EXHIBIT h(4)
SHAREHOLDER SUB-ACCOUNTING SERVICES AGREEMENT
AGREEMENT made as of the 1st day of October, 1993 by and between (i) until
and including October 14, 1993, the investment companies listed on Schedule A
hereto and, after October 14, 1993, the investment companies listed on Schedule
B hereto as such Schedule may be amended from time to time (the "AIM Funds");
(ii) The Shareholders Services Group, Inc. ("The Shareholders Services Group");
(iii) Financial Data Services, Inc. ("FDS") a New Jersey corporation; and (iv)
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("MLPF&S"), a Delaware
corporation.
WITNESSETH:
WHEREAS, the AIM Funds are investment companies registered under the
Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, The Shareholders Services Group is the transfer agent, dividend
disbursing agent and shareholder servicing agent for the AIM Funds; and
WHEREAS, each of the AIM Funds and The Shareholders Services Group have
entered into a separate agreement pursuant to which The Shareholders Services
Group agreed to arrange for the performance of certain administrative services
for shareholders of the AIM Funds who maintain shares of such Funds in a
brokerage account with MLPF&S, a broker-dealer affiliated with FDS; and
WHEREAS, FDS, a transfer agent registered under the Securities Exchange
Act of 1934, has presented to The Shareholders Services Group the various
administrative services that may be performed by MLPF&S;
WHEREAS, each of the parties hereto which executed that certain
shareholder Sub-Accounting Services Agreement, dated as of July 1, 1990, among
certain of the AIM Funds, The Shareholder Services Group, FDS and MLPF&S, desire
to replace such agreement with a new agreement; and
WHEREAS, The Shareholders Services Group desires to retain MLPF&S to
perform such services and MLPF&S is willing and able to furnish such services on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto severally agrees, as follows:
1. MLPF&S agrees to perform the administrative services and functions
specified in Exhibit A hereto (the "Services") for the benefit of
the shareholders of the AIM Funds who maintain shares of any of such
Funds in brokerage accounts with MLPF&S and whose shares are
included in the master account referred to in paragraph 1 of Exhibit
A (collectively, the "MLPF&S customers").
2. MLPF&S agrees that it will maintain and preserve all records as
required by law to be maintained and preserved in connection with
providing the services, and will
otherwise comply with all laws, rules and regulations applicable to
the services. Upon the request of The Shareholders Services Group,
MLPF&S shall provide copies of all the historical records relating
to transactions involving the AIM Funds and MLPF&S customers,
written communication regarding that Fund to or from such customers
and other materials, in each case as may reasonably be requested to
enable the Fund or its representatives, including without limitation
its auditors, investment advisor, The Shareholders Services Group or
successor transfer agent or distributor, to monitor and review the
Services, or to comply with any request of the board of directors,
trustees or general partners (collectively, the "Directors") of the
AIM Funds or of a governmental body, self-regulatory organization or
a shareholder. MLPF&S agrees that it will permit The Shareholders
Services Group and the AIM Funds or their representatives to have
reasonable access to its personnel and records in order to
facilitate the monitoring of the quality of the services. It is
understood that notwithstanding anything herein to the contrary,
neither FDS nor MLPF&S shall be required to provide the names and
addresses of MLPF&S customers to The Shareholder Services Group, the
AIM Funds or their representatives, unless applicable laws or
regulations otherwise require.
3. MLPF&S may contract with or establish relationships with FDS or
other parties for the provision of services or activities of MLPF&S
required by the Agreement.
4. Each of MLPF&S and FDS hereby agrees to notify promptly The
Shareholders Services Group if for any reason either of them is
unable to perform fully and promptly any of its obligations under
this Agreement.
5. Each of MLPF&S and FDS hereby represent that neither of them now
owns or holds with power to vote any shares of the AIM Funds which
are registered in the name of the MLPF&S or the name of its nominee
and which are maintained in MLPF&S brokerage accounts.
6. The provisions of the Agreement shall in no may limit the authority
of The Shareholders Services Group or any of the AIM Funds to take
such action as it may deem appropriate or advisable in connection
with all matters relating to the operations of such Fund and/or sale
of its shares.
7. In consideration of the performance of the Services by MLPF&S and
FDS, each of the Funds severally agrees to compensate FDS at the
rate of $11.00 annually per each MLPF&S customer account holding
shares of a Fund which shares were subject to an up-front sales load
or no sales load, and $14.00 annually per MLPF&S customer account
holding shares of a Fund that are subject to contingent deferred
sales charge ("CDSC"); provided, however, if all shares in an MLPF&S
customer account have been held for the requisite time period such
that the shares are no longer subject to a CDSC, then FDS will be
compensated at the rate of $11.00 annually for such MLPF&S customer
account. It is agreed by the parties hereto that these rates are
effective as of October 1, 1993. These rates are the current
standard rates for the services provided by FDS and MLPF&S
hereunder. Payment shall be made monthly based upon the number of
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shareholders of a Fund in a MLPF&S brokerage account for any part of
the subject month. This number shall be certified each year by
independent public accountants of MLPF&S as of a month selected by
The Shareholders Services Group, such certification to be at the
expense of MLPF&S. MLPF&S agrees that notwithstanding anything
herein to the contrary, it will not request any increase in its
compensation hereunder to be effective prior to September 30, 1996.
In the event MLPF&S or FDS as its agent were to mail any such Funds'
proxy materials, reports, prospectuses and other information to
shareholders of the AIM Funds who are Xxxxxxx Xxxxx customers
pursuant to paragraph 4 of Exhibit A, the AIM Funds agree to
reimburse MLPF&S or FDS, as the case may be, for postage, handling
fees and reasonable costs of supplies used by it in such mailings in
an amount to be determined in accordance with the rates set forth in
Rule 451.90 of the New York Stock Exchange, Inc.
8. FDS shall indemnify and hold harmless each of the AIM Funds and The
Shareholders Services Group from and against any and all losses or
liabilities that any one or more of them may incur, including
without limitation reasonable attorneys' fees, expenses and cost,
arising out of or related to the performance or non-performance of
MLPF&S or FDS of its responsibilities under this Agreement,
excluding, however, any such claims, suits, loss, damage or cost
caused by, materially contributed to or arising from any
non-compliance by The Shareholders Services Group or an AIM Fund
with its obligations under this Agreement, as to which The
Shareholders Services Group and each of the AIM Funds shall
indemnify, hold harmless and defend FDS and MLPF&S on the same basis
as set forth above.
9. This Agreement may be terminated at any time by each of The
Shareholder Services Group, MLPF&S and FDS or by any AIM Fund as to
itself or by The Shareholders Services Group as to itself, upon 30
days' written notice to FDS. This Agreement may also be terminated
as to any or all AIM Funds at any time without penalty upon 30 days
written notice to FDS that the agreement(s) between the AIM Fund(s)
and The Shareholders Services Group pertaining to the services
hereunder have been terminated. The provisions of paragraph 2 shall
continue in full force and effect after termination of this
Agreement. Notwithstanding the foregoing, this Agreement shall not
require MLPF&S to preserve any records relating to this Agreement
beyond the time periods otherwise required by the laws to which
MLPF&S is subject.
10. Any other AIM Fund for which The Shareholders Services Group serves
as transfer agent may become a party to this Agreement by giving
written notice to The Shareholder Services Group and MLPF&S or FDS
that it has elected to become a party hereto and by having this
Agreement executed on its behalf.
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11. Each of MLPF&S and FDS understand and agree that the obligation of
each AIM Fund under this Agreement is not binding upon any
shareholder of the Fund personally, but bind only each Fund and each
Fund's property; each of MLPF&S and FDS represents that it has
notice of the provisions of the Declaration of Trust, if applicable,
of each AIM Fund disclaiming shareholder liability for acts or
obligations of the Funds.
12. It is understood and agreed that in performing the services under
this Agreement, neither MLPF&S nor FDS shall be acting as an agent
for any AIM Fund.
13. This Agreement, including any Exhibits and Schedules attached
hereto, constitutes the entire agreement between the parties with
respect to the matters dealt with herein, and supercedes any
previous agreements and documents with respect to such matters.
IN WITNESS HEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
XXXXXXX LYNCH, PIERCE, FINANCIAL DATA SERVICES INC.
XXXXXX & XXXXX INC.
By: /s/ XXXXX X. XXXXX By: /s/ XXXXXX X. XXXX
-------------------------------- --------------------------------
Xxxxx X. Xxxxx Xxxxxx X. Xxxx
-------------------------------- --------------------------------
Print Name Print Name
Senior Vice President President
-------------------------------- --------------------------------
Title Title
THE SHAREHOLDERS SERVICES
GROUP, INC.
By:
--------------------------------
--------------------------------
Print Name
--------------------------------
Title
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SCHEDULE A
AIM CONVERTIBLE SECURITIES, INC. AIM FUNDS GROUP ON BEHALF OF ITS AIM
MONEY MARKET FUND(C), AIM GOVERNMENT
By: /s/ XXXXXX X. XXXXXX SECURITIES FUND, AIM INCOME FUND, AIM
---------------------------- INTERNATIONAL GROWTH FUND(C), AIM
MUNICIPAL BOND FUND, AIM HIGH YIELD
Xxxxxx X. Xxxxxx FUND(C), AIM UTILITIES FUND, AIM VALUE
---------------------------- FUND, AIM GROWTH FUND, AIM AGGRESSIVE
Print Name GROWTH FUND, AIM CASH FUND, AIM TAX-
EXEMPT CASH FUND, AIM TAX-EXEMPT BOND
Executive Vice President FUND OF CONNECTICUT, AIM TAX-EXEMPT
---------------------------- CASH FUND OF CONNECTICUT
Title
By: /s/ XXXXXX X. XXXXXX
----------------------------
AIM EQUITY FUNDS, INC. ON BEHALF OF THE Xxxxxx X. Xxxxxx
RETAIL CLASSES OF ITS AIM CHARTER FUND, ----------------------------
AIM CONSTELLATION FUND, AND XXXXXXXXXX Print Name
FUND
Executive Vice President
By: /s/ XXXXXX X. XXXXXX ----------------------------
---------------------------- Title
Xxxxxx X. Xxxxxx
----------------------------
Print Name AIM HIGH YIELD SECURITIES, INC.
Executive Vice President By: /s/ XXXXXX X. XXXXXX
---------------------------- ----------------------------
Title
Xxxxxx X. Xxxxxx
----------------------------
Print Name
Executive Vice President
----------------------------
Title
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XXXXX-XXXX XXXXXXXXXXX XX. XX
AIM INTERNATIONAL FUNDS, INC. ON BEHALF OF ITS AIM LIMITED MATURITY
BEHALF OF ITS AIM INTERNATIONAL TREASURY SHARES AND AIM MONEY
EQUITY FUND MARKET FUND
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXX
---------------------------- ----------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
---------------------------- ----------------------------
Print Name Print Name
Executive Vice President Executive Vice President
---------------------------- ----------------------------
Title Title
AIM INVESTMENT SECURITIES FUNDS,INC. TAX-FREE INVESTMENTS CO.
ON BEHALF OF ITS AIM ADJUSTABLE RATE ON BEHALF OF ITS AIM TAX-FREE
GOVERNMENT FUND INTERMEDIATE SHARES
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXX
---------------------------- ----------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
---------------------------- ----------------------------
Print Name Print Name
Executive Vice President Executive Vice President
---------------------------- ----------------------------
Title Title
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AIM VARIABLE INSURANCE FUNDS, INC. ON
BEHALF OF ITS AIM V.I. CAPITAL
APPRECIATION FUND, AIM V.I. DIVERSIFIED
INCOME FUND, AIM V.I. GOVERNMENT
SECURITIES FUND, AIM V.I. GROWTH FUND,
AIM V.I. INTERNATIONAL EQUITY FUND, AIM
V.I. MONEY MARKET FUND AND AIM V.I.
VALUE FUND
By: /s/ XXXXXX X. XXXXXX
----------------------------
Xxxxxx X. Xxxxxx
----------------------------
Print Name
Vice President
----------------------------
Title
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SCHEDULE B
AIM TAX-EXEMPT FUNDS, INC.
ON BEHALF OF ITS AIM TAX-EXEMPT
CASH FUND, AIM TAX-EXEMPT BOND AIM INTERNATIONAL FUNDS, INC. ON
FUND OF CONNECTICUT, AND AIM BEHALF OF ITS AIM INTERNATIONAL EQUITY
TAX-FREE INTERMEDIATE SHARES FUND
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXX
---------------------------- ----------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
---------------------------- ----------------------------
Print Name Print Name
Executive Vice President Executive Vice President
---------------------------- ----------------------------
Title Title
AIM EQUITY FUNDS, INC. ON BEHALF OF
AIM INVESTMENT SECURITIES FUNDS THE RETAIL CLASSES OF ITS AIM CHARTER
ON BEHALF OF ITS AIM ADJUSTABLE RATE FUND, AIM CONSTELLATION FUND, AIM
GOVERNMENT FUND AND AIM LIMITED XXXXXXXXXX FUND, AND AIM
MATURITY TREASURY SHARES AGGRESSIVE GROWTH FUND
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXX
---------------------------- ----------------------------
Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx
---------------------------- ----------------------------
Print Name Print Name
Executive Vice President Executive Vice President
---------------------------- ----------------------------
Title Title
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AIM FUNDS GROUP ON BEHALF OF ITS AIM
GROWTH FUND, AIM UTILITIES FUND, AIM
GOVERNMENT SECURITIES FUND, AIM INCOME
FUND, AIM MUNICIPAL BOND FUND, AIM HIGH
YIELD FUND, AIM MONEY MARKET FUND, AIM
VALUE FUND, AND AIM BALANCED FUND
By: /s/ XXXXXX X. XXXXXX
----------------------------
Xxxxxx X. Xxxxxx
----------------------------
Print Name
Executive Vice President
----------------------------
Title
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EXHIBIT A
Pursuant to the Agreement by and among the parties hereto, MLPF&S shall
perform the following services:
1. Maintain separate records for each shareholder of any of the AIM
Funds who holds shares of a Fund in a brokerage account with MLPF&S
("MLPF&S customers"), which records shall reflect shares purchased
and redeemed and share balances. MLPF&S shall maintain a single
master account with the transfer agent of the Fund on behalf of
MLPF&S customers and such account shall be in the name of MLPF&S or
its nominee as the record owner of the shares owned by such
customers.
2. Disburse or credit to MLPF&S customers all proceeds of redemptions
of shares of the AIM Funds and all dividends and other distributions
not reinvested in shares of the AIM Funds.
3. Prepare and transmit to MLPF&S customers periodic account statements
showing the total number of shares owned by the customer as of the
statement closing date, purchases and redemptions of AIM Funds
shares by the customers during the period covered by the statement
and the dividends and other distributions paid to the customer
during the statement period (whether paid in cash or reinvested in
Fund shares).
4. Transmit to MLPF&S customers proxy materials and reports and other
information received by MLPF&S from the AIM Funds and required to be
sent to shareholders under the federal securities laws, and, upon
request of the Fund's transfer agent transmit to MLPF&S customers
material fund communications deemed by the AIM Fund, through its
Board of Directors or other similar governing body, to be necessary
and proper for receipt by all fund beneficial shareholders.
5. Transmit to the AIM Fund's transfer agent purchase and redemption
orders on behalf of Xxxxxxx Xxxxx customers.
6. Provide to The Shareholders Services Group or the Funds, or any of
the agents designated by any of them, such periodic reports as The
Shareholders Services Group shall reasonably conclude is necessary
to enable The Shareholders Services Group, each AIM Fund and its
distributor to comply with State Blue Sky and other legal and
regulatory requirements.
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