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EXHIBIT h(3)(b)
FUND ACCOUNTING AND PRICING AGENT AGREEMENT
This Fund Accounting and Pricing Agent Agreement (the "Agreement") is
made as of June 1, 1998, by and between AIM Growth Series (the "Company") and
A I M Advisors, Inc. ("AIM").
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company;
WHEREAS, the Company currently operates eight separate mutual funds,
each organized as a separate and distinct series of the Company's shares (such
existing funds and such funds as may hereafter be established being referred to
in this Agreement as the "Funds" and singly as a "Fund");
WHEREAS, the Company is part of a complex of investment companies that
are advised and administered by AIM, and such complex is currently comprised of
the following investment companies: AIM Growth Series, AIM Investment Funds,
Inc., AIM Investment Portfolios, Inc., AIM Series Trust, GT Global Variable
Investment Series and GT Global Variable Investment Trust (the "AIM Funds");
WHEREAS, the Company desires to retain AIM to act as its accounting and
pricing agent, and AIM is willing to act in such capacities.
NOW, THEREFORE, in consideration of the foregoing and the terms and
conditions hereinafter set forth, the Company and AIM hereby agree as follows:
SECTION 1. APPOINTMENT. The Company hereby appoints AIM to act as the accounting
and pricing agent for each Fund for the period and on the terms and conditions
set forth in this Agreement. AIM hereby accepts such appointment and agrees to
render the services set forth for the compensation herein provided.
SECTION 2. DEFINITIONS. As used in this Agreement and in addition to the terms
defined elsewhere herein, the following terms shall have the meanings assigned
to them in this Section:
(a) "Authorized Person" means any officer of the Company and any other
person, whether or not any such person is an officer or employee of the Company,
duly authorized by the Board of Directors/Trustees (the "Board"), the President
or any Vice President of the Fund to give Oral and/or Written Instructions on
behalf of the Company or any Fund.
(b) "Commission" means the Securities and Exchange Commission.
(c) "Custodian" means the custodian or custodians employed by the
Company to maintain custody of the Funds' assets.
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(d) "Governing Documents" means the Agreement and Declaration of Trust,
Articles of Incorporation, By-Laws and/or other applicable charter documents of
the Company, all as they may be amended from time to time.
(e) "Oral Instruction" means oral instructions actually received by AIM
from an Authorized Person or from a person reasonably believed by AIM to be an
Authorized Person, provided that, any Oral Instruction shall be promptly
confirmed by Written Instructions.
(f) "Prospectus" means the current prospectus and statement of
additional information of a Fund, taken together.
(g) "Shares" means shares of beneficial interest of any of the Funds.
(h) "Shareholder" means any owner of Shares.
(i) "Written Instructions" means written instructions delivered by
hand, mail, tested telegram or telex, cable or facsimile sending device received
by AIM and signed by an Authorized Person.
SECTION 3. COMPLIANCE WITH LAWS, ETC. In performing its responsibilities
hereunder, AIM shall comply with all terms and provisions of the Governing
Documents, the Prospectus and all applicable state and federal laws including,
without limitation, the 1940 Act and the rules and regulations promulgated by
the Commission thereunder.
SECTION 4. SERVICES. In consideration of the compensation payable hereunder and
subject to the supervision and control of the Company's Boards, AIM shall
provide the following services to the Funds:
(a) PRICING AGENT. As pricing agent, AIM shall:
(1) Obtain security market quotes from services approved by
AIM or, if such quotes are unavailable, from such sources as may be designated
in procedures adopted by AIM and approved by the Company's Board, and, in either
case, calculate the market value of the Funds' investments; and
(2) Value the assets of the Funds and compute the net asset
value per Share of the Funds at such dates and times and in the manner specified
in the then currently effective Prospectus and transmit to the Funds' portfolio
manager.
(b) ACCOUNTING AGENT. As fund accounting agent, AIM shall:
(1) Calculate the net income of each Fund;
(2) Calculate capital gains or losses for each Fund from the
sale or disposition of assets, if any;
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(3) Maintain the general ledger and other accounts, books and
financial records of the Company, as required under Section 31(a) of the 1940
Act and the rules promulgated by the Commission thereunder in connection with
the services provided by AIM;
(4) Perform the following functions on a daily basis:
(A) journalize each Fund's investment, capital share and
income and expense activities;
(B) reconcile cash and investment balances of each Fund
with the Custodian and provide the Funds' portfolio
manager(s) with the beginning cash balance available for
investment purposes and update the cash availability
throughout the day as necessary;
(C) verify investment buy/sell trade tickets received from
a Fund's portfolio manager(s) and transmit trades to a
Fund's Custodian for proper settlement;
(D) maintain individual ledgers for investment securities;
(E) maintain historical tax lots for investment
securities;
(F) calculate various contractual expenses (e.g., advisory
and custody fees);
(G) post to and prepare the Funds' statements of assets
and liabilities and statements of operations; and
(H) monitor expense accruals and notify an Authorized
Person of any proposed adjustments;
(5) Receive and act upon notices, Oral and Written
Instructions, certificates, instruments or other communications from a Fund's
shareholder servicing and transfer agent;
(6) Assist in the preparation of financial statements
semiannually which will include the following items:
(A) schedule of investments;
(B) statement of assets and liabilities;
(C) statement of operations; and
(D) changes in net assets;
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(7) Prepare monthly security transaction listings;
(8) Prepare quarterly broker security transactions
summaries; and
(9) At the reasonable request of the Company, assist in the
preparation of various reports or other financial documents required by federal,
state and other appropriate laws and regulations.
SECTION 5. COMPENSATION. As compensation for the services rendered by AIM
hereunder during the term of the Agreement, each Fund shall pay to AIM monthly
such fees as shall be agreed to from time to time by the Company and AIM, in
writing and attached hereto as Schedule A. In addition, as may be agreed to from
time to time in writing by the Company and AIM, each Fund shall reimburse AIM
for certain expenses that it incurs in rendering services with respect to that
Fund under this Agreement.
SECTION 6. RELIANCE BY AIM ON INSTRUCTIONS. Unless otherwise provided in this
Agreement, AIM shall act only upon Oral or Written Instructions. AIM shall be
entitled to rely upon any such Instructions actually received by it under this
Agreement. The Company agrees that AIM shall incur no liability to the Company
or any of the Funds in acting upon Oral or Written Instructions given to AIM
hereunder, provided that, such Instructions reasonably appear to have been
received from an Authorized Person.
SECTION 7. COOPERATION WITH AGENTS OF THE COMPANY. AIM shall cooperate with the
Company's agents and employees, including, without limitation, their independent
accountants, and shall take all reasonable action in the performance of its
obligations under this Agreement to assure that all necessary information is
made available to such agents to the extent necessary in the performance of
their duties to the Company.
SECTION 8. CONFIDENTIALITY. AIM, on behalf of itself and its employees, agrees
to treat confidentially all records and other information relating to the
Company and the Funds except when requested to divulge such information by duly
constituted authorities provided that notification and prior approval is
obtained from the Company, which approval shall not be unreasonably withheld and
may not be withheld if AIM, in its judgment, may be subject to civil or criminal
contempt proceedings for failure to comply.
SECTION 9. STANDARD OF CARE. In the performance of its responsibilities
hereunder, AIM shall exercise care and diligence in the performance of its
duties and act in good faith and use its best efforts to ensure the accuracy and
completeness of all services under this Agreement.
In performing services hereunder, AIM:
(a) shall be under no duty to take any action on behalf of the Company
or the Funds except as specifically set forth herein or as may be specifically
agreed to by AIM in writing, and in computing the net asset value per Share of a
Fund, AIM may rely upon any information furnished to it including, without
limitation, information (1) as to the accrual of liabilities of a Fund and as to
liabilities of a Fund not appearing on the books of account kept by AIM, (2) as
to the existence, status and proper treatment of reserves, if any, authorized by
a Fund, (3) as to the
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sources of quotations to be used in computing net asset value, (4) as to the
fair value to be assigned to any securities or other property for which price
quotations are not readily available and (5) as to the sources of information
with respect to "corporate actions" affecting portfolio securities of a Fund
(information as to "corporate actions" shall include information as to
dividends, distributions, interest payments, prepayments, stock splits, stock
dividends, rights offerings, conversions, exchanges, recapitalizations, mergers,
redemptions, calls, maturity dates and similar actions, including ex-dividend
and record dates and the amounts and terms thereof);
(b) shall be responsible and liable for all losses, damages and costs
(including reasonable attorneys' fees) incurred by the Company or any Fund which
is due to or caused by AIM's negligence in the performance of its duties under
this Agreement or for AIM's negligent failure to perform such duties as are
specifically assumed by AIM in this Agreement, provided that, to the extent that
duties, obligations and responsibilities are not expressly set forth in this
Agreement, AIM shall not be liable for any act or omission that does not
constitute willful misfeasance, bad faith or negligence on the part of AIM or
reckless disregard by AIM of such duties, obligations and responsibilities; and
(c) without limiting the generality of the foregoing, AIM shall not, in
connection with AIM's duties under this Agreement, be under any duty or
obligation to inquire into and shall not be liable for or in respect of:
(1) the validity or invalidity or authority or lack of
authority of any Oral or Written Instruction, notice or other instrument which
conforms to the applicable requirements of this Agreement, if any, and that AIM
reasonably believes to be genuine; and
(2) delays or errors or loss of data occurring by reason of
circumstances beyond AIM's control including, without limitation, acts of civil
or military authorities, national emergencies, labor difficulties, fire,
mechanical breakdown, denial of access, earthquake, flood or catastrophe, acts
of God, insurrection, war, riots, or failure of the mails, transportation,
communication or power supply.
Notwithstanding any other provisions of this Agreement, the following provisions
shall apply with respect to AIM's computation of a Fund's net asset value: AIM
shall be held to the exercise of reasonable care in computing and determining
net asset value as provided in Section 4(a), above, but shall not be held
accountable or liable for any losses, damages or expenses of a Fund or any
Shareholder or former Shareholder may incur arising from or based upon errors or
delays in the determination of such net asset value unless such error or delay
was due to AIM's negligence or willful misfeasance in the computation and
determination of such net asset value. The parties hereto acknowledge, however,
that AIM causing an error or delay in the determination of net asset value may,
but does not in an of itself, constitute negligence or willful misfeasance. In
no event shall AIM be liable or responsible to the Company or a Fund or any
other party for any error or delay which continued or was undetected after the
date of an audit of the Company or any Fund performed by the certified public
accountants employed by the Company if, in the exercise of reasonable care in
accordance with generally accepted accounting principles, such accountants
should have become aware of such error or delay in the course of performing such
audit. AIM's liability for any such negligence or willful misfeasance which
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results in an error in determination of such net asset value be limited to the
direct out-of-pocket loss a Fund and/or any Shareholder or former Shareholder
shall actually incur.
Without limiting the generality of the foregoing, AIM shall not be held
accountable or liable to a Fund, a Shareholder or former Shareholder or any
other person for any delays or losses, damages or expenses any of them may
suffer or incur resulting from (1) AIM's failure to receive timely and suitable
notification concerning quotations, corporate actions or similar matters
relating to or affecting portfolio securities of a Fund or (2) any errors in the
computation of a net asset value based upon or arising out of quotations or
information as to corporate actions if received by AIM from a source that AIM
was authorized to rely upon. Nevertheless, AIM will use its best judgment in
determining whether to verify through other sources any information that it has
received as to quotations or corporate actions if AIM has reason to believe that
any such information is incorrect.
SECTION 10. RECEIPT OF ADVICE. If AIM is in doubt as to any action to be taken
or omitted by it, AIM may request, and shall be entitled to rely upon,
directions and advice from the Company, including Oral or Written Instructions
where appropriate, or from counsel of its own choosing (who may also be counsel
for the Company or any Fund), with respect to any question of law. In case of
conflict between directions, advice or Oral and Written Instructions received by
AIM pursuant to this Section, AIM shall be entitled to rely on and follow the
advice received from counsel as described above. AIM shall be protected in any
action or in action that it takes in reliance on any directions, advice or Oral
or Written Instructions received pursuant to this Section that AIM, after the
receipt of the same, in good faith believes to be consistent with such
directions, advice or Oral or Written Instructions, as the case may be.
Notwithstanding the foregoing, nothing in this Section shall be construed as
imposing on AIM any obligation to seek such directions, advice or Oral or
Written Instruction, or to act in accordance with them when received, unless the
same is a condition to AIM's properly taking or omitting to take such action
under the terms of this Agreement.
SECTION 11. INDEMNIFICATION OF AIM. The Company agrees to indemnify and hold
harmless AIM and its officers, directors, employees, nominees and
subcontractors, if any, from all taxes, charges, expenses, assessments, claims
and liabilities, including, without limitation, liabilities arising under the
1940 Act, the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, the Commodities Exchange Act and any state or foreign
securities or blue sky laws, and expenses, including, without limitation,
reasonable attorneys' fees and disbursements, arising directly or indirectly
from any action or thing that AIM takes or omits to take or do:
(a) at the request or on the direction of or in reliance upon the
advice of the Company;
(b) upon Oral or Written Instructions; or
(c) in the performance by AIM of its responsibilities under this
Agreement;
provided that, AIM shall not be indemnified against any liability to the Company
or the Funds, or
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any expenses incident thereto, arising out of AIM's own willful misfeasance, bad
faith or negligence or reckless disregard of its duties in connection with the
performance of its duties and obligations specifically described in this
Agreement.
SECTION 12. INDEMNIFICATION OF THE COMPANY. AIM agrees to indemnify and hold
harmless the Company and its officers, trustees, directors and employees, from
all taxes, charges, expenses, assessments, claims and liabilities, including,
without limitation, liabilities arising under the 1940 Act, the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, the
Commodities Exchange Act and any state or foreign securities or blue sky laws,
and expenses, including, without limitation, reasonable attorneys' fees and
disbursements, arising directly or indirectly from any action or omission of AIM
that does not meet the standard of care to which AIM is subject under Section 9,
above.
SECTION 13. LIMITATION OF LIABILITY OF SHAREHOLDERS AND TRUSTEES OF
THE COMPANY. It is expressly agreed that the obligations of the Company
hereunder shall not be binding upon any of the shareholders, trustees,
directors, officers, nominees, agents or employees of the Company personally,
but shall only bind the assets and property of the applicable Funds, as provided
in the Governing Documents. The execution and delivery of this Agreement has
been authorized by the Board of the Company, and this Agreement has been
executed and delivered by an authorized officer of the Company acting as such,
and neither such authorization by the Board nor such execution and delivery by
such officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the assets
and property of the applicable Fund as provided in the Governing Documents.
SECTION 14. DURATION AND TERMINATION. This Agreement shall continue with respect
to the Company and each Fund until termination with respect to the Company, or
with respect to one or more Funds, is effected by the Company or AIM upon sixty
days' prior written notice to the other. In the event of the "assignment" of
this Agreement within the meaning of the 1940 Act, this Agreement shall
terminate automatically.
SECTION 15. NOTICES. All notices and other communications hereunder, including
Written Instructions, shall be in writing or by confirming telegram, cable,
telex or facsimile sending device. Notices with respect to a party shall be
directed to such address as may from time to time be designated by that party to
the other.
SECTION 16. FURTHER ACTIONS. The Company and AIM agree to perform such further
acts and to execute such further documents as may be necessary or appropriate to
effect the purposes of this Agreement.
SECTION 17. AMENDMENTS. This Agreement, or any part thereof, may be amended
only by an instrument in writing signed by the Company and AIM.
SECTION 18. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together constitute one and the same instrument.
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SECTION 19. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the Company and AIM and supersedes all prior agreements
and understandings relating to the subject matter hereof, provided that the
Company and AIM may embody in one or more separate documents their agreement or
agreements with respect to such matters that this Agreement provides may be
later agreed to by and between the Company and AIM from time to time. The
captions in this Agreement are included for convenience of reference only and in
no way define or delimit any of the provisions hereof or otherwise affect their
construction or effect. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware. If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding upon and shall inure to the benefit of the Company
and AIM and their respective successors.
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IN WITNESS WHEREOF, the Company and AIM have caused this Agreement to
be executed by their officers designated below as of this day, month and year
first above written.
AIM GROWTH SERIES
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President
Attest:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
A I M ADVISORS, INC.
By:
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▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇
Senior Vice President,
General Counsel and Secretary
Attest:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
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SCHEDULE A
TO
FUND ACCOUNTING
AND
PRICING AGENT AGREEMENT
FOR
AIM GROWTH SERIES
FUND ACCOUNTING AND PRICING AGENT FEES
Each Fund shall pay a Fee to AIM determined as a percentage of the
Fund's net assets. The annualized rate at which the fee is paid (the Fee Rate)
and the Fee shall be calculated as set forth below:
o An Asset Multiplier is determined by multiplying 0.0003 times the first $5
billion in average net assets of the AIM Funds plus 0.0002 times such net
assets over $5 billion.
o The Fee Rate is determined by dividing the Asset Multiplier by the net
assets of the AIM Funds.
o The Monthly Fee is determined then by multiplying the average daily Fee
Rate by the number of days in the month and by the Fund's average daily net
assets then dividing by 365/or 366, as appropriate.
Example: For Fund X having $100 million in average net assets during December
1997, in which the AIM Funds have average net assets of $8 billion:
Asset Multiplier = (0.0003) ($5 billion) + (0.0002) ($3 billion) = $2.1
million
Fee Rate = $2.1 million = 0.0002625
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$8 billion
Monthly Fee = (31) (0.0002625) ($100 million) = $2,229.45
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(365)