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EXHIBIT 9(c)
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
AIM ADVISOR FUNDS, INC.
A I M ADVISORS, INC.
AND
A I M FUND SERVICES, INC.
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TABLE OF CONTENTS
PAGE
ARTICLE 1 TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2 FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF AIM . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 6 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 7 COVENANTS OF THE FUND AND THE TRANSFER AGENT . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 8 TERMINATION OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 9 ADDITIONAL PORTFOLIOS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 10 ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 11 AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 12 TEXAS LAW TO APPLY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 13 MERGER OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 14 COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
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TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 4th day of August, 1997, by and between AIM
ADVISOR FUNDS, INC. , a Maryland Corporation, having its principal office and
place of business at 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (the
"Fund"), A I M Advisors, Inc., a Delaware Corporation ("AIM") and A I M Fund
Services, Inc., a Delaware corporation both having their principal office and
place of business at 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (the
"Transfer Agent").
WHEREAS, the Transfer Agent is registered as such with the Securities
and Exchange Commission (the "SEC");
WHEREAS, the Fund is authorized to issue shares in separate series and
classes, with each such series representing interests in a separate portfolio
of securities and other assets and each such class having different
distribution arrangements;
WHEREAS, the Fund on behalf of each class of each of the portfolios
thereof (the "Portfolios") desires to appoint the Transfer Agent as its
transfer agent, and agent in connection with certain other activities, with
respect to the Portfolios, and the Transfer Agent desires to accept such
appointment; and
WHEREAS, the Fund and AIM have entered into an Operating Services
Agreement which provides, among other things, that AIM assume the fees and
expenses of transfer agent services;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE 1
TERMS OF APPOINTMENT; DUTIES OF THE TRANSFER AGENT
1.01 Subject to the terms and conditions set forth in this
Agreement, the Fund hereby employs and appoints the Transfer Agent to act as,
and the Transfer Agent agrees to act as, its transfer agent for the authorized
and issued shares of beneficial interest of the Fund representing interests in
each class of each of the respective Portfolios ("Shares"), dividend disbursing
agent, and agent in connection with any accumulation or similar plans provided
to shareholders of each of the Portfolios (the "Shareholders"), including
without limitation any periodic investment plan or periodic withdrawal program,
as provided in the currently effective prospectus and statement of additional
information (the "Prospectus") of the Fund on behalf of the Portfolios.
1.02 The Transfer Agent agrees that it will perform the following
services:
(a) The Transfer Agent shall, in accordance with procedures
established from time to time by agreement between the Fund on behalf of each
of the Portfolios, as applicable, and the Transfer Agent:
(i) receive for acceptance, orders for the purchase
of Shares, and promptly deliver payment and
appropriate documentation thereof to the
Custodian of the Fund authorized pursuant to the
Articles of Incorporation and By-Laws of the
Fund (the "Custodian");
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(ii) pursuant to purchase orders, issue the
appropriate number of Shares and hold such
Shares in the appropriate Shareholder account;
(iii) receive for acceptance redemption requests and
redemption directions and deliver the
appropriate documentation thereof to the
Custodian;
(iv) at the appropriate time as and when it receives
monies paid to it by the Custodian with respect
to any redemption, pay over or cause to be paid
over in the appropriate manner such monies as
instructed by the Fund;
(v) effect transfers of Shares by the registered
owners thereof upon receipt of appropriate
instructions;
(vi) prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of
the Shares;
(vii) maintain records of account for and advise the
Fund and its Shareholders as to the foregoing;
and
(viii) record the issuance of Shares of the Fund and
maintain pursuant to SEC Rule 17Ad-1O(e) a
record of the total number of Shares which are
authorized, based upon data provided to it by
the Fund, and issued and outstanding.
The Transfer Agent shall also provide the Fund on a regular basis with
the total number of Shares which are authorized and issued and outstanding and
shall have no obligation, when recording the issuance of Shares, to monitor the
issuance of such Shares or to take cognizance of any laws relating to the issue
or sale of such Shares, which function shall be the sole responsibility of the
Fund.
(b) In addition to the services set forth in the above paragraph
(a), the Transfer Agent shall: (i) perform the customary services of a transfer
agent, including but not limited to: maintaining all Shareholder accounts,
mailing Shareholder reports and prospectuses to current Shareholders, preparing
and mailing confirmation forms and statements of accounts to Shareholders for
all purchases and redemptions of Shares and other confirmable transactions in
Shareholder accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information.
(c) Procedures as to who shall provide certain of these services
in Article 1 may be established from time to time by agreement between the Fund
on behalf of each Portfolio and the Transfer Agent. The Transfer Agent may at
times perform only a portion of these services and the Fund or its agent may
perform these services on the Fund's behalf.
ARTICLE 2
FEES AND EXPENSES
2.01 For performance by the Transfer Agent pursuant to this
Agreement, AIM agrees on behalf of each of the Portfolios to pay the Transfer
Agent fees as set out in the initial fee schedule attached hereto. Such fees
and out-of- pocket expenses and advances identified under Section 2.02
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below may be changed from time to time subject to mutual written agreement
between AIM and the Transfer Agent.
2.02 In addition to the fee paid under Section 2.01 above, AIM
agrees to reimburse the Transfer Agent for out-of-pocket expenses or advances
incurred by the Transfer Agent for the items set out in the fee schedule
attached hereto. In addition, any other expenses incurred by the Transfer
Agent at the request or with the consent of AIM or the Fund, will be reimbursed
by AIM on behalf of the applicable Shares.
2.03 AIM agrees on behalf of each of the Portfolios to pay all
fees and reimbursable expenses following the mailing of the respective billing
notice. Postage for mailing of dividends, proxies, Fund reports and other
mailings to all Shareholder accounts shall be advanced to the Transfer Agent by
AIM at least seven (7) days prior to the mailing date of such materials.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE TRANSFER AGENT
The Transfer Agent represents and warrants to the Fund that:
3.01 It is a corporation duly organized and existing and in good
standing under the laws of the state of Delaware.
3.02 It is duly qualified to carry on its business in Delaware
and in Texas.
3.03 It is empowered under applicable laws and by its Charter
and By-Laws to enter into and perform this Agreement.
3.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
3.05 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations under
this Agreement.
3.06 It is registered as a Transfer Agent as required by the
federal securities laws.
3.07 This Agreement is a legal, valid and binding obligation to
it.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Transfer Agent that:
4.01 It is a corporation duly organized and existing and in good
standing under the laws of Maryland.
4.02 It is empowered under applicable laws and by its Articles
of Incorporation and By-Laws to enter into and perform this Agreement.
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4.03 All proceedings required by said Articles of Incorporation
and By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.04 It is an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended.
4.05 A registration statement under the Securities Act of 1933,
as amended on behalf of each of the Portfolios is currently effective and will
remain effective, with respect to all Shares of the Fund being offered for
sale.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF AIM
AIM represents and warrants to the Transfer Agent that:
5.01 It is a corporation duly organized and existing and in good
standing under the laws of the state of Delaware.
5.02 It is duly qualified to carry on its business in Delaware
and Texas.
5.03 It is empowered under applicable laws and by its Charter
and By-Laws to enter into and perform this Agreement.
5.04 All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
5.05 This Agreement is a legal, valid and binding obligation to
it.
ARTICLE 6
INDEMNIFICATION
6.01 The Transfer Agent shall not be responsible for, and the
Fund shall on behalf of the applicable Portfolio, indemnify and hold the
Transfer Agent harmless from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to:
(a) all actions of the Transfer Agent or its agents or
subcontractors required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or willful
misconduct;
(b) the Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation or warranty of
the Fund hereunder;
(c) the reliance on or use by the Transfer Agent or its agents
or subcontractors of information, records and documents or services which (i)
are received or relied upon by the Transfer Agent or its agents or
subcontractors and/or furnished to it or performed by on behalf of the Fund,
and (ii) have been prepared, maintained and/or performed by the Fund or any
other person or firm on behalf of the Fund; provided such actions are taken in
good faith and without negligence or willful misconduct;
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(d) the reliance on, or the carrying out by the Transfer Agent
or its agents or subcontractors of any instructions or requests of the Fund on
behalf of the applicable Portfolio; provided such actions are taken in good
faith and without negligence or willful misconduct; or
(e) the offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state or in
violation of any stop order or other determination or ruling by any federal
agency or any state with respect to the offer or sale of such Shares in such
state.
6.02 The Transfer Agent shall indemnify and hold the Fund
harmless from and against any and all losses, damages, costs, charges, counsel
fees, payments, expenses and liability arising out of or attributable to any
action or failure or omission to act by the Transfer Agent as result of the
Transfer Agent's lack of good faith, negligence or willful misconduct.
6.03 At any time the Transfer Agent may apply to any officer of
the Fund for instructions, and may consult with legal counsel with respect to
any matter arising in connection with the services to be performed by the
Transfer Agent under this Agreement, and the Transfer Agent and its agents or
subcontractors shall not be liable to and shall be indemnified by the Fund on
behalf of the applicable Portfolio for any action taken or omitted by it in
reliance upon such instructions or upon the opinion of such counsel. The
Transfer Agent shall be protected and indemnified in acting upon any paper or
document furnished by or on behalf of the Fund, reasonably believed to be
genuine and to have been signed by the proper person or persons, or upon any
instruction, information, data, records or documents provided to the Transfer
Agent or its agents or subcontractors by machine readable input, telex, CRT
data entry or other similar means authorized by the Fund, and shall not be held
to have notice of any change of authority of any person, until receipt of
written notice thereof from the Fund.
6.04 In the event either such party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform or
otherwise from such causes.
6.05 Neither the Fund nor the Transfer Agent shall be liable to
the other party for consequential damages under any provision of this Agreement
or for any consequential damages arising out of any act or failure to act
hereunder.
6.06 In order that the indemnification provisions contained in
this Article 6 shall apply, upon the assertion of a claim for which either the
Fund or the Transfer Agent may be required to indemnify the other, the party
seeking indemnification shall promptly notify the other party of such
assertion, and shall keep the other party advised with respect to all
developments concerning such claim. The party who may be required to indemnify
shall have the option to participate with the party seeking indemnification in
the defense of such claim. The party seeking indemnification shall in no case
confess any claim or make any compromise in any case in which the other party
may be required to indemnify it except with the other party's prior written
consent.
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ARTICLE 7
COVENANTS OF THE FUND AND THE TRANSFER AGENT
7.01 The Fund shall, upon request, on behalf of each of the
Portfolios promptly furnish to the Transfer Agent the following:
(a) a certified copy of the resolution of the Board of
Directors of the Fund authorizing the appointment of the Transfer Agent and the
execution and delivery of this Agreement; and
(b) a copy of the Articles of Incorporation and By-Laws of the
Fund and all amendments thereto.
7.02 The Transfer Agent shall keep records relating to the
services to be performed hereunder, in the form and manner as it may deem
advisable. To the extent required by Section 31 of the Investment Company Act
of 1940, as amended, and the Rules thereunder, the Transfer Agent agrees that
all such records prepared or maintained by the Transfer Agent relating to the
services to be performed by the Transfer Agent hereunder are the property of
the Fund and will be preserved, maintained and made available in accordance
with such Section and Rules, and will be surrendered promptly to the Fund on
and in accordance with its request.
7.03 The Transfer Agent and the Fund agree that all books,
records, information and data pertaining to the business of the other party
which are exchanged or received pursuant to the negotiation or the carrying out
of this Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
7.04 In case of any requests or demands for the inspection of
the Shareholder records of the Fund, the Transfer Agent will endeavor to notify
the Fund and to secure instructions from an authorized officer of the Fund as
to such inspection. The Transfer Agent reserves the right, however, to exhibit
the Shareholder records to any person whenever it is advised by its counsel
that it may be held liable for the failure to exhibit the Shareholder records
to such person.
ARTICLE 8
TERMINATION OF AGREEMENT
8.01 This Agreement may be terminated by either the Fund or the
Transfer Agent upon sixty (60) days written notice to the other.
8.02 Should the Fund exercise its right to terminate this
Agreement, all out-of-pocket expenses associated with the movement of records
and material will be borne by AIM on behalf of the applicable Portfolios.
Additionally, the Transfer Agent reserves the right to charge for any other
reasonable expenses associated with such termination and/or a charge equivalent
to the average of three (3) months' fees.
8.03 AIM may terminate its obligations under this Agreement upon
sixty (60) days written notice to the Fund and to the Transfer Agent.
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ARTICLE 9
ADDITIONAL PORTFOLIOS
9.01 In the event that the Fund establishes one or more series
of Shares in addition to the Portfolios with respect to which it desires to
have the Transfer Agent render services as transfer agent under the terms
hereof, it shall so notify the Transfer Agent in writing, and if the Transfer
Agent agrees in writing to provide such services, such series of Shares shall
become a Portfolio hereunder.
ARTICLE 10
ASSIGNMENT
10.01 Except as provided in Section 10.03 below, neither this
Agreement nor any rights or obligations hereunder may be assigned by any party
without the written consent of the other parties.
10.02 This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
10.03 The Transfer Agent may, without further consent on the part
of the Fund, subcontract for the performance hereof with any entity which is
duly registered as a transfer agent pursuant to Section 17A(c)(1) of the
Securities Exchange Act of 1934 as amended ("Section 17A(c)(1)"); provided,
however, that the Transfer Agent shall be as fully responsible to the Fund for
the acts and omissions of any subcontractor as it is for its own acts and
omissions.
ARTICLE 11
AMENDMENT
11.01 This Agreement may be amended or modified by a written
agreement executed by all parties and authorized or approved by a resolution of
the Board of Directors of the Fund.
ARTICLE 12
TEXAS LAW TO APPLY
12.01 This Agreement shall be construed and the provisions
thereof interpreted under and in accordance with the laws of the State of
Texas.
ARTICLE 13
MERGER OF AGREEMENT
13.01 This Agreement constitutes the entire agreement between the
parties hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
ARTICLE 14
COUNTERPARTS
14.01 This Agreement may be executed by the parties hereto on any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
AIM ADVISOR FUNDS, INC.
By: /s/ XXXXXX X. XXXXXX
-------------------------------
President
ATTEST:
/s/ XXXXXX X. XXXX
------------------------------
Assistant Secretary
A I M FUND SERVICES, INC.
By:/s/ XXXX XXXXXXXX
-------------------------------
President
ATTEST:
/s/ XXXXX X. XXXXXX
------------------------------
Assistant Secretary
Solely With Respect to Article 2,
Paragraph 8.02 and Paragraph 8.03
and the Fee Schedule
A I M Advisors, Inc.
By: /s/ XXXXXX X. XXXXXX
-------------------------------
President
ATTEST:
/s/ XXXXX X. XXXX
------------------------------
Assistant Secretary
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FEE SCHEDULE
1. For performance by the Transfer Agent pursuant to this Agreement, A I M
agrees on behalf of each of the Portfolios to pay the Transfer Agent an
annualized fee for shareholder accounts that are open during any monthly
period as set forth below, and an annualized fee of $ .70 per shareholder
account that is closed during any monthly period. Both fees shall be
billed by the Transfer Agent monthly in arrears on a prorated basis of 1/12
of the annualized fee for all such accounts.
Per Account Fee
Fund Type Annualized
--------- ----------
Class A Annual/Semi-Annual Dividends $15.15
Class A Quarterly & Monthly Dividend 17.15
Class A Daily Accrual 19.65
Class B 19.65
Class C 19.65
2. The Transfer Agent shall provide AIM with an annualized credit to the
monthly xxxxxxxx of (a) $1.50 for each open account in excess of 100,000
open Funds Accounts up to and including 125,000 open Funds Accounts; (b)
$1.75 for each open account in excess of 125,000 open Funds Accounts up
to and including 150,000 open Funds Accounts; (c) $2.00 for each open
Funds Account in excess of 150,000 open Funds Accounts up to and including
200,000 open Funds Accounts; (d) $2.25 for each open Funds Accounts in
excess of 200,000 open Funds Accounts up to and including 500,000 open
Funds Accounts; (e) $2.50 for each open Funds Account in excess of 500,000
open Funds Accounts up to and including 1,000,000 open Funds Accounts;
and (f) $3.00 for each open Funds Account in excess of 1,000,000 open
Funds Accounts.
3. In addition, on January 1 of the years 1998, 1999 and 2000 the Remote
Services Fee pursuant to the Remote Services Agreement with First Data
Investor Services Group, Inc. (formerly,The Shareholder Services Group,
Inc.), may be increased by First Data in an amount equal to the lesser of
the cumulative percentage increase in the then current Consumer Price
Index (for All Urban Consumers) or its successor index, or 7% of the
Remote Services Fees charged to the Fund for the preceding twelve (12)
month period.
4. Other Fees
XXX Annual Maintenance Fee $10 per XXX account per year
(paid by investor per tax I.D.
number).
Balance Credit The total fees due to the
Transfer Agent from all
funds affiliated with the
Fund shall be reduced by an
amount equal to one half of
investment income earned by
the Transfer Agent on the DDA
balances of the disbursement
accounts for those funds.
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Remote Services Fee The annualized fee per
shareholder account payable
monthly is:
- $3.60/per open account
for the first 1.5
million open accounts
- $2.25/per open account
for any open accounts in
excess of 1.5 million
- $1.80/per closed account.
5. OUT-OF-POCKET EXPENSES
A I M shall reimburse the Transfer Agent monthly for applicable
out-of-pocket expenses, including, but not limited to the following items:
- Microfiche/microfilm production & equipment
- Magnetic media tapes and freight
- Printing costs, including, without limitation, certificates, envelopes, checks, stationery, confirmations
and statements
- Postage (bulk, pre-sort, ZIP+4, barcoding, first class, forwarding) direct pass through to the Fund
- Due diligence mailings
- Telephone and telecommunication costs, including all lease, maintenance and line costs
- Ad hoc reports
- Proxy solicitations, mailings and tabulations
- Daily & Distribution advice mailings
- Shipping, Certified and Overnight mail and insurance
- Year-end form production and mailings
- Terminals, communication lines, printers and other equipment and any expenses incurred in connection with
such terminals and lines
- Duplicating services
- Courier services
- Banking charges, including without limitation incoming and outgoing wire charges @ $8.00 per wire
- Rendering fees as billed
- Federal Reserve charges for check clearance
- Record retention, retrieval and destruction costs, including, but not limited to exit fees charged by
third party record keeping vendors
- Third party audit reviews
- All client specific Systems enhancements will be at the Funds' cost.
- Certificate Insurance
- Such other miscellaneous expenses reasonably incurred by the Transfer Agent in performing its duties and
responsibilities under this Agreement
- Checkwriting fee of $.75 per check redemption.
A I M agrees that postage and mailing expenses will be paid on the day of
or prior to mailing. In addition, A I M will promptly reimburse the
Transfer Agent for any other unscheduled expenses incurred by the Transfer
Agent whenever A I M and the Transfer Agent mutually
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agree that such expenses are not otherwise properly borne by the Transfer
Agent as part of its duties and obligations under the Agreement.
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IN WITNESS WHEREOF, the parties have caused this Schedule A to be dated as
of this 4th day of August, 1997. .
A I M Advisors, Inc.
By: /s/ XXXXXX X. XXXXXX
--------------------------------
Xxxxxx X. Xxxxxx
President
A I M Fund Services, Inc.
By: /s/ XXXX XXXXXXXX
--------------------------------
Xxxx Xxxxxxxx
President
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