1
Exhibit (2)(k)(2)
MASTER ACCOUNTING SERVICES AGREEMENT
This MASTER ACCOUNTING SERVICES AGREEMENT (the "Agreement") is made
this 31st day of March, 2000, by and between A I M ADVISORS, INC., a Delaware
corporation ("AIM") and AIM Floating Rate Fund, a Delaware business trust (the
"Trust") with respect to the Trust.
W I T N E S S E T H:
WHEREAS, the Trust is a closed-end investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust desires to retain AIM to provide the accounting
services to the Trust as described herein;
NOW, THEREFORE, the parties hereby agree as follows:
1. AIM hereby agrees to provide, or arrange for the provision of 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, including 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.
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 AIM, the Trust shall pay AIM such fees as
are determined in accordance with the methodologies established from time to
time by the Trust's Board of Trustees. Such amounts shall be paid to AIM on a
quarterly basis.
4. AIM shall not be liable for any error of judgment or for any loss
suffered by the Trust in connection with any matter to which this Agreement
relates, except a loss resulting from AIM'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 AIM 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
trustee, officer or employee of AIM 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 AIM to
engage in any other business or to render services of any kind to any other
corporation, firm, individual or association.
2
7. This Agreement shall continue in effect until June 30, 2001 and
shall continue in effect from year to year thereafter; provided that such
continuance 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 the Trust (as
defined in Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the Trust's
Trustees who are not parties to this Agreement or interested persons of
a party to this Agreement, 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 0000 Xxx) or in the event of
termination of the Investment Management and Administration Contract between the
Trust and AIM.
8. This Agreement may be amended or modified, but only by a written
instrument signed by both the Trust and AIM.
9. 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 AIM 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.
10. Notice is hereby given that this Agreement is being executed by the
Trust by a duly authorized officer thereof acting as such and not individually.
The obligations of this Agreement are not binding upon any of the Trustees,
officers, shareholders or the investment advisor of the Trust individually but
are binding only upon the assets and property belonging to the Trust, on its own
behalf, for the benefit of which the Trustees or officers have caused this
Agreement to be executed.
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 of the State of Texas.
2
3
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 President
(SEAL)
AIM FLOATING RATE FUND
Attest: By:
------------------------- --------------------------------
Assistant Secretary President
(SEAL)
3
