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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 Series Trust (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 one mutual fund, which is
organized as a separate and distinct series consisting of shares of beneficial
interest (such existing fund 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 sub-advised 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 (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 by
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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 to 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 investments;
(B) statement of assets and liabilities;
(C) statement of operations;
(D) 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.
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Without limiting the generality of the foregoing, INVESCO (NY)
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) 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 or 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 expenses 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. 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 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 executed and delivered by an authorized officer of the Company acting
as such; neither such authorization 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 SERIES TRUST
By: /s/ XXXXXXX X. XXXXXXX
--------------------------------------
Xxxxxxx X. Xxxxxxx
Vice President, Principal Accounting
Officer and (Acting) CFO
Attest: /s/ XXXXXXX X. SILVER
--------------------------------------
Xxxxxxx X. Silver
Assistant Secretary
INVESCO (NY), INC.
By: /s/ XXXXX X. XXX
--------------------------------------
Xxxxx X. Xxx
Chief Legal and Compliance Officer
and Secretary
Attest: /s/ XXXXXXX X. SILVER
--------------------------------------
Xxxxxxx X. 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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(365)
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