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EXHIBIT 5(c)
AIM INTERNATIONAL FUNDS, INC.
MASTER INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 1st day of July, 1994, by and between AIM
International Funds, Inc., a Maryland corporation (the "Company") and A I M
Advisors, Inc., a Delaware corporation (the "Advisor").
RECITALS
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act") as an open-end, diversified management
investment company, consisting of multiple series of investment portfolios;
WHEREAS, the Advisor is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment advisor and engages in
the business of acting as an investment advisor;
WHEREAS, the Company's charter authorizes the Board of Directors of
the Company to classify or reclassify authorized but unissued shares of the
Company and, as of the date of this Agreement, the Company's Board of Directors
has authorized the issuance of four series of shares representing interests in
four investment portfolios: AIM International Equity Fund, AIM Global
Aggressive Growth Fund, AIM Global Growth Fund and AIM Global Income Fund; and
WHEREAS, the Company and the Advisor desire to enter into an agreement
to provide for investment advisory services to the Company's AIM Global
Aggressive Growth Fund series, AIM Global Growth Fund series and AIM Global
Income Fund series (such series and any other series hereafter added to the
Company being referred to individually as a "Fund", or collectively herein as
the "Funds") upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Advisory Services. The Advisor shall act as investment
advisor for each Fund and shall, in such capacity, supervise all aspects of the
Funds' operations, including the investment and reinvestment of the cash,
securities or other properties comprising the Funds, subject at all times to
the policies and control of the Company's Board of Directors. The Advisor
shall give the Company and the Funds the benefit of its best judgment, efforts
and facilities in rendering its services as investment advisor.
2. Investment Analysis and Implementation. In carrying out its
obligations under Section I hereof, the Advisor shall:
(a) supervise all aspects of the operations of the Funds;
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(b) obtain and evaluate pertinent information about
significant developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy
generally or the Funds, and whether concerning the individual issuers
whose securities are included in the Funds or the activities in which
such issuers engage, or with respect to securities which the Advisor
considers desirable for inclusion in the Funds;
(c) determine which issuers and securities shall be
represented in the Funds and regularly report thereon to the Company's
Board of Directors; and
(d) formulate and implement continuing programs for the
purchases and sales of the securities of such issuers and regularly
report thereon to the Company's Board of Directors;
and take, on behalf of the Company and the Funds, all actions which appear to
the Company and the Funds necessary to carry into effect such purchase and sale
programs and supervisory functions as aforesaid, including but not limited to
the placing of orders for the purchase and sale of securities of the Funds.
3. Delegation of Responsibilities. Subject to the approval of
the Board of Directors and the shareholders of the Funds, the Advisor may
delegate to a Sub-Advisor certain of its duties enumerated in Section 2 hereof,
provided that the Advisor shall continue to supervise the performance of any
such Sub-Advisor.
4. Control by Board of Directors. Any investment program
undertaken by the Advisor pursuant to this Agreement, as well as any other
activities undertaken by the Advisor on behalf of the Funds, shall at all times
be subject to any directives of the Board of Directors of the Company.
5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Advisor shall at all times conform to:
(a) all applicable provisions of the 1940 Act and the
Advisers Act and any rules and regulations adopted thereunder;
(b) the provisions of the registration statement of the
Company, as the same may be amended from time to time, under the
Securities Act of 1933 and the 1940 Act;
(c) the provisions of the corporate charter of the
Company, as the same may be amended from time to time;
(d) the provisions of the by-laws of the Company, as the
same may be amended from time to time; and
(e) any other applicable provisions of state or federal
law.
6. Broker-Dealer Relationships. The Advisor is responsible for
decisions to buy and sell securities for the Funds, broker-dealer selection,
and negotiation of brokerage commission
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rates. The Advisor's primary consideration in effecting a security transaction
will be execution at the most favorable price. In selecting a broker-dealer to
execute each particular transaction, the Advisor will take the following into
consideration: the best net price available; the reliability, integrity and
financial condition of the broker-dealer, the size of and difficulty in
executing the order, and the value of the expected contribution of the
broker-dealer to the investment performance of the Funds on a continuing basis.
Accordingly, the price to the Funds in any transaction may be less favorable
than that available from another broker-dealer if the difference is reasonably
justified by other aspects of the portfolio execution services offered.
Subject to such policies as the Board of Directors may from time to time
determine, the Advisor shall not be deemed to have acted unlawfully or to have
breached any duty created by this Agreement or otherwise solely by reason of
its having caused the Funds to pay a broker or dealer that provides brokerage
and research services to the Advisor an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction, if the
Advisor determines in good faith that such amount of commission was reasonable
in relation to the value of the brokerage and research services provided by
such broker or dealer, viewed in terms of either that particular transaction or
the Advisor's overall responsibilities with respect to the Funds, and to other
clients of the Advisor as to which the Advisor exercises investment discretion.
The Advisor is further authorized to allocate the orders placed by it on behalf
of the Funds to such brokers and dealers who also provide research or
statistical material, or other services to the Funds, to the Advisor, or to any
Sub-Advisor. Such allocation shall be in such amounts and proportions as the
Advisor shall determine and the Advisor will report on said allocations
regularly to the Board of Directors of the Company indicating the brokers to
whom such allocations have been made and the basis therefor. In making
decisions regarding broker-dealer relationships, the Advisor may take into
consideration the recommendations of any Sub-Advisor appointed to provide
investment research or advisory services in connection with the Funds, and may
take into consideration any research services provided to such Sub-Advisor by
broker-dealers.
7. Compensation. The Company shall pay the Advisor as
compensation for services rendered hereunder an annual fee, payable monthly, as
set forth in Appendix A to this Agreement. The Company acknowledges that the
Advisor may from time to time pay a fee to any sub-advisor engaged pursuant to
Section 3 of this Agreement, according to a fee schedule set forth in the
applicable sub-advisory agreement.
The average daily net asset value of the Funds shall be determined in
the manner set forth in the corporate charter and registration statement of the
Funds, as amended from time to time.
8. Additional Services. Upon the request of the Company's Board
of Directors, the Advisor may perform (or arrange for the performance of)
certain accounting, shareholder servicing or other administrative services on
behalf of the Funds which are not required by this Agreement. Such services
will be performed on behalf of the Funds and the Advisor may receive from the
Funds such reimbursement for costs or reasonable compensation for such services
as may be agreed upon between the Advisor and the Company's Board of Directors
based on a finding by the Board of Directors that the provision of such
services by the Advisor is in the best interests of the Funds and their
shareholders. Payment or assumption by the Advisor of any Fund expense that
the Advisor is not otherwise required to pay or assume under this Agreement
shall not relieve the Advisor of any of its obligations to the Funds nor
obligate the Advisor to pay or
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assume any similar Fund expense on any subsequent occasions. Such services may
include, but are not limited to:
(a) the services of a principal financial officer of the
Company (including applicable 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
and calculation of daily net asset value and the preparation of tax
returns; the services (including applicable 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 Advisor; changing account designations or changing
addresses; assisting in the purchase or redemption of shares;
supervising the operations of the custodian, transfer agent(s) or
dividend disbursing agent(s) for the Funds; or otherwise providing
services to shareholders of the Funds; and
(c) such other administrative services as may be
furnished from time to time by the Advisor to the Company or the Funds
at the request of the Company's Board of Directors.
9. Expenses of the Funds. All of the ordinary business expenses
incurred in the operations of the Funds and the offering of their shares shall
be borne by the Funds unless specifically provided otherwise in this Agreement.
These expenses borne by the Funds include but are not limited to brokerage
commissions, taxes, legal, auditing, or governmental fees, the cost of
preparing share certificates, custodian, transfer and shareholder service agent
costs, expenses of issue, sale, redemption and repurchase of shares, expenses
of registering and qualifying shares for sale, expenses relating to directors
and shareholder meetings, the cost of preparing and distributing reports and
notices to shareholders, the fees and other expenses incurred by the Company on
behalf of the Funds in connection with membership in investment company
organizations and the cost of printing copies of prospectuses and statements of
additional information distributed to the Funds' shareholders.
10. Expense Limitation. If, for any fiscal year, the total of all
ordinary business expenses of the Funds, including all investment advisory
fees, but excluding brokerage commissions and fees, taxes, interest and
extraordinary expenses, such as litigation, would exceed the applicable expense
limitations imposed by state securities regulations in any state in which the
Funds' shares are qualified for sale, as such limitations may be raised or
lowered from time to time, the aggregate of all such investment advisory fees
shall be reduced by the amount of such excess. The amount of any such
reduction to be borne by the Advisor shall be deducted from the monthly
investment advisory fee otherwise payable to the Advisor during such fiscal
year. If required pursuant to such state securities regulations, the Advisor
will, not later than the last day of the first month of the next succeeding
fiscal year, reimburse the Funds for any such annual operating expenses (after
reduction of all investment advisory fees in excess of such limitation). For
the purposes of this paragraph, the term "fiscal year" shall exclude the
portion of the current fiscal year which shall have elapsed prior to the date
hereof and shall include the portion of the then current fiscal year which
shall have elapsed at the date of termination of this Agreement. The
application of expense limitations shall be applied to each Fund of the Company
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separately unless the laws or regulations of any state shall require that the
expense limitations be imposed with respect to the Company as a whole.
11. Non-Exclusivity. The services of the Advisor to the Company
and the Funds are not to be deemed to be exclusive, and the Advisor shall be
free to render investment advisory and administrative or other services to
others (including other investment companies) and to engage in other
activities. It is understood and agreed that officers or directors of the
Advisor may serve as officers or directors of the Company, and that officers or
directors of the Company may serve as officers or directors of the Advisor to
the extent permitted by law; and that the officers and directors of the Advisor
are not prohibited from engaging in any other business activity or from
rendering services to any other person, or from serving as partners, officers,
directors or trustees of any other firm or trust, including other investment
advisory companies.
12. Term and Approval. This Agreement shall become effective if
approved by the shareholders of the Funds, and if so approved, this Agreement
shall thereafter continue in force and effect until June 30, 1996, 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 Directors or (ii) by
the vote of "a majority of the outstanding voting securities" of the
Funds (as defined in Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the
directors 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 directors), by votes cast in person at a
meeting specifically called for such purpose.
13. Termination. This Agreement may be terminated as to the Funds
at any time, without the payment of any penalty, by vote of the Company's Board
of Directors or by vote of a majority of the Funds' outstanding voting
securities, or by the Advisor, on sixty (60) days' written notice to the other
party. The notice provided for herein may be waived by either party. This
Agreement shall automatically terminate in the event of its assignment, the
term "assignment" for purposes of this paragraph having the meaning defined in
Section 2(a)(4) of the 1940 Act.
14. Liability of Advisor and Indemnification. In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Advisor or any of its
officers, directors or employees, the Advisor shall not be subject to liability
to the Company or to the Funds or to any shareholder of the Funds for any act
or omission in the course of, or connected with, rendering services hereunder
or for any losses that may be sustained in the purchase, holding or sale of any
security.
15. Notices. Any notices under this Agreement shall be in
writing, addressed and delivered or mailed postage paid to the other party at
such address as such other party may designate for the receipt of such notice.
Until further notice to the other party, it is agreed that the address of the
Company and that of the Advisor shall be 00 Xxxxxxxx Xxxxx, Xxxxx 0000,
Xxxxxxx, Xxxxx, 00000.
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16. Questions of Interpretation. Any question of interpretation
of any term or provision of this Agreement having a counterpart in or otherwise
derived from a term or provision of the 1940 Act or the Advisers Act shall be
resolved by reference to such term or provision of the 1940 Act or the Advisers
Act and to interpretations thereof, if any, by the United States Courts or in
the absence of any controlling decision of any such court, by rules,
regulations or orders of the Securities and Exchange Commission issued pursuant
to said 1940 Act. In addition, where the effect of a requirement of the Acts
reflected in any provision of the Agreement is revised by rule, regulation or
order of the Securities and Exchange Commission, such provision shall be deemed
to incorporate the effect of such rule, regulation or order.
17. License Agreement. The Company shall be entitled to use the
names "AIM Global Aggressive Growth Fund, AIM Global Growth Fund and AIM Global
Income Fund" to designate its classes of shares only so long as A I M Advisors,
Inc. serves as investment manager or advisor to the Funds.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in duplicate by their respective officers on the day and year first
written above.
AIM International Funds, Inc.
Attest:
/s/ XXXXXXX X. XXXXX By: /s/ XXXXXX X. XXXXXX
------------------------ -----------------------
Assistant Secretary President
(SEAL)
A I M Advisors, Inc.
Attest:
/s/ XXXXXXX X. XXXXX By: /s/ XXXXXX X. XXXXXX
------------------------ -----------------------
Assistant Secretary President
(SEAL)
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APPENDIX A TO MASTER INVESTMENT ADVISORY AGREEMENT
OF AIM INTERNATIONAL FUNDS, INC.
The Company shall pay the Advisor as full compensation for all
services rendered and all facilities furnished hereunder, a management fee for
each Fund by applying the following annual rates to the average daily net
assets of each Fund for the calendar year, computed in the manner used for the
determination of the offering price of shares of each Fund.
AIM GLOBAL AGGRESSIVE GROWTH FUND
Net Assets Annual Rate
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First $1 billion . . . . . . . . . . . . . . . . . . . . . . 0.90%
Over $1 billion . . . . . . . . . . . . . . . . . . . . . . 0.85%
AIM GLOBAL GROWTH FUND
Net Assets Annual Rate
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First $1 billion . . . . . . . . . . . . . . . . . . . . . . 0.85%
Over $1 billion . . . . . . . . . . . . . . . . . . . . . . 0.80%
AIM GLOBAL INCOME FUND
Net Assets Annual Rate
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First $1 billion . . . . . . . . . . . . . . . . . . . . . . 0.70%
Over $1 billion . . . . . . . . . . . . . . . . . . . . . . 0.65%
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