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EXHIBIT 9(b)
FUND ACCOUNTING AND PRICING AGENT AGREEMENT
This Fund Accounting and Pricing Agent Agreement (the "Agreement") is
made as of ________________, 1998, by and between AIM Growth Series (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 eight separate mutual funds,
each organized as a separate and distinct series consisting of shares of
beneficial interest (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 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.
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(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 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:
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(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:
(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
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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
(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.
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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, 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
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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.
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
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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.
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.
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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
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
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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 GROWTH SERIES
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
Assistant Secretary
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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:
- 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.
- The Fee Rate is determined by dividing the Asset Multiplier by the net
assets of the INVESCO (NY) Funds.
- 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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