts credited to my Deferral Account
shall remain the general assets of the AIM Funds and that, with respect to the
payment of such amounts, I am merely a general creditor of the AIM Funds. I may
not sell, encumber, pledge, assign or otherwise alienate the amounts credited to
my Deferral Account.
I hereby agree that the terms of the Agreement are
incorporated herein and are made a part hereof. Dated as of the day and year
first above written.
WITNESS: DIRECTOR:
------------------------- ------------------------------
WITNESS: RECEIVED:
AIM Funds
------------------------------
By:
--------------------------
Date:
------------------------
DEFERRED COMPENSATION AGREEMENT
INVESTMENT DIRECTION FORM
TO: Presidents of the AIM Funds
FROM:
DATE:
With respect to the Deferred Compensation Agreement (the
"Agreement") by and between the undersigned and the AIM Funds, I hereby elect
that my Deferral Account under the Agreement be considered to be invested as
follows (in multiples of 10%):
NAME OF FUND %
------------ ---
%
----------------------------------- --
%
----------------------------------- --
%
----------------------------------- --
%
----------------------------------- --
%
----------------------------------- --
%
----------------------------------- --
I acknowledge that I may amend this Investment Agreement in
the manner, and at such time, as permitted under the Agreement. Furthermore, I
acknowledge that, pursuant to Section 3.3(b) of the Agreement, the Fund has
reserved the right to disregard the elections made above to consider my Deferral
Account to be deemed to be invested in a fund of its choosing.
WITNESS: DIRECTOR:
------------------------- ------------------------------
WITNESS: RECEIVED:
------------------------- AIM Funds
By:
---------------------------
Date:
-------------------------
DEFERRED COMPENSATION AGREEMENT
BENEFICIARY DESIGNATION FORM
TO: Presidents of the AIM Funds
FROM:
DATE:
With respect to the Deferred Compensation Agreement (the
"Agreement") by and between the undersigned and the AIM Funds, I hereby make the
following beneficiary designations:
I. Primary Beneficiary
I hereby appoint the following as my Primary Beneficiary(ies)
to receive at my death the amounts credited to my Deferral Account under the
Agreement. In the event I am survived by more than one Primary Beneficiary, such
Primary Beneficiaries shall share equally in such amounts unless I indicate
otherwise on an attachment to this form:
-----------------------------------------------------------------
Name Relationship
-----------------------------------------------------------------
Address
-----------------------------------------------------------------
City State Zip
II. Secondary Beneficiary
In the event I am not survived by any Primary Beneficiary, I
hereby appoint the following as Secondary Beneficiary(ies) to receive death
benefits under the Agreement. In the event I am survived by more than one
Secondary Beneficiary, such Secondary Beneficiaries shall share equally unless I
indicate otherwise on an attachment to this form:
-----------------------------------------------------------------
Name Relationship
-----------------------------------------------------------------
Address
-----------------------------------------------------------------
City State Zip
I understand that I may revoke or amend the above designations
at any time. I further understand that if I am not survived by a Primary or
Secondary Beneficiary, my Beneficiary shall be as set forth under the Agreement.
WITNESS: DIRECTOR:
------------------------- ------------------------------
WITNESS: RECEIVED:
------------------------- AIM Funds
By:
---------------------------
Date:
-------------------------
PAYMENT DATE ELECTION FORM
FOR PREVIOUSLY DEFERRED COMPENSATION
TO: Presidents of the AIM Funds
FROM:
DATE:
With respect to the Deferred Compensation agreement (the
"Agreement") by and between the undersigned and the AIM Funds, pursuant to which
I have previously elected to defer Compensation,
Payment Date Change:
I hereby designate ________ 1 (select the first month in any
calendar quarter) in the year ______ (select a year that is at least two years
after the year this election is made) as the Payment Date for the amounts
previously credited to my Deferral Account and amounts subsequently credited
thereto. If my Retirement (as defined in the Agreement) occurs sooner, I [ ] do
[ ] do not (check the appropriate box) want payment of such amounts to commence
effective the January 1 following my Retirement. I understand that amounts
credited to my Deferral Account may be paid to me prior to the Payment Date as
provided in the Agreement.
Payment Method Change
I hereby elect to receive the amounts credited to my Deferral
Account in (check one)
[ ] a single payment in cash
[ ] annual installments for a period of ____ (select no more than 10 years)
I understand that this change in payment method will not be
given effect unless my Payment Date is at least one year from the date hereof
and I do not cease to be a Director within such year.
I understand that I may amend this designation in the manner,
and at such time, as permitted under the Agreement.
WITNESS: DIRECTOR:
------------------------- ------------------------------
WITNESS: RECEIVED:
------------------------- AIM Funds
By:
---------------------------
Date:
-------------------------
DEFERRED COMPENSATION AGREEMENT
SUMMARY
Your Deferred Compensation Agreement (the "Agreement") allows
you to defer some or all of your annual trustee's fees otherwise payable by the
Funds. Deferred fees are deemed invested in certain mutual funds selected by
you. The deferral is pre-tax, and the deferred amount and the credited gains,
losses and income are not subject to tax until paid out to you.
Your deferrals (and investment experience) are posted to a
bookkeeping account maintained by the Funds in your name. In order for you to
enjoy the tax deferral, the payments due under the Agreement will be paid from
the Funds' general assets, and you are considered a general unsecured creditor
of the Funds; you may not transfer your right to receive payments under the
Agreement to any other person, nor may you pledge that right to secure any debt
or other obligation; finally, an election to defer must be made in writing
before the first day of the calendar year for which the fees are earned (the
"Election Date") and elections can be changed only prospectively, effective for
the next calendar year.
An important change has been made to your Agreement to give
you greater flexibility to select the time and method of payment of amounts that
you defer: for amounts previously deferred and for future elections you now
designate a specific Payment Date and payment method which generally may be
changed with at least one year's advance notice.
PAYMENT DATE ELECTION
Deferred fees (and the income, gains and losses credited
during the deferral period) generally will be paid out as elected by you in
installments or a single sum in cash within 30 days of the Payment Date elected.
(For payments in connection with your termination of service as a trustee, see
below.)
Deferrals must be for a minimum two year period (unless your
retirement date under the Retirement Plan is earlier). Thus, the Payment Date
may be the first day of any calendar quarter that follows the second anniversary
of the applicable Election Date or your retirement date. Thus, fees previously
deferred and fees payable for the calendar year beginning January 1, 1997 may be
deferred to the first day of any calendar quarter in any year from 1999.
EXTENDING A PAYMENT DATE
At least one year prior to any Payment Date, you may extend
that Date, provided that the additional period of deferral is at least two
years. You may make this change in Payment Date only once.
PAYMENT METHOD
The value of your deferrals (based on your election as to how
your deferral account is to be considered invested) will be paid in cash, in one
lump sum or in annual
installments (over a period not to exceed 10 years) as you select at the time
you select your Payment Date. You may change this election, but the change will
not be given effect unless it is made at least one year before your Payment Date
or your ceasing to be a trustee (whichever occurs first). This one year
requirement is waived in the case of your death (see Termination of Service,
below).
TERMINATION OF SERVICE
Upon your death, your account under the Agreement will be paid
out as elected by you in installments or in a single sum in cash as soon as
practicable. Payment will be made to your designated Beneficiary or
Beneficiaries or to your estate if there is no surviving Beneficiary.
Upon termination of your service as trustee for any reason
other than death or your retirement (as defined in the Retirement Plan), your
account will be paid to you as a single sum (or in installments if you had
timely elected that method) in cash within three months following the end of the
fiscal year in which you terminate, regardless of the Payment Dates you elected.
EXHIBIT g(6)
FOREIGN ASSETS
DELEGATION AGREEMENT
This FOREIGN ASSETS DELEGATION AGREEMENT (the "Agreement") is made
this 29th day of June, 2001 by and between A I M ADVISORS, INC., a Delaware
corporation ("AIM") and each registered investment company (the "Investment
Companies") and its respective portfolios as listed on Schedule A attached
hereto (the "Funds"), as the same may be amended from time to time.
WITNESSETH:
WHEREAS, AIM has agreed to accept responsibility for the selection of
foreign countries in which the Funds may invest; and
WHEREAS, AIM has agreed to accept responsibility for selecting eligible
foreign securities depositories in such countries;
NOW THEREFORE, AIM hereby agrees as follows:
1. DEFINITIONS.
A. "ELIGIBLE FOREIGN SECURITIES DEPOSITORY" means a foreign
Securities Depository that meets the eligibility requirements
of Paragraph 5 hereof.
B. "FOREIGN ASSETS" means any of a Fund's investments (including
foreign currencies) for which the primary market is outside
the United States, currency contracts that are settled outside
the United States, and such cash and cash equivalents as are
reasonably necessary to effect the Fund's transactions in such
investments.
C. "PREVAILING COUNTRY RISKS" means all factors reasonably
related to the systemic risk of holding Foreign Assets in a
particular country, including but not limited to, such
country's political environment; economic and financial
infrastructure (including any Eligible Foreign Securities
Depositories operating in the country); prevailing or
developing custody and settlement practices; laws and
regulations applicable to the safekeeping and recovery of
Foreign Assets held in custody in that country; and factors
compromising "prevailing country risk", including the effects
of foreign law on the safekeeping of Fund assets, the
likelihood of expropriation, nationalization, freezing or
confiscation of the Fund's assets and any reasonably
foreseeable difficulties in repatriating the Fund's assets.
D. "PRIMARY CUSTODIAN" means State Street Bank and Trust Company.
E. "SECURITIES DEPOSITORY" means a system for the central
handling of securities where all securities of any particular
class or series of any issuer deposited within the system are
treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of the securities.
A Securities Depository includes an Eligible Foreign
Securities Depository.
2. FOREIGN COUNTRY SELECTION. AIM shall select the foreign countries in
which a Fund invests. AIM may determine that an issuer is located in a
particular country based on various factors, including the following;
(i) the issuer is organized under the laws of and maintains a principal
office in that country; (ii) the issuer derives 50% or more of its
total revenues from business in that country; (iii) the primary market
for the issuer's securities is in that country. In addition, in
determining whether to maintain assets of Fund in a foreign country,
AIM shall consider Prevailing Country Risks. AIM may rely on
information provided by computerized information services, such as
Bloomberg terminals, in making the foregoing determinations. AIM may
also rely on information and opinions provided by the Foreign Custody
Manager in making such determinations. AIM may add or delete foreign
countries to or from the list of approved foreign countries from time
to time, as determined by the AIM employees who are portfolio managers
of the Funds.
3. ELIGIBLE FOREIGN SECURITIES DEPOSITORIES SELECTION. AIM shall select
Eligible Foreign Securities Depositories for the placement and
maintenance of Foreign Assets. AIM shall not make any such selection
unless and until is has determined that a Fund's custody arrangements
provide reasonable safeguards against the custody risks associated with
maintaining assets with the Eligible Foreign Securities Depository,
including:
A. Risk Analysis and Monitoring.
(1) The Fund and AIM have received from the Primary
Custodian (or its agent) an analysis of the custody
risks associated with maintaining assets with the
Eligible Foreign Securities Depository; and
(2) The contract between the Fund and the Primary
Custodian requires the Primary Custodian (or its
agent) to monitor the custody risks associated with
maintaining assets with the Eligible Foreign
Securities Depository on a continuing basis, and
promptly notify the Fund and AIM of any material
change in these risks.
B. Exercise of Care. The contract between the Fund and the
Primary Custodian states that the Primary Custodian will agree
to exercise reasonable care, prudence, and diligence in
performing the requirements of Paragraphs 3(A)(1) and (2)
above, or adhere to a higher standard of care.
4. WITHDRAWAL FROM FOREIGN SECURITIES DEPOSITORY. If a custody arrangement
with a foreign Securities Depository no longer meets the eligibility
requirements set forth Paragraph 5 below, AIM shall withdraw the Fund's
Foreign Assets from the Securities Depository as soon as reasonably
practicable.
5. DETERMINATION OF ELIGIBILITY. AIM shall determine a foreign Securities
Depository to be an Eligible Foreign Securities Depository if it:
A. Acts as or operates a system for the central handling of
securities or equivalent book-entries in the country where it
is incorporated, or a transnational system for the central
handling of securities or equivalent book-entries;
2
B. Is regulated by a foreign financial regulatory authority as
defined under section 2(a)(50) of the Investment Company Act
of 1940, as amended (the 1940 Act);
C. Holds assets for the custodian that participates in the system
on behalf of the Fund under safekeeping conditions no less
favorable than the conditions that apply to other
participants;
D. Maintains records that identify the assets of each participant
and segregates the system's own assets from the assets of
participants;
E. Provides periodic reports to its participants with respect to
its safekeeping of assets, including notices of transfers to
or from any participant's account; and
F. Is subject to periodic examination by regulatory authorities
or independent accountants.
6. REPORTS AND OTHER INFORMATION.
A. QUARTERLY REPORTS. AIM will submit to the Boards of
Directors/Trustees a quarterly report listing all newly
approved countries and all countries in which a Fund invested
for the first time during the preceding quarter. Such report
shall include a revised Appendix 1 to the Foreign Custody and
Country Selection Procedures, if applicable, listing the
approved countries. AIM will submit to the Boards of
Directors/Trustees a quarterly report indicating changes to
Eligible Foreign Securities Depositories to the extent such
report is not provided by the Primary Custodian.
B. OTHER REPORTS. AIM will notify the Boards of
Directors/Trustees in writing of any material change in the
Eligible Foreign Securities Depositories for a Fund that has
not been reported by the Primary Custodian promptly after the
occurrence of the material change.
7. SUPERSEDES PRIOR AGREEMENT. This Agreement supersedes and replaces the
Foreign Country Selection and Mandatory Securities Depository
Responsibilities Delegation Agreement dated September 9, 1998, as
amended.
8. LIABILITY OF AIM AND THE FUNDS. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or
duties hereunder on the part of AIM or any of its officers, directors
or employees, AIM shall not be subject to liability to the Funds or to
any shareholder of the Funds for any act or omission in the course of,
or connected with, rendering services hereunder or for any losses that
may be sustained in connection with the responsibilities delegated
hereunder. Any liability of AIM to one Fund shall not automatically
impart liability on the part of AIM to any other Fund. No Fund shall be
liable for the obligations of any other Fund.
9. DELEGATION TO SUB-ADVISORS. AIM may delegate its duties under this
Agreement to the sub-advisors for certain Funds for which AIM serves as
investment adviser. Such sub-advisors shall have the same obligations
and shall be subject to the same standard of care as AIM is under this
Agreement.
3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers, as of the day and year first above
written.
On behalf of itself and on behalf of its Funds listed on Schedule A
hereto, as such Schedule may be amended from time to time:
AIM ADVISOR FUNDS
AIM EQUITY FUNDS
AIM FLOATING RATE FUND
AIM FUNDS GROUP
AIM GROWTH SERIES
AIM INTERNATIONAL FUNDS, INC.
AIM INVESTMENT FUNDS
AIM INVESTMENT SECURITIES FUNDS
AIM SERIES TRUST
AIM SPECIAL OPPORTUNITIES FUNDS
AIM SUMMIT FUND
AIM VARIABLE INSURANCE FUNDS
GLOBAL INVESTMENT PORTFOLIO
Attest: /s/ XXXXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
--------------------------- -------------------------
Assistant Secretary Name: Xxxxxx X. Xxxxxx
Title: President
A I M ADVISORS, INC.
Attest: /s/ XXXXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
--------------------------- -------------------------
Assistant Secretary Name: Xxxxxx X. Xxxxxx
Title: President
4
SCHEDULE A
TO THE
FOREIGN ASSETS DELEGATION AGREEMENT
AIM ADVISOR FUNDS AIM INTERNATIONAL FUNDS, INC. AIM SPECIAL OPPORTUNITIES FUNDS
AIM Advisor Flex Fund AIM Asian Growth Fund AIM Large Cap Opportunities
AIM Advisor International Value AIM European Development Fund
Fund Fund AIM Mid Cap Opportunities Fund
AIM Advisor Real Estate Fund AIM International Equity Fund AIM Small Cap Opportunities
AIM Global Aggressive Growth Fund
AIM EQUITY FUNDS Fund
AIM Aggressive Growth Fund AIM Global Growth Fund AIM SUMMIT FUND
AIM Blue Chip Fund AIM Global Income Fund
AIM Capital Development Fund AIM VARIABLE INSURANCE FUNDS
AIM Charter Fund AIM INVESTMENT FUNDS AIM V.I. Aggressive Growth
AIM Constellation Fund AIM Developing Markets Fund Fund
AIM Dent Demographic Trends AIM Global Consumer Products AIM V.I. Balanced Fund
Fund and Services Fund AIM V.I. Blue Chip Fund
AIM Emerging Growth Fund AIM Global Financial Services AIM V.I. Capital Appreciation
AIM Large Cap Basic Value Fund Fund Fund
AIM Large Cap Growth Fund AIM Global Health Care Fund AIM V.I. Capital Development
AIM Mid Cap Growth Fund AIM Global Infrastructure Fund Fund
AIM Xxxxxxxxxx Fund AIM Global Resources Fund AIM V.I. Dent Demographic
AIM Global Telecommunications Trends Fund
AIM FLOATING RATE FUND and Technology Fund AIM V.I. Diversified Income Fund
AIM Latin American Growth Fund AIM V.I. Global Utilities Fund
AIM FUNDS GROUP AIM Strategic Income Fund AIM V.I. Government Securities
AIM Balanced Fund Fund
AIM European Small Company AIM INVESTMENT SECURITIES FUNDS AIM V.I. Growth Fund
Fund AIM High Yield Fund AIM V.I. Growth and Income
AIM Global Utilities Fund AIM High Yield Fund II Fund
AIM International Emerging Growth AIM Income Fund AIM V.I. High Yield Fund
Fund AIM V.I. International Equity
AIM New Technology Fund AIM SERIES TRUST Fund
AIM Select Growth Fund AIM Global Trends Fund AIM V.I. New Technology Fund
AIM Small Cap Equity Fund AIM V.I. Value Fund
AIM Value Fund
AIM Value II Fund GLOBAL INVESTMENT PORTFOLIO
AIM Worldwide Spectrum Fund Global Consumer Products and
Services Portfolio
AIM GROWTH SERIES Global Resources Portfolio
AIM Basic Value Fund
AIM Euroland Growth Fund
AIM Japan Growth Fund
AIM Mid Cap Equity Fund
AIM Small Cap Growth Fund
5
EXHIBIT n(1)
FOURTH AMENDED AND RESTATED MULTIPLE CLASS PLAN
OF
THE AIM FAMILY OF FUNDS--Registered Trademark--
1. This Fourth Amended and Restated Multiple Class Plan (the "Plan")
adopted in accordance with Rule 18f-3 under the Act shall govern the
terms and conditions under which the Funds may issue separate Classes
of Shares representing interests in one or more Portfolios of each
Fund.
2. Definitions. As used herein, the terms set forth below shall have the
meanings ascribed to them below.
(a) Act - Investment Company Act of 1940, as amended.
(b) AIM Cash Reserve Shares - shall mean the AIM Cash Reserve
Shares Class of AIM Money Market Fund, a Portfolio of AIM
Investment Securities Funds.
(c) CDSC - contingent deferred sales charge.
(d) CDSC Period - the period of years following acquisition of
Shares during which such Shares may be assessed a CDSC upon
redemption.
(e) Class - a class of Shares of a Fund representing an interest
in a Portfolio.
(f) Class A Shares - shall mean those Shares designated as Class A
Shares in the Fund's organizing documents.
(g) Class B Shares - shall mean those Shares designated as Class B
Shares in the Fund's organizing documents.
(h) Class C Shares - shall mean those Shares designated as Class C
Shares in the Fund's organizing documents.
(i) Directors - the directors or trustees of a Fund.
(j) Distribution Expenses - expenses incurred in activities which
are primarily intended to result in the distribution and sale
of Shares as defined in a Plan of Distribution and/or
agreements relating thereto.
(k) Distribution Fee - a fee paid by a Fund to the Distributor to
compensate the Distributor for Distribution Expenses.
(l) Distributor - A I M Distributors, Inc. or Fund Management
Company, as applicable.
(m) Fund - those investment companies advised by A I M Advisors,
Inc. which have adopted this Plan.
1
(n) Institutional Shares - shall mean Shares of a Fund
representing an interest in a Portfolio offered for sale to
institutional customers as may be approved by the Directors
from time to time and as set forth in the Fund's prospectus.
(o) Plan of Distribution - Any plan adopted under Rule 12b-1 under
the Act with respect to payment of a Distribution Fee and/or
Service Fee.
(p) Portfolio - a series of the Shares of a Fund constituting a
separate investment portfolio of the Fund.
(q) Service Fee - a fee paid to financial intermediaries for the
ongoing provision of personal services to Fund shareholders
and/or the maintenance of shareholder accounts.
(r) Share - a share of common stock or beneficial interest in a
Fund, as applicable.
3. Allocation of Income and Expenses.
(a) Distribution Fees and Service Fees - Each Class shall bear
directly any and all Distribution Fees and/or Service Fees
payable by such Class pursuant to a Plan of Distribution
adopted by the Fund with respect to such Class.
(b) Transfer Agency and Shareholder Recordkeeping Fees - Each
Class shall bear directly the transfer agency fees and
expenses and other shareholder recordkeeping fees and expenses
specifically attributable to that Class; provided, however,
that where two or more Classes of a Portfolio pay such fees
and/or expenses at the same rate or in the same amount, those
Classes shall bear proportionately such fees and expenses
based on the relative net assets attributable to each such
Class.
(c) Allocation of Other Expenses - Each Class shall bear
proportionately all other expenses incurred by a Fund based on
the relative net assets attributable to each such Class.
(d) Allocation of Income, Gains and Losses - Except to the extent
provided in the following sentence, each Portfolio will
allocate income and realized and unrealized capital gains and
losses to a Class based on the relative net assets of each
Class. Notwithstanding the foregoing, each Portfolio that
declares dividends on a daily basis will allocate income on
the basis of settled shares.
(e) Waiver and Reimbursement of Expenses - A Portfolio's adviser,
underwriter or any other provider of services to the Portfolio
may waive or reimburse the expenses of a particular Class or
Classes.
4. Distribution and Servicing Arrangements. The distribution and servicing
arrangements identified below will apply for the following Classes
offered by a Fund with respect to a Portfolio. The provisions of the
Fund's prospectus describing the distribution and servicing
arrangements in detail are incorporated herein by this reference.
2
(a) Class A Shares. Class A Shares shall be offered at net asset
value plus a front-end sales charge as approved from time to
time by the Directors and set forth in the Fund's prospectus,
which sales charge may be reduced or eliminated for certain
money market fund shares, for larger purchases, under a
combined purchase privilege, under a right of accumulation,
under a letter of intent or for certain categories of
purchasers as permitted by Section 22(d) of the Act and as set
forth in the Fund's prospectus. Class A Shares that are not
subject to a front-end sales charge as a result of the
foregoing shall be subject to a CDSC for the CDSC Period set
forth in Section 5(a) of this Plan if so provided in the
Fund's prospectus. The offering price of Shares subject to a
front-end sales charge shall be computed in accordance with
Rule 22c-1 and Section 22(d) of the Act and the rules and
regulations thereunder. Class A Shares shall be subject to
ongoing Service Fees and/or Distribution Fees approved from
time to time by the Directors and set forth in the Fund's
prospectus.
(b) Class B Shares. Class B Shares shall be (i) offered at net
asset value, (ii) subject to a CDSC for the CDSC Period set
forth in Section 5(b), (iii) subject to ongoing Service Fees
and Distribution Fees approved from time to time by the
Directors and set forth in the Fund's prospectus, and (iv)
converted to Class A Shares eight years from the end of the
calendar month in which the shareholder's order to purchase
was accepted, as set forth in the Fund's prospectus.
(c) Class C Shares. Class C Shares shall be (i) offered at net
asset value, (ii) subject to a CDSC for the CDSC Period set
forth in Section 5(c), and (iii) subject to ongoing Service
Fees and Distribution Fees approved from time to time by the
Directors and set forth in the Fund's prospectus.
(d) Institutional Shares. Institutional Shares shall be (i)
offered at net asset value, (ii) offered only to certain
categories of institutional customers as approved from time to
time by the Directors and as set forth in the Fund's
prospectus and (iii) may be subject to ongoing Service Fees
and/or Distribution Fees as approved from time to time by the
Directors and set forth in the Fund's prospectus.
(e) AIM Cash Reserve Shares. AIM Cash Reserve Shares shall be (i)
offered at net asset value and (ii) subject to ongoing Service
Fees and/or Distribution Fees approved from time to time by
the Directors and set forth in the Fund's prospectus. AIM Cash
Reserve Shares acquired through exchange of Class A Shares of
another Portfolio may be subject to a CDSC for the CDSC Period
set forth in Section 5(a) of this Plan if so provided in the
Fund's prospectus.
5. CDSC. A CDSC shall be imposed upon redemptions of Class A Shares that
do not incur a front-end sales charge and of Class B Shares and Class C
Shares as follows:
(a) Class A Shares. The CDSC Period for Class A Shares shall be
the period of time set forth in the Fund's prospectus. The
CDSC rate shall be as set forth in the Fund's prospectus, the
relevant portions of which are incorporated herein by this
reference. No CDSC shall be imposed on Class A Shares unless
so provided in a Fund's prospectus.
3
(b) Class B Shares. The CDSC Period for the Class B Shares shall
be six years. The CDSC rate for the Class B Shares shall be as
set forth in the Fund's prospectus, the relevant portions of
which are incorporated herein by this reference.
(c) Class C Shares. The CDSC Period for the Class C Shares shall
be one year. The CDSC rate for the Class C Shares shall be as
set forth in the Fund's prospectus, the relevant portions of
which are incorporated herein by reference.
(d) Method of Calculation. The CDSC shall be assessed on an amount
equal to the lesser of the then current market value or the
cost of the Shares being redeemed. No sales charge shall be
imposed on increases in the net asset value of the Shares
being redeemed above the initial purchase price. No CDSC shall
be assessed on Shares derived from reinvestment of dividends
or capital gains distributions. The order in which Shares are
to be redeemed when not all of such Shares would be subject to
a CDSC shall be determined by the Distributor in accordance
with the provisions of Rule 6c-10 under the Act.
(e) Waiver. The Distributor may in its discretion waive a CDSC
otherwise due upon the redemption of Shares on terms disclosed
in the Fund's prospectus or statement of additional
information and, for the Class A Shares and AIM Cash Reserve
Shares, as allowed under Rule 6c-10 under the Act.
6. Exchange Privileges. Exchanges of Shares shall be permitted between
Funds as follows:
(a) Class A Shares may be exchanged for Class A Shares of another
Portfolio or AIM Cash Reserve Shares, subject to certain
limitations set forth in the Fund's prospectus as it may be
amended from time to time, relevant portions of which are
incorporated herein by this reference.
(b) Class B Shares may be exchanged for Class B Shares of another
Portfolio at their relative net asset value.
(c) Class C Shares may be exchanged for Class C Shares of any
other Portfolio at their relative net asset value.
(d) AIM Cash Reserve Shares may be exchanged for Class A Shares,
Class B Shares or Class C Shares of another Portfolio, subject
to certain limitations set forth in the Fund's prospectus as
it may be amended from time to time, relevant portions of
which are incorporated herein by this reference.
(e) Depending upon the Portfolio from which and into which an
exchange is being made and when the shares were purchased,
shares being acquired in an exchange may be acquired at their
offering price, at their net asset value or by paying the
difference in sales charges, as disclosed in the Fund's
prospectus and statement of additional information.
4
(f) CDSC Computation. The CDSC payable upon redemption of Class A
Shares, Class B Shares, Class C Shares and AIM Cash Reserve
Shares subject to a CDSC shall be computed in the manner
described in the Fund's prospectus.
7. Service and Distribution Fees. The Service Fee and Distribution Fee
applicable to any Class shall be those set forth in the Fund's
prospectus, relevant portions of which are incorporated herein by this
reference. All other terms and conditions with respect to Service Fees
and Distribution Fees shall be governed by the Plan of Distribution
adopted by the Fund with respect to such fees and Rule 12b-1 of the
Act.
8. Conversion of Class B Shares.
(a) Shares Received upon Reinvestment of Dividends and
Distributions - Shares purchased through the reinvestment of
dividends and distributions paid on Shares subject to
conversion shall be treated as if held in a separate
sub-account. Each time any Shares in a Shareholder's account
(other than Shares held in the sub-account) convert to Class A
Shares, a proportionate number of Shares held in the
sub-account shall also convert to Class A Shares.
(b) Conversions on Basis of Relative Net Asset Value - All
conversions shall be effected on the basis of the relative net
asset values of the two Classes without the imposition of any
sales load or other charge.
(c) Amendments to Plan of Distribution for Class A Shares - If any
amendment is proposed to the Plan of Distribution under which
Service Fees and Distribution Fees are paid with respect to
Class A Shares of a Fund that would increase materially the
amount to be borne by those Class A Shares, then no Class B
Shares shall convert into Class A Shares of that Fund until
the holders of Class B Shares of that Fund have also approved
the proposed amendment. If the holders of such Class B Shares
do not approve the proposed amendment, the Directors of the
Fund and the Distributor shall take such action as is
necessary to ensure that the Class voting against the
amendment shall convert into another Class identical in all
material respects to Class A Shares of the Fund as constituted
prior to the amendment.
9. Effective Date. This Plan shall not take effect until a majority of the
Directors of a Fund, including a majority of the Directors who are not
interested persons of the Fund, shall find that the Plan, as proposed
and including the expense allocations, is in the best interests of each
Class individually and the Fund as a whole.
10. Amendments. This Plan may not be amended to materially change the
provisions of this Plan unless such amendment is approved in the manner
specified in Section 9 above.
5
EXHIBIT g(3)(c)
AMENDMENT TO MASTER CUSTODIAN CONTRACT
This Amendment to Master Custodian Contract is made as of June 29, 2001
by and between each investment company party to that certain Master Custodian
Contract with State Street Bank and Trust Company dated as of May 1, 2000 (as
amended, modified or supplemented and in effect from time to time, the
"Contract") and State Street Bank and Trust Company.
WHEREAS, capitalized terms used in this Amendment without definition
shall have the respective meanings given to such terms in the Contract;
WHEREAS, each Fund and the Custodian entered into an Amendment to
Custodian Contract dated as of May 1, 2000 (the "2000 Amendment") to amend
certain provisions of the Contract to reflect revisions to Rule 17f-5 ("Rule
17f-5") promulgated under the Investment Company Act of 1940, as amended (the
"1940 Act") and to amend and restate certain other provisions of the Contract
relating to the custody of assets of the Portfolios held outside the United
States; and
WHEREAS, each Fund and the Custodian desire to further amend the
Contract to reflect further revisions to Rule 17f-5, the adoption of Rule 17f-7
("Rule 17f-7") promulgated under the 1940 Act and certain other provisions of
the Contract relating to the custody of assets of the Portfolios held outside
the United States.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter contained, the parties hereby agree to
amend the Contract, pursuant to the terms thereof, as follows:
I. Article 3 and Article 4 of the Contract (as each is more particularly
set forth in the 2000 Amendment) are hereby deleted and replaced in
their entirety by Article 3 and Article 4, respectively, set forth
below.
ARTICLE 3. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7
3.1. DEFINITIONS. Capitalized terms in this Contract shall have the following
meanings:
"Country Risk" means all factors reasonably related to the systemic risk of
holding Foreign Assets in a particular country including, but not limited to,
such country's political environment, economic and financial infrastructure
(including any Eligible Securities Depository operating in the country),
prevailing or developing custody and settlement practices, and laws and
regulations applicable to the safekeeping and recovery of Foreign Assets held in
custody in that country.
"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule
17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as
defined in Rule 17f-5), a bank holding company meeting the requirements of an
Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate
action of the U.S. Securities and Exchange Commission (the "SEC")), or a foreign
branch of a Bank (as defined in Section 2(a)(5) of the 0000 Xxx) meeting the
requirements of a custodian under Section 17(f) of the 1940 Act; the term does
not include any Eligible Securities Depository.
"Eligible Securities Depository" has the meaning set forth in section (b)(1) of
Rule 17f-7.
"Foreign Assets" means any of a Portfolio's investments (including foreign
currencies) for which the primary market is outside the United States and such
cash and cash equivalents as are reasonably necessary to effect the Portfolio's
transactions in such investments.
"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule
17f-5.
3.2. THE CUSTODIAN AS FOREIGN CUSTODY MANAGER.
3.2.1 DELEGATION TO THE CUSTODIAN AS FOREIGN CUSTODY MANAGER. Each
Fund, by resolution adopted by its Board, hereby delegates to the Custodian,
subject to Section (b) of Rule 17f-5, the responsibilities set forth in this
Section 3.2 with respect to Foreign Assets of its Portfolios held outside the
United States, and the Custodian hereby accepts such delegation as Foreign
Custody Manager with respect to the Portfolios.
3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be
responsible for performing the delegated responsibilities defined below only
with respect to the countries and custody arrangements for each such country
listed on Schedule A to this Contract, which list of countries may be amended
from time to time by any Fund with the agreement of the Foreign Custody Manager.
The Foreign Custody Manager shall list on Schedule A the Eligible Foreign
Custodians selected by the Foreign Custody Manager to maintain the assets of the
Portfolios, which list of Eligible Foreign Custodians may be amended from time
to time in the sole discretion of the Foreign Custody Manager. The Foreign
Custody Manager will provide amended versions of Schedule A in accordance with
Section 3.2.5 hereof.
Upon the receipt by the Foreign Custody Manager of Proper Instructions to open
an account or to place or maintain Foreign Assets in a country listed on
Schedule A, and the fulfillment by a Fund, on behalf of its Portfolios, of the
applicable account opening requirements for such country, the Foreign Custody
Manager shall be deemed to have been delegated by the Board on behalf of the
Portfolios responsibility as Foreign Custody Manager with respect to that
country and to have accepted such delegation. Execution of this Amendment by a
Fund shall be deemed to be a Proper Instruction to open an account, or to place
or maintain Foreign Assets, in each country listed on Schedule A in which the
Custodian has previously placed or currently maintains Foreign Assets pursuant
to the terms of the Contract. Following the receipt of Proper Instructions
directing the Foreign Custody Manager to close
2
the account of a Portfolio with the Eligible Foreign Custodian selected by the
Foreign Custody Manager in a designated country, the delegation by the Board on
behalf of such Portfolio to the Custodian as Foreign Custody Manager for that
country shall be deemed to have been withdrawn and the Custodian shall
immediately cease to be the Foreign Custody Manager of such Portfolio with
respect to that country.
The Foreign Custody Manager may withdraw its acceptance of delegated
responsibilities with respect to a designated country upon written notice to the
applicable Fund. Thirty days (or such longer period to which the parties agree
in writing) after receipt of any such notice by the applicable Fund, the
Custodian shall have no further responsibility in its capacity as Foreign
Custody Manager to such Fund with respect to the country as to which the
Custodian's acceptance of delegation is withdrawn.
3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:
(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the
provisions of this Section 3.2, the Foreign Custody Manager may place and
maintain the Foreign Assets in the care of the Eligible Foreign Custodian
selected by the Foreign Custody Manager in each country listed on Schedule A, as
amended from time to time. In performing its delegated responsibilities as
Foreign Custody Manager to place or maintain Foreign Assets with an Eligible
Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign
Assets will be subject to reasonable care, based on the standards applicable to
custodians in the country in which the Foreign Assets will be held by that
Eligible Foreign Custodian, after considering all factors relevant to the
safekeeping of such assets, including, without limitation the factors specified
in Rule 17f-5(c)(1).
(b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign
Custody Manager shall determine that the contract governing the foreign custody
arrangements with each Eligible Foreign Custodian selected by the Foreign
Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).
(c) MONITORING. In each case in which the Foreign Custody
Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by
the Foreign Custody Manager, the Foreign Custody Manager shall establish a
system to monitor (i) the appropriateness of maintaining the Foreign Assets with
such Eligible Foreign Custodian and (ii) the performance of the contract
governing the custody arrangements established by the Foreign Custody Manager
with the Eligible Foreign Custodian. In the event the Foreign Custody Manager
determines that the custody arrangements with an Eligible Foreign Custodian it
has selected are no longer appropriate, the Foreign Custody Manager shall notify
the applicable Board in accordance with Section 3.2.5 hereunder and, to the
extent that the Foreign Custody Manager has not issued a notice of withdrawal as
Foreign Custody Manager for the particular country (pursuant to Section 3.2.2
above); the Foreign Custody Manager has not received a Proper Instruction to
close the account (pursuant to
3
Section 3.2.2 above); and no other notice regarding termination of delegation
has been issued (pursuant to Section 3.2.8 below), the Foreign Custody Manager
shall suggest (in a non-binding manner) an alternative Eligible Foreign
Custodian, if such is available.
3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes
of this Section 3.2, each Board shall be deemed to have considered and
determined to accept such Country Risk as is incurred by placing and maintaining
the Foreign Assets in each country for which the Custodian is serving as Foreign
Custody Manager of the Portfolios.
3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report
the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the
placement of such Foreign Assets with another Eligible Foreign Custodian by
providing to each Board an amended Schedule A at the end of the calendar quarter
in which an amendment to such Schedule has occurred. The Foreign Custody Manager
shall make written reports notifying each Board of any other material change in
the foreign custody arrangements of the Portfolios described in this Section 3.2
after the occurrence of the material change.
3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO. In performing
the responsibilities delegated to it, the Foreign Custody Manager agrees to
exercise reasonable care, prudence and diligence such as a person having
responsibility for the safekeeping of assets of management investment companies
registered under the 1940 Act would exercise.
3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17f-5. The Foreign Custody
Manager represents to each Fund that it is a U.S. Bank as defined in section
(a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has
determined that it is reasonable for the Board to rely on the Custodian to
perform the responsibilities delegated pursuant to this Contract to the
Custodian as the Foreign Custody Manager of the Portfolios.
3.2.8 EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN
CUSTODY MANAGER. Each Board's delegation to the Custodian as Foreign Custody
Manager of the Portfolios shall be effective as of the date hereof and shall
remain in effect until terminated at any time, without penalty, by written
notice from the terminating party to the non-terminating party. Termination will
become effective thirty (30) days after receipt by the non-terminating party of
such notice. The provisions of Section 3.2.2 hereof shall govern the delegation
to and termination of the Custodian as Foreign Custody Manager of the Portfolios
with respect to designated countries.
3.3 ELIGIBLE SECURITIES DEPOSITORIES.
3.3.1 ANALYSIS AND MONITORING. The Custodian shall (a) provide each
Fund (or its duly-authorized investment manager or investment adviser) with an
analysis of the custody risks associated with maintaining assets with the
Eligible Securities Depositories set forth on Schedule B hereto in accordance
with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a
continuing basis, and promptly notify the applicable Fund (or its
duly-
4
authorized investment manager or investment adviser) of any material change in
such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.
3.3.2 STANDARD OF CARE. The Custodian agrees to exercise reasonable
care, prudence and diligence in performing the duties set forth in Section
3.3.1.
ARTICLE 4. DUTIES OF THE CUSTODIAN WITH RESPECT TO PROPERTY OF THE
PORTFOLIOS HELD OUTSIDE THE UNITED STATES.
4.1 DEFINITIONS. Capitalized terms in this Article 4 shall have the following
meanings:
"Foreign Securities System" means an Eligible Securities Depository listed on
Schedule B hereto.
"Foreign Sub-Custodian" means a foreign banking institution serving as an
Eligible Foreign Custodian.
4.2. HOLDING SECURITIES. The Custodian shall identify on its books as belonging
to the applicable Portfolio the foreign securities held by each Foreign
Sub-Custodian or Foreign Securities System. The Custodian may hold foreign
securities for all of its customers, including the Portfolios, with any Foreign
Sub-Custodian in an account that is identified as belonging to the Custodian for
the benefit of its customers, provided however, that (i) the records of the
Custodian with respect to foreign securities of a Portfolio which are maintained
in such account shall identify those securities as belonging to the Portfolio
and (ii), to the extent permitted and customary in the market in which the
account is maintained, the Custodian shall require that securities so held by
the Foreign Sub-Custodian be held separately from any assets of such Foreign
Sub-Custodian or of other customers of such Foreign Sub-Custodian.
4.3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a
Foreign Securities System in a designated country through arrangements
implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such
country.
4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.
4.4.1. DELIVERY OF FOREIGN ASSETS. The Custodian or a Foreign
Sub-Custodian shall release and deliver foreign securities of a Portfolio held
by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities
System account, only upon receipt of Proper Instructions, which may be
continuing instructions when deemed appropriate by the parties, and only in the
following cases:
(i) Upon the sale of such foreign securities for the applicable
Portfolio in accordance with commercially reasonable market
practice in the country
5
where such foreign securities are held or traded, including,
without limitation: (A) delivery against expectation of
receiving later payment; or (B) in the case of a sale effected
through a Foreign Securities System, in accordance with the
rules governing the operation of the Foreign Securities
System;
(ii) In connection with any repurchase agreement related to foreign
securities;
(iii) To the depository agent in connection with tender or other
similar offers for foreign securities of the applicable
Portfolio;
(iv) To the issuer thereof or its agent when such foreign
securities are called, redeemed, retired or otherwise become
payable;
(v) To the issuer thereof, or its agent, for transfer into the
name of the Custodian (or the name of the respective Foreign
Sub-Custodian or of any nominee of the Custodian or such
Foreign Sub-Custodian) or for exchange for a different number
of bonds, certificates or other evidence representing the same
aggregate face amount or number of units;
(vi) To brokers, clearing banks or other clearing agents for
examination or trade execution in accordance with market
custom; provided that in any such case the Foreign
Sub-Custodian shall have no responsibility or liability for
any loss arising from the delivery of such securities prior to
receiving payment for such securities except as may arise from
the Foreign Sub-Custodian's own negligence or willful
misconduct;
(vii) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or
readjustment of the securities of the issuer of such
securities, or pursuant to provisions for conversion contained
in such securities, or pursuant to any deposit agreement;
(viii) In the case of warrants, rights or similar foreign securities,
the surrender thereof in the exercise of such warrants, rights
or similar securities or the surrender of interim receipts or
temporary securities for definitive securities;
(ix) For delivery as security in connection with any borrowing by
any Fund requiring a pledge of assets by the applicable Fund;
(x) In connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(xi) In connection with the lending of foreign securities; and
6
(xii) For any other purpose, but only upon receipt of Proper
Instructions specifying the foreign securities to be delivered
and naming the person or persons to whom delivery of such
securities shall be made.
4.4.2. PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper
Instructions, which may be continuing instructions when deemed appropriate by
the parties, the Custodian shall pay out, or direct the respective Foreign
Sub-Custodian or the respective Foreign Securities System to pay out, monies of
a Portfolio in the following cases only:
(i) Upon the purchase of foreign securities for the applicable
Portfolio, unless otherwise directed by Proper Instructions,
by (A) delivering money to the seller thereof or to a dealer
therefor (or an agent for such seller or dealer) against
expectation of receiving later delivery of such foreign
securities; or (B) in the case of a purchase effected through
a Foreign Securities System, in accordance with the rules
governing the operation of such Foreign Securities System;
(ii) In connection with the conversion, exchange or surrender of
foreign securities of the applicable Portfolio;
(iii) For the payment of any expense or liability of the applicable
Portfolio, including but not limited to the following
payments: interest, taxes, investment advisory fees, transfer
agency fees, fees under this Contract, legal fees, accounting
fees, and other operating expenses;
(iv) For the purchase or sale of foreign exchange or foreign
exchange contracts for the applicable Portfolio, including
transactions executed with or through the Custodian or its
Foreign Sub-Custodians;
(v) In connection with trading in options and futures contracts,
including delivery as original margin and variation margin;
(vi) For payment of part or all of the dividends received in
respect of securities sold short;
(vii) In connection with the borrowing or lending of foreign
securities; and
(viii) For any other purpose, but only upon receipt of Proper
Instructions specifying the amount of such payment and naming
the person or persons to whom such payment is to be made.
4.4.3. MARKET CONDITIONS. Notwithstanding any provision of this
Contract to the contrary, settlement and payment for Foreign Assets received for
the account of a Portfolio and delivery of Foreign Assets maintained for the
account of a Portfolio may be effected in
7
accordance with the customary established securities trading or processing
practices and procedures in the country or market in which the transaction
occurs, including, without limitation, delivering Foreign Assets to the
purchaser thereof or to a dealer therefor (or an agent for such purchaser or
dealer) with the expectation of receiving later payment for such Foreign Assets
from such purchaser or dealer.
The Custodian shall provide to each Board the information with respect to
custody and settlement practices in countries in which the Custodian employs a
Foreign Sub-Custodian described on Schedule C hereto at the time or times set
forth on such Schedule. The Custodian may revise Schedule C from time to time,
provided that no such revision shall result in any Board being provided with
substantively less information than had been previously provided hereunder.
4.5. REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in
the custody of a Foreign Sub-Custodian (other than bearer securities) shall be
registered in the name of the applicable Portfolio or in the name of the
Custodian or in the name of any Foreign Sub-Custodian or in the name of any
nominee of the foregoing, and the applicable Fund on behalf of such Portfolio
agrees to hold any such nominee harmless from any liability as a holder of
record of such foreign securities, except to the extent that the applicable Fund
incurs loss or damage due to failure of such nominee to meet its standard of
care as set forth in the Contract. The Custodian or a Foreign Sub-Custodian
shall not be obligated to accept securities on behalf of a Portfolio under the
terms of this Contract unless the form of such securities and the manner in
which they are delivered are in accordance with reasonable market practice.
4.6 BANK ACCOUNTS. The Custodian shall identify on its books as belonging to the
applicable Fund cash (including cash denominated in foreign currencies)
deposited with the Custodian. Where the Custodian is unable to maintain, or
market practice does not facilitate the maintenance of, cash on the books of the
Custodian, a bank account or bank accounts shall be opened and maintained
outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian.
All accounts referred to in this Section shall be subject only to draft or order
by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant
to the terms of this Contract to hold cash received by or from or for the
account of the Portfolio. Cash maintained on the books of the Custodian
(including its branches, subsidiaries and affiliates), regardless of currency
denomination, is maintained in bank accounts established under, and subject to
the laws of, The Commonwealth of Massachusetts.
4.7. COLLECTION OF INCOME. The Custodian shall use reasonable commercial efforts
to collect all income and other payments with respect to the Foreign Assets held
hereunder to which the Portfolios shall be entitled and shall credit such
income, as collected, to the applicable Portfolio. In the event that
extraordinary measures are required to collect such income, the applicable Fund
and the Custodian shall consult as to such measures and as to the compensation
and expenses of the Custodian relating to such measures.
8
4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant to
this Article 4, the Custodian will use reasonable commercial efforts to
facilitate the exercise of voting and other shareholder rights by each Fund,
subject always to the laws, regulations and practical constraints that may exist
in the country where such securities are issued. Each Fund acknowledges that
local conditions, including lack of regulation, onerous procedural obligations,
lack of notice and other factors may have the effect of severely limiting the
ability of such Fund to exercise shareholder rights.
4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. The Custodian shall transmit
promptly to the applicable Fund written information with respect to materials
received by the Custodian via the Foreign Sub-Custodians from issuers of the
foreign securities being held for the account of the Portfolios (including,
without limitation, pendency of calls and maturities of foreign securities and
expirations of rights in connection therewith). With respect to tender or
exchange offers, the Custodian shall transmit promptly to the applicable Fund
written information with respect to materials so received by the Custodian from
issuers of the foreign securities whose tender or exchange is sought or from the
party (or its agents) making the tender or exchange offer. Subject to the
standard of care to which the Custodian is held under this Contract, the
Custodian shall not be liable for any untimely exercise of any tender, exchange
or other right or power in connection with foreign securities or other property
of the Portfolios at any time held by it unless (i) the Custodian or the
respective Foreign Sub-Custodian is in actual possession of such foreign
securities or property and (ii) the Custodian receives Proper Instructions with
regard to the exercise of any such right or power, and both (i) and (ii) occur
at least two New York business days prior to the date on which the Custodian is
to take action to exercise such right or power.
4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS.
Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian
shall, to the extent possible, require the Foreign Sub-Custodian to exercise
reasonable care in the performance of its duties, and to indemnify, and hold
harmless, the Custodian from and against any loss, damage, cost, expense,
liability or claim arising out of or in connection with the Foreign
Sub-Custodian's performance of such obligations. At the election of each Fund,
such Fund shall be entitled to be subrogated to the rights of the Custodian with
respect to any claims against a Foreign Sub-Custodian as a consequence of any
such loss, damage, cost, expense, liability or claim if and to the extent that
the applicable Portfolios have not been made whole for any such loss, damage,
cost, expense, liability or claim.
4.11. TAX LAW.
The Custodian shall have no responsibility or liability for any obligations now
or hereafter imposed on any Fund, the Portfolios or the Custodian as custodian
of the Portfolios by the tax law of the United States or of any state or
political subdivision thereof. With respect to jurisdictions other than the
United states, the sole responsibility of the Custodian with regard to the tax
law of any such jurisdiction shall be to use reasonable efforts to (a) notify
the
9
applicable Fund of the obligations imposed on such Fund with respect to the
Portfolios or the Custodian as custodian of the Portfolios by the tax law of
such jurisdictions including, responsibility for withholding and other taxes,
assessments or other governmental charges, certifications and governmental
reporting and (b) perform such ministerial steps as are required to collect any
tax refund, to ascertain the appropriate rate of tax withholding and to provide
such documents as may be required to enable each Fund to receive appropriate tax
treatment under applicable tax laws and any applicable treaty provisions. The
Custodian, in performance of its duties under this Section, shall be entitled to
treat each Fund which is organized as a Delaware business trust as a Delaware
business trust which is a "registered investment company" under the laws of the
United States, and it shall be the duty of each Fund to inform the Custodian of
any change in the organization, domicile or, to the extent within the knowledge
of the applicable Fund, other relevant facts concerning tax treatment of such
Fund and further to inform the Custodian if such Fund is or becomes the
beneficiary of any special ruling or treatment not applicable to the general
nationality and category of entity of which such Fund is a part under general
laws and treaty provisions. The Custodian shall be entitled to rely on any
information supplied by each Fund. The Custodian may engage reasonable
professional advisors disclosed to the applicable Fund by the Custodian, which
may include attorneys, accountants or financial institutions in the regular
business of investment administration and may rely upon advice received
therefrom.
4.12. LIABILITY OF CUSTODIAN.
Except as may arise from the Custodian's own negligence or willful misconduct or
the negligence or willful misconduct of a Foreign Sub-Custodian, the Custodian
shall be without liability to any Fund for any loss, liability, claim or expense
resulting from or caused by anything which is part of Country Risk.
The Custodian shall be liable for the acts or omissions of a Foreign
Sub-Custodian to the same extent as set forth with respect to sub-custodians
generally in the Contract and, regardless of whether assets are maintained in
the custody of a Foreign Sub-Custodian or a Foreign Securities System, the
Custodian shall not be liable for any loss, damage, cost, expense, liability or
claim resulting from nationalization, expropriation, currency restrictions, or
acts of war or terrorism, or any other loss where the Sub-Custodian has
otherwise acted with reasonable care.
4.13 USE OF TERM "FUND"; ASSETS AND LIABILITIES.
All references in this Article 4 or in Article 3 of this Contract to "Fund"
shall mean either any Fund, or a Portfolio of any Fund, as the context requires
or as applicable.
The Custodian shall maintain separate and distinct records for each Portfolio
and the assets allocated solely with such Portfolio shall be held and accounted
for separately from the assets of each Fund associated solely with any other
Portfolio. The debts, liabilities, obligations and expenses incurred, contracted
for or otherwise existing with respect to a particular Portfolio shall be
enforceable against the assets of such Portfolio only, and not against the
assets of any Fund generally or the assets of any other Portfolio.
10
II. Except as specifically superseded or modified herein, the terms and
provisions of the Contract shall continue to apply with full force and
effect. In the event of any conflict between the terms of the Contract
prior to this Amendment and this Amendment, the terms of this Amendment
shall prevail. If the Custodian is delegated the responsibilities of
Foreign Custody Manager pursuant to the terms of Article 3 hereof, in
the event of any conflict between the provisions of Articles 3 and 4
hereof, the provisions of Article 3 shall prevail.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
11
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed in its name and behalf by its duly authorized representative as of the
date first above written.
WITNESSED BY: STATE STREET BANK AND TRUST COMPANY
/s/ XXXXXXXXX X. POSTER
-----------------------
Xxxxxxxxx X. Poster By: /s/ XXXXXX X. XXXXXX
------------------------------------------
Vice President Xxxxxx X. Xxxxxx, Executive Vice President
WITNESSED BY: EACH INVESTMENT COMPANY SET FORTH ON
APPENDIX A HERETO
/s/ XXXX X. XXXXXX
--------------------
Name: Xxxx X. Xxxxxx By: /s/ XXXXX X. XXXXXXX
Title: Counsel ------------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
AIM Advisor Funds
AIM Equity Funds
AIM Funds Group
AIM International Funds, Inc.
AIM Investment Securities Funds
AIM Special Opportunities Funds
AIM Summit Fund
AIM Variable Insurance Funds
AIM Floating Rate Fund
Vice President
AIM Growth Series
AIM Investment Funds
AIM Series Trust
Global Investment Portfolio
12
APPENDIX A
(AS REVISED OCTOBER 1, 2001)
AIM ADVISOR FUNDS
AIM SUMMIT FUND
o AIM International Value Fund AIM VARIABLE INSURANCE FUNDS
o AIM Real Estate Fund
o AIM V.I. Aggressive Growth Fund
AIM EQUITY FUNDS o AIM V.I. Balanced Fund
o AIM V.I. Basic Value Fund
o AIM Aggressive Growth Fund o AIM V.I. Blue Chip Fund
o AIM Blue Chip Fund o AIM V.I. Capital Appreciation Fund
o AIM Capital Development Fund o AIM V.I. Capital Development Fund
o AIM Charter Fund o AIM V.I. Dent Demographic Trends Fund
o AIM Constellation Fund o AIM V.I. Diversified Income Fund
o AIM Dent Demographic Trends Fund o AIM V.I. Global Utilities Fund
o AIM Emerging Growth Fund o AIM V.I. Government Securities Fund
o AIM Large Cap Basic Value Fund o AIM V.I. Growth and Income Fund
o AIM Large Cap Growth Fund o AIM V.I. Growth Fund
o AIM Mid Cap Growth Fund o AIM V.I. High Yield Fund
o AIM Xxxxxxxxxx Fund o AIM V.I. International Equity Fund
o AIM V.I. Mid Cap Equity Fund
AIM FUNDS GROUP o AIM V.I. New Technology Fund
o AIM V.I. Value Fund
o AIM Balanced Fund
o AIM Basic Balanced Fund AIM FLOATING RATE FUND
o AIM European Small Company Fund
o AIM Global Utilities Fund AIM GROWTH SERIES
o AIM International Emerging Growth Fund
o AIM New Technology Fund o AIM Basic Value Fund
o AIM Select Equity Fund o AIM Euroland Growth Fund
o AIM Small Cap Equity Fund o AIM Mid Cap Equity Fund
o AIM Value Fund o AIM Small Cap Growth Fund
o AIM Value II Fund
o AIM Worldwide Spectrum Fund AIM INVESTMENT FUNDS
AIM INTERNATIONAL FUNDS, INC. o AIM Developing Markets Fund
o AIM Global Financial Services Fund
o AIM Asian Growth Fund o AIM Global Health Care Fund
o AIM European Development Fund o AIM Global Infrastructure Fund
o AIM Global Aggressive Growth Fund o AIM Global Energy Fund
o AIM Global Growth Fund o AIM Global Telecommunications and
o AIM Global Income Fund Technology Fund
o AIM International Equity Fund o AIM Strategic Income Fund
AIM INVESTMENT SECURITIES FUNDS AIM SERIES TRUST
o AIM High Yield Fund o AIM Global Trends Fund
o AIM High Yield Fund II
o AIM Income Fund
o AIM Intermediate Government Fund
AIM SPECIAL OPPORTUNITIES FUNDS
o AIM Large Cap Opportunities Fund
o AIM Mid Cap Opportunities Fund
o AIM Small Cap Opportunities Fund
STATE STREET SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
Argentina Citibank, N.A.
Australia Westpac Banking Corporation
Austria Erste Bank der Osterreichischen Sparkassen AG
Bahrain HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Bangladesh Standard Chartered Bank
Belgium Fortis Bank nv-sa
Benin via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Bermuda The Bank of Bermuda Limited
Bolivia Citibank, N. A.
Botswana Barclays Bank of Botswana Limited
Brazil Citibank, N.A.
Bulgaria ING Bank N.V.
Burkina Faso via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Canada State Street Trust Company Canada
Chile BankBoston, N.A.
People's Republic Hongkong and Shanghai Banking Corporation Limited,
of China Shanghai and Shenzhen branches
06/30/01
0
XXXXX XXXXXX SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
Colombia Cititrust Colombia S.A. Sociedad Fiduciaria
Costa Rica Banco BCT S.A.
Croatia Privredna Banka Zagreb d.d
Cyprus The Cyprus Popular Bank Ltd.
Czech Republic Eeskoslovenska Obchodni Banka, A.S.
Denmark Danske Bank A/S
Ecuador Citibank, N.A.
Egypt HSBC Bank Egypt S.A.E.
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Estonia Hansabank
Finland Xxxxxx Bank Plc.
France BNP Paribas Securities Services, S.A.
Germany Dresdner Bank AG
Ghana Barclays Bank of Ghana Limited
Greece National Bank of Greece S.A.
Guinea-Bissau via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Hong Kong Standard Chartered Bank
06/30/01
0
XXXXX XXXXXX SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
Hungary Citibank Rt.
(converting to Bank Austria Creditanstalt Rt August 10, 2001)
Iceland Icebank Ltd.
India Deutsche Bank AG
Hongkong and Shanghai Banking Corporation Limited
Indonesia Standard Chartered Bank
Ireland Bank of Ireland
Israel Bank Hapoalim B.M.
Italy BNP Paribas, Italian Branch
Ivory Coast Societe Generale de Banques en Cote d'Ivoire
Jamaica Scotiabank Jamaica Trust and Merchant Bank Ltd.
Japan The Fuji Bank, Limited
Sumitomo Mitsui Banking Corporation
Jordan HSBC Bank Middle East
(as delegate of Hongkong and Shanghai Banking Corporation Limited)
Kazakhstan HSBC Bank Kazakhstan
Kenya Barclays Bank of Kenya Limited
Republic of Korea Hongkong and Shanghai Banking Corporation Limited
Latvia A/s Hansabanka
06/30/01
0
XXXXX XXXXXX SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
Lebanon HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Lithuania Vilniaus Bankas AB
Malaysia Standard Chartered Bank Malaysia Berhad
Mali via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Mauritius Hongkong and Shanghai Banking Corporation Limited
Mexico Citibank Mexico, S.A.
Morocco Banque Commerciale du Maroc
Namibia Standard Bank Namibia Limited -
Netherlands Fortis Bank (Nederland) N.V.
New Zealand Westpac Banking Corporation
Niger via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Nigeria Stanbic Merchant Bank Nigeria Limited
Norway Christiania Bank og Kreditkasse ASA
Oman HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Pakistan Deutsche Bank AG
Palestine HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
06/30/01
0
XXXXX XXXXXX SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
Panama BankBoston, N.A.
Peru Citibank, N.A.
Philippines Standard Chartered Bank
Poland Bank Handlowy w Warszawie S.A.
Portugal Banco Comercial Portugues
Qatar HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
Romania ING Bank N.V.
Russia Credit Suisse First Boston AO - Moscow
(as delegate of Credit Suisse First Boston - Zurich)
Senegal via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Singapore The Development Bank of Singapore Limited
Slovak Republic Eeskoslovenska Obchodni Banka, A.S.
Slovenia Bank Austria Creditanstalt d.d. - Ljubljana
South Africa Standard Bank of South Africa Limited
Spain Banco Santander Central Hispano S.A.
Sri Lanka Hongkong and Shanghai Banking Corporation Limited
Swaziland Standard Bank Swaziland Limited
06/30/01
0
XXXXX XXXXXX SCHEDULE A
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS
COUNTRY SUBCUSTODIAN
Sweden Skandinaviska Enskilda Banken
Switzerland UBS AG
Taiwan - R.O.C. Central Trust of China
Thailand Standard Chartered Bank
Togo via Societe Generale de Banques en Cote d'Ivoire, Abidjan, Ivory Coast
Trinidad & Tobago Republic Bank Limited
Tunisia Banque Internationale Arabe de Tunisie
Turkey Citibank, N.A.
Ukraine ING Bank Ukraine
United Arab Emirates HSBC Bank Middle East
(as delegate of the Hongkong and Shanghai Banking Corporation Limited)
United Kingdom State Street Bank and Trust Company, London Branch
Uruguay BankBoston, N.A.
Venezuela Citibank, N.A.
Vietnam The Hongkong and Shanghai
Banking Corporation Limited
Zambia Barclays Bank of Zambia Limited
Zimbabwe Barclays Bank of Zimbabwe Limited
06/30/01
0
XXXXX XXXXXX SCHEDULE B
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
Argentina Caja de Valores S.A.
Australia Austraclear Limited
Reserve Bank Information and Transfer System
Austria Oesterreichische Kontrollbank AG
(Wertpapiersammelbank Division)
Belgium Caisse Interprofessionnelle de Depots et de Virements de Titres, S.A.
Banque Nationale de Belgique
Benin Depositaire Central - Banque de Reglement
Brazil Companhia Brasileira de Liquidacao e Custodia
Sistema Especial de Liquidacao e de Custodia (SELIC)
Central de Custodia e de Liquidacao Financeira de Titulos Privados
(CETIP)
Bulgaria Central Depository AD
Bulgarian National Bank
Burkina Faso Depositaire Central - Banque de Reglement
Canada Canadian Depository for Securities Limited
Chile Deposito Central de Valores S.A.
People's Republic Shanghai Securities Central Clearing & Registration Corporation
of China
Shenzhen Securities Central Clearing Co., Ltd.
Colombia Deposito Centralizado de Valores
06/30/01
0
XXXXX XXXXXX SCHEDULE B
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
Costa Rica Central de Valores S.A.
Croatia Ministry of Finance
National Bank of Croatia
Sredisnja Depozitarna Agencija d.d.
Czech Republic Stredisko cennych papiru
Czech National Bank
Denmark Vaerdipapircentralen (Danish Securities Center)
Egypt Misr for Clearing, Settlement, and Depository
Estonia Eesti Vaartpaberite Keskdepositoorium
Finland Finnish Central Securities Depository
France Euroclear France
Germany Clearstream Banking AG, Frankfurt
Greece Bank of Greece,
System for Monitoring Transactions in Securities in Book-Entry Form
Apothetirion Titlon AE - Central Securities Depository
Guinea-Bissau Depositaire Central - Banque de Reglement
Hong Kong Central Clearing and Settlement System
Central Moneymarkets Xxxx
00/00/00
0
XXXXX XXXXXX XXXXXXXX X
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
Hungary Kozponti Elszamolohaz es Ertektar (Budapest) Rt. (KELER)
Iceland Iceland Securities Depository Limited
India National Securities Depository Limited
Central Depository Services India Limited
Reserve Bank of India
Indonesia Bank Indonesia
PT Kustodian Sentral Efek Indonesia
Israel Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearinghouse)
Italy Monte Titoli S.p.A.
Ivory Coast Depositaire Central - Banque de Reglement
Jamaica Jamaica Central Securities Depository
Japan Japan Securities Depository Center (JASDEC)
Bank of Japan Net System
Kazakhstan Central Depository of Securities
Kenya Central Bank of Kenya
Republic of Korea Korea Securities Depository
Latvia Latvian Central Depository
06/30/01
0
XXXXX XXXXXX SCHEDULE B
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
Lebanon Custodian and Clearing Center of Financial Instruments for
Lebanon and the Middle East (Midclear) X.X.X.
Banque du Liban
Lithuania Central Securities Depository of Lithuania
Malaysia Malaysian Central Depository Sdn. Bhd.
Bank Negara Malaysia,
Scripless Securities Trading and Safekeeping System
Mali Depositaire Central - Banque de Reglement
Mauritius Central Depository and Settlement Co. Ltd.
Bank of Mauritius
Mexico S.D. INDEVAL (Instituto para el Deposito de Valores)
Morocco Maroclear
Netherlands Nederlands Centraal Instituut voor
Giraal Effectenverkeer B.V. (NECIGEF)
New Zealand New Zealand Central Securities Depository Limited
Niger Depositaire Central - Banque de Reglement
Nigeria Central Securities Clearing System Limited
Norway Verdipapirsentralen (Norwegian Central Securities Depository)
Oman Muscat Depository & Securities Registration Company, SAOC
06/30/01
0
XXXXX XXXXXX SCHEDULE B
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
Pakistan Central Depository Company of Pakistan Limited
State Bank of Pakistan
Palestine Clearing Depository and Settlement, a department
of the Palestine Stock Exchange
Peru Caja de Valores y Liquidaciones, Institucion de
Compensacion y Liquidacion de Valores S.A
Philippines Philippine Central Depository, Inc.
Registry of Scripless Securities (XXXX) of the Bureau of Treasury
Poland National Depository of Securities
(Krajowy Depozyt Papierow Wartosciowych SA)
Central Treasury Bills Registrar
Portugal Central de Valores Mobiliarios
Qatar Central Clearing and Registration (CCR), a
department of the Doha Securities Market
Romania National Securities Clearing, Settlement and Depository Company
Bucharest Stock Exchange Registry Division
National Bank of Romania
Russia Vneshtorgbank, Bank for Foreign Trade of the Russian Federation
Senegal Depositaire Central - Banque de Reglement
Singapore Central Depository (Pte) Limited
06/30/01
0
XXXXX XXXXXX SCHEDULE B
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
Monetary Authority of Singapore
Slovak Republic Stredisko cennych papierov
National Bank of Slovakia
Slovenia Klirinsko Depotna Xxxxxx x.x.
South Africa Central Depository Limited
Share Transactions Totally Electronic (STRATE) Ltd.
Spain Servicio de Compensacion y Liquidacion de Valores, S.A.
Banco de Espana, Central de Anotaciones en Cuenta
Sri Lanka Central Depository System (Pvt) Limited
Sweden Vardepapperscentralen VPC AB
(Swedish Central Securities Depository)
Switzerland SegaIntersettle AG (SIS)
Taiwan - R.O.C. Taiwan Securities Central Depository Co., Ltd.
Thailand Thailand Securities Depository Company Limited
Togo Depositaire Central - Banque de Reglement
Tunisia Societe Tunisienne Interprofessionelle pour la
Compensation et de Depots des Valeurs Mobilieres
Turkey Takas ve Saklama Bankasi A.S. (TAKASBANK)
06/30/01
0
XXXXX XXXXXX SCHEDULE B
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS
COUNTRY DEPOSITORIES
Central Bank of Turkey
Ukraine National Bank of Ukraine
Mizhregionalny Fondovy Souz
United Arab Emirates Clearing and Depository System,
a department of theDubai Financial Market
Venezuela Banco Central de Venezuela
Zambia XxXX Central Shares Depository Limited
Bank of Zambia
TRANSNATIONAL
Euroclear
Clearstream Banking AG
06/30/01
7
SCHEDULE C
MARKET INFORMATION
PUBLICATION/TYPE OF INFORMATION BRIEF DESCRIPTION
------------------------------- -----------------
(SCHEDULED FREQUENCY)
The Guide to Custody in World Markets An overview of settlement and safekeeping procedures,
(hardcopy annually and regular custody practices and foreign investor considerations for
website updates) the markets in which State Street offers custodial services.
Global Custody Network Review Information relating to Foreign Sub-Custodians in State
(annually) Street's Global Custody Network. The Review stands as an
integral part of the materials that State Street provides to
its U.S. mutual fund clients to assist them in complying
with SEC Rule 17f-5. The Review also gives insight into
State Street's market expansion and Foreign Sub-Custodian
selection processes, as well as the procedures and controls
used to monitor the financial condition and performance of
our Foreign Sub-Custodian banks.
Securities Depository Review Custody risk analyses of the Foreign Securities Depositories
(annually) presently operating in Network markets. This publication is
an integral part of the materials that State Street provides
to its U.S. mutual fund clients to meet informational
obligations created by SEC Rule 17f-7.
Global Legal Survey With respect to each market in which State Street offers
(annually) custodial services, opinions relating to whether local law
restricts (i) access of a fund's independent public
accountants to books and records of a Foreign Sub-Custodian
or Foreign Securities System, (ii) a fund's ability to
recover in the event of bankruptcy or insolvency of a
Foreign Sub-Custodian or Foreign Securities System, (iii) a
fund's ability to recover in the event of a loss by a
Foreign Sub-Custodian or Foreign Securities System, and (iv)
the ability of a foreign investor to convert cash and cash
equivalents to U.S. dollars.
Subcustodian Agreements Copies of the contracts that State Street has entered into
(annually) with each Foreign Sub-Custodian that maintains U.S. mutual
fund assets in the markets in which State Street offers
custodial services.
Global Market Bulletin Information on changing settlement and custody conditions in
(daily or as necessary) markets where State Street offers custodial services.
Includes changes in market and tax regulations, depository
developments, dematerialization information, as well as
other market changes that may impact State Street's clients.
Foreign Custody Advisories For those markets where State Street offers custodial
(as necessary) services that exhibit special risks or infrastructures
impacting custody, State Street issues market advisories to
highlight those unique market factors which might impact our
ability to offer recognized custody service levels.
Material Change Notices Informational letters and accompanying materials confirming
(presently on a quarterly State Street's foreign custody arrangements, including a
basis or as otherwise necessary) summary of material changes with Foreign Sub-Custodians that
have occurred during the previous quarter. The notices also
identify any material changes in the custodial risks
associated with maintaining assets with Foreign Securities
Depositories.
