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EXHIBIT h(3)
FUND ACCOUNTING AND PRICING AGENT AGREEMENT
This Fund Accounting and Pricing Agent Agreement (the "Agreement") is made
as of May 29, 1998, by and between AIM Growth Series (the "Company") and INVESCO
(NY), INC. ("INVESCO (NY)").
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 consisting of shares of beneficial
interest (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
subadvised and/or sub-administered by INVESCO (NY) and with which INVESCO (NY)
has entered into Fund Accounting and Pricing Agent Agreements (the "INVESCO (NY)
Funds");
WHEREAS, the Company desires to retain INVESCO (NY) to act as its
accounting and pricing agent, and INVESCO (NY) 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 INVESCO CO (NY) hereby agree
as follows:
SECTION 1. APPOINTMENT. The Company hereby appoints INVESCO (NY) 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. INVESCO (NY) 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 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 Fund's assets.
(d) "Governing Documents" means the Declaration of Trust, By-Laws and
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
INVESCO (NY) from an Authorized Person or from a person reasonably believed
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INVESCO (NY) 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 INVESCO (NY) and signed by an Authorized Person.
SECTION 3. COMPLIANCE WITH LAWS, ETC. In performing its
responsibilities hereunder, INVESCO (NY) 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,
INVESCO (NY) shall provide the following services to the Funds:
(a) PRICING AGENT. As pricing agent, INVESCO (NY) shall:
(1) Obtain security market quotes from services approved by the
investment manager of the Funds or, if such quotes are unavailable,
then obtain such prices from the investment manager of the Funds or
from such sources as the investment manager may direct, 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' investment manager.
(b) ACCOUNTING AGENT. As fund accounting agent, INVESCO (NY) 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;
(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 INVESCO (NY);
(4) Perform the following functions on a daily basis:
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(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' investment manager with the
beginning cash balance available for investment purposes and
update the cash availability throughout the day as required by
the investment manager;
(c) verify investment buy/sell trade tickets received from a
Fund's investment manager 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 and prepare the Funds' statement of assets and
liabilities and statement 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 investment;
(B) statement of assets and liabilities;
(C) statement of operations;
(D) statement changes in net assets;
(E) cash statement; and
(F) schedule of capital gains and losses;
(7) Prepare monthly security transaction listings;
(8) Prepare quarterly broker security transactions summaries; and
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(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
INVESCO (NY) hereunder during the term of the Agreement, each Fund shall pay to
INVESCO (NY) monthly such fees as shall be agreed to from time to time by the
Company and INVESCO (NY), 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
INVESCO (NY), each Fund shall reimburse INVESCO (NY) for certain expenses that
it incurs in rendering services with respect to that Fund under this Agreement.
SECTION 6. RELIANCE BY INVESCO (NY) ON INSTRUCTIONS. Unless otherwise
provided in this Agreement INVESCO (NY) shall act only upon Oral or Written
Instructions. INVESCO (NY) shall be entitled to rely upon any such Instructions
actually received by it under this Agreement. The Company agrees that INVESCO
(NY) shall incur no liability to the Company or any of the Funds in acting upon
Oral or Written Instructions given to INVESCO (NY) hereunder, provided that,
such Instructions reasonably appear to have been received from an Authorized
Person.
SECTION 7. COOPERATION WITH AGENTS OF THE COMPANY. INVESCO (NY) 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. INVESCO (NY), 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 INVESCO (NY), 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, INVESCO (NY) 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, INVESCO (NY):
(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 INVESCO (NY) in writing, and in computing the net
asset value per Share of a Fund, INVESCO (NY) 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 INVESCO (NY), (2) as to the
existence, status and proper treatment of reserves, if any, authorized by a
Fund, (3) as to the 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,
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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 INVESCO (NY)'s negligence in the performance
of its duties under this Agreement or for INVESCO (NY)'s negligent failure
to perform such duties as are specifically assumed by INVESCO (NY) in this
Agreement, provided that, to the extend that duties, obligations and
responsibilities are not expressly set forth in this Agreement, INVESCO
(NY) shall not be liable for any act or omission that does not constitute
willful misfeasance, bad faith or negligence on the part of INVESCO (NY) or
reckless disregard by INVESCO (NY) of such duties, obligations and
responsibilities; and
(c) without limiting the generality of the foregoing, INVESCO (NY)
shall not, in connection with INVESCO (NY)'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 INVESCO (NY) reasonably believes to be genuine; and
(2) delays or errors or loss of data occurring by reason of
circumstances beyond INVESCO (NY)'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 INVESCO (NY)'s computation of a Fund's net asset
value: INVESCO (NY) 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 INVESCO (NY)'s negligence or willful misfeasance
in the computation and determination of such net asset value. The parties hereto
acknowledge, however, that INVESCO (NY) 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 INVESCO (NY) 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. INVESCO (NY)'s liability for
any such negligence or willful misfeasance which 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, INVESCO (NY) shall
not be
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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) INVESCO (NY)'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 INVESCO (NY)
from a source that INVESCO (NY) was authorized to rely upon. Nevertheless,
INVESCO (NY) 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 INVESCO (NY) has reason to believe that any such information is
incorrect.
SECTION 10. RECEIPT OF ADVICE. If INVESCO (NY) is in doubt as to any
action to be taken or omitted by it, INVESCO (NY) 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 INVESCO (NY) pursuant to this Section, INVESCO (NY)
shall be entitled to rely on and follow the advice received from counsel as
described above. INVESCO (NY) 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 INVESCO (NY), 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 INVESCO (NY) 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 INVESCO (NY)'s properly taking or omitting to take
such action under the terms of this Agreement.
SECTION 11. INDEMNIFICATION OF INVESCO (NY). The Company agrees to
indemnify and hold harmless INVESCO (NY) 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 INVESCO (NY) 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 and Written Instructions; or
(c) in the performance by INVESCO (NY) of its responsibilities under
this Agreement;
provided that, INVESCO (NY) shall not be indemnified against any liability to
the Company or the Funds, or any expense incident thereto, arising out of
INVESCO (NY)'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.
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SECTION 12. INDEMNIFICATION OF THE COMPANY. INVESCO (NY) 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 INVESCO (NY) that does not meet the standard of
care to which INVESCO (NY) 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
INVESCO (NY) 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. A11 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 INVESCO (NY) 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 INVESCO (NY).
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.
SECTION 19. SHAREHOLDER LIABILITY. It is expressly agreed that the
obligations of the Company hereunder shall not be binding upon any of the
Trustees, Shareholders, nominees, officers, agents or employees of the Company
personally, but shall only bind the assets and property of the Funds, as
provided in the Company's Agreement and Declaration of Trust. The execution and
delivery of this Agreement has been authorized by the Trustees of the Company
and this Agreement has been executed and delivered by an authorized
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Shareholders, nominees, officers, agents or employees of the Company personally,
but shall only bind the assets and property of the Funds, as provided in the
Company's Agreement and Declaration of Trust. The execution and delivery of this
Agreement has been authorized by the Trustees of the Company and this Agreement
has been authorized by the Trustees of the Company and this Agreement has been
executed and delivered by an authorized officer of the Company acting as such;
neither such authorizations by such Trustees 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 Funds, as provided in the Company's Agreement and
Declaration of Trust.
SECTION 20. MISCELLANEOUS. This Agreement embodies the entire agreement
and understanding between the Company and INVESCO (NY) and supersedes all prior
agreements and understandings relating to the subject matter hereof, provided
that the Company and INVESCO (NY) 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 INVESCO (NY) 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 California law. 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 INVESCO (NY) and their respective successors.
IN WITNESS WHEREOF, the Company and INVESCO (NY) 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: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President, Principal Accounting
Officer and (Acting) CFO
Attest: /s/ ▇▇▇▇▇▇▇ ▇. SILVER
---------------------------------
▇▇▇▇▇▇▇ ▇. Silver
Assistant Secretary
INVESCO (NY), INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇
-------------------------------------
▇▇▇▇▇ ▇. ▇▇▇
Chief Legal and Compliance Officer
and Secretary
Attest: /s/ ▇▇▇▇▇▇▇ ▇. SILVER
---------------------------------
▇▇▇▇▇▇▇ ▇. Silver
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SCHEDULE A
FUND ACCOUNTING AND PRICING AGENT FEES
The Fund shall pay a Fee to INVESCO (NY) 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 .0003 times the first $5
billion in average net assets of the INVESCO (NY) Funds plus .0002 times
the net assets over $5 billion.
o The Fee Rate is determined by dividing the Asset Multiplier by the net
assets of the INVESCO (NY) 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.
Example: For Fund X having $100 million in average net assets during December
1997, in which the INVESCO (NY) Funds have average net assets of $8 billion:
Asset Multiplier = (.0003) ($5 billion) + (.0002) ($3 billion) = $2.1 million
Fee Rate = $2.1 million = .0002625
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$8 billion
Monthly Fee = (31) (.0002625) ($100 million) = $2,229.45
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