TRANSFER AGENCY AGREEMENT
AGREEMENT made as of this 20th day of November, 2003, between the
registered investment companies specified in Schedule A, each a Delaware
statutory trust (each individually referred to as "Company"), having its
principal office and place of business at 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx, 00000, and AIM Investment Services, Inc., a Delaware corporation, having
its principal place of business at 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000 (the "Transfer Agent").
WITNESSETH:
That for and in consideration of mutual promises hereinafter set forth,
the Company and the Transfer Agent agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have the
following meanings:
(a) "Authorized Person" shall be deemed to include the
Chairman, President, any Vice President, the Secretary,
Treasurer, or any other person, whether or not any such
person is an officer or employee of a Company, duly
authorized to give Oral Instructions and Written
Instructions on behalf of any Company or any Fund (as
defined below), as indicated in a certification as may be
received by the Transfer Agent from time to time;
(b) "Certificate" shall mean any notice, instruction or other
instrument in writing, authorized or required by this
Agreement to be given to the Transfer Agent, which is actually
received by the Transfer Agent and signed on behalf of the
Company by any two officers thereof;
(c) "Commission" shall have the meaning given it in the 1940 Act;
(d) "Custodian" refers to the custodian of all of the securities
and other moneys owned by the Company or any Fund of the
Company;
(e) "Oral Instructions" shall mean oral instructions actually
received by the Transfer Agent from a person reasonably
believed by the Transfer Agent to be an Authorized Person;
(f) "Prospectus" shall mean the currently effective prospectus
relating to a Fund's Shares registered under the Securities
Act of 1933;
(g) "Shares" refers to the shares of common stock of a Company,
regardless of whether such shares are classified into one or
more separate Funds;
(h) "Shareholder" means a record owner of Shares;
(i) "Written Instructions" shall mean a written communication
actually received by the Transfer Agent where the receiver is
able to verify with a reasonable degree of certainty the
authenticity of the sender of such communication; and
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(j) The "1940 Act" refers to the Investment Company Act of 1940
and the Rules and Regulations thereunder, all as amended from
time to time.
(k) "Fund" shall refer to a single portfolio of investments owned
by a Company; the Funds of each Company are listed in Schedule
A, which may be amended from time to time.
2. REPRESENTATION OF TRANSFER AGENT. The Transfer Agent does hereby
represent and warrant to the Company that it has an effective
registration statement on SEC Form TA-1 and, accordingly, has duly
registered as a transfer agent as provided in Section 17A(c) of the
Securities Exchange Act of 1934.
3. APPOINTMENT OF THE TRANSFER AGENT. The Company hereby appoints
and constitutes the Transfer Agent as transfer agent for all of
the Shares of the Company authorized as of the date hereof, and
the Transfer Agent accepts such appointment and agrees to perform
the duties herein set forth. If the Board of Trustees of the
Company (the "Trustees") hereafter reclassifies the Shares, by
the creation of one or more additional Funds or otherwise, the
Transfer Agent agrees that it will act as transfer agent for the
Shares so reclassified on the terms set forth herein.
4. COMPENSATION.
(a) The Company will initially compensate the Transfer Agent for
its services rendered under this Agreement in accordance with
the fees set forth in the Fee Schedule annexed hereto and
incorporated herein.
(b) The parties hereto will agree upon the compensation for acting
as transfer agent for any series of Shares hereafter
designated and established at the time that the Transfer Agent
commences serving as such for said series, and such agreement
shall be reflected in a Fee Schedule for that series, dated
and signed by an authorized officer of each party hereto, to
be attached to this Agreement.
(c) Any compensation agreed to hereunder may be adjusted from time
to time by attaching to this Agreement a revised Fee Schedule,
dated and signed by an authorized officer of each party
hereto, and a certified copy of the resolution of the Trustees
authorizing such revised Fee Schedule.
(d) The Transfer Agent will xxxx the Company as soon as
practicable after the end of each calendar month, and said
xxxxxxxx will be detailed in accordance with the Fee Schedule
for the Fund. The Fund will promptly pay to the Transfer Agent
the amount of such billing.
5. DOCUMENTS. In connection with the appointment of the Transfer Agent,
the Company shall, on or before the date this Agreement goes into
effect, file with the Transfer Agent the following documents:
(a) A certified copy of the Agreement and Declaration of Trust or
Articles of Incorporation, as applicable, of the Company,
including all amendments thereto, as then in effect;
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(b) A certified copy of the Bylaws of the Company, as then in
effect;
(c) Certified copies of the resolutions of the Trustees
authorizing this Agreement and designating Authorized Persons
to give instructions to the Transfer Agent;
(d) All account application forms and other documents relating to
Shareholder accounts;
(e) A certified list of Shareholders of each Fund with the name,
address and tax identification number of each Shareholder, and
the number of Shares held by each, certificate numbers and
denominations (if any certificates have been issued), lists of
any accounts against which stops have been placed, together
with the reasons for said stops, and the number of Shares
redeemed by the Fund;
(f) Copies of all agreements then in effect between the Company
and any agent with respect to the issuance, sale, or
cancellation of Shares; and
(g) An opinion of counsel for the Company with respect to the
validity of the Shares.
6. FURTHER DOCUMENTATION. The Company will also furnish from time to
time the following documents:
(a) Each resolution of the Trustees authorizing the original issue
of Shares of each Fund;
(b) Each Registration Statement filed with the Commission, and
amendments and orders with respect thereto, in effect with
respect to the sale of Shares of the Fund;
(c) A certified copy of each amendment to the Agreement and
Declaration of Trust or Articles of Incorporation, as
applicable, and the Bylaws of the Company;
(d) Certified copies of each resolution of the Trustees
designating Authorized Persons to give instructions to the
Transfer Agent;
(e) Certificates as to any change in any officer, trustee, or
Authorized Person of the Company;
(f) Such other certificates, documents or opinions as may mutually
be deemed necessary or appropriate for the Transfer Agent in
the proper performance of its duties.
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7. CERTIFICATES FOR SHARES AND RECORDS PERTAINING THERETO.
(a) The Fund no longer issues share certificates. The Transfer
Agent shall maintain a record of each certificate previously
issued, the number of Shares represented thereby, and the
holder of record. The Transfer Agent shall further maintain a
stop transfer record on lost certificates.
(b) The Transfer Agent may establish such additional rules and
regulations governing the transfer or registration of
certificates for Shares as it may deem advisable and
consistent with such rules and regulations generally adopted
by transfer agents.
8. SALE OF FUND SHARES.
(a) Whenever a Fund or its authorized agent shall sell or cause
to be sold any Shares, the Fund or its authorized agent
shall provide or cause to be provided to the Transfer Agent
information including: (i) the number of Shares sold,
trade date, and price; (ii) the amount of money to be
delivered to the Custodian for the sale of such Shares;
(iii) in the case of a new account, a new account
application or sufficient information to establish an
account.
(b) The Transfer Agent will, upon receipt by it of a check or
other payment identified by it as an investment in Shares
of a Fund and drawn or endorsed to the Transfer Agent as
agent for, or identified as being for the account of, a
Fund, promptly deposit such check or other payment to the
appropriate account postings necessary to reflect the
investment. The Transfer Agent will notify the respective
Fund, or its designee, and the Custodian of all purchases
and related account adjustments.
(c) Upon receipt of the notification required under paragraph
(a) hereof and the notification from the Custodian that
such money has been received by it, the Transfer Agent
shall issue to the purchaser or his authorized agent such
Shares as he is entitled to receive, based on the
appropriate net asset value of the Fund's Shares,
determined in accordance with applicable federal law or
regulation, as described in the Prospectus for the
applicable Fund. In issuing Shares to a purchaser or his
authorized agent, the Transfer Agent shall be entitled to
rely upon the latest written directions, if any, previously
received by the Transfer Agent from the purchaser or his
authorized agent concerning the delivery of such Shares.
(d) The Transfer Agent shall not be required to issue any Shares
of a Fund where it has received Written Instructions from the
Fund or written notification from any appropriate federal or
state authority that the sale of the Shares of the Fund has
been suspended or discontinued, and the Transfer Agent shall
be entitled to rely upon such Written Instructions or written
notification.
(e) Upon the issuance of any Shares of a Fund in accordance with
the foregoing provision of this Article, the Transfer Agent
shall not be responsible for the payment of any original issue
or other taxes required to be paid by the Fund in connection
with such issuance.
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9. RETURNED CHECKS. In the event that any check or other order for
the payment of money is returned unpaid for any reason, the
Transfer Agent will: (i) give prompt notice of such return to
the applicable Fund or its designee; (ii) place a stop transfer
order against all Shares issued or held on deposit as a result of
such check or order; (iii) in the case of any Shareholder who has
obtained redemption checks, place a stop payment order on the
checking account on which such checks are issued; and (iv) take
such other steps as the Transfer Agent may, in its discretion,
deem appropriate or as the applicable Fund or its designee may
instruct.
10. REDEMPTIONS.
(a) Redemptions By Mail or In Person. Shares of a Fund will be
redeemed upon receipt by the Transfer Agent of: (i) a
written request for redemption, signed by each registered
owner exactly as the Shares are registered; (ii)
certificates properly endorsed for any Shares for which
certificates have been issued; (iii) signature guarantees
to the extent required by the Transfer Agent as described
in the Prospectus or Statement of Additional Information
(the "SAI") for the Fund; and (iv) any additional documents
required by the Transfer Agent for redemption by
corporations, executors, administrators, trustees and
guardians.
(b) Draft Redemptions. If the Transfer Agent has received a
completed application and authorization of redemption by
drafts signed by the registered owner(s), the Transfer
Agent will, as agent for the Shareholder upon receipt of a
redemption draft cause the Company to redeem a sufficient
number of Shares in the Shareholder's account to cover the
amount of the draft. All draft redemptions will be subject
to such additional requirements as may be described in the
Prospectus or SAI for the applicable Fund and the rules and
regulations of the Transfer Agent.
(c) Wire Orders or Telephone Redemptions. The Transfer Agent
will, consistent with procedures which may be established
by the Company from time to time for redemption by wire or
telephone, upon receipt of such a wire order or telephone
redemption request, redeem Shares and transmit the proceeds
of such redemption to the redeeming Shareholder as
directed. All wire or telephone redemptions will be
subject to such additional requirements as may be described
in the Prospectus or SAI for the applicable Fund. Both the
Company and the Transfer Agent reserve the right to modify
or terminate the procedures for wire order or telephone
redemptions at any time.
(d) Processing Redemptions. Upon receipt of all necessary
information and documentation relating to a redemption, the
Transfer Agent will issue to the Custodian an advice
setting forth the number of Shares of the Fund received by
the Transfer Agent for redemption and that such shares are
valid and in good standing for redemption. The Transfer
Agent shall, upon receipt of the moneys paid to it by the
Custodian for the redemption of such Shares, pay such
moneys to the Shareholder, his authorized agent or legal
representative.
11. TRANSFERS AND EXCHANGES. The Transfer Agent is authorized to
review and process transfers of Shares of the Fund and to the
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extent, if any, permitted in the Prospectus or SAI for each Fund,
exchanges between a Fund and other Funds advised by the Fund's
investment adviser, A I M Advisors, Inc. (the "Adviser"), on the
records of the Fund maintained by the Transfer Agent. If Shares
to be transferred are represented by outstanding certificates,
the Transfer Agent will, upon surrender to it of the certificates
in proper form for transfer, and upon cancellation thereof,
credit the same to the transferee on its books. If the Shares to
be transferred are not represented by outstanding certificates,
the Transfer Agent will, upon an order therefor by or on behalf
of the registered holder thereof in proper form, credit the same
to the transferee on its books. If Shares are to be exchanged
for shares of another mutual fund, the Transfer Agent will
process such exchange in the same manner as a redemption and sale
of Shares, except that it may in its discretion waive
requirements for information and documentation.
12. RIGHT TO SEEK ASSURANCES. The Transfer Agent reserves the right
to refuse to transfer or redeem Shares until it is satisfied that
the requested transfer or redemption is legally authorized, and
it shall incur no liability for the refusal, in good faith, to
make transfers or redemptions that the Transfer Agent, in its
judgment, deems improper or unauthorized, or until it is
satisfied that there is no basis for any claims adverse to such
transfer or redemption. The Transfer Agent may, in effecting
transfers, rely upon the provisions of the Uniform Act for the
Simplification of Fiduciary Security Transfers or the Uniform
Commercial Code, as the same may be amended from time to time,
which in the opinion of legal counsel for the Company or of the
Transfer Agent's own legal counsel protect the Transfer Agent in
not requiring certain documents in connection with the transfer
or redemption of Shares of the Fund, and the Fund shall indemnify
the Transfer Agent for any acts done or omitted by it in reliance
upon such laws or opinions of counsel to the Fund or of its own
counsel.
13. DISTRIBUTIONS.
(a) Each Fund will promptly notify the Transfer Agent of the
declaration of any dividend or distribution. The Company
shall furnish to the Transfer Agent a resolution of the
Trustees, certified by the Secretary, authorizing the
declaration of dividends and authorizing the Transfer Agent
to rely on Oral Instructions or a Certificate specifying
the date of the declaration of such dividend or
distribution, the date of payment thereof, the record date
as of which Shareholders entitled to payment shall be
determined, the amount payable per share to Shareholders of
record as of that date, and the total amount payable to the
Transfer Agent on the payment date.
(b) The Transfer Agent will, on or before the payable date of
any dividend or distribution, notify the Custodian of the
estimated amount of cash required to pay said dividend or
distribution, and the respective Fund agrees that, on or
before the mailing date of such dividend or distribution,
it shall instruct the Custodian to place in a dividend
disbursing account funds equal to the cash amount to be
paid out. The Transfer Agent, in accordance with
Shareholder instructions, will calculate, prepare and mail
checks to, or (where appropriate) credit such dividend or
distribution to the accounts of Shareholders of the
applicable Fund, and maintain and safeguard all underlying
records.
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(c) The Transfer Agent will replace lost checks upon receipt of
properly executed affidavits and maintain stop payment orders
against replaced checks.
(d) The Transfer Agent will maintain all records necessary to
reflect the crediting of dividends that are reinvested in
Shares of the Fund of the Company.
(e) The Transfer Agent shall not be liable for any improper
payments made in accordance with the resolution of the
Trustees of the Company.
(f) If the Transfer Agent shall not receive from the Custodian
sufficient cash to make payment to all Shareholders of a Fund
as of the record date, the Transfer Agent shall, upon
notifying the Fund, withhold payment to the Fund's
Shareholders of record as of the record date until such
sufficient cash is provided to the Transfer Agent.
14. OTHER DUTIES. In addition to the duties expressly provided for
herein, the Transfer Agent shall perform such other duties and
functions as are set forth in the Fee Schedules(s) hereto from time
to time.
15. TAXES. It is understood that the Transfer Agent shall file such
appropriate information returns concerning the payment of dividends
and capital gain distributions with the proper federal, state and
local authorities as are required by law to be filed by each Company
and shall withhold such sums as are required to be withheld by
applicable law.
16. BOOKS AND RECORDS.
(a) The Transfer Agent shall maintain records showing for each
investor's account, identified by each Fund in each
Company, the following: (i) names, addresses, tax
identifying numbers and assigned account numbers; (ii)
numbers of Shares held; (iii) historical information
regarding the account of each Shareholder, including
dividends paid and date and price of all transactions on a
Shareholder's account; (iv) any stop or restraining order
placed against a Shareholder's account; (v) information
with respect to withholdings in the case of a foreign
account; (vi) any capital gain or dividend reinvestment
order, plan application, dividend address and
correspondence relating to the current maintenance of a
Shareholder's account; (vii) certificate numbers and
denominations for any Shareholders holding certificates;
and (viii) any information required in order for the
Transfer Agent to perform the calculations contemplated or
required by this Agreement.
(b) Any records required to be maintained by Rule 31a-1 under
the 1940 Act will be preserved for the periods prescribed
in Rule 31a-2 under the 1940 Act. Such records may be
inspected by any Fund at reasonable times. The Transfer
Agent may, at its option at any time, and shall forthwith
upon a Company's demand, turn over to the applicable
Company and cease to retain in the Transfer Agent's files,
records and documents created and maintained by the
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Transfer Agent in performance of its services or for its
protection. At the end of the six-year retention period,
such records and documents will either be turned over to
the Company, or destroyed in accordance with the Company's
authorization.
(c) The Transfer Agent shall enter into and maintain in effect
with appropriate parties one or more agreements making
reasonable provisions for periodic backup of computer files
and data with respect to the Funds and emergency use of
electronic data processing equipment. In the event of
equipment failures, the Transfer Agent shall, at no additional
expense to the Funds, take reasonable steps to minimize
service interruptions. The Transfer Agent shall have no
liability with respect to the loss of data or service
interruptions caused by equipment failure, provided such loss
or interruption is not caused by the Transfer Agent's own
willful misfeasance, bad faith, negligence or reckless
disregard of its duties or obligations under this Agreement
and provided further that the Transfer Agent has complied with
the provisions of this paragraph.
17. SHAREHOLDER RELATIONS.
(a) The Transfer Agent will investigate all Shareholder inquiries
related to Shareholder accounts and respond promptly to
correspondence from Shareholders.
(b) The Transfer Agent will address and mail all communications to
Shareholders or their nominees, including proxy material and
periodic reports to Shareholders.
(c) In connection with special and annual meetings of
Shareholders, the Transfer Agent will prepare Shareholder
lists, mail and certify as to the mailing of proxy materials,
process and tabulate returned proxy cards, report on proxies
voted prior to meetings, and certify to the Secretary of the
applicable Company's Shares to be voted at meetings.
18. RELIANCE BY TRANSFER AGENT; INSTRUCTIONS.
(a) The Transfer Agent shall be protected in acting upon any
paper or document believed by it to be genuine and to have
been signed by an Authorized Person and shall not be held
to have any notice of any change of authority of any person
until receipt of written certification thereof from the
Fund. It shall also be protected in processing Share
certificates that it reasonably believes to bear the proper
manual or facsimile signatures of the officers of the
applicable Company and the proper countersignature of the
Transfer Agent.
(b) At any time the Transfer Agent may apply to any Authorized
Person of the Company for Written Instructions, and, at the
expense of the applicable Company, may seek advice from
legal counsel for the Company, with respect to any matter
arising in connection with this Agreement, and it shall not
be liable for any action taken or not taken or suffered by
it in good faith in accordance with such Written
Instructions or with the opinion of such counsel. In
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addition, the Transfer Agent, its officers, agents or
employees, shall accept instructions or requests given to
them by any person representing or acting on behalf of the
Company only if said representative is known by the
Transfer Agent, its officers, agents or employees, to be an
Authorized Person. The Transfer Agent shall have no duty
or obligation to inquire into, nor shall the Transfer Agent
be responsible for, the legality of any act done by it upon
the request or direction of Authorized Persons of the
Company.
(c) Notwithstanding any of the foregoing provisions of this
Agreement, the Transfer Agent shall be under no duty or
obligation to inquire into, and shall not be liable for:
(i) the legality of the issue or sale of any Shares of any
Fund, or the sufficiency of the amount to be received
therefor; (ii) the legality of the redemption of any Shares
of any Fund, or the propriety of the amount to be paid
therefor; (iii) the legality of the declaration of any
dividend by any Fund, or the legality of the issue of any
Shares of any Fund in payment of any stock dividend; or
(iv) the legality of any recapitalization or readjustment
of the Shares of any Fund.
19. STANDARD OF CARE AND INDEMNIFICATION.
(a) The Transfer Agent may, in connection with this Agreement,
employ agents or attorneys in fact, and shall not be liable
for any loss arising out of or in connection with its actions
under this Agreement so long as it acts in good faith and with
due diligence, and is not negligent or guilty of any willful
misconduct.
(b) The Company hereby agrees to indemnify and hold harmless
the Transfer Agent from and against any and all claims,
demands, expenses and liabilities (whether with or without
basis in fact or law) of any and every nature which the
Transfer Agent may sustain or incur or which may be
asserted against the Transfer Agent by any person by reason
of, or as a result of: (i) any action taken or omitted to
be taken by the Transfer Agent in good faith in reliance
upon any Certificate, instrument, order or stock
certificate believed by it to be genuine and to be signed,
countersigned or executed by any duly Authorized Person,
upon the Oral Instructions or Written Instructions of an
Authorized Person of the Company or upon the opinion of
legal counsel for the Company or its own counsel; or (ii)
any action taken or omitted to be taken by the Transfer
Agent in connection with its appointment in good faith in
reliance upon any law, act, regulation or interpretation of
the same even though the same may thereafter have been
altered, changed, amended or repealed. However,
indemnification hereunder shall not apply to actions or
omissions of the Transfer Agent or its directors, officers,
employees or agents in cases of its own gross negligence,
willful misconduct, bad faith, or reckless disregard of its
or their own duties hereunder.
20. AFFILIATION BETWEEN FUND AND TRANSFER AGENT. It is understood
that the trustees, officers, employees, agents and Shareholders
of the Fund, and the officers, directors, employees, agents and
shareholders of the Adviser, are or may be interested in the
Transfer Agent as directors, officers, employees, agents,
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shareholders, or otherwise, and that the directors, officers,
employees, agents or shareholders of the Transfer Agent may be
interested in the Fund as trustees, officers, employees, agents,
shareholders, or otherwise, or in the Adviser as officers,
trustees, employees, agents, shareholders or otherwise.
21. TERM.
(a) This Agreement shall become effective with respect to a
Company on the date on which it is approved by vote of a
majority (as defined in the 0000 Xxx) of the Trustees,
including a majority of the trustees who are not interested
persons (as defined in the 0000 Xxx) of the Company, and
shall continue in effect for an initial term of one year,
and from year to year thereafter, so long as such
continuance is specifically approved at least annually
both: (i) by either the Trustees or the vote of a majority
of the outstanding voting securities of the Company; and
(ii) by a vote of the majority of the trustees who are not
interested persons of the Company (as defined in the 0000
Xxx) cast in person at a meeting called for the purpose of
voting upon such approval.
(b) Either of the parties hereto may terminate this Agreement
by giving to the other party a notice in writing specifying
the date of such termination, which shall not be less than
sixty (60) days after the date of receipt of such notice.
In the event such notice is given by the Company, it shall
be accompanied by a resolution of the Trustees, certified
by the Secretary, electing to terminate this Agreement and
designating a successor transfer agent.
22. AMENDMENT. This Agreement may not be amended or modified in any
manner except by a written agreement executed by both parties with
the formality of this Agreement, and (i) authorized or approved by
the resolution of the Trustees, including a majority of the Trustees
who are not interested persons of the Fund as defined in the 1940
Act, or (ii) authorized and approved by such other procedures as may
be permitted or required by the 1940 Act.
23. SUBCONTRACTING. The Company agrees that the Transfer Agent may, in
its discretion, subcontract for certain of the services to be
provided hereunder.
24. MISCELLANEOUS.
(a) Any notice and other instrument in writing, authorized or
required by this Agreement to be given to the Company or the
Transfer Agent, shall be sufficiently given if addressed to
that party and mailed or delivered to it at its office set
forth below or at such other place as it may from time to time
designate in writing.
To the Company:
(Address to Relevant Company Listed in Schedule A)
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn.: Xxxxx X. Xxxxxx, Senior Vice President
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To the Transfer Agent:
AIM Investment Services, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn.: Xxxx X. Xxxxx, President
(b) This Agreement shall not be assignable and in the event of its
assignment (in the sense contemplated by the 1940 Act), it
shall automatically terminate.
(c) This Agreement shall be construed in accordance with the laws
of the State of Texas.
(d) This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers thereunder duly authorized and
their respective corporate seals to be hereunto affixed, as of the day and year
first above written.
COMPANY (LISTED IN SCHEDULE A)
By:
--------------------------------------
Xxxxxx X. Xxxxxx, President
ATTEST:
-----------------------------------------
Xxx X. Xxxxxxxx, Assistant Secretary
TRANSFER AGENT
By:
-------------------------------------
Xxxx X. Xxxxx, President
ATTEST:
-----------------------------------------
Xxx X. Xxxxxxxx, Assistant Secretary
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FEE SCHEDULE
This Fee Schedule for services is made pursuant to the Transfer Agency
Agreement dated November 20, 2003 (the "Agreement"), between the registered
investments companies specified in Schedule A (each individually referred to as
"Company") and AIM Investment Services, Inc. (the "Transfer Agent"). The parties
hereto agree to the following:
ACCOUNT MAINTENANCE CHARGES. Fees are based on an annual charge set forth
below. These annual charges are billable monthly at the rate of one-twelfth
(1/12) of the annual fee.
ANNUAL
ANNUAL OMNIBUS
CHARGE PER ACCOUNT
SHAREHOLDER CHARGE PER
COMPANY ACCOUNT PARTICIPANT
AIM COUNSELOR SERIES TRUST $22.50 $22.50
AIM COMBINATION STOCK & BOND FUNDS $22.50 $22.50
AIM INTERNATIONAL MUTUAL FUNDS $22.50 $22.50
AIM SECTOR FUNDS $22.50 $22.50
AIM STOCK FUNDS $22.50 $22.50
AIM TREASURER'S SERIES TRUST(1) N/A N/A
INVESCO VARIABLE INVESTMENT FUNDS, INC.(2) N/A N/A
EXPENSES. A Fund shall not be liable for reimbursement to the Transfer
Agent of expenses incurred by it in the performance of services pursuant to the
Agreement, provided, however, that nothing herein or in the Agreement shall be
construed as affecting in any manner any obligations assumed by a Fund with
respect to expense payment or reimbursement pursuant to a separate written
agreement between the Fund and the Transfer Agent or any affiliate thereof.
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Effective this 20th day of November, 2003.
COMPANY (LISTED IN SCHEDULE A)
By:
--------------------------------------
Xxxxxx X. Xxxxxx, President
ATTEST:
-----------------------------------------
Xxx X. Xxxxxxxx, Assistant Secretary
TRANSFER AGENT
By:
-------------------------------------
Xxxx X. Xxxxx, President
ATTEST:
-----------------------------------------
Xxx X. Xxxxxxxx, Assistant Secretary
1 The Transfer Agent will not charge the Company a fee under this Agreement,
but this commitment may be changed following consultation with the board of
trustees.
2 The Transfer Agent shall receive an annual fee of $5,000 per Fund, billable
monthly at the rate of one-twelfth (1/12) of the annual fee. The fee is
applied for each Fund in the month that it commences or ceases operation, as
well as in each month that the Fund is in operation regardless of the number
of shareholders.
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SCHEDULE A
REGISTERED
INVESTMENT
COMPANY FUNDS EFFECTIVE DATE
------------------------------------------------------------------------------ -------------------------------
AIM COUNSELOR SERIES TRUST INVESCO Advantage Health Sciences Fund November 25, 2003
INVESCO Multi-Sector Fund
AIM COMBINATION STOCK & INVESCO Core Equity Fund November 25, 2003
BOND FUNDS INVESCO Total Return Fund
AIM INTERNATIONAL MUTUAL INVESCO International Core Equity November 25, 2003
FUNDS
AIM SECTOR FUNDS INVESCO Energy Fund November 20, 2003
INVESCO Financial Services Fund
INVESCO Gold & Precious Metals Fund
INVESCO Health Sciences Fund
INVESCO Leisure Fund
INVESCO Technology Fund
INVESCO Telecommunications Fund
INVESCO Utilities Fund
AIM STOCK FUNDS INVESCO Dynamics Fund November 25, 2003
INVESCO Mid-Cap Growth Fund
INVESCO Small Company Growth Fund
INVESCO S&P 500 Index Fund
AIM TREASURER'S SERIES TRUST INVESCO Treasurer's Money Market Reserve Fund November 25, 2003
INVESCO Treasurer's Tax-Exempt Reserve Fund
INVESCO U.S. Government Money Fund
A-1
REGISTERED
INVESTMENT
COMPANY FUNDS EFFECTIVE DATE
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INVESCO VARIABLE INVESTMENT VIF-Core Equity Fund November 20, 2003
FUNDS, INC. VIF-Dynamics Fund
VIF-Financial Services Fund
VIF-Growth Fund
VIF-Health Sciences Fund
VIF-High Yield Fund
VIF-Leisure Fund
VIF-Real Estate Opportunity Fund
VIF-Small Company Growth Fund
VIF-Technology Fund
VIF-Telecommunications Fund
VIF-Total Return Fund
VIF-Utilities Fund
A-2
