AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
AIM VARIABLE INSURANCE FUNDS
AND
AIM INVESTMENT SERVICES, INC.
TABLE OF CONTENTS
PAGE
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ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT 3
ARTICLE 2 FEES AND EXPENSES 5
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT 5
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND 6
ARTICLE 5 INDEMNIFICATION 6
ARTICLE 6 COVENANTS OF THE FUND AND THE TRANSFER AGENT 7
ARTICLE 7 TERMINATION OF AGREEMENT 8
ARTICLE 8 ADDITIONAL FUNDS 8
ARTICLE 9 LIMITATION OF SHAREHOLDER LIABILITY 8
ARTICLE 10 ASSIGNMENT 9
ARTICLE 11 AMENDMENT 9
ARTICLE 12 TEXAS LAW TO APPLY 9
ARTICLE 13 MERGER OF AGREEMENT 10
ARTICLE 14 COUNTERPARTS 10
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AMENDED AND RESTATED
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 1st day of July, 2006, by and between AIM VARIABLE
INSURANCE FUNDS, a Delaware business trust, having its principal office and
place of business at 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (the
"Fund"), and 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").
WHEREAS, the Transfer Agent is registered as such with the Securities and
Exchange Commission (the "SEC"); and
WHEREAS, the Fund is authorized to issue separate series and classes, with
each such series representing interests in a separate portfolio of securities
and other assets and each such class having different distribution arrangements;
and
WHEREAS, the Fund on behalf of all its authorized and issued shares of
beneficial interest representing interests of the Fund ("Shares") desires to
appoint the Transfer Agent as its transfer agent, and agent in connection with
certain other activities, with respect to the Shares, and the Transfer Agent
desires to accept such appointment;
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 Shares, dividend disbursing
agent, and paying agent in connection with any accumulation or similar plans
provided to shareholders of the Shares (the "Shareholders"), as provided in the
currently effective prospectus and statement of additional information (the
"Prospectus") of the Fund, on behalf of the Shares.
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 the Shares, 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 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;
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(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-10(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: (i) 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 the Shares and the Transfer Agent. The Transfer Agent may at times perform
only a portion of these services and the Fund or its agent may perform these
services on the Fund's behalf.
1.03 Pursuant to procedures established from time to time by agreement
between the Fund and the Transfer Agent, the Transfer Agent may, as agent and
acting on behalf of the Fund, enter into certain sub-transfer agency, omnibus
account service, and sub-accounting agreements (collectively, "third-party
servicing arrangements") whereby an intermediary 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, provided that such intermediary has entered or will concurrently
enter into an Intermediary Agreement Regarding Compliance with SEC Rule 22c-2 in
substantially the form approved by the Fund. Such third-party servicing
arrangements may, but are not required to, further provide that such
intermediaries may designate sub-agents for purposes of receiving orders for the
purchase and redemption of Shares, provided that an intermediary appointing such
a sub-agent remains contractually responsible for the receipt and processing of
orders received by such sub-agent. The Fund, or the Transfer Agent as agent for
and on behalf of the Fund, shall maintain copies of all written agreements
evidencing third-party servicing arrangements that are
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in effect, or that were in effect at any time during the past six years, in an
easily accessible place.
ARTICLE 2
FEES AND EXPENSES
2.01 For performance by the Transfer Agent pursuant to this Agreement, the
Fund agrees on behalf of the Shares to pay the Transfer Agent fees as set out in
the initial Schedule A attached hereto. Such fees and out-of-pocket expenses and
advances identified under Section 2.02 below may be changed from time to time
subject to mutual written agreement between the Fund and the Transfer Agent.
2.02 In addition to the fee paid under Section 2.01 above, the Fund agrees
to reimburse the Transfer Agent for out-of-pocket expenses or advances incurred
by the Transfer Agent for the items set out in Schedule A attached hereto. In
addition, any other expenses incurred by the Transfer Agent at the request or
with the consent of the Fund, will be reimbursed by the Fund on behalf of the
applicable Shares.
2.03 The Fund agrees on behalf of the Shares to pay all fees and
reimbursable expenses following the mailing of the respective billing notice.
Postage for mailing of dividends, proxies, Fund reports and other mailings to
all Shareholder accounts shall be advanced to the Transfer Agent by the Fund at
least seven (7) days prior to the mailing date of such materials.
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 Certificate of
Incorporation 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.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Transfer Agent that:
4.01 It is a business trust duly organized and existing and in good
standing under the laws of the state of Delaware.
4.02 It is empowered under applicable laws and by its Agreement and
Declaration of Trust and Bylaws to enter into and perform this Agreement.
4.03 All proceedings required by said Agreement and Declaration of Trust
and Bylaws have been taken to authorize it to enter into and perform this
Agreement.
4.04 It is an open-end, diversified 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 the Shares 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 Fund shall on
behalf of the Shares, 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 Shares; 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
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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 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.
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
Shares 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 the Shares 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
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(b) a copy of the Agreement and Declaration of Trust and Bylaws 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 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 Shares. Additionally, the Transfer Agent
reserves the right to charge for any other reasonable expenses associated with
such termination and/or a charge equivalent to the average of three (3) months'
fees.
ARTICLE 8
ADDITIONAL FUNDS
8.01 In the event that the Fund establishes one or more series of shares in
addition to the Shares 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
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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
officers have caused this Agreement to be executed.
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 both 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.
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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.
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.
ATTEST: AIM VARIABLE INSURANCE FUNDS
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------------- ------------------------------------
Assistant Secretary President
ATTEST: AIM INVESTMENT SERVICES, INC.
/s/ Xxx Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxx, Xx.
------------------------------------- ------------------------------------
Assistant Secretary President
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SCHEDULE A
1. TRANSACTION FEES
For performance by the Transfer Agent pursuant to this Agreement, the Fund
agrees on behalf of the Shares to pay the Transfer Agent a fee equal to:
$2.00 per trade, to be billed monthly in arrears.
2. OUT-OF-POCKET EXPENSES
The Fund 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
set forth in Article I of the Agreement, including, but not limited to:
(a) 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:
(i) TA2000(R), the record keeping system on which records related to
most Shareholder accounts will be maintained;
(ii) TRAC2000(R), the record keeping system on which records related
to Shareholder accounts held by and through employer-sponsored
retirement plans are maintained;
(iii) Automated Work Distributor(TM), a document imaging, storage and
distribution system;
(iv) 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;
(v) PowerSelect(TM), a reporting database that the Transfer Agent can
query to produce reports derived from Shareholder account data
residing on the TA2000 and TRAC2000 systems; and
(vi) Client specific system enhancements.
(b) Computer and data processing and storage equipment, communication
lines and equipment, printers and other equipment used in connection
with the provision of services hereunder, and any expenses incurred in
connection with the installation and use of such equipment and lines.
(c) Microfiche, microfilm and electronic image scanning equipment.
(d) Electronic data and image storage media and related storage costs.
(e) Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third party record keeping vendors.
(f) Telephone and telecommunication costs, including all lease,
maintenance and line costs.
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(g) Programming costs, system access and usage fees, electronic
presentment service fees, data and document delivery fees, and other
related fees and costs which relate to the printing and delivery of
the following documents to Shareholders and to each Shareholder's
broker of record:
(i) Investment confirmations;
(ii) Periodic account statements;
(iii) Tax forms; and
(iv) Redemption checks.
(h) Printing costs, including, without limitation, the costs associated
with printing stationery, envelopes, share certificates, checks,
investment confirmations, periodic account statements, and tax forms.
(i) Postage (bulk, pre-sort, ZIP+4, bar coding, first class), certified
and overnight mail and private delivery services, courier services and
related insurance.
(j) Certificate insurance.
(k) Banking charges, including without limitation, incoming and outgoing
wire charges and charges associated with the receipt and processing of
government allotments.
(l) Check writing fees.
(m) Federal Reserve charges for check clearance.
(n) Rendering fees.
(o) Audit, consulting and legal fees which relate to the provision of
service hereunder.
(p) Shareholder information and education mailings, including, but not
limited to, periodic shareholder newsletters and tax guides.
(q) Duplicate services;
(r) Such other miscellaneous expenses reasonably incurred by the Transfer
Agent in performing its duties and responsibilities.
(s) Due diligence mailings.
(t) Ad hoc reports.
The Fund agrees that postage and mailing expenses will be paid on the day
of or prior to mailing. In addition, the Fund 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 further allocated to the
Institutional Class, if any, of such Portfolio based upon the number of accounts
holding shares of such Class relative to the total number of accounts holding
shares of all Classes in the Portfolio. The remaining amount of the Portfolio's
fiscal
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year-to-date out-of-pocket expenses shall be further allocated among accounts
holding Class X, X0, X, X, X, X, XXX Xxxx Reserve and Investor Class Shares, as
applicable, on the basis of fiscal year-to-date average net assets.
3. 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)
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