EXHIBIT m(7)
AGENCY PRICING AGREEMENT
(THE AIM FAMILY OF FUNDS")
This Agreement is entered into as of the __ of__________________, 2001,
between ____________________________________ (the "Plan Provider") and A I M
Distributors, Inc. (the "Distributor").
RECITAL
Plan Provider acts as a trustee and/or servicing agent for defined
contribution plans and/or deferred compensation plans (the "Plans") and invests
and reinvests such Plans' assets as specified by an investment advisor, sponsor
or administrative committee of the Plan (a "Plan Representative") generally upon
the direction of Plan beneficiaries (the "Participants").
Plan Provider and Distributor desire to facilitate the purchase and
redemption of shares (the "Shares") of the funds listed on Exhibit A hereto
which may be amended from time to time by Distributor (the "Fund" or "Funds"),
registered investment companies distributed by Distributor, on behalf of the
Plans, through one or more accounts (not to exceed one per Plan) in each Fund
(individually an "Account" and collectively the "Accounts"), subject to the
terms and conditions of this Agreement. Distributor shall, on behalf of the
Funds, pay to Plan Provider a fee in accordance with Exhibit A hereto.
AGREEMENT
1. SERVICES
Plan Provider shall provide shareholder and administration services for
the Plans and/or their Participants, including, without limitation:
answering questions about the Funds; assisting in changing dividend
options, account designations and addresses; establishing and
maintaining shareholder accounts and records; and assisting in
processing purchase and redemption transactions (the "Services"). Plan
Provider shall comply with all applicable laws, rules and regulations,
including requirements regarding prospectus delivery and maintenance and
preservation of records. To the extent allowed by law, Plan Provider
shall provide Distributor with copies of all records that Distributor
may reasonably request. Distributor or its affiliate will recognize each
Plan as an unallocated account in each Fund, and will not maintain
separate accounts in each Fund for each Participant. Except to the
extent provided in Section 3, all Services performed by Plan Provider
shall be as an independent contractor and not as an employee or agent of
Distributor or any of the Funds. Plan Provider and Plan Representatives,
and not Distributor, shall take all necessary action so that the
transactions contemplated by this Agreement shall not be "Prohibited
Transactions" under section 406 of the Employee Retirement Income
Security Act of 1974, or section 4975 of the Internal Revenue Code.
2. PRICING INFORMATION
Each Fund or its designee will furnish Plan Provider on each business
day that the New York Stock Exchange is open for business ("Business
Day"), with (i) net asset value information as of the close of trading
(currently 4:00 p.m. Eastern Time) on the New York Stock Exchange or as
at such later times at which a Fund's net asset value is calculated as
-1-
07/02
specified in such Fund's prospectus ("Close of Trading"), (ii) dividend
and capital gains information as it becomes available, and (iii) in the
case of income Funds, the daily accrual or interest rate factor (mil
rate). The Funds shall use their best efforts to provide such
information to Plan Provider by 6:00 p.m. Central Time on the same
Business Day.
Distributor or its affiliate will provide Plan Provider (a) daily
confirmations of Account activity within five Business Days after each
day on which a purchase or redemption of Shares is effected for the
particular Account, (b) if requested by Plan Provider, quarterly
statements detailing activity in each Account within fifteen Business
Days after the end of each quarter, and (c) such other reports as may be
reasonably requested by Plan Provider.
3. ORDERS AND SETTLEMENT
If Plan Provider receives instructions in proper form from Participants
or Plan Representatives before the Close of Trading on a Business Day,
Plan Provider will process such instructions that same evening. On the
next Business Day, Plan Provider will transmit orders for net purchases
or redemptions of Shares to Distributor or its designee by 9:00 a.m.
Central Time and wire payment for net purchases by 2:00 p.m. Central
Time. Distributor or its affiliate will wire payment for net redemptions
on the Business Day following the day the order is executed for the
Accounts. In doing so, Plan Provider will be considered the Funds'
agent, and Shares will be purchased and redeemed as of the Business Day
on which Plan Provider receives the instructions. Plan Provider will
record time and date of receipt of instructions and will, upon request,
provide such instructions and other records relating to the Services to
Distributor's auditors. If Plan Provider receives instructions in proper
form after the Close of Trading on a Business Day, Plan Provider will
treat the instructions as if received on the next Business Day.
4. REPRESENTATIONS WITH RESPECT TO THE DISTRIBUTOR AND THE FUNDS
Plan Provider and its agents shall limit representations concerning a
Fund or Shares to those contained in the then current prospectus of such
Fund, in current sales literature furnished by Distributor to Plan
Provider, in publicly available databases, such as those databases
created by Standard & Poor's and Morningstar, and in current sales
literature created by Plan Provider and submitted to and approved in
writing by Distributor prior to its use.
5. USE OF NAMES
Plan Provider and its affiliates will not, without the prior written
approval of Distributor, make public references to A I M Management
Group Inc. or any of its subsidiaries, or to the Funds. For purposes of
this provision, the public does not include Plan Providers'
representatives who are actively engaged in promoting the Funds. Any
brochure or other communication to the public that mentions the Funds
shall be submitted to Distributor for written approval prior to use.
Plan Provider shall provide copies of its regulatory filings that
include any reference to A I M Management Group Inc. or its subsidiaries
or the Funds to Distributor. If Plan Provider or its affiliates should
make unauthorized references or representations, Plan Provider agrees to
indemnify and hold harmless the Funds, A I M Management Group Inc. and
its subsidiaries from any claims, losses, expenses or liability arising
in any way out of or connected in any way with such references or
representations.
6. TERMINATION
-2-
07/02
(a) This Agreement may be terminated with respect to any Fund at any
time without any penalty by the vote of a majority of the
directors of such Fund who are "disinterested directors", as that
term is defined in the Investment Company Act of 1940, as amended
(the "1940 Act"), or by a vote of a majority of the Fund's
outstanding shares, on sixty (60) days' written notice. It will
be terminated by any act which terminates either the Fund's
Distribution Plan, or any related agreement thereunder, and in
any event, it shall terminate automatically in the event of its
assignment as that term is defined in the 1940 Act.
(b) Either party may terminate this Agreement upon ninety (90) days'
prior written notice to the other party at the address specified
below.
7. INDEMNIFICATION
(a) Plan Provider agrees to indemnify and hold harmless the
Distributor, its affiliates, the Funds, the Funds' investment
advisors, and each of their directors, officers, employees,
agents and each person, if any, who controls them within the
meaning of the Securities Act of 1933, as amended (the
"Securities Act"), (the "Distributor Indemnitees") against any
losses, claims, damages, liabilities or expenses to which a
Distributor Indemnitee may become subject insofar as those
losses, claims, damages, liabilities or expenses or actions in
respect thereof, arise out of or are based upon (i) Plan
Provider's negligence or willful misconduct in performing the
Services, (ii) any breach by Plan Provider of any material
provision of this Agreement, or (iii) any breach by Plan Provider
of a representation, warranty or covenant made in this Agreement;
and Plan Provider will reimburse the Distributor Indemnitee for
any legal or other expenses reasonably incurred, as incurred, by
them in connection with investigating or defending such loss,
claim or action. This indemnity agreement will be in addition to
any liability which Plan Provider may otherwise have.
(b) Distributor agrees to indemnify and hold harmless Plan Provider
and its affiliates, and each of its directors, officers,
employees, agents and each person, if any, who controls Plan
Provider within the meaning of the Securities Act (the "Plan
Provider Indemnitees") against any losses, claims, damages,
liabilities or expenses to which a Plan Provider Indemnitee may
become subject insofar as such losses, claims, damages,
liabilities or expenses (or actions in respect thereof) arise out
of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the Registration
Statement or Prospectus of a Fund, or the omission or the alleged
omission to state therein a material fact required to be stated
therein or necessary to make statements therein not misleading,
(ii) any breach by Distributor of any material provision of this
Agreement, (iii) Distributor's negligence or willful misconduct
in carrying out its duties and responsibilities under this
Agreement, or (iv) any breach by Distributor of a representation,
warranty or covenant made in this Agreement; and Distributor will
reimburse the Plan Provider Indemnitees for any legal or other
expenses reasonably incurred, as incurred, by them, in connection
with investigating or defending any such loss, claim or action.
This indemnity agreement will be in addition to any liability
which Distributor may otherwise have.
(c) If any third party threatens to commence or commences any action
for which one party (the "Indemnifying Party") may be required to
indemnify another person
-3-
07/02
hereunder (the "Indemnified Party"), the Indemnified Party shall
promptly give notice thereof to the Indemnifying Party. The
Indemnifying Party shall be entitled, at its own expense and
without limiting its obligations to indemnify the Indemnified
Party, to assume control of the defense of such action with
counsel selected by the Indemnifying Party which counsel shall
be reasonably satisfactory to the Indemnified Party. If the
Indemnifying Party assumes the control of the defense, the
Indemnified Party may participate in the defense of such claim
at its own expense. Without the prior written consent of the
Indemnified Party, which consent shall not be withheld
unreasonably, the Indemnifying Party may not settle or
compromise the liability of the Indemnified Party in such action
or consent to or permit the entry of any judgment in respect
thereof unless in connection with such settlement, compromise or
consent each Indemnified Party receives from such claimant an
unconditional release from all liability in respect of such
claim.
8. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Texas applicable to agreements fully
executed and to be performed therein.
9. ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS
Each party represents that it is free to enter into this Agreement and
that by doing so it will not breach or otherwise impair any other
agreement or understanding with any other person, corporation or other
entity. Each party represents that it has full power and authority under
applicable law, and has taken all action necessary to enter into and
perform this Agreement and the person executing this Agreement on its
behalf is duly authorized and empowered to execute and deliver this
Agreement. Additionally, each party represents that this Agreement, when
executed and delivered, shall constitute its valid, legal and binding
obligation, enforceable in accordance with its terms.
Plan Provider further represents, warrants, and covenants that:
(a) it is registered as a transfer agent pursuant to Section 17A of
the Securities Exchange Act of 1934, as amended (the "1934 Act"),
or is not required to be registered as such;
(b) the arrangements provided for in this Agreement will be disclosed
to the Plan Representatives; and
(c) it is registered as a broker-dealer under the 1934 Act or any
applicable state securities laws, or, including as a result of
entering into and performing the services set forth in this
Agreement, is not required to be registered as such.
(d) it will ensure that either it, its affiliates or another person
other than Distributor is the registered broker-dealer for any
transaction made pursuant to this Agreement, that Distributor is
not responsible for determining whether Shares are suitable
investments for the participants, and that any such registered
broker-dealer shall have the appropriate selling group agreement
with Distributor in place at the time such transaction occurs.
Further, Plan Provider will provide indemnification to
Distributor or its affiliates for any breach of this subsection.
-4-
07/02
(e) it is a member of the National Securities Clearing Corporations
("NSCC") and has executed and filed the standard NSCC Fund/SERV
Agreement with the NSCC and will abide by its terms and the
applicable rules. Plan Provider further represents and warrants
that it or an affiliate is a member of the NSCC and has executed
and filed with the NSCC the standard NSCC Fund/SERV Agreement.
Plan Provider further represents and warrants that it will abide
by the NSCC Fund/SERV rules and agrees that it will perform its
duties and obligations under this Agreement in accordance with
the terms of the NSCC Fund/SERV Agreement except as otherwise
specified in a writing signed by both parties.
Distributor further represents, warrants and covenants, that:
(a) it is registered as a broker-dealer under the 1934 Act and any
applicable state securities laws; and
(b) the Funds' advisors are registered as investment advisors under
the Investment Advisers Act of 1940, the Funds are registered as
investment companies under the 1940 Act and Fund Shares are
registered under the Securities Act.
10. MODIFICATION
This Agreement and Exhibit A may be amended at any time by Distributor
without Plan Provider's consent by Distributor mailing a copy of an
amendment to Plan Provider at the address set forth below. Such
amendment shall become effective thirty (30) days from the date of
mailing unless this Agreement is terminated by the Plan Provider within
such thirty (30) days.
11. ASSIGNMENT
This Agreement shall not be assigned by a party hereto, without the
prior written consent of the other parties hereto, except that a party
may assign this Agreement to an affiliate having the same ultimate
ownership as the assigning party without such consent.
12. SURVIVAL
The provisions of Sections 1, 5 and 7 shall survive termination of this
Agreement.
-5-
07/02
IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly
authorized officers as of the date first above written.
-----------------------------------------
(PLAN PROVIDER)
By:
-------------------------------------
Print Name:
-----------------------------
Title:
----------------------------------
Address:
--------------------------------
A I M DISTRIBUTORS, INC.
(DISTRIBUTOR)
By:
-------------------------------------
Print Name:
-----------------------------
Title:
----------------------------------
00 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
-6-
07/02
EXHIBIT A
For the term of this Agreement, Distributor, or its affiliates, shall
pay Plan Provider the following amounts for each of the following Funds with
respect to the average daily net asset value of the Class A Shares of the Plans'
balances for the prior quarter:
FUND ANNUAL FEE
---- ----------
AIM Advisor Funds (Class A Shares Only)
AIM International Core Equity Fund .25%
AIM Real Estate Fund .25%
AIM Equity Funds (Class A Shares Only)
AIM Aggressive Growth Fund .25%
AIM Blue Chip Fund .25%
AIM Capital Development Fund .25%
AIM Charter Fund .25%
AIM Constellation Fund .25%
AIM Dent Demographic Trends Fund .25%
AIM Emerging Growth Fund .25%
AIM Large Cap Basic Value Fund .25%
AIM Large Cap Core Equity Fund .25%
AIM Large Cap Growth Fund .25%
AIM Mid Cap Growth Fund .25%
AIM Xxxxxxxxxx Fund .25%
AIM Floating Rate Fund (Class C Shares Only) Up to .25%
AIM Funds Group (Class A Shares Only)
AIM Balanced Fund .25%
AIM Basic Balanced Fund .25%
AIM European Small Company Fund .25%
AIM Global Utilities Fund .25%
AIM International Emerging Growth Fund .25%
AIM Mid Cap Basic Value Fund .25%
AIM New Technology Fund .25%
AIM Premier Equity Fund .25%
AIM Premier Equity II Fund .25%
AIM Select Equity Fund .25%
AIM Small Cap Equity Fund .25%
AIM Worldwide Spectrum Fund .25%
11/01/02
AIM Growth Series (Class A Shares Only)
AIM Basic Value Fund .25%
AIM Mid Cap Core Equity Fund .25%
AIM Small Cap Growth Fund(1) .25%
AIM International Funds, Inc. (Class A Shares Only)
AIM Asia Pacific Growth Fund .25%
AIM European Growth Fund .25%
AIM Global Aggressive Growth Fund .25%
AIM Global Growth Fund .25%
AIM Global Income Fund .25%
AIM International Growth Fund .25%
AIM Investment Funds (Class A Shares Only)
AIM Developing Markets Fund .25%
AIM Global Energy Fund .25%
AIM Global Financial Services Fund .25%
AIM Global Health Care Fund .25%
AIM Global Science and Technology Fund .25%
AIM Libra Fund .25%
AIM Strategic Income Fund .25%
AIM Investment Securities Funds (Class A Shares (and Class A3 Shares of AIM
Limited Maturity Treasury Fund) Only)
AIM High Yield Fund II .25%
AIM Limited Maturity Treasury Fund(2) .15%
AIM High Yield Fund .25%
AIM Income Fund .25%
AIM Intermediate Government Fund .25%
AIM Municipal Bond Fund .25%
AIM Total Return Bond Fund .25%
AIM Series Trust (Class A Shares Only)
AIM Global Trends Fund .25%
AIM Special Opportunities Funds (Class A Shares Only)
AIM Opportunities I Fund .25%
AIM Opportunities II Fund .25%
AIM Opportunities III Fund .25%
Distributor or its affiliates shall calculate the amount of quarterly
payment and shall deliver to Plan Provider a quarterly statement showing the
calculation of the quarterly amounts payable to Plan Provider. Distributor
reserves the right at any time to impose minimum fee payment requirements before
any quarterly payments will be made to Plan Provider. Payment to Plan Provider
shall occur within 30 days following the end of each quarter. All parties agree
that the payments referred to herein are for record keeping and administrative
services only and are not for legal, investment advisory or distribution
services.
--------
(1) AIM Small Cap Growth Fund is closed to new investors.
(2) AIM Limited Maturity Treasury Fund offers Class A and Class A3 Shares
only.
11/01/02
Minimum Payments: $50 (with respect to all Funds in the aggregate.)
11/01/02
