AGREEMENT
WITH
JPMORGAN CHASE BANK, N.A.
The undersigned servicing agent (the "Servicing Agent") for the mutual
funds listed on Schedule A hereto (the "Funds"), each an open-end investment
company registered under the Investment Company Act of 1940 (the "1940 Act"),
hereby requests that JPMorgan Chase Bank, N.A. as depositary (the "Bank") open
an account for each of the Funds and their respective series, if any, under the
direction and control of the Servicing Agent on the following terms and
conditions as of the date set forth below as follows:
1. Special Funds. The Servicing Agent represents that the Funds represent
subscription payments and investments in AIM Fund companies and the Custodian
represents to the Bank that it is the duly appointed, qualified and acting
Custodian of the Funds, with all necessary power and authority to enter into
this Agreement.
2. Subcustody. The Servicing Agent shall maintain accounts for the Funds
("Subscription Accounts"). Payments for purchases of the Funds' shares
("Subscription Payments") shall be deposited to the Subscription Accounts at
Bank and the Servicing Agent shall manage into which Subscription Account the
deposit of such payments shall be made. For any checks returned to the Bank for
non-payment for any reason, and any returns for ACH transactions or wire
transfers ("Return Items"), the Bank shall debit the account in which payments
were originally deposited, and the Servicing Agent will receive notice of any
Returned Items through one of the Bank's treasury services' products as agreed
to by the Bank and Servicing Agent. In the event that the available funds in the
designated account are insufficient to cover the amount of the Return Items, the
Bank will promptly notify the Servicing Agent in writing of the amount of such
insufficiency and upon receipt of such written notice, the Servicing Agent shall
remit to the Bank the full amount of such insufficiency. Bank agrees to not
offset the Subscription account for any obligations of the Servicing Agent other
than obligations owing directly against the Subscription Account or any services
provided in relation to such account.
Each business day the Servicing Agent will wire transfer certain funds to
the designated Custodian, and other entities in compliance with its obligations
to service the Subscription Accounts and in accordance with the Bank's terms and
conditions governing its accounts and services. The Funds agree to reimburse the
Bank for Return Items not paid by the Servicing Agent within five (5) business
days following a demand for such payment by the Bank pursuant to this paragraph.
3. Instructions: Other Communications. Servicing Agent will provide account
opening documentation designating the Servicing Agent's officers, employees or
other authorized representative to open the Subscription Accounts (an
"Authorized Officer") as may be reasonably required by the Bank.
4. Fees. The Funds agree to pay the Bank for services rendered hereunder
based upon the Bank's normal and customary fee schedule for such services, which
may be amended by agreement of the parties in writing, provided written notice
is furnished to the Funds thirty (30) days in advance of any increase in fees.
5. Liabilities. The Bank shall be indemnified and held harmless by the
Servicing Agent and the Funds and not be liable for any action taken or omitted
to be taken by it in good faith or for any mistake of law or fact, or for
anything Bank may do or refrain from doing in connection with or as required by
this Agreement, except for failure to exercise ordinary care or act in good
faith. Except as otherwise set forth herein, the Bank shall have no
responsibility with respect to Fund assets. IN NO EVENT WILL THE BANK BE LIABLE
TO THE CUSTODIAN, SERVICING AGENT OR THE FUNDS FOR ANY INDIRECT DAMAGES, LOST
PROFITS, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHICH ARISE OUT OF OR IN
CONNECTION WITH THE SERVICES CONTEMPLATED HEREIN.
6. Termination. Each party may terminate this Agreement at any time by not
less than thirty (30) days prior written notice which shall specify the date of
such termination; provided, however, that the Custodian may immediately
terminate this Agreement in the event of the appointment of a conservator or
receiver for the Bank by the Federal Deposit Insurance Corporation or upon the
happening of a like event at the direction of an appropriate regulatory agency
or court of competent jurisdiction. Upon termination of this Agreement, the Bank
shall promptly make delivery of all assets of the Funds held in the Subscription
Accounts to the Custodian or any third party designated by the Custodian in
writing. If any Subscription Payments are subsequently returned unpaid,
Servicing Agent shall pay the Bank the amount thereof on behalf of the Funds
promptly upon demand. If Servicing Agent fails to make such payment within 5
days of demand, then the Custodian will promptly pay the Bank upon receipt of
written demand. All indemnities provided pursuant to this Agreement shall
survive the termination of this Agreement.
7. Communications. All communications required or permitted to be given
under this Agreement shall be in writing (including telex, telegraph or telefax,
facsimile or similar electronic transmittal device) and shall be deemed given
(a) upon delivery in person to the persons indicated below, or (b) three days
after confirmed receipt of a postage prepaid, registered or certified mail,
return receipt requested, or (c) upon receipt by facsimile (provided that
receipt of such facsimile is confirmed telephonically by the addressee) or (d)
upon actually receipt of the person indicated if by overnight delivery service
(with receipt of delivery) at least ten (10) days in advance of the date on
which such change of address shall be effective. All communications required or
permitted to be given under this Agreement shall be addressed as follows:
(i) to the Bank: JPMorgan Chase Bank, N.A.
000 Xxxxx Xxxxxxxxx, 00xx xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx, mail code IL 1-0198
(ii) to the Custodian: The Bank of New York
Xxx Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxxx
(iii) to the Servicing Agent: AIM Investment Services, Inc.
00 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Xxxxxxx Xxxxxx Xxxxxx
8. Records. The books and records pertaining to the Subscription Accounts
which are in the possession of the Bank shall be preserved by the Bank for six
(6) years, the first two (2) years of which the books and records shall be
maintained by the Bank in an easily accessible place. The Bank shall not refuse
any reasonable request for inspection and audit of its books and records
concerning transactions and balances of the Subscription Accounts by an agent of
any Fund, AlS or the Custodian.
9. Terms and Conditions of Deposit Accounts. The handling of the
Subscription Accounts and all other accounts maintained with the Bank in
connection with or relating to this Agreement will be subject to the Bank's
terms and conditions of deposit accounts, and any and all rules or regulations
now or hereafter promulgated by the Bank which relate to such accounts, and the
Uniform Commercial Code as adopted in the State of Texas (except in the event
any of the same are contrary to the specific provisions hereof). In the event of
any specific conflict between the provisions hereof and the provisions of any of
the foregoing, the provisions of this Agreement shall control, unless prohibited
by law.
10. Miscellaneous. This Agreement shall be (i) governed by and construed in
accordance with the laws of the State of Texas without regard to conflicts of
law rules, (ii) may be executed in counterparts each of which shall be deemed an
original but all of which shall constitute the same instrument, and (iii) may
only be amended by the parties hereto in writing.
11. Signature Authority. Each of the undersigned represents and warrants
that he/she has the requisite authority to execute this Agreement on behalf of
the party for whom the undersigned signs; that all necessary action has been
taken to authorize this Agreement; that this Agreement, upon execution and
delivery, shall be a binding obligation of such party.
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed this 20th day of June, 2005.
JPMorgan Chase Bank, N.A.
(as Bank)
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
Title: Vice President
Bank of New York
(as Custodian)
By: /s/ Xxxxxx X. XxXxxx
---------------------------------
Title: Managing Director
AIM Investment Services, Inc.
(as Servicing Agent)
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: President
Each of the Funds hereby consents and agrees to the terms of the foregoing
Agreement; provided, however, that the same shall not relieve the Custodian of
any of its responsibilities to the Fund as set forth in the Custodian Agreements
between the Funds and the Custodian.
Each of the AIM Funds Listed on
Schedule A hereto
By: /s/ Xxxxxx Xxxxxxx
---------------------------------
Title: Vice President, Treasurer
SCHEDULE A
THE FUNDS:
AIM Investment Securities Funds
AIM Tax-Exempt Funds
AIM Variable Insurance Funds
Short-Term Investments Trust
Tax-Free Investments Trust
AIM Treasurer's Series Trust
