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Exhibit 6(d)
SERVICE AGREEMENT FOR
CERTAIN RETIREMENT PLANS
(AIM INSTITUTIONAL FUNDS(R))
This Agreement is entered into as of the ____ of_____________________,
19_____, between __________________ (the "Plan Provider") and Fund Management
Company (the "Distributor")
RECITAL
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Plan Provider acts as [trustee/servicing agents], for defined
contribution plans [or other comparable retirement plans], Plan Provider
invests and reinvests the Plans assets as specified by an investment adviser,
sponsor or administrative committee of the Plan (a "Plan Representative")
generally upon the direction of Plan beneficiaries ("Participants").
Plan Provider and Distributor desire to facilitate the purchase and
redemption of shares (the "Shares") of the funds listed on Exhibit A hereto
(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.
AGREEMENT
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1. Pricing Information
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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 4:15 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 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 [5:00 p.m. - 6:00 p.m.] Central
Time on the same Business Day.
2. Orders and Settlement
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Plan Provider will calculate order allocations among designated
investment media and transmit to Distributor orders to purchase or
redeem Shares for specified Accounts. Plan Provider agrees that
orders for net purchases or net redemptions of Shares derived from
instructions received in proper form by Plan Provider from Plan
Representatives prior to the Close of Trading on any given Business
Day will be processed that same evening and transmitted to Distributor
or its designee by [9:00 a.m. - 10:00 a.m.] Central Time on the
following Business Day. Plan Provider agrees that payment for net
purchases of Shares attributable to all orders executed for the
Accounts on a given Business Day will be wired by Plan Provider or its
designee no later than [2:00 p.m. - closing of fed. wire] Central Time
to a custodial account designated by Distributor. Distributor agrees
that payment for net redemptions of Shares attributable to all orders
executed for the Accounts on a given
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Business Day will be wired by Distributor on the next Business Day
after such redemption orders are transmitted to Distributor or its
designee no later than [the close of business on the next Business
Day] [the close of business on the day after the next Business Day] to
an account designated by Plan Provider.
Subject to Plan Provider's compliance with the foregoing, Plan
Provider will be considered agent for the Funds and the Business Day
on which instructions are received in proper form by Plan Provider
from Participants or Plan Representatives by the Close of Trading will
be the date as of which Shares will be purchased and redeemed as a
result of such instructions. Plan Provider will time and date stamp
instructions received from Participants or Plan Representatives [or
Plan Provider will create and maintain comparable electronic form of
such instructions] and will make such instructions and other records
relating to the Services performed hereunder available for audit by
Distributor's auditors upon request. Instructions received in proper
form by Plan Provider from Participants or Plan Representatives after
the Close of Trading on any given Business Day shall be treated as if
received on the next following Business Day. Dividends and capital
gains distributions will be automatically reinvested on payable date
at net asset value in accordance with each Fund's then current
prospectus.
[3. Price Errors
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(a) In the event adjustments are required to correct any error in
the computation of the net asset value of Shares, the
Distributor shall notify the Plan Provider as soon as
practicable after discovering the need for those adjustments
which result in a reimbursement to an Account in accordance
with such Fund's then current policies on reimbursement.
Notification may be made orally or in writing. Such
notification must state for each day for which an error
occurred the incorrect price, the correct price, and, to the
extent communicated to the Fund's shareholders, the reason for
the price change.
(b) If an Account received amounts in excess of the amounts to
which it otherwise would have been entitled prior to an
adjustment for an error, Plan Provider, when requested by the
Distributor, will use reasonable efforts to collect such
excess amounts from the Plan.
(c) If an adjustment is to be made in accordance with subsection
3(a) above to correct an error which has caused an Account to
receive an amount less than that to which it is entitled, the
Distributor or its affiliates shall make all necessary
adjustments (within the parameters specified in subsection
3(a)) to the number of Shares owned in the Account and
distribute to the Plan Provider the amount of such
underpayment for credit to the Plans.]
[4.] Participant Recordkeeping
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Recordkeeping and other services to Plan Participants shall be the
responsibility of the recordkeeper for the Plans and shall not be the
responsibility of the Distributor or its transfer agent. Distributor
will recognize each Plan as a single shareholder and as an unallocated
account in the Funds, and will not maintain separate accounts for Plan
participants.
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[5.] Account Information
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Distributor 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, [monthly] statements
detailing activity in each Account within fifteen Business Days after
the end of each [month], and (c) such other reports as may be
reasonably requested by Plan Provider.
[6.] Maintenance of Records
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Each party shall maintain and preserve all records as required by law
to be maintained and preserved in connection with providing the
Services and in making Shares available to the Plans. Upon the
request of Distributor, the Plan Provider shall provide copies of all
records relating to the Funds as may reasonably be requested to enable
the Funds or their representatives to comply with any request of a
governmental body or self-regulatory organization.
[7.] Compliance with Laws
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At all times Plan Provider shall comply with all laws, rules and
regulations applicable to it by virtue of entering into this
Agreement, including but not limited to those applicable to a transfer
agent under the Federal securities laws[, including, without
limitation, all prospectus delivery requirements]. The parties agree
that Plan Provider may satisfy prospectus delivery requirements by
sub-contracting with Plan Representatives. At all times, Distributor
and the Funds shall comply with all laws, rules and regulations
applicable to them by virtue of entering into this Agreement. [The
Plan Provider and Plan Representatives, and not the Distributor shall
take such action as may be necessary so that the transactions
contemplated by this Service 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.]
[8.] Representations with Respect to the Distributor and the Funds
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Plan Provider and its agents shall not make representations concerning
a Fund or Shares except 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 Corporation and Morningstar,]
and in current sales literature created by Plan Provider and submitted
to and approved in writing by Distributor prior to its use.
[9.] Expenses
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(a) Each party shall bear all expenses incidental to the
performance of its obligations under this Agreement.
(b) Each Fund shall pay the cost of registration of its shares
with the Securities and Exchange Commission and in states
where required. Each Fund shall distribute or cause to be
distributed to Plan Provider its proxy material, periodic Fund
reports to
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shareholders and other material as such Fund may require to be sent to
shareholders. The cost of preparing and printing this material shall
be paid by the applicable Fund or Distributor, and the cost of
distributing such items shall be borne by Plan Provider or the Plan(s)
Representatives.
[10.] Relationship of Parties
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Except to the extent provided in Section 2, it is understood and
agreed that all Services performed hereunder by Plan Provider shall be
as an independent contractor and not as an employee or agent of
Distributor or any of the Funds, and none of the parties shall hold
itself out as an agent of any other party with the authority to bind
such party.
[11.] Use of Names
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[Except as otherwise expressly provided for in this Agreement, Plan
Provider shall not use, nor shall it allow its employees or agents to
use, the name or logo of Distributor or the Funds, any affiliate of
Distributor, or any products or services sponsored, managed, advised,
administered, or distributed by Distributor or any of its affiliates,
for advertising, trade, or other commercial or noncommercial purposes
without the express prior written consent of Distributor. Except as
otherwise expressly provided for in this Agreement, neither
Distributor nor the Funds shall allow its employees or agents to use
the name or logo of Plan Provider, any affiliate of Plan Provider, or
any products or services sponsored or offered by Plan Provider or any
of its affiliates, for advertising, trade, or other commercial or
noncommercial purposes without the express prior written consent of
Plan Provider.]
[We 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 or their availability at net asset
value. For purposes of this provision, the public does not include
our representatives who are actively engaged in promoting this
product. Any brochure or other communication to the public that
mentions the Funds shall be submitted to the compliance officer of
Distributor, or its affiliates, for his written approval prior to our
use. We shall provide copies to Distributor's or its affiliates'
compliance officer of any of our regulatory filings that include any
reference to A I M Management Group Inc. or its subsidiaries or the
Funds. If we should make unauthorized references or representations,
we agree 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.]
[12.] Termination
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(a) This Agreement may be terminated with respect to any Fund at
any time without payment of 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 the Fund's distribution agreement
with the Distributor.
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[(b) Either party may terminate this Agreement upon sixty (60)
days' prior written notice to the other party.]
[(c) Each party may terminate this Agreement on 90 days' written
notice to the other party; provided, however, that (i) any
such termination shall not affect a Fund's obligation to
maintain accounts in the names of the Plans which selected
such Fund as an investment option and (ii) after termination
by the Funds, no fee shall be due with respect to any shares
of the Funds that are purchased and held by the Plans after
the date of termination, except that the Funds shall be
obligated to continue to pay Plan Provider fees, if any, as
set forth in Exhibit A to this Agreement as to shares of the
Funds held by the Plans as of the date of termination for so
long as such shares continue to be held by the Plans and Plan
Provider continues to provide services to such Plans as
contemplated by this Agreement. This Agreement shall remain
in effect to the extent necessary for each party to perform
its obligations with respect to shares of the Funds for which
a fee, if any, continues to be due subsequent to such
termination. [It is understood that if a Plan states in
writing that Plan Provider may no longer perform the services
contemplated by this Agreement, then this Agreement shall
terminate with respect to such Plan 60 days after receipt of
such notice by Plan Provider.]]
[13.] Indemnification
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(a) Plan Provider agrees to indemnify and hold harmless the
Distributor, its affiliates, the Funds, the Funds' investment
advisers, 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
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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 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.]
[14.] Notice
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Each notice required by this Agreement shall be given in writing and
delivered personally or mailed by certified mail or courier service to
the other party at the following address or such other address as each
party may give notice to the other.
If to Plan Provider, to:
[Insert Address]
If to Distributor or any Fund, to:
X. Xxxxxx Xxxxxxx, President
Fund Management Company
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
with a copy to the General Counsel of Distributor.
[15.] Governing Law
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This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Texas [or other applicable state
law] applicable to agreements fully executed and to be performed
therein.
[16.] Additional Representations, Warranties and Covenants
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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. Plan Provider further represents, warrants, and covenants
that:
(a) 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;
(b) [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 exempt from such registration;]
(c) the arrangements provided for in this Agreement will be
disclosed to the Plan Representatives;
[(d) 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 exempt from such registration.]
[(e) this Agreement, when executed and delivered, shall constitute
the valid, legal and binding obligation of Plan Provider,
enforceable in accordance with its terms;]
Distributor further represents, warrants and covenants, that:
(a) 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;
(b) it is registered as a broker-dealer under the 1934
Act and any applicable state securities laws;
(c) the Funds' advisor(s) are registered as an investment
adviser under the Investment Advisers Act of 1940,
the Funds are registered as investment companies
under the Investment Company Act of 1940 and Fund
Shares are registered under the Securities Act of
1933;
[(d) this Agreement, when executed and delivered, shall
constitute the valid, legal and binding obligation of
Distributor, enforceable in accordance with its
terms;]
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[(e) the Funds conduct business on all days on which the
New York Stock Exchange is open for business;]
[(f) the Plans may place instructions on each and every
Business Day, without regard to the number or market
value of transactions placed in any prior time
periods;]
[(g) the registration statement and prospectus for each
Fund comply in all material respects with federal and
state securities laws;]
[(h) in the event a Fund or Funds is selected by a Plan as
an investment option for such Plan's assets,
Distributor shall cooperate with such Plan and with
Plan provider to establish in a timely and orderly
manner such investment relationship.]
[17.] Complete Agreement
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This Agreement contains the full and complete understanding of the
parties and supersedes all prior representations, promises,
statements, arrangements, agreements, warranties and understandings
between the parties with respect to the subject matter hereof, whether
oral or written, express or implied.
[18.] Modification
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This Agreement may be modified or amended, and the terms of this
Agreement may be waived, only by a writing signed by each of the
parties.
[19.] Counterparts
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This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.
[20.] Assignment
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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.
[21.] Survival
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The provisions of Sections [6, 11, and 13] shall survive termination
of this Agreement.
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[22.] Non-Exclusivity
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Each of the parties acknowledges and agrees that this Agreement and
the arrangement described herein are intended to be non-exclusive and
that each of the parties is free to enter into similar agreements and
arrangements with other entities.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by
their duly authorized officers as of this _____ day of ______________________,
19_____.
[PLAN PROVIDER]
By:
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Print Name:
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Title:
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FUND MANAGEMENT COMPANY
By:
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Print Name:
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Title:
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EXHIBIT A
[List Applicable Funds]
[Distributor or its affiliates will, on behalf of the Fund(s), pay a
sub-transfer agency fee to Plan Provider in the amount of [$.01 - $10.00] per
subaccount per year, payable within 30 days following the end of each calendar
quarter. Plan Provider will provide to Distributor the number of subaccounts
subject to the sub-transfer agency fee within [5 - 10] business days after the
end of each calendar quarter.]
