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EXHIBIT (2)(g)(1)
AIM FLOATING RATE FUND
INVESTMENT MANAGEMENT AND ADMINISTRATION CONTRACT
BETWEEN
AIM FLOATING RATE FUND
AND
A I M ADVISORS, INC.
Contract made as of _______________, 2000, between AIM Floating Rate
Fund ("Fund"), a Delaware business trust, and A I M Advisors, Inc. (the
"Adviser"), a Delaware corporation.
WHEREAS the Fund is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as a closed-end management investment company;
and
WHEREAS the Fund desires to retain Adviser as investment manager and
administrator to furnish certain administrative, investment advisory and
portfolio management services to the Fund, and Adviser is willing to furnish
such services;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Fund hereby appoints Adviser as investment manager and
administrator for the period and on the terms set forth in this Contract.
Adviser accepts such appointment and agrees to render the services herein set
forth, for the compensation herein provided.
2. Duties as Investment Manager.
(a) Subject to the supervision of the Fund's Board of Trustees
("Board"), Adviser will provide a continuous investment program for the Fund,
including investment research and management with respect to all securities and
investments and cash equivalents of the Fund. Adviser will determine from time
to time what securities and other investments will be purchased, retained or
sold by the Fund, and the brokers and dealers through whom trades will be
executed.
(b) Adviser agrees that in placing orders with brokers and dealers it
will attempt to obtain the best net results in terms of price and execution.
Consistent with this obligation Adviser may, in its discretion, purchase and
sell portfolio securities to and from brokers and dealers who sell shares of the
Fund or provide the Fund's or Adviser's other clients with research, analysis,
advice and similar services. Adviser may pay to brokers and dealers, in return
for research and analysis, a higher commission or spread than may be charged by
other brokers and dealers, subject to Adviser's determining in good faith that
such commission or spread is reasonable in terms either of the particular
transaction or of the overall responsibility of Adviser to the Fund and its
other clients and that the total commissions or spreads paid by the Fund will be
reasonable in relation to the benefits to
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the Fund over the long term. In no instance will portfolio securities be
purchased from or sold to Adviser or any affiliated person thereof except in
accordance with the federal securities laws and the rules and regulations
thereunder and any exemptive orders currently in effect. Whenever Adviser
simultaneously places orders to purchase or sell the same security on behalf of
the Fund and one or more other accounts advised by Adviser, such orders will be
allocated as to price and amount among all such accounts in a manner believed to
be equitable to each account. The Fund recognizes that in some cases this
procedure may adversely affect the results obtained for the Fund.
(c) Adviser will oversee the maintenance of all books and records with
respect to the securities transactions of the Fund, and will furnish the Board
with such periodic and special reports as the Board reasonably may request. In
compliance with the requirements of Rule 31a-3 under the 1940 Act, Adviser
hereby agrees that all records which it maintains for the Fund are the property
of the Fund, agrees to preserve for the periods prescribed by Rule 31a-2 under
the 1940 Act any records which it maintains for the Fund and which are required
to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to
surrender promptly to the Fund any records which it maintains for the Fund upon
request by the Fund.
3. Duties as Administrator. Adviser will administer the affairs of the Fund
subject to the supervision of the Board and the following understandings:
(a) Adviser will supervise all aspects of the operations of the Fund,
including the oversight of transfer agency and custodial services, except as
hereinafter set forth; provided, however, that nothing herein contained shall be
deemed to relieve or deprive the Board of its responsibility for control of the
conduct of the affairs of the Fund.
(b) At Adviser's expense, Adviser will provide the Fund with such
corporate, administrative and clerical personnel (including officers of the
Fund) and services as are reasonably deemed necessary or advisable by the Board.
(c) Adviser will arrange, but not pay, for the periodic preparation,
updating, filing and dissemination (as applicable) of the Fund's proxy material,
tax returns and required reports with or to the Fund's shareholders, the
Securities and Exchange Commission and other appropriate federal or state
regulatory authorities.
(d) Adviser will provide the Fund with, or obtain for it, adequate
office space and all necessary office equipment and services, including
telephone service, heat, utilities, stationery supplies and similar items.
4. Further Duties. In all matters relating to the performance of this Contract,
Adviser will act in conformity with the Agreement and Declaration of Trust,
By-Laws and Registration Statement of the Fund and with the instructions and
directions of the Board and will comply with the requirements of the 1940 Act,
the rules thereunder, and all other applicable federal and state laws and
regulations.
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5. Delegation of Adviser's Duties as Investment Manager and Administrator. With
respect to the Fund, Adviser may enter into one or more contracts ("Sub-Advisory
or Sub-Administration Contract") with a Sub-Adviser or Sub-Administrator in
which Adviser delegates to such sub-adviser or sub-administrator the performance
of any or all of the services specified in Paragraphs 2 and 3 of this Contract,
provided that: (i) each Sub-Advisory and Sub-Administration Contract imposes on
the sub-adviser or sub-administrator bound thereby all the duties and conditions
to which Adviser is subject with respect to the services under Paragraphs 2, 3
and 4 of this Contract; (ii) each Sub-Advisory and Sub-Administration Contract
meets all requirements of the 1940 Act and rules thereunder, and (iii) Adviser
shall not enter into a Sub-Advisory or Sub-Administration Contract unless it is
approved by the Board prior to implementation.
6. Services Not Exclusive. The services furnished by Adviser hereunder are not
to be deemed exclusive and Adviser shall be free to furnish similar services to
others so long as its services under this Contract are not impaired thereby.
Nothing in this Contract shall limit or restrict the right of any director,
officer or employee of Adviser, who may also be a Trustee, officer or employee
of the Fund, 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 other business,
whether of a similar nature or a dissimilar nature.
7. Expenses.
(a) During the term of this Contract, the Fund will bear all expenses,
not specifically assumed by Adviser.
(b) Expenses borne by the Fund will include but not be limited to the
following: (i) all direct charges relating to the purchase and sale of portfolio
securities, including the cost (including brokerage commissions, if any) of
securities purchased or sold by the Fund and any losses incurred in connection
therein; (ii) fees payable to and expenses incurred on behalf of the Fund by
Adviser under this Contract; (iii) investment consulting fees and related costs;
(iv) expenses of organizing the Fund; (v) costs incurred in connection with the
issuance, sale or repurchase of the Fund's shares of beneficial interest; (vi)
filing fees and expenses relating to the registration and qualification for the
Fund's shares and the Fund under federal and/or state securities laws and
maintaining such registrations and qualifications; (vii) expenses of preparing
and filing reports and other documents with governmental and regulatory
agencies; (viii) fees and salaries payable to the Fund's Trustees who are not
parties to this Contract or interested persons of any such party ("Independent
Trustees"); (ix) all expenses incurred in connection with the Independent
Trustees' services, including travel expenses; (x) taxes (including any income
or franchise taxes) and governmental fees; (xi) costs of any liability,
uncollectible items of deposit and other insurance and fidelity bonds; (xii) any
costs, expenses or losses arising out of a liability of or claim for damages or
other relief asserted against the Fund for violation of any law; (xiii) interest
charges; (xiv) legal, accounting and auditing expenses, including legal fees of
special counsel for the Independent Trustees; (xv) charges of
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custodians, transfer agents, pricing agents and other agents; (xvi) costs of
preparing share certificates; (xvii) expenses of setting in type, printing and
mailing prospectuses and supplements thereto, reports, notices and proxy
materials for existing shareholders; (xviii) expenses of obtaining and
maintaining securities exchange listing of the Fund's shares of beneficial
interest; (xix) any extraordinary expenses (including fees and disbursements of
counsel, costs of actions, suits or proceedings to which the Fund is a party and
the expenses the Fund may incur as a result of its legal obligation to provide
indemnification to its officers, Trustees, employees and agents) incurred by the
Fund; (xx) fees, voluntary assessments and other expenses incurred in connection
with membership in investment company organizations; (xxi) costs of mailing and
tabulating proxies and costs of meetings of shareholders, the Board and any
committees thereof; (xxii) the cost of investment company literature and other
publications provided by the portfolio to its Trustees and officers; and (xxiii)
costs of mailing, stationery and communications equipment.
(c) Adviser will assume the cost of any compensation for services
provided to the Fund received by the officers of the Fund and by the Trustees of
the Fund who are not Independent Trustees.
(d) The payment or assumption by Adviser of any expense of the Fund
that Adviser is not required by this Contract to pay or assume shall not
obligate Adviser to pay or assume the same or any similar expense of the Fund on
any subsequent occasion.
8. Compensation.
(a) For the services provided to the Fund under this Contract, the Fund
shall pay the Adviser an annual fee, payable monthly, based upon the average
daily net assets of the Fund as forth in Appendix A attached hereto. Such
compensation shall be paid solely from the assets of the Fund.
(b) The fee shall be computed weekly and paid monthly to Adviser on or
before the last business day of the next succeeding calendar month.
(c) If this Contract becomes effective or terminates before the end of
any month, the fee for the period from the effective date to the end of the
month or from the beginning of such month to the date of termination, as the
case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs.
9. Limitation of Liability of Adviser and Indemnification. Adviser shall not be
liable and the Fund shall indemnify Adviser and its directors, officers and
employees, for any costs or liabilities arising from any error of judgment or
mistake of law or any loss suffered by the Fund in connection with the matters
to which this Contract relates except a loss resulting from willful misfeasance,
bad faith or gross negligence on the part of Adviser in the performance by
Adviser of its duties or from reckless disregard by Adviser of its
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obligations and duties under this Contract. Any person, even though also an
officer, partner, employee, or agent of Adviser, who may be or become an
officer, Trustee, employee or agent of the Fund shall be deemed, when rendering
services to the Fund or acting with respect to any business of the Fund, to be
rendering such service to or acting solely for the Fund and not as an officer,
partner, employee, or agent or one under the control or direction of Adviser
even though paid by it.
10. Duration and Termination.
(a) This Contract shall become effective upon the date here above
written, provided that this Contract shall not take effect with respect to the
Fund unless it has first been approved (i) by a vote of a majority of the
Independent Trustees, cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of the Fund's
outstanding voting securities.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if not
terminated, with respect to the Fund this Contract shall continue automatically
for successive periods not to exceed twelve months each, provided that such
continuance is specifically approved at least annually (i) by a vote of a
majority of the Independent Trustees, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by the Board or by vote of a
majority of the outstanding voting securities of the Fund.
(c) Notwithstanding the foregoing, with respect to the Fund this
Contract may be terminated at any time, without the payment of any penalty, by
vote of the Board or by a vote of a majority of the outstanding voting
securities of the Fund on sixty days' written notice to Adviser or by Adviser at
any time, without the payment of any penalty, on sixty days' written notice to
the Fund. This Contract will automatically terminate in the event of its
assignment.
11. Amendment of this Contract. No provision of this Contract may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought, and no amendment of this Contract shall be effective
until approved by vote of a majority of the Fund's outstanding voting
securities, when required by the 1940 Act.
12. Governing Law. This Contract shall be construed in accordance with the laws
of the State of Delaware (without regard to Delaware conflict or choice of law
provisions) and the 1940 Act. To the extent that the applicable laws of the
State of Delaware conflict with the applicable provisions of the 1940 Act, the
latter shall control.
13. License Agreement. The Fund shall have the non-exclusive right to use the
name "AIM" to designate the Fund or any current or future series of shares only
so long as A I M Advisors, Inc. serves as investment manager or adviser to the
Fund with respect to such series of shares.
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14. Limitation of Shareholder Liability. It is expressly agreed that the
obligations of the Fund hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the Fund personally,
but shall only bind the assets and property of the Fund, as provided in the
Fund's Agreement and Declaration of Trust. The execution and delivery of this
Contract have been authorized by the Trustees of the Fund and shareholders of
the Fund, and this Contract has been executed and delivered by an authorized
officer of the Fund acting as such; neither such authorization by such Trustees
and shareholders nor such execution and delivery by such officer shall be deemed
to have been made by any of them individually or to impose any liability on any
of them personally, but shall bind only the assets and property of the Fund, as
provided in the Fund's Agreement and Declaration of Trust.
15. Miscellaneous. The captions in this Contract are included for convenience
of reference only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this Contract
shall be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Contract shall not be affected thereby. This Contract
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors. As used in this Contract, the terms "majority of
the outstanding voting securities," "interested person," "assignment," "broker,"
"dealer," "investment adviser," "national securities exchange," "net assets,"
"prospectus," "sale," "sell" and "security" shall have the same meaning as such
terms have in the 1940 Act, subject to such exemption as may be granted by the
Securities and Exchange Commission by any rule, regulation or order. Where the
effect of a requirement of the 1940 Act reflected in any provision of this
Contract is made less restrictive by a rule, regulation or order of the
Securities and Exchange Commission, whether of special or general application,
such provision shall be deemed to incorporate the effect of such rule,
regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated as of the day and year first above
written.
Attest: AIM FLOATING RATE FUND
By: By:
----------------------------- -----------------------------
Name: Name:
Title: Title:
Attest: A I M ADVISORS, INC.
By: By:
----------------------------- -----------------------------
Name: Name:
Title: Title:
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APPENDIX A
TO
INVESTMENT MANAGEMENT AND ADMINISTRATION CONTRACT
OF
AIM FLOATING RATE FUND
The Fund shall pay the Adviser, out of the assets of the Fund, as full
compensation for all services rendered and all facilities furnished hereunder, a
management fee of 0.95% of the Fund's average daily net assets for the calendar
year, computed in the manner used for the determination of the Fund's net asset
value.
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