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EXHIBIT 15(d)(1)
EXHIBIT C
AIM EQUITY FUNDS, INC.
VARIABLE GROUP ANNUITY CONTRACTHOLDER SERVICE AGREEMENT
______________________, 1994
AIM Equity Funds, Inc.
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Gentlemen:
We desire to enter into an Agreement with AIM Equity Funds, Inc. (the
"Company"), for the provision of specialized services to holders of Group
Annuity Contracts (the "Contracts") issued by us to employers for their
pension, stock bonus or profit-sharing plans qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended (the "Plans"), where amounts
contributed under such plans are invested pursuant to the Contracts in shares
of one or more of the series portfolios of the Company (the "Fund(s)") listed
in Appendix A, attached hereto. Subject to the Company's acceptance of this
Agreement, the terms and conditions of this Agreement shall be as follows:
1. We shall provide specialized services to holders of Contracts who
have selected the Fund(s) for purposes of their Group Annuity Contracts
("Contractholders"). Such services to Group Contractholders may include,
without limitation, some or all of the following: answering inquiries
regarding the Fund(s) and the Company; performing sub-accounting for
Contractholders; establishing and maintaining Contractholder accounts and
records; processing and bunching purchase and redemption transactions;
providing periodic statements of Contract account balances; forwarding such
reports and notices to Contractholders relative to the Fund(s) as we deem
necessary; generally, facilitating communications with Contractholders
concerning investments in the Fund(s) on behalf of Plan participants; and
performing such other administrative services as we deem to be necessary or
desirable, to the extent permitted by applicable statute, rule or
regulation. We represent that we will accept a fee hereunder only so long
as we continue to provide personal services to Contractholders.
2. Shares of the Fund(s) purchased by us will be registered in our
name and we may exercise all applicable rights of a holder of such Shares.
We agree to transmit to the Company, in a timely manner, all purchase
orders and redemption requests and to forward to each of our
Contractholders as we deem necessary, periodic shareholder reports and
other communications received from the Company by us.
3. We agree to wire to the Company's custodian bank, within five (5)
business days of the placing of a purchase order, federal funds in an
amount equal to the amount of all purchase orders placed by us on behalf of
our Contractholders and accepted by the Company (net of any redemption
orders placed by us on behalf of our Contractholders).
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4. We shall provide such facilities and personnel (which may be all
or any part of the facilities currently used in our business, or all or any
personnel employed by us) as may be necessary or beneficial in carrying out
the purposes of this Agreement.
5. Except as may be provided in a separate written agreement between
A I M Distributors, Inc. and us, neither we nor any of our employees or
agents are authorized to assist in the distribution of any shares of the
Fund(s) to the public or to make any representations to Contractholders
concerning the Fund(s) except those contained in the then current Company
Prospectus applicable to the Fund(s), copies of which will be supplied by
the Company to us, as we may request. Neither the Company, A I M Advisors,
Inc. nor A I M Distributors, Inc. will be a party, nor will they be
represented as a party, to any Group Annuity Contract agreement between us
and the Contractholders nor shall the Company, A I M Advisors, Inc. or
A I M Distributors, Inc. participate, directly or indirectly, in any
compensation that we may receive from Contractholders and their Plans'
participants.
6. In consideration of the services and facilities described herein,
we shall receive from the Company an annual service fee, payable
semi-annually, of 0.25 percent of the aggregate average net asset value of
shares of the Fund(s) owned by us during each semi-annual period for the
benefit of Contractholders' Plans' participants. We understand that this
Agreement and the payment of such service fees have been authorized and
approved by the Board of Directors of the Company. We further understand
that this Agreement and the fees payable hereunder are subject to
limitations imposed by applicable rules of the National Association of
Securities Dealers, Inc.
7. The Company reserves the right, at its discretion and without
notice, to suspend the sale of shares of the Fund(s) or to withdraw the
sale of shares of the Fund(s).
8. This Agreement may be amended at any time without our consent by
the Company mailing a copy of an amendment to us at the address set forth
below. Such amendment shall become effective on the date set forth in such
amendment unless we terminate this Agreement as set forth below within
thirty (30) days of our receipt of such amendment.
9. This Agreement may be terminated at any time by the Company on not
less than 60 days' written notice to us at our principal place of business.
We may terminate this Agreement on 60 days' written notice addressed to the
Company at its principal place of business. The Company may also terminate
this Agreement for cause on violation by us of any of the provisions of
this Agreement, said termination to become effective on the date of mailing
notice to us of such termination. The Company's failure to terminate for
any cause shall not constitute a waiver of the Company's right to terminate
at a later date for any such cause. This Agreement shall terminate
automatically in the event of its assignment, the term "assignment" for
this purpose having the meaning defined in Section 2(a)(4) of the
Investment Company Act of 1940.
10. All communications to the Company shall be sent to it at ▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. Any notice to us shall
be duly given if mailed or telegraphed to us at the address shown on this
Agreement.
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11. This Agreement shall become effective as of the date when it is
executed and dated below by the Company. This Agreement and all rights and
obligations of the parties hereunder shall be governed by and construed
under the laws of the State of Texas.
________________________________________
(Firm Name)
________________________________________
(Address)
________________________________________
(City) / (State) / (County)
BY: _______________________________
Name: _______________________________
Title: _______________________________
Dated: _______________________________
ACCEPTED:
BY: _______________________________
Name: _______________________________
Title: _______________________________
Dated: _______________________________
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APPENDIX A
TO
AIM EQUITY FUNDS, INC.
VARIABLE GROUP ANNUITY CONTRACTHOLDER SERVICE AGREEMENT
AIM Charter Fund (Retail Class)
AIM Constellation Fund (Retail Class)
AIM ▇▇▇▇▇▇▇▇▇▇ Fund (Retail Class)
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