1
EXHIBIT d(10)
MASTER ADMINISTRATIVE SERVICES AGREEMENT
This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made
this 1st day of July, 1999 by and between A I M ADVISORS, INC., a Delaware
corporation (the "Administrator") and AIM ADVISOR FUNDS, INC., a Maryland
corporation (the "Company") with respect to the separate series set forth from
time to time in Appendix A to this Agreement (the "Portfolios").
W I T N E S S E T H:
---------------------
WHEREAS, the Company is an open-end investment company registered under
the Investment Company Act of 1940, as amended ("xxx 0000 Xxx"); and
WHEREAS, the Portfolios are separate series of common stock
representing interests in separate investment portfolios of the Company; and
WHEREAS, the Company, on behalf of the Portfolios, has retained the
Administrator to provide various operating services pursuant to an Amended and
Restated Operating Services Agreement (the "Operating Services Agreement"); and
WHEREAS, the Operating Services Agreement provides that the
Administrator shall provide (or assist the Company in retaining others to
provide) among other services, accounting, shareholder servicing and other
administrative services, and provides that the Administrator may receive
reasonable compensation or may be reimbursed for its costs in providing such
services; and
WHEREAS, the Administrator and the Company desire to enter into this
Agreement to establish the terms under which the Administrator will provide
certain of such services, and the compensation to be paid to the Administrator
for such services;
NOW, THEREFORE, the parties hereto, intending to be legally bound,
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 Company
(including related office space, facilities and equipment) whose normal
duties consist of maintaining the financial accounts and books and
records of the Company 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) the services of staff to respond to shareholder inquiries
concerning the status of their accounts; providing assistance to
shareholders in exchanges among the mutual funds managed or advised by
the Administrator; changing account designations or changing addresses;
assisting in the purchase or redemption of shares of the Portfolios;
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
2
(c) such other administrative services as may be furnished from time to
time by the Administrator to the Company or the Portfolios at the
request of the Company's Board of Directors.
2. The services provided hereunder shall at all times be subject to the
direction and supervision of the Company's Board of Directors.
3. As full compensation for the services performed and the facilities
furnished by or at the direction of the Administrator, the Portfolios shall
reimburse the Administrator for expenses incurred by them or their affiliates in
accordance with the methodologies established from time to time by the Company's
Board of Directors. Such amounts shall be paid to the Administrator on a
quarterly basis.
4. The Administrator shall not be liable for any error of judgment or
for any loss suffered by the Company 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.
5. The Company 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 director,
officer or employee of the Company 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 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 Company's Board of Directors or (ii) by the vote of a
majority of the outstanding voting securities of the Company (as
defined in Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the Company's directors
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, with respect to
one or more Portfolios in the event of termination of the Master Investment
Advisory Agreement relating to such Portfolio(s) between the Company and the
Administrator.
2
3
8. This Agreement may be amended or modified, but only by a written
instrument signed by both the Company and the Administrator.
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 the Administrator at Eleven Xxxxxxxx Xxxxx, Xxxxx
000, Xxxxxxx, Xxxxx 00000, Attention: President, with a copy to the General
Counsel, or (b) to the Company at Eleven Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000, Attention: President, with a copy to the General Counsel.
10. 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.
11. This Agreement shall be governed by and construed in accordance
with the laws 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 ADVISOR FUNDS, INC.
Attest: /s/ XXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
------------------------------ ----------------------------------
Assistant Secretary President
(SEAL)
3
4
AIM ADVISOR FUNDS, INC.
APPENDIX A TO MASTER ADMINISTRATIVE SERVICES AGREEMENT
JULY 1, 1999
AIM Advisor Flex Fund
AIM Advisor International Value Fund
AIM Advisor Large Cap Value Fund
AIM Advisor Real Estate Fund
4
