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EXHIBIT h(4)
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 Floating Rate Fund, Inc., 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: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
President
Attest: /s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
Assistant Secretary
A I M ADVISORS, INC.
By: /s/ XXXXX X XXXXXXX
---------------------------------
Xxxxx X Xxxxxxx
Senior Vice President, General Counsel
and Secretary
Attest: /s/ XXXXXX X. XXXXX
---------------------------------
Xxxxxx X. Xxxxx
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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