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EXHIBIT h(1)(c)
AMENDED AND RESTATED OPERATING SERVICES AGREEMENT
AGREEMENT made as of August 4, 1997, as amended and restated as of July
1, 1999, by and between AIM Advisor Funds, Inc., a Maryland corporation, (the
"Fund"), and A I M Advisors, Inc., a Delaware corporation (hereinafter referred
to as "AIM").
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), as a diversified, open-end
management investment company. The Fund has classified its shares into classes
representing interests in four separate portfolios of investments: AIM Advisor
Large Cap Value Fund, AIM Advisor Flex Fund, AIM Advisor Real Estate Fund and
AIM Advisor International Value Fund (each, a "Portfolio" and collectively the
"Portfolios"); and
WHEREAS, AIM is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of acting as
investment adviser and providing certain other administrative services to
certain investment companies, including the Fund; and
WHEREAS, the Fund desires to retain AIM and other persons to render
certain operational services which are necessary for the day-to-day operations
of the Portfolios (the "Services") in the manner and on the terms and conditions
hereinafter set forth; and
WHEREAS, AIM desires to be retained to perform certain of such Services
and to assist the Fund in retaining other persons to perform the remainder of
such Services, on said terms and conditions.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, and intending to be legally bound, the Fund and AIM agree as follows:
1. The Fund hereby retains AIM to provide to the Portfolios:
a. such internal accounting services and functions as are reasonably
necessary for the operations of the Portfolios;
b. such internal legal services and functions as are reasonably
necessary for the operations of the Portfolios;
c. such services in preparing periodic reports to shareholders,
including annual and semiannual reports, and prospectuses and
statements of additional information to existing shareholders, as
are reasonably necessary for the operations of the Portfolios; and
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d. such services as are necessary to organize a new Portfolio or class
thereof, including:
i. the initial registration and qualification of new Portfolios
or classes under the Act and under the Securities Act of 1933,
as amended,
ii. the initial determination of the tax status of new Portfolios
or classes and any rulings obtained for this purpose, and
iii. the initial registration and qualification of securities of
new Portfolios or classes under the laws of any state and the
approval of the operations of new Portfolios or classes by any
other federal or state authority.
2. The Fund hereby retains AIM to assist the Fund in retaining other
persons, including affiliates of AIM, to provide to the Portfolios:
a. such services of independent public accountants as are reasonably
necessary for the operation of the Portfolios;
b. such legal services of any outside legal counsel to perform
non-litigation-related legal services for the Fund or the Directors
of the Fund, as are reasonably necessary for the operation of the
Portfolios;
c. such dividend disbursing agent, dividend reinvestment agent,
transfer agent, and registrar services and functions (including
answering inquiries related to shareholder Fund accounts and sending
dividend notices to shareholders) as are reasonably necessary for
the operation of the Portfolios;
d. such custodian and depository services and functions as are
reasonably necessary for the operation of the Portfolios;
e. such independent pricing services as are reasonably necessary for
the operation of the Portfolios;
f. such sub-accounting and recordkeeping services and functions
(other than those books and records required to be maintained by
AIM under the Investment Advisory Agreement between the Fund and
AIM dated August 4, 1997 (the "Investment Advisory Agreement")),
including maintenance of shareholder records and shareholder
information concerning the status of their Fund accounts by
investment advisers, broker-dealers, financial institutions, and
other organizations, as are reasonably necessary for the operation
of the Portfolios; and
g. such other administrative services and functions (other than those
administrative responsibilities specifically assumed by AIM under
the Investment Advisory Agreement), including
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i. maintaining the registration and qualification of the
Fund and the shares of its Portfolios under laws
administered by the Securities and Exchange Commission,
the various states, or under other applicable regulatory
requirements,
ii. printing and distributing prospectuses, statements of
additional information, annual and semiannual reports to
shareholders, notices of shareholders' meetings, proxy
statements, and other communications to the Fund's
shareholders,
iii. holding shareholders' meetings and Directors' meetings,
iv. obtaining insurance and obtaining the fidelity bond
maintained by the Fund pursuant to Section 17(g) of the
Investment Company Act and rules promulgated thereunder,
v. designing, printing, and issuing certificates
representing shares of the Portfolios, and
vi. obtaining memberships in applicable industry
organizations,
all as are reasonably necessary for the operation of the Portfolios.
3. All books and records prepared and maintained by AIM for the Fund
under or in accordance with this Agreement shall be the property of the Fund
and, upon request therefor, AIM shall surrender to the Fund such of the books
and records so requested.
4. AIM shall provide accounting services described in paragraph 1
pursuant to a Master Administrative Services Agreement between AIM and the Fund.
Such agreement shall provide that AIM may receive such reasonable compensation
or may be reimbursed for its costs in providing the Services as is specified in
such Agreement. AIM may perform any of the other Services described in paragraph
1, and any person may perform any of the Services described in paragraph 2,
pursuant to separate written agreements with the Fund, which agreements shall
specify the payments to be made by the Fund for the Services provided.
5. AIM shall, at its own expense (but subject to the provisions of
paragraph 4), maintain such staff and employ or retain such personnel and
consult with such other persons as it shall from time to time determine to be
necessary or useful to the performance of its obligations under this Agreement.
Without limiting the generality of the foregoing, such staff and personnel shall
be deemed to include officers of AIM and persons employed or otherwise retained
by AIM to provide or assist in providing Services to the Portfolios.
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6. AIM shall, at its own expense (but subject to the provisions of
paragraph 4), provide such office space, facilities and equipment (including,
but not limited to, computer equipment, telephone and other communication lines
and supplies) and such clerical help and personnel and other services as shall
be necessary to perform its obligations under this Agreement.
7. The Fund will, from time to time, furnish or otherwise make
available to AIM such information relating to the business and affairs of the
Portfolios as AIM may reasonably require in order to discharge its duties and
obligations hereunder.
8. The Fund shall pay directly to each person (including AIM) who
provides Services to the Fund the amount of any fees accrued and expenses
incurred by such person agreed upon by such person and the Fund. Notwithstanding
the foregoing sentence and the provisions of paragraph 4,
a. AIM shall not receive any payment under or pursuant to this
Agreement for any Services that it provides under the Investment
Advisory Agreement, and
b. AIM shall reduce its fees or reimburse expenses for any
Portfolio to the extent necessary to ensure that the aggregate
fees and expense reimbursements paid to all persons who provide
Services to such Portfolio do not exceed, on an annual basis, for
such Portfolio, 0.45% of the average daily net assets of the
Portfolio. In determining the aggregate fees and expenses of a
Portfolio as a percentage of its average daily net assets, the
Fund shall use the valuation methods for such Portfolio described
in the Portfolio's Prospectus and/or Statement of Additional
Information. During any period when the determination of a
Portfolio's net asset value is suspended by the directors of the
Fund, the net asset value of a share of that Portfolio as of the
last business day prior to suc suspension shall, for the purpose
of this paragraph 8, be deemed to be the net asset value at the
close of each succeeding business day until it is again determined.
9. AIM will permit representatives of the Fund including the Fund's
independent auditors to have reasonable access to the personnel and records of
AIM in order to enable such representatives to monitor the quality of services
being provided by AIM to the Fund pursuant to this Agreement. In addition, AIM
shall promptly deliver to the board of directors of the Fund such information as
may reasonably be requested from time to time to permit the board of directors
to make an informed determination regarding continuation of this Agreement.
10. This Agreement shall continue in effect until June 30, 2000, and
from year to year thereafter provided such continuance is approved at least
annually by the vote of a majority of the directors of the Fund who are not
parties to this Agreement or "interested persons" (as defined in the Investment
Company Act) of any such party, which vote must be cast in person at a meeting
called for the purpose of voting on such approval; and further provided,
however, that
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a. the Fund may, at any time and without the payment of any penalty,
terminate this Agreement upon thirty (30) days' written notice to
AIM;
b. this Agreement shall immediately terminate in the event of its
assignment (within the meaning of the Investment Company Act and the
Rules thereunder) unless the board of directors of the Fund approves
such assignment; and
c. AIM may terminate this Agreement without payment of penalty on
sixty (60) days' written notice to the Fund.
Any notice under this Agreement shall be given in writing, addressed
and delivered, or mailed post-paid, to the other party at the principal office
of such party.
11. This Agreement shall be construed in accordance with the laws of
the State of Texas and the applicable provisions of the Investment Company Act.
To the extent the applicable law of the State of Texas or any of the provisions
herein conflict with the applicable provisions of the Investment Company Act,
the latter shall control.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written.
AIM ADVISOR FUNDS, INC.
Attest: /s/ XXXXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
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Assistant Secretary President
A I M ADVISORS, INC.
Attest: /s/ XXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
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Assistant Secretary President
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