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EXHIBIT 9(d)(5)
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement"), dated as of the
18th day of October, 1993, by and between A I M ADVISORS, INC., a Delaware
corporation (the "Advisor"), and A I M Fund Services, Inc. (the "Administrator)
on behalf of the Portfolios and Classes of shares of the Funds set forth in
Appendix A to this agreement (the "Portfolios").
W I T N E S S E T H:
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WHEREAS, each of the Funds listed in Appendix A hereto is an open-end
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and
WHEREAS, each of the Funds, on behalf of the Portfolios, has retained
the Advisor to provide investment advisory services pursuant to a Master
Investment Advisory Agreement which provides that the Advisor 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 Advisor may receive reasonable compensation or may be
reimbursed for its costs in providing such additional services, upon the
request of the Board of Directors/Trustees and upon a finding by the Board of
Directors/Trustees that the provision of such services is in the best interests
of each Portfolio and its shareholders; and
WHEREAS, the Board of Directors/Trustees has found that the provision
of such administrative services is in the best interests of the Portfolios and
their shareholders, and has requested that the Administrator perform certain of
such services;
NOW, THEREFORE, the parties hereby agree as follows:
1. The Administrator hereby agrees to provide 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 Advisor; changing account designations or changing
addresses; assisting in the purchase or redemption of the Portfolios' shares;
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.
2. The services provided hereunder shall at all times be subject to
the direction and supervision of the Funds' Boards of Directors/Trustees.
3. As full compensation for the services performed and the
facilities furnished by or at the direction of the Administrator, the Advisor
shall reimburse the Administrator for
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expenses incurred by it or its affiliates in accordance with the methodologies
established from time to time by the Funds' Boards of Directors/Trustees with
respect to the Portfolios. 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 Funds or a Portfolio 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 Advisor 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 Funds 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 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 for a period of one (1)
year from the date hereof, and shall continue in effect from year to year
thereafter; provided that such continuance is specifically approved at least
annually:
(a) (i) by each Fund's Board of Directors/Trustees or (ii) by
the vote of a majority of the outstanding voting securities of the
applicable Portfolio (as defined in Section 2(a)(42) of the 0000 Xxx);
and
(b) by the affirmative vote of a majority of each Fund's
directors/trustees 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 as to a Portfolio in the
event of its assignment (as defined in Section 2(a) (4) of the 0000 Xxx) or in
the event of termination of the Master Investment Advisory Agreement relating
to such Portfolio between a Fund and the Advisor.
8. This Agreement may be amended or modified, but only by a written
instrument signed by both the Advisor and the Administrator.
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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 00 Xxxxxxxx
Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000, Attention: President, with a copy to
the General Counsel, or (b) to the Advisor at 00 Xxxxxxxx Xxxxx, Xxxxx 0000,
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.
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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
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[Assistant] Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
AIM FUND SERVICES, INC.
Attest: /s/ XXXXX X. XXXXXX By:/s/ XXXX XXXXXXXX
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[Assistant] Secretary Xxxx Xxxxxxxx
President
(SEAL)
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APPENDIX A
AIM EQUITY FUNDS, INC.
AIM Aggressive Growth Fund
AIM Charter Fund (Retail Class)
AIM Constellation Fund (Retail Class)
AIM Xxxxxxxxxx Fund (Retail Class)
AIM FUNDS GROUP (All Classes)
AIM Balanced Fund
AIM Government Securities Fund
AIM Growth Fund
AIM High Yield Fund
AIM Income Fund
AIM Municipal Bond Fund
AIM Money Market Fund
AIM Utilities Fund
AIM Value Fund
AIM INTERNATIONAL FUNDS, INC.
AIM International Equity Fund
AIM INVESTMENT SECURITIES FUNDS
AIM Adjustable Rate Government Fund
Limited Maturity Treasury Portfolio (AIM Limited Maturity Treasury
Shares)
AIM SUMMIT FUND, INC.
AIM TAX-EXEMPT FUNDS, INC.
AIM Tax-Exempt Cash Fund
AIM Tax-Exempt Bond Fund of Connecticut
Intermediate Portfolio (AIM Tax-Free Intermediate Shares)
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