Exhibit h(2)
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
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degree of certainty the authenticity of the sender of
such communication; and
(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:
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(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;
(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
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payment of any original issue or other taxes required
to be paid by the Fund in connection with such
issuance.
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.
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11. Transfers and Exchanges. The Transfer Agent is authorized to
review and process transfers of Shares of the Fund and to the
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
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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.
(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.
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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
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
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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
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.
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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, 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:
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(Address to Relevant Company Listed in Schedule A)
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn.: Xxxxx X. Xxxxxx, Senior Vice President
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: /s/ XXXXXX X. XXXXXX
--------------------------------
Xxxxxx X. Xxxxxx, President
ATTEST:
/s/ XXX X. XXXXXXXX
------------------------------------
Xxx X. Xxxxxxxx, Assistant Secretary
TRANSFER AGENT
By: /s/ XXXX X. XXXXX
--------------------------------
Xxxx X. Xxxxx, President
ATTEST:
/s/ XXX X. XXXXXXXX
------------------------------------
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: /s/ XXXXXX X. XXXXXX
----------------------------------
Xxxxxx X. Xxxxxx, President
ATTEST:
/s/ XXX X. XXXXXXXX
------------------------------------
Xxx X. Xxxxxxxx, Assistant Secretary
TRANSFER AGENT
By: /s/ XXXX X. XXXXX
----------------------------------
Xxxx X. Xxxxx, President
ATTEST:
/s/ XXX X. XXXXXXXX
------------------------------------
Xxx X. Xxxxxxxx, Assistant Secretary
1 The Transfer Agent will not charge INVESCO Treasurer's Money Market
Reserve Fund and INVESCO Treasurer's Tax-Exempt Reserve Fund, portfolios
of 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 & BOND FUNDS INVESCO Core Equity Fund November 25, 2003
INVESCO Total Return Fund
AIM INTERNATIONAL MUTUAL FUNDS INVESCO International Core Equity November 25, 2003
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
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REGISTERED
INVESTMENT
COMPANY FUNDS EFFECTIVE DATE
--------------------------------------- --------------------------------------------- -----------------
INVESCO VARIABLE INVESTMENT FUNDS, INC. VIF-Core Equity Fund November 20, 2003
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
