Exhibit 8(b)(i)
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 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.
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, 2007, 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 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.
(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 ten
(10) 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 ten (10) 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. The Lincoln National Life Insurance Company
(Legal Name of Intermediary)
Lincoln Life & Annuity Company of New York
CIGNA Life Insurance and Annuity Company
Administered by The Lincoln National Life
Insurance Company
By: /s/ Xxxxxxx X. Xxxxxx, Xx. By: /s/ Xxxxx X. Xxxxxxxxx
------------------------------------ ----------------------------
Name: Xxxxxxx X. Xxxxxx, Xx. Name Xxxxx X. Xxxxxxxxx
-----------------------------------
Title: President Title: Vice President for The Lincoln National
----------------------------------- Life Insurance Company
and Second Vice President for Lincoln Life &
Annuity Company of New York
Date: 3/28/07
--------------------------------------
Address for delivery of notices hereunder: Address for delivery of notices hereunder:
00 Xxxxxxxx Xxxxx, Xxxxx 000 1300 X. Xxxxxxx Street
-----------------------------------------------------
Xxxxxxx, Xxxxx 00000 Xxxx Xxxxx, XX 00000
-----------------------------------------------------
Attention: General Counsel Fund Accounting: Xxxxxxxx Xxxxxx
