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EXHIBIT 9(d)
MASTER ADMINISTRATIVE SERVICES AGREEMENT, AS AMENDED
This MASTER ADMINISTRATIVE SERVICES AGREEMENT, as amended (the
"Agreement") is made this 1st day of May, 1998 by and between A I M ADVISORS,
INC., a Delaware corporation (the "Administrator"), and AIM VARIABLE INSURANCE
FUNDS, INC., a Maryland corporation (the "Company").
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 Board of Directors of the Company has authorized the
issuance of separate series of shares representing interests in thirteen
investment portfolios: the AIM V.I. Aggressive Growth Fund, AIM V.I. Balanced
Fund, AIM V.I. Capital Appreciation Fund, AIM V.I. Capital Development Fund, AIM
V.I. Diversified Income Fund, AIM V.I. Government Securities Fund, AIM V.I.
Growth Fund, AIM V.I. Growth and Income Fund, AIM V.I. High Yield Fund, AIM V.
I. International Equity Fund, AIM V.I. Money Market Fund, AIM V.I. Global
Utilities Fund and AIM V.I. Value Fund (the "Funds"); and
WHEREAS, the Company, on behalf of the Funds, 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 Funds,
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 Directors and upon a finding by the Board of Directors that the
provision of such services is in the best interest of the Company and its
shareholders; and
WHEREAS, the Board of Directors has found that the provision of such
administrative services is in the best interest of the Funds 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 Funds, 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; and
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(b) such other administrative services as may be furnished from time to
time by the Administrator to the Company or the Funds at the request of
the Company's Board of Directors.
2. The Administrator will provide, or at its expense will assure that
the Insurance Company or Qualified Plan (that has entered into a Participation
Agreement with the Company) will provide the following administrative services:
(a) Establish procedures to ensure compliance with the conditions of
the Company's Mixed and Shared Funding Order.
(b) Provide assistance (clerical, administrative and other) in the
negotiation of participation agreements between the Company, on behalf
of the various Funds and Insurance Companies or Qualified Plans.
(c) Prepare the various forms of prospectus, financial reports and
proxy statements as the Company has agreed to provide in the
participation agreements to which it is a party.
(d) Maintain master accounts with the Fund and such accounts will be in
the name of the Insurance Company or the Qualified Plan (or their
nominees) as the record owners of shares on behalf of the Accounts.
(e) Determine the net amount to be transmitted to the Account
maintained by the Insurance Company or Qualified Plan as a result of
redemptions of Fund shares based on Contractowners' redemption
requests. Disburse or credit to the Accounts all proceeds of
redemptions of shares of the Fund. Notify the Fund of the cash required
to meet payments.
(f) Determine the net amount to be transmitted to the Fund as a result
of purchases of Fund shares based on Contractowners' purchase payments
and transfers allocated to the Accounts investing in the Fund. Transmit
net purchase payment receipts to the Fund's custodian.
(g) Distribute (or arrange for the distribution) to Contractowners
copies of the Fund's prospectus, proxy materials, periodic fund reports
to Contractowners and other materials that the Fund is required by law
or otherwise to provide to its shareholders.
(h) Maintain and preserve all records as required by law to be
maintained and preserved in connection with providing administrative
services including, but not limited to recording the issuance of Fund
shares, recording transfers and redemptions, and reconciling and
balancing the Accounts.
(i) Provide Contractowner services including, but not limited to,
advice with respect to inquiries related to the Fund (not including
information about performance or related to sales) and communicating
with Contractowners about Fund (and Separate Account) performance.
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3. The services provided hereunder shall at all times be subject to the
direction and supervision of the Company's Board of Directors.
4. As full compensation for the services performed and the facilities
furnished by or at the direction of the Administrator as described under Item 1,
above, the Funds 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.
5. As full compensation for the services performed under Item 2, above,
the Funds shall pay AIM an amount up to 0.25% of the average net asset value of
each Fund in excess of the net asset value of each such Fund on April 30, 1998,
provided that the fee will not exceed an amount in excess of AIM's costs
(including amounts charged by various Insurance Companies and Qualified Plans
pursuant to agreements with AIM in amounts up to 0.25% of net assets
attributable to separate accounts of such Insurance Companies or Qualified
Plans) in providing or causing others to provide such services. Such amounts
shall be paid to the Administrator on a quarterly basis. To the extent that the
Administrator's costs exceed 0.25%, such excess amount shall be borne by the
Administrator and the Administrator will not seek reimbursement at a later time
for such excess amounts on services previously rendered if the Administrator's
costs are later reduced to an amount below 0.25%.
6. The Administrator shall not be liable for any error of judgment or
for any loss suffered by the Company or the Funds 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.
7. 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.
8. 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.
9. This Agreement shall continue in effect until May 1, 2000 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 each of the
Funds (as defined in Section 2(a)(42) of the 1940 Act); and
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(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 ▇▇▇▇ ▇▇▇) or in the event of
termination of the Master Investment Advisory Agreement relating to the Funds
between the Company and the Administrator.
10. This Agreement may be amended or modified, but only by a written
instrument signed by both the Company and the Administrator.
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 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: President, with a copy to the General
Counsel, or (b) to the Company at Eleven ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, 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 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/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Assistant Secretary President
(SEAL)
AIM VARIABLE INSURANCE FUNDS, INC.
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Assistant Secretary President
(SEAL)
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