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EXHIBIT 9(b)(2)
AMENDMENT NUMBER 1 TO THE REMOTE
ACCESS AND RELATED SERVICES AGREEMENT
This Amendment Number 1 effective October 4, 1995 is made to the Remote
Access and Related Services Agreement dated December 23, 1994 (the "Remote
Agreement") by and between each registered investment company listed on the
signature pages hereof, either for itself or, with respect to each such company
that is a series investment company, on behalf of each of the series or class
named on the signature pages hereof (the "Fund") and THE SHAREHOLDER SERVICES
GROUP, INC. ("TSSG"), a Massachusetts corporation with principal offices at Xxx
Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
WHEREAS, the Fund desires to incorporate any changes or deletions to those
registered investment companies listed on the signature page of the Remote
Agreement as set forth on the signature page hereof;
WHEREAS, the Fund in connection with its access to the TSSG System,
desires to access and use TSSG's proprietary software known as the Structured
Query Language Application Programming Interface Product Release 5.0 (the
"SQL/API Product"); and
WHEREAS, TSSG desires to provide such access to the Fund solely in
conjunction with the Fund's use of the TSSG System;
In consideration of their mutual promises contained herein, the Fund and
TSSG agree to modify the Remote Access and Related Services Agreement (the
"Remote Agreement") as follows:
1. TSSG grants to the Fund a non-transferable and non-exclusive license to
access and use TSSG's SQL/API Product, maintained on the TSSG System at the
TSSG Facility, solely to process data with respect to the Fund's internal
business. The Fund is authorized to use the SQL/API Product only in
connection with the Fund's remote use of the TSSG System. The Fund shall be
prohibited from the further sale, lease, transfer, license or sub-license,
assignment or marketing in any manner of the SQL/API Product, or any other
proprietary software used in conjunction with the TSSG System. The Fund
shall also be prohibited from the sale, lease, transfer, license,
sub-license, assignment, or marketing in any manner of any software product
developed in conjunction with the SQL/API Product.
2. It is acknowledged that the Fund acquires only the right to use the SQL/API
Product while the Remote Agreement is in effect between the parties and
such right and said license shall terminate upon termination of the Remote
Agreement. The Fund acknowledges that it does not acquire any rights of
ownership in the SQL/API Product. This Agreement and the license granted
pursuant hereto may not be assigned, sublicensed or transferred.
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3. The Fund shall not have the right to use the SQL/API Product other than in
connection with the use of the TSSG System in compliance with the Remote
Agreement. The Fund may use the SQL/API Product to access the TSSG System
using only TSSG Proprietary Software or software developed internally by
the Fund.
4. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AMENDMENT, TSSG MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO THE FUND OR ANY OTHER
PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY,
SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHER
WISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OR
ANY SERVICES PROVIDED UNDER THIS AGREEMENT.
5. Infringement Indemnity TSSG shall defend, at its expense, any action
brought against the Fund to the extent that is based on a claim that the
SQL/API Product infringes a United States copyright or duly issued patent,
or misappropriates the trade secrets of a third party. TSSG shall indemnify
and hold harmless the Fund against damages and costs (including penalties,
interest and reasonable attorney's fees) finally awarded against the Fund
directly attributable to such claim provided that the Fund gives TSSG
prompt written notice of such claim, reasonable assistance and sole
authority to defend or settle such claim. If the SQL/API Product becomes,
or in TSSG's opinion is likely to become, the subject of such a claim then
TSSG may, at its option: (a) procure for the Fund the right to use the
SQL/API Product free of any liability for infringement or (b) replace or
modify the SQL/API Product to make it noninfringing. If TSSG is unable or
determines that it is commercially impracticable to undertake clause (a) or
(b) of this Section 5, the Fund will cease to use the directly affected
portion of the SQL/API Product, and if such SQL/API Product is in the
Fund's control, the Fund shall return or destroy it, and (c) TSSG will
grant to the Fund a pro-rata credit for the annual maintenance fee that the
Fund paid computed by dividing such fee by the total number of months in
the then current term of the license for the SQL/API Product and
multiplying the result by the number of months left in the unexpired
license term for the SQL/API Product.
TSSG shall have no obligation under this Section 5 if the alleged
infringement or violation is based upon the use of the SQL/API Product in
combination with other equipment or other software not furnished by TSSG or
if such claim arises from TSSG's compliance with the Fund's designs,
specifications or instructions or from the Fund's modification of the
SQL/API Product.
THIS SECTION STATES THE ENTIRE LIABILITY OF TSSG CONCERNING PATENT,
COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHTS INFRINGEMENT.
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6. Notwithstanding anything in this Amendment to the contrary, the Fund's
license to use the SQL/API Product will automatically terminate upon
termination of the Remote Agreement. This Amendment will terminate
automatically in the event of a breach of the sublicense.
7. TSSG shall take reasonable measures to enforce appropriate compliance with
the foregoing restrictions, up to and including the institution and
diligent prosecution of proper legal proceedings.
8. The Fund will agree to compensate TSSG for all fees as referenced on the
attached Schedule #1 to this Amendment, and such other schedules as may be
agreed upon between the parties from time to time.
The Agreement as modified by this Amendment ("Modified Agreement") constitutes
the entire agreement between the parties with respect to the subject matter
hereof. The Modified Agreement supersedes all prior and contemporaneous
agreements between the parties in connection with the subject matter hereof. No
officer, employee, servant or other agent of either party is authorized to make
any representation, warranty or other promise not expressly contained herein
with respect to the subject matter hereof.
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The parties to this Amendment have caused it to be executed by their duly
authorized officers as of the date and year referenced above.
AIM EQUITY FUNDS, INC. AIM INVESTMENT SECURITIES
on behalf of the Class A and B Shares of FUNDS,
the Retail Classes of its AIM Charter Fund on behalf of its AIM Limited
and AIM Xxxxxxxxxx Fund, and on behalf Maturity Treasury Shares
of the Class A Shares of the Retail Classes
of AIM Constellation Fund and AIM By: /s/ XXXXXX X. XXXXXX
Aggressive Growth Fund Portfolios --------------------------
By: /s/ XXXXXX X. XXXXXX Title: PRESIDENT
------------------------------------ -----------------------
Title: PRESIDENT
--------------------------------- AIM TAX-EXEMPT FUNDS, INC.,
on behalf of its AIM Tax-Exempt
Cash Fund and AIM Tax-Exempt Bond
AIM FUNDS GROUP, Fund of Connecticut Portfolios
on behalf of the Class A and Class B and the AIM Tax-Free Intermediate
Shares of its AIM Balanced Fund, AIM Inter- Shares of its Intermediate
mediate Government Fund, AIM Growth Portfolio
Fund, AIM High Yield Fund, AIM Income
Fund, AIM Municipal Bond Fund, AIM By: /s/ XXXXXX X. XXXXXX
Global Utilities Fund and AIM Value Fund ---------------------------
Portfolios and on behalf of the Class A, Title: PRESIDENT
Class B and Class C Shares of its AIM ------------------------
Money Market Fund Portfolio
THE SHAREHOLDER SERVICES
By: /s/ XXXXXX X. XXXXXX GROUP, INC.
-----------------------------------
Title: PRESIDENT By: /s/ XXXX XXXXXX
-------------------------------- ---------------------------
Title: EVP-COO
AIM INTERNATIONAL FUNDS, INC., ------------------------
on behalf of the Class A and Class B
Shares of its AIM International Equity
Fund, AIM Global Aggressive Growth
Fund, AIM Global Growth Fund and AIM
Global Income Fund Portfolios
By: /s/ XXXXXX X. XXXXXX
----------------------------------
Title: PRESIDENT
-------------------------------
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SCHEDULE #1 TO AMENDMENT NUMBER 1
SQL/API FEES
Listed below are TSSG's License Fees for the SQL/API Product
- One Time License Fee $30,000
- Annual Maintenance Fee(1) $15,000
billed quarterly in advance beginning
the first month of the Agreement
- On-Going Development Cost(2) $125 per hour
- Out of Pocket Expenses Per the existing
Remote Agreement
dated 12/23/94.
The Fund and TSSG intend to implement initially Release 5.0 of the SQL/API
Product on 150 Workstations. For additional workstations beyond the 150
licensed, the Fund shall pay TSSG the then-current license, usage and support
fees for each additional Workstation
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(1) The increase in the maintenance fee after the first year will be
equal to the lesser of (i) the previous year's 12 month average increase in the
Consumer Price Index (CPI) or (ii) seven percent (7%) of the maintenance fee
charged by TSSG for the preceding twelve month period.
(2) Development work includes product installation, customization and
enhancements requested by the Fund.
