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EXHIBIT 9(c)(1)
ACCOUNTING SERVICES AGREEMENT
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AGREEMENT made between AIM INTERNATIONAL FUNDS, INC. a corporation
organized and existing under the laws of Maryland having its principal place of
business at 00 Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx (the "Fund") and
STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, having its
principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
("State Street").
WHEREAS, the Fund desires to retain State Street to perform certain
accounting and recordkeeping duties on behalf of the Fund's AIM International
Equity Fund Series (the "Portfolio"); and
WHEREAS, State Street is willing to perform such services on the terms
provided herein.
NOW, THEREFORE, the parties agree as follows:
Section 1. Duties of State Street.
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1.1 Books of Account.
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State Street shall maintain the books of account of the
Portfolio and shall perform the following duties in the manner prescribed by
the Portfolio's currently effective prospectus, statement of additional
information or other governing document certified copies of which have been
supplied to State Street (a "governing document"):
- Record general ledger entries.
- Calculate daily expenses.
- Calculate daily income.
- Reconcile daily activity to the trial balance.
- Calculate net asset value.
- Prepare account balances.
The Fund on behalf of the Portfolio shall provide timely prior
notice to State Street of any modification in the manner in which such
calculations are to be preformed as prescribed in any revision to the
Portfolio's governing documents. State Street shall not be responsible for any
revisions to calculations unless such revisions are communicated in writing to
State Street.
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1.2 Records.
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State Street shall create and maintain all records relating to
its activities and obligations under this Agreement in such a manner as will
meet the obligations of the Fund under the Investment Company Act of 1940,
specifically Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such
records shall be the property of the Fund and shall at all times during the
regular business hours of State Street be open for inspection by duly
authorized officers, employees or agents of the Fund and employees and agents
of the Securities and Exchange Commission. Subject to Section 3 below, State
Street shall preserve for the period required by law the records required to be
maintained thereunder.
Section 2. A. Duties of the Fund.
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The Fund on behalf of the Portfolio shall provide, or shall
cause a third party to provide, timely notice to State Street of certain data
necessary to State Street's performance of its obligations described in Section
1 above. The data required to be provided pursuant to this section are set
forth in Schedule A hereof, which schedule may be separately amended or
supplemented by the parties from time to time.
State Street is authorized and instructed to rely upon the
information it receives from the Fund or, at the direction of the Fund, any
third party. State Street shall have no responsibility to review, confirm or
otherwise assume any duty with respect to the accuracy or completeness of any
data supplied to it by or on behalf of the Fund.
B. Proper Instructions.
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The Fund on behalf of the Portfolio shall communicate to State
Street by means of Proper Instructions. Proper Instructions shall mean (i) a
writing signed or initialed by the Fund's Chief Financial Officer, Treasurer or
Assistant Treasurer, or by one or more persons as the Fund's Board of Directors
shall have from time to time authorized or (ii) communication effected directly
between the Fund or its third-party agent and State Street by electro-
mechanical or electronic devices, provided that the Fund and State Street
have approved such procedures. State Street may rely upon any Proper
Instruction reasonably believed by it to be genuine and to have been properly
issued by or on behalf of the Fund. Oral instruction shall be considered
Proper Instructions if State Street reasonably believes them to have been given
by a person authorized to give such instructions. The Fund shall cause all
oral instructions to be confirmed in accordance with clauses
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(i) or (ii) above, as appropriate. The Fund shall give timely Proper
Instructions to State Street in regard to matters affecting accounting practices
and State Street's performance of its obligations pursuant to this Agreement.
Section 3. Successor Agent.
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If a successor agent for the Portfolio shall be appointed by
the Fund, State Street shall upon termination hereof deliver to such successor
agent at the office of State Street all properties of the Portfolio held by it
hereunder. If no such successor agent shall be appointed, State Street shall
at its office upon receipt of Proper Instructions deliver such properties in
accordance with such instructions.
In the event that no written order designating a successor
agent or Proper Instructions shall have been delivered to State Street on or
before the date when such termination shall become effective, then State Street
shall have the right to deliver to a bank or trust company, which is a "bank"
as defined in the Investment Company Act of 1940, doing business in Boston,
Massachusetts, of its own selection, having an aggregate capital, surplus, and
undivided profits, as shown by its last published report, of not less than
$2,000,000 all properties held by State Street under this Agreement.
Thereafter, such bank or trust company shall be the successor of State Street
under this Agreement.
Section 4. Warranties.
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If the Fund on behalf of the Portfolio promptly notifies State
Street that any of its accounting services are erroneous in any material
respect, State Street shall endeavor as quickly as practicable to correct such
error. Organizations from which State Street may obtain certain data included
in the accounting services are solely responsible for the contents of such data
and the Fund agrees to make no claim against State Street arising out of the
contents of such third-party data including, but not limited to, the accuracy
thereof. State Street makes no warranties with respect to the calculations and
data processing it provides the Fund and/or any third party agent of the Fund
insofar as such calculations and data processing relate to the qualification of
the Fund and/or the Portfolio as a regulated investment company under state or
federal securities and tax laws, or any requirements or obligations thereunder.
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Section 5. Limitation of Liability.
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State Street shall use reasonable care in the performance of
its obligations hereunder and shall not be liable to the Fund or any
third-party for any loss or damage claimed to have resulted from the use of the
accounting services except for the direct loss or damage resulting from the
negligence State Street. STATE STREET SHALL NOT BE LIABLE FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER
(INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO THE FUND'S
USE OF THE ACCOUNTING SERVICES OR THE PERFORMANCE OF OR FAILURE TO PERFORM
STATE STREET'S OBLIGATIONS UNDER THIS AGREEMENT. This disclaimer applies
without limitation to claims regardless of the form of action, whether in
contract, tort (including negligence), strict liability, or otherwise and
regardless of whether such damages are foreseeable. Further, in no event shall
State street be liable for any claims that arise more than one (1) year prior
to the institution of suit therefor or any claim arising from causes beyond
State Street's control.
Section 6. Force Majeure.
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State Street shall have no liability for cessation of services
hereunder or any damages resulting therefrom to the Fund as a result of work
stoppage, power or other mechanical failure, natural disaster, governmental
action, communication disruption or other impossibility of performance.
Section 7. Exclusive Remedy.
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In consideration of the fees charged hereunder, the Fund's
exclusive remedy regardless of the basis of the claim asserted by it against
State Street shall not exceed six (6) times the average monthly fees billed to
the Fund hereunder and computed by averaging the monthly billing for each of
the twelve (12) months preceding the month in which the damage or injury is
alleged to have occurred, but if this Agreement has not been in effect for
twelve months preceding such date, then by averaging the monthly xxxxxxxx for
each of the preceding months that this Agreement has been in effect.
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Section 8. Indemnification.
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The Fund agrees to indemnify and hold State Street free and
harmless from any expense, loss, damage or claim, including reasonable
attorney's fees, suffered by State Street and caused by or resulting from the
acts or omissions of the fund or any third party approved by the Fund and whose
services State Street must rely upon in performing accounting services
hereunder.
Section 9. General.
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9.1 Term of Agreement. This Agreement is effective the date hereof
and shall remain in full force and effect until terminated as
hereinafter provided. Either party may, in its discretion,
terminate this Agreement for any reason by giving the other
party at least thirty (930) days prior written notice of
termination. In addition, either party may terminate this
Agreement for failure of the other party to comply with any of
its terms and conditions by giving the other party written
notice of termination.
9.2 Fees. The Fund agrees to pay State Street such reasonable
compensation for its services and expenses as is agreed upon
from time to time. Payments for services shall be due 30 days
net. The Fund shall reimburse State Street for all costs and
expenses, including reasonable attorney's fees, incurred by
State Street to collect any charges due under this Agreement.
9.3 Notices. All notices shall be in writing and deemed given
when delivered in person, by facsimile, by overnight delivery
through a commercial courier service, or by registered or
certified mail, return receipt requested. Notices shall be
addressed to each party at its address set forth below, or
such other address as the recipient may have specified by
earlier notice to the sender.
If to State Street:
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
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If to the Fund:
AIM International Funds, Inc.
00 Xxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: President
Telephone: (000) 000-0000
Telefax: (000) 000-0000
9.4 Assignment; Successors. This Agreement shall not be assigned
by either party without the prior written consent of the other
party, except that either party may assign to a successor of
all or a substantial portion of its business, or to a party
controlling, controlled by, or under common control with such
party.
9.5 Entire Agreement. This Agreement (including all schedules and
attachments hereto) constitutes the entire Agreement between
the parties with respect to its subject matter; all prior
Agreements, representations, statements, negotiations and
undertakings with respect to such subject matter are
terminated and superseded hereby.
9.6 Amendments. No amendment to this Agreement shall be effective
unless it is in writing and signed by a duly authorized
representative of each party. The term "Agreement", as used
herein, includes all schedules and attachments hereto and any
future written amendments, modifications, or supplements made
in accordance herewith.
9.7 Headings Not Controlling. Headings used in this Agreement are
for reference purposes only and shall not be deemed a part of
this Agreement.
9.8 Survival. After expiration or termination of this Agreement,
all provisions relating to payment shall survive until
completion of required payments. In addition to those
provisions which specifically provide for survival beyond
expiration or termination, all provisions regarding
indemnification, warranty, liability and limits thereon shall
survive, unless and until the expiration of any time period
specified elsewhere in this Agreement with respect to the
provision in question.
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9.9 Severability. In the event any provision of this Agreement is
held illegal, void or unenforceable, the balance shall remain
in effect.
9.10 Governing Law, Jurisdiction. This Agreement shall be deemed
to have been made in the Commonwealth of Massachusetts and
shall be governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts. The parties agree that
any dispute arising herefrom shall be subject to the exclusive
jurisdiction of courts sitting in the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the fifth day of November, 1991.
STATE STREET BANK AND TRUST COMPANY
By: /s/ ILLEGIBLE
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Title: Sr. Vice President
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AIM INTERNATIONAL FUNDS, INC.
By: /s/ XXXXXXX X. XXXXX
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Title: President
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SCHEDULE A
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Data How Supplied and When
Items By Whom Supplied
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1. Shareholder Transfer agent - Trade date
fund share The Shareholders plus one
activity Services Group
via fax
2. Portfolio AIM Advisors, Inc. Trade Date
transactions via fax plus one *
3. Expense AIM Advisors, Inc. Accruals will
Accrual be adjusted
Information as needed
4. Pricing AIM Advisors, Inc. Daily as needed
Information
when not
available from
regular pricing
service
* If securities are purchased to settle same day as trade date,
notification will be made to State Street on trade date.
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