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EXHIBIT h(2)(k)
AMENDMENT NO. 7 TO THE REMOTE ACCESS
AND RELATED SERVICES AGREEMENT
FOR IMPRESSPlus FORMS PROCESSING SOFTWARE
THIS AMENDMENT, dated as of the 29th day of February, 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 FIRST DATA INVESTOR SERVICES
GROUP, INC. (k/n/a PFPC Inc.) ("PFPC").
WITNESSETH
WHEREAS, the Fund and PFPC desire to amend certain provisions of the
Agreement;
NOW THEREFORE, the Fund and PFPC agree that as of the date first
referenced above, the Agreement shall be amended as follows:
1. All references to "First Data Investor Services Group, Inc." and
"Investor Services Group" are hereby deleted and replaced with "PFPC Inc." and
"PFPC" respectively.
2. Exhibit 1 of the Agreement is hereby deleted and replaced with the
attached revised Exhibit 1.
3. Schedule C -- "Fee Schedule" is hereby amended by adding the
following new subsection i to Section III -- "Additional Fees":
"i. IMPRESSPlus Forms Processing Fees. The following fees shall
cover costs associated with the Fund's use of the Forms Processing
Software, maintenance and support and the costs associated with the
integration of the associated software with IMPRESSPlus.
Number of user licenses purchased: 300 (125 max. concurrent users)
Total License Fee: $842,400*
Monthly Maintenance Fee: $15,600**
*Calculated at $2,808 per user license ($78 per month per user
license). Additional concurrent user licenses may be purchased by
the Fund during the term of this Agreement and PFPC will apply
appropriate volume discounts at the time of purchase.
**Calculated at $52 per user license per month.
The License Fee includes:
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(a) All ICR/OCR software, including AEG recognition engine, Form ID,
PerfectPost Address Validation, Image pre-processing Module, FormWare
JobFlow, FormWare Completion, and Edit/Export Module;
(b) One copy of System and User documentation;
(c) A completed ICR/OCR application to handle and process AIM's New
Account form;
(d) Quarterly PerfectPost updates each year;
(e) Attendance at the IMPRESS Plus User Group meetings; and
(f) Installation and implementation of the application and integrated
solution.
Delivery
PFPC shall deliver to the Fund and install IMPRESSPlus Forms Processing
1.0, as customized as described herein, no later than six (6) months
following the Fund's acceptance of the Forms Processing Functional
Specifications (the "Delivery Date"). The Fund and PFPC agree to use good
faith efforts to finalize the Forms Processing Functional Specifications
document as soon as reasonably practicable.
Payment Terms:
1/3 of Total License Fee ($280,800) is due and payable thirty (30) days
after effective date of this Amendment No. 7: Monthly License Fee payments
in the amount of $20,800 (Totaling $561,600) will begin to accrue upon
delivery of the software and the obligation of the Fund to begin paying the
Monthly License Fee shall commence upon Acceptance (described below),
provided, however,
(a) If Acceptance occurs between one (1) day following the Delivery Date
and sixty (60) days following the Delivery Date, then the initial
Monthly License Fee payable by the Fund shall include (i) the Monthly
License Fee for the month in which Acceptance occurs; and (ii) any
accrued Monthly License Fees. However, if Acceptance does not occur at
or prior to sixty (60) days following the Delivery Date, then (x) any
accrued Monthly License Fees shall be forfeited by PFPC, (y) the
initial Monthly License Fee shall equal $20,800, and (z) the initial
Monthly License Fee shall apply to the month in which Acceptance
occurs. The forgoing described forfeiture of fees shall in no event
apply if the cause of the delay results from any action or inaction of
the Fund, or its affiliates.
(b) PFPC shall be entitled to an additional payment in an amount equal to
$10,000 for each fifteen (15) day period prior to the Delivery Date in
which actual delivery occurs. Such additional payment shall be made
within thirty (30) days of Acceptance.
(c) Notwithstanding the above, in all instances, (i) the Fund's obligation
to pay the Monthly Maintenance Fee shall commence during the calendar
month of Acceptance; and (ii) the Fund's obligation to pay Monthly
License Fees shall terminate on December 31, 2002.
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Other Costs.
All AIM-specific optional customizations and enhancements not otherwise
identified as "included" in the License and Maintenance Fees identified
herein will be billed at a rate of $150/hour with mutually agreed upon
project definition and functional requirements.
Training will be billed at $2,500 per student per class. The Fund agrees to
send at least one individual to at least two (2) training classes.
The Fund may purchase additional copies of user and technical documentation
at a cost of $100 per copy.
Acceptance. The Fund shall be deemed to have accepted the IMPRESSPlus Forms
Processing Software on the earlier of (i) the Fund's first use of any software
component to process live production data; or (ii) twenty-one (21) days after
delivery of the software, provided, however, acceptance shall be deemed not to
have occurred during the aforementioned twenty-one day period if during such
period the Fund notifies PFPC in writing and can demonstrate that the software
is unable to perform any of the following acceptance criteria:
(a) scan documents into the "Recognition" or a comparable alternate activity in
the Impress Imaging Application using existing Ricoh and Kodak scanners;
(b) recognize the document based on form geography and/or bar codes;
(c) recognize and appropriately reject missing pages, blank fields and client
annotations in the document margins;
(d) perform recognition process and deliver the documents to specified
associates for verification and/or correction;
(e) automated workflow based on form ID and pre-determined recognition
conditions
(f) allow the user to discontinue verification/correction in favor of data
entry from image on applications that could not be read;
(g) automatically update all IMPRESSPlus Imaging system indexes. These consist
of Transaction Type, Fund#, Account#, document workflow history, and the
information contained in the four transaction free form indexes;
(h) automatically update to the FSR system, on a near time basis, all new
account information recognized on the new account form;
(i) update the FSR system utilizing existing application edits found on the
online system; and
(j) include standard reporting functionality provided by FormWare.
Predetermined reports include, Operator Batch Detail, Operator Job Summary,
Operator Keystroke, Operator Summary & Operator Time. AIM may customize
reports utilizing FormWare data elements.
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In the event that the Fund so notifies PFPC and demonstrates that one
or more or the acceptance criteria stated above has not been met, PFPC
and the Fund agree to use best efforts to resolve any such failures and
upon resolution. Acceptance shall be deemed to have occurred.
4. Section 1.1 of Exhibit 1 of Schedule G of the Agreement is hereby
amended by adding the following to the list of PFPC software products:
"IMPRESSPlus Forms Processing 1.0"
5. Section 2.1.3 of Exhibit 1 of Schedule G of the Agreement is hereby
amended by adding the following:
"2.1.3 Captiva Software. The following Third Party Software is licensed
directly to the Fund by PFPC subject to the mandatory Captiva Software
Corporation ("Captiva") software license terms and conditions ("Captiva
Terms") to be provided to the Fund upon delivery of the Captiva
Software. To the extent that the Captiva Terms conflict with or differ
from the other terms and conditions in the Agreement, the Captiva Terms
shall prevail with respect to the Captiva Software.
Captiva Formware -- 300 seat availability maximum 125 concurrent users
Notwithstanding any provision of the Agreement to the contrary, upon
termination of this Agreement, the Fund shall retain a perpetual
license with respect to the Captiva Software, provided however, the
Fund's use of the Captive Software shall be governed by the Captiva
Terms and provided that PFPC shall have no further responsibility to
the Fund with respect to the use by the Fund thereof.."
6. Exhibit 1.1 of Schedule G -- "Specifications" is amended by adding
the following new section:
"IMPRESSPlus Forms Processing
The IMPRESSPlus Forms Processing system is an integrated ICR/OCR
solution for mutual fund transaction processing. The IMPRESSPlus Forms
Processing system utilizes PFPC existing workflow technology and Captiva
Software Corporation's FormWare product. This integrated solution provides the
user with the capability to process shareholder transactions, maintenance and
new account set up through Intelligent Character Recognition. This technology
will allow for population of specified information, from established form types
to the PFPC FSR shareholder recordkeeping system with reduced keystrokes by a
data entry operator."
7. 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 hereof. The Modified Agreement
supersedes all prior and contemporaneous agreements between the parties in
connection with the subject matter hereof. No officer,
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employee, 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.
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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 respective PFPC INC.
Portfolios And Classes Set Forth In (f/k/a First Data Investor Services
Exhibit 1 of the Agreement which may Group, Inc.)
be amended from time to time.
By: /s/ XXXXX X. XXXXXXX By: /s/ DEBRLEE XXXXXXXX
----------------------------------- --------------------------------
Name: Xxxxx X. Xxxxxxx Name: Debrlee Xxxxxxxx
--------------------------------- ------------------------------
Title: Senior Vice President Title: Senior Vice President
-------------------------------- -----------------------------
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EXHIBIT 1
List of Funds
Fund # Fund Name
------ ---------
0001 AIM XXXXXXXXXX FUND - CLASS A
0002 AIM CONSTELLATION FUND - CLASS A
0006 AIM BALANCED FUND - CLASS A
0007 AIM LIMITED MATURITY TREASURY FUND - CLASS A
0008 AIM TAX-FREE INTERMEDIATE FUND
0010 AIM CHARTER FUND - CLASS A
0016 AIM INTERNATIONAL EQUITY FUND - CLASS A
0017 AIM HIGH INCOME MUNICIPAL FUND - CLASS A
0018 AIM MID CAP GROWTH FUND - CLASS A
0019 AIM LARGE CAP OPPORTUNITIES FUND - CLASS A
0030 AIM EUROPEAN DEVELOPMENT FUND - CLASS A
0031 AIM ASIAN GROWTH FUND - CLASS A
0034 AIM SMALL CAP OPPORTUNITIES FUND - CLASS A
0035 AIM HIGH YIELD FUND II - CLASS A
0036 AIM MID CAP OPPORTUNITIES FUND - CLASS A
0037 AIM LARGE CAP GROWTH FUND - CLASS A
0038 AIM DENT DEMOGRAPHIC TRENDS FUND - CLASS A
0039 AIM LARGE CAP BASIC VALUE FUND - CLASS A
0081 AIM GLOBAL AGGRESSIVE GROWTH FUND - CLASS A
0082 AIM GLOBAL GROWTH FUND - CLASS A
0083 AIM GLOBAL INCOME FUND - CLASS A
0301 AIM XXXXXXXXXX FUND - CLASS C
0302 AIM CONSTELLATION FUND - CLASS C
0303 AIM MUNICIPAL BOND FUND - CLASS C
0305 AIM VALUE FUND - CLASS C
0306 AIM BALANCED FUND - CLASS C
0307 AIM AGGRESSIVE GROWTH FUND - CLASS C
0308 AIM GLOBAL UTILITIES FUND - CLASS C
0310 AIM CHARTER FUND - CLASS C
0314 AIM CAPITAL DEVELOPMENT FUND - CLASS C
0315 AIM BLUE CHIP FUND - CLASS C
0316 AIM INTERNATIONAL EQUITY FUND - CLASS C
0317 AIM HIGH INCOME MUNICIPAL FUND - CLASS
8
EXHIBIT 1
List of Funds
Fund # Fund Name
------ ---------
0318 AIM MID CAP GROWTH FUND - CLASS C
0319 AIM LARGE CAP OPPORTUNITIES FUND - CLASS C
0320 AIM ADVISOR LARGE CAP VALUE FUND - CLASS C
0322 AIM ADVISOR FLEX FUND - CLASS C
0325 AIM ADVISOR REAL ESTATE FUND - CLASS C
0326 AIM ADVISOR INTERNATIONAL VALUE FUND - CLASS C
0330 AIM EUROPEAN DEVELOPMENT FUND - CLASS C
0331 AIM ASIAN GROWTH FUND - CLASS C
0334 AIM SMALL CAP OPPORTUNITIES FUND - CLASS C
0335 AIM HIGH YIELD FUND II - CLASS C
0336 AIM MID CAP OPPORTUNITIES FUND - CLASS C
0337 AIM LARGE CAP GROWTH FUND - CLASS C
0338 AIM DENT DEMOGRAPHIC TRENDS FUND - CLASS C
0339 AIM LARGE CAP BASIC VALUE FUND - CLASS C
0342 AIM NEW PACIFIC GROWTH FUND - CLASS C
0343 AIM EUROLAND XXXXXX XXXX - XXXXX X
0000 XXX XXXXX GROWTH FUND - CLASS C
0346 AIM MID CAP EQUITY FUND - CLASS C
0348 AIM STRATEGIC INCOME FUND - CLASS C
0349 AIM GLOBAL GOVERNMENT INCOME FUND - CLASS C
0350 AIM SELECT GROWTH FUND - CLASS C
0351 AIM GLOBAL HEALTH CARE FUND - CLASS C
0353 AIM LATIN AMERICAN GROWTH FUND - CLASS C
0357 AIM GLOBAL FINANCIAL SERVICES FUND - CLASS C
0358 AIM EMERGING MARKETS DEBT FUND - CLASS C
0359 AIM GLOBAL INFRASTRUCTURE FUND - CLASS C
0360 AIM INTERMEDIATE GOVERNMENT FUND - CLASS C
0361 AIM GLOBAL RESOURCES FUND - CLASS C
0362 AIM GLOBAL CONSUMER PRODS & SERVICES - CLASS C
0363 AIM BASIC VALUE FUND - CLASS C
0364 AIM SMALL CAP GROWTH FUND - CLASS C
0365 AIM INCOME FUND - CLASS C
0375 AIM HIGH YIELD FUND - CLASS C
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EXHIBIT 1
List of Funds
Fund # Fund Name
------ ---------
0376 AIM DEVELOPING MARKETS FUND - CLASS C
0378 AIM GLOBAL GROWTH AND INCOME FUND - CLASS C
0379 AIM GLOBAL TELECOM. & TECH. FUND - CLASS C
0380 AIM MONEY MARKET FUND - CLASS C
0381 AIM GLOBAL AGGRESSIVE GROWTH FUND - CLASS C
0382 AIM GLOBAL GROWTH FUND - CLASS C
0383 AIM GLOBAL INCOME FUND - CLASS C
0384 AIM GLOBAL TRENDS FUND - CLASS C
0402 AIM INCOME FUND - CLASS A
0403 AIM MUNICIPAL BOND FUND - CLASS A
0404 AIM INTERMEDIATE GOVERNMENT FUND - CLASS A
0405 AIM VALUE FUND - CLASS A
0406 AIM SELECT GROWTH FUND - CLASS A
0407 AIM AGGRESSIVE GROWTH FUND - CLASS A
0408 AIM GLOBAL UTILITIES FUND - CLASS A
0421 AIM CASH RESERVE SHARES
0422 AIM TAX-EXEMPT CASH FUND
0425 AIM HIGH YIELD FUND - CLASS A
0430 CG GUARANTEED ACCT 71-73
0431 CG GUARANTEED ACCT 74-77
0432 CG GUARANTEED ACCT 1978
0433 CG GUARANTEED ACCT 1979
0434 CG GUARANTEED ACCT 1980
0435 CG GUARANTEED ACCT 1981
0436 CG GUARANTEED ACCT 1982
0437 CG GUARANTEED ACCT 1983
0438 CG GUARANTEED ACCT 1984
0439 CG GUARANTEED ACCT 1985
0440 CG GUARANTEED ACCT 1985A
0441 CG GUARANTEED ACCT 1985B
0442 CG GUARANTEED ACCT 1986
0443 CG GUARANTEED ACCT 1986A
0444 CG GUARANTEED ACCT 1987
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EXHIBIT 1
List of Funds
Fund # Fund Name
------ ---------
0445 CG GUARANTEED ACCT 1988
0446 CG GUARANTEED ACCT 1989
0447 CG GUARANTEED ACCT 1990
0448 CG GUARANTEED ACCT 1991
0449 CG GUARANTEED ACCT 1992
0460 AIM TAX-EXEMPT BOND FUND OF CONNECTICUT
0514 AIM CAPITAL DEVELOPMENT FUND - CLASS A
0515 AIM BLUE CHIP FUND - CLASS A
0520 AIM ADVISOR LARGE CAP VALUE FUND - CLASS A
0522 AIM ADVISOR FLEX FUND - CLASS A
0525 AIM ADVISOR REAL ESTATE FUND - CLASS A
0526 AIM ADVISOR INTERNATIONAL VALUE FUND - CLASS A
0542 AIM NEW PACIFIC GROWTH FUND - CLASS A
0543 AIM EUROLAND GROWTH FUND - CLASS A
0544 AIM JAPAN GROWTH FUND - CLASS A
0546 AIM MID CAP EQUITY FUND - CLASS A
0548 AIM STRATEGIC INCOME FUND - CLASS A
0549 AIM GLOBAL GOVERNMENT INCOME FUND - CLASS A
0551 AIM GLOBAL HEALTH CARE FUND - CLASS A
0553 AIM LATIN AMERICAN GROWTH FUND - CLASS A
0557 AIM GLOBAL FINANCIAL SERVICES FUND - CLASS A
0558 AIM EMERGING MARKETS DEBT FUND - CLASS A
0559 AIM GLOBAL INFRASTRUCTURE FUND - CLASS A
0561 AIM GLOBAL RESOURCES FUND - CLASS A
0562 AIM GLOBAL CONSUMER PRODS & SERVICES - CLASS A
0563 AIM BASIC VALUE FUND - CLASS A
0564 AIM SMALL CAP GROWTH FUND - CLASS A
0576 AIM DEVELOPING MARKETS FUND - CLASS A
0578 AIM GLOBAL GROWTH AND INCOME FUND - CLASS A
0579 AIM GLOBAL TELECOM. & TECH. FUND - CLASS A
0584 AIM GLOBAL TRENDS FUND - CLASS A
0602 AIM CONSTELLATION FUND - CLASS B
0607 AIM AGGRESSIVE GROWTH FUND - CLASS B
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EXHIBIT 1
List of Funds
Fund # Fund Name
------ ---------
0614 AIM CAPITAL DEVELOPMENT FUND - CLASS B
0615 AIM BLUE CHIP FUND - CLASS B
0617 AIM HIGH INCOME MUNICIPAL FUND - CLASS B
0618 AIM MID CAP GROWTH FUND - CLASS B
0619 AIM LARGE CAP OPPORTUNITIES FUND - CLASS B
0620 AIM ADVISOR LARGE CAP VALUE FUND - CLASS B
0622 AIM ADVISOR FLEX FUND - CLASS B
0625 AIM ADVISOR REAL ESTATE FUND - CLASS B
0626 AIM ADVISOR INTERNATIONAL VALUE FUND - CLASS B
0630 AIM EUROPEAN DEVELOPMENT FUND - CLASS B
0631 AIM ASIAN GROWTH FUND - CLASS B
0634 AIM SMALL CAP OPPORTUNITIES FUND - CLASS B
0635 AIM HIGH YIELD FUND II - CLASS B
0636 AIM MID CAP OPPORTUNITIES FUND - CLASS B
0637 AIM LARGE CAP GROWTH FUND - CLASS B
0638 AIM DENT DEMOGRAPHIC TRENDS FUND - CLASS B
0639 AIM LARGE CAP BASIC VALUE FUND - CLASS B
0640 AIM XXXXXXXXXX FUND - CLASS B
0642 AIM NEW PACIFIC GROWTH FUND - CLASS B
0643 AIM EUROLAND GROWTH FUND - CLASS B
0644 AIM JAPAN GROWTH FUND - CLASS B
0645 AIM CHARTER FUND - CLASS B
0646 AIM MID CAP EQUITY FUND - CLASS B
0648 AIM STRATEGIC INCOME FUND - CLASS B
0649 AIM GLOBAL GOVERNMENT INCOME FUND - CLASS B
0650 AIM SELECT GROWTH FUND - CLASS B
0651 AIM GLOBAL HEALTH CARE FUND - CLASS B
0653 AIM LATIN AMERICAN GROWTH FUND - CLASS B
0655 AIM GLOBAL UTILITIES FUND - CLASS B
0657 AIM GLOBAL FINANCIAL SERVICES FUND - CLASS B
0658 AIM EMERGING MARKETS DEBT FUND - CLASS B
0659 AIM GLOBAL INFRASTRUCTURE FUND - CLASS B
0660 AIM INTERMEDIATE GOVERNMENT FUND - CLASS B
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EXHIBIT 1
List of Funds
Fund # Fund Name
------ ---------
0661 AIM GLOBAL RESOURCES FUND - CLASS B
0662 AIM GLOBAL CONSUMER PRODS & SERVICES - CLASS B
0663 AIM BASIC VALUE FUND - CLASS B
0664 AIM SMALL CAP GROWTH FUND - CLASS B
0665 AIM INCOME FUND - CLASS B
0670 AIM MUNICIPAL BOND FUND - CLASS B
0675 AIM HIGH YIELD FUND - CLASS B
0676 AIM DEVELOPING MARKETS FUND - CLASS B
0678 AIM GLOBAL GROWTH AND INCOME FUND - CLASS B
0679 AIM GLOBAL TELECOM. & TECH. FUND - CLASS B
0680 AIM MONEY MARKET FUND - CLASS B
0684 AIM GLOBAL TRENDS FUND - CLASS B
0685 AIM BALANCED FUND - CLASS B
0690 AIM VALUE FUND - CLASS B
0691 AIM GLOBAL AGGRESSIVE GROWTH FUND - CLASS B
0692 AIM GLOBAL GROWTH FUND - CLASS B
0693 AIM GLOBAL INCOME FUND - CLASS B
0694 AIM INTERNATIONAL EQUITY FUND - CLASS B
0695 AIM FLOATING RATE FUND
0790 AIM SUMMIT FUND, INC. CLASS II SHARES
0842 AIM NEW PACIFIC GROWTH FUND - ADVISOR
0843 AIM EUROLAND GROWTH FUND - ADVISOR
0844 AIM JAPAN GROWTH FUND - ADVISOR
0846 AIM MID CAP EQUITY FUND - ADVISOR
0848 AIM STRATEGIC INCOME FUND - ADVISOR
0849 AIM GLOBAL GOVERNMENT INCOME FUND - ADVISOR
0851 AIM GLOBAL HEALTH CARE FUND - ADVISOR
0853 AIM LATIN AMERICAN GROWTH FUND - ADVISOR
0857 AIM GLOBAL FINANCIAL SERVICES FUND - ADVISOR
0858 AIM EMERGING MARKETS DEBT FUND - ADVISOR
0859 AIM GLOBAL INFRASTRUCTURE FUND - ADVISOR
0861 AIM GLOBAL RESOURCES FUND - ADVISOR
0862 AIM GLOBAL CONSUMER PRODS & SERVICES - ADVISOR
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EXHIBIT 1
List of Funds
Fund # Fund Name
------ ---------
0863 AIM BASIC VALUE FUND - ADVISOR
0864 AIM SMALL CAP GROWTH FUND - ADVISOR
0876 AIM DEVELOPING MARKETS FUND - ADVISOR
0878 AIM GLOBAL GROWTH & INCOME FUND - ADVISOR
0879 AIM GLOBAL TELECOM. & TECH. FUND - ADVISOR
0884 AIM GLOBAL TRENDS FUND - ADVISOR
