TRANSFER AGENCY AND SERVICE AGREEMENT
AMONG
AIM CORE ALLOCATION PORTFOLIO SERIES,
AIM INVESTMENT SERVICES, INC.,
AND
A I M ADVISORS, INC.
TABLE OF CONTENTS
PAGE
----
ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT............ 1
ARTICLE 2 FEES AND EXPENSES............................................. 3
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT.......... 3
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND.................... 3
ARTICLE 5 INDEMNIFICATION............................................... 4
ARTICLE 6 COVENANTS OF THE FUND AND THE TRANSFER AGENT.................. 5
ARTICLE 7 TERMINATION OF AGREEMENT...................................... 6
ARTICLE 8 ADDITIONAL FUNDS.............................................. 6
ARTICLE 9 LIMITATION OF SHAREHOLDER LIABILITY........................... 6
ARTICLE 10 ASSIGNMENT.................................................... 7
ARTICLE 11 AMENDMENT..................................................... 7
ARTICLE 12 TEXAS LAW TO APPLY............................................ 7
ARTICLE 13 MERGER OF AGREEMENT........................................... 7
ARTICLE 14 COUNTERPARTS.................................................. 7
TRANSFER AGENCY AND SERVICE AGREEMENT
THIS TRANSFER AGENCY AND SERVICE AGREEMENT made as of the 30th day of
December, 2005, by and among AIM Core Allocation Portfolio Series, a Delaware
statutory trust, having its principal office and place of business at 00
Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (the "Fund"), AIM Investment
Services, Inc., a Delaware corporation having its principal office and place of
business at 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (the "Transfer
Agent"), and A I M Advisors, Inc., a Delaware corporation having its principal
office and place of business at 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000 (the "Advisor").
WHEREAS, the Transfer Agent is registered as such with the Securities
and Exchange Commission (the "SEC"); and
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund on behalf of each of the portfolios thereof (the
"Portfolios") desires to appoint the Transfer Agent as its transfer agent, and
agent in connection with certain other activities, with respect to the
Portfolios, and the Transfer Agent desires to accept such appointment; and
WHEREAS, the Advisor has entered into a management agreement with the
Fund under which the Advisor has agreed to perform or oversee the performance of
all services necessary to operate the Fund, including transfer agency services,
and has agreed that the compensation for such services shall be the
responsibility of the Advisor;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE 1
TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT
1.01 Subject to the terms and conditions set forth in this Agreement,
the Fund hereby employs and appoints the Transfer Agent to act as, and the
Transfer Agent agrees to act as, its transfer agent for the authorized and
issued shares of beneficial interest of the Fund representing interests in each
of the respective Portfolios ("Shares"), dividend disbursing agent, and agent in
connection with any accumulation or similar plans provided to shareholders of
each of the Portfolios (the "Shareholders"), including without limitation any
periodic investment plan or periodic withdrawal program, as provided in the
currently effective prospectus and statement of additional information (the
"Prospectus") of the Fund on behalf of the Portfolios.
1.02 The Transfer Agent agrees that it will perform the following
services:
(a) The Transfer Agent shall, in accordance with procedures
established from time to time by agreement between the Fund on behalf of each of
the Portfolios, as applicable, and the Transfer Agent:
(i) receive for acceptance, orders for the purchase of Shares,
and promptly deliver payment and appropriate documentation
thereof to the Custodian of the Fund authorized pursuant to
the Agreement and Declaration of Trust and By-Laws of the
Fund (the "Custodian");
(ii) pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
account;
(iii) receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof
to the Custodian;
(iv) at the appropriate time as and when it receives monies paid
to it by the Custodian with respect to any redemption, pay
over or cause to be paid over in the appropriate manner such
monies as instructed by the Fund;
(v) effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(vi) prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of the Shares;
(vii) maintain records of account for and advise the Fund and its
Shareholders as to the foregoing; and
(viii) record the issuance of Shares of the Fund and maintain
pursuant to SEC Rule 17Ad-1O(e) a record of the total number
of Shares which are authorized, based upon data provided to
it by the Fund, and issued and outstanding.
The Transfer Agent shall also provide the Fund on a regular basis with
the total number of Shares which are authorized and issued and outstanding and
shall have no obligation, when recording the issuance of Shares, to monitor the
issuance of such Shares or to take cognizance of any laws relating to the issue
or sale of such Shares, which function shall be the sole responsibility of the
Fund.
(b) In addition to the services set forth in the above paragraph (a),
the Transfer Agent shall: perform the customary services of a transfer agent,
including but not limited to maintaining all Shareholder accounts, mailing
Shareholder reports and prospectuses to current Shareholders, preparing and
mailing confirmation forms, and statements of accounts to Shareholders for all
purchases and redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information.
(c) Procedures as to who shall provide certain of these services in
Article 1 may be established from time to time by agreement between the Fund on
behalf of each Portfolio and the Transfer Agent. The Transfer Agent may at times
perform only a portion of these services and the other agents of the Fund may
perform these services on the Fund's behalf.
2
ARTICLE 2
FEES AND EXPENSES
2.01 As compensation for services rendered by Transfer Agent during
the term of this Agreement, the Advisor will pay to Transfer Agent the fee or
fees set forth on Schedule A and reimburse the Transfer Agent for out-of-pocket
expenses or advances incurred by the Transfer Agent for the items set forth on
Schedule A. In addition, any other expenses incurred by the Fund on behalf of
the applicable Portfolios will be reimbursed by the Advisor.
2.02 The Transfer Agent may from time to time enter into certain
omnibus account service and networking agreements whereby a broker/dealer or
third party agrees to provide individual shareholder and/or record keeping
services with respect to investments in the Portfolios that would otherwise be
required to be provided by the Transfer Agent hereunder. All fees payable under
the omnibus account service and networking agreements shall be an obligation of
the Transfer Agent and not the Portfolios or the Advisor (with the exception of
out-of-pocket expenses and advances specifically identified on Schedule A).
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT
The Transfer Agent represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and in good
standing under the laws of the state of Delaware.
3.02 It is duly qualified to carry on its business in Delaware and in
Texas.
3.03 It is empowered under applicable laws and by its Charter and
By-Laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to authorize
it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
3.06 It is registered as a Transfer Agent as required by the federal
securities laws.
3.07 This Agreement is a legal, valid and binding obligation to it.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Transfer Agent that:
4.01 It is a statutory trust duly organized and existing and in good
standing under the laws of Delaware.
3
4.02 It is empowered under applicable laws and by its Agreement and
Declaration of Trust and By-Laws to enter into and perform this Agreement.
4.03 All proceedings required by said Agreement and Declaration of
Trust and By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.04 It is an open end management investment company registered under
the Investment Company Act of 1940, as amended.
4.05 A registration statement under the Securities Act of 1933, as
amended on behalf of each of the Portfolios is currently effective and will
remain effective, with respect to all Shares of the Fund being offered for sale.
ARTICLE 5
INDEMNIFICATION
5.01 The Transfer Agent shall not be responsible for, and the Advisor
shall on behalf of the applicable Portfolio, indemnify and hold the Transfer
Agent harmless from and against, any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or attributable
to:
(a) all actions of the Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful misconduct;
(b) the Fund's lack of good faith, negligence or willful misconduct
which arise out of the breach of any representation or warranty of the Fund
hereunder;
(c) the reliance on or use by the Transfer Agent or its agents or
subcontractors of information, records and documents or services which (i) are
received or relied upon by the Transfer Agent or its agents or subcontractors
and/or furnished to it or performed by on behalf of the Fund, and (ii) have been
prepared, maintained and/or performed by the Fund or any other person or firm on
behalf of the Fund; provided such actions are taken in good faith and without
negligence or willful misconduct;
(d) the reliance on, or the carrying out by the Transfer Agent or its
agents or subcontractors of any instructions or requests of the Fund on behalf
of the applicable Portfolio; provided such actions are taken in good faith and
without negligence or willful misconduct; or
(e) the offer or sale of Shares in violation of any requirement under
the federal securities laws or regulations or the securities laws or regulations
of any state that such Shares be registered in such state or in violation of any
stop order or other determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such state.
5.02 The Transfer Agent shall indemnify and hold the Advisor and the
Fund harmless from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or attributable to
any action or failure or omission to act by the Transfer Agent as result of the
Transfer Agent's lack of good faith, negligence or willful misconduct.
4
5.03 At any time the Transfer Agent may apply to any officer of the
Fund for instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the Transfer
Agent under this Agreement, and the Transfer Agent and its agents or
subcontractors shall not be liable to and shall be indemnified by the Fund on
behalf of the applicable Portfolio for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. The
Transfer Agent shall be protected and indemnified in acting upon any paper or
document furnished by or on behalf of the Fund, reasonably believed to be
genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided to the Transfer
Agent or its agents or subcontractors by machine readable input, telex, CRT data
entry or other similar means authorized by the Fund, and shall not be held to
have notice of any change of authority of any person, until receipt of written
notice thereof from the Fund.
5.04 In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
5.05 Neither party to this Agreement shall be liable to the other
party for consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
5.06 In order that the indemnification provisions contained in this
Article 5 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
ARTICLE 6
COVENANTS OF THE FUND AND THE TRANSFER AGENT
6.01 The Fund shall, upon request, on behalf of each of the Portfolios
promptly furnish to the Transfer Agent the following:
(a) a certified copy of the resolution of the Board of Trustees of the
Fund authorizing the appointment of the Transfer Agent and the execution and
delivery of this Agreement; and
(b) a copy of the Agreement and Declaration of Trust and By-Laws of
the Fund and all amendments thereto.
6.02 The Transfer Agent shall keep records relating to the services to
be performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Transfer Agent agrees that all such records
prepared or maintained by the Transfer Agent
5
relating to the services to be performed by the Transfer Agent hereunder are the
property of the Fund and will be preserved, maintained and made available in
accordance with such Section and Rules, and will be surrendered promptly to the
Fund on and in accordance with its request.
6.03 The Transfer Agent and the Fund agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.
6.04 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Transfer Agent will endeavor to notify the
Fund and to secure instructions from an authorized officer of the Fund as to
such inspection. The Transfer Agent reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.
ARTICLE 7
TERMINATION OF AGREEMENT
7.01 This Agreement may be terminated by either party upon sixty (60)
days written notice to the other.
7.02 Should the Fund exercise its right to terminate this Agreement,
all out-of-pocket expenses associated with the movement of records and material
will be borne by the Fund on behalf of the applicable Portfolios unless the
Advisor otherwise agrees to reimburse the Transfer Agent for such expenses.
ARTICLE 8
ADDITIONAL FUNDS
8.01 In the event that the Fund establishes one or more series of
Shares in addition to the Portfolios with respect to which it desires to have
the Transfer Agent render services as transfer agent under the terms hereof, it
shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees
in writing to provide such services, such series of Shares shall become a
Portfolio hereunder.
ARTICLE 9
LIMITATION OF SHAREHOLDER LIABILITY
9.01 Notice is hereby given that this Agreement is being executed by
the Fund by a duly authorized officer thereof acting as such and not
individually. The obligations of this Agreement are not binding upon any of the
trustees, officers, shareholders or the investment advisor of the Fund
individually but are binding only upon the assets and property belonging to the
Fund, on its own behalf or on behalf of a Portfolio, for the benefit of which
the trustees or directors have caused this Agreement to be executed.
6
ARTICLE 10
ASSIGNMENT
10.01 Except as provided in Section 10.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by either
party without the written consent of the other party.
10.02 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
10.03 The Transfer Agent may, without further consent on the part of
the Fund, subcontract for the performance hereof with any entity which is duly
registered as a transfer agent pursuant to Section 17A(c)(1) of the Securities
Exchange Act of 1934 as amended ("Section 17A(c)(1)"); provided, however, that
the Transfer Agent shall be as fully responsible to the Fund for the acts and
omissions of any subcontractor as it is for its own acts and omissions.
ARTICLE 11
AMENDMENT
11.01 This Agreement may be amended or modified by a written agreement
executed by all parties and authorized or approved by a resolution of the Board
of Trustees of the Fund.
ARTICLE 12
TEXAS LAW TO APPLY
12.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Texas.
ARTICLE 13
MERGER OF AGREEMENT
13.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
ARTICLE 14
COUNTERPARTS
14.01 This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
AIM CORE ALLOCATION PORTFOLIO SERIES
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Xxxxxx X. Xxxxxx
President
ATTEST:
/s/ Xxx Xxxxxxxx
-------------------------------------
Assistant Secretary
AIM INVESTMENT SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
------------------------------------
Xxxxxxx X. Xxxxxx, Xx.
President
ATTEST:
/s/ Xxx Xxxxxxxx
-------------------------------------
Assistant Secretary
A I M ADVISORS, INC.
By: /s/ Xxxx X. Xxxxxxxxxx
------------------------------------
Xxxx X. Xxxxxxxxxx
President
ATTEST:
/s/ Xxx Xxxxxxxx
-------------------------------------
Assistant Secretary
8
SCHEDULE A
FEES
For performance by the Transfer Agent pursuant to the Agreement, the
Advisor agrees on behalf of the shares of each Portfolio to pay the Transfer
Agent a fee equal to $2.00 per trade executed, to be billed monthly in arrears.
INVESTMENT CREDITS
The total fees due to the Transfer Agent from all funds affiliated
with the Fund shall be reduced by an amount equal to the investment income
earned by the Transfer Agent, if any, on the balances of the disbursement
accounts for those funds. Such credits shall be allocated to the shares of a
Portfolio based upon the number of accounts.
OUT-OF-POCKET EXPENSES
The Advisor shall reimburse the Transfer Agent monthly for applicable
out-of-pocket expenses relating to the procurement of the following goods and
services, as they relate to the performance of the Transfer Agent's obligations
under the Agreement, including, but not limited to:
- Remote access, license and usage charges paid by the Transfer Agent
for use of shareholder record keeping and related systems provided by
DST Systems, Inc., and used by the Transfer Agent to service
shareholder accounts, including but not limited to:
- TA2000(R), the record keeping system on which records related to most
shareholder accounts will be maintained;
- TRAC2000(R), the record keeping system on which records related to
shareholder accounts held by and through employer-sponsored retirement
plans are maintained;
- Automated Work Distributor(TM), a document imaging, storage and
distribution system;
- Financial Access Network, a computer system and related software
applications which will provide the necessary interfaces to allow
customers to access account information residing on the TA2000 and
TRAC2000 systems through xxxxxxxxxxxxxx.xxx; and
- PowerSelect(TM), a reporting database that Transfer Agent can query to
produce reports derived from shareholder account data residing on the
TA2000 and TRAC2000 systems.
- Client specific system enhancements.
- Computer terminals, communication lines, printers and other equipment
and any expenses incurred in connection with such terminals and lines.
- Magnetic media tapes and related freight.
- Microfiche, microfilm and electronic image scanning equipment,
production and storage costs.
- Telephone and telecommunication costs, including all lease,
maintenance and line costs.
- Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third party record keeping vendors.
9
- Duplicating services.
- Courier services.
- Ad hoc reports.
- Programming costs, system access and usage fees, electronic
presentment service fees, data and document delivery fees, and other
related fees and costs paid by the Transfer Agent to Fiserv Solutions,
Inc., which relate to the printing and delivery of the following
documents to shareholders and to each shareholder's broker of record:
- Investment confirmations;
- Periodic account statements;
- Tax forms; and
- Redemption checks.
- Printing costs, including, without limitation, the costs associated
with printing certificates, envelopes, checks, stationery,
confirmations and statements.
- Postage (bulk, pre-sort, ZIP+4, bar coding, first class).
- Shipping, certified and overnight mail and insurance.
- Certificate insurance.
- Banking charges, including without limitation, incoming and outgoing
wire charges.
- Check writing fees.
- Federal Reserve charges for check clearance.
- Rendering fees.
- Third party audit reviews.
- Due diligence mailings.
- Shareholder information and education mailings, including, but not
limited to, periodic shareholder newsletters and tax guides.
- Such other miscellaneous expenses reasonably incurred by the Transfer
Agent in performing its duties and responsibilities.
The Advisor agrees that postage and mailing expenses will be paid on
the day of or prior to mailing. In addition, the Advisor will promptly reimburse
the Transfer Agent for any other unscheduled expenses incurred by the Transfer
Agent whenever the Fund and the Transfer Agent mutually agree that such expenses
are not otherwise properly borne by the Transfer Agent as part of its duties and
obligations under the Agreement.
Out-of-pocket expenses incurred by the Transfer Agent hereunder shall
first be allocated among the series portfolios of the AIM Funds based upon the
number of open accounts holding shares in such portfolios. Such out-of-pocket
expenses that have been allocated to a Portfolio shall be allocated to the
shares of the Portfolio, if any, of such Portfolio based upon the number of
accounts holding shares. The remaining amount of the Portfolio's fiscal
year-to-date out-of-pocket expenses shall be further allocated among accounts
holding Class X, X0, X, X, X, X, X,
00
AIM Cash Reserve and Investor Class Shares, as applicable, on the basis of
fiscal year-to-date average net assets.
DEFINITIONS
As used in this Fee Schedule, "AIM Funds" shall mean all investment
companies and their series portfolios, if any, comprising, from time to time,
The AIM Family of Funds(R).
11
