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EXHIBIT 9(b)
OPERATING SERVICES AGREEMENT
AGREEMENT made as of this 4th day of August, 1997, by and between AIM
Advisor Funds, Inc., a Maryland corporation, (the "Fund"), and A I M Advisors,
Inc., a Delaware corporation (hereinafter referred to as "AIM").
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), as a diversified, open-end
management investment company and is divided into seven series (the "Shares"),
and which may be divided into additional series, each representing an interest
in a separate portfolio of investments (such series as are presently structured
being designated as the AIM Advisor Large Cap Value Fund, AIM Advisor Income
Fund, AIM Advisor Flex Fund, AIM Advisor MultiFlex Fund, AIM Advisor Real
Estate Fund, AIM Advisor International Value Fund, and AIM Advisor Cash
Management Fund, hereinafter referred to as the "Series"); and
WHEREAS, AIM is registered as an investment adviser under the
Investment Advisers Act of 1940, and engages in the business of acting as
investment adviser and providing certain other administrative, sub-accounting,
and recordkeeping services to certain investment companies, including the Fund;
and
WHEREAS, the Fund desires to retain AIM, or companies retained by AIM
at its expense, to render certain operational services which are necessary for
the day-to-day operations of the Fund's Series (the "Services") in the manner
and on the terms and conditions hereinafter set forth; and
WHEREAS, AIM desires to be retained to perform directly, or to retain
companies at its expense to perform, such services on said terms and
conditions;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Fund and AIM agree as follows:
1. The Fund hereby retains AIM to provide, or, upon receipt of
written approval of the Fund arrange for other companies,
including affiliates of AIM, to provide to the Series: (a)
such accounting services and functions, including costs and
expenses of any independent public accountants, as are
reasonable necessary for the operation of the Series; (b) such
legal services and functions, including costs and expenses of
any outside legal counsel that may be retained to perform
non-litigation-related legal services for the Fund or the
Directors of the Fund, as are reasonably necessary for the
operation of the Series; (c) such dividend disbursing agent,
dividend reinvestment agent, transfer agent, and registrar
services and functions (including answering inquiries related
to shareholder Fund accounts) as are reasonably necessary for
the operation of the Series; (d) such custodian and depository
services and functions as are reasonably necessary for the
operation of the Series; (e) such independent pricing services
as are reasonably necessary for the operation of the Series;
(f) such shareholder reports (including dividend notices,
statements of additional information and prospectuses sent to
existing shareholders) and reports to broker-dealers,
financial institutions and other organizations which render
services and assistance in connection with the
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distribution of the shares of the Series describing the
operations of the Series as are reasonably necessary for the
operation of the Series; (g) such sub-accounting and
recordkeeping services and functions (other than those books
and records required to be maintained by AIM under the
Investment Advisory Agreement between the Fund and AIM dated
August 2, 1997 (the "Investment Advisory Agreement"),
including maintenance of shareholder records and shareholder
information concerning the status of their Fund accounts by
investment advisers, broker-dealers, financial institutions,
and other organizations on behalf of AIM, as are reasonably
necessary for the operation of the Series; and (h) such
administrative services and functions (other than those
administrative responsibilities specifically assumed by AIM
under the Investment Advisory Agreement), including the fees
and expenses involved in maintaining the registration and
qualification of the Fund and of its Series' shares under laws
administered by the Securities and Exchange Commission, the
various states, or under other applicable regulatory
requirements, the costs of printing and distributing notices
of shareholders' meetings, proxy statements, and other
communications to the Fund's shareholders, as well as all
expenses of shareholders' meetings and Directors' meetings,
all costs, fees or other expenses arising in connection with
the organization of new Series, including initial registration
and qualification of the new Series under the Act and under
the Securities Act of 1933, as amended, the initial
determination of the new Series' tax status and any rulings
obtained for this purpose, the initial registration and
qualification of the new Series' securities under the laws of
any state and the approval of the new Series' operations by
any other federal or state authority, insurance premiums, the
costs of designing, printing, and issuing certificates
representing shares of the Fund's Series, premiums for the
fidelity bond maintained by the Fund pursuant to Section 17(g)
of the Act and rules promulgated thereunder (except for such
premiums as may be allocated to third parties, as insureds
thereunder), and association and institute dues, as are
reasonably necessary for the operation of the Series. All
books and records prepared and maintained by AIM for the Fund
under this Agreement shall be the property of the Fund and,
upon request therefor, AIM shall surrender to the Fund such
of the books and records so requested.
2. AIM shall, at its own expense, maintain such staff and employ
or retain such personnel and consult with such other persons
as it shall from time to time determine to be necessary or
useful to the performance of its obligations under this
Agreement. Without limiting the generality of the foregoing,
such staff and personnel shall be deemed to include officers
of AIM and persons employed or otherwise retained by AIM to
provide or assist in providing Services to the Series.
3. AIM shall, at its own expense, provide such office space,
facilities and equipment (including, but not limited to,
computer equipment, telephone and other communication lines
and supplies) and such clerical help and personnel and other
services as shall be necessary to provide the Services to the
Series.
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4. The Fund will, from time to time, furnish or otherwise make
available to AIM such information relating to the business and
affairs of the Series as AIM may reasonably require in order
to discharge its duties and obligations hereunder.
5. For the services rendered, facilities furnished, and expenses
assumed by AIM under this Agreement, the Fund shall pay to AIM
a fee computed on a daily basis and paid on a monthly basis.
For purposes of each daily calculation of this fee, the most
recently determined net asset value of each Series, as
determined by a valuation made in accordance with the Fund's
procedure for calculating Series net asset value as described
in the Fund's Prospectus and/or Statement of Additional
Information, shall be used. The fee to AIM under this
Agreement shall be computed at the annual rate of 0.45% of
each Series' daily net assets as so determined. During any
period when the determination of a Series' net asset value is
suspended by the directors of the Fund, the net asset value of
a share of that Series as of the last business day prior to
such suspension shall, for the purpose of this Paragraph 5, be
deemed to be the net asset value at the close of each
succeeding business day until it is again determined.
6. AIM will permit representatives of the Fund including the
Fund's independent auditors to have reasonable access to the
personnel and records of AIM in order to enable such
representatives to monitor the quality of services being
provided and the level of fees due AIM pursuant to this
Agreement. In addition, AIM shall promptly deliver to the
board of directors of the Fund such information as may
reasonably be requested from time to time to permit the board
of directors to make an informed determination regarding
continuation of this Agreement and the payments contemplated
to be made hereunder.
7. This Agreement shall continue in effect from year to year
provided such continuance is approved at least annually by the
vote of a majority of the directors of the Fund who are not
parties to this Agreement or "interested persons" (as defined
in the Act) of any such party, which vote must be cast in
person at a meeting called for the purpose of voting on such
approval; and further provided, however, that (a) the Fund
may, at any time and without the payment of any penalty,
terminate this Agreement upon thirty (30) days' written notice
to AIM; (b) the Agreement shall immediately terminate in the
event of its assignment (within the meaning of the Act and the
Rules thereunder) unless the board of directors of the Fund
approves such assignment; and (c) AIM may terminate this
Agreement without payment of penalty on sixty (60) days'
written notice to the Fund. Any notice under this Agreement
shall be given in writing, addressed and delivered, or mailed
post-paid, to the other party at the principal office of such
party.
8. This Agreement shall be construed in accordance with the laws
of the State of Texas and the applicable provisions of the
Act. To the extent the applicable law of the State of Texas
or any of the provisions herein conflict with the applicable
provisions of the Act, the latter shall control.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement on the day and year first above written.
AIM ADVISOR FUNDS, INC.
ATTEST: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxx
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Assistant Secretary President
A I M ADVISORS, INC.
ATTEST: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxx
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Assistant Secretary President
