Exhibit (h)(2)(b)
MASTER ADMINISTRATIVE SERVICES AGREEMENT
This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made
this 25th day of November, 2003 by and between A I M ADVISORS, INC., a Delaware
corporation (the "Administrator") and the registered investment companies
specified in Appendix A (each individually referred to as "Trust"), each a
Delaware statutory trust, with respect to the separate series set forth in
Appendix A to this Agreement, as the same may be amended from time to time (the
"Portfolios").
W I T N E S S E T H:
WHEREAS, each Trust is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust, on behalf of the Portfolios, has retained the
Administrator to perform (or arrange for the performance of) accounting,
shareholder servicing and other administrative services as well as investment
advisory services to the Portfolios, and that the Administrator may receive
reasonable compensation or may be reimbursed for its costs in providing such
additional services, upon the request of the Board of Trustees and upon a
finding by the Board of Trustees that the provision of such services is in the
best interest of the Portfolios and their shareholders; and
WHEREAS, the Board of Trustees has found that the provision of such
administrative services is in the best interest of the Portfolios and their
shareholders, and has requested that the Administrator perform such services;
NOW, THEREFORE, the parties hereby agree as follows:
1. The Administrator hereby agrees to provide, or arrange for the
provision of, any or all of the following services by the Administrator or its
affiliates:
(a) the services of a principal financial officer of the Trust (including
related office space, facilities and equipment) whose normal duties
consist of maintaining the financial accounts and books and records of the
Trust and the Portfolios, including the review of daily net asset value
calculations and the preparation of tax returns; and the services
(including related office space, facilities and equipment) of any of the
personnel operating under the direction of such principal financial
officer;
(b) supervising the operations of the custodian(s), transfer agent(s) or
dividend agent(s) for the Portfolios; or otherwise providing services to
shareholders of the Portfolios; and
(c) such other administrative services as may be furnished from time to
time by the Administrator to the Trust or the Portfolios at the request of
the Trust's Board of Trustees.
2. The services provided hereunder shall at all times be subject to the
direction and supervision of the Trust's Board of Trustees.
3. As full compensation for the services performed and the facilities
furnished by or at the direction of the Administrator, the Trust shall pay the
Administrator in accordance with the Fee Schedule as set forth in Appendix B
attached hereto.
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4. The Administrator shall not be liable for any error of judgment or
for any loss suffered by the Trust or the Portfolios in connection with any
matter to which this Agreement relates, except a loss resulting from the
Administrator's willful misfeasance, bad faith or gross negligence in the
performance of its duties or from reckless disregard of its obligations and
duties under this Agreement.
5. The Trust and the Administrator each hereby represent and warrant,
but only as to themselves, that each has all requisite authority to enter into,
execute, deliver and perform its obligations under this Agreement and that this
Agreement is legal, valid and binding, and enforceable in accordance with its
terms.
6. Nothing in this Agreement shall limit or restrict the rights of any
director, officer or employee of the Administrator who may also be a trustee,
officer or employee of the Trust to engage in any other business or to devote
his time and attention in part to the management or other aspects of any
business, whether of a similar or a dissimilar nature, nor limit or restrict the
right of the Administrator to engage in any other business or to render services
of any kind to any other corporation, firm, individual or association.
7. This Agreement shall become effective with respect to a Portfolio on
the Effective Date for such Portfolio, as set forth in Appendix A attached
hereto. This Agreement shall continue in effect until June 30, 2004, and may be
continued from year to year thereafter, provided that the continuation of the
Agreement is specifically approved at least annually:
(a) (i) by the Trust's Board of Trustees or (ii) by the vote of "a
majority of the outstanding voting securities" of such Portfolio (as
defined in Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the trustees who are not
parties to this Agreement or "interested persons" (as defined in the 0000
Xxx) of a party to this Agreement (other than as trustees of the Trust),
by votes cast in person at a meeting specifically called for such purpose.
This Agreement shall terminate automatically in the event of its
assignment (as defined in Section 2(a) (4) of the 1940 Act).
8. This Agreement may be amended or modified with respect to one or more
Portfolios, but only by a written instrument signed by both the Trust and the
Administrator.
9. Notice is hereby given that, as provided by applicable law, the
obligations of or arising out of this Agreement are not binding upon any of the
shareholders of the Trust individually but are binding only upon the assets and
property of the Trust and that the shareholders shall be entitled, to the
fullest extent permitted by applicable law, to the same limitation on personal
liability as stockholders of private corporations for profit.
11. Any notice or other communication required to be given pursuant to
this Agreement shall be deemed duly given if delivered or mailed by registered
mail, postage prepaid, (a) to the Administrator at Eleven Xxxxxxxx Xxxxx, Xxxxx
000, Xxxxxxx, Xxxxx 00000, Attention: President, with a copy to the General
Counsel, or (b) to the Trust at Eleven Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx
00000, Attention: President, with a copy to the General Counsel.
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12. This Agreement contains the entire agreement between the parties
hereto and supersedes all prior agreements, understandings and arrangements with
respect to the subject matter hereof.
13. This Agreement shall be governed by and construed in accordance with
the laws (without reference to conflicts of law provisions) of the State of
Texas.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
A I M ADVISORS, INC.
Attest: By:
------------------------------ ----------------------------------
Assistant Secretary Xxxx X. Xxxxxxxxxx, President
(SEAL)
TRUST (LISTED ON APPENDIX A)
Attest: By:
------------------------------ ----------------------------------
Assistant Secretary Xxxxxx X. Xxxxxx, President
(SEAL)
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APPENDIX A
MASTER ADMINISTRATIVE SERVICES AGREEMENT
EFFECTIVE DATE
TRUST PORTFOLIOS OF AGREEMENT
----- ---------- ----------------
AIM Combination Stock & Bond Funds November 25, 2003
INVESCO Core Equity Fund
INVESCO Total Return Fund
AIM Counselor Series Trust November 25, 2003
INVESCO Advantage Health Sciences Fund
INVESCO Multi-Sector Fund
AIM Sector Funds November 25, 2003
INVESCO Financial Services Fund
INVESCO Gold & Precious Metals Fund
INVESCO Health Sciences Fund
INVESCO Leisure Fund
INVESCO Technology Fund
INVESCO Telecommunications Fund
INVESCO Utilities Fund
AIM Stock Funds November 25, 2003
INVESCO Dynamics Fund
INVESCO Mid-Cap Growth Fund
INVESCO Small Company Growth Fund
INVESCO S&P 500 Index Fund
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EFFECTIVE DATE
TRUST PORTFOLIOS OF AGREEMENT
----- ---------- ----------------
AIM Treasurer's Series Trust November 25, 2003
INVESCO Treasurer's Money Market Reserve Fund
INVESCO Treasurer's Tax-Exempt Reserve Fund
INVESCO U.S. Government Money Fund
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APPENDIX B
FEE SCHEDULE TO
MASTER ADMINISTRATIVE SERVICES AGREEMENT
AIM COMBINATION STOCK & BOND FUNDS
AIM COUNSELOR SERIES TRUST
AIM SECTOR FUNDS
AIM STOCK FUNDS
AIM TREASURER'S SERIES TRUST
With the exception of INVESCO Treasurer's Money Market Reserve Fund and INVESCO
Treasurer's Tax-Exempt Reserve Fund, Portfolios of AIM Treasurer's Series Trust,
for the services rendered, facilities furnished, and expenses assumed by
Administrator under this Agreement, each Trust shall pay to Administrator a
$10,000 per year per Portfolio base fee, plus an additional fee, computed on a
daily basis and paid on a monthly basis. For purposes of each daily calculation
of this additional fee, the most recently determined net asset value of each
Portfolio, as determined by a valuation made in accordance with each Trust's
procedure for calculating each Portfolio's net asset value as described in each
of the Portfolios respective Prospectus and/or Statement of Additional
Information, shall be used. The additional fee to Administrator under this
Agreement shall be computed at the annual rate of 0.045% of each Portfolio's
daily net assets as so determined. During any period when the determination of a
Portfolio's net asset value is suspended by the Trustees, the net asset value of
that Portfolio as of the last business day prior to such suspension shall, for
the purpose of this Paragraph, be deemed to be the net asset value at the close
of each succeeding business day until the applicable Portfolio's daily net
assets are again determined.
Notwithstanding the foregoing paragraphs, Administrator, pursuant to the terms
of an investment advisory agreement with AIM Treasurer's Series Trust dated
November 5, 2003, will not charge INVESCO Treasurer's Money Market Reserve Fund
and INVESCO Treasurer's Tax-Exempt Reserve Fund, Portfolios of AIM Treasurer's
Series Trust, any fees under this Administrative Services Agreement. However,
this commitment may be changed following consultation with the Trustees.
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