AIM Funds Intermediary Agreement Regarding Compliance with SEC Rule 22c-2
This Agreement is made and entered into by and between AIM Investment Services,
Inc. (the "Transfer Agent"), a Delaware corpora-tion and the transfer agent for
certain management investment companies (each, a "mutual fund") registered with
the U.S. Securities and Exchange Commission (the "SEC") and regulated under the
Investment Company Act of 1940, as amended (the "1940 Act"), and the
Intermediary identified below.
Recitals
WHEREAS, effective May 23, 2005, the SEC adopted Rule 22c-2 under the 1940 Act
which requires every mutual fund (or on the fund's behalf, the principal
underwriter or transfer agent) to enter into a written agreement with each
financial intermediary who sells shares or otherwise maintains accounts which
hold shares of the fund for the benefit of a shareholder, as defined below,
pursuant to which the intermediary agrees to: (i) provide, promptly upon request
by the fund, the Taxpayer Identification Number of all shareholders that
purchased, redeemed, transferred, or exchanged shares held through an account
with the financial intermediary, and the amount and dates of such shareholder
purchases, redemptions, transfers, and exchanges; and (ii) execute any
instructions from the fund to restrict or prohibit further purchases or
exchanges of fund shares by a shareholder who has been identified by the fund as
having engaged in transactions of fund shares (directly or indirectly through
the intermediary's account) that violate policies established by the fund for
the purpose of eliminating or reducing any dilution of the value of the
outstanding securities issued by the fund; and (iii) use best efforts to
determine, promptly upon the request of the fund, whether any other person that
holds fund shares through the financial intermediary is itself a financial
intermediary (an "indirect intermediary") and, upon further request by the fund,
(A) provide (or arrange to have provided) the identification and transaction
information described above with respect to shareholders who hold an account
with an indirect intermediary, or (B) restrict or prohibit the indirect
intermediary from purchasing securities issued by the fund; and
WHEREAS, the Intermediary currently sells shares or otherwise maintains accounts
which hold shares for the benefit of a shareholder or shareholders of certain
mutual funds for which the Transfer Agent is the transfer agent (each, an "AIM
Fund"); and
WHEREAS, the Transfer Agent has agreed to administer the AIM Funds' compliance
program related to Rule 22c-2;
NOW, THEREFORE, the premises considered, the Transfer Agent and the Intermediary
agree as follows:
1. Shareholders Defined. For purposes of this Agreement, the term shareholder
means an individual or non-natural entity who or which owns legal title or a
vested beneficial interest in shares of an AIM Fund, including, but not limited
to, participants in retirement and education savings plans and owners of
variable insurance contracts which are funded with or otherwise invested in
shares of an AIM Fund.
2. Compliance Obligations of Intermediary. Beginning no later than October 16,
2006, or such other date as the SEC may designate as the date by which mutual
funds must be in compliance with Rule 22c-2, the Intermediary agrees to provide
the Transfer Agent, upon written request, the taxpayer identification number
("TIN"), if known, of any or all shareholders and the amount, date, name or
other identifier of any investment professional(s) associated with the
shareholder(s) (if known), and transaction type (purchase, redemption, transfer,
or exchange) of every purchase, redemption, transfer, or exchange of shares held
through an account maintained by the Intermediary during the period covered by
the request.
(a) Period Covered by Request. Requests made pursuant to this Section must set
forth a specific time period, not to exceed one (1) year from the date of
the request, for which transaction information is sought. The Transfer
Agent may request transaction information older than one (1) year from the
date of the request as it deems necessary to investigate compliance with
policies established by the Fund for the purpose of eliminating or reducing
any dilution of the value of the outstanding shares issued by the Fund.
(b) Daily Data Feed. If requested by the Transfer Agent, the Intermediary shall
provide the information specified above with respect to each account for
each trading day.
(c) Form and Timing of Response. The Intermediary agrees to transmit the
requested information that is on its books and records to the Transfer
Agent or its designee promptly, but in any event not later than three (3)
business days, after receipt of a request. If the requested information is
not on the Intermediary's books and records, the Intermediary agrees to:
(i) provide or arrange to provide to the Transfer Agent the requested
information from shareholders who hold an account with an indirect
intermediary; or (ii) if directed by the Transfer Agent, block further
purchases of Fund shares from such indirect intermediary. In such instance,
the Intermediary agrees to inform the Transfer Agent whether it plans to
perform (i) or (ii). Responses required by this Paragraph must be
communicated in writing and in a format mutually agreed upon by the
Intermediary and the Transfer Agent. To the extent practicable, the format
for any transaction information provided to the Transfer Agent should be
consistent with the NSCC Standardized Data Reporting Format. For purposes
of this provision, the term indirect intermediary has the same meaning as
in Rule 22c-2.
(d) Agreement to Restrict Trading. The Intermediary agrees to execute written
instructions from the Transfer Agent to restrict or prohibit further
purchases or exchanges of Fund shares by a shareholder that has been
identified by the Transfer Agent as having engaged in transactions of the
Fund's shares (directly or indirectly through an account) that violate
policies established by the Fund for the purpose of eliminating or reducing
any dilution of the value of the outstanding shares issued by the Fund.
(e) Form of Instructions. Instructions submitted pursuant to this Section must
include the TIN, if known, and the specific restriction(s) to be executed.
If the TIN is not known, the instructions must include an equivalent
identifying number of the shareholder(s) or account(s) or other agreed upon
information to which the instruction relates.
(f) Timing of Response. The Intermediary agrees to execute instructions as soon
as reasonably practicable, but not later than five (5) business days after
receipt of the instructions by the Intermediary.
(g) Confirmation by the Intermediary. The Intermediary agrees to provide
written confirmation to the Transfer Agent that instructions have been
executed. The Intermediary agrees to provide confirmation as soon as
reasonably practicable, but not later than ten (10) business days after the
instructions have been executed.
3. Entire Agreement. This Agreement constitutes the entire understanding among
the parties as to the Intermediaries obligations with respect to the
matters discussed herein. This Agreement is not intended to amend or
terminate any other agreements between among the parties which relate to
the AIM Funds; provided, however, that (i) to the extent that the
provisions of any other agreement among the parties are inconsistent with
this Agreement, this Agreement shall control with respect to the matters
discussed herein, and (ii) a breach of this Agreement shall constitute
cause to terminate any other agreements among the parties which relate to
the AIM Funds.
4. AIM Funds as Third-Party Beneficiaries. As required by Rule 22c-2, the
Transfer Agent is entering into this Agreement as agent and on behalf of
the AIM Funds. The AIM Funds shall have the right to enforce all terms and
provisions of this Agreement against any and all parties hereto and
otherwise involved in the activities contemplated herein.
5. Assignment. The Intermediary shall not have the right to assign this
Agreement without the prior written consent of the Transfer Agent, which
consent may be withheld by the Transfer Agent if other necessary agreements
related to the maintenance of shareholder accounts in the AIM Funds are not
also assigned or otherwise negotiated with the party to which the
Intermediary desires to assign this Agreement. The Transfer Agent may
assign this Agreement to any other affiliated entity which undertakes the
role of transfer agent for the AIM Funds.
6. Amendment. The Transfer Agent may amend this Agreement by providing advance
written notice of any such amendments to the Intermediary. If the
Intermediary continues to maintain accounts which hold shares of the AIM
Funds sixty (60) days after the receipt of such amendment(s), the
Intermediary shall be deemed to have agreed to all terms and conditions set
forth in such amendment(s).
7. Termination. The Transfer Agent may terminate this Agreement by providing
written notice of termination to the Intermediary. The Intermediary may
terminate this Agreement by providing sixty (60) days' notice of
termination to the Transfer Agent; provided, however, that no such notice
of termination shall be effective for so long as the Intermediary continues
to maintain accounts which hold shares of the AIM Funds.
8. Choice of Law. This Agreement shall be construed in accordance with the
laws of the State of Texas, without respect to conflict of laws principles,
and the 1940 Act.
AGREED AND EXECUTED:
AIM Investment Services, Inc.
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(Legal Name of Intermediary)
By: By:
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Name: Xxxxxxx X. Xxxxxx, Xx. Name
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Title: President Title:
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Date:
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Address for delivery of notices hereunder: Address for delivery of notices hereunder:
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
Addendum to
AIM Funds Intermediary Agreement Regarding Compliance with SEC Rule 22c-2
This Addendum is made and entered into by and between AIM Investment
Services, Inc. (the "Transfer Agent"), a Delaware corporation and the transfer
agent for certain management investment companies (each, a "mutual fund")
registered with the U.S. Securities and Exchange Commission (the "SEC") and
regulated under the Investment Company Act of 1940, as amended (the "1940 Act"),
and the Intermediary identified below, in connection with the AIM Funds
Intermediary Agreement Regarding Compliance with SEC Rule 22c-2.
Recitals
WHEREAS, the Intermediary has agreed to enter into an AIM Funds
Intermediary Agreement Regarding Compliance with SEC Rule 22c-2, provided that
certain terms of the said Agreement are amended as described herein; and
WHEREAS, the Transfer Agent is agreeable to such amendments;
NOW, THEREFORE, the premises considered, the Transfer Agent and the
Intermediary agree to amend the said agreement as follows:
1. Section 2(a) of the Agreement is replaced in its entirety with
the following:
(a) Period Covered by Request. Requests made pursuant to this
Section must set forth a specific time period, not to normally
exceed ninety (90) days from the date of the request, for
which transaction information is sought. The Transfer Agent
may request transaction information older than ninety (90)
days from the date of the request as it deems necessary to
investigate compliance with policies established by the Fund
for the purpose of eliminating or reducing any dilution of the
value of the outstanding shares issued by the Fund.
2. Section 2(c) of the Agreement is replaced in its entirety with
the following:
(c) Form and Timing of Response. The Intermediary agrees to transmit the
requested information that is on its books and records to the Transfer
Agent or its designee promptly, but in any event not later than five (5)
business days, after receipt of a request. If the requested information is
not on the Intermediary's books and records, the Intermediary agrees to:
(i) provide or arrange to provide to the Transfer Agent the requested
information from shareholders who hold an account with an indirect
intermediary; or (ii) if directed by the Transfer Agent, block further
purchases of Fund shares from such indirect intermediary. In such instance,
the Intermediary agrees to inform the Transfer Agent whether it plans to
perform (i) or (ii). Responses required by this Paragraph must be
communicated in writing and in a format mutually agreed upon by the
Intermediary and the Transfer Agent. To the extent practicable, the format
for any transaction information provided to the Transfer Agent should be
consistent with the NSCC Standardized Data Reporting Format. For purposes
of this provision, the term indirect intermediary has the same meaning as
in Rule 22c-2.
3. Section 2(e) of the Agreement is replaced in its entirety with the following:
(e) Form of Instructions. Instructions submitted pursuant to this Section must
include the TIN, if known, and the specific restriction(s) to be executed
including how long the restrictions are to remain in place if not
indefinitely. If the TIN is not known, the instructions must include an
equivalent identifying number of the shareholder(s) or account(s) or other
agreed upon information to which the instruction relates. Upon request of
Intermediary, Transfer Agent agrees to provide to the Intermediary, along
with any written instructions to prohibit further purchases or exchanges of
shares by shareholder, information regarding those trades of the
shareholder that violated the Fund's policies relating to eliminating or
reducing any dilution of the value of the Fund's outstanding shares.
4. The following is added as new Section 2(h):
Limitations on Use of Information. The Transfer Agent agrees not to use
the information received pursuant to this Agreement for any purpose
other than as necessary to comply with the provisions of Rule 22c-2 or
to fulfill other regulatory or legal requirements subject to the
privacy provisions of Title V of the Xxxxx-Xxxxx-Xxxxxx Act (Public Law
106-102) and comparable state laws.
5. The Agreement as amended by this Addendum shall be referred to as the
"Agreement." All other terms and conditions shall remain unchanged.
AGREED AND EXECUTED:
AIM Investment Services, Inc.
(Legal Name of Intermediary)
By: By:
-------------------------------------------------- --------------------------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx. Name
------------------------------------------------ -------------------------------------------------
Title: President Title:
----------------------------------------------- -----------------------------------------------
Date:
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Address for delivery of notices hereunder: Address for delivery of notices hereunder:
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
