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EXHIBIT h(2)(l)
AMENDMENT No. 8 TO THE REMOTE ACCESS
AND RELATED SERVICES AGREEMENT
FOR AccessTA SERVICES
THIS AMENDMENT, dated as of the 26th day of June, 2000 is made to the
Remote Access and Related Services Agreement dated as of December 23, 1994, as
amended (the "Agreement") between each registered investment company listed on
Exhibit 1 of the Agreement (the "Fund") and PFPC Inc. ("PFPC").
WITNESSETH
WHEREAS, the Fund desires to enable its employees and the employees of its
affiliates to conduct certain shareholder account inquiries and initiate
transactions in shareholder accounts through the use of PFPC's proprietary
AccessTA interface and PFPC desires to allow such access and provide certain
services as more fully described below in connection therewith;
NOW THEREFORE, the Fund and PFPC agree that as of the date first
referenced above, the PFPC Agreement shall be amended as follows:
1. Definitions. Terms not otherwise defined herein shall have the same
meanings as ascribed them in the Agreement. In addition, the following
definitions are hereby incorporated into the Agreement:
(a) "End-User" shall mean any employee of the Funds or any employee of
any affiliate of the Funds that access the PFPC recordkeeping system
via AccessTA.
(b) "AccessTA" shall mean the PFPC proprietary interface (API) utilized
to facilitate the communication between the PFPC Systems
applications and the Funds systems applications and to allow
End-Users to facilitate account inquiries and initiate transactions.
2. Responsibilities of PFPC. In addition to the services rendered by PFPC as
set forth in the Agreement, PFPC agrees to provide the following services
for the fees set forth in the Schedule of AccessTA Fees attached hereto as
Schedule A of this Amendment:
(a) In accordance with the written AccessTA procedures and product
functionality documentation provided to the Fund by PFPC, PFPC shall
enable End-Users to access the PFPC System directly through the use
of the PFPC AccessTA API in order to conduct Shareholder account
inquiries and facilitate transactions in Shareholder accounts.
(b) Maintenance and support of the PFPC AccessTA API, which includes the
following:
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(i) error corrections, minor enhancements and interim upgrades to
the AccessTA API which are made generally available by PFPC to
customers utilizing the PFPC AccessTA API;
(ii) help desk support to provide assistance to Fund employees with
the Fund's use of the AccessTA API.
(c) Maintenance and support shall not include (i) access to or use of
any substantial added functionality, new interfaces, new
architecture, new platforms, new versions or major development
efforts, unless made generally available by PFPC to its customers,
as determined solely by PFPC; or (ii) development of customized
features developed for other PFPC clients. Maintenance and support
will be provided for customized features developed for the Fund.
(d) Maintenance of the necessary hardware required to host the AccessTA
API in PFPC's facility. The Fund shall receive prior notification of
any routine maintenance or upgrade of software on the Fund's
AccessTA hardware or on the AccessTA Gateway hardware used by the
Fund. Such maintenance shall be scheduled at a time mutually
agreeable to both parties. In the case of emergency maintenance,
PFPC shall give the Fund as much prior notice as possible.
(e) PFPC shall provide the performance standards that are set out in
Section F of the Agreement.
(f) PFPC will expand or reduce the number of AccessTA servers used by
the Fund upon the Fund's request. The Fund shall be responsible for
the purchase of any additional AccessTA hardware required to
complete any requested expansion.
(g) The Fund will have unlimited usage of the AccessTA product for the
Fund's internal applications not provided by PFPC.
(h) PFPC will continue to expand the number of APIs available through
the AccessTA product and these APIs will be available to AIM under
the terms and conditions of this Agreement.
(i) PFPC will develop custom Fund AIM APIs upon AIM's request and the
Fund will agree to pay for such custom work based on an estimate of
work received from PFPC. Any custom work shall be the property of
AIM.
(j) PFPC will provide the Fund AccessTA servers access to the FSR
production, acceptance and test regions used by the Fund. The
production, acceptance and test AccessTA servers and AccessTA
gateways will be available for the Fund's use on the same schedule
as the corresponding FSR system that AccessTA uses to retrieve
information.
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(k) The Fund will purchase the AccessTA servers used by the Fund and
PFPC will provide the AccessTA Gateway servers. The AccessTA servers
purchased and used by the Fund will not be used by PFPC or any other
PFPC client.
If PFPC does not perform the functions listed above, the Fund may take
action as outlined in Section 14(c) of the Agreement.
3. Mainframe Resource Utilization. If Funds use of AccessTA causes PFPC
mainframe CICS, DASD, or CPU resources ("Mainframe Resource Usage") to
increase beyond the threshold described below (the "Usage Threshold"), (i)
upon written notification from PFPC, the Funds shall have thirty days to
make reasonable efforts to modify those applications used by the Funds,
which interface with the mainframe via AccessTA in order to reduce such
Mainframe Resource Usage below the Usage Threshold; and (ii) in the event
that, after thirty days the Fund does not reduce the Mainframe Resource
Usage below the threshold described below, PFPC may then institute, a fee
representing the then current cost of additional Mainframe Resource Usage
plus twenty percent (20%) for such excess Mainframe Resource Usage. The
Usage Threshold shall be determined by a rolling account growth rate for a
twelve (12) month period plus a five percent (5%) Mainframe Resource Usage
increase during the same twelve month period.
The Agreement, as previously amended and as amended by this Amendment,
("Modified Agreement") constitutes the entire agreement between the parties with
respect to the subject matter thereof. The Modified Agreement supersedes all
prior and contemporaneous agreements between the parties in connection with the
subject matter thereof. No officer, employees, servant or other agent of either
party is authorized to make any representation, warranty, or other promises not
expressly contained herein with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
On behalf of the Funds and PFPC INC.
respective Portfolios and
Classes set forth in Exhibit 1
of the Agreement which may be
amended from time to time.
By: /s/ XXXXX X. XXXXXXX By: /s/ XXXXXXX XXXXXXXX
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Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxxxxx
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Title: Title: Senior Vice President
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Schedule A
AccessTA Fees
One Time Set up: $90,000 for the license of the AccessTA product
for use with the Fund's internally developed
systems.
*Annual Software Maintenance: $25,000 per year. This includes software upgrades
on the AccessTA servers and correcting any
improperly functioning AccessTA APIs within a
reasonable period of time.
*Annual Hardware Maintenance: $10,000 per year. These support fees will cover
PFPC's costs for supporting, maintaining and
upgrading AIM's AccessTA servers and the shared
AccessTA gateway servers used by AIM. These fees
will include the installation of AccessTA hardware
at PFPC and in the PFPC production environment,
installation of all necessary 3rd party and
AccessTA software and post implementation support.
Customized Development $150 per hour
*The above maintenance fees shall be capped at a maximum increase of 5% per
year. Such increase shall only take effective at the beginning of each
subsequent year. The term of this Amendment No. 8 shall run concurrently with
the term of the Agreement dated December 23, 1994. During the final year of the
main Agreement, any charges for maintenance under this Amendment No. 8 shall be
pro-rated to coincide with the termination of the main Agreement.
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