1
EXHIBIT 5(c)
AIM GROWTH SERIES
SUB-ADMINISTRATION CONTRACT
BETWEEN
A I M ADVISORS, INC.
AND
INVESCO (NY), INC.
Contract made as of May 29, 1998, between A I M Advisors, Inc., a
Delaware corporation ("Administrator"), and INVESCO (NY), Inc., a California
corporation ("Sub-Administrator").
WHEREAS Administrator has entered into an Administration Contract with
AIM Growth Series (the "Company"), an open-end management investment company
registered under the Investment Company Act of 1940, as amended ("1940 Act"),
with respect to AIM Small Cap Equity Fund and AIM America Value Fund, each being
a series of the Company's shares of beneficial interest (collectively, the
"Funds" and singly, a "Fund"); and
WHEREAS Administrator desires to retain Sub-Administrator as
sub-administrator to furnish certain administrative services to the Funds, and
Sub-Administrator is willing to furnish such services;
NOW THEREFORE, in consideration of the premises and the mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. Administrator hereby appoints Sub-Administrator as
sub-administrator of each Fund for the period and on the terms set forth in this
Contract. Sub-Administrator accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
2. Duties as Sub-Administrator. Sub-Administrator will administer the affairs
of each Fund subject to the supervision of the Company's Board of Trustees
("Board"), the Administrator and the following understandings:
(a) Sub-Administrator will supervise all aspects of the operations of
each Fund, including the oversight of transfer agency and custodial services
except as hereinafter set forth; provided, however, that nothing herein
contained shall be deemed to relieve or deprive the Board of its responsibility
for control of the conduct of the affairs of the Funds.
(b) At Sub-Administrator's expense, Sub-Administrator will provide the
Company and the Funds with such corporate, administrative and clerical personnel
(including officers of the Company) and services as are reasonably deemed
necessary or advisable by the Board.
2
(c) Sub-Administrator will arrange, but not pay, for the periodic
preparation, updating, filing and dissemination (as applicable) of each Fund's
prospectus, statement of additional information, proxy material, tax returns and
required reports with or to the Fund's shareholders, the Securities and Exchange
Commission and other appropriate federal or state regulatory authorities.
(d) Sub-Administrator will provide the Company and the Funds with, or
obtain for them, adequate office space and all necessary office equipment and
services, including telephone service, heat, utilities, stationery supplies and
similar items.
3. Further Duties. In all matters relating to the performance of this Contract,
Sub-Administrator will act in conformity with the Agreement and Declaration of
Trust, By-Laws and Registration Statement of the Company and with the
instructions and directions of the Board and will comply with the requirements
of the 1940 Act, the rules thereunder, and all other applicable federal and
state laws and regulations.
4. Services Not Exclusive. The services furnished by Sub-Administrator
hereunder are not to be deemed exclusive and Sub-Administrator shall be free to
furnish similar services to others so long as its services under this Contract
are not impaired thereby. Nothing in this Contract shall limit or restrict the
right of any director, officer or employee of Sub-Administrator, who may also be
a Trustee, officer or employee of the Company, to engage in any other business
or to devote his or her time and attention in part to the management or other
aspects of any other business, whether of a similar nature or a dissimilar
nature.
5. Expenses.
(a) During the term of this Contract, each Fund will bear all expenses,
not specifically assumed by Administrator and Sub-Administrator, incurred in its
operations and the offering of its shares.
(b) Expenses borne by each Fund will include but not be limited to the
following: (i) all direct charges relating to the purchase and sale of portfolio
securities, including the cost (including brokerage commissions, if any) of
securities purchased or sold by the Fund and any losses incurred in connection
therewith; (ii) fees payable to and expenses incurred on behalf of the Fund by
Sub-Administrator under this Contract; (iii) investment consulting fees and
related costs; (iv) expenses of organizing the Company and the Fund; (v)
expenses of preparing and filing reports and other documents with governmental
and regulatory agencies; (vi) filing fees and expenses relating to the
registration and qualification of the Fund's shares and the Company under
federal and/or state securities laws and maintaining such registrations and
qualifications; (vii) costs incurred in connection with the issuance, sale or
repurchase of the Fund's shares of beneficial interest; (viii) fees and salaries
payable to the Company's Trustees who are not parties to this Contract or
interested persons of any such party ("Independent Trustees"); (ix) all expenses
incurred in connection with the Independent Trustees' services, including
3
travel expenses; (x) taxes (including any income or franchise taxes) and
governmental fees; (xi) costs of any liability, uncollectible items of deposit
and other insurance and fidelity bonds; (xii) any costs, expenses or losses
arising out of a liability of or claim for damages or other relief asserted
against the Company or the Fund for violation of any law; (xiii) interest
charges; (xiv) legal, accounting and auditing expenses, including legal fees of
special counsel for the Independent Trustees; (xv) charges of custodians,
transfer agents, pricing agents and other agents; (xvi) expenses of disbursing
dividends and distributions; (xvii) costs of preparing share certificates;
(xviii) expenses of setting in type, printing and mailing prospectuses and
supplements thereto, statements of additional information and supplements
thereto, reports, notices and proxy materials for existing shareholders; (xix)
any extraordinary expenses (including fees and disbursements of counsel, costs
of actions, suits or proceedings to which the Company is a party and the
expenses the Company may incur as a result of its legal obligation to provide
indemnification to its officers, Trustees, employees and agents) incurred by the
Company or the Fund; (xx) fees, voluntary assessments and other expenses
incurred in connection with membership in investment company organizations;
(xxi) costs of mailing and tabulating proxies and costs of meetings of
shareholders, the Board and any committees thereof; (xxii) the cost of
investment company literature and other publications provided by the Company to
its Trustees and officers; and (xxiii) costs of mailing, stationery and
communications equipment.
(c) Sub-Administrator will assume the cost of any compensation for
services provided to the Company received by the officers of the Company and by
the Trustees of the Company who are not Independent Trustees.
(d) The payment or assumption by Sub-Administrator of any expense of
the Company or any Fund that Sub-Administrator is not required by this Contract
to pay or assume shall not obligate Sub-Administrator to pay or assume the same
or any similar expense of the Company or any Fund on any subsequent occasion.
6. Compensation.
(a) The Sub-Administrator will not be paid any special compensation for
the services provided to a Fund under this Contract.
(b) For the services provided under this Contract to each Fund as
hereafter may be established, Administrator will pay to Sub-Administrator a fee
in an amount to be agreed upon in a written Appendix to this Contract executed
by Administrator and by Sub-Administrator.
7. Limitation of Liability of Sub-Administrator and Indemnification.
Sub-Administrator shall not be liable for any costs or liabilities arising from
any error of judgment or mistake of law or any loss suffered by the Fund or the
Company in connection with the matters to which this Contract relates except a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of Sub-Administrator in the performance by Sub-Administrator
4
of its duties or from reckless disregard by Sub-Administrator of its obligations
and duties under this Contract. Any person, even though also an officer,
partner, employee, or agent of Sub-Administrator, who may be or become a
Trustee, officer, employee or agent of the Company, shall be deemed, when
rendering services to a Fund or the Company or acting with respect to any
business of a Fund or the Company to be rendering such service to or acting
solely for the Fund or the Company and not as an officer, partner, employee, or
agent or one under the control or direction of Sub-Administrator even though
paid by it.
8. Duration and Termination.
(a) This Contract shall become effective upon the date hereabove
written, provided that this Contract shall not take effect with respect to any
Fund unless it has first been approved by a vote of a majority of the Company's
Trustees.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if not
terminated, with respect to each Fund, this Contract shall continue
automatically for successive periods not to exceed twelve months each, provided
that such continuance is specifically approved at least annually by the
Company's Board.
(c) Notwithstanding the foregoing, with respect to any Fund this
Contract may be terminated at any time, without the payment of any penalty, by
vote of the Board or by a vote of a majority of the outstanding voting
securities of the Fund on sixty days' written notice to Sub-Administrator or by
Sub-Administrator at any time, without the payment of any penalty, on sixty
days' written notice to the Company. Termination of this Contract with respect
to one Fund shall not affect the continued effectiveness of this Contract with
respect to any other Fund. This Contract will automatically terminate in the
event of its assignment.
9. Amendment. No provision of this Contract may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
10. Governing Law. This Contract shall be construed in accordance with the laws
of the State of Delaware (without regard to Delaware conflict or choice of law
provisions) and the 1940 Act. To the extent that the applicable laws of the
State of Delaware conflict with the applicable provisions of the 1940 Act, the
latter shall control.
11. Miscellaneous. The captions in this Contract are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect. If any provision of this
Contract shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Contract shall not be affected thereby. This
Contract shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors. As used in this Contract, the terms
"majority of the outstanding voting securities," "interested person,"
"assignment," "broker,"
5
"dealer," "investment adviser," "national securities exchange," "net assets,"
"prospectus," "sale," "sell" and "security" shall have the same meaning as such
terms have in the 1940 Act, subject to such exemption as may be granted by the
Securities and Exchange Commission by any rule, regulation or order. Where the
effect of a requirement of the 1940 Act reflected in any provision of this
Contract is made less restrictive by a rule, regulation or order of the
Securities and Exchange Commission, whether of special or general application,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order.
6
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated as of the day and year first above
written.
Attest: /s/ XXXXXXXX X. XXXXXXXX A I M ADVISORS, INC.
--------------------------
Name: Xxxxxxxx X. Xxxxxxxx By: /s/ XXXXX X. XXXXXXX
Title: Assistant Secretary ------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
Attest: /s/ XXXXXXX X. SILVER INVESCO (NY), INC.
--------------------------
By: /s/ XXXXX X. XXX
------------------------------
Name: Xxxxx X. Xxx
Title: Chief Legal and Compliance
Officer and Secretary
