EXHIBIT (j)(2)(a)
SUBCUSTODIAN AGREEMENT
WITH
TEXAS COMMERCE BANK
The undersigned custodian (the "Custodian") for the funds listed on
Schedule A hereto (the "Funds"), each an open-end investment company registered
under the Investment Company Act of 1940 (the "1940 Act"), hereby appoints
Texas Commerce Bank National Association as subcustodian (the "Subcustodian")
for each of the Funds and their respective series, if any, and the Subcustodian
hereby accepts such appointment on the following terms and conditions as of the
date set forth below and along with A I M Fund Services, Inc. ("AFS"), transfer
agent for the Funds, agree as follows:
1. Qualification. The Custodian and the Subcustodian each
represent to the other and to the Funds that it is qualified to act as
custodian for a registered investment company under the 1940 Act, and the
Custodian represents to the Subcustodian that it is the duly appointed,
qualified and acting Custodian of the Funds, with all necessary power and
authority to enter into this Agreement.
2. Subcustody. The Subcustodian shall maintain custodian
accounts for the Funds ("Subscription Accounts"). Checks issued in payment for
purchases of the Funds' shares ("Subscription Checks") shall be deposited by
AFS with the Subcustodian and AFS shall instruct Subcustodian into which
Subscription Account to deposit such checks. The Subcustodian shall debit AFS
account no. 100366815 (the "Bounced Check Account") for the aggregate amount of
all Subscription Checks returned to the Subcustodian for non-payment ("Return
Items"), informing AFS daily of any returned Subscription Checks. In the event
that the available funds in the Bounced Check Account are insufficient to cover
the amount of the Return Items, Subcustodian shall promptly notify Transfer
Agent in writing of the amount of such insufficiency. Upon receipt of such
written notice, Transfer Agent agrees to remit to Subcustodian the full amount
of such insufficiency.
Each business day AFS shall provide instructions to the Subcustodian
to wire transfer certain funds to Boston Safe Deposit & Trust Company and other
entities that AFS may specify from time to time, which shall deposit the
proceeds of such wire transfers from the Subcustodian into the Settlement
Account at Boston Safe Deposit & Trust Company. The Subcustodian agrees that
it will comply with the instructions of AFS so long as the instructions do not
require the transfer of funds in an amount in excess of the aggregate of the
ledger balances in the Subscription Accounts in question and the Subcustodian
is not prohibited from making the transfer by applicable law or regulation.
Boston Safe Deposit & Trust Company will net the Subscription Check proceeds
with the redemption proceeds and the net amount will be wired to the Settlement
Account at the Custodian. The Funds will compensate the Subcustodian for (i)
service fees charged by the Subcustodian for processing Subscription Checks as
set forth on Schedule 1 to this Agreement (these amounts will be paid monthly
and computed based on overall account relationship), (ii) other miscellaneous
fees as described in Schedule 1 and (iii) Return Items not paid by the Transfer
Agent within five (5) days following a payment by Subcustodian pursuant to
paragraph 2 hereof.
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3. Instructions; Other Communications. Any one officer or other
authorized representative of AFS designated as hereinafter provided as an
officer or other authorized representative of AFS authorized to give
instructions to the Subcustodian with respect to the Funds' assets held in the
Subscription Accounts (an "Authorized Officer"), shall be authorized to
instruct the Subcustodian as to the deposit, withdrawal or any other action
with respect to the Funds' assets from time to time by telephone, or in writing
signed by such Authorized Officer and delivered by telecopy, tested telex,
tested computer printout or such other reasonable methods as AFS and
Subcustodian shall agree upon; provided, however, the Subcustodian is
authorized to accept and act upon instructions from AFS, whether orally, by
telephone or otherwise, which it reasonably believes to be given by an
Authorized Officer. The Subcustodian may require that any instructions given
orally or by telecommunications be promptly confirmed in writing.
The Authorized Officers shall be as set forth on Schedule 2 attached
hereto or as otherwise from time to time certified in writing by AFS to the
Subcustodian signed by the President or any Vice President and any Assistant
Vice President, Assistant Secretary or Assistant Treasurer of AFS. In addition
to a written list of authorized officers, AFS will provide Subcustodian with
additional information and signature cards as reasonably requested by
Subcustodian relating to the Authorized Officers. The Subcustodian shall
furnish to AFS (i) prompt telephonic and written notice of Return Items, (ii)
monthly reports on activity in each of the Subscription Accounts mailed within
five (5) days after the end of each calendar month and (iii) a daily statement
of activity in each of the Subscription Accounts, which will be made available
via the MicroLink balance reporting service. AFS will furnish a copy of the
information provided by Subcustodian to (i) each Fund, and (ii) the Custodian
(as to the Custodian, only items (ii) and (iii) above are required).
4. Fees. The service fees charged by the Subcustodian under the
Agreement are as set forth in Schedule 1 attached hereto. Schedule 1 may be
amended by the parties in writing provided written notice is furnished to the
Funds thirty (30) days in advance of any increase in fees.
5. Liabilities. (i) The Subcustodian shall be indemnified and
held harmless by AFS and the Funds and not be liable for any action taken or
omitted to be taken by it in good faith or for any mistake of law or fact, or
for anything Subcustodian may do or refrain from doing in connection with or as
required by this Agreement, except for failure to exercise ordinary care or act
in good faith. Except as otherwise set forth herein, the Subcustodian shall
have no responsibility with respect to Fund assets. The Subcustodian shall,
for the benefit of the Custodian, AFS and the Funds, use the same care with
respect to the handling of the Funds' assets in the Subscription Accounts as it
uses with respect to its own assets similarly held. The Subcustodian shall
have no responsibility with respect to any monies or any wire transfer, checks
or other instruments for the payment of money unless and until actually
received or secured by wire transfer by the Subcustodian. IN NO EVENT WILL THE
SUBCUSTODIAN BE LIABLE TO THE CUSTODIAN, AFS OR THE FUNDS FOR ANY INDIRECT
DAMAGES, LOST PROFITS, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHICH ARISE
OUT OF OR IN CONNECTION WITH THE SERVICES CONTEMPLATED HEREIN.
(ii) The Subcustodian shall indemnify, defend and save harmless the
Custodian, AFS and each Fund from and against all loss, liability, claims and
demands incurred by the Custodian, AFS or the Funds and any related
out-of-pocket expenses, arising directly from the Subcustodian's bad
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faith, willful malfeasance or negligence in connection with its obligations
under this Agreement and the Investment Company Act of 1940, as amended.
(iii) The Custodian agrees to indemnify and hold the Subcustodian
harmless from and against any and all loss, liability, claims and demands
incurred by Subcustodian in connection with the performance by the Subcustodian
in good faith of any activity under this Agreement pursuant to instructions of
the Custodian.
(iv) It is understood and stipulated that neither the shareholders
of any Fund nor the members of the Board of such Fund shall be personally
liable hereunder.
6. Termination. Each party may terminate this Agreement at any
time by not less than thirty (30) days prior written notice which shall specify
the date of such termination; provided, however, that the Custodian may
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Subcustodian by the Federal Deposit Insurance
Corporation or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction. Upon
termination of this Agreement, the Subcustodian shall promptly make delivery of
all assets of the Funds held in the Subscription Accounts to the Custodian or
any third party, qualified to act as a custodian pursuant to the rules and
regulations of the Investment Company Act of 1940, as amended, specified by the
Custodian in writing. If any Subscription Checks are subsequently returned
unpaid, the Funds shall direct AFS to pay the Subcustodian the amount thereof
on behalf of the Funds promptly upon demand. All indemnities provided pursuant
to this Agreement shall survive the termination of this Agreement.
7. Communications. All communications required or permitted to
be given under this Agreement shall be in writing (including telex, telegraph
or telefax, facsimile or similar electronic transmittal device) and shall be
deemed given (a) upon delivery in person to the persons indicated below, or (b)
three days after deposit in the United States postal service, postage prepaid,
registered or certified mail, return receipt requested, or (c) upon receipt by
facsimile (provided that receipt of such facsimile is confirmed telephonically
by the addressee) or (d) by overnight delivery service (with receipt of
delivery) sent to the address shown below, or to such different address(es) as
such party shall designate by written notice to the other parties hereto at
least ten days in advance of the date on which such change of address shall be
effective. All communications required or permitted to be given under this
Agreement shall be addressed as follows:
(i) to the Subcustodian: Texas Commerce Bank National Association
P.O. Box 2558
Houston, Texas 77252-8084
Attn: Xxxxx Xxxxxxx
(ii) to the Custodian: State Street Bank and Trust Company
Mutual Fund Services
Boston, Massachusetts 02105
Attn: AIM Funds
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(iii) to the Transfer Agent: A I M Fund Services, Inc.
00 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxx Xxxxxx
8. Records. The books and records pertaining to the Subscription
Accounts which are in the possession of the Subcustodian shall be preserved by
the Subcustodian for six years, the first two years of which the books and
records shall be maintained by the Subcustodian in an easily accessible place.
The Subcustodian will not refuse any reasonable request for inspection and
audit of its books and records concerning transactions and balances of the
Subscription Accounts by an agent of any Fund, AFS or the Custodian.
9. Cooperation. The Subcustodian shall cooperate with each Fund
and the Custodian and their respective independent public accountants in
connection with annual and other audits of the books and records of the
Custodian or the Funds and shall take all reasonable actions to assure that
such information is made available to such accountants for the expression of
their opinion.
10. Terms and Conditions of Deposit Accounts. The handling of the
Subscription Accounts and the Bounced Check Account and all other accounts
maintained with the Subcustodian in connection with or relating to this
Agreement will be subject to the Subcustodian's Terms and Conditions of Deposit
Accounts, and any and all rules or regulations now or hereafter promulgated by
the Subcustodian which relate to such accounts, and the Uniform Commercial Code
as adopted in the State of Texas (except in the event any of the same are
contrary to the specific provisions hereof). In the event of any specific
conflict between the provisions hereof and the provisions of any of the
foregoing, the provisions of this Agreement shall control.
11. Miscellaneous. This Agreement shall be (i) governed by and
construed in accordance with the laws of the State of Texas without regard to
conflicts of law rules, (ii) may be executed in counterparts each of which
shall be deemed an original but all of which shall constitute the same
instrument, and (iii) may only be amended by the parties hereto in writing.
12. Signature Authority. Each of the undersigned represents and
warrants that he/she has the requisite authority to execute this Agreement on
behalf of the party for whom the undersigned signs; that all necessary action
has been taken to authorize this Agreement; that this Agreement, upon execution
and delivery, shall be a binding obligation of such party.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed this 9th day of September, 1994.
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION
(as Subcustodian)
By: /s/ XXXXX XXXXXXX
----------------------------------
Title: Financial Services Officer
-------------------------------
STATE STREET BANK AND TRUST COMPANY
(as Custodian)
By: /s/ X. XXXXX
----------------------------------
Title: Vice President
-------------------------------
A I M FUND SERVICES, INC.
(as Transfer Agent)
By: /s/ Illegible
----------------------------------
Title: Senior Vice President
-------------------------------
Each of the Funds hereby consents and agrees to the terms of the
foregoing Subcustodian Agreement; provided, however, that the same shall not
relieve the Custodian of any of its responsibilities to the Fund as set forth
in the Custodian Agreements between the Funds and the Custodian.
EACH OF THE FUNDS LISTED ON
SCHEDULE A HERETO
By: /s/ Illegible
----------------------------------
Title: Senior Vice President &
Treasurer
------------------------------
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SCHEDULE A
(as revised February 15, 2001)
AIM Advisor Funds -- AIM Advisor Flex Fund
AIM Advisor Funds -- AIM Advisor International Value Fund
AIM Advisor Funds -- AIM Advisor Real Estate Fund
AIM Equity Funds -- AIM Aggressive Growth Fund
AIM Equity Funds -- AIM Blue Chip Fund
AIM Equity Funds -- AIM Capital Development Fund
AIM Equity Funds -- AIM Charter Fund
AIM Equity Funds -- AIM Constellation Fund
AIM Equity Funds -- AIM Dent Demographic Trends Fund
AIM Equity Funds -- AIM Emerging Growth Fund
AIM Equity Funds -- AIM Large Cap Basic Value Fund
AIM Equity Funds -- AIM Large Cap Growth Fund
AIM Equity Funds -- AIM Mid Cap Growth Fund
AIM Equity Funds -- AIM Xxxxxxxxxx Fund
AIM Floating Rate Fund
AIM Funds Group -- AIM Balanced Fund
AIM Funds Group -- AIM European Small Company Fund
AIM Funds Group -- AIM Global Utilities Fund
AIM Funds Group -- AIM International Emerging Growth Fund
AIM Funds Group -- AIM New Technology Fund
AIM Funds Group -- AIM Select Growth Fund
AIM Funds Group -- AIM Small Cap Equity Fund
AIM Funds Group -- AIM Value Fund
AIM Funds Group -- AIM Value Fund II
AIM Funds Group -- AIM Worldwide Spectrum Fund
AIM Growth Series -- AIM Basic Value Fund
AIM Growth Series -- AIM Euroland Growth Fund
AIM Growth Series -- AIM Japan Growth Fund
AIM Growth Series -- AIM Mid Cap Equity Fund
AIM Growth Series -- AIM Small Cap Growth Fund
AIM International Funds, Inc. -- AIM Asian Growth Fund
AIM International Funds, Inc. -- AIM European Development Fund
AIM International Funds, Inc. -- AIM Global Aggressive Growth Fund
AIM International Funds, Inc. -- AIM Global Growth Fund
AIM International Funds, Inc. -- AIM Global Income Fund
AIM International Funds, Inc. -- AIM International Equity Fund
AIM Investment Funds -- AIM Developing Markets Fund
AIM Investment Funds -- AIM Global Consumer Products and Services Fund
AIM Investment Funds -- AIM Global Financial Services Fund
AIM Investment Funds -- AIM Global Health Care Fund
AIM Investment Funds -- AIM Global Infrastructure Fund
AIM Investment Funds -- AIM Global Resources Fund
AIM Investment Funds -- AIM Global Telecommunications and Technology Fund
AIM Investment Funds -- AIM Latin American Growth Fund
AIM Investment Funds -- AIM Strategic Income Fund
AIM Investment Securities Funds -- AIM High Yield Fund
AIM Investment Securities Funds -- AIM High Yield Fund II
AIM Investment Securities Funds -- AIM Income Fund
AIM Investment Securities Funds -- AIM Intermediate Government Fund
AIM Series Trust -- AIM Global Trends Fund
AIM Special Opportunities Funds -- AIM Large Cap Opportunities Fund
AIM Special Opportunities Funds -- AIM Mid Cap Opportunities Fund
AIM Special Opportunities Funds -- AIM Small Cap Opportunities Fund
AIM Summit Fund
AIM Variable Insurance Funds -- AIM V.I. Aggressive Growth Fund
AIM Variable Insurance Funds -- AIM V.I. Balanced Fund
AIM Variable Insurance Funds -- AIM V.I. Blue Chip Fund
AIM Variable Insurance Funds -- AIM V.I. Capital Appreciation Fund
AIM Variable Insurance Funds -- AIM V.I. Capital Development Fund
AIM Variable Insurance Funds -- AIM V.I. Dent Demographic Trends Fund
AIM Variable Insurance Funds -- AIM V.I. Diversified Income Fund
AIM Variable Insurance Funds -- AIM V.I. Global Utilities Fund
AIM Variable Insurance Funds -- AIM V.I. Government Securities Fund
AIM Variable Insurance Funds -- AIM V.I. Growth and Income Fund
AIM Variable Insurance Funds -- AIM V.I. Growth Fund
AIM Variable Insurance Funds -- AIM V.I. High Yield Fund
AIM Variable Insurance Funds -- AIM V.I. International Equity Fund
AIM Variable Insurance Funds -- AIM V.I. Telecommunications and Technology Fund
AIM Variable Insurance Funds -- AIM V.I. Value Fund
Schedule 1
TCB-HOUSTON
PRICES ARE GUARANTEED FOR 90 DAYS FROM: 6/09/94
PRO-FORMA ACCOUNT ANALYSIS STATEMENT
AIM FUNDS SERVICES, INC. ANALYSIS PERIOD PAGE
LEVEL ENDING NO.
ACCOUNT DETAIL 04/30/94 1 OF 1
CHECK PROCESSING
EARNINGS RESERVE BALANCE
AVERAGE DEMAND BALANCES THIS PERIOD CREDIT REQUIREMENT MULTIPLIER
----------------------------------- -------- ----------- ---------
LEDGER BALANCE $0.00 3.55% 10.00% 362.72
LESS UNCOLLECTED FUNDS $0.00
-----
COLLECTED BALANCE $0.00
LESS INTEREST BEARING BALANCE $0.00
-----
NET COLLECTED BALANCE $0.00
LESS RESERVE REQUIREMENT $0.00
-----
NET AVAILABLE BALANCE $0.00
WEIGHTED
SERVICES RENDERED UNIT PRICE ACTIVITY TOTAL PRICE BALANCE EQUIVALENT
----------------- ---------- -------- ----------- ------------------
AUTOMATED CLEARING HOUSE
Night Cycle CR/DE - One Day 0.0750 2,200 $ 165.00 $ 56,568.80
Day Cycle CR/DE - Two Day 0.0750 26,000 $ 1,950.00 $ 668,304.00
ACI Data Transmission 10.0000 1 $ 10.00 $ 3,427.20
Monthly Maintenance - TexID/Acct 50.0000 1 $ 30.00 $ 17,136.00
Return Items 2.5000 137 $ 342.50 $ 117,381.60
CUSTOMER ACCOUNTING
Account Maintenance 20.0000 9 $ 180.00 $ 61,689.60
Return Items - Received 2.5000 246 $ 615.00 $ 210,772.80
Return Items - Receivers 1.5000 492 $ 738.00 $ 252,927.36
FDIC Assessment $.16/$1000 Ledger 469.3300 1 $ 469.33 $ 160,848.78
Customer Research - per copy 2.0000 1 $ 2.00 $ 685.44
ITEM PROCESSING
Tier I/Local City 0.0300 560 $ 16.80 $ 5,757.70
Tier II/Local RCPC 0.0450 124 $ 5.58 $ 1,912.38
Tier III/Texas Fed Cities 0.0550 628 $ 34.54 $ 11,837.55
Tier IV/Other Texas 0.0600 1,118 $ 67.08 $ 22,989.66
Tier V/Other Transit 0.0600 34,050 $ 2,043.00 $ 700,176.96
NICROLINE
APC Transactions 0.1000 2,200 $ 220.00 $ 75,398.40
APC Maintenance w/ Cash Manager 25.0000 1 $ 25.00 $ 8,568.00
Cash Manager Software Maintenance 35.0000 1 $ 35.00 $ 11,995.20
Bank Account - TCB 20.5500 9 $ 184.95 $ 65,386.06
Bank Account - Other Banks 28.3300 15 $ 424.95 $ 145,638.86
Previous Day Items 0.1500 26,039 $ 3,905.85 $1,338,612.91
TEX-COM
TX Corp. DX TCB Accounts 25.5600 9 $ 230.04 $ 78,839.31
TX Corp. DX TCB Accts D8/CR Items 0.2000 3,039 $ 607.80 $ 208,305.22
WIRE TRANSFER
Incoming transfer - Autopost 4.5000 660 $ 2,970.00 $1,017,878.40
Account Maintenance 5.0000 1 $ 5.00 $ 1,713.60
XXX Repetitive - Outgoing 6.0000 22 $ 132.00 $ 45,239.04
TOTALS BEFORE RESERVES $ 15,429.42 $5,287,970.82
SUMMARY ANALYSIS
NET AVAILABLE BALANCE $0.00
LESS BALANCES REQUIRED TO SUPPORT SERVICES $5,250,970.82
-------------
BALANCES AVAILABLE FOR OTHER SERVICES ($5,287,970.82)
COLLECTED BALANCE REQUIRED $5,875,523.14
OR
FEES DUE FOR COLLECTED BALANCE DEFICIENCY $17,143.80
Average Demand Balances This Period
-----------------------------------
-- Ledger Balance -- The average gross balance that includes all
collected and uncollected funds. It is the sum of each day's ending
ledger inclusive of aggregate adjustments divided by the number of
days in the reporting month.
-- Less Funds in Process of Collection -- The average float incurred for
the reporting month calculated by subtracting average collected
balance from the average ledger balance.
-- Collected Balance -- The sum of each day's ending collected balance
inclusive of aggregate adjustments divided by the number of days in
the reporting month.
-- Less Interest Bearing Balance -- The average collected balance
maintained in interest bearing accounts.
-- Net Collected Balance -- Collected balance minus interest bearing
balance.
-- Less Reserve Requirement -- The amount of every dollar of collected
balances that must be held in reserve. Net collected balance
multiplied by the reserve requirement rate.
-- Net Available Balance -- The balance available to apply towards
compensation for services rendered. Net collected balance minus the
reserve requirement.
Earnings Credit -- This percent approximates the value of the alternative use
of cash in short term investment. The rate is adjusted monthly to reflect
market trends during the period.
Reserve Requirement -- This percentage is determined by state or federal
regulations. This percentage of every dollar of collected balances must be held
in reserve by the bank.
Balance Multiplier -- This shows the available balances required to compensate
for $1.00 of service activity for one month. It is calculated by applying the
earnings credit rate to $1.00 of services as follows:
$1.00 Days in the Year
---------------- X -------------------
Earnings Credit Days in the Month
Services Rendered -- The description of services provided during the reporting
month.
Weighted Unit Price -- Total price divided by total activity.
Activity -- The total number of units rendered for each service.
Total Price -- The unit price multiplied by the activity.
Balance Equivalent -- The available balances required to compensate for
services rendered. Total price multiplied by the balance multiplier.
Summary Analysis
-- Balance Available for Other Services -- this represents the
difference between the net available balance and the balances
required to support services rendered.
-- Collected Balance Equivalent -- This represents the collected
balances equivalent that is available to support additional services.
The formula for calculation is:
Balances Available For Other Services
-------------------------------------
1-Reserve Requirement
-- Collected Balances Required -- This represents the collected balance
required to compensate for a current month deficient available
balance. The formula for calculation is:
Balances Available For Other Services
-------------------------------------
1-Reserve Requirement
-- Fees Due for Collected Balance Deficiency -- The amount due in fees
for a collected balance deficiency. The formula for calculation is:
Collected Balance Required
--------------------------
Balance Multiplier
June 2, 1994
PRO-FORMA ACCOUNT ANALYSIS ADDENDA Page 1
AIM Fund Services, Inc.
BANK/PRODUCT/ACTIVITY UNIT PRICE MINIMUM
--------------------- ---------- -------
TCB-Houston
MICROLINK
Cash Manager Software Setup $325.00 0.00
Automated Payments and
Collections (APC) Software
and Setup $225.00 0.00
ACH Transmission Setup $200.00 0.00
SCHEDULE 2
AUTHORIZED OFFICERS
-------------------
Xxxx Xxxxxxxx President
Xxx Xxxxx Vice President
Xxxx Xxxxxxxx Vice President
Xxxxxx X. Xxxxxxx Vice President
Xxxxxx X. Xxxxxx Assistant Vice President
Xxxx Xxxxxxxx Vice President
Xxxxxxx Xxxxxx Senior Vice President
AUTHORIZED REPRESENTATIVES
--------------------------
Xxxxx Xxxxx
Xxxx Xxxxx
Xxx Xxxxx Xxxxxxx
Xxx XxXxxxxxx
Xxxxxx Xxxxxxxx
