EXHIBIT 9(c)
MASTER ADMINISTRATIVE SERVICES AGREEMENT
This MASTER ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is made
this 24th day of June, 1998 by and between A I M ADVISORS, INC., a Delaware
corporation (the "Administrator") and AIM SPECIAL OPPORTUNITIES FUNDS, a
Delaware business trust (the "Company") 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 Company is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, the Company, on behalf of the Portfolios, has retained the
Administrator to provide investment advisory services pursuant to a Master
Investment Advisory Agreement which provides that the Administrator may 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 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
(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 Trustees.
2. The services provided hereunder shall at all times be subject to the
direction and supervision of the Company's Board of Trustees.
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 Trustees. 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 trustee,
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 with respect to a Fund for
an initial period of two years 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 Company's Board of Trustees 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 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 Company trustees),
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.
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8. This Agreement may be amended or modified with respect to one or more
Portfolios, but only by a written instrument signed by both the Company and the
Administrator.
9. 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 Company individually but are binding only upon the
assets and property of the Company 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.
11. 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.
12. 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.
13. This Agreement shall be governed by and construed in accordance with
the laws (without reference to conflicts of law provisions) of the State of
Delaware.
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/ XXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXX
----------------------------- -----------------------------
Assistant Secretary President
(SEAL)
AIM SPECIAL OPPORTUNITIES FUNDS
Attest: /s/ XXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXX
----------------------------- -----------------------------
Assistant Secretary President
(SEAL)
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APPENDIX A
TO
MASTER ADMINISTRATIVE SERVICES AGREEMENT
OF
AIM SPECIAL OPPORTUNITIES FUNDS
AIM Small Cap Opportunities Fund
Dated: June 24, 1998
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