EXHIBIT (H)(23)(A)
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.
Unless otherwise specifically requested by the Transfer Agent, information
regarding transactions resulting from dollar cost averaging programs,
automatic rebalancing programs, periodic deduction of fees, and redemptions
pursuant to a systematic withdrawal plan will not be provided in
Shareholder Information sent to the Transfer Agent; therefore, the
Shareholder Information provided for a certain period will not be equal to
the omnibus trades made during that same period. Information regarding
transactions resulting from dollar cost averaging programs, automatic
rebalancing programs, periodic deduction of fees, and redemptions pursuant
to a systematic withdrawal plan will be made available subject to
Intermediary's systematic capability.
(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) 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.
(c) 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.
(d) 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.
(e) 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.
(f) 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.
(g) LIMITATIONS ON USE OF INFORMATION. The Fund agrees not to use the
Shareholder Information received for any purpose (i) other than as
necessary to comply with the provisions of Rule 22c-2, nor (ii) for
any purpose not permitted under the privacy provisions of Title V of
the Xxxxx-Xxxxx-Xxxxxx Act and comparable state laws, including, but
not limited to marketing or any other similar purpose without the
prior written consent of Intermediary.
(h) BEST EFFORTS AND GOOD FAITH. Both Parties mutually agree to act in
good faith, utilizing their best efforts to timely and effectively
execute the shareholder information sharing provisions of Rule 22c-2.
Good faith and best efforts means attempting to process all relevant
requests in a timely manner, or in the event such requests cannot be
met within the time provisions of this agreement, to make best efforts
to fulfill such requests as soon as reasonably practicable. Also, if
Intermediary is aware of a possible delay in the fulfillment of a
request, Intermediary will provide notice of the impending delay as
soon as possible after the impending delay is discovered..
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. AIG Life Insurance Company
By: By:
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Name: Name
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Title: Title:
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Date:
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ADDRESS FOR DELIVERY OF NOTICES ADDRESS FOR DELIVERY OF NOTICES
HEREUNDER: HEREUNDER:
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American International Life Assurance American General Life Insurance
Company of New York Company
By: By:
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Name: Name
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Title: Title:
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Date: Date:
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ADDRESS FOR DELIVERY OF NOTICES ADDRESS FOR DELIVERY OF NOTICES
HEREUNDER: HEREUNDER:
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The United States Life Insurance
Company in the City of New York
By:
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HEREUNDER:
Name:
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Title:
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Date:
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APPENDIX
REPRESENTATIVES OF THE INTERMEDIARY
Requests for Shareholder Information or Trading Restrictions must be directed
to:
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AIG American General
0000 Xxxxx Xxxxxxx, X00-00
Xxxxxxx, XX 00000
(000) 000-0000
AND to:
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AIG American General
0000-X Xxxxx Xxxxxxx
Xxxxxxx, XX 00000
(000) 000-0000
