SECOND AMENDED AND RESTATED
MASTER ADMINISTRATIVE SERVICES AGREEMENT
This SECOND AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
(the "Agreement") is made this 1st day of July, 2004 by and between A I M
ADVISORS, INC., a Delaware corporation (the "Administrator") and AIM VARIABLE
INSURANCE FUNDS, a Delaware business trust (the "Trust") 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 Trust is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Trust, 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 Trustees and upon a
finding by the Board of Trustees that the provision of such services is in the
best interest of the Portfolios and their shareholders; and
WHEREAS, the Board of Trustees 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 Trust (including
related office space, facilities and equipment) whose normal duties
consist of maintaining the financial accounts and books and records of the
Trust 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; or otherwise providing services to
shareholders of the Portfolios; and
(c) such other administrative services as may be furnished from time to
time by the Administrator to the Trust or the Portfolios at the request of
the Trust's Board of Trustees.
2. The Administrator will provide, or at its expense will assure that
the Insurance Company or Qualified Plan (that has entered into a Participation
Agreement with the Trust) will provide the following administrative services:
(a) Establish procedures to ensure compliance with the conditions of the
Trust's Mixed and Shared Funding Order.
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(b) Provide assistance (clerical, administrative and other) in the
negotiation of participation agreements between the Trust, on behalf of
the various Portfolios and Insurance Companies or Qualified Plans.
(c) Prepare the various forms of prospectus, financial reports and proxy
statements as the Trust has agreed to provide in the participation
agreements to which it is a party.
(d) Maintain master accounts with the Portfolio and such accounts will be
in the name of the Insurance Company or the Qualified Plan (or their
nominees) as the record owners of shares on behalf of the Accounts.
(e) Determine the net amount to be transmitted to the Account maintained
by the Insurance Company or Qualified Plan as a result of redemptions of
Portfolio shares based on Contractowners' redemption requests. Disburse or
credit to the Accounts all proceeds of redemptions of shares of the
Portfolio. Notify the Portfolio of the cash required to meet payments.
(f) Determine the net amount to be transmitted to the Portfolio as a
result of purchases of Portfolio shares based on Contractowners' purchase
payments and transfers allocated to the Accounts investing in the
Portfolio. Transmit net purchase payment receipts to the Portfolio's
custodian.
(g) Distribute (or arrange for the distribution) to Contractowners copies
of the Portfolio's prospectus, proxy materials, periodic fund reports to
Contractowners and other materials that the Portfolio is required by law
or otherwise to provide to its shareholders.
(h) Maintain and preserve all records as required by law to be maintained
and preserved in connection with providing administrative services
including, but not limited to recording the issuance of Portfolio shares,
recording transfers and redemptions, and reconciling and balancing the
Accounts.
(i) Provide Contractowner services including, but not limited to, advice
with respect to inquiries related to the Portfolio (not including
information about performance or related to sales) and communicating with
Contractowners about Portfolio (and Separate Account) performance.
3. The services provided hereunder shall at all times be subject to the
direction and supervision of the Trust's Board of Trustees.
4. As full compensation for the services performed and the facilities
furnished by or at the direction of the Administrator as described under Item 1,
above, the Trust, on behalf of the Portfolios, shall pay the Administrator in
accordance with the Fee Schedule as set forth in Appendix A attached hereto.
Such amounts shall be paid to the Administrator on a monthly basis.
5. As full compensation for the services performed under Item 2, above,
the Portfolios shall pay AIM an amount up to an annual rate of 0.25% of the
average net asset value of each Portfolio.
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In no event will the fee exceed an amount in excess of AIM's costs
(including amounts charged by various Insurance Companies and Qualified Plans
pursuant to agreements with AIM in amounts up to 0.25% of net assets
attributable to separate accounts of such Insurance Companies or Qualified
Plans) in providing or causing others to provide such services. Such amounts
shall be paid to the Administrator on a quarterly basis. To the extent that the
Administrator's costs exceed 0.25%, such excess amount shall be borne by the
Administrator and the Administrator will not seek reimbursement at a later time
for such excess amounts on services previously rendered if the Administrator's
costs are later reduced to an amount below 0.25%.
6. The Administrator shall not be liable for any error of judgment or
for any loss suffered by the Trust 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.
7. 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.
8. 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.
9. 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 until June 30, 2005, 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).
10. This Agreement may be amended or modified with respect to one or
more Portfolios, but only by a written instrument signed by both the Trust and
the Administrator.
11. 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.
12. 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
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Administrator at Eleven Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000-0000,
Attention: President, with a copy to the General Counsel, or (b) to the Trust at
Eleven Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000-0000, Attention:
President, with a copy to the General Counsel.
13. 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.
14. 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/ Xxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxxxx
-------------------- --------------------------
Assistant Secretary President
(SEAL)
AIM VARIABLE INSURANCE FUNDS
Attest: /s/ Xxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxxxxxx
-------------------- --------------------------
Secretary Executive Vice President
(SEAL)
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APPENDIX A
TO
SECOND AMENDED AND RESTATED
MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM VARIABLE INSURANCE FUNDS
PORTFOLIOS EFFECTIVE DATE OF AGREEMENT
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AIM V.I. Aggressive Growth Fund July 1, 2004
AIM V.I. Balanced Fund July 1, 2004
AIM V.I. Basic Value Fund July 1, 2004
AIM V.I. Blue Chip Fund July 1, 2004
AIM V.I. Capital Appreciation Fund July 1, 2004
AIM V.I. Capital Development Fund July 1, 2004
AIM V.I. Core Equity Fund July 1, 2004
AIM V.I. Dent Demographic Trends Fund July 1, 2004
AIM V.I. Diversified Income Fund July 1, 2004
AIM V.I. Government Securities Fund July 1, 2004
AIM V.I. Growth Fund July 1, 2004
AIM V.I. High Yield Fund July 1, 2004
AIM V.I. International Growth Fund July 1, 2004
AIM V.I. Large Cap Growth Fund July 1, 2004
AIM V.I. Mid Cap Core Equity Fund July 1, 2004
AIM V.I. Money Market Fund July 1, 2004
AIM V.I. Premier Equity Fund July 1, 2004
AIM V.I. Real Estate Fund July 1, 2004
AIM V.I. Small Cap Equity Fund July 1, 2004
INVESCO VIF - Core Equity Fund July 1, 2004
INVESCO VIF - Dynamics Fund July 1, 2004
INVESCO VIF - Financial Services Fund July 1, 2004
INVESCO VIF - Health Sciences Fund July 1, 2004
INVESCO VIF - Leisure Fund July 1, 2004
INVESCO VIF - Small Company Growth Fund July 1, 2004
INVESCO VIF - Technology Fund July 1, 2004
INVESCO VIF - Total Return Fund July 1, 2004
INVESCO VIF - Utilities Fund July 1, 2004
The Administrator may receive from each Portfolio reimbursement for costs
or reasonable compensation for such services as follows:
RATE* NET ASSETS
------ ------------------
0.023% First $1.5 billion
0.013% Next $1.5 billion
0.003% Over $3 billion
*Annual minimum fee is $50,000. An additional $10,000 per class of shares is
charged for each class other than the initial class. The $10,000 class fee is
waived for any of the above Portfolios with insufficient assets to result in the
payment of more than the minimum fee of $50,000.
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