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EXHIBIT 5(c)
ADMINISTRATION CONTRACT
BETWEEN
AIM INVESTMENT FUNDS, INC.
AND
A I M ADVISORS, INC.
Contract made as of May 29, 1998, between AIM Investment Funds, Inc.,
a Maryland Corporation ("Company"), and A I M Advisors, Inc., a Delaware
corporation (the "Administrator").
WHEREAS the Company is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company,
and offers for public sale shares of AIM Global Consumer Products and Services
Fund, AIM Global Financial Services Fund, AIM Global Infrastructure Fund, AIM
Global Resources Fund and AIM Global High Income Fund, each being a series of
the Company's shares of common stock; and
WHEREAS the Company hereafter may establish additional series of its
shares of common stock that invest substantially all of their assets in another
investment company (any such additional series, together with the series named
in the paragraph immediately preceding, are collectively referred to herein as
the "Funds," and singly may be referred to as a "Fund"); and
WHEREAS the Company desires to retain Administrator as administrator
to furnish certain administration services to the Company and the Funds, and
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. The Company hereby appoints Administrator as administrator
of each Fund for the period and on the terms set forth in this Contract.
Administrator accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
2. Duties as Administrator. Administrator will administer the affairs of
each Fund subject to the supervision of the Company's Board of Directors
("Board") and the following understandings:
(a) 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.
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(b) At Administrator's expense, 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.
(c) 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) 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, Administrator will act in conformity with the Articles of
Incorporation, 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. Delegation of Administrator's Duties as Administrator. With respect to
one or more of the Funds, Administrator may enter into one or more contracts
(each a "Sub-Administration Contract") with a sub-administrator pursuant to
which Administrator delegates to such sub-administrator the performance of any
or all of the services specified in Paragraph 2 of this Contract, provided
that: (i) each Sub-Administration Contract imposes on the sub-administrator
bound thereby all the duties and conditions to which Administrator is subject
with respect to the services under Paragraphs 2 and 3 of this Contract; (ii)
each Sub-Administration Contract meets all requirements of the 1940 Act and
rules thereunder, and (iii) Administrator shall not enter into a
Sub-Administration Contract unless it is approved by the Board prior to
implementation.
5. Services Not Exclusive. The services furnished by Administrator hereunder
are not to be deemed exclusive and 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 Administrator, who may also be a Director,
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.
6. Expenses.
(a) During the term of this Contract, each Fund will bear all
expenses, not specifically assumed by Administrator, incurred in its operations
and the offering of its shares.
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(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 Administrator under this Contract; (iii) investment consulting fees
and related costs; (iv) expenses of organizing the Company and the Fund; (v)
expenses of preparing 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 common stock; (viii) fees and salaries payable to the
Company's Directors who are not parties to this Contract or interested persons
of any such party ("Independent Directors"); (ix) all expenses incurred in
connection with the Independent Directors' services, including 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 Directors; (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, Directors, 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 Directors and officers; and (xxiii)
costs of mailing, stationery and communications equipment.
(c) All general expenses of the Company and joint expenses of the
Funds shall be allocated among each Fund on a basis deemed fair and equitable
by Administrator, subject to the Board's supervision.
(d) Administrator will assume the cost of any compensation for
services provided to the Company received by the officers of the Company and by
the Directors of the Company who are not Independent Directors.
(e) The payment or assumption by Administrator of any expense of
the Company or any Fund that Administrator is not required by this
Contract to pay or
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assume shall not obligate Administrator to pay or assume the same or
any similar expense of the Company or any Fund on any subsequent
occasion.
7. Compensation.
(a) For the services provided to a Fund under this Contract, the
Company shall pay the Administrator an annual fee, payable monthly, based upon
the average daily net assets of such Fund as forth in Appendix A attached
hereto. Such compensation shall be paid solely from the assets of such Fund.
(b) For the services provided under this Contract, each Fund as
hereafter may be established will pay to Administrator a fee in an amount to be
agreed upon in a written Appendix to this Contract executed by the Company on
behalf of such Fund and by Administrator.
(c) The fee shall be computed daily and paid monthly to
Administrator on or before the last business day of the next succeeding
calendar month.
(d) If this Contract becomes effective or terminates before the
end of any month, the fee for the period from the effective date to the end of
the month or from the beginning of such month to the date of termination, as
the case may be, shall be prorated according to the proportion which such
period bears to the full month in which such effectiveness or termination
occurs.
8. Limitation of Liability of Administrator and Indemnification.
Administrator shall not be liable and each Fund shall indemnify Administrator
and its directors, officers and employees, 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 Administrator in the performance by Administrator of its duties
or from reckless disregard by Administrator of its obligations and duties under
this Contract. Any person, even though also an officer, partner, employee, or
agent of Administrator, who may be or become an officer, Director, 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 Administrator even though paid by it.
9. 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
Directors.
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(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 Administrator or by
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.
10. Amendment of this Contract. 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.
11. 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.
12. Miscellaneous. The captions in this Contract are included for
convenience of reference only and in no way define or limit 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," "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.
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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/ XXXXXXX X. SILVER AIM INVESTMENT FUNDS, INC.
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Xxxxxxx X. Silver
Assistant Secretary By: /s/ XXXXX X. XXX
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Name: Xxxxx X. Xxx
Title: Vice President and Secretary
Attest: /s/ XXXXXXXX X. XXXXXXXX A I M ADVISORS, INC.
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Name: Xxxxxxxx X. Xxxxxxxx By: /s/ XXXXX X. XXXXXXX
Title: Assistant Secretary -------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
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APPENDIX A
TO
ADMINISTRATION CONTRACT
OF
AIM INVESTMENT FUNDS, INC.
The Company shall pay the Administrator, out of the assets of a Fund,
as full compensation for all services rendered and all facilities furnished
hereunder, an administration fee for such Fund set forth below. Such fee shall
be calculated by applying the following annual rates to the average daily net
assets of such Fund for the calendar year computed in the manner used for the
determination of the net asset value of shares of such Fund.
FUND ANNUAL RATE
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AIM Global Consumer Products and Services Fund 0.25%
AIM Global Financial Services Fund 0.25%
AIM Global Infrastructure Fund 0.25%
AIM Global Resources Fund 0.25%
AIM Global High Income Fund 0.25%
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