1
EXHIBIT 9(b)(1)(iii)
REMOTE ACCESS
-------------
AND
---
RELATED SERVICES AGREEMENT
--------------------------
AGREEMENT dated December 23, 1994, between each registered
investment company listed on the signature pages hereof, either for itself or,
with respect to each such company that is a series investment company, on
behalf of each of the series or class named on the signature pages hereof (the
"Fund") and THE SHAREHOLDER SERVICES GROUP, INC. ("TSSG"), a Massachusetts
corporation with principal offices at Xxx Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000.
WITNESSETH
----------
That for and in consideration of the mutual promises hereinafter set
forth, the Fund and TSSG agree as follows:
1. Appointment of TSSG. The Fund appoints TSSG as servicing agent to
provide and support remote terminal access through dedicated
transmission lines to its computerized data processing record keeping
system for Fund shareholder accounting more fully described on the
attached Schedule A (the "TSSG System) installed on TSSG computer
hardware and using TSSG software ("TSSG Facilities") to provide and
support remote terminal access to the TSSG System and the TSSG
Facilities for the maintenance of Fund shareholder records, processing
of information and generation of information with respect thereto.
TSSG hereby accepts such appointment for the compensation described
below.
2. Oral and Written Instructions. "Written Instructions" shall mean a
written communication signed by a person reasonably believed by TSSG
to be a person named on the list of authorized persons as it may be
amended by amendment provided by the Fund to TSSG from time to time
("Schedule B"). "Oral Instructions" shall mean instructions, other
than Written Instructions, actually received by TSSG from a person
reasonably believed by TSSG to be an Authorized Person listed on
Schedule B. Written communication shall include manually executed
originals and authorized electronic transmissions, including
telefacsimile of a manually executed original or other process.
3. Compensation.
-------------
(a) The Fund will compensate TSSG for the performance of its
obligations hereunder in accordance with the Fee Schedule
attached hereto as Schedule C. Such fees may be adjusted from
time to time by attaching to or substituting for Schedule C a
revised Fee Schedule, dated and signed by an authorized
officer of each party hereto.
2
(b) In addition to the fees payable pursuant to Schedule C, the
Fund will pay all out-of-pocket expenses incurred by TSSG in
performing its duties hereunder. Out-of-pocket expenses shall
include the items specified in the written schedule of
out-of-pocket charges attached hereto as Schedule D. Upon
written approval of the Fund, Schedule D may be modified by
TSSG. The Fund agrees to approve all reasonable changes in
Schedule D. Unscheduled out-of-pocket expenses shall be
limited to those out-of-pocket expenses directly related to
TSSG's performance of its obligations hereunder.
(c) TSSG will provide an invoice as soon as practicable after the
end of each calendar month detailed in accordance with
Schedule C and Schedule D. The Fund will pay to TSSG the
amount so billed within fifteen (15) days after the Fund's
receipt of the invoice.
4. Duties of TSSG.
---------------
(a) Subject to the provisions of this Agreement, the Fund hereby
agrees to use or employ the TSSG System and the TSSG
Facilities to maintain certain Fund shareholder records and
generate output with respect to the Fund's shareholders, and
subject to the provisions of this Agreement, TSSG will provide
the use of the TSSG System and the TSSG Facilities to maintain
Fund shareholder records and generate such output with respect
to the Fund's shareholders.
(b) TSSG agrees to provide to the Fund at its facility located
at Eleven Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 or
at such other location as may be mutually agreed upon in
writing by TSSG and the Fund (the "Fund Facility") remote
access to the use of information processing capabilities of
the TSSG System as it may be modified from time to time by
TSSG.
5. Changes and Modifications.
--------------------------
(a) During the term of this Agreement, TSSG will make available
for Fund use, without additional costs, all modifications and
improvements to the TSSG System (excluding those modifications
and improvements TSSG views as additional products and/or
those developed exclusively for other TSSG clients) made in
the ordinary course of business. In addition, TSSG will use
its best efforts to make reasonable changes to the TSSG System
requested by the Fund, subject to payment of additional fees
as mutually agreed upon in writing and as reflected in
Schedule C.
(b) TSSG shall have the right, at any time, and from time to time,
to alter and modify any systems, programs, procedures or
facilities used or employed in performing its duties and
obligations hereunder (a "System Modification"), provided that
no
2
3
System Modification shall, without the consent of the Fund,
materially adversely change or affect the operations and
procedures of the Fund in using or employing the TSSG System
or the TSSG Facilities hereunder. TSSG will use its best
efforts to notify the Fund in writing at least five business
days prior to implementing any System Modification which
impacts or effects AFS' day to day operations, and in any
event by 8 a.m. CST the following business day.
(c) TSSG agrees to make any System Modifications necessary to meet
federal, state or local government or self-regulatory
organization requirements ("Regulatory Adherence
Enhancements") in a timely fashion. TSSG agrees to advise the
Fund promptly upon notification of any change in or receipt of
any information or advice concerning any change in the
requirements of any federal, state, local or self-regulatory
organization which might require such System Modifications.
The Fund shall obtain any additional software required to
comply with such changes in federal, state, and local
government or self regulatory organization requirements.
Regulatory Adherence Enhancements shall be limited to
technically and commercially practical System modifications
which are within the scope of the functions, capabilities and
any database of the TSSG System. TSSG will provide Regulatory
Adherence Enhancements only after final specification, agreed
upon by TSSG, the Fund and affected third parties, have been
established and delivered to TSSG.
(d) During the term of this Agreement TSSG shall expend no
less than $1,000,000 (one million dollars) per calendar year
for the enhancement and maintenance of TSSG's
recordkeeping and associated system that are utilized by
TSSG to provide services to the Fund under this
Agreement (or a successor Remote Service Agreement). At
least once each calendar year, TSSG shall provide the Fund
with a schedule of the enhancements planned by the TSSG for
the succeeding 12 month period.
6. Duties of the Fund.
-------------------
(a) The Fund will transmit all information and data required by
TSSG hereunder to the TSSG Facilities in the format and form
specified by TSSG, so that the output produced by the Fund
shall be complete and accurate when it is generated by the
TSSG System and the TSSG Facilities. The Fund shall be
responsible and liable for the costs and expenses of
regenerating any output if the Fund provides nonconforming or
erroneous data or shall have failed to transmit any such data
or information or verify any such data and information when it
is generated by the TSSG System and the TSSG Facilities.
(b) In the event the Fund shall erroneously transmit information
or shall transmit incorrect information or data to the TSSG
System or the TSSG Facilities, the Fund
3
4
shall correct such information and data and retransmit the
same to the TSSG System or to the TSSG Facilities. Upon
consent of the Fund, which shall not be unreasonably withheld,
TSSG shall take the necessary steps at Fund expense to correct
any files affected by the original incorrect transmission.
(c) In the event the TSSG System malfunctions or a TSSG
programming error (other than programming changes made
pursuant to paragraph 5(a) above), causes an error or mistake
in any of the output generated by the TSSG System under the
terms of this Agreement, TSSG will, at its expense, correct
and retransmit such output so long as the Fund has notified
TSSG of such error or mistake within five (5) business days of
its discovery and the data used to generate such output is
available as set forth in Schedule E attached hereto.
If such data is available as set forth in Schedule E, the Fund
shall take reasonable necessary steps to manually correct any
records due to a TSSG system malfunction or programming error
that TSSG is unable to correct systematically and the parties
shall mutually agree upon the allocation of expenses related
to such manual processing.
7. System Access and Training.
---------------------------
(a) TSSG shall provide the Fund on-line access as provided for and
set forth in the attached Schedule F, and agrees to meet the
performance standards set forth therein. Additional access to
the TSSG System may be arranged by mutual agreement of the
parties.
(b) The Fund will reimburse TSSG for any reasonable costs and
expenses incurred for training hereunder. All travel and
other out-of-pocket expenses incurred by Fund personnel in
connection with and during the training periods shall be borne
by the Fund.
8. Indemnification. TSSG shall not be responsible for and the Fund shall
indemnify and hold TSSG harmless from and against any and all claims,
costs, expenses (including reasonable attorneys' fees), losses,
damages, charges, payments and liabilities of any sort or kind which
may be asserted against TSSG or for which TSSG may be held to be
liable (a "Claim") arising out of or attributable to any of the
following:
(a) Any actions of TSSG required to be taken pursuant to this
Agreement unless such Claim resulted from a negligent act or
omission to act or bad faith by TSSG in the performance of its
duties hereunder.
(b) The Fund's failure to use and employ the TSSG System and the
TSSG Facilities in accordance with the procedures set forth in
any on-line documentation made
4
5
available to the Fund, the Fund's failure to utilize the
control procedures set forth and described in the on-line user
documentation, or the Fund's failure to verify promptly
reports or output received through use of the TSSG System and
the TSSG Facilities.
(c) The Fund's errors and mistakes in the use of the TSSG System,
TSSG Facilities and control procedures.
(d) TSSG's reasonable reliance on, or reasonable use of
information, data, records and documents received by TSSG from
the Fund in the performance of TSSG's duties and obligations
hereunder.
(e) The reliance on, or the implementation of, any Written or Oral
Instructions or any other instructions or requests of the
Fund.
(f) The Fund's refusal or failure to comply with the terms of this
Agreement, or any Claim which arises out of the Fund's
negligence or misconduct or the breach of any representation
or warranty of the Fund made herein.
(g) Unavailability of communications or utilities facilities or
other equipment failures provided TSSG has maintained such
equipment appropriately, Acts of God, acts of the public
enemy, governmentally-mandated priorities in allocating its
services, labor disputes, fires, floods, strikes, riots or war
or other causes beyond its control.
9. Standard of Care.
-----------------
(a) TSSG shall at all times act in good faith and agrees to use
its best efforts within commercially reasonable standards to
insure the accuracy of all services performed under this
Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said errors are
caused by its negligence, bad faith, or willful misconduct or
that of its employees.
(b) Notwithstanding the foregoing Section 9(a) or anything else
contained in this Agreement to the contrary, TSSG's liability
hereunder shall, in no event exceed four million dollars
($4,000,000.00).
The parties agree to review the limitation of liability
provision set forth in this Section 9(b) on an annual basis.
10. Instructions. TSSG may apply at any time to a person listed as an
Authorized Person identified on Schedule B for instructions with
respect to any matter arising in connection with this Agreement. TSSG
may also consult with legal counsel for the Fund or, at
5
6
TSSG's expense, its own legal counsel with respect to actions to be
taken hereunder. TSSG shall not be liable for, and shall be
indemnified by the Fund against, any Claim arising from any action
taken or omitted to be taken by TSSG in good faith in reliance upon
such instruction from the Fund or upon the advice of such legal
counsel.
11. Consequential Damages. In no event and under no circumstances shall
either party under this Agreement be liable to the other party for
consequential or indirect loss of profits, reputation or business or
any other special damages under any provision of this Agreement or for
any act or failure to act hereunder.
12. Covenants of TSSG.
------------------
(a) TSSG shall maintain the appropriate computer files of all
required information and data transmitted to the TSSG
Facilities by the Fund, provided, however, that TSSG shall not
be responsible or liable for any damage, alterations,
modifications thereto or failure to maintain the same if the
Fund made, or TSSG made at the Fund's request, such changes,
alterations or modifications or if the Fund causes the
failure. It is expressly understood that all such shareholder
records transmitted by the Fund and maintained by TSSG remain
the exclusive property of the Fund.
(b) All information furnished by the Fund to TSSG is confidential
and TSSG agrees that it shall not disclose such information to
any third party except pursuant to Written or Oral
Instructions received from the Fund or to the extent that TSSG
is required by law to make such disclosure.
13. Covenants of the Fund. The Fund shall utilize and employ all
reasonable control procedures available under the TSSG System of which
the Fund may be advised. The Fund will promptly advise TSSG of any
errors or mistakes in the data or information transmitted to the TSSG
Facilities or in the records maintained by TSSG or output generated
hereunder. The Fund will verify the accuracy of all output it receives
consistent with industry custom and practice by utilizing proper
auditing procedures.
All information furnished to or obtained by the Fund pertaining to the
TSSG Facilities, the TSSG System, or TSSG procedures, data bases and
programs is confidential and proprietary to TSSG. The Fund shall not
disclose such information to any third party except to the extent that
the Fund is required by law to make such disclosures.
14. Term and Termination.
---------------------
(a) This Agreement shall become effective on the date first set
forth above and shall continue in effect through December 31,
1997 ("Initial Term").
6
7
(b) Unless it is the intention of either party for this Agreement
to terminate upon the expiration of the Initial Term, within
six (6) months prior to the end of the Initial Term but no
later than such date, AIM and TSSG will negotiate diligently
and in good faith and either (i) enter into an agreement
extending the term of this Agreement; or (ii) enter into a new
agreement for TSSG to provide remote services substantially
similar to those contemplated hereunder.
(c) Notwithstanding the foregoing, if a party hereto is guilty of
a material failure to perform its duties and obligations
hereunder (a "Defaulting Party") the other party (the
"Non-Defaulting Party") may give written notice thereof to the
Defaulting Party, and if such material breach shall not have
been remedied within thirty (30) days after such written
notice is given, then the Non-Defaulting Party may terminate
this Agreement by giving thirty (30) days written notice of
such termination to the Defaulting Party. If TSSG is the
Non-Defaulting Party, its termination of this Agreement shall
not constitute a waiver of any other rights or remedies of
TSSG with respect to services performed prior to such
termination or rights of TSSG to be reimbursed for
out-of-pocket expenses. In all cases, termination by the
Non-Defaulting Party shall not constitute a waiver by the
Non-Defaulting Party of any other rights it might have under
this Agreement or otherwise against the Defaulting Party.
15. Post-Termination Procedures. Upon termination for any reason by either
party to this Agreement TSSG shall promptly, at the Fund's expense,
provide immediate and full access to the Fund data files on magnetic
tape in machine readable form and shall cooperate with the Fund in its
efforts to transfer all such data files to another person chosen by
the Fund. In addition, TSSG agrees to return, at the expense of the
terminating party, all backup tapes and other storage media upon which
Fund data is then stored.
16. Amendment. This Agreement may only be amended or modified by written
agreement executed by both parties.
17. Assignment. This Agreement and any interest hereunder shall inure to
the benefit of and be binding upon the Parties and their respective
successors, legal representatives and permitted assigns including the
successor entity in any merger or reorganization of the Funds. Except
as otherwise expressly provided for in this Agreement, neither Party
may assign or delegate this Agreement or any of its rights or
obligations without the other Party's prior approval which shall not
be unreasonably withheld. Upon prior notice to the Fund, TSSG may
assign this Agreement to (i) any person in connection with the merger
or consolidation of TSSG into such person, or the sale of all or
substantially all the assets of TSSG to such person or (ii) any direct
or indirect subsidiary of First Data Corporation in connection with
any corporate reorganization. Any attempt to assign, delegate or
otherwise transfer this Agreement in violation of this Section will be
voidable by the other party.
7
8
18. Subcontracting. TSSG may subcontract to agents the services required
to be performed pursuant to this Agreement and the Schedules hereto,
if any. The appointment of any such agent shall not relieve TSSG of
its responsibilities hereunder.
19. Use of TSSG's Name. The Fund shall not use TSSG's name in any
Prospectus, Statement of Additional Information, Shareholder's Report,
sales literature or other material relating to the Fund without TSSG's
prior written approval unless such use is required by law or merely
refers in accurate terms to the services rendered hereunder. Any
reference to TSSG shall include a statement to the effect that it is
an indirect, wholly owned subsidiary of First Data Corporation.
20. Use of the Fund's Name. Except as provided herein, TSSG shall not use
the name of the Fund, its Advisor or material relating to any of them
on any documents or forms (other than internal documents) without the
Fund's prior written approval unless such use is required by law or
merely refers in accurate terms to the services rendered hereunder.
21. Security.
---------
(a) TSSG will provide the Fund with a User Identifier (also known
as "User I.D.") and a User Password. TSSG will also assign
the initial Operator Password to each of the Fund's employees
who are authorized to access the TSSG System. The Operator
Passwords may be changed at any time in the discretion of the
Fund without any notice to or knowledge of TSSG by using
procedures set forth in the user manual.
(b) The Fund agrees that it is responsible for selection, use and
protection of the confidentiality of passwords; however, TSSG
may for security reasons at any time and from time to time,
upon seven days written notice to the Fund (or immediately
upon notice by telephone, confirmed in writing, in the event
of an emergency), deny access to the TSSG System until one or
more User I.D.s is changed by the Fund.
(c) TSSG will provide the Fund with online procedures enabling the
Fund to reset passwords, correct Password violations and
add/change/delete User I.D.s within existing security
profiles.
(d) TSSG will use its best efforts to ensure that the Fund's data
files which are input into the TSSG System will remain
confidential and protected from unauthorized access by third
persons. Specifically, TSSG will adhere to its normal
security procedures for protection of computer-stored files or
programs from unauthorized access. It is agreed that such
procedures will be subject to review by the Fund and audit by
its independent accountants and that TSSG will take under
advisement
8
9
recommendations of such independent accountants concerning
changes to such procedures.
(e) The Fund or duly authorized independent auditors will have the
right upon 5 business days' notice under this Agreement to
perform on-site audits of records and accounts directly
pertaining to Fund shareholder accounts serviced by TSSG
facilities in accordance with reasonable procedures and at
reasonable frequencies.
(f) The parties agree that all tapes, books, user manuals,
instructions, records, information and data pertaining to the
business of the other party, the TSSG System and the Fund
clients serviced by the Fund which are exchanged or received
pursuant to the negotiation of or carrying out of this
Agreement shall remain confidential except to the extent
required by applicable laws, and shall not be voluntarily
disclosed to any other person and that all such tapes, books,
reference manuals, instructions, records, information and data
in the possession of each of the parties hereto shall be
returned to the party from whom it was obtained upon the
termination or expiration of this Agreement.
(g) The Fund acknowledges that TSSG has proprietary rights in and
to the TSSG System and any other TSSG programs, data bases,
supporting documentation or procedures ("TSSG Protected
Information") of which the Fund or its employees or agents
become aware as a result of the Fund's access to the TSSG
System or TSSG Facilities and that the TSSG Protected
Information constitutes confidential material and trade
secrets of TSSG. The Fund agrees to maintain the
confidentiality of the TSSG Protected Information. The Fund
acknowledges that any unauthorized use, misuse, disclosure or
taking of TSSG Protected Information which is confidential or
which is a trade secret, whether residing or existing
internally or externally to a computer, computer system or
computer network, or the knowing and unauthorized accessing or
causing to be accessed of any computer, computer system or
computer network, may be subject to civil liabilities and
criminal penalties under applicable law. The Fund will advise
all of its employees and agents who have access to any TSSG
Protected Information or to any computer equipment capable of
accessing TSSG Facilities of the foregoing.
22. Additional Funds. In the event that additional funds, within the same
family as the Funds, are established ("Additional Funds") and such
Additional Funds desire to avail themselves of the benefits of and
become a party to this Agreement, the Additional Funds shall notify
TSSG in writing, and if TSSG agrees in writing, such Additional Funds
shall become a party to this Agreement.
9
10
23. Miscellaneous.
(a) Notices. Any notice or other instrument authorized or
required by this Agreement to be given in writing to the Fund
or TSSG shall be sufficiently given if addressed to that party
and received by it at its office set forth below or at such
other place as it may from time to time designate in writing.
To: AIM Family of Funds
c/o Xxxx Xxxxxxxx, President
AIM Fund Services, Inc.
Eleven Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxxxx Xxxx, Secretary
with a copy to:
Fund Legal Department at the same address
Attention: Xxxxx Xxxxxxx, VP and General Counsel
To: The Shareholder Services Group, Inc.
Xxx Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, President
with a copy to:
General Counsel at the same address
(b) Successors. This Agreement shall extend to and shall be
binding upon the parties hereto, and their respective
successors upon the parties hereto, and their respective
successors and assigns; provided, however, that this Agreement
may not be assigned without the written consent of the other
party.
(c) Governing Law. This Agreement shall be governed exclusively
by and interpreted in accordance with the internal substantive
laws of the Commonwealth of Massachusetts without reference to
the choice of the law provisions thereof.
(d) Severability. If any term, provision, covenant or restriction
of this Agreement is held by a court of competent jurisdiction
to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.
10
11
(e) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original,
but all of which together will constitute only one instrument.
(f) Captions. The captions of 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.
(g) Sole Agreement. This Agreement constitutes the entire
agreement between the parties hereto and supersedes any prior
agreement with respect to the subject matter hereof.
(h) Specific Performance. Each of the parties hereto agrees that
the other party would be irreparably damaged by breaches of
this Agreement relating to confidential or proprietary
information and accordingly each agrees that each of them is
entitled, without bond or other security, to an injunction or
injunctions to prevent breaches of the provisions of this
Agreement relating to such information.
(i) It is understood and agreed that all services performed
hereunder by TSSG shall be as an independent contractor and
not as an employee, joint venturer, or partner of the Fund.
This Agreement is between the Fund and TSSG, and there are no
third party beneficiaries hereto.
(j) Limitation of Shareholder Liability. Notice is hereby given
that the Declaration of Trust of each Fund which is a Delaware
business trust, is on file with the Secretary of State of
Delaware, and this Agreement was executed on behalf of each
such Trust by a duly authorized officer thereof acting as such
and not individually. The obligations of this Agreement are
not binding upon any of the Trustees, officers or Shareholders
of any such Trust individually but are binding only upon the
assets and property of the respective portfolio of each such
Trust for the benefit of which the Trustees have caused this
Agreement to be executed.
11
12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the day and year first
above written.
AIM EQUITY FUNDS, INC.
on behalf of the Retail Classes of its
AIM Charter Fund, AIM Constellation Fund,
AIM Xxxxxxxxxx Fund and AIM Aggressive
Growth Fund Portfolios
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Title: President
--------------------------------
AIM FUNDS GROUP,
on behalf of the Class A and Class B
Shares of its AIM Balanced Fund, AIM
Government Securities Fund, AIM Growth
Fund, AIM High Yield Fund, AIM Income
Fund, AIM Municipal Bond Fund, AIM
Utilities Fund and AIM Value Fund
portfolios and on behalf of the Class A,
Class B and Class C Shares of its AIM
Money Market Fund Portfolio
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Title: President
--------------------------------
AIM INTERNATIONAL FUNDS, INC.,
on behalf of the Class A and Class B
shares of its AIM International Equity
Fund, AIM Global Aggressive Growth Fund,
AIM Global Growth Fund and AIM Global
Income Fund Portfolios
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Title: President
--------------------------------
12
13
AIM INVESTMENT SECURITIES FUNDS,
on behalf of its AIM Adjustable Rate
Government Fund portfolio and the AIM
Limited Maturity Treasury Shares class
of its Limited Maturity Treasury
Portfolio
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Title: President
--------------------------------
AIM TAX-EXEMPT FUNDS, INC.,
on behalf of its AIM Tax-Exempt Cash Fund
and AIM Tax-Exempt Bond Fund of
Connecticut portfolios and the
AIM Tax-Free Intermediate Shares class
of its Intermediate Portfolio
By: /s/ XXXXXX X. XXXXXX
------------------------------------
Title: President
--------------------------------
THE SHAREHOLDER SERVICES GROUP, INC.
By: /s/ XXXX X. XXXXXX
------------------------------------
Title: EVP COO
--------------------------------
13
14
SCHEDULE A
SYSTEM FEATURES AND CAPABILITIES
The FSR System consists of computer hardware, operating system software and
application software which contains functions as defined below. The operating
environment configuration consists of IBM-compatible mainframe computers running
on an MVS operating system. The configuration includes controllers, direct
access storage devices, tape drives, security access software and other
operating system hardware and software that enable TSSG to meet the contractual
commitments herein.
The Transfer Agent Application includes Job Control Language (JCL), Catalog
Procedures (PROCS) and program modules written primarily in COBOL.
The FSR Transfer Agency System supports the following subsystems and third
party systems:
NSCC (National Securities Clearing Corporation) support:
o FundSERV
o Networking
o Commissions
o Exchanges
o ACATS (Automated Customer Account Transfer System)
o TNET
Cost basis accounting
UNISYS Interface
Sales file download
Price Waterhouse Blue Sky download
File downloads to support DDA (Demand Deposit Account) Reconciliation
15
Year-End Statements and Tax Reporting:
o 1099D
o 1099R
o 1042S
o 5498
o 1099B
Transmission send/receive functionality for broker/dealers and other third
parties
Electronic Funds Transfer processing to move in and out of funds using
automated clearing house facilities
KMS Microfilm Interface
Third part interfaces with:
Applied Mailing Systems for print/mail support
Microdata for checkbook production
Mellon and Texas Commerce for banking services
Other third party software packages i.e. ACE/DISC
16
SCHEDULE B
AIM FAMILY OF FUNDS - LIST OF AUTHORIZED PERSONS
/s/ XXXXXX X. XXXXXX
-----------------------------------------------------------
Xxxxxx Xxxxxx
President, A I M Management Group Inc.
/s/ XXXX XXXXXXXX (XXXX)
-----------------------------------------------------------
Xxxx Xxxxxxxx
President, A I M Fund Services, Inc.
/s/ XXXXX XXXXXXX
-----------------------------------------------------------
Xxxxx Xxxxxxx
Secretary and General Counsel,
A I M Management Group Inc.
/s/ XXXXX XXXXXX
-----------------------------------------------------------
Xxxxx Xxxxxx
Counsel, A I M Management Group Inc.
17
SCHEDULE C
FEE SCHEDULE
I. SHAREHOLDER ACCOUNT FEES. The Fund shall pay the following fees
("Shareholder Account Fees"):
For the period beginning on the date of this Agreement, and continuing through
December 31, 1997, the Fund shall pay TSSG an annualized fee of $3.60 per
shareholder account that is open during any monthly period ("Open Account
Fee"). The Fund also shall pay TSSG an annualized fee of $1.80 per shareholder
account that is closed during any monthly period ("Closed Account Fee") (The
Open Account Fees and the Closed Account Fees hereafter collectively referred
to as "Shareholder Account Fees"). The Shareholder Account Fees hall be billed
by TSSG monthly in arrears on a prorated basis of 1/12 of the annualized fee
for all such accounts.
In addition, beginning on the one year anniversary date of this Agreement, and
on each yearly anniversary date thereafter, the Shareholder Account fees may be
increased by TSSG in an amount equal to the lesser of (i) the cumulative
percentage increase in the Consumer Price Index for all Urban Consumers (CPI-U)
U.S. City Average, All Items (unadjusted -- (1982-84 + 100), published by the
U.S. Department of Labor, or (ii) seven percent (7%) of the Shareholder Account
Fees charged by TSSG to the Fund for the preceding twelve (12) month period.
II. FEES FOR DEDICATED PROGRAMMING SUPPORT
TSSG and the Fund will jointly determine the level of dedicated system
resources required to meet the Fund's enhancement priorities. At the Fund's
expense, TSSG agrees to use reasonable efforts to make dedicated programming
support available for all projects required by the Fund. The amount of the
resources required and the projects to be worked on shall be determined jointly
based upon joint periodic review of project requirements; however, the Fund
will decide the priorities which will be assigned to each project and will
determine what projects the dedicated resources are to work on. Such resources
will be charged to the Fund at the rates set forth below. All enhancements,
improvements, modifications or new features added to the TSSG System shall be,
and shall remain, the confidential, exclusive property of, and proprietary to,
TSSG. Request for software changes may be initiated by those representatives
of the Fund identified in Exhibit 1 of this Schedule C. The Fund will use its
best efforts to notify TSSG in writing of requests for software changes within
72 hours of an initial verbal request. TSSG reserves the right to stop work on
a request for which written specifications have not been received.
1
18
a. SUPPORT TO BE PROVIDED TO THE FUND FREE OF CHARGE. TSSG
will provide the following support at no additional cost to the
fund:
1. Coding to correct deficiencies in the system, unless such
deficiencies are included in item (II) (b) (9) below in which
event the Fund will be charged for such services. A system
deficiency is defined as a system process which does not
operate according to the design of the computer application or
system specifications. To correct system deficiencies, TSSG will,
at its own expense, expend whatever resources are necessary to
analyze the deficiency and apply an appropriate remedy, in the
form of corrected application code as expeditiously as possible.
An alternate process, in the form of a functional work around,
may be a suitable substitute for the actual system fix, if the
level of effort to develop the system fix is deemed to be
impractical or the elapsed time to develop and apply the fix
extends beyond the reasonable time needed. For deficiencies
identified by the Fund, the use of a functional work around as an
alternate process shall be mutually agreed upon by the parties.
TSSG will evaluate all reported referrals, to validate deficiency
status or reclassify as a system enhancement, based on the above
definition.
2. Simple Maintenance determined to be core processing.
3. TSSG generated (i.e., internal) requests to extend system
functionality and ensure industry competitiveness.
4. Enhancements required to comply with regulatory changes;
provided, however, TSSG will only make such changes to the extent
that they are technically and commercially practical and are
within the scope of the software functions, capabilities and
database.
b. SUPPORT TO BE PROVIDED TO THE FUND, BUT WHICH WILL BE BILLED
AS "DEDICATED PROGRAMMING SUPPORT": The following activities are
examples of "dedicated programming support" which will be billed
to the Fund:
1. Customized form output (i.e., statements, confirmation
statements, commission statements).
2. Customized reports.
3. Addition of new features (enhancements) requested by the Fund.
4. Addition of existing features not used by the Fund.
5. Addition of new funds to the fund group.
6. Customized year-end processing.
7. Conversions from other systems to FSR subsequent to initial
funds being live.
(continued on next page)
2
19
8. Clean-up/Recovery project resulting from Fund error or causes
beyond the reasonable control of either party.
9. System "fixes" - coding to correct errors attributable to code
developed, and currently maintained by the dedicated teams.
10. Customization of existing functions specific to the Fund.
11. Program documentation as requested by the Fund.
Software Exclusivity. The Fund may choose to have exclusive use of
enhancement software developed by its dedicated programming staff. Such
exclusivity would extend for a period of nine (9) months from the date
the enhancement is placed into the production libraries. Software
exclusivity would be waived if the Fund accepts either of the following
conditions:
a). If prior to implementation, TSSG or other TSSG
clients agree to share in the expense of the
enhancements.
b). At any time during the 9 months following
implementation, TSSG or other TSSG clients agree to
share the expense for the enhancements.
Access and Capability The Funds' dedicated programmers will have
access and capability to update any part of the System. However,
depending on the skill set of the programmers, as well as the scope of
the requested enhancement, it may be in the best interest of both the
Fund and TSSG to utilize non-dedicated programmers to address certain
enhancements. In addition, because many programs are shared by
multiple clients, some enhancements may require approval from those
clients. These enhancements should be handled on an item by item
basis.
c. FEES FOR DEDICATED PERSONNEL WHICH WILL BE BILLED TO
THE FUND. TSSG will xxxx the Fund monthly in arrears
on a prorated basis of 1/12 of the following
annualized charges for each person dedicated to the
following positions:
Manager $100,000
Programmer $ 90,000
Business System Analyst/Tester $ 85,000
Non-dedicated programmer-hourly charge $ 100 per hour
TSSG may adjust these salaries on the anniversary date of this
agreement to reflect salary increases, provided that they do not
exceed seven percent (7%) of the fees charged to the Fund for the
identical positions during the immediately preceding twelve (12) month
period.
3
20
SCHEDULE C
EXHIBIT 1
AIM FAMILY OF FUNDS
AUTHORIZED PERSONS REQUESTING
SYSTEM MODIFICATIONS
/s/ XXXX XXXXXXXX
-----------------------------------------------------------
Xxxx Xxxxxxxx
/s/ XXXXXXX XXXXXX
-----------------------------------------------------------
Xxxxxxx Xxxxxx
/s/ XXXXXX XXXXXXXXXXX
-----------------------------------------------------------
Xxxxxx Xxxxxxxxxxx
/s/ XXXX XXXXXX
-----------------------------------------------------------
Xxxx Xxxxxx
4
21
SCHEDULE D
OUT-OF-POCKET EXPENSES
The Fund shall reimburse TSSG monthly for applicable out-of-pocket expenses,
including, but not limited to the following items:
o Microfiche/microfilm production
o Magnetic media tapes and freight
o Telephone and telecommunication costs, including all lease, maintenance
and line costs
o NSCC transaction charges at $.15/per financial transaction
o Shipping, Certified and Overnight mail and insurance
o Year-End form production and mailings
o Terminals, communication lines, printers and other equipment and any
expenses incurred in connection with such terminals and lines
o Duplicating services, as pre-approved by the Fund Courier services
o Due Diligence Mailings
o Rendering fees as billed
o Overtime, as pre-approved by the Fund
o Temporary staff, as pre-approved by the Fund
o Travel and entertainment, as pre-approved by the Fund
o Record retention, retrieval and destruction costs, including, but not
limited to exit fees charged by third party record keeping vendors
o Third party audit review
o All conversion costs: including System start up costs, but excluding costs
associated with conversations between TSSG systems.
o Such other miscellaneous expenses reasonably incurred by TSSG in
performing its duties and responsibilities under this Agreement.
o Such expenses incurred with consent of the Fund, not to be unreasonably
withheld.
o The costs associated with the Year-End Support Services set forth on the
attached Exhibit 1 of this Schedule D.
o The costs associated with the Broker Dealer Support Services set forth on
the attached Exhibit 2 of this Schedule D.
22
EXHIBIT 1 OF SCHEDULE D
Year-End Support Services: Flat rate of $.12/per shareholder account open as of
December 31, 1994.
The services listed below will be performed by TSSG for the Fund in support of
reporting for tax year 1994 and compliance mailings for calendar year 1994.
TSSG assumes responsibility for performing the services in compliance with
current IRS rules and regulations.
(a) Up-front year-end planning and communication of year-end related
system modifications.
(b) Production of IRS required tax forms and amended/corrected tax forms
as requested by the Fund.
(c) Production of IRS required 1099 magnetic tape filings.
(d) Production of tax forms on microfiche.
(e) Maintenance of year-end data files and the handling of transaction
code updates to those files.
(f) Submission of year-end jobs.
(g) B-notice processing as follows:
o receipt of B-notice listing from IRS or AFS
o upload of data entry of all accounts to B-Notice subsystem
o execution and generation of B-Notice defense reports
o analysis of B-Notice Defense Reports to ensure accurate
coding
o coordination of mailings with vendor, including generation of
vendor tapes
o notification to Client Services of anticipated and actual
mailing dates, including volume, sample letters and
confirmation of the date backup withholding will be
imposed if no response is received
o systematic upload of W-9 responses as volumes warrant
(h) Correction processing resulting from the monthly review of the
year-end files-"balancing."
(i) Production of cost basis information on 1099B forms.
(j) All required state filings as requested by the Fund.
(k) All IRS required mailings requested by the Fund: B-Notice, Safe
Harbor, W-9, TEFRA election, IRS Penalty Notice, and TIN solicitation.
23
EXHIBIT 1 OF SCHEDULE D (CONT'D)
(l) C-Notice processing as follows:
o receipt of C-Notice; imposition and release letters as
received from Fund or IRS
o performance of search function to identify all accounts
associated with the notice
o provide written instructions to Fund for proper account coding
(m) Initialization of Fund File in support of balancing tax reporting data
24
EXHIBIT 2 OF SCHEDULE D
Broker/Dealer Support: Annualized fee of $.03/per shareholder account open
during any monthly period.
(a) NSCC Testing
(b) Back-up for NSCC redemption release
(c) Research and Problem Resolution
(d) Compliance and Support
25
SCHEDULE E
DATA RETENTION AND RECOVERY STANDARDS
Data files included in the System are backed up according to a defined
retention schedule. This ensures availability of data for processing and
application recovery as well as compliance with regulatory requirements.
Critical files that are included in the retention process:
Shareholder Master
Shareholder History
Fund File
Dealer File
Global File
Certificate File
Broker/Client Cross Reference File
Additional Address File
Maintenance History File
Blue Sky Master
Price File
Rate File
Order Clearance File
These files are backed up as follows: daily and retained for six generations;
weekly and retained for 5 generations. The Shareholder Master, Shareholder
History and Fund Files are also backed up annually and retained for 7
generations.
In addition, the Acceptance File containing post-processing daily activity, and
the Daily File containing pre-processing transaction input, are backed up daily
and retained for six generations.
26
SCHEDULE F
SYSTEM AVAILABILITY STANDARDS
These systems standards shall apply on business days.
o On-line systems availability between 7:00 a.m. and 7:00 p.m.
CST - 95% measured monthly.
o Average response time (7:00 a.m. to 7:00 p.m. CST) of 3 seconds
or less, in response to the system employed by A I M Fund
Services, Inc. as of September 1, 1994 - 95% measured monthly.
o Daily report bundles in queue for transmission no later than
7:00 a.m. CST each business day - 95% measured monthly each
bundle measured separately.
o Daily job PFSRXOED containing the Acceptance File download in
queue for transmission no later than 4:00 a.m. CST each
business day - 95% measured monthly.
o Daily job PFSRXCAD containing the Cap Stock File download in
queue for transmission no later than 6:30 a.m. CST each
business day - 95% measured monthly.
o Weekly job PFSXOHW containing the Dealer File download in
queue for transmission no later than 9:00 am. CST each
Saturday - 95% measured quarterly.
