<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1999
SECURITIES ACT FILE NO. 333-72419
INVESTMENT COMPANY ACT FILE NO. 811-08485
------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
GT GLOBAL FLOATING RATE FUND, INC.
(d/b/a AIM FLOATING RATE FUND)
(Name of Issuer)
GT GLOBAL FLOATING RATE FUND, INC.
(d/b/a AIM FLOATING RATE FUND)
(Name of Person(s) Filing Statement)
SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
00141K-10-5
(CUSIP Number of Class of Securities)
ROBERT H. GRAHAM
GT GLOBAL FLOATING RATE FUND, INC.
(d/b/a AIM FLOATING RATE FUND)
11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173
1-800-347-4246
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
ARTHUR J. BROWN, ESQ. OFELIA M. MAYO, ESQ.
R. CHARLES MILLER, ESQ. A I M ADVISORS, INC.
KIRKPATRICK & LOCKHART LLP 11 GREENWAY PLAZA
1800 MASSACHUSETTS AVE. N.W. SUITE 100
WASHINGTON, D.C. 20036 HOUSTON, TEXAS 77046-1173
(713) 626-1919
AUGUST 12, 1999
(Date Tender Offer First Published,
Sent or Given to Security Holders)
<PAGE> 2
CALCULATION OF FILING FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Transaction Valuation: $37,202,000(a) Amount of Filing Fee: $7,440.40(b)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(a) Calculated as the aggregate maximum purchase price to be paid for
3,800,000 shares in the offer, based upon the net asset value per
share of $9.79 on August 6, 1999.
(b) Calculated as 1/50th of 1% of the Transaction Valuation.
/ / Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
-----------------------------------------------------
Form or Registration
No.:
-----------------------------------------------------
Filing Party:
-----------------------------------------------------
Date of Filing:
-----------------------------------------------------
- -------------------------------------------------------------------------------
2
<PAGE> 3
ITEM 1. SECURITY AND ISSUER.
(a) The name of the issuer is GT Global Floating Rate Fund, Inc., doing
business as AIM Floating Rate Fund, a closed-end investment company organized as
a Maryland corporation (the "Fund"). The principal executive offices of the Fund
are located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.
(b) The title of the securities being sought is shares of common stock, par
value $0.001 per share (the "Shares"). As of August 6, 1999 there were
approximately 37,946,064 Shares issued and outstanding.
The Fund is seeking tenders for up to 3,800,000 Shares (the "Offer"), at
net asset value per Share (the "NAV") calculated on the day the tender offer
terminates, less any "Early Withdrawal Charge," upon the terms and subject to
the conditions set forth in the Offer to Purchase dated August 12, 1999 (the
"Offer to Purchase"). A copy of each of the Offer to Purchase and the related
Letter of Transmittal is attached hereto as Exhibit (a)(1)(ii) and Exhibit
(a)(2), respectively. Reference is hereby made to the Cover Page and Section 1
("Price; Number of Shares") of the Offer to Purchase, which are incorporated
herein by reference. The Fund has been informed that no other Director, officer
or affiliate of the Fund intends to tender Shares pursuant to the Offer.
(c) The Shares are not currently traded on an established trading market.
(d) Not Applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) Reference is hereby made to Section 10 "Source and Amount of Funds"
of the Offer to Purchase, which is incorporated herein by reference.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
Reference is hereby made to Section 8 ("Purpose of the Offer"), Section 9
("Certain Effects of the Offer") and Section 10 ("Source and Amount of Funds")
of the Offer to Purchase, which are incorporated herein by reference. The Fund
is currently engaged in a public offering, from time to time, of its Shares. The
Fund otherwise has no plans or proposals which relate to or would result in (a)
the acquisition by any person of additional securities of the Fund or the
disposition of securities of the Fund; (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Fund; (c) a sale or transfer of a material amount of assets of the Fund; (d) any
change in the present Board of Directors or management of the Fund, including,
but not limited to, any plans or proposals to change the number or the term of
Directors, or to fill any existing vacancy on the Board or to change any
material term of the employment contract of any executive officer; (e) any
material change in the present dividend rate or policy, or indebtedness or
capitalization of the Fund; (f) any other material change in the Fund's
corporate structure or business, including any plans or proposals to make any
changes in its investment policy for which a vote would be required by Section
13 of the Investment Company Act of 1940, as amended; or (g) changes in the
Fund's articles of incorporation, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Fund by any
person. Paragraphs (h) through (j) of this Item 3 are not applicable.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Except for the issuance by the Fund of approximately 1,956,854 Shares
during the past 40 business days, all at prices equal to NAV on the date of
sale, and the Fund's purchase of approximately 1,131,033 Shares in its last
offer to purchases which expired on June 11, 1999 there have not been any
transactions involving the Shares of the Fund that were effected during the past
40 business days by the Fund, any executive officer or Director of the Fund, any
person controlling the Fund, any executive officer or director of any
corporation ultimately in control of the Fund or by any associate or subsidiary
of any of the foregoing including any executive officer or director of any such
subsidiary.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
The Fund does not know of any contract, arrangement, understanding or
relationship relating directly or indirectly, to the Offer (whether or not
legally enforceable) between the Fund, any of the Fund's executive officers or
Directors, any person controlling the Fund or any executive officer or director
of any corporation ultimately in control of the Fund and any person with respect
to any securities of the Fund (including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or the voting
of any such securities, joint ventures, loan or option arrangements, puts or
calls, guarantees of loans, guarantees against loss, or the giving or
withholding of proxies, consents or authorizations).
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
No persons have been employed, retained or are to be compensated by the Fund
to make solicitations or recommendations in connection with the Offer.
ITEM 7. FINANCIAL INFORMATION.
(a) Reference is hereby made to the financial statements included as Exhibit
(g)(1) hereto, which are incorporated herein by reference.
(b) None.
ITEM 8. ADDITIONAL INFORMATION.
(a) None.
(b) None.
(c) Not applicable.
(d) None.
(e) On May 29, 1998, Liechtenstein Global Trust AG ("LGT"), the former
indirect parent organization of INVESCO Senior Secured Management, Inc. (the
"Sub-Adviser"), consummated a purchase agreement with AMVESCAP PLC pursuant to
which AMVESCAP PLC acquired LGT's Asset Management Division, which included the
Sub-Adviser, INVESCO (NY), Inc. ("INVESCO (NY)") and certain other affiliates.
As a result of this transaction, the Sub-Adviser and INVESCO (NY) are each
indirect wholly owned subsidiaries of AMVESCAP PLC.
The Offer to Purchase, attached hereto as Exhibit (a)(1)(ii), is
incorporated herein by reference in its entirety.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1)(i) Advertisement to be printed in THE WALL STREET JOURNAL.
(a)(1)(ii) Offer to Purchase.
(a)(2) Form of Letter of Transmittal.
(a)(3) Letter to Shareholders.
(b)(1) Amended and Restated Credit Agreement by and among The Chase
Manhattan Bank, State Street Bank and Trust Company and certain AIM
Funds.
(b)(2) First Amendment Agreement to the Amended and Restated Credit
Agreement by and among The Chase Manhattan Bank, State Street Bank
and Trust Company and certain AIM Funds.
(c)-(f) Not Applicable.
(g)(1) Audited Financial Statements of the Fund for the year ended December
31, 1998.
3
<PAGE> 4
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
GT GLOBAL FLOATING RATE FUND, INC.
(d/b/a AIM FLOATING RATE FUND)
By: /s/ OFELIA M. MAYO
-----------------------------
Ofelia M. Mayo, Assistant
Secretary
August 12, 1999
4
<PAGE> 5
EXHIBIT INDEX
EXHIBIT
- ----------
(a)(1)(i) Advertisement to be printed in THE WALL STREET JOURNAL.
(a)(1)(ii) Offer to Purchase.
(a)(2) Form of Letter of Transmittal.
(a)(3) Letter to Shareholders.
(b)(1) Amended and Restated Credit Agreement by and among The Chase
Manhattan Bank, State Street Bank and Trust Company and certain
AIM Funds.
(b)(2) First Amendment Agreement to the Amended and Restated Credit
Agreement by and among The Chase Manhattan Bank, State Street Bank
and Trust Company and certain AIM Funds.
(c)-(f) Not Applicable.
(g)(1) Audited Financial Statements of the Fund for the year ended
December 31, 1998.
<PAGE> 1
EXHIBIT (a)(1)(i)
THIS ANNOUNCEMENT IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER
TO SELL SHARES. THE OFFER IS MADE ONLY BY THE OFFER TO PURCHASE
DATED AUGUST 12, 1999, AND THE RELATED LETTER OF TRANSMITTAL.
NOTICE OF OFFER TO PURCHASE FOR CASH
3,800,000 OF THE ISSUED AND OUTSTANDING SHARES OF
AIM FLOATING RATE FUND
AT NET ASSET VALUE PER SHARE
AIM Floating Rate Fund (the "Fund") is offering to purchase 3,800,000 of its
issued and outstanding shares ("Shares") at a price equal to its net asset value
("NAV"), less any applicable early withdrawal charge, as of the close of the New
York Stock Exchange on the Expiration Date, September 10, 1999. The Offer will
expire at 5:00 p.m., New York City time on that date, unless extended, upon the
terms and conditions set forth in the Offer to Purchase dated August 12, 1999
and the related Letter of Transmittal, which together constitute the "Offer."
The Fund's NAV was $9.79 per Share as of August 6, 1999. The applicable early
withdrawal charge will be deducted from the proceeds of Shares tendered. The
purpose of the Offer is to provide liquidity to shareholders since the Fund is
unaware of any secondary market which exists for the Shares. The Offer is not
conditioned upon the tender of any minimum number of Shares.
If more than the number of Shares contemplated by this Offer are duly tendered
prior to the expiration of the Offer, assuming no changes in the factors
originally considered when the decision to make the Offer was made, the Fund
will either (1) extend the Offer period, if necessary, and increase the number
of Shares that the Fund is offering to purchase to an amount which it believes
will be sufficient to accommodate the excess Shares tendered as well as any
additional Shares that may be tendered during the extended Offer period or (2)
purchase the number of Shares sought on a pro rata basis.
Shares tendered pursuant to the Offer may be withdrawn at any time prior to
5:00 p.m., New York City time, on September 10, 1999, and, if not yet accepted
for payment by the Fund, Shares may also be withdrawn after October 8, 1999.
The information required to be disclosed by paragraph (d)(1) of Rule 13e-4 under
the Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference.
The Offer to Purchase and the related Letter of Transmittal contain important
information that should be read carefully before any decision is made with
respect to the Offer.
Requests for free copies of the Offer to Purchase, Letter of Transmittal and any
other tender offer documents may be directed to the address and telephone number
below. Shareholders who do not own Shares directly should effect a tender
through their broker, dealer or nominee.
[LOGO] AIM FLOATING RATE FUND
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
(800) 959-4246
August 12, 1999
<PAGE> 1
EXHIBIT (a)(1)(ii)
AIM FLOATING RATE FUND
------------------------------
OFFER TO PURCHASE FOR CASH AT NET ASSET VALUE UP TO 3,800,000
OF ITS ISSUED AND OUTSTANDING COMMON SHARES
THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE IS 5:00 P.M.,
NEW YORK CITY TIME, ON SEPTEMBER 10, 1999, UNLESS EXTENDED.
------------------------------
To the Holders of Shares of AIM FLOATING RATE FUND:
Commencing August 12, 1999, the Fund is offering to purchase up to
3,800,000 of its shares of common stock, par value $.001 per share (the
"Shares"), for cash at a price equal to their net asset value ("NAV"), less any
applicable Early Withdrawal Charge, as of the close of regular trading on the
New York Stock Exchange on September 10, 1999 (the "Initial Expiration Date"),
unless extended, upon the terms and conditions set forth in this Offer to
Purchase (the "Offer") and the related Letter of Transmittal.
The Shares are not traded on an established secondary market and, to
provide liquidity to Fund shareholders, the Fund's board of directors (the
"Board") presently intends each quarter to consider making a tender offer for
all or a portion of its Shares at a price per Share equal to its then current
NAV, less any applicable early withdrawal charge. The NAV on August 6, 1999 was
$9.79 per Share. You may obtain current NAV quotations during the pendency of
the Offer by calling (800) 959-4246.
If more than the number of Shares contemplated by this Offer are duly
tendered prior to the expiration of the Offer, assuming no changes in the
factors originally considered by the Board when it determined to make the Offer,
the Fund will either (1) extend the Offer period, if necessary, and increase the
number of Shares that the Fund is offering to purchase to an amount which it
believes will be sufficient to accommodate the excess Shares tendered as well as
any additional Shares that may be tendered during the extended Offer period or
(2) purchase the number of Shares sought on a pro rata basis.
THIS OFFER IS BEING MADE TO ALL SHAREHOLDERS OF THE FUND AND IS NOT
CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES BEING TENDERED.
IMPORTANT: If you desire to tender all or any portion of your Shares, you
should do one of the following: (1) if you own your Shares through a broker,
dealer, commercial bank, trust company or other nominee (each a "Nominee"),
request your Nominee to effect the transaction for you or (2) if you own your
Shares directly, complete and sign the Letter of Transmittal and mail or deliver
it along with any Share certificate(s) and any other required documents to the
Fund's transfer agent, A I M Fund Services, Inc. (the "Transfer Agent"). If your
Shares are registered in the name of a Nominee, you must contact such Nominee if
you desire to tender your Shares.
NEITHER THE FUND NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH
SHAREHOLDER MUST MAKE HIS OWN DECISION WHETHER TO TENDER SHARES, AND IF SO, HOW
MANY SHARES TO TENDER.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
FUND AS TO WHETHER SHAREHOLDERS SHOULD TENDER SHARES PURSUANT TO THE OFFER. NO
PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN
OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, SUCH
<PAGE> 2
RECOMMENDATION AND SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE FUND.
Questions, requests for assistance and requests for additional copies of
this Offer to Purchase and the Letter of Transmittal may be directed to the
Transfer Agent at (800) 959-4246 or at the address set forth below:
A I M Fund Services, Inc.
11 Greenway Plaza
Suite 100
Houston, Texas 77046-1173
AIM FLOATING RATE FUND
August 12, 1999
2
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTIONS PAGE
-------- ----
<S> <C>
1. Price; Number of Shares................................ 4
2. Procedure for Tendering Shares......................... 4
3. Early Withdrawal Charge................................ 5
4. Exchanges.............................................. 6
5. Withdrawal Rights...................................... 6
6. Payment for Shares..................................... 6
7. Certain Conditions of the Offer........................ 7
8. Purpose of the Offer................................... 7
9. Certain Effects of the Offer........................... 7
10. Source and Amount of Funds............................. 7
11. Summary of Selected Financial Information.............. 8
12. Certain Information About the Fund..................... 9
13. Additional Information................................. 10
14. Certain Federal Income Tax Consequences................ 10
15. Extension of Tender Period; Termination; Amendments.... 11
16. Miscellaneous.......................................... 12
</TABLE>
3
<PAGE> 4
1. PRICE; NUMBER OF SHARES. The Fund will, upon the terms and subject to
the conditions of the Offer, purchase up to 3,800,000 of its issued and
outstanding Shares which are tendered and not withdrawn prior to 5:00 P.M., New
York City time, on September 10, 1999 (such time and date being hereinafter
called the "Initial Expiration Date"), unless it determines to accept none of
them. The Fund reserves the right to extend the Offer (see Section 15). The
later of the Initial Expiration Date or the latest time and date to which the
Offer is extended is hereinafter called the "Expiration Date." The purchase
price of the Shares will be their NAV as of the close of regular trading on the
New York Stock Exchange on the Expiration Date. An Early Withdrawal Charge
payable to A I M Distributors, Inc. ("AIM Distributors") to recover its
distribution expenses will be assessed on Shares accepted for purchase which
have been held for less than the applicable holding period (see Section 3).
The Offer is being made to all shareholders of the Fund and is not
conditioned upon any number of Shares being tendered. If more than the number of
Shares sought by the Fund are duly tendered prior to the expiration of the
Offer, assuming no changes in the factors originally considered by the Board
when it determined to make the Offer, the Fund will either (1) extend the Offer
period, if necessary, and increase the number of Shares that the Fund is
offering to purchase to an amount which it believes will be sufficient to
accommodate the excess Shares tendered as well as any additional Shares that may
be tendered during the extended Offer period or (2) purchase the number of
Shares sought on a pro rata basis.
The Fund reserves the right, in its sole discretion, at any time or from
time to time, to extend the period of time during which the Offer is open by
giving oral or written notice of such extension to the Transfer Agent and making
a public announcement thereof (see Section 15). There is no assurance, however,
that the Fund will exercise its right to extend the Offer. If the Fund decides,
in its sole discretion, to increase (except for any increase not in excess of 2%
of the outstanding Shares) or decrease the number of Shares being sought and, at
the time that notice of such increase or decrease is first published, sent or
given to holders of Shares in the manner specified below, the Offer is scheduled
to expire at any time earlier than the tenth business day from the date that
such notice is first so published, sent or given, the Offer will be extended at
least until the end of such ten business day period.
As of August 6, 1999 there were approximately 37,946,064 Shares issued and
outstanding and there were 10,387 record holders of Shares. The Fund has been
informed that no other director, officer or affiliate of the Fund intends to
tender any Shares pursuant to the Offer. The Shares currently are not traded on
any established secondary market. Current NAV quotations for the Shares can be
obtained by calling the Transfer Agent at (800) 959-4246.
2. PROCEDURE FOR TENDERING SHARES. In order for you to tender any of your
Shares pursuant to the Offer, you may either: (a) request your Nominee to effect
the transaction for you, in which case a Letter of Transmittal is not required
or (b) if the Shares are registered in your name, send to the Transfer Agent, at
the address set forth below, any certificates for such Shares, a properly
completed and executed Letter of Transmittal and any other documents required
therein. Please contact the Transfer Agent at (800) 959-4246 as to any
additional documents which may be required.
A. Procedures for Beneficial Owners Holding Shares through Brokers,
Dealers, or other Nominees. If your Shares are registered in the name of a
Nominee, you must contact such Nominee if you desire to tender your Shares. You
should contact such Nominee in sufficient time to permit notification of your
desire to tender to reach the Transfer Agent by the Expiration Date. No
brokerage commission will be charged on the purchase of Shares by the Fund
pursuant to the Offer. However, a broker or dealer may charge a fee for
processing the transaction on your behalf.
B. Procedures for Registered Shareholders. If you will be mailing or
delivering the Letter of Transmittal and any other required documents to the
Transfer Agent to tender your Shares, they must be received on or prior to the
Expiration Date by the Transfer Agent at its address set forth below.
Signatures on the Letter of Transmittal are not required to be guaranteed
unless (1) the proceeds for the tendered Shares will amount to more than
$50,000, (2) the Letter of Transmittal is signed by someone other than the
registered holder of the Shares tendered therewith, or (3) payment for tendered
Shares is to be sent
4
<PAGE> 5
to a payee other than the registered owner of such Shares or to an address other
than the registered address of the registered owner of the Shares. In each of
those instances, all signatures on the Letter of Transmittal must be guaranteed
by an "eligible guarantor institution," as such term is defined in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
existence and validity of which may be verified by the Transfer Agent through
the use of industry publications; notarized signatures are not sufficient.
Please note that those shareholders holding Shares in an Individual
Retirement Account ("IRA") that mail or deliver a Letter of Transmittal to
tender Shares must also provide the Transfer Agent with a completed IRA
distribution form.
Payment for Shares tendered and purchased will be made only after receipt
by the Transfer Agent on or before the Expiration Date of a properly completed
and duly executed Letter of Transmittal and any other required documents. If
your Shares are evidenced by certificates, those certificates must also be
received by the Transfer Agent on or prior to the Expiration Date.
THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE ELECTION AND RISK OF THE PARTY TENDERING THE SHARES. IF DOCUMENTS ARE
SENT BY MAIL, IT IS RECOMMENDED THAT THEY BE SENT BY REGISTERED MAIL, PROPERLY
INSURED, WITH RETURN RECEIPT REQUESTED.
C. Determinations of Validity. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of tenders will be
determined by the Fund, in its sole discretion, which determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders determined by it not to be in appropriate form or the acceptance of or
payment for which would, in the opinion of counsel for the Fund, be unlawful.
The Fund also reserves the absolute right to waive any of the conditions of the
Offer or any defect in any tender with respect to any particular Shares or any
particular shareholder, and the Fund's interpretations of the terms and
conditions of the Offer will be final and binding. Unless waived, any defects or
irregularities in connection with tenders must be cured within such times as the
Fund shall determine. Tendered Shares will not be accepted for payment unless
the defects or irregularities have been cured within such time or waived.
Neither the Fund, the Transfer Agent nor any other person shall be obligated to
give notice of any defects or irregularities in tenders, nor shall any of them
incur any liability for failure to give such notice.
D. Tender Constitutes an Agreement. A tender of Shares made pursuant to any
one of the procedures set forth above will constitute an agreement between the
tendering shareholder and the Fund in accordance with the terms and subject to
the conditions of the Offer.
3. EARLY WITHDRAWAL CHARGE. The Fund will assess an Early Withdrawal Charge
on Shares accepted for purchase which have been held for less than four years.
The charge will be paid to AIM Distributors to recover its distribution
expenses. The Early Withdrawal Charge will be imposed on those Shares accepted
for tender based on an amount equal to the lesser of the then current NAV of the
Shares or the shareholder's cost of the Shares being tendered. Accordingly, the
Early Withdrawal Charge will not be imposed on increases in the NAV above the
initial purchase price. In addition, the Early Withdrawal Charge will not be
imposed on Shares derived from reinvestments of dividends or capital gain
distributions. The Early Withdrawal Charge imposed will vary depending on the
length of time the Shares have been owned since purchase (separate purchases
shall not be aggregated for these purposes), as set forth in the following
table:
<TABLE>
<CAPTION>
EARLY WITHDRAWAL CHARGE
YEAR OF TENDER AFTER PURCHASE (AS A PERCENTAGE OF NAV)
- ----------------------------- ------------------------
<S> <C>
First....................................................... 3.0%
Second...................................................... 2.5%
Third....................................................... 2.0%
Fourth...................................................... 1.0%
Fifth and following......................................... 0.0%
</TABLE>
5
<PAGE> 6
In determining whether an Early Withdrawal Charge is applicable to a tender
of Shares, the calculation will be determined in the manner that results in the
lowest possible amount being charged. Therefore, it will be assumed that the
tender is first of Shares acquired through dividend reinvestment and of Shares
held for over four years and then of Shares held longest during the four-year
period. The Early Withdrawal Charge will not be applied to dollar amounts
representing an increase in the NAV since the time of purchase.
4. EXCHANGES. Tendering shareholders may, instead of receiving the proceeds
from the tender of Shares of the Fund in cash, elect to have those proceeds
invested in Class B shares that are subject to a contingent deferred sales
charge ("Class B shares") of certain open-end investment companies ("AIM Funds")
managed or advised by A I M Advisors, Inc. ("AIM Advisors") purchased at their
respective NAVs determined on the Expiration Date. The Early Withdrawal Charge
will be waived for Shares tendered in exchange for Class B shares in the AIM
Funds; however, such Class B shares will immediately become subject to a
contingent deferred sales charge equivalent to the Early Withdrawal Charge on
Shares of the Fund. Thus, such Class B shares may be subject to a contingent
deferred sales charge upon a subsequent redemption from the AIM Funds. The
purchase of such Class B shares will be deemed to have occurred at the time of
the Fund's purchase of the Shares pursuant to the Offer for purposes of
calculating the applicable contingent deferred sales charge.
The prospectus for each AIM Fund describes its investment objectives and
policies. Shareholders can obtain a prospectus without charge by calling (800)
347-4246 and should consider these objectives and policies carefully before
requesting an exchange. Each tender for an exchange must involve proceeds from
Shares that have a NAV of at least $500.
5. WITHDRAWAL RIGHTS. You may withdraw Shares tendered at any time prior to
the Expiration Date and, if the Shares have not yet been accepted for payment by
the Fund, at any time after October 8, 1999.
To be effective, any notice of withdrawal must be timely received by the
Transfer Agent at the address set forth below. Any notice of withdrawal must
specify the name of the person having deposited the Shares to be withdrawn, the
number of Shares to be withdrawn, and, if the certificates representing such
Shares have been delivered or otherwise identified to the Transfer Agent, the
name of the registered holder(s) of such Shares as set forth in such
certificates and the number of Shares to be withdrawn. If the certificates have
been delivered to the Transfer Agent, then, prior to the release of such
certificate, you must also submit the certificate numbers shown on the
particular certificates evidencing such Shares and the signature on the notice
of the withdrawal must be guaranteed by an eligible guarantor institution.
Shareholders whose accounts are maintained through a Nominee should notify such
nominee prior to the Expiration Date if they wish to withdraw Shares.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by the Fund in its sole discretion,
which determination shall be final and binding. Shares properly withdrawn shall
not thereafter be deemed to be tendered for purposes of the Offer. However,
withdrawn Shares may be retendered by following one of the procedures described
in Section 2 prior to the Expiration Date.
6. PAYMENT FOR SHARES. For purposes of the Offer, the Fund will be deemed
to have accepted for payment (and thereby purchased) Shares that are tendered as
of the time that it gives, if and when it gives, oral or written notice to the
Transfer Agent of its election to purchase such Shares. Upon the terms and
subject to the conditions of the Offer, the Fund will accept for payment (and
thereby purchase) promptly after the Expiration Date Shares properly tendered.
As directed by the Fund, the Transfer Agent will send payment for the
Shares directly to tendering shareholders, or in the case of tendering
shareholders electing an exchange in lieu of cash, directly to the Class B share
account of the designated AIM Funds. Certificates for Shares not purchased, or
for Shares not tendered included in certificates forwarded to the Transfer
Agent, will be returned promptly following the termination, expiration or
withdrawal of the Offer, without expense to the tendering shareholder.
The Fund will pay all transfer taxes, if any, payable on the transfer to it
of Shares purchased pursuant to the Offer. If tendered certificates are
registered in the name of any person other than the person signing the
6
<PAGE> 7
Letter of Transmittal, the amount of any such transfer taxes (whether imposed on
the registered holder or such other person) payable on account of the transfer
to such person will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes, or exemption therefrom, is submitted. The
Fund will not pay any interest on the purchase price under any circumstances.
7. CERTAIN CONDITIONS OF THE OFFER. The Fund shall not be required to
accept for payment or to pay for any Shares tendered, and may terminate or amend
the Offer or may postpone the acceptance for payment of or payment for Shares
tendered, if: (1) such purchases would impair the Fund's status as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
"Code") (which would cause the Fund's income to be taxed at the corporate level
in addition to the taxation of shareholders who receive dividends from the
Fund); (2) in the judgment of the Board, the Portfolio would not be able to
liquidate portfolio securities in a manner that is orderly and consistent with
the Portfolio's investment objective and policies in order to purchase interests
in the Portfolio tendered by the Fund to effect the Offer; or (3) there is, in
the judgment of the Board, any (a) legal action or proceeding instituted or
threatened challenging the Offer or otherwise materially adversely affecting the
Fund, (b) declaration of a banking moratorium by federal or state authorities or
any suspension of payment by banks in the United States or New York State, that
is material to the Fund, (c) limitation imposed by federal or state authorities
on the extension of credit by lending institutions, (d) commencement of war,
armed hostilities or other international or national calamity directly or
indirectly involving the United States that is material to the Fund, or (e)
other event or condition that would have a material adverse effect on the Fund
or its shareholders if Shares tendered pursuant to the Offer were purchased.
If the Fund determines to amend the Offer or to postpone the acceptance for
payment of or payment for Shares tendered, it will, to the extent necessary,
extend the period of time during which the Offer is open as provided in Section
15. Moreover, if any of the foregoing conditions is modified or waived in whole
or in part at any time, the Fund will promptly make a public announcement of
such modification or waiver and may, depending on the materiality of the
modification or waiver, extend the Offer period as provided in Section 15.
8. PURPOSE OF THE OFFER. The Fund does not currently believe there will be
an active secondary market for its Shares. The Board has determined that it
would be in the best interest of shareholders for the Fund to take action to
attempt to provide liquidity to shareholders. To that end, the Board presently
intends each quarter to consider the making of a tender offer to purchase all or
a portion of the Fund's Shares at NAV. The Fund will at no time be required to
make any such tender offer.
NEITHER THE FUND NOR THE BOARD MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER
AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ANY OR ALL OF SUCH
SHAREHOLDER'S SHARES AND HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY SUCH
RECOMMENDATION. SHAREHOLDERS ARE URGED TO EVALUATE CAREFULLY ALL INFORMATION IN
THE OFFER, CONSULT THEIR OWN INVESTMENT AND TAX ADVISORS AND MAKE THEIR OWN
DECISIONS WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
9. CERTAIN EFFECTS OF THE OFFER. The purchase of Shares pursuant to the
Offer will have the effect of increasing the proportionate interest in the Fund
of shareholders who do not tender their Shares. If you retain your Shares,
however, you will be subject to any increased risks that may result from the
reduction in the Fund's aggregate assets resulting from payment for the Shares,
including, for example, the potential for greater volatility due to decreased
diversification of the Portfolio and higher expenses. However, the Fund believes
that those risks will be reduced to the extent new Shares of the Fund are sold.
All Shares purchased by the Fund pursuant to the Offer will be retired by the
Board.
10. SOURCE AND AMOUNT OF FUNDS. The aggregate purchase price if 3,800,000
Shares are tendered and accepted for payment pursuant to the Offer will be
approximately $37,202,000. The Fund expects to finance the Offer through cash on
hand and through borrowings under the line of credit established by the Fund and
certain other AIM Funds. Currently, the Fund and certain other AIM Funds have a
committed, unsecured line of credit with a syndicate of banks including The
Chase Manhattan Bank, as Administrative Agent, and State Street Bank and Trust
Company, as Operations Agent in the maximum aggregate principal amount of
7
<PAGE> 8
$1,000,000,000. The interest paid under the line of credit is based on one of
the following rates: (i) an adjusted Eurodollar rate based on the London
InterBank Offered Rate plus a reserve percentage established by the Federal
Reserve System plus 0.40%; (ii) ABR, which is, for any day, a rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of
(a) the prime rate in effect on such day and (b) the federal funds rate in
effect on such day plus 1/2 of 1%; (iii) the federal funds rate plus 0.40%; or
(iv) a swing line rate, which is equal to the federal funds rate plus 0.40%. The
Fund expects to repay any amounts borrowed under the line of credit with the
proceeds of sales of additional Fund Shares or sales of the underlying
securities held by Floating Rate Portfolio (the "Portfolio").
The Fund invests its assets in the Portfolio. In the event that the number
of tendered Shares significantly exceeds 3,800,000 and the Fund determines to
increase the number of Shares sought in the Offer, it may be necessary to sell
underlying securities held by the Portfolio and to conduct a simultaneous tender
offer at the Portfolio level to provide the Fund with additional liquidity.
Under these circumstances, the Fund would tender a portion of its interest in
the Portfolio sufficient to provide the additional liquidity necessary to effect
the Offer.
Under the Investment Company Act of 1940, as amended (the "1940 Act"), the
Fund is not permitted to incur indebtedness unless immediately after such
incurrence the Fund has an asset coverage of 300% of the aggregate outstanding
principal balance of indebtedness. Additionally, under the 1940 Act the Fund may
not declare any dividend or other distribution upon any class of its capital
stock, or purchase any such capital stock, unless the aggregate indebtedness of
the Fund has, at the time of the declaration of any such distribution or at the
time of any such purchase, an asset coverage of at least 300% after deducting
the amount of such distribution or purchase price, as the case may be. If, in
the judgment of the Board, there is not sufficient liquidity of the assets of
the Fund, or availability of funds from borrowings, to pay for tendered Shares,
the Fund may terminate the Offer.
11. SUMMARY OF SELECTED FINANCIAL INFORMATION. Set forth below is a summary
of selected financial information for the Fund for the year ended December 31,
1998. More comprehensive financial information is included in the Fund's annual
audited financial statements, which have been filed as an exhibit to the
Schedule 13E-4 filed with the Securities and Exchange Commission (the "SEC")
in connection with the Offer. The summary of selected financial information
set forth below is qualified in its entirety by reference to such document
and the financial information, the notes thereto and related matter contained
therein.
8
<PAGE> 9
SUMMARY OF SELECTED FINANCIAL INFORMATION
(IN 000'S EXCEPT PER SHARE DATA AND RATIOS)
<TABLE>
<CAPTION>
FOR THE
PERIOD
FOR THE MAY 1, 1997
YEAR ENDED TO
DECEMBER 31, DECEMBER 31,
1998 1997
------------ ------------
<S> <C> <C>
INCOME STATEMENT
Investment Income......................................... $ 19,045 $ 6,456
Net Expenses.............................................. 3,406 1,105
-------- --------
Investment income -- net.................................. $ 15,639 $ 5,351
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS -- NET
Realized gain (loss) on investments -- net................ 10 151
Change in unrealized appreciation on investments -- net... (4,634) 122
FINANCIAL HIGHLIGHTS (AT END OF PERIOD)
Total assets.............................................. $289,785 $162,621
Total liabilities......................................... 1,712 924
-------- --------
Net assets................................................ $288,073 161,697
Net asset value per share................................. $ 9.84 $ 10.02
Shares of common stock.................................... 29,274 16,134
PER SHARE
Investment income -- net.................................. $ 0.68 $ 0.46
Realized and unrealized gain (loss) on
investments -- net..................................... (0.18) 0.02
Dividends from net investment income to common
shareholders........................................... $ 0.67 $ 0.46
Dividends from net realized gain on investments........... 0.01 --
RATIOS
Total expenses to average net assets:
With expense reimbursement............................. 1.50% 1.50%*
Without expense reimbursement.......................... 1.63% 2.52%*
Investment income -- net, to average net assets:
With expense reductions................................ 6.88% 7.26%*
Without expense reductions............................. 6.75% 6.24%*
Interest expense to average net assets.................... 0.01% 0.15%*
</TABLE>
- ---------------
*Annualized
12. CERTAIN INFORMATION ABOUT THE FUND. The Fund is a continuously offered,
non-diversified, closed-end management investment company registered under the
1940 Act. The Fund was incorporated under the name "GT Global Floating Rate
Fund, Inc." in the State of Maryland on December 4, 1996 and is authorized under
Maryland law to do business as "AIM Floating Rate Fund." The Fund's investment
objective is to provide as high a level of current income and preservation of
capital as is consistent with investment in senior secured corporate loans
("Corporate Loans") and senior secured debt securities ("Corporate Debt
Securities"). The Fund seeks to achieve its objective by investing all of its
investable assets in the Portfolio, a separate, non-diversified, closed-end
management investment company that has the same investment objective as the
Fund. The Portfolio's investments primarily take the form of assignments of, or
participations in, Corporate Loans made by banks and other financial
institutions and Corporate Debt Securities. It is anticipated that the Corporate
Loans and Corporate Debt Securities will pay interest at rates that float or
reset at a margin above a generally recognized base lending rate such as LIBOR
or the prime rate of a designated U.S. bank. The Portfolio is managed by AIM
Advisors and is sub-advised by INVESCO Senior Secured Management, Inc. ("INVESCO
SSM"), a subsidiary of INVESCO (NY).
9
<PAGE> 10
Except for the issuance by the Fund of approximately 1,956,854 Shares
during the past 40 business days, all at prices equal to NAV on the date of sale
and the Fund's purchase of approximately 1,131,033 Shares in its last offer to
purchase, which expired on June 11, 1999, there have not been any transactions
involving the Shares of the Fund that were effected during the past 40 business
days by the Fund, any executive officer or director of the Fund, any person
controlling the Fund, any executive officer or director of any corporation
ultimately in control of the Fund or by any associate or subsidiary of any of
the foregoing including any executive officer or director of any such
subsidiary.
The principal executive offices of the Fund are located at 11 Greenway
Plaza, Suite 100, Houston, Texas 77046-1173.
13. ADDITIONAL INFORMATION. The Fund has filed a statement on Schedule
13E-4 with the SEC which includes certain additional information relating to the
Offer. Such material may be inspected and copied at prescribed rates at the
SEC's public reference facilities at 450 Fifth Street, N.W., Washington, D.C.
20549; Seven World Trade Center, New York, New York 10048; and Room 3190, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may also be obtained by mail at prescribed rates from the Public
Reference Branch of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549.
14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following discussion is a
general summary of the federal income tax consequences of a sale of Shares
pursuant to the Offer. You should consult your own tax adviser for a complete
description of those consequences to you.
A sale of Shares pursuant to the Offer (regardless whether any of the cash
proceeds thereof are invested in Class B shares of an AIM Fund (see Section 4))
will be a taxable transaction for federal income tax purposes, either an
"exchange" or, under certain circumstances, a "dividend." In general, the
transaction should be treated as an exchange of the tendered Shares under
section 302 of the Code if the payment for the Shares (1) is "substantially
disproportionate" with respect to the shareholder, (2) results in a "complete
redemption" of the shareholder's interest in the Fund, or (3) is "not
essentially equivalent to a dividend" with respect to the shareholder. A
"substantially disproportionate" distribution generally requires a reduction of
at least 20% in the shareholder's proportionate interest in the Fund after all
Shares are tendered. A "complete redemption" of a shareholder's interest
generally requires that all Shares directly owned by or attributed to the
shareholder under section 318 of the Code be disposed of. A distribution "not
essentially equivalent to a dividend" requires that there be a "meaningful
reduction" in the shareholder's interest, which should occur if the shareholder
has a minimal interest in the Fund, exercises no control over Fund affairs and
suffers a reduction in his proportionate interest in the Fund.
If any of these three tests for exchange treatment is met, you will
recognize gain or loss on the Fund's purchase of your Shares equal to the
difference between the amount of cash you receive for those Shares (including
any cash used to purchase Class B shares of AIM Funds) and your adjusted tax
basis for them. That gain or loss will be a capital gain or loss if you held the
Shares as capital assets.
If none of the tests for exchange treatment can be met, you will be treated
as having received a dividend, a return of capital and/or a capital gain,
depending on (1) whether the Fund has sufficient earnings and profits to support
a dividend and (2) your tax basis for the Shares. To the extent the sale of your
Shares is treated as a dividend, your tax basis for the tendered Shares will be
transferred to any remaining Shares you continue to hold. If the sale of Shares
pursuant to the Offer is treated as a dividend to any tendering shareholder, a
constructive dividend may result to a non-tendering shareholder whose
proportionate interest in the Fund's earnings and assets is increased as a
result of the tender.
Accordingly, the difference between dividend and exchange treatment is
important with respect to the amount and character of income that tendering
shareholders are deemed to receive. In addition, while the marginal federal tax
rates for dividends and capital gains remain the same for corporate
shareholders, the top federal tax rate on ordinary income of individuals (39.6%)
exceeds the maximum federal tax rates on their long-term capital gains -- 20%
for individuals' net capital gain recognized on securities held for more than
one year.
10
<PAGE> 11
The Transfer Agent generally will be required to withhold 31% of the gross
proceeds payable to an individual or certain other noncorporate shareholder
pursuant to the Offer unless the shareholder provides a taxpayer identification
number and certifies under penalties of perjury (1) that such number is correct
and (2) either that (a) the shareholder is exempt from backup withholding, (b)
the shareholder is not otherwise subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the Internal Revenue Service
has notified the shareholder that the shareholder is no longer subject to backup
withholding. Foreign shareholders may be required to provide the Transfer Agent
with a completed Form W-8, available from the Transfer Agent, in order to avoid
31% backup withholding.
Unless a reduced rate of withholding or a withholding exemption is
available under an applicable tax treaty, a shareholder who is a nonresident
alien or a foreign entity may be subject to a 30% U.S. withholding tax on the
gross proceeds received by the shareholder from the sale of Shares pursuant to
the Offer if the proceeds are treated as a dividend under the rules described
above. Foreign shareholders should consult their tax advisors regarding
application of these withholding rules.
15. EXTENSION OF TENDER PERIOD; TERMINATION; AMENDMENTS. The Fund reserves
the right, at any time and from time to time, to extend the period of time
during which the Offer is pending by making a public announcement thereof. If
the Fund so elects to extend the tender period, the NAV for the Shares tendered
will be determined as of the close of regular trading on the New York Stock
Exchange on the Expiration Date, as extended. During any such extension, all
Shares previously tendered and not purchased or withdrawn will remain subject to
the Offer. The Fund also reserves the right, at any time and from time to time
up to and including the Expiration Date, to (a) terminate the Offer and not to
purchase or pay for any Shares, and (b) amend the Offer in any respect, by
making a public announcement. Such public announcement will be issued no later
than 9:00 a.m., New York City time, on the next business day after the
previously scheduled Expiration Date and will disclose the approximate number of
Shares tendered as of that date. Without limiting the manner in which the Fund
may choose to make a public announcement of extension, termination or amendment,
except as provided by applicable law or regulation (including Rule 13e-4(e)(2)
under the Exchange Act), the Fund shall have no obligation to publish, advertise
or otherwise communicate any such public announcement, other than by making a
release to the Dow Jones News Service.
If the Fund materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Fund will extend the Offer to the extent required by Rule 13e-4 under the
Exchange Act. These rules require that the minimum period during which an offer
must remain open following material changes in the terms of the Offer or
information concerning the Offer (other than a change in price or a change in
percentage of securities sought) will depend on the facts and circumstances,
including the relative materiality of such terms of information. If (i) the Fund
increases or decreases the consideration to be paid for Shares, or the Fund
increases the number of Shares being sought by an amount exceeding 2% of the
outstanding Shares, or the Fund decreases the number of Shares being sought and
(ii) the Offer is scheduled to expire at any time earlier than the expiration of
a period ending on the tenth business day from, and including, the date that
notice of such increase or decrease is first published, sent or given, the Offer
will be extended at least until the expiration of such period of ten business
days.
11
<PAGE> 12
16. MISCELLANEOUS. The Offer is not being made to, nor will tenders be
accepted from, shareholders in any jurisdiction in which the Offer or its
acceptance would not comply with the securities laws of such jurisdiction. The
Fund is not aware of any jurisdiction in which the Offer or tenders pursuant
thereto would not be in compliance with the laws of such jurisdiction. However,
the Fund reserves the right to exclude shareholders from the Offer in any
jurisdiction in which it is asserted that the Offer cannot lawfully be made. The
Fund believes such exclusion is permissible under applicable tender offer rules,
provided the Fund makes a good faith effort to comply with any state law deemed
applicable to the Offer. In any jurisdiction the securities laws of which
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on the Fund's behalf by one or more registered brokers or
dealers licensed under the laws of such jurisdiction.
AIM FLOATING RATE FUND
August 12, 1999
The Letter of Transmittal and certificates for Shares tendered by
registered shareholders should be sent or delivered to the Transfer Agent as set
forth below. Any questions or requests for assistance or additional copies of
the Offer, the Letter of Transmittal and other documents may be directed to the
Transfer Agent at its telephone number and location listed below. Shareholders
may also contact their Nominee for assistance concerning the Offer.
TRANSFER AGENT:
A I M FUND SERVICES, INC.
For Information Call:
(800) 959-4246
By Hand or Overnight Courier:
A I M Fund Services, Inc.
11 Greenway Plaza
Suite 100
Houston, Texas 77046-1173
By Mail:
A I M Fund Services, Inc.
P.O. Box 4739
Houston, Texas 77210-473
rev 08/99 FLR_MIS_1
12
<PAGE> 1
EXHIBIT (a)(2)
LETTER OF TRANSMITTAL
TO BE USED TO TENDER SHARES
OF
AIM FLOATING RATE FUND
PURSUANT TO THE OFFER TO PURCHASE
DATED AUGUST 12, 1999
THE EXPIRATION DATE AND THE WITHDRAWAL DEADLINE IS 5:00 P.M.
NEW YORK CITY TIME, ON SEPTEMBER 10, 1999, UNLESS EXTENDED
IMPORTANT: THIS LETTER OF TRANSMITTAL IS TO BE USED ONLY IF THE SHAREHOLDER IS A
RECORD OWNER OF SHARES WHO DESIRES TO EFFECT THE TENDER OFFER TRANSACTION
HIMSELF OR HERSELF BY TRANSMITTING THE NECESSARY DOCUMENTS TO THE FUND'S
TRANSFER AGENT. A SHAREHOLDER WHO HOLDS SHARES THROUGH A BROKER, DEALER,
COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE ("NOMINEE") IS NOT THE RECORD
OWNER AND SHOULD INSTRUCT HIS OR HER NOMINEE TO EFFECT THE TENDER ON HIS OR HER
BEHALF.
Transfer Agent:
A I M FUND SERVICES, INC.
For Information Call:
(800) 959-4246
By Hand, or Overnight Courier:
A I M Fund Services, Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
By Mail:
A I M Fund Services, Inc.
P.O. Box 4739
Houston, Texas 77210-4739
DELIVERY TO AN ADDRESS OTHER THAN THAT SHOWN ABOVE DOES
NOT CONSTITUTE VALID DELIVERY.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Pursuant to the Offer to Purchase dated August 12, 1999 (the "Offer to
Purchase"), receipt of which is hereby acknowledged, the undersigned hereby
tenders to AIM Floating Rate Fund, a closed-end investment company incorporated
under the laws of the State of Maryland (the "Fund"), the shares described below
of its common stock, par value $.001 per share (the "Shares"), at a price equal
to the net asset value per Share ("NAV") calculated on the Expiration Date (as
defined in the Offer to Purchase), in cash, less any applicable Early Withdrawal
Charge, upon the terms and conditions set forth in the Offer to Purchase and
this Letter of Transmittal.
The undersigned hereby sells to the Fund all Shares tendered hereby that
are purchased pursuant to the Offer and hereby irrevocably constitutes and
appoints A I M Fund Services, Inc. (the "Transfer Agent") as attorney in fact of
the undersigned, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to present such
Shares and any Share certificates for cancellation of such Shares on the Fund's
books. The undersigned hereby warrants that the undersigned has full authority
to sell the Shares tendered hereby and that the Fund will acquire good title
thereto, free and clear of all liens, charges, encumbrances, conditional sales
agreements or other obligations relating to the sale thereof, and not subject to
any adverse claim, when and to the extent the same are purchased by it. Upon
request, the undersigned will execute and deliver any additional documents
necessary to complete the sale in accordance with the terms of the Offer.
<PAGE> 2
In section 1, the account numbers, names and addresses of the registered
owners should be printed in the box below as they appear on the registration of
the Shares. In section 2, the number of Shares that the undersigned wishes to
tender should be indicated. In section 3, the undersigned may elect to receive
proceeds from the Offer (less any applicable Early Withdrawal Charge) in cash by
checking Option A. The undersigned may elect to receive, in lieu of cash, Class
B shares of certain open-end investment companies managed or advised by A I M
Advisors, Inc. by checking Option B. Each shareholder should check either Option
A or Option B. If the Shares tendered hereby are in certificate form, the
certificates representing such Shares must be returned together with this Letter
of Transmittal.
The undersigned recognizes that under certain circumstances set forth in
the Offer to Purchase, the Fund may not be required to purchase any of the
Shares tendered hereby. In that event, the undersigned understands that, in the
case of Shares evidenced by certificates, certificate(s) for any Shares not
purchased will be returned to the undersigned at the address indicated above.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and the obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Except as stated in the Offer to Purchase, this
tender is irrevocable.
- -1 DESCRIPTION OF SHARES TO BE TENDERED
Account Number __ __ __ __ __ __ __ __ __ __
<TABLE>
<S> <C>
Name(s) of Registered Holder Address as it Appears on Account:
_______________________________________________ ____________________________________________
_______________________________________________ ____________________________________________
_______________________________________________ ____________________________________________
</TABLE>
- -2 AMOUNT OF SHARES TO BE TENDERED
Please complete one of the below. If no choice is made, the shareholder tenders
all uncertificated Shares.
[ ] I would like to tender ______________ Shares from the above account.
(Enter the number of shares to be tendered*.)
[ ] I would like to tender ______________ dollars worth of shares from the
above account. (The Transfer Agent will process the appropriate number of
Shares to complete your request*.)
[ ] I would like to tender all Shares in the above account, including all
uncertificated Shares that may be held in the name of the registered
holder(s) by the Fund's Transfer Agent pursuant to the Fund's Dividend
Reinvestment Plan*.
I am including the Share certificates, if any, representing the above Shares to
be tendered. I understand that I must submit separate instructions to the
Transfer Agent if I choose to receive a separate certificate for the remaining
Shares should the certificate(s) presented represent more Shares than those I
present for tender.
* The Early Withdrawal Charge, if applied, will be deducted from the cash
payment.
Offer to Purchase with
Expiration Date of
September 10, 1999
<PAGE> 3
- -3 PAYMENT OF SHARES TO BE TENDERED
CHECK ONE OF THE FOLLOWING AND FILL IN AS REQUIRED
[ ] OPTION A I elect to have the proceeds of the Shares tendered hereby and
accepted for payment paid in cash, less any applicable Early
Withdrawal Charge.
[ ] OPTION B I elect to have the proceeds of the Shares tendered hereby and
accepted for payment invested in Class B shares of AIM
_______________________ Fund (See additional information below.)
Complete the items below when selecting OPTION A
[ ] Please make the check payable to the registration and address of record.
[ ] Please make check payable to:_____________________________________________
and send to the following address:________________________________________
__________________________________________________________________________
__________________________________________________________________________
<TABLE>
<S> <C>
[ ] Please mail the cash proceeds to the [ ] Please wire the cash proceeds to the
following Bank Account: following Bank Account:
Bank Name _______________________________ Bank Name _______________________________
Bank Address ____________________________ Bank ABA Number _________________________
____________________________
____________________________ Bank Account Number _____________________
Bank Account Number _____________________ Bank Account Name(s) ____________________
_________________________________________
Bank Account Name(s) ____________________ _________________________________________
</TABLE>
- -4 AUTHORIZATION
SIGNATURE FORM
(SEE INSTRUCTIONS 1, 2, 5 AND 8)
SOCIAL SECURITY NO.
OR TAXPAYER IDENTIFICATION NO. ________________________________________________
Under penalty of perjury, I certify that (1) the number set forth above is
my correct Social Security No. or other Taxpayer Identification No. and (2) I am
not subject to backup withholding either because (a) I am exempt from backup
withholding, (b) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject thereto as a result of failure to report all interest
or dividends, or (c) the IRS has notified me that I am no longer subject
thereto.
INSTRUCTION: You must strike out the language in (2) above if you have been
notified that you are subject to backup withholding due to underreporting and
you have not received a notice from the IRS that backup withholding has been
terminated.
_________________________________________________
_________________________________________________ Date: ________________, 1999
(SIGNATURE(S) OF OWNER(S) EXACTLY AS REGISTERED)
Name(s) _______________________________________________________________________
_______________________________________________________________________________
(PLEASE PRINT)
Telephone Number ( ) ______________________________________________________
Signature(s) Guaranteed by:
_______________________________________________________________________________
_______________________________________________________________________________
Offer to Purchase with
Expiration Date of
September 10, 1999
<PAGE> 4
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. Use of Letter of Transmittal. This Letter of Transmittal is to be used
only if you do not have a Nominee and intend to effect the tender offer
transaction yourself. If your shares are registered in the name of a Nominee, do
not use this form -- you must contact such Nominee if you desire to tender your
shares.
2. Guarantee of Signatures. All signatures on this Letter of Transmittal
must be guaranteed by a member firm of a registered national securities exchange
or a commercial bank or trust company having an office, branch or agency in the
United States, unless all of the following conditions apply:
- This Letter of Transmittal is signed by the registered holder(s) of the
Shares, and
- There is no change of registration of any remaining shares, and
- The payment of the tender offer proceeds are to be sent to the registered
owner of the Shares at the address shown in the Share registration, and
- The tender offer proceeds will be less than $50,000.
3. Delivery of Letter of Transmittal and Certificates. Certificates for all
tendered Shares, together with a properly completed and duly executed Letter of
Transmittal, should be mailed or delivered to the Transfer Agent on or prior to
the Expiration Date at the appropriate address set forth herein and must be
received by the Transfer Agent prior to the Expiration Date.
THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES FOR SHARES,
IS AT THE ELECTION AND RISK OF THE TENDERING SHAREHOLDER.
4. Inadequate Space. If the space provided is inadequate, the additional
information should be listed on a separate signed schedule attached hereto.
5. Partial Tenders. If fewer than all of the Shares evidenced by any
certificate submitted are to be tendered, fill in the number of Shares that are
to be tendered in section 2 "Amount of Shares to be Tendered." All Shares
represented by certificate(s) listed are deemed to have been tendered unless
otherwise indicated.
6. Signatures on Letter of Transmittal, Authorization and Endorsements.
(a) If the Letter of Transmittal is signed by the registered holder of the
Shares tendered hereby, the signature(s) must correspond with the name(s) in
which the Shares are registered.
(b) If the Shares are held of record by two or more joint holders, all such
holders must sign this Letter of Transmittal.
(c) If any tendered Shares are registered in different names, it will be
necessary to complete, sign and submit as many separate Letters of Transmittal
as there are different registrations of Shares.
(d) When this Letter of Transmittal is signed by the registered holder(s)
of the Shares listed and, if applicable, of the certificates transmitted hereby,
no endorsements of certificates or separate authorizations are required.
(e) If this Letter of Transmittal or any certificates or authorizations are
signed by trustees, executors, administrators, guardians, attorneys in fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and must submit proper
evidence satisfactory to the Fund of their authority so to act.
(f) Shareholders holding shares in an Individual Retirement Account ("IRA")
that mail or deliver a Letter of Transmittal to tender Shares must also provide
the Transfer Agent with a completed IRA distribution form.
7. Transfer Taxes. The Fund will pay all transfer taxes, if any, payable on
the transfer to it of Shares purchased pursuant to the Offer. If tendered
certificates are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any transfer taxes (whether
imposed on the registered holder or such other persons) payable on account of
the transfer to such person will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted.
8. Irregularities. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of any tender of Shares will be
determined by the Fund, in its sole discretion, which determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders determined by it not to be in appropriate form or the acceptance of or
payment for which would, in the opinion of counsel for the Fund, be unlawful.
The Fund also reserves the absolute right to waive any of the conditions of the
Offer or any defect in any tender with respect to any particular Shares or any
particular shareholder, and the Fund's interpretations of the terms and
conditions of the Offer (including these instructions) will be final and
binding. Unless waived, any defects or irregularities in connection with tenders
must be cured within such time as the Fund shall determine. Tendered Shares will
not be accepted for payment unless the defects and irregularities have been
cured within such time or waived. Neither the Fund, A I M Advisors, Inc.,
INVESCO Senior Secured Management, Inc., nor the Transfer Agent, nor any other
person shall be obligated to give notice of defects or irregularities in
tenders, nor shall any of them incur any liability for failure to give any such
notice.
9. Important Tax Information. A shareholder whose tendered Shares are
accepted for payment is required by law to provide the Transfer Agent (as payer)
with his or her correct taxpayer identification number, which is accomplished by
completing and signing the Signature Form.
rev 08/99 FLR-MIS-2
<PAGE> 1
EXHIBIT (a)(3)
AIM FLOATING RATE FUND
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
DEAR SHAREHOLDER:
As you know, AIM Floating Rate Fund (the "Fund") commenced operations on
May 1, 1997. The performance of the Fund has been positive: The yield since
inception calculated as a percentage of the net asset value as of June 30, 1999,
is 7.11%. The net asset value (NAV) of the Fund over that time period has
fluctuated between $10.02 and $9.82. In spite of recent market conditions and
subsequent NAV decreases, we continue to be satisfied with the overall credit
quality of the assets we own in the Fund.
The Fund's Shares are not publicly traded. However, each quarter the Fund's
Board of Directors (the "Board") will consider whether to make a tender offer
for all or a portion of the Fund's issued and outstanding shares (the "Shares")
to provide liquidity for the Fund's shareholders. For the third quarter of 1999,
the Board has determined to purchase up to 3,800,000 of the Fund's Shares.
Accordingly, we are enclosing a copy of the Fund's Offer to Purchase (the
"Offer to Purchase"), dated August 12, 1999. The Offer to Purchase is for cash
at net asset value ("NAV") per Share as of the expiration date of the offer,
less applicable "early withdrawal charges." Certain selected financial
information with respect to the Fund is also set forth in the Offer to Purchase.
We also enclose a Letter of Transmittal (the "Letter of Transmittal") for use by
record holders of Shares. You should read each of these documents carefully.
If, after reviewing the information set forth in the Offer to Purchase and
Letter of Transmittal, you wish to tender Shares for purchase by the Fund,
please contact your broker, dealer or other nominee to effect the tender for
you. If you are the record owner of the Shares and intend to tender your Shares
yourself directly to the Transfer Agent, you should follow the instructions
contained in the Offer to Purchase, and the enclosed Letter of Transmittal,
which must be completed by you.
Neither the Fund nor its Board of Directors is making any recommendation to
any holder of Shares as to whether to tender Shares. Each shareholder is urged
to consult his or her broker or tax adviser before deciding whether to tender
any Shares.
The Fund's NAV on August 6, 1999 was $9.79 per Share. The Fund publishes
its NAV each week in the Wall Street Journal. It appears under the sub-heading
"Loan Participation Funds" within the listings of mutual funds and closed-end
funds. You may also obtain current NAV quotations by calling A I M Fund
Services, Inc., the Fund's Transfer Agent, at (800) 959-4246.
Requests for additional copies of the Offer to Purchase, the Letter of
Transmittal and any other tender offer documents, as well as questions and
requests for assistance may be directed to A I M Fund Services, Inc. at (800)
959-4246.
Sincerely,
/s/ ROBERT H. GRAHAM
ROBERT H. GRAHAM
Chairman of the Board
and President
August 12, 1999
rev 08/99 FLR-LTR-2
<PAGE> 1
EXHIBIT (b)(1)
AIM EQUITY FUNDS, INC.
AIM FUNDS GROUP
AIM INTERNATIONAL FUNDS, INC.
AIM INVESTMENT SECURITIES FUNDS
AIM TAX-EXEMPT FUNDS, INC.
AIM ADVISOR FUNDS, INC.
AIM VARIABLE INSURANCE FUNDS, INC.
AIM GROWTH SERIES
AIM SERIES TRUST
AIM INVESTMENT FUNDS
GT GLOBAL VARIABLE INVESTMENT SERIES
AND
GT GLOBAL VARIABLE INVESTMENT TRUST
ON BEHALF OF EACH SERIES
OF FUNDS NAMED HEREIN,
AS SUCH SERIES MAY BE SUPPLEMENTED
AS HEREIN PROVIDED
AND
AIM SUMMIT FUND, INC.
AND
GT GLOBAL FLOATING RATE FUND, INC.
d/b/a AIM FLOATING RATE FUND
$975,000,000
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of May 28, 1999
THE CHASE MANHATTAN BANK,
as Administrative Agent
STATE STREET BANK AND TRUST COMPANY,
as Operations Agent
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
SECTION 1. DEFINITIONS -2-
1.1 Defined Terms -2-
1.2 Other Definitional Provisions -11-
1.3 Assumptions Regarding Structure -11-
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS -11-
2.1 Commitments -11-
2.2 Procedure for Borrowing -12-
2.3 Commitment Fee: Other Fees -12-
2.4 Termination or Reduction of Commitments -13-
2.5 Repayment of Loans: Evidence of Debt -13-
2.6 Optional and Mandatory Prepayments -14-
2.7 Interest Rates and Payment Dates -15-
2.8 Computation of Interest and Fees -16-
2.9 Inability to Determine Interest Rate -16-
2.10 Pro Rata Treatment and Payments -16-
2.11 Illegality -17-
2.12 Requirements of Law -17-
2.13 Taxes -19-
2.14 Indemnity -20-
2.15 Change of Lending Office -20-
2.16 Swing Line Commitment -21-
2.17 Procedure for Swing Line Borrowing -21-
2.18 Refunding of Swing Line Loans -21-
SECTION 3. REPRESENTATIONS AND WARRANTIES -23-
3.1 Financial Condition -23-
3.2 No Change -23-
3.3 Existence: Compliance with Law -23-
3.4 Power: Authorization: Enforceable Obligations -24-
3.5 No Legal Bar -24-
3.6 No Material Litigation -24-
3.7 No Default -25-
3.8 Ownership of Property: Liens -25-
3.9 No Burdensome Restrictions -25-
3.10 Taxes -25-
3.11 Federal Regulations -25-
3.12 ERISA -26-
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
3.13 Certain Regulations -26-
3.14 Subsidiaries -26-
3.15 Registration of Borrower -26-
3.16 Offering in Compliance with Securities Laws -26-
3.17 Investment Policies -26-
3.18 Permission to Borrow -26-
3.19 Accuracy of Information -26-
3.20 Affiliated Persons -27-
3.21 Year 2000 -27-
SECTION 4. CONDITIONS PRECEDENT -27-
4.1 Conditions to Effectiveness -27-
4.2 Conditions to Each Loan -29-
4.3 Conditions Subsequent -30-
SECTION 5. AFFIRMATIVE COVENANTS -32-
5.1 Financial Statements -32-
5.2 Certificates; Other Information -33-
5.3 Payment of Obligations -34-
5.4 Conduct of Business and Maintenance of Existence -34-
5.5 Maintenance of Property: Insurance -34-
5.6 Inspection of Property: Books and Records Discussions -34-
5.7 Notices -34-
5.8 Purpose of Loans -35-
SECTION 6. NEGATIVE COVENANTS -35-
6.1 Financial Condition Covenant -35-
6.2 Limitation on Indebtedness -36-
6.3 Limitation on Liens -36-
6.4 Limitation on Guarantee Obligations -36-
6.5 Limitation on Fundamental Changes -36-
6.6 Limitation on Distributions -36-
6.7 Limitation on Investments, Loans and Advances -36-
6.8 Limitation on Negative Pledge Clauses -36-
6.9 Limitation on Change of Investment Policies -37-
SECTION 7. EVENTS OF DEFAULT -37-
SECTION 8. THE AGENTS -39-
8.1 Appointment -39-
8.2 Delegation of Duties -39-
8.3 Exculpatory Provisions -40-
8.4 Reliance by Agents -40-
8.5 Notice of Default -40-
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
8.6 Non-Reliance on Agents and Other Lenders -41-
8.7 Indemnification -41-
8.8 Agent in Its Individual Capacity -42-
8.9 Successor Agents -42-
SECTION 9. MISCELLANEOUS -42-
9.1 Amendments and Waivers -42-
9.2 Notices -43-
9.3 No Waiver: Cumulative Remedies -44-
9.4 Survival of Representations and Warranties -44-
9.5 Payment of Expenses and Taxes -44-
9.6 Successors and Assigns: Participations and Assignments -45-
9.7 Adjustments: Set-off -47-
9.8 Counterparts -48-
9.9 Severability -48-
9.10 Integration -48-
9.11 GOVERNING LAW -48-
9.12 Submission To Jurisdiction: Waivers -48-
9.13 Acknowledgements -49-
9.14 WAIVERS OF JURY TRIAL -49-
9.15 Non-Recourse: Business Trust -50-
9.16 Confidentiality -50-
9.17 Reference to and Effect on the Documents -51-
9.18 Eligible Lenders -51-
</TABLE>
EXHIBITS
Exhibit A Form of Note
Exhibit B Form of Assignment and Acceptance
SCHEDULES
Schedule I Funds/Borrowers
Schedule II Commitments, Addresses, Etc.
Schedule III Investment Advisory Agreements
Schedule IV Administration Agreements
Schedule V Custody Agreements
Schedule VI Distribution Agreements; Distribution Plans
<PAGE> 5
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 28,
1999, among AIM Equity Funds, Inc., a Maryland corporation ("AIM Equity Funds"),
AIM Funds Group, a Delaware business trust ("AIM Funds Group"), AIM
International Funds, Inc., a Maryland corporation ("AIM International Funds"),
AIM Investment Securities Funds, a Delaware business trust ("AIM Investment
Securities"), AIM Tax-Exempt Funds, Inc., a Maryland corporation ("AIM
Tax-Exempt"), AIM Advisor Funds, Inc., a Maryland corporation ("AIM Advisor
Funds"), AIM Variable Insurance Funds, Inc., a Maryland corporation ("AIM
Variable Insurance"), AIM Growth Series, a Delaware business trust ("AIM Growth
Series"), AIM Series Trust, a Delaware business trust ("AIM Series Trust"), AIM
Investment Funds, a Delaware business trust ("AIM Investment Funds"), GT Global
Variable Investment Series, a Delaware business trust ("GT Global Series"), GT
Global Variable Investment Trust, a Delaware business trust ("GT Global Trust"),
AIM Summit Fund, Inc., a Maryland corporation ("AIM Summit Fund") and GT Global
Floating Rate Fund, Inc., a Maryland corporation, doing business as AIM Floating
Rate Fund ("AIM Floating Rate") (collectively, the "Funds"), each of which is
executing this agreement on behalf of itself; and, with respect to all Funds
other than AIM Summit Fund and AIM Floating Rate, certain of its respective
investment portfolios set forth beneath such Fund's name on Schedule I attached
hereto, as such Schedule I may be amended and supplemented from time to time to
add certain AIM Equity Funds Additional Borrowers (as defined herein) as
provided in Section 4.3 hereof (each of which investment portfolios, AIM Summit
Fund and AIM Floating Rate is individually, a "Borrower" and collectively, the
"Borrowers"), the several banks and other financial institutions from time to
time parties to this Agreement (the "Lenders"), The Chase Manhattan Bank, a New
York banking corporation, as administrative agent for the Lenders hereunder (in
such capacity, the "Administrative Agent") and State Street Bank and Trust
Company, a Massachusetts trust company, as operations agent for the Lenders
hereunder (in such capacity, the "Operations Agent").
WITNESSETH:
WHEREAS, each of the Funds other than AIM Variable Insurance,
AIM Growth Series, AIM Series Trust, AIM Investment Funds, GT Global Series, GT
Global Trust and AIM Floating Rate entered into that certain Amended and
Restated Credit Agreement dated as of May 1, 1998, with the Lenders and the
Administrative Agent (the "Original Credit Agreement"), which Original Credit
Agreement was amended by that certain First Amendment Agreement dated as of
April 30, 1999, among each of the Funds other than AIM Variable Insurance, AIM
Growth Series, AIM Series Trust, AIM Investment Funds, GT Global Series, GT
Global Trust and AIM Floating Rate, the Lenders and the Administrative Agent
(the "First Amendment"; the Original Credit Agreement as amended by the First
Amendment hereinafter referred to as the "Credit Agreement");
WHEREAS, each Fund is a registered investment company under
the Investment Company Act of 1940;
<PAGE> 6
WHEREAS, the Funds have requested the Lenders on behalf of
each Borrower (other than the AIM Equity Funds Additional Borrowers, as
hereinafter defined) to amend in certain respects, and as so amended, to restate
the Credit Agreement as of the Effective Date (as hereinafter defined) in order
to, among other things, (i) extend the Termination Date (as hereinafter defined)
to May 26, 2000, (ii) add six (6) additional open-end and one (1) additional
closed-end registered investment companies as Funds and certain investment
portfolios as Borrowers, (iii) upon satisfaction of the conditions subsequent
set forth in Section 4.3 hereof; add two additional portfolios of AIM Equity
Funds as Borrowers under the Credit Agreement, (iv) add a Swing Line Commitment
(as defined herein) to the Credit Agreement and (v) modify certain other terms
of the Credit Agreement as set forth below;
WHEREAS, each Fund desires, and each Lender and the
Administrative Agent are willing, on the terms and conditions set forth below,
to modify certain terms of; and restate, the Credit Agreement as hereinafter
provided; and
WHEREAS, each Lender acknowledges that each Borrower shall be
liable hereunder only for the loans made to such Borrower hereunder not
exceeding the amount set forth opposite such Borrower's name on Schedule I
hereto, as such Schedule I may be amended and supplemented from time to time to
add certain AIM Equity Funds Additional Borrowers as provided in Section 4.3
hereof; and interest thereon and for the fees and expenses owed by such Borrower
hereunder;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:
"ABR": for any day, a rate per annum (rounded upwards, if necessary, to
the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on
such day and (b) the Federal Funds Rate in effect on such day plus 1/2 of 1%.
"ABR Loans": Loans the rate of interest applicable to which is based
upon the ABR.
"Administration Agreement": as to each Fund or Borrower, as applicable,
the Administration Agreements set forth on Schedule IV hereto.
"Administrative Agent": The Chase Manhattan Bank, together with its
affiliates other than Chase Bank of Texas, National Association, as the arranger
of the Commitments and as the administrative agent for the Lenders under this
Agreement and the other Loan Documents.
-2-
<PAGE> 7
"Affiliate": affiliated person, as defined in Section 2(a)(3) of the
1940 Act.
"Agent": The Administrative Agent and/or the Operations Agent.
"Agreement": this Amended and Restated Credit Agreement, as amended,
supplemented or otherwise modified from time to time.
"AIM": A I M Advisors, Inc., a Delaware corporation.
"AIM Advisor Funds": as defined in the preamble hereto.
"AIM Equity Funds": as defined in the preamble hereto.
"AIM Equity Funds Additional Borrowers": AIM Growth and Income Fund and
AIM Dent Demographic Trends Fund, which investment portfolios may be added
beneath AIM Equity Funds' name on Schedule I attached hereto in accordance with
Section 4.3 hereof.
"AIM Floating Rate": as defined in the preamble hereto.
"AIM Funds Group": as defined in the preamble hereto.
"AIM Growth Series": as defined in the preamble hereto.
"AIM International Funds": as defined in the preamble hereto.
"AIM Investment Funds": as defined in the preamble hereto.
"AIM Investment Securities": as defined in the preamble hereto.
"AIM Series Trust": as defined in the preamble hereto.
"AIM Summit Fund": as defined in the preamble hereto.
"AIM Tax-Exempt": as defined in the preamble hereto.
"AIM Variable Insurance": as defined in the preamble hereto.
"Applicable Margin": for each type of Loan, the rate per annum set
forth under the relevant column heading below:
Eurodollar Federal Funds
ABR Loans Loans Rate Loans
--------- ---------- -------------
0 0.40 0.40
-3-
<PAGE> 8
"Asset Coverage Ratio": with respect to any Borrower, the ratio which
the value of the Total Assets of such Borrower less all liabilities and
indebtedness not represented by Senior Securities bears to the aggregate amount
of Senior Securities Representing Indebtedness of such Borrower.
"Assignee": as defined in subsection 9.6(c).
"Available Commitment": as to any Lender, an amount equal to the
excess, if any, of (a) the amount of such Lender's Commitment over (b) the
aggregate principal amount of all Loans made by such Lender then outstanding;
collectively, as to all the Lenders, the "Available Commitments".
"Benefitted Lender": as defined in subsection 9.7(a).
"Borrower" and "Borrowers": as defined in the preamble hereto.
"Borrowing Date": any Business Day specified in a notice pursuant to
subsection 2.2 as a date on which a Borrower requests the Lenders to make Loans
hereunder.
"Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks in New York City are authorized or required by law to
close; provided that, when used in connection with a Eurodollar Loan, the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in Dollar deposits in the London interbank market.
"Code": the Internal Revenue Code of 1986, as amended from time to
time.
"Commitment": as to any Lender, the obligation of such Lender to make
Loans to the Borrowers hereunder in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Lender's name
on Schedule II, as such amount may be reduced or increased from time to time in
accordance with the provisions of this Agreement.
"Commitment Percentage": as to any Lender at any time, the percentage
which such Lender's Commitment then constitutes of the aggregate Commitments of
all Lenders (or, at any time after the Commitments shall have expired or
terminated, the percentage which the aggregate principal amount of such Lender's
Loans then outstanding constitutes of the aggregate principal amount of the
Loans then outstanding).
"Commitment Period": the period from and including the date hereof to
but not including the Termination Date.
"Commonly Controlled Entity": an entity, whether or not incorporated,
which is under common control with any Borrower within the meaning of Section
4001 of ERISA or is part of a
-4-
<PAGE> 9
group which includes any Borrower and which is treated as a single employer
under Section 414(b) or 414(c) of the Code.
"Contractual Obligation": as to any Person, any provision of any
security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.
"Custody Agreement": as to each Fund or Borrower, as applicable, the
Custody Agreements set forth on Schedule V hereto.
"Designated Borrower": Any Borrower designated as such on Schedule I
hereto.
"Designated Borrower Asset Coverage Ratio": the percentage stated in
Schedule I hereto for each Designated Borrower.
"Default": any of the events specified in Section 7, whether or not any
requirement for the giving of notice, the lapse of time, or both, or any other
condition, has been satisfied.
"Dollars" and "$": dollars in lawful currency of the United States of
America.
"Distribution Agreement": as to each Fund or Borrower, as applicable,
the Distribution Agreements set forth on Schedule VI hereto.
"Effective Date": the date on which the conditions precedent set forth
in Section 4.1 shall be satisfied.
"ERISA": the Employee Retirement Income Security Act of 1974, as
amended from time to time.
"Eurocurrency Reserve Requirements": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the rates (expressed as
a decimal fraction) of reserve requirements in effect on such day (including,
without limitation, basic, supplemental, marginal and emergency reserves under
any regulations of the Board of Governors of the Federal Reserve System or other
Governmental Authority having jurisdiction with respect thereto) dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to
as "Eurocurrency Liabilities" in Regulation D of the Board of Governors of the
Federal Reserve System) maintained by a member bank of the Federal Reserve
System.
"Eurodollar Base Rate": with respect to each day during the Interest
Period pertaining to a Eurodollar Loan, the rate per annum equal to the rate
that appears with respect to such Interest Period on the Telerate Page 3750 (or
such other page as may replace said page) as of 11:00 A.M., London time, two
Business Days prior to the beginning of such Interest Period (or, if such rate
does not appear on said page, the rate at which the Reference Bank is offered
Dollar
-5-
<PAGE> 10
deposits at or about 11:00 A.M., London time, two Business Days prior to the
beginning of such Interest Period in the London interbank eurodollar market for
delivery on the first day of such Interest Period for the number of days
comprised therein and in an amount comparable to the amount of its Eurodollar
Loan to be outstanding during such Interest Period.
"Eurodollar Loans": Loans the rate of interest applicable to which is
based upon the Eurodollar Rate.
"Eurodollar Rate": with respect to each day during each Interest Period
pertaining to a Eurodollar Loan, a rate per annum determined for such day in
accordance with the following formula (rounded upward to the nearest 1/100th of
1%):
Eurodollar Base Rate
1.00- Eurocurrency Reserve Requirements
"Event of Default": any of the events specified in Section 7, provided
that any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.
"Federal Funds Rate": at the relevant time of reference thereto, the
rate that appears on Telerate Page 5 (or such other page as may replace said
page) as quoted by Garvin Guy Butler as of 1:00 P.M., New York City time as the
"Federal Funds Offered Rate".
"Federal Funds Rate Loans": Loans the rate of interest applicable to
which is based upon the Federal Funds Rate.
"Financing Lease": any lease of property, real or personal, the
obligations of the lessee in respect of which are required in accordance with
GAAP to be capitalized on a balance sheet of the lessee.
"Fund" or "Funds": as defined in the preamble hereto.
"GAAP": generally accepted accounting principles in the United States
of America in effect from time to time.
"Governmental Authority": any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.
"GT Global Series": as defined in the preamble hereto.
"GT Global Trust": as defined in the preamble hereto.
-6-
<PAGE> 11
"Guarantee Obligation": as to any Person (the "guaranteeing person"),
any obligation of (a) the guaranteeing person or (b) another Person (including,
without limitation, any bank under any letter of credit) to induce the creation
of which the guaranteeing person has issued a reimbursement, counterindemnity or
similar obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (A) for the purchase or payment of any such
primary obligation or (B) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit
or collection in the ordinary course of business. The amount of any Guarantee
Obligation of any guaranteeing person shall be deemed to be the lower of (a) an
amount equal to the stated or determinable amount of the primary obligation in
respect of which such Guarantee Obligation is made and (b) the maximum amount
for which such guaranteeing person may be liable pursuant to the terms of the
instrument embodying such Guarantee Obligation, unless such primary obligation
and the maximum amount for which such guaranteeing person may be liable are not
stated or determinable, in which case the amount of such Guarantee Obligation
shall be such guaranteeing person's maximum reasonably anticipated liability in
respect thereof as determined by such guaranteeing person in good faith.
"Indebtedness": of any Person at any date, (a) all indebtedness of such
Person for borrowed money or for the deferred purchase price of property or
services (other than current trade liabilities incurred in the ordinary course
of business and payable in accordance with customary practices), (b) any other
indebtedness of such Person which is evidenced by a note, bond, debenture or
similar debt instrument, (c) all obligations of such Person under Financing
Leases, (d) all obligations of such Person in respect of acceptances (as defined
in Section 3-409 of the UCC) issued or created for the account of such Person
and (e) all liabilities secured by any Lien on any property owned by such Person
even though such Person has not assumed or otherwise become liable for the
payment thereof.
"Interest Payment Date": as to each ABR Loan, the earlier of the last
day of each calendar month and the Termination Date; as to each Federal Funds
Rate Loan, the Maturity Date for such Loan; and as to each Eurodollar Loan, the
earlier of the last day of each Interest Period for such Loan and the
Termination Date.
"Interest Period": with respect to a Eurodollar Loan, the period
commencing on the Borrowing Date with respect to such Eurodollar Loan and ending
one month thereafter, provided that:
-7-
<PAGE> 12
(1) If any Interest Period pertaining to a Eurodollar Loan
would otherwise end on a day that is not a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless the
result of such extension would be to carry such Interest Period into
another calendar month in which event such Interest Period shall end on
the immediately preceding Business Day;
(2) any Interest Period that would otherwise extend beyond the
Termination Date shall end on the Termination Date; and
(3) any Interest Period pertaining to a Eurodollar Loan that
begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day
of a calendar month.
"Investment Advisory Agreement": as to each Fund or Borrower, as
applicable, the Investment Advisory Agreements set forth on Schedule III hereto.
"Investment Policies": as to each Borrower, the fundamental investment
objectives and policies for, and limits and restrictions on, investing by such
Borrower set forth in such Borrower's Prospectus.
"Lenders": as defined in the preamble hereto.
"Lien": any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional sale or other title retention agreement and any Financing Lease
having substantially the same economic effect as any of the foregoing).
"Loan": as defined in subsection 2.1(a).
"Loan Documents": this Agreement and the Notes.
"Majority Lenders": at any time, Lenders the Commitment Percentages of
which aggregate more than 50%.
"Material Adverse Effect": a material adverse effect on (a) the
business, operations, property, financial condition of a Borrower or (b) the
validity or enforceability of this or any of the other Loan Documents or the
rights or remedies of the Agents or the Lenders hereunder or thereunder with
respect to a Borrower.
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"Maturity Date": as to each Loan, the date which is the earlier of (a)
thirty days after the Borrowing Date for such Loan and (b) the Termination Date;
provided, that if such date falls on a day that is not a Business Day, the
Maturity Date shall be the next preceding Business Day.
"1940 Act": the Investment Company Act of 1940, as amended, together
with all rules and regulations promulgated from time to time thereunder.
"Non-Excluded Taxes": as defined in subsection 2.13.
"Non-Recourse Person": as defined in subsection 9.15.
"Note": as defined in subsection 2.5(e).
"Operations Agent": State Street Bank and Trust Company, together with
its affiliates, as the operations agent for the Lenders under this Agreement and
the other Loan Documents.
"Participant": as defined in subsection 9.6 (b).
"Person": an individual, partnership, corporation, business trust,
joint stock company, trust, unincorporated association, joint venture,
Governmental Authority or other entity of whatever nature.
"Plan": at a particular time, any employee benefit plan-covered by
ERISA which any Fund or any Borrower maintains.
"Prime Rate": the rate of interest per annum publicly announced from
time to time by the Operations Agent as its prime rate in effect at its
principal office in New York City (the Prime Rate not being intended to be the
lowest rate of interest charged by State Street in connection with extensions of
credit to debtors); each change in the Prime Rate to be effective from and
including the date such change is publicly announced as being effective.
"Prospectus": as to each Borrower, shall mean the currently effective
prospectus and statement of additional information filed with the Securities and
Exchange Commission.
"Reference Bank": State Street.
"Refunded Swing Line Loans": as defined in Section 2.18(a) hereof.
"Register" as defined in subsection 9.6(d).
"Regulation U": Regulation U of the Board of Governors of the Federal
Reserve System as in effect from time to time.
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"Required Lenders" at any time, Lenders the Commitment Percentages of
which aggregate at least 66-2/3%.
"Requirement of Law": as to any Person, the articles or certificate of
incorporation, declaration of trust, by-laws, partnership agreement, or other
organizational or governing documents of such Person, and any law, treaty, rule
or regulation or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.
"Responsible Officer": the chairman, president or any vice president of
a Fund or, with respect to financial matters, the chief financial officer or the
treasurer of a Fund.
"Senior Securities": any bond, debenture, note, or similar obligation
or instrument constituting a security and evidencing indebtedness, and any stock
of a class having priority over any other class as to distribution of assets or
payment of dividends.
"Senior Securities Representing Indebtedness": Senior Securities other
than stock.
"State Street": State Street Bank and Trust Company, a Massachusetts
trust company.
"Subsidiary": as to any Person, a corporation, partnership or other
entity (a) the accounts of which would be consolidated with those of such Person
in such Person's consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date or (b) of which shares of
stock or other ownership interests having ordinary voting power (other than
stock or such other ownership interests having such power only by reason of the
happening of a contingency) to elect a majority of the board of directors or
other managers of such corporation, partnership or other entity are at the time
owned, or the management of which is otherwise controlled, directly or
indirectly through one or more intermediaries, or both, by such Person.
"Swing Line Commitment": the obligation of the Swing Line Lender to
make Swing Line Loans pursuant to Section 2.16 in an aggregate principal amount
at any one time outstanding not to exceed the amount set forth opposite the
Swing Line Lender's name on Schedule II hereto.
"Swing Line Lender": State Street.
"Swing Line Loans": as defined in Section 2.16.
"Swing Line Participation Amount": as defined in Section 2.18(c)
hereof.
"Termination Date": the date which is 364 days following the Effective
Date, or such earlier date on which the Commitments shall terminate as provided
herein.
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"Total Assets": at any time, all assets of a Borrower which in
accordance with GAAP would be classified as assets on a balance sheet of such
Borrower prepared as of such time.
"Transferee": as defined in subsection 9.6(f).
"UCC": the New York Uniform Commercial Code as from time to time in
effect.
"Unrefunded Swing Line Loans": as defined in Section 2.15(c) hereof.
1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in any Notes or any certificate or other document made or
delivered pursuant hereto.
(b) As used herein and in any Notes, and any certificate or
other document made or delivered pursuant hereto, accounting terms relating to
any Borrower not defined in subsection 1.1 and accounting terms partly defined
in subsection 1.1, to the extent not defined, shall have the respective meanings
given to them under GAAP.
(c) The words "hereof", "herein", and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.
(d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.
1.3 Assumptions Regarding Structure. For the sake of clarity
and construction, the parties hereto hereby set forth their acknowledgment and
agreement that, except for AIM Summit Fund and AIM Floating Rate, the Borrowers
under this Agreement are separate portfolios of each of the Funds and as such
are not separately existing legal entities entitled to enter into contractual
agreements or to execute instruments and for these reasons, each Fund, except
for AIM Summit Fund and AIM Floating Rate, is executing this Agreement and each
respective Note on behalf of its portfolios, as Borrowers, and that such
portfolios will utilize the Loans thus made on their behalf. Unless otherwise
noted herein, no Fund shall make any designation, provide any notice or take any
other action on behalf of any Borrower unless such Borrower is an investment
portfolio of the Fund.
SECTION 2. AMOUNT AND TERMS OF COMMITMENTS
2.1 Commitments. (a) Subject to the terms and conditions
hereof; each Lender severally agrees to make revolving credit loans ("Loans") to
each Borrower, from time to
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time during the Commitment Period in an aggregate principal amount outstanding
at any one time not to exceed the amount of such Lender's Commitment. During the
Commitment Period, a Borrower may use the Commitments available to it by
borrowing, prepaying Loans in whole or in part, and reborrowing, all in
accordance with the terms and conditions hereof.
(b) The Loans may from time to time be (i) Eurodollar Loans,
(ii) ABR Loans, (iii) Federal Funds Rate Loans or (iv) a combination thereof; as
determined by a Borrower and notified to the Operations Agent in accordance with
subsection 2.2, provided that no Loan shall be made as a Eurodollar Loan after
the day that is one month prior to the Termination Date.
2.2 Procedure for Borrowing. A Borrower may borrow under the
Commitments during the Commitment Period on any Business Day, provided that the
appropriate Fund on behalf of such Borrower shall give the Operations Agent
irrevocable notice (which notice must be received by the Operations Agent prior
to 1:00 P.M., New York City time on the requested Borrowing Date with respect to
ABR Loans and Federal Funds Rate Loans and on the date three Business Days prior
to the Borrowing Date with respect to Eurodollar Loans) specifying (i) the
Borrower, (ii) the amount to be borrowed, (iii) the requested Borrowing Date,
(iv) subject to subsection 2.1(b), whether the borrowing is to be of Eurodollar
Loans, ABR Loans, Federal Funds Rate Loans or a combination thereof and (v) the
Maturity Date for the borrowing. The aggregate amount of all borrowings by the
Borrowers under the Commitments on any Borrowing Date shall be in an amount
equal to (x) in the case of Federal Funds Rate Loans or Eurodollar Loans,
$5,000,000 or a whole multiple of $500,000 in excess thereof (or, if the then
Available Commitments are less than $5,000,000, such lesser amount), and (y) in
the case of ABR Loans, $1,000,000 or a whole multiple of $500,000 in excess
thereof (or, if the then Available Commitments are less than $1,000,000, such
lesser amount). Upon receipt of any such notice from the appropriate Fund on
behalf of a Borrower, the Operations Agent shall promptly notify each Lender
thereof. Each Lender will make the amount of its pro rata share of each
borrowing available to the Operations Agent for the account of such Borrower at
the office of the Operations Agent specified in subsection 9.2 prior to 2:00
P.M., New York City time, on the Borrowing Date requested by such Borrower in
funds immediately available to the Operations Agent. Such borrowing will then be
made available to such Borrower by the Operations Agent crediting the account of
the appropriate Borrower on the books of such office with the aggregate of the
amounts made available to the Operations Agent by the Lenders and in like funds
as received by the Operations Agent; provided that if, on the Borrowing Date of
any Loans of a Borrower, any Swing Line Loans to such Borrower shall be
outstanding, the proceeds of such Loans to such Borrower shall first be applied
to pay in full such Swing Line Loans, with any remaining proceeds to be made
available to such Borrower as provided above.
2.3 Commitment Fee: Other Fees. (a) Each Borrower severally
agrees to pay to the Operations Agent for the account of each Lender such
Borrower's pro rata portion (as allocated by AIM in its reasonable discretion)
of the commitment fee for the Commitment Period, computed at the rate of 0.09 of
1% per annum, in each case on the average daily amount
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<PAGE> 17
of the Available Commitment of such Lender during the period for which payment
is made, payable quarterly in arrears on the 15th day of each April, July,
October and January, and on the Termination Date or such earlier date as the
Commitments shall terminate as provided herein, commencing on the first of such
dates to occur after the date hereof. Solely for the purpose of calculating the
commitment fee, Swing Line Loans will not be deemed a utilization of the
Commitments of all Lenders.
(b) Each Borrower severally agrees to pay the Agents for the
accounts of the respective Agents the fees separately to agreed to. Such fees
shall be allocated by AIM in its reasonable discretion among the Borrowers
according to each Borrower's pro rata portion of such fees.
2.4 Termination or Reduction of Commitments. (a) Each Borrower
shall have the right, upon not less than three Business Days' notice to the
Administrative Agent by the appropriate Fund on behalf of such Borrower, to
terminate the Commitments with respect to such Borrower. All Borrowers, acting
together, shall have the right, upon not less than three Business Days' notice
to the Administrative Agent by all of the appropriate Funds, from time to time,
to terminate or reduce the amount of the Commitments. Any such reduction shall
be in an aggregate amount equal to $1,000,000 or a whole multiple of $1,000,000
in excess thereof. To the extent, if any, that the amount of the Loans then
outstanding exceeds the amount of the Commitments as then reduced, the Borrowers
shall be required to make a prepayment of a portion of the Loans then
outstanding equal to such excess amount. Any such termination of the Commitments
of a Borrower or of all Borrowers shall be irrevocable and shall be accompanied
by prepayment in full of the Loans of such Borrower or Borrowers then
outstanding.
(b) Interest accrued on the amount of any partial prepayment
pursuant to this subsection 2.4 to the date of such partial prepayment, together
with any amounts owing pursuant to Section 2.14, shall be paid on the date of
such partial prepayment. In the case of the termination of the Commitments,
interest accrued on the amount of any prepayment relating thereto, together with
any amounts owing pursuant to Section 2.14, and any unpaid commitment fee
accrued hereunder shall be paid on the date of such termination.
2.5 Repayment of Loans: Evidence of Debt. (a) Each Borrower
hereby severally unconditionally promises to pay to the Operations Agent for the
account of each Lender the then unpaid principal amount of each Loan of such
Lender to such Borrower on the Maturity Date for such Loan (or such earlier date
on which the Loans become due and payable pursuant to Section 7). Each Borrower
hereby further severally agrees to pay interest on the unpaid principal amount
of the Loans to such Borrower from time to time outstanding from the date hereof
until payment in full thereof at the rates per annum, and on the dates, set
forth in subsection 2.7.
(b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of each Borrower to such
Lender resulting from
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each Loan of such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time under this
Agreement.
(c) The Operations Agent shall maintain the Register pursuant
to subsection 9.6 (d) (with a copy, as requested to the Administrative Agent),
and a subaccount therein for each Lender, in which shall be recorded (i) the
amount of each Loan made hereunder, (ii) the amount of any principal or interest
due and payable or to become due and payable from each Borrower to each Lender
hereunder and (iii) both the amount of any sum received by the Operations Agent
hereunder from each Borrower and each Lender's share thereof.
(d) The entries made in the Register and the accounts of each
Lender maintained pursuant to subsection 2.5(b) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded, provided, however, that the
failure of any Lender or the Operations Agent to maintain the Register or any
such account, or any error therein, shall not in any manner affect the
obligation of any Borrower to repay (with applicable interest) the Loans made to
such Borrower by such Lender in accordance with the terms of this Agreement.
(e) Each Fund agrees that, upon request to the Administrative
Agent, by any Lender, such Fund will execute and deliver to such Lender a
promissory note of the Fund on its own behalf or on behalf of a Borrower (as
applicable) evidencing the Loans of such Lender to such Borrower, substantially
in the form of Exhibit A with appropriate insertions as to date and principal
amount (a "Note").
(f) The obligations of each Borrower under its Notes shall be
several and not joint. Notwithstanding anything to the contrary contained in
this Agreement, the parties hereto acknowledge and agree that the sole source of
payment of the obligations of each Borrower hereunder, including, without
limitation, the principal of and interest on each Loan made hereunder to any
Borrower, the fees payable pursuant to Section 2.3 and any other amounts payable
hereunder shall be such Borrower and the revenues and assets of such Borrower,
and not the revenues and assets of any other Borrower or the revenues and assets
of the Fund issuing shares representing an interest in such Borrower (except to
the extent of such Borrower) or the revenues and assets of AIM or any of its
Affiliates (other than such Borrower).
2.6 Optional and Mandatory Prepayments. (a) Each Borrower may
at any time prepay the Loans made to it, in whole or in part, without premium or
penalty, provided that the appropriate Fund on behalf of such Borrower shall
give the Operations Agent irrevocable notice (which notice must be received by
the Operations Agent prior to 1:00 P.M. New York City time on the prepayment
date with respect to ABR Loans and Federal Funds Rate Loans and on the date
three Business Days prior to the prepayment date with respect to Eurodollar
Loans), specifying the date and amount of prepayment. Upon receipt of any such
notice the Operations Agent shall promptly notify each Lender thereof. If any
such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with
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accrued interest on the amount prepaid and any amounts payable pursuant to
subsection 2.14. Optional partial prepayments shall be in an aggregate principal
amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof.
(b) If at any time and from time to time, either (i) for each
Borrower other than a Designated Borrower, the Asset Coverage Ratio for such
Borrower shall be less than 3 to 1 or (ii) for any Designated Borrower, the
Asset Coverage Ratio for such Designated Borrower shall be less than the
Designated Borrower Asset Coverage Ratio for such Designated Borrower, such
Borrower or Designated Borrower, as applicable, shall immediately repay the
Loans to such Borrower or Designated Borrower, as applicable, together with
accrued interest on the amount prepaid and any amounts payable pursuant to
subsection 2.14, to the extent necessary to ensure that the Asset Coverage Ratio
of such Borrower or Designated Borrower, as applicable, is not less than 3 to 1,
in the case of each Borrower other than a Designated Borrower, or is not less
than the Designated Borrower Asset Coverage Ratio, in the case of each
Designated Borrower.
(c) if at any time and from time to time, the aggregate amount
of Loans made to a Borrower then outstanding exceeds the borrowing limits
provided in such Borrowers Prospectus or under the 1940 Act, such Borrower shall
immediately prepay such Loans to the extent necessary to ensure that the
aggregate amount of Loans made to such Borrower then outstanding does not exceed
such limits, together with accrued interest on the amount prepaid and any
amounts payable pursuant to subsection 2.14.
2.7 Interest Rates and Payment Dates. (a) Each Eurodollar Loan
shall bear interest for each day during the Interest Period with respect thereto
at a rate per annum equal to the Eurodollar Rate determined for such day plus
the Applicable Margin.
(b) Each ABR Loan shall bear interest at a rate per annum
equal to the ABR plus the Applicable Margin.
(c) Each Federal Funds Rate Loan shall bear interest at a rate
per annum equal to the Federal Funds Rate plus the Applicable Margin.
(d) If all or a portion of (i) the principal amount of any
Loan, (ii) any interest payable thereon or (iii) any commitment fee or other
amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), such overdue amount shall bear interest
at a rate per annum which is (x) in the case of overdue principal, the rate that
would otherwise be applicable thereto pursuant to the foregoing provisions of
this subsection plus 2% per annum or (y) in the case of overdue interest,
commitment fee or other amount, the rate described in paragraph (c) of this
subsection plus 2% per annum, in each case from the date of such non-payment
until such amount is paid in full (as well after as before judgment).
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(e) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (d) of this
subsection shall be payable from time to time on demand.
2.8 Computation of Interest and Fees. (a) Commitment fees and
interest shall be calculated on the basis of a 360-day year for the actual days
elapsed, except that in the case of ABR Loans based on the Prime Rate interest
shall be calculated on the basis of a 365- or 366-day year, as applicable, for
the actual days elapsed. Any change in the interest rate on a Loan resulting
from a change in either the Prime Rate or in the Federal Funds Rate shall become
effective as of the opening of business on the day on which such change becomes
effective. The Operations Agent shall as soon as practicable notify the Borrower
and the Lenders of the effective date and the amount of each such change in
interest rate.
(b) Each determination of an interest rate by the Operations
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on each Borrower and the Lenders in the absence of manifest error.
2.9 Inability to Determine Interest Rate. If on a Borrowing
Date:
(a) the Operations Agent shall have determined (which
determination shall be conclusive and binding upon the Borrowers) that,
by reason of circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining the Eurodollar Rate for
such Interest Period, or
(b) the Operations Agent shall have received notice from the
Majority Lenders that the Eurodollar Rate determined or to be
determined for such Interest Period will not adequately and fairly
reflect the cost to such Lenders (as conclusively certified by such
Lenders) of making or maintaining their affected Loans during such
Interest Period,
the Operations Agent shall give telecopy or telephonic notice thereof to the
Borrowers and the Lenders as soon as practicable thereafter. If such notice is
given, any Eurodollar Loans requested to be made shall be made as Federal Funds
Rate Loans. Until such notice has been withdrawn by the Operations Agent, no
further Eurodollar Loans shall be made.
2.10 Pro Rata Treatment and Payments. (a) Each borrowing by a
Borrower from the Lenders hereunder, each payment by a Borrower on account of
any commitment fee hereunder and any reduction of the Commitments of the
Lenders, shall be made pro rata according to the respective Commitment
Percentages of the Lenders. Each payment (including each prepayment) by a
Borrower on account of principal of and interest on the Loans shall be made pro
rata according to the respective outstanding principal amounts of the Loans of
such Borrower then held by the Lenders. All payments (including prepayments) to
be made by a Borrower hereunder, whether on account of principal, interest, fees
or otherwise, shall be made
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without set off or counterclaim and shall be made prior to 2:00 P.M., New York
City time, on the due date thereof to the Operations Agent, for the account of
the Lenders or the Swing Line Lender, as the case may be, at the Operations
Agent's office specified in subsection 9.2, in Dollars and in immediately
available funds. The Operations Agent shall distribute such payments to the
Lenders or the Swing Line Lender, as the case may be, promptly upon receipt in
like funds as received. If any payment hereunder becomes due and payable on a
day other than a Business Day, such payment due date shall be extended to the
next succeeding Business Day, and, with respect to payments of principal,
interest thereon shall be payable at the then applicable rate during such
extension.
(b) Unless the Operations Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its Commitment Percentage of such borrowing
available to the Operations Agent, the Operations Agent may assume that such
Lender is making such amount available to the Operations Agent, and the
Operations Agent may, in reliance upon such assumption, make available to the
appropriate Fund on behalf of the requesting Borrower a corresponding amount. If
such amount is not made available to the Operations Agent by the required time
on the Borrowing Date therefor, such Lender shall pay to the Operations Agent,
on demand, such amount with interest thereon at a rate equal to the Federal
Funds Rate for the period until such Lender makes such amount immediately
available to the Operations Agent. A certificate of the Operations Agent
submitted to any Lender with respect to any amounts owing under this subsection
shall be conclusive in the absence of manifest error. If such Lender's
Commitment Percentage of such borrowing is not made available to the Operations
Agent by such Lender within three Business Days of such Borrowing Date, the
Operations Agent shall also be entitled to recover such amount with interest
thereon at the rate per annum applicable to Federal Funds Rate Loans hereunder,
on demand, from the relevant Borrower.
2.11 Illegality. Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans shall forthwith be
canceled and (b) such Lender's Loans then outstanding as Eurodollar Loans, if
any, shall be converted automatically to Federal Funds Rate Loans on such date
as required by law. If any such conversion of a Eurodollar Loan occurs on a day
which is not the last day of the then current Interest Period with respect
thereto, the Borrower shall pay to such Lender such amounts, if any, as may be
required pursuant to subsection 2.14 as if such Eurodollar Loans had been
prepaid.
2.12 Requirements of Law. (a) If the adoption of or any change
in any Requirement of Law (other than changes to a Lender's articles or
certificate of incorporation, bylaws or other organizational documents) or in
the interpretation or application thereof or compliance by any Lender with any
directive from any central bank or other Governmental Authority made subsequent
to the date hereof:
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<PAGE> 22
(i) shall subject any Lender to any tax of any kind whatsoever
with respect to this Agreement, any Note or any Eurodollar Loan by it,
or change the basis of taxation of payments to such Lender in respect
thereof (except for Non-Excluded Taxes covered by subsection 2.13 and
changes in the rate of tax on the overall net income of such Lender);
(ii) shall impose, modify or hold applicable any reserve,
special deposit, compulsory loan or similar requirement against assets
held by, deposits or other liabilities in or for the account of;
advances, loans or other extensions of credit by, or any other
acquisition of funds by, any office of such Lender which is not
otherwise included in the determination of the Eurodollar Rate
hereunder; or
(iii) shall impose on such Lender any other condition;
and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender reasonably deems to be material, of making or
maintaining Eurodollar Loans or to reduce any amount receivable hereunder in
respect thereof by an amount which such Lender reasonably deems to be material,
then, in any such case, each Borrower shall promptly pay such Lender such
additional amount or amounts as will compensate such Lender for such increased
cost or reduced amount receivable with respect to such Borrower's Loans.
(b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation's capital as a
consequence of its obligations hereunder to a level below that which such Lender
or such corporation could have achieved but for such adoption, change or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) by an amount deemed by such Lender to
be material, then from time to time, each Borrower shall promptly pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction with respect to such Borrower's Loans.
(c) If any Lender becomes entitled to claim any additional
amounts pursuant to this subsection, it shall promptly notify the Borrowers
(with a copy to the Administrative Agent) of the event by reason of which it has
become so entitled. A certificate as to any additional amounts payable pursuant
to this subsection submitted by such Lender to the Borrowers (with a copy to the
Administrative Agent) shall be conclusive in the absence of manifest error. The
agreements in this subsection shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.
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2.13 Taxes. (a) All payments made by any Borrower under this
Agreement and any Notes shall be made free and clear of; and without deduction
or withholding for or on account of; any present or future income, stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or withholdings,
now or hereafter imposed, levied, collected, withheld or assessed by any
Governmental Authority, excluding net income taxes and franchise taxes (imposed
in lieu of net income taxes) imposed on the Agents or any Lender as a result of
a present or former connection between the Agents or such Lender and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Agents or such Lender having executed,
delivered or performed its obligations or received a payment under, or enforced,
this Agreement or any Note). If any such non-excluded taxes, levies, imposts,
duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are
required to be withheld from any amounts payable to the Operations Agent or any
Lender hereunder or under any Note, the amounts so payable to the Operations
Agent or such Lender shall be increased to the extent necessary to yield to the
Operations Agent or such Lender (after payment of all Non-Excluded Taxes)
interest or any such other amounts payable hereunder at the rates or in the
amounts specified in this Agreement, provided, however, that a Borrower shall
not be required to increase any such amounts payable to any Lender that is not
organized under the laws of the United States of America or a state thereof if
such Lender fails to comply with the requirements of paragraph (b) of this
subsection. Whenever any Non-Excluded Taxes are payable by a Borrower, as
promptly as possible thereafter such Borrower shall send to the Administrative
Agent for its own account or for the account of such Lender, as the case may be,
a certified copy of an original official receipt received by such Borrower
showing payment thereof. If a Borrower fails to pay any Non-Excluded Taxes when
due to the appropriate taxing authority or fails to remit to the Administrative
Agent the required receipts or other required documentary evidence, such
Borrower shall indemnify the Operations Agent and the Lenders for any
Non-Excluded Taxes paid by the Operations Agent or any Lender and for any
incremental taxes, interest or penalties that may become payable by the
Operations Agent or any Lender as a result of any such failure. The agreements
in this subsection shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.
(b) Each Lender that is not incorporated under the laws of the
United States of America or a state thereof shall:
(i) deliver to the Funds and the Operations Agent two duly
completed copies of (A) United States Internal Revenue Service Form
1001 or 4224, or successor applicable form, as the case may be, and (B)
Internal Revenue Service Form W-9 or both Internal Revenue Service
Forms W-8 and W-9, or successor applicable form, as the case may be;
(ii) deliver to the Funds and the Operations Agent two further
copies of any such form or certification on or before the date that any
such form or certification expires
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<PAGE> 24
or becomes obsolete and after the occurrence of any event requiring a
change in the most recent form previously delivered by it to the Funds;
and
(iii) obtain such extensions of time for filing and complete
such forms or certifications as may reasonably be requested by the
Funds or the Agents;
unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Funds and the Agents.
Such Lender shall certify (A) in the case of a Form 1001 or 4224, that it is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes and (B) in the case of
Forms W-8 and W-9, that it is entitled to an exemption from United States backup
withholding tax. Each Person that shall become a Lender or a Participant
pursuant to subsection 9.6 shall, upon the effectiveness of the related
transfer, be required to provide all of the forms and statements required
pursuant to this subsection, provided that in the case of a Participant such
Participant shall furnish all such required forms and statements to the Lender
from which the related participation shall have been purchased.
2.14 Indemnity. Each Borrower severally agrees to indemnify
each Lender and to hold each Lender harmless from any loss or expense which such
Lender may sustain or incur as a consequence of (a) default by such Borrower in
making a borrowing of Eurodollar Loans after the Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by the Borrower in making any prepayment after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (c) the
making of a prepayment of Eurodollar Loans on a day which is not the last day of
an Interest Period with respect thereto. Such indemnification may include an
amount equal to the excess, if any, of (i) the amount of interest which would
have accrued on the amount so prepaid, or not so borrowed, for the period from
the date of such prepayment or of such failure to borrow to the last day of such
Interest Period (or, in the case of a failure to borrow, the Interest Period
that would have commenced on the date of such failure) in each case at the
applicable rate of interest for such Loans provided for herein (excluding,
however, the Applicable Margin included therein, if any) over (ii) the amount of
interest (as reasonably determined by such Lender) which would have accrued to
such Lender on such amount by placing such amount on deposit for a comparable
period with leading banks in the interbank eurodollar market. This covenant
shall survive for twenty-four months after the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.
2.15 Change of Lending Office. Each Lender agrees that if it
makes any demand for payment under subsection 2.12 or 2.13, it will use its best
efforts (consistent with its internal policy and legal and regulatory
restrictions and so long as such efforts would not be disadvantageous to it, as
determined in its sole discretion) to designate a different lending office
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<PAGE> 25
if the making of such a designation would reduce or obviate the need for a
Borrower to make payments under subsection 2.12 or 2.13.
2.16 Swing Line Commitment: Subject to the terms and
conditions hereof; the Swing Line Lender agrees to make available to each
Borrower a portion of the credit otherwise available under the Commitments from
time to time during the Commitment Period by making swing line loans ("Swing
Line Loans") to such Borrower in an aggregate principal amount not to exceed at
any one time outstanding the Swing Line Commitment; provided, however, that the
Swing Line Loans outstanding at any time, when aggregated with the Swing Line
Lender's other outstanding Loans hereunder, may not exceed the Swing Line
Lender's Commitment then in effect; and provided, further however, that on the
date of the making of any Swing Line Loan and while any Swing Line Loan is
outstanding, the sum of the aggregate principal amount of all outstanding Loans
and Swing Line Loans shall not exceed the total Commitments (less the Commitment
of any non-funding Lender referred to in Section 2.10(b)). During the Commitment
Period applicable to each Borrower, such Borrower may use the Swing Line
Commitment by borrowing, repaying and reborrowing, all in accordance with the
terms and conditions hereof. Each Swing Line Loan shall bear interest at a rate
per annum equal to the Federal Funds Rate plus the Applicable Margin.
2.17 Procedure for Swing Line Borrowing. Whenever a Borrower
desires that the Swing Line Lender make Swing Line Loans under Section 2.16, the
Borrower (or the Fund of which it is an investment portfolio) shall give the
Swing Line Lender irrevocable telephonic notice confirmed promptly in writing
(which telephonic notice must be received by the Swing Line Lender not later
than 4:00 P.M., New York City time, on the proposed Borrowing Date), specifying
the amount of each requested Swing Line Loan. Each borrowing under the Swing
Line Commitment shall be in an amount equal to $100,000 or an integral multiple
of $50,000 in excess thereof. Upon receipt of any such notice from a Borrower
(or the Fund on its behalf), the Swing Line Lender shall promptly notify the
Operations Agent thereof. The Swing Line Lender shall make the amount of such
borrowing available to the Borrower prior to 5:00 P.M., New York City time, on
the Borrowing Date requested by such Borrower. The proceeds of such Swing Line
Loan will then be made available to such Borrower on such Borrowing Date by the
Swing Line Lender transferring by wire or book entry to the appropriate
custodian of and for the account of such Borrower such Swing Line Loan in
immediately available funds.
2.18 Refunding of Swing Line Loans. (a) The Operations Agent,
on the seventh day (or if such day is not a Business Day, the next Business Day
following the seventh day) after the Borrowing Date with respect to any Swing
Line Loans to a Borrower shall, on behalf of such Borrower (and each Borrower
hereby irrevocably directs the Operations Agent to so act on its behalf and with
respect to such Borrower), upon notice given by the Operations Agent no later
than 1:00 P.M., New York City time, on the relevant refunding date, request each
Lender to make, and each Lender hereby agrees to make, a Loan to such Borrower,
at the rate applicable to the Swing Line Loans of such Borrower in an amount
equal to such Lender's Commitment Percentage of the amount of such Swing Line
Loans of such Borrower (the "Refunded Swing
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<PAGE> 26
Line Loans") outstanding on the date of such notice, to repay the Swing Line
Lender. Each Lender shall make the amount of such Loan available to the
Operations Agent at its office set forth in Section 9.2 in immediately available
funds, no later than 3:00 P.M., New York City time, on the date of such notice.
The proceeds of such Loans shall be distributed by the Operations Agent to the
Swing Line Lender and immediately applied by the Swing Line Lender to repay the
Refunded Swing Line Loans. Effective on the day such Loans are made, the portion
of the Swing Line Loans so paid shall no longer be outstanding as Swing Line
Loans.
(b) The making of any Swing Line Loan hereunder at the request
of a Borrower shall be subject to the satisfaction of the applicable conditions
precedent thereto set forth in Section 4.2 (unless otherwise waived in
accordance with Section 9.1) and with respect to the determination under Section
4.2(c) as to whether a Default or Event of Default shall have occurred with
respect to the requesting Borrower on the date of a request, the Swing Line
Lender shall be entitled to rely on, and shall not be obligated to make a Swing
Line Loan if it has received, a notice of the occurrence of any Default or Event
of Default with respect to the requesting Borrower.
(c) If prior to the making of a Loan to a Borrower pursuant to
Section 2.18(a) one of the events described in paragraph (e) of Section 7 shall
have occurred with respect to such Borrower, each Lender severally,
unconditionally and irrevocably agrees that it shall purchase a participating
interest in the applicable Swing Line Loans ("Unrefunded Swing Line Loans") in
an amount equal to the amount of Loans which would otherwise have been made by
such Lender pursuant to Section 2.18(a). Each Lender will immediately transfer
to the Operations Agent, in immediately available funds, the amount of its
participation (the "Swing Line Participation Amount") and the proceeds of such
participation shall be distributed by the Operations Agent to the Swing Line
Lender in such amount as will reduce the amount of the participating interest
retained by the Swing Line Lender in its Swing Line Loans to the amount of the
Loans which were to have been made by it pursuant to Section 2.18(a).
(d) Whenever, at any time after the Swing Line Lender has
received from any Lender such Lender's Swing Line Participation Amount, the
Swing Line Lender receives any payment on account of the Swing Line Loans, the
Swing Line Lender will distribute to such Lender its Swing Line Participation
Amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender's participating interest was outstanding
and funded and, in the case of principal and interest payments, to reflect such
Lender's pro rata portion of such payment if such payment is not sufficient to
pay the principal of and interest on all Swing Line Loans then due); provided,
however, that in the event that such payment received by the Swing Line Lender
is required to be returned, such Lender will return to the Swing Line Lender any
portion thereof previously distributed to it by the Swing Line Lender.
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<PAGE> 27
(e) Each Lender's obligation to make the Loans referred to in
Section 2.18(a) and to purchase participating interests pursuant to Section
2.18(c) shall, subject to clause (ii) below, be absolute, irrevocable and
unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any setoff; counterclaim, recoupment, defense or other right
which such Lender may have against the Swing Line Lender or any other Person for
any reason whatsoever; (ii) the occurrence or continuance of a Default or an
Event of Default (unless the Swing Line Lender shall have received notice of the
occurrence of a Default or Event of Default with respect to the requesting
Borrower that has not been waived or cured prior to the making of any Swing Line
Loan hereunder) or the failure to satisfy any of the other conditions specified
in Section 4; (iii) any adverse change in the condition (financial or otherwise)
of any Borrower; (iv) any breach of this Agreement or any other Loan Document by
any Borrower or any Lender; or (v) any other circumstance, happening or event
whatsoever, whether or not similar to any of the foregoing.
SECTION 3. REPRESENTATIONS AND WARRANTIES
To induce the Agents and the Lenders to enter into this
Agreement and to make the Loans, each Fund, on behalf of itself and on behalf of
each investment portfolio thereof which is a Borrower, represents and warrants
to the Agents and each Lender that on the date of this Agreement or on the date
of any borrowing, as applicable, (it being agreed that each Fund represents and
warrants only to matters with respect to itself and each investment portfolio
thereof which is a Borrower):
3.1 Financial Condition. The statement of assets and
liabilities as of the Borrower's most recently ended fiscal year for which
annual reports have been prepared and the related statements of operations and
of changes in net assets for the fiscal year ended on such date, copies of which
financial statements, certified by the independent public accountants for such
Borrower, have heretofore been delivered to each Lender, fairly present, in all
material respects, the financial position of such Borrower as of such date and
the results of its operations for such period, in conformity with GAAP.
3.2 No Change. Since the date of the statement of assets and
liabilities for the most recently ended fiscal year for which annual reports
have been prepared for the Borrower, there has been no development or event
which has had or could reasonably be expected to have a Material Adverse Effect
with respect to such Borrower.
3.3 Existence: Compliance with Law. Such Fund (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has the corporate power and authority as
to AIM Equity Funds, AIM International Funds, AIM Tax-Exempt, AIM Advisor Funds,
AIM Variable Insurance, AIM Summit Fund and AIM Floating Rate, and trust power
and authority as to AIM Funds Group, AIM Investment Securities, AIM Growth
Series, AIM Series Trust, AIM Investment Funds, GT Global Series and GT Global
Trust, and the legal right, to own its property and to conduct the business in
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which it is currently engaged, (c) is duly qualified and in good standing under
the laws of each jurisdiction where its ownership of property or the conduct of
its business requires such qualification and (d) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect. The shares of such Fund representing an interest in each Borrower have
been validly authorized and are duly registered for sale under the federal
securities laws.
3.4 Power: Authorization: Enforceable Obligations. Such Fund
has the corporate power and authority as to AIM Equity Funds, AIM International
Funds, AIM Tax-Exempt, AIM Advisor Funds, AIM Variable Insurance, AIM Summit
Fund and AIM Floating Rate, and trust power and authority as to AIM Funds Group,
AIM Investment Securities, AIM Growth Series, AIM Series Trust, AIM Investment
Funds, GT Global Series and GT Global Trust, and the legal right, to make,
deliver and perform the Loan Documents to which it is a party and to borrow
hereunder on its own behalf (as to AIM Summit Fund and AIM Floating Rate) or on
behalf of each investment portfolio thereof which is a Borrower and has taken
all necessary corporate or trust action to authorize the borrowings on the terms
and conditions of this Agreement and any Notes and to authorize the execution,
delivery and performance of the Loan Documents to which it is a party. No
consent or authorization of, filing with, notice to or other act by or in
respect of; any Governmental Authority or any other Person is required in
connection with the borrowings hereunder or with the execution, delivery,
performance, validity or enforceability of the Loan Documents to which such Fund
and any investment portfolio thereof which is a Borrower is a party. This
Agreement and each other Loan Document to which such Fund is a party will be
duly executed and delivered by such Fund on its own behalf or on behalf of each
investment portfolio thereof which is a Borrower. This Agreement constitutes,
and each other Loan Document to which such Fund is a party when executed and
delivered will constitute, a legal, valid and binding obligation of such Fund
and each investment portfolio thereof which is a Borrower enforceable against
such Fund and each investment portfolio thereof which is a Borrower in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).
3.5 No Legal Bar. The execution, delivery and performance of
the Loan Documents to which such Fund and each investment portfolio thereof
which is a Borrower is a party, the borrowings hereunder and the use of the
proceeds thereof will not violate any Requirement of Law (including, without
limitation, the 1940 Act) or Contractual Obligation of such Fund or any
investment portfolio thereof which is a Borrower either of which could have a
Material Adverse Effect and will not result in, or require, the creation or
imposition of any Lien on any of their respective properties or revenues
pursuant to any such Requirement of Law or Contractual Obligation which could
have a Material Adverse Effect.
3.6 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of such Fund or any investment portfolio thereof which is a
Borrower, threatened by or against such Fund or any
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<PAGE> 29
investment portfolio thereof which is a Borrower or against any of their
respective properties or revenues (a) with respect to any of the Loan Documents
or any of the transactions contemplated hereby or thereby, or (b) which could
reasonably be expected to have a Material Adverse Effect.
3.7 No Default. Neither such Fund nor any investment portfolio
thereof which is a Borrower is in default under or with respect to any of its
Contractual Obligations in any respect which default could reasonably be
expected to have a Material Adverse Effect. No Default or Event of Default has
occurred and is continuing.
3.8 Ownership of Property. Neither such Fund nor any
investment portfolio which is a Borrower owns any real property.
3.9 No Burdensome Restrictions. No Requirement of Law or
Contractual Obligation of such Fund or any investment portfolio thereof which is
a Borrower could reasonably be expected to have a Material Adverse Effect.
3.10 Taxes. (a) Each Borrower has filed all tax returns which,
to the knowledge of such Fund and such Borrower, are required to be filed and
has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental Authority
(other than any the amount or validity of which are currently being contested in
good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of such Fund or such
Borrower); no tax Lien has been filed, and, to the knowledge of such Fund and
each investment portfolio thereof which is a Borrower, no claim is being
asserted, with respect to any such tax, fee or other charge.
(b) Each Borrower is a "regulated investment company" as
defined in the Code.
3.11 Federal Regulations. If greater than 25% of the Total
Assets of a Borrower consists of "margin stock" (as defined in Regulation U),
the aggregate principal amount of the Loans will not exceed the sum of (i) 50%
of the aggregate market value (determined in accordance with Regulation U) of
"margin stock" owned by such Borrower plus (ii) the good faith loan value
(determined in accordance with Regulation U) of non-margin stock and all other
collateral (except puts, calls or combinations thereof) owned by such Borrower.
If requested by any Lender or the Administrative Agent from time to time, such
Fund on its own behalf (with respect to AIM Summit Fund and AIM Floating Rate)
or on behalf of each investment portfolio thereof which is a Borrower will
furnish to the Administrative Agent and each Lender a statement to the foregoing
effect in conformity with the requirements of Form FR G-3 (if applicable) or
Form FR U-1 referred to in Regulation U, as the case may be.
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<PAGE> 30
3.12 ERISA. Neither such Fund, any investment portfolio
thereof which is a Borrower nor any Commonly Controlled Entity has currently or
has had at any time any liability or obligation under ERISA or the Code with
respect to any Plan.
3.13 Certain Regulations. Neither such Fund nor any investment
portfolio thereof which is a Borrower is subject to regulation under any federal
or state statute or regulation (other than the 1940 Act, Regulation U,
Regulation X or applicable blue sky regulations) which limits its ability to
incur Indebtedness.
3.14 Subsidiaries. Such Fund has no Subsidiaries and no equity
investment or interest in any other Person (other than portfolio securities
which have been acquired in the ordinary course of business).
3.15 Registration of Borrower. Each Borrower other than AIM
Summit Fund and AIM Floating Rate is a series of a Fund that is registered as an
open-end management investment company under the 1940 Act. AIM Summit Fund is
registered as an open-end, diversified management investment company under the
1940 Act. AIM Floating Rate is registered as a closed-end, non-diversified
management investment company under the 1940 Act.
3.16 Offering in Compliance with Securities Laws. Neither such
Fund nor any investment portfolio thereof which is a Borrower has issued any of
its securities in violation of any federal or state securities laws applicable
thereto, which violation could reasonably be expected to have a Material Adverse
Effect.
3.17 Investment Policies. Each Borrower is, and upon entering
into this Agreement and the making of Loans hereunder to such Borrower, will be,
in compliance in all material respects with all of its Investment Policies.
3.18 Permission to Borrow. Each Borrower is permitted to
borrow hereunder pursuant to the limits and restrictions set forth in its
Prospectus.
3.19 Accuracy of Information. All factual information
heretofore or contemporaneously furnished by or on behalf of such Fund and each
investment portfolio thereof which is a Borrower in writing to the
Administrative Agent or any Lender for purposes of or in connection with this
Agreement or any transaction contemplated hereby (in each case, as amended,
superseded, supplemented or otherwise modified with the knowledge of the
Administrative Agent or such Lender) is, and all other such factual information
hereafter furnished by or on behalf of such Fund and each investment portfolio
thereof which is a Borrower in writing to the Administrative Agent or any Lender
for purposes of or in connection with this Agreement or any transaction
contemplated hereby (in each case, as amended, superseded, supplemented or
otherwise modified with the knowledge of the Administrative Agent or such
Lender) will be, true and accurate in every material respect on the date as of
which such information is dated or certified, and to the extent such information
was furnished to
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<PAGE> 31
the Administrative Agent or such Lender heretofore or contemporaneously in
connection with the execution and delivery of this Agreement, as of the date of
execution and delivery of this Agreement by the Administrative Agent or such
Lender, and such information is not, or shall not be, as the case may be,
incomplete by omitting to state any material fact necessary to make such
information not misleading.
3.20 Affiliated Persons. To the best knowledge of such Fund
and each investment portfolio thereof which is a Borrower, neither of the Agents
nor any of the Lenders, together with their respective Affiliates other than
Chase Bank of Texas, National Association (a list of which has been provided to
the Borrowers by the respective Lenders), owns of record 5% or more of the
outstanding voting securities of such Borrower.
3.21 Year 2000. Any reprogramming or replacement of software
applications or hardware required to permit the proper functioning, in and
following the year 2000, of the Fund's and any Borrower's (i) mission critical
computer systems and (ii) mission critical equipment containing embedded
microchips and the testing of all such systems and equipment, as so reprogrammed
or replaced, will be substantially completed by June 30, 1999. The cost to the
Fund or a Borrower of such reprogramming or replacing and testing will not
result in a Default or a Material Adverse Effect.
SECTION 4. CONDITIONS PRECEDENT
4.1 Conditions to Effectiveness. This Agreement shall become
effective only upon the satisfaction or waiver of all of the following
conditions precedent:
(a) Executed Agreement. The Administrative Agent shall have
received this Agreement, executed and delivered by a duly authorized
officer of each Fund on behalf of such Fund and on behalf of each
investment portfolio thereof which is a Borrower, with a counterpart
for each Lender.
(b) Officer's Certificate. The following statements shall be
true and the Administrative Agent shall have received a certificate
signed by a Responsible Officer of each Fund, on behalf of itself and
on behalf of each investment portfolio thereof which is a Borrower,
stating that (i) the representations and warranties contained in the
Agreement are true and correct on and as of the Effective Date as
though made on and as of such date, except for changes which have
occurred and which were not prohibited by the terms of the Agreement,
(ii) no Default or Event of Default has occurred and is continuing, or
would result from the execution, delivery and performance by the Funds
and each investment portfolio thereof which is a Borrower, of the
Agreement, and (iii) no litigation, investigation or proceeding of or
before any arbitrator or Governmental Authority is pending or, to the
knowledge of such Fund or any investment portfolio thereof which is a
Borrower, threatened by or against such Fund or any investment
portfolio thereof which is a Borrower or against any of their
respective properties or
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<PAGE> 32
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby, or (b) which could
reasonably be expected to have a Material Adverse Effect.
(c) Proceedings of the Funds and the Borrowers. The
Administrative Agent shall have received a certificate of the Secretary
or Assistant Secretary of each Fund dated the Effective Date,
certifying (i) that attached thereto are true and complete copies of
the resolutions of the Board of Directors or Trustees, as applicable,
of the Fund authorizing the execution, delivery and performance by the
Fund of this Agreement and borrowing under the Agreement, (ii) that
said resolutions are all resolutions adopted by the Board of Directors
or Trustees, as applicable, of the Fund in connection with the
transactions contemplated hereby, are in full force and effect without
modification as of such date, (iii) that true and complete copies of
its Certificate of Incorporation and By-laws or its Certificate of
Trust, Agreement and Declaration of Trust and By-laws are attached to
such certificate and (iv) as to the incumbency and signatures of each
of its officers executing this Agreement and any other documents to
which it is a party.
(d) Fees. The Agents shall have received from the Borrowers
the fees and expense reimbursements referred to under Section 9.5
hereof.
(e) Legal Opinions. The Administrative Agent shall have
received, with a counterpart for each Lender, the executed legal
opinion of counsel to the Funds, dated as of the Effective Date in form
and substance reasonably satisfactory to the Administrative Agent. Such
legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent
may reasonably require.
(f) Related Documents. The Administrative Agent shall have
received, with a copy for each Lender, true and correct copies,
certified as to authenticity by each Fund, of the most recent
Prospectus for each Borrower, the Administration Agreement for each
Borrower, the Custody Agreement for each Borrower, the Distribution
Agreement for each Borrower, the Investment Advisory Agreement for each
Borrower, the most recent annual and semi-annual financial reports for
each Borrower, and such other documents or instruments as may be
lawfully disclosed and as may be reasonably requested by the
Administrative Agent.
(g) Regulation U; Forms U-1 and G-3. The Administrative Agent
shall have received, and shall forward to each Lender, Form FR U-1 or
Form FR G-3 (if applicable), duly executed and delivered by each Fund
on its own behalf or on behalf of each investment portfolio thereof
which is a Borrower, as applicable, and completed for delivery to each
Lender, in form acceptable to the Administrative Agent.
(h) Other Matters. The Administrative Agent shall have
received such other documents, opinions, approvals or appraisals as the
Administrative Agent may reasonably request.
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<PAGE> 33
4.2 Conditions to Each Loan. The agreement of each Lender to
make any Loan requested to be made by it on any date (including, without
limitation, its initial Loan) is subject to the satisfaction of the following
conditions precedent:
(a) Representations and Warranties. Each of the
representations and warranties made by the Fund, an investment
portfolio of which is a requesting Borrower, and the requesting
Borrower in or pursuant to the Loan Documents shall be true and correct
in all material respects on and as of such date as if made on and as of
such date.
(b) Notes. The Administrative Agent shall have received Notes
for each Lender which has requested Notes pursuant to subsection
2.5(e), executed and delivered by a duly authorized officer of each
Fund on its own behalf or on behalf of each investment portfolio
thereof which is a Borrower.
(c) No Default. No Default or Event of Default shall have
occurred with respect to the requesting Borrower and be continuing on
such date or after giving effect to the Loans requested to be made on
such date.
(d) Maximum Borrowing Limitation. After giving effect to the
proposed Loans to be made, the Asset Coverage Ratio for all borrowings
of such Borrower (other than a Designated Borrower) shall not be less
than 3 to 1 and the Asset Coverage Ratio for all borrowings of any
Designated Borrower shall not be less than the Designated Borrower
Asset Coverage Ratio for such Designated Borrower.
(e) Borrowing Limitation in Prospectus. After giving effect to
the proposed Loans to be made, the requesting Borrower shall not have
exceeded the borrowing limits set forth by law and in its Prospectus.
(f) Regulation U; Forms U-I and G-3. The Lenders shall be
satisfied that the Loans and the use of proceeds thereof comply in all
respects with Regulation U. To the extent required by Regulation U, the
Administrative Agent shall have received, and shall forward to each
Lender, a current list of "margin stock" (as defined in Regulation U)
from each Borrower in form and substance acceptable to the
Administrative Agent and in compliance with Section 221.3(c)(2) of
Regulation U.
(g) Additional Matters. All corporate and other proceedings,
and all documents and instruments executed or delivered pursuant to
this Agreement and the other Loan Documents shall be satisfactory in
substance to the Administrative Agent, and the Administrative Agent
shall have received such other documents and legal opinions in respect
of the transactions contemplated hereby or thereby as it shall
reasonably request.
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Each borrowing by a Borrower hereunder shall constitute a representation and
warranty by such Borrower as of the date thereof that the conditions contained
in this subsection have been satisfied with respect to such Borrower.
4.3 Conditions Subsequent. (a) At such time as the following
conditions subsequent have been satisfied or waived with respect to either of
the AIM Equity Funds Additional Borrowers, such AIM Equity Funds Additional
Borrower shall be added as a Borrower under the Agreement, and the Agreement
shall be modified as hereinafter provided:
(1) The Administrative Agent shall have received an executed
counterpart of the signature page to this Agreement, delivered by a
duly authorized officer of AIM Equity Funds on behalf of the applicable
AIM Equity Funds Additional Borrower, with a counterpart for each
Lender.
(2) The Administrative Agent shall have received Notes for
each Lender which has requested Notes pursuant to subsection 2.5(e),
executed and delivered by a duly authorized officer of AIM Equity Funds
on behalf of the applicable AIM Equity Funds Additional Borrower.
(3) The Administrative Agent shall have received, with a copy
for each Lender, true and correct copies, certified as to authenticity
by AIM Equity Funds, of the most recent Prospectus for each AIM Equity
Funds Additional Borrower, the Administration Agreement for each AIM
Equity Funds Additional Borrower, the Custody Agreement for each AIM
Equity Funds Additional Borrower, the Distribution Agreement for each
AIM Equity Funds Additional Borrower, the Investment Advisory Agreement
for each AIM Equity Funds Additional Borrower, the most recent annual
and semi-annual financial reports, if any, for each AIM Equity Funds
Additional Borrower, and such other documents or instruments as may be
lawfully disclosed and as may be reasonably requested by the
Administrative Agent.
(4) The Administrative Agent shall have received, with a
counterpart for each Lender, a copy of the resolutions, in form and
substance satisfactory to the Administrative Agent, of the board of
directors of AIM Equity Funds authorizing (i) the execution, delivery
and performance of the Agreement and the other Loan Documents to which
AIM Equity Funds and each AIM Equity Funds Additional Borrower is a
party and (ii) the borrowings contemplated hereunder, certified by the
Secretary or an Assistant Secretary of AIM Equity Funds as of the date
of the addition of either AIM Equity Funds Additional Borrower to this
Agreement, which certificate shall be in form and substance
satisfactory to the Administrative Agent and shall state that the
resolutions thereby certified have not been amended, modified, revoked
or rescinded.
(5) The Agents shall have received a certificate of AIM Equity
Funds dated the date of subsequent execution of this Agreement, as to
the incumbency and signature
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of the officers of AIM Equity Funds executing any Loan Document,
executed by the Secretary or any Assistant Secretary of AIM Equity
Funds, satisfactory in form and substance to the Agents.
(6) The following statements shall be true and the
Administrative Agent shall have received a certificate signed by a
Responsible Officer of AIM Equity Funds on behalf of itself and on
behalf of each AIM Equity Funds Additional Borrower, stating that (i)
the representations and warranties contained in the Agreement as to AIM
Equity Funds and each AIM Equity Funds Additional Borrower are true and
correct on and as of the date of subsequent execution of this
Agreement, (ii) no Default or Event of Default has occurred and is
continuing, or would result from the execution, delivery and
performance by AIM Equity Funds and each AIM Equity Funds Additional
Borrower of this Agreement and (iii) no litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is
pending or, to the knowledge of AIM Equity Funds or either AIM Equity
Funds Additional Borrower, threatened by or against AIM Equity Funds or
either AIM Equity Funds Additional Borrower or against any of their
respective properties or revenues (a) with respect to any of the Loan
Documents or any of the transactions contemplated hereby or thereby or
(b) which could reasonably be expected to have a Material Adverse
Effect.
(7) The Lenders shall be satisfied that the Loans to the AIM
Equity Funds Additional Borrowers and the use of proceeds thereof
comply in all respects with Regulation U. If required by Regulation U,
the Administrative Agent shall have received a copy of Form FR U-1 or
Form FR G-3 (as applicable), duly executed and delivered by AIM Equity
Funds, on its own behalf and on behalf of each AIM Equity Funds
Additional Borrower, and completed for delivery to each Lender.
(8) The Agents shall have received from the AIM Equity Funds
Additional Borrowers the fees and expense reimbursements referred to
under Section 9.5.
(9) The Administrative Agent shall have received, with a
counterpart for each Lender, the executed legal opinion of counsel to
AIM Equity Funds, dated as of the date of subsequent execution of this
Agreement in form and substance reasonably satisfactory to the
Administrative Agent. Such legal opinion shall cover such other matters
incident to the transactions contemplated by the Agreement as the
Administrative Agent may reasonably require.
(10) The Administrative Agent shall have received such other
documents, opinions, approvals or appraisals as the Administrative
Agent may reasonably request.
(b) Upon the satisfaction or waiver of each of the foregoing conditions
subsequent with respect to either of the AIM Equity Funds Additional Borrowers,
all references in the
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Agreement to a "Borrower" or the "Borrowers" shall be deemed to include the
applicable AIM Equity Funds Additional Borrower.
(c) Concurrently with the addition of each AIM Equity Funds Additional
Borrower as a Borrower under the Agreement, to the extent necessary, Schedules
I, III, IV, V, and VI of the Agreement will be deleted in their entireties and
new Schedules I, III, IV, V and VI will be substituted in lieu thereof; updated
to reflect information regarding the AIM Equity Funds Additional Borrowers.
SECTION 5. AFFIRMATIVE COVENANTS
Each Fund for itself and on behalf of each investment
portfolio thereof which is a Borrower hereby agrees that, so long as the
Commitments remain in effect with respect to such Borrower or any amount is
owing by such Borrower to any Lender or either of the Agents hereunder or under
any other Loan Document, such Borrower shall:
5.1 Financial Statements. Furnish to the Administrative Agent for
distribution to each Lender:
(a) as soon as available and in any event within 90 days after
the end of each fiscal year of such Borrower, a statement of assets and
liabilities of such Borrower as at the end of such fiscal year, a
statement of operations for such fiscal year, a statement of changes in
net assets for such fiscal year and the preceding fiscal year, a
schedule of investments as at the end of such fiscal year and the per
share and other data for such fiscal year prepared in accordance with
regulatory requirements, and all reported on in a manner acceptable to
the Securities and Exchange Commission or any successor or analogous
Governmental Authority by KPMG Peat Marwick LLP, Pricewaterhouse
Coopers and Tait, Weller & Baker (with respect to the AIM Variable
Funds) or other independent certified public accountants of recognized
standing; provided, however, that the Fund's compliance with subsection
5.2(b) hereof shall be deemed to constitute satisfaction of this
subsection 5.1(a);
(b) as soon as available and in any event within 90 days after
the close of the first six-month period of each fiscal year of such
Borrower, a statement of assets and liabilities as at the end of such
six-month period, a statement of operations for such six-month period,
a statement of changes in net assets for such six-month period and a
schedule of investments as at the end of such six-month period, all
prepared in accordance with regulatory requirements; provided, however,
that the Fund's compliance with subsection 5.2(b) hereof shall be
deemed to constitute satisfaction of this subsection 5.1(b); and
(c) as soon as available, but in any event not later than 10
days after the end of each fiscal month of each fiscal year of each
Borrower, the net asset value sheet of such Borrower as at the end of
such month, in the form and detail similar to those
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customarily prepared by the Fund's management for internal use and
reasonably satisfactory to the Administrative Agent; provided,
however, that if any Borrower has Loans outstanding, such Borrower
shall provide each Lender with (i) such net asset value sheet
described above in this subsection and (ii) a certificate of a
Responsible Officer showing in reasonable detail the calculations
supporting such Borrower's compliance with Section 6.1, within two
Business Days after the end of each calendar week so long as any Loans
to such Borrower remain outstanding;
all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).
5.2 Certificates; Other Information. Furnish to the
Administrative Agent for distribution to each Lender:
(a) concurrently with the delivery of the financial
statements referred to in subsections 5.1(a) and (b), as to Borrowers
with Loans outstanding at such time, a certificate of a Responsible
Officer stating that, to the best of such Officer's knowledge, such
Borrower during such period has observed or performed all of its
covenants and other agreements, and satisfied every condition,
contained in this Agreement and the other Loan Documents to be
observed, performed or satisfied by it, and that such Officer has
obtained no knowledge of any Default or Event of Default except as
specified in such certificate;
(b) within ten days after the same are filed with the
Securities and Exchange Commission, copies of all financial statements
and reports which each Borrower sends to all of its shareholders, and
within ten days after the same are filed copies of all financial
statements and reports which each Borrower may make to, or file with,
the Securities and Exchange Commission or any successor or analogous
Governmental Authority;
(c) unless previously delivered pursuant to Section 5.1(c), as
soon as available, but in any event not later than ten days after the
end of each month, as to Borrowers with Loans outstanding at such time,
a certificate of a Responsible Officer (i) stating that, to the best of
such Officer's knowledge, the list of such Borrower's portfolio
securities attached to such certificate is true and correct, (ii)
stating the market value (or if not available with respect to portfolio
securities, fair value) of such portfolio securities and (iii) showing
in reasonable detail the calculations supporting such Borrower's
compliance with subsection 6.1;
(d) copies of all changes to the Prospectus or registration
statement; and
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(e) promptly, such additional financial and other information
as any Lender may from time to time reasonably request.
5.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its obligations of whatever nature (including taxes), except where (i)
the amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on the books of such Borrower, as the case may be or
(ii) the lack of timely payment thereof would not reasonably be expected to have
a Material Adverse Effect.
5.4 Conduct of Business and Maintenance of Existence. Continue
to engage solely in the business of investing in accordance with its Investment
Policies (and all things incidental to those activities) and preserve, renew and
keep in full force and effect its existence and take all reasonable action to
maintain all rights, privileges and franchises necessary or desirable in the
normal conduct of its business, except to the extent that failure to take such
actions could not reasonably be expected to have a Material Adverse Effect;
comply with all Contractual Obligations and Requirements of Law except to the
extent that failure to comply therewith could not, in the aggregate, be
reasonably expected to have a Material Adverse Effect; maintain at all times its
status as an investment company or a series of an investment company registered
under the 1940 Act.
5.5 Maintenance of Property: Insurance. Keep all property
useful and necessary in its business, if any, in good working order and
condition; maintain with financially sound and reputable insurance companies
insurance on all its property in at least such amounts and against at least such
risks as are usually insured against in the same general area by entities
engaged in the same or a similar business or as may otherwise be required by the
Securities and Exchange Commission or any successor Governmental Authority
(including, without limitation, (a) fidelity bond coverage as shall be required
by Rule 17g-1 promulgated under the 1940 Act or any successor provision and (b)
errors and omissions insurance); and furnish to each Lender, upon written
request, full information as to the insurance carried.
5.6 Inspection of Property: Books and Records Discussions.
Keep proper books of records and account in which full, true and correct entries
in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities; and permit
representatives of any Lender, at such Lender's expense, to visit and inspect
any of its properties and examine and make abstracts from any of its books and
records relating to the Borrowers, portfolio holdings or financial condition at
any reasonable time and as often as may reasonably be desired and to discuss the
business, operations, properties and financial and other condition of such
Borrower with officers and employees of such Borrower and with its independent
certified public accountants.
5.7 Notices. Promptly give notice to the Administrative Agent
and each Lender of:
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(a) the occurrence of any Default or Event of Default with
respect to such Borrower;
(b) any (i) default or event of default under any Contractual
Obligation of such Borrower or the Funds or (ii) litigation,
investigation or proceeding which may exist at any time between the
Funds and/or any Borrower and any Governmental Authority, which in
either case (i) or (ii) , if not cured or if adversely determined, as
the case may be, could reasonably be expected to have a Material
Adverse Effect;
(c) any litigation or proceeding affecting such Borrower in
which the amount involved is $1,000,000 (or its equivalent in any other
currency) or more and not covered by insurance or in which injunctive
or similar relief is sought;
(d) any material change in such Borrower's Investment Policies
or any change in the custodian of such Borrower's assets; and
(e) any development or event which could reasonably be
expected to have a Material Adverse Effect.
Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Fund or such Borrower proposes to take with respect
thereto.
5.8 Purpose of Loans. Use the proceeds of the Loans for
temporary or emergency purposes, including, without limitation, funding of the
repurchase or redemption of shares of such Borrower at the request of the
holders of such shares. Without limiting the foregoing, no Borrower will,
directly or indirectly, use any part of such proceeds for any purpose which
would violate any provision of any applicable statute, regulation, order or
restriction.
SECTION 6. NEGATIVE COVENANTS
Each Fund on its own behalf or behalf of each investment
portfolio thereof which is a Borrower hereby agrees that, so long as the
Commitments with respect to such Borrower remain in effect or any amount is
owing by such Borrower to any Lender or either of the Agents hereunder or under
any other Loan Document, such Borrower shall not directly or indirectly:
6.1 Financial Condition Covenant. Permit the Asset Coverage
Ratio of (i) such Borrower (other than a Designated Borrower) to be less than 3
to 1 or (ii) any Designated Borrower to be less than the Designated Borrower
Asset Coverage Ratio for such Designated Borrower, or allow borrowings of such
Borrower to exceed the limits set forth in the Borrower's Prospectus or under
the 1940 Act.
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6.2 Limitation on Indebtedness. Create, incur, assume or
suffer to exist any Indebtedness, except Indebtedness of such Borrower incurred
(i) under this Agreement and the Notes or (ii) in compliance with the Investment
Policies of such Borrower and not otherwise prohibited by any Requirement of
Law.
6.3 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for (i) Liens for taxes not yet due or which are
being contested in good faith by appropriate proceedings, provided that adequate
reserves with respect thereto are maintained on the books of such Borrower in
conformity with GAAP, and (ii) Liens created, incurred, assumed or suffered to
exist in compliance with the Investment Policies of such Borrower (including in
favor of any custodian of a Borrower's assets) and not otherwise prohibited by
any Requirement of Law.
6.4 Limitation on Guarantee Obligations. Create, incur, assume
or suffer to exist any Guarantee Obligation.
6.5 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of; all or substantially all of its property, business or
assets, except to meet shareholder redemptions, or make any material change in
its present method of conducting business; except that (i) a Borrower may
liquidate if such Borrower repays any outstanding Loans and terminates the
Commitments with respect to such Borrower prior to liquidation and (ii) a
Borrower may merge or consolidate with any other Person if the Borrower or
another Borrower is the surviving entity and immediately after giving effect
thereto, no event shall occur and be continuing which constitutes a Default or
an Event of Default.
6.6 Limitation on Distributions. During the occurrence and
continuation of an Event of Default specified in sections 7(a) or (e), make any
distribution to its shareholders, whether now or hereafter existing, either
directly or indirectly, whether in cash or property or in obligations of the
Borrower, except to the extent that such distributions are required in order for
Sections 851-855 of the Code to apply to the Borrower and except as dictated by
any other Requirement of Law.
6.7 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in, any Person,
except those permitted by such Borrower's Investment Policies.
6.8 Limitation on Negative Pledge Clauses. Enter into with any
Person any agreement, other than this Agreement or the other Loan Documents,
which prohibits or limits the ability of such Borrower to create, incur, assume
or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired; provided, however, that this subsection
6.8 shall not preclude a Borrower from (i) entering into repurchase agreements
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permitted by such Borrower's Investment Policies which repurchase agreements
prohibit such Borrower from incurring any lien on the securities that are the
subject of such repurchase agreements or (ii) entering into securities lending
transactions permitted by such Borrower's Investment Policies that prohibit such
Borrower from incurring any lien on the cash or securities of the securities
borrower which are pledged to such Borrower as collateral for the securities
loans.
6.9 Limitation on Change of Investment Policies. Change the
Investment Policies without the consent of the Lenders.
SECTION 7. EVENTS OF DEFAULT
If any of the following events shall occur and be continuing
with respect to a Borrower (it being understood that a Default or Event of
Default with respect to one Borrower shall not constitute a Default or Event of
Default of any other Borrower):
(a) A Borrower shall fail to pay any principal of any Loan
when due in accordance with the terms thereof or hereof; or a Borrower
shall fail to pay any interest on any Loan, or any other amount payable
hereunder, within five days after any such interest or other amount
becomes due in accordance with the terms thereof or hereof; or
(b) Any representation or warranty made or deemed made by a
Borrower herein or in any other Loan Document or which is contained in
any certificate, document or financial or other statement furnished by
it at any time under or in connection with this Agreement or any such
other Loan Document shall prove to have been incorrect in any material
respect on or as of the date made or deemed made; or
(c) A Borrower shall default in the observance or performance
of any other agreement contained in this Agreement or any other Loan
Document (other than as provided in paragraphs (a) and (b) of this
Section), and such default shall continue unremedied for a period of 30
days; or
(d) A Borrower shall (i) default in any payment of principal
of or interest on any Indebtedness (other than the Loans) or in the
payment of any Guarantee Obligation, beyond the period of grace (not to
exceed 30 days), if any, provided in the instrument or agreement under
which such Indebtedness or Guarantee Obligation was created, if the
aggregate amount of the Indebtedness and/or Guarantee Obligations in
respect of which such default or defaults shall have occurred is
greater than 1% of such Borrower's Total Assets or (ii) default in the
observance or performance of any other agreement or condition relating
to any such Indebtedness or Guarantee Obligation or contained in any
instrument or agreement evidencing, securing or relating thereto, or
any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the
holder or holders of such Indebtedness or beneficiary or
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beneficiaries of such Guarantee Obligation (or a trustee or agent on
behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to
become due prior to its stated maturity or such Guarantee Obligation to
become payable; or
(e) (i) A Fund on behalf of itself as to AIM Summit Fund and
AIM Floating Rate or on behalf of a Borrower shall commence any case,
proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a
bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other
relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian, conservator or other similar official for
it or for all or any substantial part of its assets, or a Fund on
behalf of itself as to AIM Summit Fund and AIM Floating Rate or on
behalf of a Borrower shall make a general assignment for the benefit of
its creditors; or (ii) there shall be commenced against a Fund on
behalf of itself as to AIM Summit Fund and AIM Floating Rate or on
behalf of a Borrower any case, proceeding or other action of a nature
referred to in clause (i) above which (A) results in the entry of an
order for relief or any such adjudication or appointment or (B) remains
undismissed, undischarged or unbonded for a period of 60 days; or (iii)
there shall be commenced against a Fund on behalf of itself as to AIM
Summit Fund and AIM Floating Rate or on behalf of a Borrower any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial
part of its assets which results in the entry of an order for any such
relief which shall not have been vacated, discharged, or stayed or
bonded pending appeal within 60 days from the entry thereof; or (iv) a
Fund on behalf of itself as to AIM Summit Fund and AIM Floating Rate or
on behalf of a Borrower shall take any action in furtherance of; or
indicating its consent to, approval of; or acquiescence in, any of the
acts set forth in clause (i), (ii) or (iii) above; or (v) a Fund on
behalf of itself as to AIM Summit Fund and AIM Floating Rate or on
behalf of a Borrower shall generally not, or shall be unable to, or
shall admit in writing its inability to, pay its debts as they become
due; or
(f) Either a Borrower or any Commonly Controlled Entity of
such Borrower incurs any liability to any Plan which could reasonably
be expected to have a Material Adverse Effect; or
(g) One or more judgments or decrees shall be entered against
a Borrower involving in the aggregate liability (not fully covered by
insurance or otherwise paid or discharged) in an amount in excess of 1%
of such Borrower's Total Assets and all such judgments or decrees shall
not have been vacated, discharged, stayed or bonded pending appeal
within 60 days from the entry thereof; or
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(h) Unless consented to by the Required Lenders, an Affiliate
of AIM shall no longer be employed as an investment advisor for a
Borrower; or
(i) A Borrower's registration under the 1940 Act shall lapse
or be suspended, or a Borrower shall fail to comply in any material
respects with the 1940 Act; or
(j) A Borrower shall fail to materially comply with its
Investment Policies;
then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (e) of this Section with respect to the Fund
or such Borrower, automatically the commitments available to such Borrower shall
immediately terminate and the Loans hereunder made to such Borrower (with
accrued interest thereon) and all other amounts owing under this Agreement by
such Borrower shall immediately become due and payable, and (B) if such event is
any other Event of Default, any or all of the following actions may be taken:
(i) with the consent of the Required Lenders, the Administrative Agent may, or
upon the request of the Required Lenders, the Administrative Agent shall, by
notice to such Borrower declare the Commitments available to such Borrower to be
terminated forthwith, whereupon such Commitments shall immediately terminate;
and (ii) with the consent of the Required Lenders, the Administrative Agent may,
or upon the request of the Required Lenders, the Administrative Agent shall, by
notice to such Borrower, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement by such Borrower to be
due and payable forthwith, whereupon the same shall immediately become due and
payable. Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived.
SECTION 8. THE AGENTS
8.1 Appointment. Each Lender hereby irrevocably designates and
appoints each Agent as the agent of such Lender under this Agreement and the
other Loan Documents, and each such Lender irrevocably authorizes such Agent, in
such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to such Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agents shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agents.
8.2 Delegation of Duties. Each Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties.
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8.3 Exculpatory Provisions. Neither of the Agents nor any of
their respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (a) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its or such Person's own gross negligence, bad
faith or willful misconduct) or (b) responsible in any manner to any of the
Lenders for any recitals, statements, representations or warranties made by any
Fund or any Borrower or any officer of any Fund contained in this Agreement or
any other Loan Document or in any certificate, report, statement or other
document referred to or provided for in, or received by the Agents under or in
connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document or for any failure of any Borrower to
perform its obligations hereunder or thereunder. The Agents shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or condition of; this
Agreement or any other Loan Document, or to inspect the properties, books or
records of any Fund or any Borrower;
8.4 Reliance by Agents. The Agents shall be entitled to rely,
and shall be fully protected in relying, upon any Note, writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype
message, statement, order or other document or conversation reasonably believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel
(including, without limitation, counsel to the Funds or the Borrowers),
independent accountants and other experts selected by either of the Agents. The
Agents may deem and treat the payee of any Note as the owner thereof for all
purposes unless a written notice of assignment; negotiation or transfer thereof
shall have been filed with the Agents. The Agents shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Agents shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement and the other Loan Documents in accordance with a
request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.
8.5 Notice of Default. Neither the Administrative Agent, the
Operations Agent nor the Swing Line Lender shall be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent, the Operations Agent or the Swing Line Lender, as
applicable, has received notice from a Lender or a Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default." In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give notice thereof to
the Lenders. The Administrative Agent shall take such action with respect to
such Default or Event of Default as shall be reasonably directed by the Required
Lenders; provided, that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but
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shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable in
the best interests of the Lenders.
8.6 Non-Reliance on Agents and Other Lenders. Each Lender
expressly acknowledges that neither of the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or Affiliates has made
any representations or warranties to it and that no act by either Agent
hereinafter taken, including any review of the affairs of the Funds or
Borrowers, shall be deemed to constitute any representation or warranty by the
Agents to any Lender. Each Lender represents to each Agent that it has,
independently and without reliance upon either of the Agents or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Borrowers and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon either of the Agents or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Borrowers. Except for notices, reports and other documents expressly required to
be furnished to the Lenders by the respective Agents hereunder, the Agents shall
not have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Funds or the
Borrowers which may come into the possession of the Agents or any of their
respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates.
8.7 Indemnification. The Lenders agree to indemnify each of
the Agents in its respective capacity as such (to the extent not reimbursed by
the Borrowers and without limiting the obligation of the Borrowers to do so),
ratably according to their respective Commitment Percentages in effect on the
date on which indemnification is sought (or, if indemnification is sought after
the date upon which the Commitments shall have terminated and the Loans shall
have been paid in full, ratably in accordance with their Commitment Percentages
immediately prior to such date), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind whatsoever which may at any time
(including, without limitation, at any time following the payment of the Loans)
be imposed on, incurred by or asserted against such Agent in any way relating to
or arising out of; the Commitments, this Agreement, any of the other Loan
Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted
by such Agent under or in connection with any of the foregoing; provided that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting solely from such Agent's gross negligence,
bad faith or willful misconduct. The agreements in this subsection shall survive
the payment of the Loans and all other amounts, payable hereunder.
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8.8 Agent in Its Individual Capacity. The Agents and their
respective Affiliates may make loans to, accept deposits from and generally
engage in any kind of business with any Fund or any Borrower as though the
Agents were not the Administrative Agent and the Operations Agent hereunder and
under the other Loan Documents. With respect to the Loans made by it, each of
the Agents shall have the same rights and powers under this Agreement and the
other Loan Documents as any Lender and may exercise the same as though it were
not the Agent, and the terms "Lender" and "Lenders" shall include the Agents in
their individual capacities.
8.9 Successor Agent. The Administrative Agent or the
Operations Agent may resign as Administrative Agent or Operations Agent upon 10
days' notice to the Lenders. If the Administrative Agent or the Operations Agent
shall resign as Administrative Agent or Operations Agent under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor agent shall be
approved by the Borrowers, whereupon such successor agent shall succeed to the
rights, powers and duties of the Agent, and the term "Administrative Agent" or
"Operations Agent", as applicable, shall mean such successor agent effective
upon such appointment and approval, and the former Agent's rights, powers and
duties as Agent shall be terminated, without any other or further act or deed on
the part of such former Agent or any of the parties to this Agreement or any
holders of the Loans. After any retiring Agent's resignation as Agent, the
provisions of this Section 8 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this Agreement and the
other Loan Documents.
SECTION 9. MISCELLANEOUS
9.1 Amendments and Waivers. Neither this Agreement nor any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
subsection. The Required Lenders may, or, with the written consent of the
Required Lenders, the Administrative Agent may, from time to time, (a) enter
into with a Fund on its own behalf or on behalf of an investment portfolio
thereof which is a Borrower written amendments, supplements or modifications
hereto and to the other Loan Documents for the purpose of adding any provisions
to this Agreement or the other Loan Documents or changing in any manner the
rights of the Lenders or of such Borrowers hereunder or thereunder or (b) waive,
on such terms and conditions as the Required Lenders or the Administrative
Agent, as the case may be, may specify in such instrument, any of the
requirements of this Agreement or the other Loan Documents or any Default or
Event of Default and its consequences; provided, however, that no such waiver
and no such amendment, supplement or modification shall (i) reduce the amount or
extend the scheduled date of maturity of any Loan or of any installment thereof;
or reduce the stated rate of any interest or fee or any other amount payable
hereunder or extend the scheduled date of any payment thereof or increase the
amount or extend the expiration date of any Lender's Commitment, in each case
without the consent of each Lender affected thereby, or (ii) amend, modify or
waive any provision of this
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subsection or reduce the percentage specified in the definition of Required
Lenders, or consent to the assignment or transfer by any Fund on its own behalf
or on behalf of any investment portfolio thereof which is a Borrower of any of
its rights and obligations under this Agreement and the other Loan Documents, in
each case without the written consent of all the Lenders, or (iii) amend, modify
or waive any provision of Section 8 without the written consent of the then
Agents. Any such waiver and any such amendment, supplement or modification shall
be effective (i) only for such Borrower(s) on whose behalf the respective Fund
executed such document(s) and (ii) in the specific instance and for the specific
purpose for which given.
9.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile transmission), and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered, or five days after
being deposited in the mail, postage prepaid, or, in the case of telecopy
notice, when received, addressed as follows in the case of the Funds, any
Borrower and the Agents, and as set forth in Schedule II in the case of the
other parties hereto, or to such other address as may be hereafter notified by
the respective parties hereto:
The Funds and [Name of Fund and Borrower]
The Borrowers: 11 Greenway Plaza. Suite 100
Houston, TX 77046
Attention: General Counsel
Facsimile: (713) 993-9185 and
Attention: Fund Treasurer
Facsimile: (713) 965-9778
The Administrative The Chase Manhattan Bank
Agent: 270 Park Avenue, 36th Floor
New York, New York 10017
Attention: Gail Weiss
Facsimile: (212) 270-1789
and
Chase Loan & Agency Services
One Chase Manhattan Plaza, 8th Floor
New York, New York 10081
Attention: Laura Rebecca
Facsimile: (212) 552-7490
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<PAGE> 48
The Operations State Street Bank and Trust Company
Agent: 225 Franklin Street, LCC-2
Boston, Massachusetts 02110
Attention: Ned Siegel
Facsimile: (617) 662-2325
provided that any notice, request or demand to or upon the Agents or the Lenders
pursuant to subsection 2.2, 2.4, 2.6, 2.9, 2.17 or 2.18 shall not be effective
until received.
9.3 No Waiver: Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of either Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Loan Documents shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.
9.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans hereunder.
9.5 Payment of Expenses and Taxes. Each Borrower agrees
severally, with respect to its pro rata portions as allocated by AIM in its
reasonable discretion (a) to pay or reimburse the Administrative Agent for its
reasonable out-of-pocket costs and expenses incurred in connection with the
development, preparation and execution of; and any amendment, supplement or
modification to, this Agreement and the other Loan Documents and any other
documents prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent, (b) to pay or reimburse each Lender and either Agent for
all its reasonable out-of-pocket costs and expenses incurred in connection with
the enforcement or preservation of any rights under this Agreement with respect
to such Borrower, the other Loan Documents and any such other documents,
including, without limitation, the reasonable fees and disbursements of counsel
to each Lender and of counsel to the Administrative Agent, (c) to pay,
indemnify, and hold each Lender and the Agents harmless from, any and all
recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other taxes, if any, which
may be payable or determined to be payable in connection with the execution and
delivery of; or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of; or any waiver
or consent under or in respect of; this Agreement, the other Loan Documents and
any such other documents with respect to such Borrower, and (d) to pay,
indemnify, and hold each Lender and the Agents harmless from and
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against any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever arising from the execution, delivery, enforcement, performance
and administration of this Agreement, the other Loan Documents and any such
other documents (all the foregoing in this clause (d), collectively, the
"indemnified liabilities"), provided; that such Borrower shall have no
obligation hereunder to the Agents or any Lender with respect to indemnified
liabilities arising from (i) the gross negligence, bad faith or willful
misconduct of either of the Agents or any such Lender or (ii) legal proceedings
commenced against either of the Agents or any such Lender by any security holder
or creditor of a Borrower arising out of and based upon rights afforded any such
security holder or creditor solely in its capacity as such. The agreements in
this subsection shall survive repayment of the Loans and all other amounts
payable hereunder.
9.6 Successors and Assigns: Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of each Fund,
the Borrowers, the Lenders, the Agents and their respective successors and
assigns, except that no Fund or any Borrower may assign or transfer any of its
rights or obligations under this Agreement without the prior written consent of
each Lender.
(b) Any Lender may, in the ordinary course of its business and
in accordance with applicable law, at any time sell to one or more banks
("Participants") participating interests in any Loan owing to such Lender, any
Commitment of such Lender or any other interest of such Lender hereunder and
under the other Loan Documents. In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof; such Lender
shall remain the holder of any such Loan for all purposes under this Agreement
and the other Loan Documents, and the Borrowers and the Agents shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement and the other Loan Documents. Any
agreement pursuant to which any Lender may grant such a participating interest
shall provide that such Lender shall retain the sole right and responsibility to
enforce the obligations of the Borrowers hereunder including the right to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such participation agreement may provide that such
Lender will not agree to any modification, amendment or waiver of this Agreement
described in clauses (i) of the proviso in Section 9.1 without the consent of
the Participant. Each Borrower agrees that if amounts outstanding under this
Agreement are due or unpaid, or shall have been declared or shall have become
due and payable upon the occurrence of an Event of Default, each Participant
shall, to the maximum extent permitted by applicable law, be deemed to have the
right of setoff in respect of its participating interest in amounts owing under
this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement, provided that, in
purchasing such participating interest, such Participant shall be deemed to have
agreed to share with the Lenders the proceeds thereof as provided in subsection
9.7(a) as fully as if it were a Lender hereunder. Each Borrower also agrees that
each Participant shall be entitled to the benefits of subsections 2.12, 2.13 and
2.14 with respect to its participation in the
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Commitments and the Loans outstanding from time to time as if it was a Lender;
provided that, in the case of subsections 2.12 and 2.13, such Participant shall
have complied with the requirements of said subsection and provided, further,
that no Participant shall be entitled to receive any greater amount pursuant to
any such subsection than the transferor Lender would have been entitled to
receive in respect of the amount of the participation transferred by such
transferor Lender to such Participant had no such transfer occurred.
(c) Any Lender may, in the ordinary course of its business and
in accordance with applicable law, at any time and from time to time assign to
any Lender or any affiliate thereof (but only if such affiliate, together with
its Affiliates, does not own of record 5% or more of the outstanding voting
securities of a Borrower and only if such affiliate is a "bank" (as such term is
defined in Section 2(a)(5) of the 1940 Act)) or, with the consent of each Fund,
the Administrative Agent and the Operations Agent (which in each case shall not
be unreasonably withheld), to a "bank" (as such term is defined in Section
2(a)(5) of the 1940 Act) (an "Assignee") all or any part of its rights and
obligations under this Agreement and the other Loan Documents pursuant to an
Assignment and Acceptance, substantially in the form of Exhibit B, executed by
such Assignee, such assigning Lender (and, in the case of an Assignee that is
not then a Lender or an affiliate thereof; by each Fund and the Administrative
Agent) and delivered to the Administrative Agent for its acceptance and (upon
the Administrative Agent's notice thereof to the Operations Agent) recording in
the Register by the Operations Agent; provided, however, that assignments to
banks other than Lenders or affiliates thereof must be in amounts of at least
$30,000,000 or, if less, the entire amount of the assignor's rights and
obligations. Upon such execution, delivery, acceptance and recording, from and
after the effective date determined pursuant to such Assignment and Acceptance,
(x) the Assignee thereunder shall be a party hereto and, to the extent provided
in such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with a Commitment as set forth therein, and (y) the assigning Lender
thereunder shall, to the extent provided in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such assigning Lender
shall cease to be a party hereto). Notwithstanding any provision of this
paragraph (c) and paragraph (e) of this subsection, the consent of the Funds
shall not be required, and, unless requested by the Assignee and/or the
assigning Lender, new Notes shall not be required to be executed and delivered
on behalf of the Borrowers, for any assignment which occurs at any time when any
of the events described in Section 7(e) shall have occurred and be continuing.
(d) The Operations Agent, on behalf of the Borrowers, shall
maintain at the address of the Operations Agent referred to in subsection 9.2 a
copy of each Assignment and Acceptance delivered to it and a register (the
"Register") for the recordation of the names and addresses of the Lenders and
the Commitment of; and principal amount of the Loans owing to, each Lender from
time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrowers, the Agents and the Lenders may (and, in the
case of any Loan or other obligation hereunder not evidenced by a Note, shall)
treat each Person whose name is recorded in the Register as the owner of a Loan
or other obligation hereunder as the owner
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thereof for all purposes of this Agreement and the other Loan Documents,
notwithstanding any notice to the contrary. Any assignment of any Loan or other
obligation hereunder not evidenced by a Note shall be effective only upon
appropriate entries with respect thereto being made in the Register. The
Register shall be available for inspection by the Borrowers or any Lender at any
reasonable time and from time to time upon reasonable prior notice.
(e) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an Assignee (and, in the case of an Assignee that is
not then a Lender or an affiliate thereof; by each Fund, the Administrative
Agent and the Operations Agent) and together with, in the case of an Assignee
that is not then a Lender or an affiliate thereof; payment by the assigning
Lender or Assignee to the Administrative Agent of a registration and processing
fee of $3,000, the Administrative Agent shall (i) promptly accept such
Assignment and Acceptance and provide notice thereof to the Operations Agent and
(ii) on the effective date determined pursuant thereto request the Operations
Agent to record the information contained therein in the Register and give
notice of such acceptance and recordation to the Lenders, the Funds and the
Borrowers.
(f) Each Fund and each Borrower authorizes each Lender to
disclose to any Participant or Assignee (each, a "Transferee") and any
prospective Transferee, subject to the provisions of subsection 9.16, any and
all financial information in such Lender's possession concerning the Funds or
any Borrower and their Affiliates which has been delivered to such Lender by or
on behalf of the Funds or the Borrowers pursuant to this Agreement or which has
been delivered to such Lender by or on behalf of the Funds or the Borrowers in
connection with such Lender's credit evaluation of the Borrowers and their
Affiliates prior to becoming a party to this Agreement.
(g) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.
9.7 Adjustments: Set-off. (a) If any Lender (a "Benefitted
Lender") shall at any time receive any payment of all or part of its Loans
(other than a Swing Line Loan), or interest thereon, or receive any collateral
in respect thereof (whether voluntarily or involuntarily, by set-off; pursuant
to events or proceedings of the nature referred to in Section 7(e), or
otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender's Loans,
or interest thereon, such Benefitted Lender shall purchase for cash from the
other Lenders a participating interest in such portion of each such other
Lender's Loan, or shall provide such other Lenders with the benefits of any such
collateral, or the proceeds thereof; as shall be necessary to cause such
Benefitted Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter
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recovered from such Benefitted Lender, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but
without interest.
(b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to any
Borrower, any such notice being expressly waived by each Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by a
Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of such Borrower. Each Lender agrees
promptly to notify such Borrower and the Agents after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application. Nothing herein
shall permit any set-off against any other Borrower of obligations of a
different Borrower.
9.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. A set of the
copies of this Agreement signed by all the parties shall be lodged with each
Fund and the Administrative Agent.
9.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof; and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
9.10 Integration. This Agreement and the other Loan Documents
represent the agreement of each Fund, each Borrower, the Agents and the Lenders
with respect to the subject matter hereof; and there are no promises,
undertakings, representations or warranties by the Agents or any Lender relative
to the subject matter hereof not expressly set forth or referred to herein or in
the other Loan Documents.
9.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
9.12 Submission To Jurisdiction: Waivers. Each Fund and each
Borrower hereby irrevocably and unconditionally:
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(a) submits for itself and its property in any legal action or
proceeding relating to this Agreement and the other Loan Documents to
which it is a party, or for recognition and enforcement of any
judgement in respect thereof; to the non-exclusive general jurisdiction
of the Courts of the State of New York, the courts of the United States
of America for the Southern District of New York, and appellate courts
from any thereof;
(b) consents that any such action or proceeding may be brought
in such courts and waives any objection that it may now or hereafter
have to the venue of any such action or proceeding in any such court or
that such action or proceeding was brought in an inconvenient court and
agrees not to plead or claim the same;
(c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage
prepaid, to such Fund or such Borrower at its address set forth in
subsection 9.2 or at such other address of which the Administrative
Agent shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or shall
limit the right to sue in any other jurisdiction; and
(e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding
referred to in this subsection any special, exemplary, punitive or
consequential damages.
9.13 Acknowledgements. Each Fund and each Borrower hereby
acknowledges that:
(a) it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Loan Documents;
(b) neither the Agents nor any Lender has any fiduciary
relationship with or duty to such Fund or such Borrower arising out of
or in connection with this Agreement or any of the other Loan
Documents, and the relationship between the Agents and the Lenders, on
one hand, and each Fund and each Borrower, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor;
and
(c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Lenders or among the Funds, the Borrowers
and the Lenders.
9.14 WAIVERS OF JURY TRIAL. EACH FUND, EACH BORROWER, THE
ADMINISTRATIVE AGENT, THE OPERATIONS AGENT AND THE LENDERS
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HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AND FOR ANY COUNTERCLAIM THEREIN.
9.15 Non-Recourse; Business Trust. The Agents and the Lenders
hereby agree for the benefit of each and every officer of the Funds and the
Borrowers, the trustees and shareholders of AIM Funds Group, AIM Investment
Securities, AIM Growth Series, AIM Series Trust, AIM Investment Funds, GT Global
Series and GT Global Trust, and any successor, assignee, heir, estate, executor,
administrator or personal representative of any such person (a "Non-Recourse
Person") that: (a) no Non-Recourse Person shall have any personal liability for
any obligation of any Borrower under this Agreement or any Loan Document or any
other instrument or document delivered pursuant hereto or thereto; (b) no claim
against any Non-Recourse Person may be made for any obligation of any Borrower
under this Agreement or any Loan Document or other instrument or document
delivered pursuant hereto or thereto, whether for payment of principal of; or
interest on, the Loans or for any fees, expense, or other amounts payable by any
Borrower hereunder or thereunder, or otherwise; and (c) the obligations of the
Borrowers under this Agreement or any Loan Document or other instrument or
document delivered pursuant hereto or thereto are enforceable solely against the
respective Borrower and such Borrower's properties and assets.
9.16 Confidentiality. Each Lender agrees to keep confidential
any written or oral information (a) provided to it by or on behalf of a Fund or
a Borrower pursuant to or in connection with this Agreement or (b) obtained by
such Lender based on a review of the books and records of a Fund or a Borrower;
provided that nothing herein shall prevent any Lender from disclosing any such
information (i) to its affiliates which agree to comply with the provisions of
this subsection, the Agents or any other Lender, (ii) to any Transferee which
agrees to comply with the provisions of this subsection, (iii) to its employees,
directors, agents, attorneys, accountants and other professional advisors, (iv)
upon the request or demand of any Governmental Authority having jurisdiction
over such Lender, (v) in response to any order of any court or other
Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (vi) which has been publicly disclosed other than by such
Lender's breach of this Agreement, or (vii) in connection with the exercise of
any remedy hereunder. In the event that a Lender determines to disclose
information pursuant to clauses (iv) or (v) of this subsection 9.16, such Lender
will, to the extent permitted by applicable law, notify the applicable Fund and
Borrower prior to disclosing such information.
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9.17 Reference to and Effect on the Documents.
(a) Each reference in this Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import, and each reference to
the Agreement in documents related to the Agreement, shall mean and be a
reference to the Credit Agreement as amended and restated hereby.
(b) Except as specifically amended hereby, all documents,
agreements, instruments or writings entered into in connection with the Credit
Agreement shall remain in full force and effect and are hereby ratified,
confirmed and acknowledged by each Fund, on behalf of itself and on behalf of
each investment portfolio thereof which is a Borrower. The amendment and
restatement of the Credit Agreement contained herein are limited precisely as
written and shall not be deemed (i) to be a consent to any waiver or
modification of any term or condition of any document delivered pursuant to the
Credit Agreement, (ii) to prejudice any right or rights which the Lenders or the
Agents may now or in the future have in connection with the Agreement or (iii)
to be a waiver of any now existing or hereafter arising Default or Events of
Default.
9.18 Eligible Lenders. Each Lender represents and warrants
that (i) it is a "bank" (as defined in Section 2(a)(5) of the 1940 Act) and (ii)
to its best knowledge, it is not an "Affiliated person" (as defined in Section
2(a)(3) of the 1940 Act) of any Borrower or AIM.
-51-
<PAGE> 56
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
AIM EQUITY FUNDS, INC.,
on behalf of itself and on behalf of AIM
Aggressive Growth Fund, AIM Blue Chip Fund,
AIM Capital Development Fund, AIM Charter
Fund, AIM Constellation Fund, AIM Large Cap
Growth Fund and AIM Weingarten Fund
By: /s/ DANA R. SUTTON
----------------------------------------
Title: VP and Treasurer
AIM FUNDS GROUP,
on behalf of itself and on behalf of AIM Balanced
Fund, AIM Global Utilities Fund, AIM High Yield
Fund, AIM Income Fund, AIM Intermediate
Government Fund, AIM Municipal Bond Fund,
AIM Select Growth Fund and AIM Value Fund
By: /s/ DANA R. SUTTON
----------------------------------------
Title: VP and Treasurer
AIM INTERNATIONAL FUNDS, INC.,
on behalf of itself and on behalf of AIM Asian
Growth Fund, AIM European Development Fund, AIM
Global Aggressive Growth Fund, AIM Global Growth
Fund, AIM Global Income Fund and AIM
International Equity Fund
By: /s/ DANA R. SUTTON
----------------------------------------
Title: VP and Treasurer
<PAGE> 57
AIM INVESTMENT SECURITIES FUNDS,
on behalf of itself and on behalf of AIM High Yield
Fund II and AIM Limited Maturity Treasury Fund
By: /s/ DANA R. SUTTON
----------------------------------------
Title: VP and Treasurer
AIM SUMMIT FUND, INC.
By: /s/ DANA R. SUTTON
----------------------------------------
Title: VP and Treasurer
AIM TAX-EXEMPT FUNDS, INC.
on behalf of itself and on behalf of AIM High
Income Municipal Fund, AIM Tax-Exempt Bond Fund
of Connecticut and AIM Tax-Free Intermediate
Fund
By: /s/ DANA R. SUTTON
----------------------------------------
Title: VP and Treasurer
AIM ADVISOR FUNDS, INC.
on behalf of itself and on behalf of AIM Advisor
Flex Fund, AIM Advisor International Value Fund,
AIM Advisor Large Cap Value Fund, AIM Advisor
MultiFlex Fund and AIM Advisor Real Estate Fund
By: /s/ DANA R. SUTTON
----------------------------------------
Title: VP and Treasurer
<PAGE> 58
AIM VARIABLE INSURANCE FUNDS, INC.
on behalf of itself and on behalf of AIM V.I.
Aggressive Growth Fund, AIM V.I. Balanced Fund,
AIM V.I. Capital Appreciation Fund, AIM V.I.
Capital Development Fund, AIM V.I. Diversified
Income Fund, AIM V.I. Global Growth and Income
Fund, AIM V.I. Global Utilities Fund, AIM V.I.
Government Securities Fund, AIM V.I. Growth and
Income Fund, AIM V.I. Growth Fund, AIM V.I.
High Yield Fund, AIM V.I. International Equity
Fund, AIM V.I. Telecommunications Fund and
AIM V.I. Value Fund
By: /s/ DANA R. SUTTON
----------------------------------------
Title: VP and Treasurer
AIM GROWTH SERIES
on behalf of itself and on behalf of AIM Basic
Value Fund, AIM Europe Growth Fund, AIM Japan
Growth Fund, AIM Mid Cap Equity Fund, AIM New
Pacific Growth Fund and AIM Small Cap Growth Fund
By: /s/ DANA R. SUTTON
----------------------------------------
Title: VP and Treasurer
AIM SERIES TRUST
on behalf of itself and on behalf of AIM Global
Trends Fund
By: /s/ DANA R. SUTTON
----------------------------------------
Title: VP and Treasurer
<PAGE> 59
GT GLOBAL FLOATING RATE FUND, INC., d/b/a AIM
FLOATING RATE FUND
By: /s/ DANA R. SUTTON
----------------------------------------
Title: VP and Treasurer
AIM INVESTMENT FUNDS
on behalf of itself and on behalf of AIM Developing
Markets Fund, AIM Emerging Markets Debt Fund, AIM
Global Consumer Products & Services Fund, AIM Global
Financial Services Fund, AIM Global Government Income
Fund, AIM Global Growth & Income Fund, AIM Global
Health Care Fund, AIM Global Infrastructure Fund, AIM
Global Resources Fund, AIM Global Telecommunications
Fund, AIM Latin American Growth Fund and AIM
Strategic Income Fund
By: /s/ DANA R. SUTTON
----------------------------------------
Title: VP and Treasurer
GT GLOBAL VARIABLE INVESTMENT SERIES
on behalf of itself and on behalf of GT Global
Variable America Fund, GT Global Variable
Europe Fund, GT Global Variable International
Fund and GT Global Variable New Pacific Fund
By: /s/ DANA R. SUTTON
----------------------------------------
Title: VP and Treasurer
<PAGE> 60
GT GLOBAL VARIABLE INVESTMENT TRUST
on behalf of itself and on behalf of GT Global
Variable Emerging Markets Fund, GT Global Variable
Global Government Income Fund, GT Global Variable
Growth & Income Fund, GT Global Variable
Infrastructure Fund, GT Global Variable Latin America
Fund, GT Global Variable Natural Resources Fund, GT
Global Variable Strategic Income Fund, GT Global
Variable Telecommunications Fund and GT Global
Variable U.S. Government Income Fund
By: /s/ DANA R. SUTTON
----------------------------------------
Title: VP and Treasurer
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
By: /s/ GAIL WEISS
----------------------------------------
Title: Vice President
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS
BRANCHES, as a Lender
By: /s/ ALAN KROUK
----------------------------------------
Title: Assistant Vice President
By: /s/ JONATHAN B. P. MENDES
----------------------------------------
Title: Vice President
<PAGE> 61
GT GLOBAL VARIABLE INVESTMENT TRUST
on behalf of itself and on behalf of GT Global
Variable Emerging Markets Fund, GT Global Variable
Global Government Income Fund, GT Global Variable
Growth & Income Fund, GT Global Variable
Infrastructure Fund, GT Global Variable Latin America
Fund, GT Global Variable Natural Resources Fund, GT
Global Variable Strategic Income Fund, GT Global
Variable Telecommunications Fund and GT Global
Variable U.S. Government Income Fund
By:_________________________________
Title:
DEUTSCHE BANK AG, NEW YORK AND/OR CAYMAN ISLANDS
BRANCHES, as a Lender
By:___________________________________________
Title:
By:___________________________________________
Title:
CREDIT LYONNAIS, NEW YORK BRANCH,
as a Lender
By:_________________________________
<PAGE> 62
GT GLOBAL VARIABLE INVESTMENT TRUST
on behalf of itself and on behalf of GT Global
Variable Emerging Markets Fund, GT Global Variable
Global Government Income Fund, GT Global Variable
Growth & Income Fund, GT Global Variable
Infrastructure Fund, GT Global Variable Latin America
Fund, GT Global Variable Natural Resources Fund, GT
Global Variable Strategic Income Fund, GT Global
Variable Telecommunications Fund and GT Global
Variable U.S. Government Income Fund
By:________________________________
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
By:________________________________
Title:
<PAGE> 63
CREDIT LYONNAIS NEW YORK BRANCH, as a Lender
By: /s/ SEBASTIAN ROCCO
---------------------------------------
Title: Senior Vice President
SOCIETE GENERALE, NEW YORK BRANCH,
as a Lender
By: /s/ INDRA KISH
---------------------------------------
Title: Vice President
BANQUE NATIONALE DE PARIS,
as a Lender
By: /s/ MARGUERITE L. LEBON
---------------------------------------
Title: Assistant Vice President
By: /s/ FRANCES E.R. TENNEY
---------------------------------------
Title: Vice President
COMMERZBANK AG, NEW YORK BRANCH
as a Lender
By: /s/ JOSEPH J. HAYES
---------------------------------------
Title: Assistant Vice President
By: /s/ LAWRENCE MANOCHIO
---------------------------------------
Title: Assistant Treasurer
<PAGE> 64
THE FIRST NATIONAL BANK OF CHICAGO,
as a Lender
By: /s/ DAVID SIAN
------------------------------------
Title: Corporate Banking Officer
THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/ R.H. BOESE
------------------------------------
Title: Sr. Relationship Manager
STATE STREET BANK AND TRUST COMPANY,
as Operations Agent and as a Lender
By: /s/ EDWARD A. SIEGEL
------------------------------------
Title: Vice President
<PAGE> 65
Delivered pursuant to Section 4.3 of the Agreement.
AIM EQUITY FUNDS, INC.
on behalf of itself and on behalf of AIM Growth and
Income Fund
By:
---------------------------------
Title:
AIM EQUITY FUNDS, INC.
on behalf of itself and on behalf of AIM Dent
Demographic Trends Fund
By:
---------------------------------
Title:
<PAGE> 66
SCHEDULE I
FUNDS/BORROWERS
AIM Equity Funds, Inc.
AIM Aggressive Growth Fund $975,000,000
AIM Blue Chip Fund $975,000,000
AIM Capital Development Fund $975,000,000
AIM Charter Fund $975,000,000
AIM Constellation Fund $975,000,000
AIM Large Cap Growth Fund $975,000,000
AIM Weingarten Fund $975,000,000
AIM Funds Group
AIM Balanced Fund $975,000,000
AIM Global Utilities Fund $975,000,000
AIM High Yield Fund $975,000,000
AIM Income Fund $975,000,000
AIM Intermediate Government Fund $975,000,000
AIM Municipal Bond Fund $975,000,000
AIM Select Growth Fund $975,000,000
AIM Value Fund $975,000,000
<PAGE> 67
AIM International Funds, Inc.
AIM Asian Growth Fund $975,000,000
AIM European Development Fund $975,000,000
AIM Global Aggressive Growth Fund $975,000,000
AIM Global Growth Fund $975,000,000
AIM Global Income Fund $975,000,000
AIM International Equity Fund $975,000,000
AIM Investment Securities Funds
AIM High Yield Fund II $975,000,000
AIM Limited Maturity Treasury Fund $975,000,000
AIM Summit Fund, Inc. $975,000,000
AIM Tax-Exempt Funds, Inc.
AIM High Income Municipal Fund $975,000,000
AIM Tax-Exempt Bond Fund of Connecticut $975,000,000
AIM Tax-Free Intermediate Fund $975,000,000
AIM Advisor Funds, Inc.
AIM Advisor Flex Fund $975,000,000
AIM Advisor International Value Fund $975,000,000
AIM Advisor Large Cap Value Fund $975,000,000
AIM Advisor MultiFlex Fund $975,000,000
AIM Advisor Real Estate Fund $975,000,000
AIM Variable Insurance Funds, Inc.
AIM V.I. Aggressive Growth Fund $975,000,000
AIM V.I. Balanced Fund $975,000,000
-2-
<PAGE> 68
AIM V.I. Capital Appreciation Fund $975,000,000
AIM V.I. Capital Development Fund $975,000,000
AIM V.I. Diversified Income Fund $975,000,000
AIM V.I. Global Growth and Income Fund $975,000,000
AIM V.I. Global Utilities Fund $975,000,000
AIM V.I. Government Securities Fund $975,000,000
AIM V.I. Growth and Income Fund $975,000,000
AIM V.I. Growth Fund $975,000,000
AIM V.I. High Yield Fund $975,000,000
AIM V.I. International Equity Fund $975,000,000
AIM V.I. Telecommunications Fund $975,000,000
AIM V.I. Value Fund $975,000,000
AIM Growth Series
AIM Basic Value Fund $975,000,000
AIM Europe Growth Fund $975,000,000
AIM Japan Growth Fund(1) $975,000,000
AIM Mid Cap Equity Fund $975,000,000
AIM New Pacific Growth Fund(1) $975,000,000
AIM Small Cap Growth Fund $975,000,000
- ----------------
(1) Designated Borrower with a Designated Borrower Asset Coverage Ratio
of 4 to 1
<PAGE> 69
AIM Series Trust
AIM Global Trends Fund $975,000,000
GT Global Floating Rate Fund, Inc., $975,000,000
d/b/a AIM Floating Rate Fund
AIM Investment Funds
AIM Developing Markets Fund $975,000,000
AIM Emerging Markets Debt Fund $975,000,000
AIM Global Consumer Products & Services Fund $975,000,000
AIM Global Financial Services Fund $975,000,000
AIM Global Government Income Fund $975,000,000
AIM Global Growth & Income Fund $975,000,000
AIM Global Health Care Fund $975,000,000
AIM Global Infrastructure Fund $975,000,000
AIM Global Resources Fund $975,000,000
AIM Global Telecommunications Fund $975,000,000
AIM Latin American Growth Fund(1) $975,000,000
AIM Strategic Income Fund $975,000,000
GT Global Variable Investment Series
GT Global Variable America Fund $975,000,000
GT Global Variable Europe Fund $975,000,000
GT Global Variable International Fund $975,000,000
GT Global Variable New Pacific Fund $975,000,000
------------------
(1) Designated Borrower with a Designated Borrower Asset Coverage Ratio
of 4 to 1
-2-
<PAGE> 70
GT Global Variable Investment Trust
GT Global Variable Emerging Markets Fund (1) $975,000,000
GT Global Variable Global Government Income Fund $975,000,000
GT Global Variable Growth & Income Fund $975,000,000
GT Global Variable Infrastructure Fund $975,000,000
GT Global Variable Latin America Fund (1) $975,000,000
GT Global Variable Natural Resources Fund $975,000,000
GT Global Variable Strategic Income Fund $975,000,000
GT Global Variable Telecommunications Fund $975,000,000
GT Global Variable U.S. Government Income Fund $975,000,000
------------
Maximum Credit Available $,975,00000
============
- --------------------------
(1) Designated Borrower with a Designated Borrower Asset Coverage Ratio
of 4 to 1
-3-
<PAGE> 71
SCHEDULE II
COMMITMENTS, ADDRESSES, ETC.
Amount of
Name and Address of Lender Commitment
- -------------------------- ----------
THE CHASE MANHATTAN BANK $125,000,000
270 Park Avenue, 36th Floor
New York, New York 10017
Attention: Gail Weiss
Facsimile: (212) 270-1789
DEUTSCHE BANK AG $125,000,000
31 West 52nd Street, 23rd Floor
New York, New York 10019
Attention: Tykie Tobin
Facsimile: (212) 474-8346
CREDIT LYONNAIS, NEW YORK BRANCH $125,000,000
1301 Avenue of the Americas
New York, New York 10019
Attention: Kathleen Bowers
Facsimile: (212) 261-3401
SOCIETE GENERALE, NEW YORK BRANCH $125,000,000
1221 Avenue of the Americas, 11th Floor
New York, New York 10020
Attention: Indra Kish
Facsimile: (212) 278-7569
COMMERZBANK AG $125,000,000
2 World Financial Center
New York, NY 10281
Attention: Bill Early
Facsimile: (212) 266-7530
BANQUE NATIONALE DE PARIS $100,000,000
499 Park Avenue, 2nd Floor
New York, New York 10022
Attention: Laurent Vanderzyppe
Facsimile: (212) 415-9707
-4-
<PAGE> 72
THE FIRST NATIONAL BANK OF CHICAGO $100,000,000
153 West 51st Street
New York, NY 10019
Attention: Nicole Holzapfel
Facsimile: (212) 373-1393
THE BANK OF NOVA SCOTIA $75,000,000
One Liberty Plaza
New York, NY 10006
Attention: John Neylan
Facsimile: (212) 225-5286
STATE STREET BANK AND TRUST COMPANY $75,000,000
225 Franklin Street, LCC-2
Boston, Massachusetts 02110
Attention: Ned Siegel
Facsimile: (617) 662-2325
-5-
<PAGE> 73
SCHEDULE III
INVESTMENT ADVISORY AGREEMENTS
* Master Investment Advisory Agreement between A I M Advisors, Inc. and AIM
Equity Funds, Inc. dated February 28, 1997, as amended March 1, 1999 and March
12, 1999
* Master Sub-Advisory Agreement between A I M Advisors, Inc. and A I M Capital
Management, Inc. relating to the AIM Charter Fund, AIM Constellation Fund and
AIM Weingarten Fund portfolios of AIM Equity Funds, Inc. dated February 28, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and H. S. Dent Advisors,
Inc. relating to the AIM Dent Demographic Trends Fund portfolio of AIM Equity
Funds, Inc. dated May 11, 1999
* Master Investment Advisory Agreement between A I M Advisors, Inc. and AIM
Funds Group dated February 28, 1997, as amended May 1, 1998
* Master Investment Advisory Agreement between A I M Advisors, Inc. and AIM
International Funds, Inc. dated February 28, 1997, as amended November 1, 1997
* Master Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO Global
Asset Management Limited relating to the AIM Asian Growth Fund and AIM European
Development Fund portfolios of AIM International Funds, Inc. dated November 1,
1997
* Sub-Sub-Advisory Agreement between INVESCO Global Asset Management Limited and
INVESCO Asia Limited relating to the AIM Asian Growth Fund portfolio of AIM
International Funds, Inc. dated November 1, 1997
* Sub-Sub-Advisory Agreement between INVESCO Global Asset Management Limited and
INVESCO Asset Management Limited relating to the AIM European Development Fund
portfolio of AIM International Funds, Inc. dated November 1, 1997
* Master Investment Advisory Agreement between A I M Advisors, Inc. and AIM
Investment Securities Funds dated February 28, 1997, as amended September 28,
1998
* Master Investment Advisory Agreement between A I M Advisors, Inc. and AIM
Summit Fund, Inc. dated February 28, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and TradeStreet Investment
Associates, Inc. relating to AIM Summit Fund, Inc. dated February 28, 1997
<PAGE> 74
* Master Investment Advisory Agreement between A I M Advisors, Inc. and AIM
Tax-Exempt Funds, Inc. dated February 28, 1997, as amended September 20, 1997
* Investment Advisory Agreement between A I M Advisors, Inc. and AIM Advisor
Funds, Inc. dated August 4, 1997, as amended March 2, 1998
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO Capital
Management, Inc. relating to the AIM Advisor Large Cap Value Fund and the AIM
Advisor Flex Fund portfolios of AIM Advisor Funds, Inc. dated August 4, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO Global Asset
Management Limited relating to the AIM Advisor International Value Fund
portfolio of AIM Advisor Funds, Inc. dated August 4, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO Management &
Research, Inc. relating to the AIM Advisor MultiFlex Fund portfolio of AIM
Advisor Funds, Inc. dated August 4, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO Realty
Advisors, Inc. relating to the AIM Advisor Real Estate Fund portfolio of AIM
Advisor Funds, Inc. dated August 4, 1997
* Master Investment Advisory Agreement between A I M Advisors, Inc. and AIM
Variable Insurance Funds, Inc. dated February 28, 1997 and amendments dated
April 15, 1998 and December 14, 1998
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO Asset
Management Limited relating to the AIM V.I. Global Growth and Income Fund
portfolio of AIM Variable Insurance Funds, Inc. dated December 14, 1998
* Amended and Restated Investment Management and Administration Contract between
A I M Advisors, Inc. and AIM Growth Series dated March 18, 1999
* Amended and Restated Sub-Advisory Contract between A I M Advisors, Inc. and
INVESCO Asset Management Limited relating to the AIM Europe Growth portfolio of
AIM Growth Series dated February 12, 1999
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asset
Management (Japan) Limited relating to the AIM Japan Growth Fund portfolio of
AIM Growth Series dated April 1, 1999
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asia Management
Limited relating to the AIM New Pacific Growth Fund portfolio of AIM Growth
Series dated April 1, 1999
-2-
<PAGE> 75
* Amended and Restated Investment Management and Administration Contract between
A I M Advisors, Inc. and AIM Series Trust relating to AIM Global Trends Fund
dated September 8, 1998
* Amended and Restated Investment Management and Administration Contract between
A I M Advisors, Inc. and AIM Investment Funds dated June 1, 1999
* Amended and Restated Sub-Advisory Contract between A I M Advisors, Inc. and
INVESCO Asset Management Limited relating to the AIM Latin American Growth Fund,
AIM Emerging Markets Fund, AIM Global Growth & Income Fund, AIM Global
Government Income Fund and AIM Developing Markets Fund portfolios of AIM
Investment Funds dated February 12, 1999
* Investment Management and Administration Contract between A I M Advisors, Inc.
and GT Global Variable Investment Series dated May 29, 1998
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asia Limited
relating to the GT Global Variable New Pacific Fund portfolio of GT Global
Variable Investment Series dated April 1, 1999
* Amended and Restated Sub-Advisory Contract between A I M Advisors, Inc. and
INVESCO (NY), Inc. relating to the GT Global Variable America Fund and GT Global
Money Market Fund portfolios of GT Global Variable Investment Series dated April
1, 1999
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asset
Management Limited relating to the GT Global Variable Europe Fund and GT Global
Variable International Fund portfolios of GT Global Variable Investment Series
dated December 14, 1998
* Investment Management and Administration Contract between A I M Advisors, Inc.
and GT Global Variable Investment Trust dated May 29, 1998
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asset
Management Limited relating to the GT Global Variable Latin America Fund, GT
Global Variable Growth & Income Fund, GT Global Variable Emerging Markets Fund
and GT Global Variable Global Government Income Fund portfolios of GT Global
Variable Investment Trust dated December 14, 1998
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO (NY) Inc.
relating to GT Global Variable Strategic Income Fund and GT Global Variable U.S.
Government Income Fund portfolios of GT Global Investment Trust dated December
14, 1998
-3-
<PAGE> 76
SCHEDULE IV
ADMINISTRATION AGREEMENTS(2)
* Master Administrative Services Agreement between AIM Equity Funds, Inc. and
A I M Advisors, Inc. dated February 28, 1997, as amended March 1, 1999
* Master Administrative Services Agreement between AIM Funds Group and A I M
Advisors, Inc. dated February 28, 1997, as amended May 1, 1998
* Master Administrative Services Agreement between AIM International Funds, Inc.
and A I M Advisors, Inc. dated February 28, 1997, as amended November 1, 1997
* Master Administrative Services Agreement between AIM Investment Securities
Funds and A I M Advisors, Inc. dated February 28, 1997, as amended September 28,
1998
* Administrative Services Agreement between AIM Summit Fund, Inc. and A I M
Advisors, Inc. dated February 28, 1997
* Administrative Services Agreement (Shareholder Services) between A I M
Advisors, Inc. and A I M Fund Services, Inc. relating to AIM Summit Fund, Inc.
dated February 28, 1997
* Master Administrative Services Agreement between AIM Tax-Exempt Funds, Inc.
and A I M Advisors, Inc. dated February 28, 1997, as amended on September 20,
1997
* Operating Services Agreement between AIM Advisor Funds, Inc. and A I M
Advisors, Inc. dated August 4, 1997
* Master Administrative Services Agreement between A I M Advisors, Inc. and AIM
Variable Insurance Funds, Inc. dated May 1, 1998, as amended December 14, 1998
* Amended and Restated Administration Contract between AIM Growth Series and
A I M Advisors, Inc. relating to AIM Small Cap Equity Fund and AIM Basic Value
Fund dated September 8, 1998
- --------------------
(2) Administrative Services may also be provided to AIM Growth Series, AIM
Series Trust, AIM Investment Funds, GT Global Variable Investment Series and GT
Global Variable Investment Trust pursuant to the investment management and
administration contracts of such funds.
-4-
<PAGE> 77
* Fund Accounting and Pricing Agent Agreement between A I M Advisors, Inc. and
AIM Growth Series dated June 1, 1998
* Fund Accounting and Pricing Agent Agreement between A I M Advisors, Inc. and
AIM Series Trust dated June 1, 1998
* Administration Contract between GT Global Floating Rate Fund, Inc. (d/b/a AIM
Floating Rate Fund) and A I M Advisors, Inc. dated May 29, 1998
* Sub-Administration Contract between GT Global Floating Rate Fund, Inc. (d/b/a
AIM Floating Rate Fund), A I M Advisors, Inc. and INVESCO (NY), Inc. dated May
29, 1998
* Fund Accounting and Pricing Agent Agreement between Chancellor LGT Asset
Management, Inc. and GT Global Floating Rate Fund, Inc. (d/b/a AIM Floating Rate
Fund) dated January 13, 1998
* Administration Contract between AIM Investment Funds and A I M Advisors, Inc.
relating to AIM Global Consumer Products and Services Fund, AIM Global Financial
Services Fund, AIM Global Infrastructure Fund, AIM Global Resources Fund and AIM
Emerging Markets Debt Fund dated September 8, 1998
* Fund Accounting and Pricing Agent Agreement between A I M Advisors, Inc. and
GT Global Variable Investment Series dated June 1, 1998
* Fund Accounting and Pricing Agent Agreement between A I M Advisors, Inc. and
GT Global Variable Investment Trust dated June 1, 1998
-5-
<PAGE> 78
SCHEDULE V
CUSTODY AGREEMENTS
* Custodian Agreement between AIM Equity Funds, Inc. and State Street Bank and
Trust Company dated October 1, 1992, and amendments dated October 15, 1993,
September 19, 1995, December 4, 1995, September 28, 1996 and September 9, 1998
* Custodian Agreement between AIM Funds Group and State Street Bank and Trust
Company dated October 15, 1993, and amendments dated September 19, 1995,
September 28, 1996 and September 9, 1998
* Custodian Agreement between AIM Funds Group and The Bank of New York Group
relating to AIM Municipal Bond Fund dated October 19, 1995, as amended July 30,
1996
* Custodian Contract between AIM International Funds, Inc. and State Street Bank
and Trust Company dated November 8, 1991 and amendments dated July 1, 1994,
September 19, 1995, September 28, 1996, November 1, 1997 and September 9, 1998
* Custodian Agreement between AIM Investment Securities Funds and State Street
Bank and Trust Company dated September 28, 1998
* Custodian Agreement between AIM Summit Fund, Inc. and State Street Bank and
Trust Company dated March 7, 1988, and amendments dated September 19, 1995,
September 28, 1996 and September 9, 1998
* Custodian Agreement between AIM Tax-Exempt Funds, Inc. and The Bank of New
York dated October 19, 1995
* Custodian Contract between AIM Advisor Funds, Inc. and State Street Bank and
Trust Company dated August 4, 1997, as amended September 9, 1998, and Payment
Agreement among AIM Advisor Funds, Inc., A I M Advisors, Inc. and State Street
Bank and Trust Company dated August 4, 1997
* Custodian Contract between AIM Variable Insurance Funds, Inc. and State Street
Bank and Trust Company dated March 31, 1993 and amendments dated April 25, 1994,
September 19, 1995, September 28, 1996 and September 9, 1998
* Custodian Contract between G.T. Global Income Series, Inc. (now known as AIM
Growth Series) and State Street Bank and Trust Company dated September 15, 1988,
and amendments dated 1994, June 20, 1995 and January 26, 1999
-6-
<PAGE> 79
* Custodian Contract between AIM Series Trust and State Street Bank and Trust
Company dated June 1, 1998, as amended January 26, 1999
* Custodian Contract between GT Global Floating Rate Fund, Inc. (d/b/a AIM
Floating Rate Fund) and State Street Bank and Trust Company dated April 30,
1997, as amended January 26, 1999
* Custodian Contract between GT Global Income Series, Inc. (now known as AIM
Investment Funds) and State Street Bank and Trust Company dated April 27, 1988,
as amended August 17, 1994, as amended June 20, 1995, as amended January 26,
1999
* Custodian Contract GT Global Variable Investment Series and State Street Bank
and Trust Company dated February 3, 1993, as amended June 20, 1995, as amended
January 26, 1999
-7-
<PAGE> 80
SCHEDULE VI
DISTRIBUTION AGREEMENTS
* Master Distribution Agreement between A I M Distributors, Inc. and AIM Equity
Funds, Inc. with respect to the Class B Shares of all portfolios dated February
28, 1997, and amendments dated October 14, 1997, March 1, 1999 and May 12, 1999
* Master Distribution Agreement between A I M Distributors, Inc. and AIM Equity
Funds, Inc. with respect to the Class A Shares and C Shares of all portfolios
dated August 4, 1997, and amendments dated March 1, 1999 and May 12, 1999
* Master Distribution Agreement between Fund Management Company and AIM Equity
Funds, Inc. with respect to the Institutional Classes of AIM Charter Fund, AIM
Constellation Fund and AIM Weingarten Fund dated February 28, 1997
* Master Distribution Agreement between A I M Distributors, Inc. and AIM Funds
Group with respect to the Class B Shares of all portfolios dated February 28,
1997, as amended May 1, 1998
* Amended and Restated Master Distribution Agreement between A I M Distributors,
Inc. and AIM Funds Group with respect to the AIM Cash Reserve Shares of AIM
Money Market Fund and with respect to the Class A and C Shares of all portfolios
dated August 4, 1997, as amended December 21, 1998
* Amended and Restated Master Distribution Agreement between A I M Distributors,
Inc. and AIM International Funds, Inc. with respect to the Class A and Class C
Shares of all portfolios dated August 4, 1997, as amended November 1, 1997
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
International Funds, Inc. with respect to the Class B Shares of all portfolios
dated February 28, 1997, as amended November 1, 1997
* Amended and Restated Master Distribution Agreement between A I M Distributors,
Inc. and AIM Investment Securities Funds with respect to the Class A Shares of
AIM Limited Maturity Treasury Fund and the Class A and C Shares of AIM High
Yield Fund II dated September 28, 1998
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Investment Securities Funds with respect to the Class B Shares of AIM High Yield
Fund II dated September 28, 1998
-8-
<PAGE> 81
* Distribution Agreement between Fund Management Company and AIM Investment
Securities Funds with respect to the Institutional Class of AIM Limited Maturity
Treasury Fund dated February 28, 1997
* Distribution Agreement between A I M Distributors, Inc. and AIM Summit Fund,
Inc. dated February 28, 1997, as amended March 1, 1999
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Tax-Exempt Funds, Inc. with respect to the Class A Shares of AIM Tax-Exempt Bond
Fund of Connecticut, AIM Tax-Free Intermediate Fund and AIM Tax-Exempt Cash Fund
and with respect to the Class A and C Shares of AIM High Income Municipal Fund
dated September 20, 1997
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Tax-Exempt Funds, Inc. with respect to the Class B Shares of AIM High Income
Municipal Fund dated September 20, 1997
* Distribution Agreement between A I M Distributors, Inc. and AIM Advisor Funds,
Inc. with respect to the Class A and C Shares of all portfolios dated August 4,
1997
* Master Distribution Agreement between A I M Distributors, Inc. and AIM Advisor
Funds, Inc. with respect to the Class B Shares of all portfolios dated March 3,
1998
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Variable Insurance Funds, Inc. relating to all portfolios dated February 28,
1997 and amendments dated April 15, 1998 and December 14, 1998
* Distribution Agreement between AIM Distributors, Inc. and GT Global Floating
Rate Fund, Inc. (d/b/a AIM Floating Rate Fund) dated May 29, 1998
* Master Distribution Agreement between A I M Distributors, Inc. and AIM Growth
Series relating to Class A and C Shares of all portfolios dated May 3, 1999
* Distribution Agreement between A I M Distributors, Inc. and AIM Growth Series
relating to Class B Shares of all portfolios dated May 29, 1998, as amended
March 18, 1999
* Distribution Agreement between A I M Distributors, Inc. and AIM Growth Series
relating to Advisor Class Shares of all portfolios dated May 29, 1998, as
amended March 18, 1999
* Distribution Agreement between A I M Distributors, Inc. and AIM Series Trust
relating to Class A and C Shares of AIM Global Trends Fund dated May 29, 1998,
as amended September 8, 1998
-9-
<PAGE> 82
* Distribution Agreement between A I M Distributors, Inc. and AIM Series Trust
relating to Class B Shares of AIM Global Trends Fund dated May 29, 1998, as
amended September 8, 1998
* Distribution Agreement between A I M Distributors, Inc. and AIM Series Trust
relating to Advisor Class Shares of AIM Global Trends Fund dated May 29, 1998,
as amended September 8, 1998
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Investment Funds relating Class A and C Shares of all portfolios dated March 1,
1999
* Distribution Agreement between A I M Distributors, Inc. and AIM Investment
Funds relating to Class B Shares of all portfolios dated September 8, 1998, as
amended March 18, 1999
* Distribution Agreement between A I M Distributors, Inc. and AIM Investment
Funds relating to Advisor Class Shares of all portfolios dated September 8,
1998, as amended March 18, 1999
-10-
<PAGE> 83
DISTRIBUTION PLANS
* Amended and Restated Master Distribution Plan of AIM Equity Funds, Inc. with
respect to the Class B Shares of all portfolios (Effective June 14, 1995, as
amended June 11, 1996. Amended and restated June 30, 1997, and amendments dated
March 1, 1999 and May 12, 1999.)
* Fourth Amended and Restated Master Distribution Plan of AIM Equity Funds, Inc.
with respect to the Class A and C Shares of all portfolios (Effective September
27, 1993, and amendments dated March 8, 1994 and September 10, 1994. Amended and
restated June 15, 1995. Amended and restated June 30, 1997. Amended and restated
August 4, 1997. Amended and restated June 30, 1998, and amendments dated March
1, 1999 and May 12, 1999.)
* Second Amended and Restated Master Distribution Plan of AIM Funds Group with
respect to the Class B shares of all portfolios. (Effective August 31, 1993 and
amendments dated March 8, 1994 and September 10, 1994. Amended and restated May
2, 1995. Amended and restated June 30, 1997, as amended May 1, 1998.)
* Third Amended and Restated Master Distribution Plan of AIM Funds Group with
respect to the AIM Cash Reserve Shares of AIM Money Market Fund and the Class A
and C shares of all portfolios. (Effective August 31, 1993 and amendments dated
March 8, 1994 and September 10, 1994. Amended and restated June 30, 1997.
Amended and restated August 4, 1997. Amended and restated June 30, 1998, as
amended December 21, 1998.)
* Third Amended and Restated Master Distribution Plan of AIM International
Funds, Inc. with respect to the Class A and C Shares of all portfolios.
(Effective September 10, 1994, as amended September 10, 1994. Amended and
restated June 30, 1997. Amended and restated August 4, 1997. Amended and
restated June 30, 1998.)
* Second Amended and Restated Master Distribution Plan of AIM International
Funds, Inc. with respect to the Class B Shares of all portfolios. (Effective
September 10, 1994, as amended September 10, 1994. Amended and restated May 2,
1995. Amended and restated June 30, 1997, as amended November 1, 1997.)
* Third Amended and Restated Master Distribution Plan of AIM Investment
Securities Funds with respect to the Class A Shares of AIM Limited Maturity
Treasury Fund and the Class A and C Shares of AIM High Yield Fund II dated
September 28, 1998
* Master Distribution Plan of AIM Investment Securities Funds with respect to
the Class B Shares of AIM High Yield Fund II dated September 28, 1998
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<PAGE> 84
* Distribution Plan of AIM Summit Fund, Inc. with respect to the Class II Shares
dated March 1, 1999
* Third Amended and Restated Master Distribution Plan of AIM Tax-Exempt Funds,
Inc. with respect to the Class A Shares of AIM Tax-Exempt Bond Fund of
Connecticut, AIM Tax-Free Intermediate Fund and AIM Tax-Exempt Cash Fund and
with respect to the Class A and C Shares of AIM High Income Municipal Fund dated
September 20, 1997
* Master Distribution Plan of AIM Tax-Exempt Funds, Inc. with respect to the
Class B Shares of AIM High Income Municipal Fund dated September 20, 1997
* Plan and Agreement of Distribution Pursuant to Rule 12b-1 between A I M
Distributors, Inc. and AIM Advisor Funds, Inc. with respect to the Class A and C
Shares of all portfolios dated August 4, 1997, as amended March 2, 1998
* Master Distribution Plan of AIM Advisor Funds, Inc. with respect to the Class
B Shares of all portfolios dated March 3, 1998
* Master Distribution Plan of AIM Growth Series relating to Class A and C Shares
of all portfolios dated May 3, 1999
* Distribution Plan of AIM Growth Series relating to Class B Shares of all
portfolios dated May 29, 1998, as amended March 18, 1999
* Distribution Plan of AIM Series Trust relating Class A and C Shares of AIM
Global Trends Fund dated May 29, 1998, as amended September 8, 1998
* Distribution Plan of AIM Series Trust relating Class B Shares of AIM Global
Trends Fund dated May 29, 1998
* Master Distribution Plan of AIM Investment Funds relating to Class A and C
Shares of all portfolios dated March 1, 1999, as amended March 18, 1999
* Distribution Plan of AIM Investment Funds relating to Class B Shares of all
portfolios dated September 8, 1998, as amended March 18, 1999, as amended June
1, 1999
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<PAGE> 85
EXHIBIT A
FORM OF NOTE
$________________ New York, New York
__________, _____
FOR VALUE RECEIVED, the undersigned, ________________ (the "Borrower") , hereby
unconditionally promises to pay to the order of _______________________ (the
"Lender") at the office of State Street Bank and Trust Company, located at 225
Franklin Street, LCC-2, Boston, Massachusetts 02110, in lawful money of the
United States of America and in immediately available funds, on the Termination
Date the principal amount of (a) _____________________ DOLLARS ($___________),
or, if less, (b) the aggregate unpaid principal amount of all Loans made by the
Lender to the Borrower pursuant to subsection 2.1 of the Credit Agreement, as
hereinafter defined. The Borrower further agrees to pay interest in like money
at such office on the unpaid principal amount hereof from time to time
outstanding at the rates and on the dates specified in such Credit Agreement.
Anything in this Note to the contrary notwithstanding, the
Borrower shall be liable hereunder only for Loans borrowed by it under the
Credit Agreement and shall not be liable for the borrowings of any other
borrower under the Credit Agreement. The sole source of repayment of the
principal of and interest on each Loan hereunder made with respect to the
Borrower shall be the revenues and assets of such Borrower, and not the revenues
and assets of any other borrower under the Credit Agreement or the revenues and
assets of the Fund of which such Borrower is a series (except to the extent of
such Borrower).
The holder of this Note is authorized to endorse on the
schedule annexed hereto and made a part hereof the date and amount of each Loan
made pursuant to the Credit Agreement and the date and amount of each payment or
prepayment of principal thereof. Each such endorsement shall constitute prima
facie evidence of the accuracy of the information endorsed. The failure to make
any such endorsement shall not affect the obligations of the Borrower in respect
of such Loan.
This Note (a) is one of the Notes referred to in the Amended
and Restated Credit Agreement dated as of May 28, 1999 (as amended, supplemented
or otherwise modified from time to time, the "Credit Agreement") , among AIM
Equity Funds, Inc., a Maryland corporation, AIM Funds Group, a Delaware business
trust, AIM International Funds, Inc., a Maryland corporation, AIM Investment
Securities Funds, a Delaware business trust, AIM Tax-Exempt Funds, Inc., a
Maryland corporation, AIM Advisor Funds, Inc., a Maryland corporation, and AIM
Summit Fund, Inc., a Maryland corporation ("AIM Summit
<PAGE> 86
Fund"), AIM Variable Insurance Funds, Inc., a Maryland corporation, AIM Growth
Series, a Delaware business trust, AIM Series Trust, a Delaware business trust,
AIM Investment Funds, a Delaware business trust, GT Global Variable Investment
Series, a Delaware business trust, GT Global Variable Investment Trust, a
Delaware business trust and GT Global Floating Rate Fund, Inc., a Maryland
corporation, doing business as AIM Floating Rate Fund ("AIM Floating Rate")
(collectively, the "Funds") , each of which is executing the Credit Agreement on
behalf of itself, and, with respect to all Funds other than AIM Summit Fund and
AIM Floating Rate, certain of its respective investment portfolios set forth
beneath such Fund's name on Schedule I attached to the Credit Agreement, the
Lenders, the other banks and financial institutions from time to time parties
thereto, The Chase Manhattan Bank, as Administrative Agent, and State Street
Bank and Trust Company, as Operations Agent, (b) is subject to the provisions of
the Credit Agreement and (c) is subject to optional and mandatory prepayment in
whole or in part as provided in the Credit Agreement.
Upon the occurrence of any one or more of the Events of
Default, all amounts then remaining unpaid on this Note shall become, or may be
declared to be, immediately due and payable, all as provided in the Credit
Agreement.
All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.
As set forth in Section 9.15 of the Credit Agreement, no
Non-Recourse Person defined therein shall have any personal liability under or
by reason of this Note, the Credit Agreement or the Loan Documents, and all
obligations of the Borrower hereunder and thereunder are enforceable solely
against the Borrower and the Borrower's assets and properties.
Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[NAME OF FUND]
on behalf of _________________,
the Borrower
By: _____________________
Title:
-2-
<PAGE> 87
Schedule A to Note
LOANS AND REPAYMENTS OF LOANS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Date Amount of Loans Amount of Principal of Unpaid Principal Notation Made by
Loans Repaid Balance of Loans
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 88
EXHIBIT B
FORM OF ASSIGNMENT AND ACCEPTANCE
Reference is made to the Amended and Restated Credit Agreement
dated as of May 28, 1999 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among AIM Equity Funds, Inc., a Maryland
corporation, AIM Funds Group, a Delaware business trust, AIM International
Funds, Inc., a Maryland corporation, AIM Investment Securities Funds, a Delaware
business trust, AIM Tax-Exempt Funds, Inc., a Maryland corporation, AIM Advisor
Funds, Inc., a Maryland corporation, and AIM Summit Fund, Inc., a Maryland
corporation ("AIM Summit Fund"), AIM Variable Insurance Funds, Inc., a Maryland
corporation, AIM Growth Series, a Delaware business trust, AIM Series Trust, a
Delaware business trust, AIM Investment Funds, a Delaware business trust, GT
Global Variable Investment Series, a Delaware business trust, GT Global Variable
Investment Trust, a Delaware business trust and GT Global Floating Rate Fund,
Inc., a Maryland corporation, doing business as AIM Floating Rate Fund ("AIM
Floating Rate") (collectively, the "Funds"), each of which is executing the
Credit Agreement on behalf of itself, and, with respect to all Funds other than
AIM Summit Fund and AIM Floating Rate, certain of its respective investment
portfolios set forth beneath such Fund's name on Schedule I attached to the
Credit Agreement, the Lenders named therein, State Street Bank and Trust
Company, as Operations Agent (in such capacity, the "Operations Agent"), and The
Chase Manhattan Bank, as Administrative Agent for the Lenders (in such capacity,
the "Administrative Agent"). Unless otherwise defined herein, terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.
_________________________________________________ (the "Assignor") and
(the Assignee") agree as follows:
1. The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of
the Effective Date (as defined in Schedule 1 hereto), the interest described in
Schedule 1 hereto (the "Assigned Interest") in and to the Assignor's rights and
obligations under the Credit Agreement.
2. The Assignor (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or with
respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan Document or any
other instrument or document furnished pursuant thereto, other than that the
Assignor has not created any adverse claim upon the interest being assigned by
it hereunder and that such interest is free and clear of any such adverse claim;
(b) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any
<PAGE> 89
Borrower, or any other obligor or the performance or observance by any Borrower
or any other obligor of any of their respective obligations under the Credit
Agreement or any other Loan Document or any other instrument or document
furnished pursuant hereto or thereto; and (c) attaches any Notes held by it
evidencing the Assigned Facility and (i) requests that the Administrative Agent,
upon request by the Assignee, exchange the attached Notes for a new Note or
Notes payable to the Assignee and (ii) if the Assignor has retained any interest
in the Assigned Facility, requests that the Administrative Agent exchange the
attached Notes for a new Note or Notes payable to the Assignor, in each case in
amounts which reflect the assignment being made hereby (and after giving effect
to any other assignments which have become effective on the Effective Date).
3. The Assignee (a) represents and warrants that it is
legally authorized to enter into this Assignment and Acceptance, that it is a
"bank" (as defined in Section 2(a)(5) of the 1940 Act) and to its best
knowledge, it is not an "Affiliated person" (as defined in Section 2(a)(3) of
the 1940 Act) of any Borrower or AIM; (b) confirms that it has received a copy
of the Credit Agreement, together with copies of such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (c) agrees that it will,
independently and without reliance upon the Assignor, the Administrative Agent,
the Operations Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement, the
other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto; (d) appoints and authorizes the Administrative Agent and the
Operations Agent to take such action as agent on its behalf and to exercise such
powers and discretion under the Credit Agreement, the other Loan Documents or
any other instrument or document furnished pursuant hereto or thereto as are
delegated to the Administrative Agent and the Operations Agent by the terms
thereof, together with such powers as are incidental thereto; and (e) agrees
that it will be bound by the provisions of the Credit Agreement and will perform
in accordance with its terms all the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender including, if it
is organized under the laws of a jurisdiction outside the United States, its
obligation pursuant to subsection 2.13(b) of the Credit Agreement.
4. Following the execution of this Assignment and Acceptance,
it will be delivered to the Administrative Agent for acceptance by it and
recording by the Operations Agent pursuant to the Credit Agreement, effective as
of the Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of such
acceptance by the Administrative Agent and recording by the Operations Agent).
5. Upon such acceptance and recording, from and after the
Effective Date, the Operations Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignee whether such amounts have accrued prior to the
Effective Date or accrue subsequent to the Effective Date. The
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<PAGE> 90
Assignor and the Assignee shall make all appropriate adjustments in payments by
the Operations Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.
6. From and after the Effective Date, (a) the Assignee shall
be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and under the other Loan Documents and shall be bound by the
provisions thereof and (b) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.
7. This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of the date first above written by
their respective duly authorized officers on Schedule I hereto.
-3-
<PAGE> 1
EXHIBIT (b)(2)
FIRST AMENDMENT AGREEMENT
DATED AS OF JULY 23, 1999
among
AIM EQUITY FUNDS, INC.,
AIM FUNDS GROUP,
AIM INTERNATIONAL FUNDS, INC.,
AIM INVESTMENT SECURITIES FUNDS,
AIM TAX-EXEMPT FUNDS, INC.,
AIM ADVISOR FUNDS, INC.
AIM VARIABLE INSURANCE FUNDS, INC.,
AIM GROWTH SERIES,
AIM SERIES TRUST,
AIM INVESTMENT FUNDS,
GT GLOBAL VARIABLE INVESTMENT SERIES
and
GT GLOBAL VARIABLE INVESTMENT TRUST
on behalf of each Series
of Funds named herein,
AIM SUMMIT FUND, INC.
and
GT GLOBAL FLOATING RATE FUND, INC.
d/b/a AIM FLOATING RATE FUND
THE CHASE MANHATTAN BANK,
as Administrative Agent,
STATE STREET BANK AND TRUST COMPANY,
as Operations Agent
and
THE LENDERS NAMED HEREIN
--------------------
To the Amended and Restated Credit Agreement Dated as of May 28, 1999
---------------------
<PAGE> 2
THIS FIRST AMENDMENT AGREEMENT dated as of July 23, 1999 (this
"Amendment"), among AIM Equity Funds, Inc., a Maryland corporation ("AIM Equity
Funds"), AIM Funds Group, a Delaware business trust ("AIM Funds Group"), AIM
International Funds, Inc., a Maryland corporation ("AIM International Funds"),
AIM Investment Securities Funds, a Delaware business trust ("AIM Investment
Securities"), AIM Tax-Exempt Funds, Inc., a Maryland corporation ("AIM
Tax-Exempt"), AIM Advisor Funds, Inc., a Maryland corporation ("AIM Advisor
Funds"), AIM Variable Insurance Funds, Inc., a Maryland corporation ("AIM
Variable Insurance"), AIM Growth Series, a Delaware business trust ("AIM Growth
Series"), AIM Series Trust, a Delaware business trust ("AIM Series Trust"), AIM
Investment Funds, a Delaware business trust ("AIM Investment Funds"), GT Global
Variable Investment Series, a Delaware business trust ("GT Global Series"), GT
Global Variable Investment Trust, a Delaware business trust ("GT Global Trust"),
and AIM Summit Fund, Inc., a Maryland corporation ("AIM Summit Fund") and GT
Global Floating Rate Fund, Inc., a Maryland corporation, doing business as AIM
Floating Rate Fund ("AIM Floating Rate") (collectively, the "Funds"), each of
which is executing this agreement on behalf of itself, and, with respect to all
Funds other than AIM Summit Fund and AIM Floating Rate, certain of its
respective investment portfolios set forth beneath such Fund's name on Schedule
I attached hereto, as such Schedule I is amended and supplemented on the date
hereof to add the AIM Equity Funds Additional Borrowers (as defined in the
Agreement (as hereinafter defined)) as provided in Section 4.3 of the Agreement
(each of which investment portfolios, AIM Summit Fund and AIM Floating Rate is
individually, a "Borrower" and collectively, the "Borrowers"), the several banks
and other financial institutions from time to time parties to this Agreement
(the "Lenders"), The Chase Manhattan Bank, a New York banking corporation, as
administrative agent for the Lenders hereunder (in such capacity, the
"Administrative Agent"), and State Street Bank and Trust Company, a
Massachusetts trust company, as operations agent for the Lenders hereunder (in
such capacity, the "Operations Agent"), to the Amended and Restated Credit
Agreement dated as of May 28, 1999 among the Funds, the Lenders and the
Administrative Agent (the "Agreement");
W I T N E S S E T H :
WHEREAS, each Fund is a registered investment company under
the Investment Company Act of 1940;
WHEREAS, the Funds have requested the Lenders on behalf of
each Borrower to amend the Agreement in order to evidence the addition of the
AIM Equity Funds Additional Borrowers as Borrowers, add a bank as a Lender under
the Agreement and make loans severally to the Borrowers in an aggregate
principal amount not to exceed $1,000,000,000; and
WHEREAS, each Fund desires, and each Lender, the
Administrative Agent and the Operations Agent are willing, on the terms and
conditions set forth below, to modify certain terms of the Agreement as set
forth below;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto hereby agree as follows:
<PAGE> 3
SECTION 1. Defined Terms. Capitalized terms used herein and not defined
herein shall have the meanings specified in the Agreement.
SECTION 2. Amendments to the Agreement. Schedules I, II, III, IV and VI
of the Agreement are hereby deleted in their entireties and new Schedules I, II,
III, IV and VI are substituted in lieu thereof, in the forms of Schedules I, II,
III, IV and VI attached hereto.
SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective only upon the satisfaction or waiver of all of the following
conditions precedent:
(A) The parties hereto shall have duly executed and delivered this
Amendment, which execution by the Funds, the Administrative Agent and the
Operations Agent pursuant to Section 9.6(c) of the Agreement shall constitute
such parties' consent to the assignment by a Lender to a bank other than a
Lender or an affiliate thereof of a portion of such Lender's rights and
obligations under the Agreement.
(B) The conditions subsequent set forth in Section 4.3 of the Agreement
shall have been satisfied.
(C) The Administrative Agent shall have received an Assignment and
Acceptance, in the form of Exhibit A hereto, executed by the Assignee, the
assigning Lender, each Fund, the Administrative Agent and the Operations Agent,
delivered to the Administrative Agent for its acceptance and (upon the
Administrative Agent's notice thereof to the Operations Agent) recording in the
Register by the Operations Agent.
(D) The Administrative Agent shall have received from the Borrowers the
fees and expense reimbursements referred to under Section 6 hereof and from the
assigning Lender or the Assignee a registration and processing fee of $3,000.
(E) The Administrative Agent shall have received such other documents,
opinions, approvals or appraisals as the Administrative Agent may reasonably
request.
SECTION 4. Representations and Warranties. In order to induce the
Lenders and the Administrative Agent to enter into this Amendment, each Fund
hereby represents and warrants to the Administrative Agent, on behalf of itself
and on behalf of each investment portfolio thereof which is a Borrower: that the
Fund has full power, right and legal authority to execute, deliver and perform
its obligations under this Amendment; that the Fund has taken all corporate
action necessary to authorize the execution and delivery of, and the performance
of its obligations, and the obligations of each investment portfolio thereof
which is a Borrower, under this Amendment; that this Amendment constitutes a
legal, valid and binding obligation of the Fund and each investment portfolio
thereof which is a Borrower enforceable
-2-
<PAGE> 4
against it in accordance with its terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization or moratorium or similar laws affecting
the rights of creditors generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).
SECTION 5. Reference to and Effect on the Documents.
(A) Each reference in the Agreement to "this Agreement",
"hereunder", "hereof", "herein" or words of like import, and each reference to
the Agreement in documents related to the Agreement, shall mean and be a
reference to the Agreement as amended hereby.
(B) Except as specifically amended hereby, the Agreement and
all such related documents, and all other documents, agreements, instruments or
writings entered into in connection therewith, shall remain in full force and
effect and are hereby ratified, confirmed and acknowledged by each Fund, on
behalf of itself and on behalf of each investment portfolio thereof which is a
Borrower. The amendments set forth above are limited precisely as written and
shall not be deemed (i) to be a consent to any waiver or modification of any
other term or condition of the Agreement or any document delivered pursuant
thereto, (ii) to prejudice any right or rights which the Lenders, the
Administrative Agent or the Operations Agent may now or in the future have in
connection with the Agreement or (iii) to be a waiver of any now existing or
hereafter arising Default or Events of Default.
SECTION 6. Fees and Expenses. The Borrowers agree to pay or reimburse
the Administrative Agent, as stated in Section 9.5 of the Agreement, for its
reasonable out-of-pocket costs and expenses, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent
incurred by the Administrative Agent in connection with the preparation,
reproduction, execution and delivery of this Amendment and any other instruments
and documents to be delivered hereunder.
SECTION 7. Governing Law. This Amendment and the rights and obligations
of the parties hereunder shall be governed by and construed and interpreted in
accordance with the substantive laws of the State of New York, without regard
for its conflict of laws principles.
SECTION 8. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.
SECTION 9. Successors. This Amendment shall be binding upon the
successors and assigns of the parties hereto.
SECTION 10. Counterparts. This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this Amendment by signing any such
counterpart.
-3-
<PAGE> 5
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officer as of the day and year first above written.
AIM EQUITY FUNDS, INC.,
on behalf of itself and on behalf of AIM Aggressive
Growth Fund, AIM Blue Chip Fund, AIM Capital
Development Fund, AIM Charter Fund, AIM Constellation
Fund, AIM Large Cap Growth Fund and AIM Weingarten
Fund
AIM FUNDS GROUP,
on behalf of itself and on behalf of AIM Balanced
Fund, AIM Global Utilities Fund, AIM High Yield Fund,
AIM Income Fund, AIM Intermediate Government Fund,
AIM Municipal Bond Fund, AIM Select Growth Fund and
AIM Value Fund
AIM INTERNATIONAL FUNDS, INC.,
on behalf of itself and on behalf of AIM Asian Growth
Fund, AIM European Development Fund, AIM Global
Aggressive Growth Fund, AIM Global Growth Fund, AIM
Global Income Fund and AIM International Equity Fund
AIM INVESTMENT SECURITIES FUNDS,
on behalf of itself and on behalf of AIM High Yield
Fund II and AIM Limited Maturity Treasury Fund
AIM SUMMIT FUND, INC.
AIM TAX-EXEMPT FUNDS, INC.
on behalf of itself and on behalf of AIM High Income
Municipal Fund, AIM Tax-Exempt Bond Fund of
Connecticut and AIM Tax-Free Intermediate Fund
-4-
<PAGE> 6
AIM ADVISOR FUNDS, INC.
on behalf of itself and on behalf of AIM Advisor Flex
Fund, AIM Advisor International Value Fund, AIM
Advisor Large Cap Value and AIM Advisor Real Estate
Fund
AIM VARIABLE INSURANCE FUNDS, INC.
on behalf of itself and on behalf of AIM V.I.
Aggressive Growth Fund, AIM V.I. Balanced Fund, AIM
V.I. Capital Appreciation Fund, AIM V.I. Capital
Development Fund, AIM V.I. Diversified Income Fund,
AIM V.I. Global Growth and Income Fund, AIM V.I.
Global Utilities Fund, AIM V.I. Government Securities
Fund, AIM V.I. Growth and Income Fund, AIM V.I.
Growth Fund, AIM V.I. High Yield Fund, AIM V.I.
International Equity Fund, AIM V.I.
Telecommunications Fund and AIM V.I. Value Fund
AIM GROWTH SERIES
on behalf of itself and on behalf of AIM Basic Value
Fund, AIM Europe Growth Fund, AIM Japan Growth Fund,
AIM Mid Cap Equity Fund, AIM New Pacific Growth Fund
and AIM Small Cap Growth Fund
AIM SERIES TRUST
on behalf of itself and on behalf of AIM Global
Trends Fund
GT GLOBAL FLOATING RATE FUND, INC., d/b/a AIM
FLOATING RATE FUND
-5-
<PAGE> 7
AIM INVESTMENT FUNDS
on behalf of itself and on behalf of AIM Developing
Markets Fund, AIM Emerging Markets Debt Fund, AIM
Global Consumer Products and Services Fund, AIM
Global Financial Services Fund, AIM Global Government
Income Fund, AIM Global Growth & Income Fund, AIM
Global Health Care Fund, AIM Global Infrastructure
Fund, AIM Global Resources Fund, AIM Global
Telecommunications and Technology Fund, AIM Latin
American Growth Fund and AIM Strategic Income Fund
GT GLOBAL VARIABLE INVESTMENT SERIES
on behalf of itself and on behalf of GT Global
Variable America Fund, GT Global Variable Europe
Fund, GT Global Variable International Fund and GT
Global Variable New Pacific Fund
GT GLOBAL VARIABLE INVESTMENT TRUST
on behalf of itself and on behalf of GT Global
Variable Emerging Markets Fund, GT Global Variable
Global Government Income Fund, GT Global Variable
Growth & Income Fund, GT Global Variable
Infrastructure Fund, GT Global Variable Latin America
Fund, GT Global Variable Natural Resources Fund, GT
Global Variable Strategic Income Fund, GT Global
Variable Telecommunications Fund and GT Global
Variable U.S. Government Income Fund
By: /s/ DANA R. SUTTON
------------------------------
Title:
-6-
<PAGE> 8
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
By: /s/ GAIL WEISS
------------------------------
Title: Vice President
DEUTSCHE BANK AG, NEW YORK AND/OR
CAYMAN ISLANDS BRANCHES,
as a Lender
By: /s/ GEORGE-ANN TOBIN
------------------------------
Title: Managing Director
By: /s/ JOHNATHAN B.P. MENDES
------------------------------
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender
By: /s/ Illegible
------------------------------
Title: SVP
-7-
<PAGE> 9
BANQUE NATIONALE DE PARIS,
as a Lender
By: /s/ MARGUERITE L. LEBON
-------------------------------
Title: Assistant Vice President
By: /s/ LAURENT VANDERZYPPE
-------------------------------
Title: Vice President
COMMERZBANK AG, NEW YORK BRANCH
as a Lender
By: /s/ WILLIAM M. EARLEY
-------------------------------
Title: Senior Vice President
By: /s/ LAWRENCE J. MANOCHIO
-------------------------------
Title: Assistant Treasurer
THE FIRST NATIONAL BANK OF CHICAGO,
as a Lender
By: /s/ ILLEGIBLE
-------------------------------
Title: Assistant Vice President
SOCIETE GENERALE, NEW YORK BRANCH,
as a Lender
By: /s/ INDRA KISH
------------------------------
Title: Vice President
-8-
<PAGE> 10
THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/ JOHN W. CAMPBELL
------------------------------
Title: Unit Head
STATE STREET BANK AND TRUST COMPANY,
as Operations Agent and as a Lender
By: /s/ ILLEGIBLE
------------------------------
Title: Vice President
CITIBANK, N.A.,
as a Lender
By: /s/ ILLEGIBLE
------------------------------
Title: Vice President
-9-
<PAGE> 11
Delivered pursuant to Section 4.3 of the Agreement.
AIM EQUITY FUNDS, INC.
on behalf of itself and on behalf of AIM Large Cap
Basic Value Fund (formerly named AIM Growth and
Income Fund)
By: /s/ DANA R. SUTTON
------------------------------
Title: Vice President
AIM EQUITY FUNDS, INC.
on behalf of itself and on behalf of AIM Dent
Demographic Trends Fund
By: /s/ DANA R. SUTTON
------------------------------
Title: Vice President
-10-
<PAGE> 12
SCHEDULE I
FUNDS/BORROWERS
<TABLE>
<S> <C>
AIM Equity Funds, Inc.
AIM Aggressive Growth Fund $1,000,000,000
AIM Blue Chip Fund $1,000,000,000
AIM Capital Development Fund $1,000,000,000
AIM Charter Fund $1,000,000,000
AIM Constellation Fund $1,000,000,000
AIM Dent Demographic Trends Fund $1,000,000,000
AIM Large Cap Basic Value Fund $1,000,000,000
AIM Large Cap Growth Fund $1,000,000,000
AIM Weingarten Fund $1,000,000,000
AIM Funds Group
AIM Balanced Fund $1,000,000,000
AIM Global Utilities Fund $1,000,000,000
AIM HighYield Fund $1,000,000,000
AIM Income Fund $1,000,000,000
AIM Intermediate Government Fund $1,000,000,000
AIM Municipal Bond Fund $1,000,000,000
AIM Select Growth Fund $1,000,000,000
AIM Value Fund $1,000,000,000
</TABLE>
<PAGE> 13
<TABLE>
<S> <C>
AIM International Funds, Inc.
AIM Asian Growth Fund $1,000,000,000
AIM European Development Fund $1,000,000,000
AIM Global Aggressive Growth Fund $1,000,000,000
AIM Global Growth Fund $1,000,000,000
AIM Global Income Fund $1,000,000,000
AIM International Equity Fund $1,000,000,000
AIM Investment Securities Funds
AIM High Yield Fund II $1,000,000,000
AIM Limited Maturity Treasury Fund $1,000,000,000
AIM Summit Fund, Inc. $1,000,000,000
AIM Tax-Exempt Funds, Inc.
AIM High Income Municipal Fund $1,000,000,000
AIM Tax-Exempt Bond Fund of Connecticut $1,000,000,000
AIM Tax-Free Intermediate Fund $1,000,000,000
AIM Advisor Funds, Inc.
AIM Advisor Flex Fund $1,000,000,000
AIM Advisor International Value Fund $1,000,000,000
AIM Advisor Large Cap Value Fund $1,000,000,000
AIM Advisor Real Estate Fund $1,000,000,000
</TABLE>
<PAGE> 14
<TABLE>
<S> <C>
AIM Variable Insurance Funds, Inc.
AIM V.I. Aggressive Growth Fund $1,000,000,000
AIM V.I. Balanced Fund $1,000,000,000
AIM V.I. Capital Appreciation Fund $1,000,000,000
AIM V.I. Capital Development Fund $1,000,000,000
AIM V.I. Diversified Income Fund $1,000,000,000
AIM V.I. Global Growth and Income Fund $1,000,000,000
AIM V.I. Global Utilities Fund $1,000,000,000
AIM V.I. Government Securities Fund $1,000,000,000
AIM V.I. Growth and Income Fund $1,000,000,000
AIM V.I. Growth Fund $1,000,000,000
AIM V.I. High Yield Fund $1,000,000,000
AIM V.I. International Equity Fund $1,000,000,000
AIM V.I. Telecommunications Fund $1,000,000,000
AIM V.I. Value Fund $1,000,000,000
AIM Growth Series
AIM Basic Value Fund $1,000,000,000
AIM Europe Growth Fund $1,000,000,000
AIM Japan Growth Fund(1) $1,000,000,000
AIM Mid Cap Equity Fund $1,000,000,000
</TABLE>
- ----------------
(1) Designated Borrower with a Designated Borrower Asset Coverage Ratio
of 4 to 1
<PAGE> 15
<TABLE>
<S> <C>
AIM New Pacific Growth Fund(1) $1,000,000,000
AIM Small Cap Growth Fund $1,000,000,000
AIM Series Trust
AIM Global Trends Fund $1,000,000,000
GT Global Floating Rate Fund, Inc., $1,000,000,000
d/b/a AIM Floating Rate Fund
AIM Investment Funds
AIM Developing Markets Fund $1,000,000,000
AIM Emerging Markets Debt Fund(1) $1,000,000,000
AIM Global Consumer Products and Services Fund $1,000,000,000
AIM Global Financial Services Fund $1,000,000,000
AIM Global Government Income Fund $1,000,000,000
AIM Global Growth & Income Fund $1,000,000,000
AIM Global Health Care Fund $1,000,000,000
AIM Global Infrastructure Fund $1,000,000,000
AIM Global Resources Fund $1,000,000,000
AIM Global Telecommunications and Technology Fund $1,000,000,000
AIM Latin American Growth Fund(1) $1,000,000,000
AIM Strategic Income Fund $1,000,000,000
</TABLE>
- ----------------
(1) Designated Borrower with a Designated Borrower Asset Coverage Ratio
of 4 to 1
<PAGE> 16
<TABLE>
<S> <C>
GT Global Variable Investment Series
GT Global Variable America Fund $1,000,000,000
GT Global Variable Europe Fund $1,000,000,000
GT Global Variable International Fund $1,000,000,000
GT Global Variable New Pacific Fund $1,000,000,000
GT Global Variable Investment Trust
GT Global Variable Emerging Markets Fund(1) $1,000,000,000
GT Global Variable Global Government Income Fund $1,000,000,000
GT Global Variable Growth & Income Fund $1,000,000,000
GT Global Variable Infrastructure Fund $1,000,000,000
GT Global Variable Latin America Fund(1) $1,000,000,000
GT Global Variable Natural Resources Fund $1,000,000,000
GT Global Variable Strategic Income Fund $1,000,000,000
GT Global Variable Telecommunications Fund $1,000,000,000
GT Global Variable U.S. Government Income Fund $1,000,000,000
Maximum Credit Available $1,000,000,000
==============
</TABLE>
- ----------------
(1) Designated Borrower with a Designated Borrower Asset Coverage Ratio
of 4 to 1
<PAGE> 17
SCHEDULE II
COMMITMENTS, ADDRESSES, ETC.
<TABLE>
<CAPTION>
Amount of
Name and Address of Lender Commitment
- -------------------------- ------------
<S> <C>
THE CHASE MANHATTAN BANK $125,000,000
270 Park Avenue, 36th Floor
New York, New York 10017
Attention: Gail Weiss
Facsimile: (212) 270-1789
DEUTSCHE BANK AG $125,000,000
31 West 52nd Street, 23rd Floor
New York, New York 10019
Attention: Tykie Tobin
Facsimile: (212) 474-8346
CREDIT LYONNAIS, NEW YORK BRANCH $125,000,000
1301 Avenue of the Americas
New York, New York 10019
Attention: Kathleen Bowers
Facsimile: (212) 261-3401
COMMERZBANK AG $125,000,000
2 World Financial Center
New York, NY 10281
Attention: Bill Early
Facsimile: (212) 266-7530
BANQUE NATIONALE DE PARIS $100,000,000
499 Park Avenue, 2nd Floor
New York, New York 10022
Attention: Laurent Vanderzyppe
Facsimile: (212) 415-9707
</TABLE>
<PAGE> 18
<TABLE>
<S> <C>
THE FIRST NATIONAL BANK OF CHICAGO $100,000,000
153 West 51st Street
New York, NY 10019
Attention: Nicole Holzapfel
Facsimile: (212) 373-1393
SOCIETE GENERALE, NEW YORK BRANCH $ 75,000,000
1221 Avenue of the Americas, 11th Floor
New York, New York 10020
Attention: Indra Kish
Facsimile: (212) 278-7569
THE BANK OF NOVA SCOTIA $ 75,000,000
One Liberty Plaza
New York, NY 10006
Attention: John Neylan
Facsimile: (212) 225-5286
STATE STREET BANK AND TRUST COMPANY $ 75,000,000
225 Franklin Street, LCC-2
Boston, Massachusetts 02110
Attention: Ned Siegel
Facsimile: (617) 662-2325
CITIBANK, N.A. $ 75,000,000
399 Park Avenue, 12th Floor
New York, New York 10043
Attention: Alex Duka
Facsimile: (212) 371-6309
</TABLE>
<PAGE> 19
SCHEDULE III
INVESTMENT ADVISORY AGREEMENTS
* Master Investment Advisory Agreement between A I M Advisors, Inc. and
AIM Equity Funds, Inc. dated February 28, 1997, as amended March 1, 1999, May
12, 1999 and July 15, 1999
* Master Sub-Advisory Agreement between A I M Advisors, Inc. and
A I M Capital Management, Inc. relating to the AIM Charter Fund, AIM
Constellation Fund and AIM Weingarten Fund portfolios of AIM Equity Funds, Inc.
dated February 28, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and H. S. Dent
Advisors, Inc. relating to the AIM Dent Demographic Trends Fund portfolio of AIM
Equity Funds, Inc. dated May 12, 1999
* Master Investment Advisory Agreement between A I M Advisors, Inc. and
AIM Funds Group dated February 28, 1997, as amended May 1, 1998
* Master Investment Advisory Agreement between A I M Advisors, Inc. and
AIM International Funds, Inc. dated February 28, 1997, as amended November 1,
1997
* Master Sub-Advisory Agreement between A I M Advisors, Inc. and
INVESCO Global Asset Management Limited relating to the AIM Asian Growth Fund
and AIM European Development Fund portfolios of AIM International Funds, Inc.
dated November 1, 1997
* Sub-Sub-Advisory Agreement between INVESCO Global Asset Management
Limited and INVESCO Asia Limited relating to the AIM Asian Growth Fund portfolio
of AIM International Funds, Inc. dated November 1, 1997
* Sub-Sub-Advisory Agreement between INVESCO Global Asset Management
Limited and INVESCO Asset Management Limited relating to the AIM European
Development Fund portfolio of AIM International Funds, Inc. dated November 1,
1997
* Master Investment Advisory Agreement between A I M Advisors, Inc. and
AIM Investment Securities Funds dated February 28, 1997, as amended September
28, 1998
<PAGE> 20
* Master Investment Advisory Agreement between A I M Advisors, Inc. and
AIM Summit Fund, Inc. dated February 28, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and TradeStreet
Investment Associates, Inc. relating to AIM Summit Fund, Inc. dated February 28,
1997
* Master Investment Advisory Agreement between A I M Advisors, Inc. and
AIM Tax-Exempt Funds, Inc. dated February 28, 1997, as amended September 20,
1997
* Investment Advisory Agreement between A I M Advisors, Inc. and AIM
Advisor Funds, Inc. dated August 4, 1997, as amended March 2, 1998
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO Capital
Management, Inc. relating to the AIM Advisor Large Cap Value Fund and the AIM
Advisor Flex Fund portfolios of AIM Advisor Funds, Inc. dated August 4, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO Global
Asset Management Limited relating to the AIM Advisor International Value Fund
portfolio of AIM Advisor Funds, Inc. dated August 4, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO
Management & Research, Inc. relating to the AIM Advisor MultiFlex Fund portfolio
of AIM Advisor Funds, Inc. dated August 4, 1997
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO Realty
Advisors, Inc. relating to the AIM Advisor Real Estate Fund portfolio of AIM
Advisor Funds, Inc. dated August 4, 1997
* Master Investment Advisory Agreement between A I M Advisors, Inc. and
AIM Variable Insurance Funds, Inc. dated February 28, 1997 and amendments dated
April 15, 1998 and December 14, 1998
* Sub-Advisory Agreement between A I M Advisors, Inc. and INVESCO Asset
Management Limited relating to the AIM V.I. Global Growth and Income Fund
portfolio of AIM Variable Insurance Funds, Inc. dated December 14, 1998
<PAGE> 21
* Amended and Restated Investment Management and Administration Contract
between A I M Advisors, Inc. and AIM Growth Series dated March 18, 1999
* Amended and Restated Sub-Advisory Contract between A I M Advisors, Inc.
and INVESCO Asset Management Limited relating to the AIM Europe Growth portfolio
of AIM Growth Series dated February 12, 1999
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asset
Management (Japan) Limited relating to the AIM Japan Growth Fund portfolio of
AIM Growth Series dated April 1, 1999
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asia
Management Limited relating to the AIM New Pacific Growth Fund portfolio of AIM
Growth Series dated April 1, 1999
* Amended and Restated Investment Management and Administration Contract
between A I M Advisors, Inc. and AIM Series Trust relating to AIM Global Trends
Fund dated September 8, 1998
* Amended and Restated Investment Management and Administration Contract
between A I M Advisors, Inc. and AIM Investment Funds dated June 1, 1999
* Amended and Restated Sub-Advisory Contract between A I M Advisors, Inc.
and INVESCO Asset Management Limited relating to the AIM Latin American Growth
Fund, AIM Emerging Markets Fund, AIM Global Growth & Income Fund, AIM Global
Government Income Fund and AIM Developing Markets Fund portfolios of AIM
Investment Funds dated February 12, 1999
* Investment Management and Administration Contract between A I M
Advisors, Inc. and GT Global Variable Investment Series dated May 29, 1998
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asia
Limited relating to the GT Global Variable New Pacific Fund portfolio of GT
Global Variable Investment Series dated April 1, 1999
<PAGE> 22
* Amended and Restated Sub-Advisory Contract between A I M Advisors, Inc.
and INVESCO (NY), Inc. relating to the GT Global Variable America Fund and GT
Global Money Market Fund portfolios of GT Global Variable Investment Series
dated April 1, 1999
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asset
Management Limited relating to the GT Global Variable Europe Fund and GT Global
Variable International Fund portfolios of GT Global Variable Investment Series
dated December 14, 1998
* Investment Management and Administration Contract between A I M
Advisors, Inc. and GT Global Variable Investment Trust dated May 29, 1998
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO Asset
Management Limited relating to the GT Global Variable Latin America Fund, GT
Global Variable Growth & Income Fund, GT Global Variable Emerging Markets Fund
and GT Global Variable Global Government Income Fund portfolios of GT Global
Variable Investment Trust dated December 14, 1998
* Sub-Advisory Contract between A I M Advisors, Inc. and INVESCO (NY)
Inc. relating to GT Global Variable Strategic Income Fund and GT Global Variable
U.S. Government Income Fund portfolios of GT Global Investment Trust dated
December 14, 1998
<PAGE> 23
SCHEDULE IV
ADMINISTRATION AGREEMENTS(2)
* Master Administrative Services Agreement between AIM Equity Funds, Inc.
and A I M Advisors, Inc. dated February 28, 1997, as amended March 1, 1999, May
12, 1999 and July 15, 1999
* Master Administrative Services Agreement between AIM Funds Group and
A I M Advisors, Inc. dated February 28, 1997, as amended May 1, 1998
* Master Administrative Services Agreement between AIM International
Funds, Inc. and A I M Advisors, Inc. dated February 28, 1997, as amended
November 1, 1997
* Master Administrative Services Agreement between AIM Investment
Securities Funds and A I M Advisors, Inc. dated February 28, 1997, as amended
September 28, 1998
* Administrative Services Agreement between AIM Summit Fund, Inc. and
A I M Advisors, Inc. dated February 28, 1997
* Administrative Services Agreement (Shareholder Services) between A I M
Advisors, Inc. and A I M Fund Services, Inc. relating to AIM Summit Fund, Inc.
dated February 28, 1997
* Master Administrative Services Agreement between AIM Tax-Exempt Funds,
Inc. and A I M Advisors, Inc. dated February 28, 1997, as amended on September
20, 1997
* Operating Services Agreement between AIM Advisor Funds, Inc. and A I M
Advisors, Inc. dated August 4, 1997
* Master Administrative Services Agreement between A I M Advisors, Inc.
and AIM Variable Insurance Funds, Inc. dated May 1, 1998, as amended December
14, 1998
- -----------------
(2) Administrative Services may also be provided to AIM Growth Series, AIM
Series Trust, AIM Investment Funds, GT Global Variable Investment Series and GT
Global Variable Investment Trust pursuant to the investment management and
administration contracts of such funds.
<PAGE> 24
* Amended and Restated Administration Contract between AIM Growth Series
and A I M Advisors, Inc. relating to AIM Small Cap Equity Fund and AIM Basic
Value Fund dated September 8, 1998
* Fund Accounting and Pricing Agent Agreement between A I M Advisors,
Inc. and AIM Growth Series dated June 1, 1998
* Fund Accounting and Pricing Agent Agreement between A I M Advisors,
Inc. and AIM Series Trust dated June 1, 1998
* Administration Contract between GT Global Floating Rate Fund, Inc.
(d/b/a AIM Floating Rate Fund) and A I M Advisors, Inc. dated May 29, 1998
* Sub-Administration Contract between GT Global Floating Rate Fund, Inc.
(d/b/a AIM Floating Rate Fund), A I M Advisors, Inc. and INVESCO (NY), Inc.
dated May 29, 1998
* Fund Accounting and Pricing Agent Agreement between Chancellor LGT
Asset Management, Inc. and GT Global Floating Rate Fund, Inc. (d/b/a AIM
Floating Rate Fund) dated January 13, 1998
* Administration Contract between AIM Investment Funds and A I M
Advisors, Inc. relating to AIM Global Consumer Products and Services Fund, AIM
Global Financial Services Fund, AIM Global Infrastructure Fund, AIM Global
Resources Fund and AIM Emerging Markets Debt Fund dated September 8, 1998
* Fund Accounting and Pricing Agent Agreement between A I M Advisors,
Inc. and GT Global Variable Investment Series dated June 1, 1998
* Fund Accounting and Pricing Agent Agreement between A I M Advisors,
Inc. and GT Global Variable Investment Trust dated June 1, 1998
<PAGE> 25
SCHEDULE VI
DISTRIBUTION AGREEMENTS
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Equity Funds, Inc. with respect to the Class B Shares of all portfolios dated
February 28, 1997, and amendments dated October 14, 1997, March 1, 1999, May 12,
1999 and July 15, 1999
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Equity Funds, Inc. with respect to the Class A Shares and C Shares of all
portfolios dated August 4, 1997, and amendments dated March 1, 1999, May 12,
1999 and July 15, 1999
* Master Distribution Agreement between Fund Management Company and AIM
Equity Funds, Inc. with respect to the Institutional Classes of AIM Charter
Fund, AIM Constellation Fund and AIM Weingarten Fund dated February 28, 1997
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Funds Group with respect to the Class B Shares of all portfolios dated February
28, 1997, as amended May 1, 1998
* Amended and Restated Master Distribution Agreement between A I M
Distributors, Inc. and AIM Funds Group with respect to the AIM Cash Reserve
Shares of AIM Money Market Fund and with respect to the Class A and C Shares of
all portfolios dated August 4, 1997, as amended December 21, 1998
* Amended and Restated Master Distribution Agreement between A I M
Distributors, Inc. and AIM International Funds, Inc. with respect to the Class A
and Class C Shares of all portfolios dated August 4, 1997, as amended November
1, 1997
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
International Funds, Inc. with respect to the Class B Shares of all portfolios
dated February 28, 1997, as amended November 1, 1997
* Amended and Restated Master Distribution Agreement between A I M
Distributors, Inc. and AIM Investment Securities Funds with respect to the Class
A Shares of AIM Limited Maturity
<PAGE> 26
Treasury Fund and the Class A and C Shares of AIM High Yield Fund II dated
September 28, 1998
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Investment Securities Funds with respect to the Class B Shares of AIM High Yield
Fund II dated September 28, 1998
* Distribution Agreement between Fund Management Company and AIM
Investment Securities Funds with respect to the Institutional Class of AIM
Limited Maturity Treasury Fund dated February 28, 1997
* Distribution Agreement between A I M Distributors, Inc. and AIM Summit
Fund, Inc. dated February 28, 1997, as amended March 1, 1999
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Tax-Exempt Funds, Inc. with respect to the Class A Shares of AIM Tax-Exempt Bond
Fund of Connecticut, AIM Tax-Free Intermediate Fund and AIM Tax-Exempt Cash Fund
and with respect to the Class A and C Shares of AIM High Income Municipal Fund
dated September 20, 1997
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Tax-Exempt Funds, Inc. with respect to the Class B Shares of AIM High Income
Municipal Fund dated September 20, 1997
* Distribution Agreement between A I M Distributors, Inc. and AIM Advisor
Funds, Inc. with respect to the Class A and C Shares of all portfolios dated
August 4, 1997
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Advisor Funds, Inc. with respect to the Class B Shares of all portfolios dated
March 3, 1998
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Variable Insurance Funds, Inc. relating to all portfolios dated February 28,
1997 and amendments dated April 15, 1998 and December 14, 1998
* Distribution Agreement between AIM Distributors, Inc. and GT Global
Floating Rate Fund, Inc. (d/b/a AIM Floating Rate Fund) dated May 29, 1998
<PAGE> 27
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Growth Series relating to Class A and C Shares of all portfolios dated May 3,
1999
* Distribution Agreement between A I M Distributors, Inc. and AIM Growth
Series relating to Class B Shares of all portfolios dated May 29, 1998, as
amended March 18, 1999
* Distribution Agreement between A I M Distributors, Inc. and AIM Growth
Series relating to Advisor Class Shares of all portfolios dated May 29, 1998, as
amended March 18, 1999
* Distribution Agreement between A I M Distributors, Inc. and AIM Series
Trust relating to Class A and C Shares of AIM Global Trends Fund dated May 29,
1998, as amended September 8, 1998
* Distribution Agreement between A I M Distributors, Inc. and AIM Series
Trust relating to Class B Shares of AIM Global Trends Fund dated May 29, 1998,
as amended September 8, 1998
* Distribution Agreement between A I M Distributors, Inc. and AIM Series
Trust relating to Advisor Class Shares of AIM Global Trends Fund dated May 29,
1998, as amended September 8, 1998
* Master Distribution Agreement between A I M Distributors, Inc. and AIM
Investment Funds relating Class A and C Shares of all portfolios dated March 1,
1999
* Distribution Agreement between A I M Distributors, Inc. and AIM
Investment Funds relating to Class B Shares of all portfolios dated September 8,
1998, as amended March 18, 1999
* Distribution Agreement between A I M Distributors, Inc. and AIM
Investment Funds relating to Advisor Class Shares of all portfolios dated
September 8, 1998, as amended March 18, 1999
<PAGE> 28
DISTRIBUTION PLANS
* Amended and Restated Master Distribution Plan of AIM Equity Funds, Inc.
with respect to the Class B Shares of all portfolios (Effective June 14, 1995,
as amended June 11, 1996. Amended and restated June 30, 1997, and amendments
dated October 14, 1997, March 1, 1999, May 12, 1999 and July 15, 1999.)
* Fourth Amended and Restated Master Distribution Plan of AIM Equity
Funds, Inc. with respect to the Class A and C Shares of all portfolios
(Effective September 27, 1993, and amendments dated March 8, 1994 and September
10, 1994. Amended and restated June 15, 1995. Amended and restated June 30,
1997. Amended and restated August 4, 1997. Amended and restated June 30, 1998,
and amendments dated March 1, 1999, May 12, 1999 and July 15, 1999.)
* Second Amended and Restated Master Distribution Plan of AIM Funds Group
with respect to the Class B shares of all portfolios. (Effective August 31, 1993
and amendments dated March 8, 1994 and September 10, 1994. Amended and restated
May 2, 1995. Amended and restated June 30, 1997, as amended May 1, 1998.)
* Third Amended and Restated Master Distribution Plan of AIM Funds Group
with respect to the AIM Cash Reserve Shares of AIM Money Market Fund and the
Class A and C shares of all portfolios. (Effective August 31, 1993 and
amendments dated March 8, 1994 and September 10, 1994. Amended and restated June
30, 1997. Amended and restated August 4, 1997. Amended and restated June 30,
1998, as amended December 21, 1998.)
* Third Amended and Restated Master Distribution Plan of AIM
International Funds, Inc. with respect to the Class A and C Shares of all
portfolios. (Effective September 10, 1994, as amended September 10, 1994.
Amended and restated June 30, 1997. Amended and restated August 4, 1997. Amended
and restated June 30, 1998.)
* Second Amended and Restated Master Distribution Plan of AIM
International Funds, Inc. with respect to the Class B Shares of all portfolios.
(Effective September 10, 1994, as amended September 10, 1994. Amended and
restated May 2, 1995. Amended and restated June 30, 1997, as amended November 1,
1997.)
<PAGE> 29
* Third Amended and Restated Master Distribution Plan of AIM Investment
Securities Funds with respect to the Class A Shares of AIM Limited Maturity
Treasury Fund and the Class A and C Shares of AIM High Yield Fund II dated
September 28, 1998
* Master Distribution Plan of AIM Investment Securities Funds with
respect to the Class B Shares of AIM High Yield Fund II dated September 28, 1998
* Distribution Plan of AIM Summit Fund, Inc. with respect to the Class II
Shares dated March 1, 1999
* Third Amended and Restated Master Distribution Plan of AIM Tax-Exempt
Funds, Inc. with respect to the Class A Shares of AIM Tax-Exempt Bond Fund of
Connecticut, AIM Tax-Free Intermediate Fund and AIM Tax-Exempt Cash Fund and
with respect to the Class A and C Shares of AIM High Income Municipal Fund dated
September 20, 1997
* Master Distribution Plan of AIM Tax-Exempt Funds, Inc. with respect to
the Class B Shares of AIM High Income Municipal Fund dated September 20, 1997
* Plan and Agreement of Distribution Pursuant to Rule 12b-1 between A I M
Distributors, Inc. and AIM Advisor Funds, Inc. with respect to the Class A and C
Shares of all portfolios dated August 4, 1997, as amended March 2, 1998
* Master Distribution Plan of AIM Advisor Funds, Inc. with respect to the
Class B Shares of all portfolios dated March 3, 1998
* Master Distribution Plan of AIM Growth Series relating to Class A and C
Shares of all portfolios dated May 3, 1999
* Distribution Plan of AIM Growth Series relating to Class B Shares of
all portfolios dated May 29, 1998, as amended March 18, 1999
* Distribution Plan of AIM Series Trust relating Class A and C Shares of
AIM Global Trends Fund dated May 29, 1998, as amended September 8, 1998
* Distribution Plan of AIM Series Trust relating Class B Shares of AIM
Global Trends Fund dated May 29, 1998
<PAGE> 30
* Master Distribution Plan of AIM Investment Funds relating to Class A
and C Shares of all portfolios dated March 1, 1999, as amended March 18, 1999
* Distribution Plan of AIM Investment Funds relating to Class B Shares of
all portfolios dated September 8, 1998, as amended March 18, 1999, as amended
June 1, 1999
<PAGE> 31
EXHIBIT A
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Amended and Restated Credit Agreement
dated as of May 28, 1999 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement") , among AIM Equity Funds, Inc., a Maryland
corporation, AIM Funds Group, a Delaware business trust, AIM International
Funds, Inc., a Maryland corporation, AIM Investment Securities Funds, a Delaware
business trust, AIM Tax-Exempt Funds, Inc., a Maryland corporation, AIM Advisor
Funds, Inc., a Maryland corporation, and AIM Summit Fund, Inc., a Maryland
corporation ("AIM Summit Fund"), AIM Variable Insurance Funds, Inc., a Maryland
corporation, AIM Growth Series, a Delaware business trust, AIM Series Trust, a
Delaware business trust, AIM Investment Funds, a Delaware business trust, GT
Global Variable Investment Series, a Delaware business trust, GT Global Variable
Investment Trust, a Delaware business trust and GT Global Floating Rate Fund,
Inc., a Maryland corporation, doing business as AIM Floating Rate Fund ("AIM
Floating Rate") (collectively, the "Funds"), each of which executed the Credit
Agreement on behalf of itself, and, with respect to all Funds other than AIM
Summit Fund and AIM Floating Rate, certain of its respective investment
portfolios set forth beneath such Fund's name on Schedule I attached to the
Credit Agreement, the Lenders named therein, State Street Bank and Trust
Company, as Operations Agent (in such capacity, the "Operations Agent"), and The
Chase Manhattan Bank, as Administrative Agent for the Lenders (in such capacity,
the "Administrative Agent"). Unless otherwise defined herein, terms defined in
the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.
Societe Generale, New York Branch (the "Assignor") and
Citibank, N.A. (the "Assignee") agree as follows:
1. The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of
the Effective Date (as defined in Schedule 1 hereto), the interest described in
Schedule 1 hereto (the "Assigned Interest") in and to the Assignor's rights and
obligations under the Credit Agreement.
2. The Assignor (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or with
respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan Document or any
other instrument or
<PAGE> 32
document furnished pursuant thereto, other than that the Assignor has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim; (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any Borrower, or any other obligor or the performance or
observance by any Borrower or any other obligor of any of their respective
obligations under the Credit Agreement or any other Loan Document or any other
instrument or document furnished pursuant hereto or thereto; and (c) attaches
any Notes held by it evidencing the Assigned Facility and (i) requests that the
Administrative Agent, upon request by the Assignee, exchange the attached Notes
for a new Note or Notes payable to the Assignee and (ii) if the Assignor has
retained any interest in the Assigned Facility, requests that the Administrative
Agent exchange the attached Notes for a new Note or Notes payable to the
Assignor, in each case in amounts which reflect the assignment being made hereby
(and after giving effect to any other assignments which have become effective on
the Effective Date).
3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance, that it is a "bank" (as
defined in Section 2(a)(5) of the 1940 Act) and to its best knowledge, it is not
an "Affiliated person" (as defined in Section 2(a)(3) of the 1940 Act) of any
Borrower or AIM; (b) confirms that it has received a copy of the Credit
Agreement, together with copies of such other documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance; (c) agrees that it will, independently and
without reliance upon the Assignor, the Administrative Agent, the Operations
Agent or any other Lender and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement, the other Loan Documents
or any other instrument or document furnished pursuant hereto or thereto; (d)
appoints and authorizes the Administrative Agent and the Operations Agent to
take such action as agent on its behalf and to exercise such powers and
discretion under the Credit Agreement, the other Loan Documents or any other
instrument or document furnished pursuant hereto or thereto as are delegated to
the Administrative Agent and the Operations Agent by the terms thereof, together
with such powers as are incidental thereto; and (e) agrees that it will be bound
by the provisions of the Credit Agreement and will perform in accordance with
its terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender including, if it is organized under
the laws of a jurisdiction outside the United States, its obligation pursuant to
subsection 2.13(b) of the Credit Agreement.
4. Following the execution of this Assignment and Acceptance,
it will be delivered to the Administrative Agent for acceptance by it and
recording by the Operations Agent pursuant to the Credit Agreement, effective as
of the Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of such
acceptance by the Administrative Agent and recording by the Operations Agent).
<PAGE> 33
5. Upon such acceptance and recording, from and after the
Effective Date, the Operations Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignee whether such amounts have accrued prior to the
Effective Date or accrue subsequent to the Effective Date. The Assignor and the
Assignee shall make all appropriate adjustments in payments by the Operations
Agent for periods prior to the Effective Date or with respect to the making of
this assignment directly between themselves.
6. From and after the Effective Date, (a) the Assignee shall
be a party to the Credit Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and under the other Loan Documents and shall be bound by the
provisions thereof and (b) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.
7. This Assignment and Acceptance shall be governed by and
construed in accordance with the laws of the State of New York.
<PAGE> 34
IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of the Effective Date by their
respective duly authorized officer.
AIM EQUITY FUNDS, INC.,
on behalf of itself and on behalf of AIM
Aggressive Growth Fund, AIM Blue Chip Fund,
AIM Capital Development Fund, AIM Charter
Fund, AIM Constellation Fund, AIM Dent
Demographic Trends Fund, AIM Large Cap Basic
Value Fund, AIM Large Cap Growth Fund and
AIM Weingarten Fund
AIM FUNDS GROUP,
on behalf of itself and on behalf of AIM
Balanced Fund, AIM Global Utilities Fund,
AIM High Yield Fund, AIM Income Fund, AIM
Intermediate Government Fund, AIM Municipal
Bond Fund, AIM Select Growth Fund and AIM
Value Fund
AIM INTERNATIONAL FUNDS, INC.,
on behalf of itself and on behalf of AIM
Asian Growth Fund, AIM European Development
Fund, AIM Global Aggressive Growth Fund, AIM
Global Growth Fund, AIM Global Income Fund
and AIM International Equity Fund
AIM INVESTMENT SECURITIES FUNDS,
on behalf of itself and on behalf of AIM
High Yield Fund II and AIM Limited Maturity
Treasury Fund
AIM SUMMIT FUND, INC.
AIM TAX-EXEMPT FUNDS, INC.
on behalf of itself and on behalf of AIM
High Income Municipal Fund, AIM Tax-Exempt
Bond Fund of Connecticut and AIM Tax-Free
Intermediate Fund
<PAGE> 35
AIM ADVISOR FUNDS, INC.
on behalf of itself and on behalf of AIM
Advisor Flex Fund, AIM Advisor International
Value Fund, AIM Advisor Large Cap Value Fund
and AIM Advisor Real Estate Fund
AIM VARIABLE INSURANCE FUNDS, INC.
on behalf of itself and on behalf of AIM
V.I. Aggressive Growth Fund, AIM V.I.
Balanced Fund, AIM V.I. Capital Appreciation
Fund, AIM V.I. Capital Development Fund, AIM
V.I. Diversified Income Fund, AIM V.I.
Global Growth and Income Fund, AIM V.I.
Global Utilities Fund, AIM V.I. Government
Securities Fund, AIM V.I. Growth and Income
Fund, AIM V.I. Growth Fund, AIM V.I. High
Yield Fund, AIM V.I. International Equity
Fund, AIM V.I. Telecommunications Fund and
AIM V.I. Value Fund
AIM GROWTH SERIES
on behalf of itself and on behalf of AIM
Basic Value Fund, AIM Europe Growth Fund,
AIM Japan Growth Fund, AIM Mid Cap Equity
Fund, AIM New Pacific Growth Fund and AIM
Small Cap Growth Fund
AIM SERIES TRUST
on behalf of itself and on behalf of AIM
Global Trends Fund
<PAGE> 36
GT GLOBAL FLOATING RATE FUND, INC., d/b/a
AIM FLOATING RATE FUND
AIM INVESTMENT FUNDS
on behalf of itself and on behalf of AIM
Developing Markets Fund, AIM Emerging
Markets Debt Fund, AIM Global Consumer
Products and Services Fund, AIM Global
Financial Services Fund, AIM Global
Government Income Fund, AIM Global Growth &
Income Fund, AIM Global Health Care Fund,
AIM Global Infrastructure Fund, AIM Global
Resources Fund, AIM Global
Telecommunications and Technology Fund, AIM
Latin American Growth Fund and AIM Strategic
Income Fund
GT GLOBAL VARIABLE INVESTMENT SERIES
on behalf of itself and on behalf of GT
Global Variable America Fund, GT Global
Variable Europe Fund, GT Global Variable
International Fund and GT Global Variable
New Pacific Fund
GT GLOBAL VARIABLE INVESTMENT TRUST
on behalf of itself and on behalf of GT
Global Variable Emerging Markets Fund, GT
Global Variable Global Government Income
Fund, GT Global Variable Growth & Income
Fund, GT Global Variable Infrastructure
Fund, GT Global Variable Latin America Fund,
GT Global Variable Natural Resources Fund,
GT Global Variable Strategic Income Fund, GT
Global Variable Telecommunications Fund and
GT Global Variable U.S. Government Income
Fund
By:
------------------------------
Title:
<PAGE> 37
SOCIETE GENERALE, NEW YORK BRANCH,
as assigning Lender
By:
------------------------------
Title:
CITIBANK, N.A.,
as Assignee
By:
------------------------------
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:
------------------------------
Title:
STATE STREET BANK AND TRUST COMPANY,
as Operations Agent
By:
------------------------------
Title:
<PAGE> 38
SCHEDULE 1
Name and Address of Assignee Assigned Interest
- ---------------------------- -----------------
CITIBANK, N.A. $50,000,000
399 Park Avenue, 12th Floor
New York, New York 10043
Attention: Alex Duka
Effective Date
- --------------
July 23, 1999
<PAGE> 1
EXHIBIT (g)(1)
[LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of GT Global Floating Rate Fund, Inc.
(d/b/a AIM Floating Rate Fund):
We hereby consent to the inclusion of our report dated February 19, 1999 on
our audit of the financial statements and financial highlights of the GT Global
Floating Rate Fund, Inc. (d/b/a AIM Floating Rate Fund) as of December 31, 1998
in the Issuer Tender Offer Statement with respect to the Schedule 13E-4 filing,
dated August 12, 1999, under the Securities Exchange Act of 1934, as amended, of
the GT Global Floating Rate Fund, Inc. (d/b/a AIM Floating Rate Fund).
/s/ PRICEWATERHOUSECOOPERS LLP
Boston, Massachusetts
August 12, 1999
<PAGE> 2
REPORT OF
INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
To the Shareholders and Board of Trustees of AIM Floating Rate Fund (formerly GT
Global Floating Rate Fund, Inc.):
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of the AIM Floating Rate Fund at
December 31, 1998, and the results of its operations, the changes in its net
assets and the financial highlights for the periods indicated, in conformity
with generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of investments owned at December 31, 1998 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.
PRICEWATERHOUSECOOPERS LLP
BOSTON, MASSACHUSETTS
FEBRUARY 19, 1999
F-1
<PAGE> 3
PORTFOLIO OF INVESTMENTS
December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MOODY'S
RATING PRINCIPAL VALUE % OF NET
SENIOR SECURED FLOATING RATE INTERESTS{.:}{/\} (UNAUDITED) AMOUNT (NOTE 1) ASSETS
- ------------------------------------------------------------- -------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Leisure & Tourism (13.0%)
Patriot American Hospitality, Inc.: ....................... NR 2.9
Term loan B due 3/31/03 ................................. 5,620,313 $ 5,402,526
Term loan due 3/31/00 ................................... 1,488,971 1,455,469
Term loan due 3/31/99 ................................... 1,323,529 1,293,750
Starwood Hotels & Resorts Worldwide, Inc.: ................ NR 1.7
Term loan due 2/23/03 ................................... 5,000,000 4,937,500
Extended Stay America, Inc.: .............................. NR 1.7
Term loan B due 12/31/03 ................................ 5,000,000 4,900,000
Interval International Corp.: ............................. NR 1.4
Term loan B due 12/16/05 ................................ 2,103,750 2,097,176
Term loan C due 12/15/06 ................................ 2,103,750 2,097,176
The Resort at Summerlin, Inc.: ............................ NR 1.4
Term loan A due 3/31/04 ................................. 4,000,000 3,970,000
KSL Recreation Group, Inc.: ............................... B2 1.3
Revolving Credit due 4/30/03 ............................ 4,011,429 2,516,362
Term loan A due 4/30/05 ................................. 707,143 699,336
Term loan B due 4/30/06 ................................. 707,143 699,336
ASC-West, Inc.: ........................................... B1 1.2
Term loan due 5/31/06 ................................... 3,571,429 3,571,429
Aladdin Gaming, LLC.: ..................................... B2 0.9
Term loan C due 2/26/08 ................................. 2,222,223 2,194,444
Term loan B due 8/26/06 ................................. 277,778 274,305
ASC East, Inc.: ........................................... B1 0.5
Term loan due 5/31/06 ................................... 1,428,570 1,428,570
------------
37,537,379
------------
Broadcasting & Publishing (7.9%)
Capstar Broadcasting Corp.: ............................... B3 3.4
Term loan B due 5/31/05 ................................. 9,950,000 9,894,031
White Knight Broadcasting, Inc.: .......................... NR 1.8
Term loan B due 9/30/05 ................................. 5,329,268 5,315,945
21st Century Newspapers, Inc.: ............................ Ba3 1.7
Term loan due 9/15/05 ................................... 4,962,500 4,894,266
Comcorp Broadcasting, Inc.: ............................... NR 1.0
Term loan B due 9/30/05 ................................. 2,926,829 2,897,561
------------
23,001,803
------------
Chemicals (7.7%)
Lyondell Petrochemical Co.: ............................... Ba2 3.6
Term loan B due 6/30/05 ................................. 10,479,000 10,217,025
Huntsman Specialty Chemicals Corp.: ....................... Ba2 1.6
Term loan due 3/15/07 ................................... 2,727,273 2,707,636
Term loan C due 3/15/05 ................................. 2,152,144 2,136,003
Sterling Pulp Chemicals (SASK) Ltd.: ...................... NR 1.3
Term loan B due 6/30/05 ................................. 3,640,598 3,604,192
Huntsman Corp.: ........................................... Ba2 1.2
Term loan B due 6/30/04 ................................. 3,442,437 3,412,316
------------
22,077,172
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-2
<PAGE> 4
PORTFOLIO OF INVESTMENTS (cont'd)
December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MOODY'S
RATING PRINCIPAL VALUE % OF NET
SENIOR SECURED FLOATING RATE INTERESTS{.:}{/\} (UNAUDITED) AMOUNT (NOTE 1) ASSETS
- ------------------------------------------------------------- -------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Household Products (5.5%)
20th Century Plastics, Inc.: .............................. NR 2.6
Term loan B due 9/30/05 ................................. 3,988,889 $ 3,958,972
Term loan C due 9/30/06 ................................. 3,491,250 3,465,066
Century Maintenance Supply, Inc.: ......................... NR 1.7
Term loan B due 7/8/05 .................................. 4,975,000 4,912,813
Paint Sundry Brands Corp.: ................................ NR 1.2
Term loan B due 8/11/05 ................................. 1,795,500 1,764,079
Term loan C due 8/11/06 ................................. 1,661,667 1,632,588
------------
15,733,518
------------
Business & Public Services (5.2%)
Bridge Information Systems, Inc.: ......................... B1 1.7
Term loan due 5/29/05 ................................... 5,000,000 4,940,000
Genicom Corp.: ............................................ NR 1.6
Term loan B due 9/5/04 .................................. 4,843,750 4,698,438
Safety-Kleen Services Inc.: ............................... Ba3 1.0
Term loan B due 4/3/04 .................................. 1,356,818 1,356,818
Term loan C due 4/3/05 .................................. 1,356,818 1,356,818
Decision One Corp.: ....................................... B1 0.9
Term loan B due 8/6/05 .................................. 2,962,500 2,562,562
------------
14,914,636
------------
Health Care Services (4.7%)
Mariner Post-Acute Network, Inc.: ......................... Ba3 1.8
Term loan B due 3/31/05 ................................. 2,495,000 2,457,575
Term loan C due 3/31/06 ................................. 2,495,000 2,457,575
MedPartners, Inc.: ........................................ B1 1.6
Term loan B due 6/9/01 .................................. 4,636,661 4,485,969
Genesis Health Ventures, Inc.: ............................ Ba3 0.8
Term loan B due 9/30/04 ................................. 1,203,598 1,182,535
Term loan C due 6/30/05 ................................. 1,200,806 1,179,791
The Multicare Companies, Inc.: ............................ B1 0.5
Term loan B due 9/30/04 ................................. 1,234,375 1,208,145
Term loan C due 6/1/05 .................................. 410,417 401,695
------------
13,373,285
------------
Auto Parts (4.3%)
American Axle & Manufacturing of Michigan, Inc.: .......... Ba3 1.7
Term loan due 4/30/06 ................................... 5,000,000 4,962,500
Federal-Mogul Corp.: ...................................... Ba2 1.6
Term loan B due 12/31/05 ................................ 4,500,000 4,454,999
Joan Fabrics Corp.: ....................................... B1 1.0
Term loan B due 6/30/05 ................................. 1,907,401 1,893,096
Term loan C due 6/30/06 ................................. 990,514 983,085
------------
12,293,680
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-3
<PAGE> 5
PORTFOLIO OF INVESTMENTS (cont'd)
December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MOODY'S
RATING PRINCIPAL VALUE % OF NET
SENIOR SECURED FLOATING RATE INTERESTS{.:}{/\} (UNAUDITED) AMOUNT (NOTE 1) ASSETS
- ------------------------------------------------------------- -------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Consumer Services (3.9%)
Coinmach Laundry Corp.: ................................... Ba2 2.4
Term loan B due 6/30/05 ................................. 6,932,538 $ 6,897,875
Rent-A-Center, Inc.: ...................................... Ba3 1.5
Term loan C due 2/5/07 .................................. 2,408,924 2,366,767
Term loan B due 2/5/06 .................................. 1,970,938 1,936,446
------------
11,201,088
------------
Cable Television (3.4%)
Charter Communications Entertainment, L.P.: ............... Ba3 1.7
Term loan due 9/30/07 ................................... 5,000,000 4,987,500
Charter Communications Southeast, L.P.: ................... Ba3 1.7
Term loan C due 1/1/08 .................................. 5,000,000 4,953,125
------------
9,940,625
------------
Wireless Communications (3.4%)
Western PCS Holding Corp.: ................................ B1 1.7
Term loan B due 6/26/07 ................................. 5,000,000 4,968,750
Commnet Cellular, Inc.: ................................... B1 1.7
Term loan D due 9/30/07 ................................. 3,252,033 3,228,992
Term loan C due 3/31/07 ................................. 1,161,440 1,153,211
Term loan B due 9/30/06 ................................. 586,527 582,251
------------
9,933,204
------------
Appliances & Household (3.4%)
Simmons Co., Inc.: ........................................ Ba3 1.7
Term loan C due 10/29/06 ................................ 3,562,500 3,544,688
Term loan B due 10/29/05 ................................ 1,424,489 1,417,367
The Imperial Home Decor Group: ............................ B1 1.7
Term loan B due 3/13/05 ................................. 3,300,000 3,262,875
Term loan C due 3/13/06 ................................. 1,700,000 1,680,875
------------
9,905,805
------------
Transportation - Shipping (2.6%)
American Commercial Lines: ................................ Ba2 1.7
Term loan C due 6/30/07 ................................. 2,877,301 2,861,122
Term loan B due 6/30/06 ................................. 2,111,273 2,099,401
Atlas Freighter Leasing, Inc.: ............................ Ba3 0.9
Term loan due 5/29/04 ................................... 2,734,865 2,706,380
------------
7,666,903
------------
Plastics & Rubber (2.6%)
Intesys Technologies, Inc.: ............................... NR 2.6
Term loan due 6/30/06 ................................... 7,485,000 7,410,150
------------
Gas Production & Distribution (2.4%)
Ferrellgas, L.P.: ......................................... NR 2.4
Term loan C due 6/17/06 ................................. 7,000,000 7,000,000
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-4
<PAGE> 6
PORTFOLIO OF INVESTMENTS (cont'd)
December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MOODY'S
RATING PRINCIPAL VALUE % OF NET
SENIOR SECURED FLOATING RATE INTERESTS{.:}{/\} (UNAUDITED) AMOUNT (NOTE 1) ASSETS
- ------------------------------------------------------------- -------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Machinery & Engineering (2.4%)
Formax, Inc.: ............................................. NR 2.4
Term loan B due 9/30/05 ................................. 6,965,000 $ 6,930,175
------------
Pharmaceuticals (2.4%)
Leiner Health Products Group: ............................. Ba3 1.5
Term loan C due 12/30/05 ................................ 4,451,207 4,417,822
Endo Pharmaceuticals, Inc.: ............................... B1 0.9
Term loan B due 6/30/04 ................................. 2,452,381 2,427,857
------------
6,845,679
------------
Paper/Packaging (2.3%)
Graham Packaging Co.: ..................................... B1 1.3
Term loan D due 1/31/07 ................................. 1,446,429 1,439,196
Term loan B due 1/31/06 ................................. 1,353,516 1,343,364
Term loan C due 1/31/07 ................................. 1,121,484 1,115,877
Stone Container Corp.: .................................... Ba3 1.0
Term loan E due 10/1/03 ................................. 2,895,738 2,877,640
------------
6,776,077
------------
Restaurants (1.7%)
AFC Enterprises, Inc.: .................................... Ba3 1.7
Term loan B due 6/30/04 ................................. 4,987,500 4,975,031
------------
Retailers-Food (1.7%)
Star Markets, Inc.: ....................................... Ba3 1.7
Term Loan C due 12/31/02 ................................ 4,954,088 4,941,703
------------
Beverages - Non-alcoholic (1.6%)
Mistic/Snapple Brands, Inc.: .............................. NR 1.6
Term loan B due 6/1/04 .................................. 2,439,492 2,421,196
Term loan C due 6/1/05 .................................. 2,439,492 2,421,196
------------
4,842,392
------------
Office Equipment (1.6%)
Dictaphone Corp.: ......................................... B2 1.6
Term loan C due 12/31/02 ................................ 2,475,000 2,351,250
Term loan B due 6/30/02 ................................. 2,436,828 2,290,618
------------
4,641,868
------------
Coal (1.6%)
P & L Coal Holdings Corp.: ................................ NR 1.0
Term loan B due 6/9/06 .................................. 2,769,231 2,751,924
Centennial Resoures, Inc.:-/- ............................. NR 0.6
Term loan B due 3/31/04 ................................. 1,966,666 983,334
Term loan A due 3/31/02 ................................. 850,000 425,000
Revolving Credit due 6/30/99 ............................ 355,789 176,704
------------
4,336,962
------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-5
<PAGE> 7
PORTFOLIO OF INVESTMENTS (cont'd)
December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MOODY'S
RATING PRINCIPAL VALUE % OF NET
SENIOR SECURED FLOATING RATE INTERESTS{.:}{/\} (UNAUDITED) AMOUNT (NOTE 1) ASSETS
- ------------------------------------------------------------- -------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Other Consumer Goods (1.5%)
The Boyds Collection, Ltd.: ............................... Ba3 1.5
Term loan B due 4/21/06 ................................. 4,216,667 $ 4,169,229
------------
Industrial Components (1.4%)
Thermadyne MFG. L.L.C.: ................................... B1 1.4
Term loan B due 5/22/05 ................................. 1,990,000 1,976,319
Term loan C due 5/22/06 ................................. 1,990,000 1,976,319
------------
3,952,638
------------
Building Materials & Components (1.3%)
Atrium Cos., Inc.: ........................................ B1 1.3
Term Loan C due 6/30/06 ................................. 1,963,333 1,951,554
Term Loan B due 6/30/05 ................................. 1,716,481 1,706,182
------------
3,657,736
------------
Medical Technology & Supplies (0.9%)
Sterling Diagnostic Imaging, Inc.: ........................ NR 0.9
Term loan due 6/30/05 ................................... 2,497,596 2,472,620
------------ -----
TOTAL SENIOR SECURED FLOATING RATE INTERESTS (cost
$265,043,827) .............................................. 260,531,358 90.4
------------ -----
<CAPTION>
VALUE % OF NET
REPURCHASE AGREEMENT (NOTE 1) ASSETS
- ------------------------------------------------------------- ------------ -------------
<S> <C> <C> <C> <C>
Dated December 31, 1998, with State Street Bank & Trust
Co., due January 4, 1999, for an effective yield of 4.50%,
collateralized by $325,000 U.S. Treasury Notes, 4.00% due
10/31/00 and $22,395,000 U.S. Treasury Notes, 6.875% due
5/15/06 (market value of collateral is $25,825,681
including accrued interest). (cost $25,314,000) .......... 25,314,000 8.8
------------ -----
TOTAL INVESTMENTS (cost $290,357,827) * .................... 285,845,358 99.2
Other Assets and Liabilities ................................ 2,228,208 0.8
------------ -----
NET ASSETS .................................................. $288,073,566 100.0
------------ -----
------------ -----
</TABLE>
- --------------
{.:} Senior secured corporate loans and senior secured debt securities
in the Fund's portfolio generally have variable rates which adjust
to a base, such as the London Inter-Bank Offered Rate ("LIBOR"), on
set dates, typically every 30 days but not greater than one year;
and/or have interest rates that float at a margin above a widely
recognized base lending rate such as the Prime Rate of a designated
U.S. bank. Senior secured floating rate interests are, at present,
not readily marketable and may be subject to restrictions on
resale.
{/\} Senior secured floating rate interests often require prepayments
from excess cash flow or permit the borrower to repay at its
election. The degree to which borrowers repay, whether as a
contractual requirement or at their election, cannot be predicted
with accuracy. As a result, the actual remaining maturity may be
substantially less than the stated maturities shown. However, it is
anticipated that the senior secured floating rate interests will
have an expected average life of three to five years.
-/- Non-income producing security: Centennial Resources, Inc. filed for
bankruptcy under Chapter 11 on October 13, 1998.
* For Federal income tax purposes, cost is $290,357,827 and
appreciation (depreciation) is as follows:
<TABLE>
<S> <C>
Unrealized appreciation: $ 4,815
Unrealized depreciation: (4,517,284)
-------------
Net unrealized depreciation: $ (4,512,469)
-------------
-------------
</TABLE>
Abbreviation:
NR--Not rated
The accompanying notes are an integral part of the financial statements.
F-6
<PAGE> 8
STATEMENT OF ASSETS
AND LIABILITIES
December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Assets:
Investments at value (cost $290,357,827) (Note 1).......................................... $285,845,358
U.S. currency.............................................................................. 756
Interest receivable........................................................................ 2,294,966
Receivable for Fund shares sold............................................................ 1,469,019
Unamortized organizational costs (Note 1).................................................. 141,376
Receivable for securities sold............................................................. 30,148
Miscellaneous receivable................................................................... 3,798
-----------
Total assets............................................................................. 289,785,421
-----------
Liabilities:
Payable for distribution................................................................... 785,474
Deferred facility fees (Note 1)............................................................ 582,302
Payable for investment management and administration fees (Note 2)......................... 241,073
Payable for professional fees.............................................................. 39,949
Payable for printing and postage expenses.................................................. 14,218
Payable for transfer agent fees (Note 2)................................................... 9,928
Payable for securities purchased........................................................... 8,989
Payable for fund accounting fees (Note 2).................................................. 7,258
Payable for registration and filing fees................................................... 3,139
Payable for Trustees' fees and expenses.................................................... 2,141
Payable for custodian fees................................................................. 1,886
Other accrued expenses..................................................................... 15,398
-----------
Total liabilities........................................................................ 1,711,755
-----------
Minority interest (Note 1)................................................................. 100
-----------
Net assets................................................................................... $288,073,566
-----------
-----------
Net asset value and offering price per share
($288,073,566 DIVIDED BY 29,274,261 shares outstanding).................................... $ 9.84
-----------
-----------
Net assets consist of:
Paid in capital (Note 4)................................................................... $292,414,237
Undistributed net investiment income....................................................... 161,289
Accumulated net realized gain on investments............................................... 10,509
Net unrealized depreciation of investments................................................. (4,512,469)
-----------
Total -- representing net assets applicable to shares of common stock outstanding............ $288,073,566
-----------
-----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-7
<PAGE> 9
STATEMENT OF OPERATIONS
Year ended December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
Investment income:
Interest income.................................................................................... $18,745,091
Facility fees earned............................................................................... 311,167
Interest expense (Note 1).......................................................................... (11,594)
----------
Total investment income.......................................................................... 19,044,664
----------
Expenses:
Investment management and administration fees (Note 2)............................................. 2,715,134
Printing and postage expenses...................................................................... 257,766
Professional fees.................................................................................. 230,750
Transfer agent fees (Note 2)....................................................................... 184,250
Registration and filing fees....................................................................... 93,150
Fund accounting fees (Note 2)...................................................................... 68,019
Amortization of organization costs (Note 1)........................................................ 42,468
Trustees' fees and expenses (Note 2)............................................................... 30,540
Custodian fees..................................................................................... 3,970
Other expenses..................................................................................... 79,382
----------
Total expenses before reductions................................................................. 3,705,429
Expenses reimbursed by A I M Advisors, Inc. (Note 2)........................................... (299,381)
----------
Total net expenses............................................................................... 3,406,048
----------
Net investment income................................................................................ 15,638,616
----------
Net realized and unrealized gain (loss) on investments: (Note 1)
Net realized gain on investments................................................................... 10,508
Net unrealized depreciation on investments......................................................... (4,634,050)
----------
Net realized and unrealized gain (loss) on investments............................................... (4,623,542)
----------
Net increase in net assets resulting from operations................................................. $11,015,074
----------
----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-8
<PAGE> 10
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MAY 1, 1997
(COMMENCEMENT
OF
YEAR ENDED OPERATIONS) TO
DECEMBER 31, DECEMBER 31,
1998 1997
------------- --------------
<S> <C> <C>
Increase (decrease) in net assets
Operations:
Net investment income................. $15,638,616 $ 5,351,450
Net realized gain on investments...... 10,508 150,555
Net change in unrealized appreciation
(depreciation) of investments........ (4,634,050) 121,581
------------- --------------
Net increase in net assets resulting
from operations.................... 11,015,074 5,623,586
------------- --------------
Distributions to shareholders: (Note 1)
From net investment income............ (15,477,327) (5,351,450)
From net realized gain on
investments.......................... (150,555) --
------------- --------------
Total distributions................. (15,627,882) (5,351,450)
------------- --------------
Capital share transactions: (Note 4)
Increase from capital shares sold and
reinvested........................... 170,075,753 168,538,536
Decrease from capital shares
repurchased.......................... (39,086,520) (7,213,531)
------------- --------------
Net increase from capital share
transactions....................... 130,989,233 161,325,005
------------- --------------
Total increase in net assets............ 126,376,425 161,597,141
Net assets:
Beginning of year..................... 161,697,141 100,000
------------- --------------
End of year *........................ $288,073,566 $161,697,141
------------- --------------
------------- --------------
* Includes undistributed net
investment income.................... $ 161,289 $ --
------------- --------------
------------- --------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-9
<PAGE> 11
STATEMENT OF CASH FLOWS
Year ended December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Cash Provided by Operating Activities:
Net increase in net assets resulting from operations...... $ 11,015,074
Increase in receivables................................. (952,065)
Increase in payables.................................... 156,855
Net realized and unrealized gain on investments......... 4,623,542
Increase in deferred facility fees...................... 393,307
Decrease in unamortized organization costs.............. 42,468
---------------
Net cash provided by operating activities............. 15,279,181
---------------
Cash Used for Investing Activities:
Proceeds from principal payments and sales of senior
floating rate interests.................................. 155,074,585
Purchases of senior secured floating rate interests....... (263,037,556)
Purchases of short-term investments....................... (4,074,810,000)
Proceeds from sales and maturities of short-term
investments.............................................. 4,051,099,000
---------------
Net cash used in investing activities................. (131,673,971)
---------------
Cash Provided by Financing Activities:
Proceeds from capital shares sold and reinvested.......... 163,500,280
Disbursements from capital shares repurchased............. (39,086,520)
Dividends paid to shareholders............................ (8,018,356)
Proceeds from bank line of credit......................... 38,416,000
Repayment of proceeds from bank line of credit............ (38,416,000)
---------------
Net cash provided by financing activities............. 116,395,404
---------------
Net increase in cash...................................... 614
Cash at Beginning of Period............................... 142
---------------
Cash at End of Period..................................... $ 756
---------------
---------------
Non-Cash Financing Activities:
Value of capital shares issued in reinvestment of
dividends paid to shareholders........................... $ 7,380,819
---------------
---------------
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-10
<PAGE> 12
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Contained below is per share operating performance data for a share outstanding,
total investment return, ratios and supplemental data. This information has been
derived from information provided in the financial statements.
<TABLE>
<CAPTION>
MAY 1, 1997
(COMMENCEMENT
OF
YEAR ENDED OPERATIONS) TO
DECEMBER 31, DECEMBER 31,
1998 1997
-------------- --------------
<S> <C> <C>
Per Share Operating Performance:
Net asset value, beginning of period.... $ 10.02 $ 10.00
-------------- --------------
Income from investment operations:
Net investment income................. 0.68 0.46
Net realized and unrealized gain
(loss) on investments................ (0.18) 0.02
-------------- --------------
Net increase from investment
operations......................... 0.50 0.48
-------------- --------------
Distributions to shareholders:
From net investment income............ (0.67) (0.46)
From net realized gain on
investments.......................... (0.01) --
-------------- --------------
Total distributions................. (0.68) (0.46)
-------------- --------------
Net asset value, end of period.......... $ 9.84 $ 10.02
-------------- --------------
-------------- --------------
Total investment return (c)............. 5.25 % 5.04 %(b)
Ratios and supplemental data:
Net assets, end of period (in 000's).... $ 288,074 $ 161,697
Ratio of net investment income to
average net assets:
With expense reimbursement (Note 2)... 6.88 % 7.26 %(a)
Without expense reimbursement......... 6.75 % 6.24 %(a)
Ratio of expenses to average net assets:
With expense reimbursement (Note 2)... 1.50 % 1.50 %(a)
Without expense reimbursement......... 1.63 % 2.52 %(a)
Ratio of interest expense to average net
assets................................. 0.01 % 0.15 %(a)
Portfolio turnover rate................. 75 % 118 %(a)
</TABLE>
- --------------
(a) Annualized
(b) Not annualized
(c) Total investment return does not include sales charges.
The accompanying notes are an integral part of the financial statements.
F-11
<PAGE> 13
NOTES TO
FINANCIAL STATEMENTS
December 31, 1998
- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
GT Global Floating Rate Fund, Inc., d/b/a AIM Floating Rate Fund (the "Fund"),
is organized as a Maryland corporation and is registered under the Investment
Company Act of 1940, as amended ("1940 Act"), as a continuously offered
non-diversified, closed-end management investment company.
The Fund invests all of its investable assets in the Floating Rate Portfolio
("Portfolio"). The Portfolio is organized as a Delaware business trust and is
registered under the 1940 Act as a non-diversified, closed-end management
investment company.
The Portfolio has investment objectives, policies, and limitations substantially
identical to those of the Fund. Therefore, the financial statements of the Fund
and the Portfolio have been presented on a consolidated basis, and represent all
activities of both the Fund and the Portfolio. Through December 31, 1998, all of
the beneficial interest in the Portfolio was owned either by the Fund or INVESCO
(NY), Inc., the Portfolio's investment sub-sub-advisor which has a nominal
($100) investment in the Portfolio.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of income and expenses during the reporting year. Actual
results could differ from those estimates. The following is a summary of
significant accounting policies in conformity with generally accepted accounting
principles consistently followed by the Fund in the preparation of the financial
statements.
(A) PORTFOLIO VALUATION
The Portfolio invests primarily in senior secured corporate loans ("Corporate
Loans") and senior secured debt securities ("Corporate Debt Securities") that
meet credit standards established by INVESCO Senior Secured Management, Inc.,
(the "Sub-Adviser"), formerly, Chancellor LGT Senior Secured Management, Inc.
When possible, A I M Advisors, Inc. (the "Manager") or the Sub-Adviser will rely
on quotations provided by banks, dealers or pricing services with respect to
Corporate Loans and Corporate Debt Securities. Whenever it is not possible to
obtain such quotes, the Sub-Adviser, subject to guidelines reviewed by the
Portfolio's Board of Trustees, values the Corporate Loans and Corporate Debt
Securities at Fair Value, which approximates market value. In valuing a
Corporate Loan or Corporate Debt Security, the Sub-Adviser considers, among
other factors, (i) the credit worthiness of the U.S. or non-U.S. Company
borrowing or issuing Corporate Debt Securities and any intermediate loan
participants, (ii) the current interest rate, period until next interest rate
reset and maturity of the Corporate Loan or Corporate Debt Security, (iii)
recent prices in the market for instruments of similar quality, rate, and period
until next interest rate reset and maturity.
(B) REPURCHASE AGREEMENTS
With respect to repurchase agreements entered into by the Portfolio, it is the
Portfolio's policy to always receive, as collateral, United States government
securities or other high quality debt securities of which the value, including
accrued interest, is at least equal to the amount to be repaid to the Portfolio
under each agreement at its maturity. Repurchase agreements are valued at cost
plus accrued interest.
(C) INTERMEDIATE PARTICIPANTS
The Portfolio invests primarily in Corporate Loans from U.S. or non-U.S.
companies (the "Borrowers"). The investment of the Portfolio in a Corporate Loan
may take the form of participation interests or assignments. If the Portfolio
purchases a participation interest from a syndicate of lenders ("Lenders") or
one of the participants in the syndicate ("Participant"), one or more of which
administers the loan on behalf of all the Lenders (the "Agent Bank"), the
Portfolio would be required to rely on the Lender that sold the participation
interest not only for the enforcement of the Portfolio's rights against the
Borrower but also for the receipt and processing of payments due to the
Portfolio under the Corporate Loans. As such, the Portfolio is subject to the
credit risk of the Borrower and a Participant. Lenders and Participants
interposed between the Portfolio and a Borrower, together with Agent Banks, are
referred to as "Intermediate Participants".
(D) INVESTMENT TRANSACTIONS
Investment transactions are accounted for on the trade date (date the order to
buy or sell is executed). The cost of investments sold is determined on a
first-in, first-out basis, unless otherwise specified. The Portfolio may trade
securities on other than normal settlement terms. This may increase the market
risk if the other party to the transaction fails to deliver and causes the
Portfolio to subsequently invest at less advantageous prices.
(E) TAXES
It is the policy of the Fund to meet the requirements for qualification as a
"regulated investment company" under the Internal Revenue Code of 1986, as
amended ("Code"). It is also the intention of the Fund to make distributions
sufficient to avoid imposition of any excise tax under Section 4982 of the Code.
Therefore, no provision has been made for Federal taxes on income, capital
gains, and unrealized appreciation of securities held, or excise tax on income
and capital gains.
(F) DISTRIBUTIONS TO SHAREHOLDERS
Distributions to shareholders from net investment income are declared daily and
paid or reinvested monthly. Income and capital gain distributions are determined
in accordance with Federal income tax regulations which may differ from
generally accepted accounting principles. These differences are primarily due to
differing treatments
F-12
<PAGE> 14
of income and gains on various investment securities held by the Portfolio and
timing differences.
(G) DEFERRED ORGANIZATIONAL EXPENSES
Expenses incurred by the Fund or Portfolio in connection with its organization
aggregated $212,350. These expenses are being amortized on a straightline basis
over a five-year period.
(H) RESTRICTED SECURITIES
The Portfolio may invest all or substantially all of its assets in Corporate
Loans, Corporate Debt Securities or other securities that are rated below
investment grade by a nationally recognized statistical rating organization, or
in comparable unrated securities. The Portfolio is permitted to invest in
privately placed restricted securities. These securities may be resold in
transactions exempt from registration or to the public if the securities are
registered. Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
(I) SECURITIES PURCHASED ON A WHEN-ISSUED AND DELAYED
DELIVERY BASIS
The Portfolio may purchase and sell interests in Corporate Loans and Corporate
Debt Securities and other portfolio securities on a when-issued and delayed
delivery basis, with payment and delivery scheduled for a future date. No income
accrues to the Portfolio on such interests or securities in connection with such
transactions prior to the date the Portfolio actually takes delivery of such
interests or securities. These transactions are subject to market fluctuations
and are subject to the risk that the value at delivery may be more or less than
the trade date purchase price. Although the Portfolio will generally purchase
these securities with the intention of acquiring such securities, they may sell
such securities before the settlement date. These securities are identified on
the accompanying Portfolio of Investments. The Portfolio has set aside
sufficient cash or liquid high grade debt securities as collateral for these
purchase commitments.
(J) INVESTMENT INCOME
Investment income is recorded on an accrual basis. Where a high level of
uncertainty exists as to collection of income on securities, income is recorded
net of all withholding tax with any rebate recorded when received. Facility fees
received are recognized as income over the expected life of the loan. Market
discounts are accreted over the stated life of each applicable security.
(K) LINE OF CREDIT
The Fund, along with certain other funds advised and/or administered by A I M
Advisors, Inc. ("AIM" or the "Manager"), has a line of credit with BankBoston
and State Street Bank and Trust Company. The arrangements with the banks allow
the Fund and certain other funds to borrow, on a first come, first served basis,
an aggregate maximum amount of $250,000,000. The Fund is limited to borrowing up
to 33 1/3% of the value of the Fund's total assets. On December 31, 1998, the
Fund had no outstanding loan balance.
For the year ended December 31, 1998, the weighted average outstanding daily
balance of bank loans (based on the number of days the loans were outstanding)
was $2,799,958 with a weighted average interest rate of 6.21%. Interest expense
for the year ended was $11,594.
2. RELATED PARTIES
A I M Advisors, Inc. (the "Manager") is the investment manager and administrator
for the Fund and Portfolio, INVESCO Senior Secured Management, Inc. (formerly,
Chancellor LGT Senior Secured Management, Inc.) is the Portfolio's investment
sub-adviser ("Sub-Adviser"), and INVESCO (NY), Inc. (formerly Chancellor LGT
Asset Management, Inc.) is the Portfolio's sub-sub-adviser. As of the close of
business on May 29, 1998, Liechtenstein Global Trust AG ("LGT"), the former
indirect parent organization of Chancellor LGT Asset Management, Inc.
("Chancellor LGT") and Chancellor LGT Senior Secured Management, Inc. ("Senior
Secured"), consummated a purchase agreement with AMVESCAP PLC pursuant to which
AMVESCAP PLC acquired LGT's Asset Management Division, which included Chancellor
LGT, Senior Secured and certain other affiliates. As a result of this
transaction, Chancellor LGT was renamed INVESCO (NY), Inc., Senior Secured was
renamed INVESCO Senior Secured Management, Inc., and each of them is now an
indirect wholly-owned subsidiary of AMVESCAP PLC. A I M Distributors, Inc. ("AIM
Distributors"), a wholly-owned subsidiary of the Manager, became the Fund's
distributor as of the close of business on May 29, 1998. Finally, as of the
close of business on September 4, 1998, A I M Fund Services, Inc. ("AFS"), an
affiliate of the Manager and AIM Distributors, replaced GT Global Investor
Services, Inc. ("GT Services") as the transfer agent of the Fund.
The Fund pays the Manager administration fees at the annualized rate of 0.25% of
such Fund's average daily net assets. The Portfolio pays investment management
and administration fees to the Manager at the annualized rate of 0.95% of the
Portfolio's average daily net assets.
AIM Distributors serves as the Fund's distributor. For the year ended May 29,
1998, GT Global, Inc. ("GT Global") served as the Fund's distributor.
Certain redemptions of common shares made within four years of purchase are
subject to an early withdrawal charge, in accordance with the fund's current
prospectus. For the period ended December 31, 1998, AIM Distributors and GT
Global collected early withdrawal charges in the amount of $475,585 and $77,982,
respectively for the Fund.
The Manager and AIM Distributors have undertaken to limit the Fund's expenses
(exclusive of brokerage commissions, taxes, interest, and extraordinary
expenses) to the maximum annual rate of 1.50% of the average daily net assets of
the Fund.
Effective as of the close of business September 4, 1998, the Fund, pursuant to a
transfer agency and service agreement, has agreed to pay AFS an annualized fee
of $24.85 per shareholder accounts that are open during any monthly period (this
fee includes all out-of-pocket expenses), and an annualized fee of $0.70 per
shareholder account that is closed during any monthly period. Both fees shall be
F-13
<PAGE> 15
billed by AFS monthly in arrears on a prorated basis of 1/12 of the annualized
fee for all such accounts.
For the period January 1, 1998 to September 4, 1998, GT Services, an affiliate
of the Manager and AIM Distributors, was the transfer agent of the Fund. For
performing shareholder servicing, reporting, and general transfer agent
services, GT Services received an annual maintenance fee of $17.50 per account,
a new account fee of $4.00 per account, a per transaction fee of $1.75 for all
transactions other than exchanges and a per exchange fee of $2.25. GT Services
was also reimbursed by the Fund for its out-of-pocket expenses for such items as
postage, forms, telephone charges, stationery and office supplies.
The Manager is the pricing and accounting agent for the Fund. The monthly fee
for these services to the Manager is a percentage, not to exceed 0.03% annually,
of the Fund's average daily net assets. The annual fee rate is derived based on
the aggregate net assets of the funds which comprise the following investment
companies: AIM Growth Series, AIM Investment Funds, AIM Investment Portfolios,
AIM Series Trust, G.T. Global Variable Investment Series and G.T. Global
Variable Investment Trust. The fee is calculated at the rate of 0.03% to the
first $5 billion of assets and 0.02% to the assets in excess of $5 billion. An
amount is allocated to and paid by each such fund based on its relative average
daily net assets.
The Trust pays each of its Trustees who is not an employee, officer or director
of the Manager, AIM Distributors or GT Services $5,000 per year plus $300 for
each meeting of the board or any committee thereof attended by the Trustee.
3. PURCHASES AND SALES OF SECURITIES
For the year ended December 31, 1998, purchases and sales of investment
securities by the Portfolio, other than U.S. government obligations and
short-term investments, aggregated $263,046,545 and $154,949,346, respectively.
There were no purchases or sales of U.S. government obligations by the Portfolio
for the year ended December 31, 1998.
4. CAPITAL SHARES
At December 31, 1998, the Fund is authorized to issue 1 billion shares of
capital stock, $0.001 par value, all of which is classified as Common Stock.
CAPITAL SHARE TRANSACTIONS
<TABLE>
<CAPTION>
MAY 1, 1997
(COMMENCEMENT
YEAR ENDED OF OPERATIONS) TO
DECEMBER 31, 1998 DECEMBER 31, 1997
----------------------------- -----------------------------
SHARES AMOUNT SHARES AMOUNT
------------ -------------- ------------ --------------
<S> <C> <C> <C> <C>
Shares sold................................................. 16,339,303 $ 162,694,934 16,621,817 $ 166,317,980
Shares issued in connection with reinvestment of
distributions............................................. 741,971 7,380,819 221,712 2,220,556
------------ -------------- ------------ --------------
17,081,274 170,075,753 16,843,529 168,538,536
Shares repurchased.......................................... (3,940,550) (39,086,520) (719,992) (7,213,531)
------------ -------------- ------------ --------------
Net increase................................................ 13,140,724 $ 130,989,233 16,123,537 $ 161,325,005
------------ -------------- ------------ --------------
------------ -------------- ------------ --------------
</TABLE>
5. UNFUNDED LOAN COMMITMENTS
As of December 31, 1998, the Fund had unfunded loan commitments of $1,634,762,
which would be extended at the option of the borrower, pursuant to the following
loan agreements:
<TABLE>
<CAPTION>
UNFUNDED
BORROWER COMMITMENTS
- ------------------------------------------------------------ -----------
<S> <C>
Centennial Resources, Inc................................... $ 176,395
KLS Recreation Group, Inc................................... 1,458,367
</TABLE>
6. TENDER OFFER
The Fund's Board of Directors considers each quarter the making of Tender Offers
which are offers to repurchase all or a portion of its shares of Common Stock
from stockholders at a price per share equal to the net asset value per share of
the Fund's Common Stock determined at the close of business on the day an offer
terminates. Shares of Common Stock held less than four years and which are
repurchased by the Fund pursuant to Tender Offers will be subject to an early
withdrawal charge of up to 3% of the lesser of the then current net asset value
or the original purchase price of the Common Stock being tendered.
F-14
