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EXHIBIT h(10)
MASTER ADMINISTRATIVE SERVICES AGREEMENT
This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is
made this 21st day of June, 2000 by and between A I M ADVISORS, INC., a
Delaware corporation (the "Administrator") and AIM INTERNATIONAL FUNDS, INC., a
Maryland corporation (the "Company") 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, the Company is an open-end investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Company, 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 Directors and upon a
finding by the Board of Directors that the provision of such services is in the
best interest of the Portfolios and their shareholders; and
WHEREAS, the Board of Directors 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
Company (including related office space, facilities and equipment)
whose normal duties consist of maintaining the financial accounts
and books and records of the Company 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; and
(c) such other administrative services as may be furnished
from time to time by the Administrator to the Company or the
Portfolios at the request of the Company's Board of Directors.
2. The services provided hereunder shall at all times be
subject to the direction and supervision of the Company's Board of Directors.
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3. As full compensation for the services performed and the
facilities furnished by or at the direction of the Administrator, the
Portfolios shall reimburse the Administrator for expenses incurred by them or
their affiliates in accordance with the methodologies established from time to
time by the Company's Board of Directors. Such amounts shall be paid to the
Administrator on a quarterly basis.
4. The Administrator shall not be liable for any error of judgment
or for any loss suffered by the Company 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 Company 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 Company 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 with respect to a Portfolio for
an initial period of two years from the Effective Date for such Portfolio 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 Company's Board of Directors 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 directors
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
Company directors), 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).
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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 Company
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 Company individually but are binding only upon the assets
and property of the Company 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.
10. 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 Company at Eleven Xxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000, Attention: President, with a copy to the General Counsel.
11. 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.
12. 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: /s/ P. XXXXXXXX XXXXX By: /s/ XXXXXX X. XXXXXX
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Assistant Secretary President
(SEAL)
AIM INTERNATIONAL FUNDS, INC.
Attest: /s/ P. XXXXXXXX XXXXX By: /s/ XXXXXX X. XXXXXX
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Assistant Secretary President
(SEAL)
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APPENDIX A
TO
MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM INTERNATIONAL FUNDS, INC.
PORTFOLIOS EFFECTIVE DATE OF AGREEMENT
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AIM Asian Growth Fund June 21, 2000
AIM European Development Fund June 21, 2000
AIM Global Aggressive Growth Fund June 21, 2000
AIM Global Growth Fund June 21, 2000
AIM Global Income Fund June 21, 2000
AIM International Equity Fund June 21, 2000
Dated: June 21, 2000
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