EXHIBIT k.2
ADMINISTRATIVE SERVICES AGREEMENT
This ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made this
15th day of May, 2002 by and between A I M ADVISORS, INC., a Delaware
corporation (the "Administrator") and AIM SELECT REAL ESTATE INCOME FUND, a
Delaware business trust (the "Trust").
WITNESSETH:
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 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 Trust,
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 Trust and its
shareholders; and
WHEREAS, the Board of Trustees has found that the provision of such
administrative services is in the best interest of the Trust and its
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, 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), dividend paying agent(s) for the Trust, auction agent(s) for
Trust's preferred shares, if issued, and other agents as agreed upon by
the Trust and the Administrator from time to time;
(c) supervising the Trust's relationship with any stock
exchange on which the Trust's common shares are listed; and
(d) such other administrative services as may be furnished
from time to time by the Administrator to the Trust 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 reimburse
the Administrator for expenses incurred
by them or their affiliates in accordance with the methodologies established
from time to time by the Trust's Board of Trustees. Such amounts shall be paid
to the Administrator on a monthly basis.
4. The Administrator 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 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 on the date first above
written and shall continue in effect for an initial period of two years from the
date first above written 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 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.
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: /s/ XXXXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
--------------------------- ------------------------------
Assistant Secretary President
(SEAL)
AIM SELECT REAL ESTATE INCOME FUND
Attest: /s/ XXXXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
--------------------------- ------------------------------
Assistant Secretary President
(SEAL)
