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EXHIBIT 5(b)(1)
AIM INTERNATIONAL FUNDS, INC.
(AIM ASIA-PACIFIC GROWTH FUND)
(AIM EUROPEAN CAPITAL GROWTH FUND)
MASTER SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made as of this _____ day of _________________, 1997,
by and between A I M Advisors, Inc., a Delaware corporation (the "Advisor") and
INVESCO Global Asset Management Limited, a ________________ (the
"Sub-Advisor").
RECITALS
WHEREAS, AIM International Funds, Inc. (the "Company") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act") as an
open-end, diversified management investment company;
WHEREAS, the Advisor is registered under the Investment Advisers Act of
1940 (the "Advisers Act"), as amended, as an investment advisor and engages in
the business of acting as an investment advisor;
WHEREAS, the Sub-Advisor is registered under the Advisers Act, as
amended, 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 six series of shares representing interests in
six investment portfolios: AIM Asia-Pacific Growth Fund, AIM European Capital
Growth Fund, AIM Global Aggressive Growth Fund, AIM Global Growth Fund, AIM
Global Income Fund and AIM International Equity Fund (such series, together
with any future series, are collectively referred to herein as the
"Portfolios");
WHEREAS, the Advisor has entered into a Master Investment Advisory
Agreement dated February 28,1997, as amended, with the Company (the "Investment
Advisory Agreement"), pursuant to which the Advisor shall act as investment
advisor with respect to the Portfolios; and
WHEREAS, pursuant to Section 3 ("Delegation of Responsibilities") of the
Investment Advisory Agreement, the Advisor wishes to retain the Sub-Advisor for
purposes of rendering advisory services to the Advisor in connection with the
AIM Asia-Pacific Growth Fund and the AIM European Capital Growth Fund (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. Appointment of Sub-Advisor. The Advisor hereby appoints the
Sub-Advisor to render investment research and advisory services to the Advisor
with respect to the Funds, under the supervision of the Advisor and subject to
the approval and direction of the Company's Board of
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Directors, and the Sub-Advisor hereby accepts such appointment, all subject to
the terms and conditions contained herein.
2. Duties of Sub-Advisor.
(a) The Sub-Advisor shall provide the Advisor with such
economic research and securities analyses as the Advisor may from time to time
consider necessary or advisable in connection with the Advisor's performance of
its duties under the Advisory Agreement. The Sub-Advisor shall continually
review the Fund's assets and investments, shall consult with the Advisor and
shall make recommendations as to (1) which securities should be purchased, sold
or exchanged by the Fund, (2) the appropriate portion of the Fund's assets to
be invested in particular countries or geographic regions, and (3) foreign
(non-United States) currency matters, the use of foreign exchange contracts,
and the manner in which voting rights, rights to consent to corporate action
and any other rights pertaining to the Fund's investments should be exercised.
(b) In no event shall the Sub-Advisor have any responsibility
for, or control over, final investment decisions for the Fund or authority to
order or direct the execution of securities transactions on behalf of the Fund.
All final investment decisions for the Fund, and the ordering or directing of
execution of securities transactions on behalf of the Fund, shall solely be the
responsibility of the Advisor.
3. Control by Board of Directors. Any investment program undertaken
by the Sub-Advisor pursuant to this Agreement, as well as any other activities
undertaken by the Sub-Advisor with respect to the Funds, shall at all times be
subject to any directives of the Board of Directors of the Company.
4. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Sub-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, federal or
foreign law.
5. Compensation. The Advisor shall pay to the Sub-Advisor, as
compensation for services rendered hereunder to a Fund, an annual fee, payable
monthly, equal to .20% of the first $500 million of net assets and .175% of net
assets over $500 million with respect to such Fund.
6. Sub-Advisor's Expenses. The Sub-Advisor shall furnish at its
own expense all administrative services, office space, equipment and
facilities, investment advisory, statistical and
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research services, and executive, supervisory and clinical personnel necessary
to perform its duties and obligations hereunder.
7. Fee Waivers and Expense Limitation. If, for any fiscal year of
the Company, the amount of the advisory fee which the Fund would otherwise be
obligated to pay to the Advisor is reduced because of voluntary fee waivers by
the Advisor or pursuant to expense limitation provisions of the Advisory
Agreement, the fee payable hereunder to the Sub-Advisor shall be reduced
proportionately; and to the extent that the Advisor reimburses the Fund as a
result of such expense limitations, the Sub-Advisor shall reimburse the Advisor
that proportion of such reimbursement payments which the sub-advisory fee
hereunder bears to the advisory fee under the Agreement.
8. Non-Exclusivity. The services of the Sub-Advisor to the Advisor
with respect to the Company and the Funds are not deemed to be exclusive, and
the Sub-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 and
directors of the Sub-Advisor may serve as officers or directors of the Advisor
or of the Company, and that officers or directors of the Advisor or of the
Company may serve as officers or directors of the Sub-Advisor to the extent
permitted by law; and that the officers and directors of the Sub-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.
9. Term and Approval. This Agreement shall become effective with
respect to a Fund if approved by the shareholders of such Fund, and if so
approved, this Agreement shall thereafter continue in force and effect until
__________________, 1999, 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 such Fund (as
defined under 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.
10. Termination. This Agreement may be terminated as to any Fund
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 such Fund's outstanding voting
securities, or by the Advisor, or by the Sub-Advisor on sixty (60) days'
written notice to the other party and to the Company. 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.
11. Liability of Sub-Advisor. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations
or duties hereunder on the part of the Sub-Advisor or any of its officers,
directors or employees, the Sub-Advisor shall not be subject to liability to
the Advisor 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.
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12. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to such address as may be
designated for the receipt of such notice, with a copy to the Company. Until
further notice, it is agreed that the address of the Company, that of the
Advisor and that of the Sub-Advisor shall be 00 Xxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000.
13. 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 Acts. In addition, where the effect of a requirement of the 1940 Act
or the Advisers Act reflected in any provision of this 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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective duly authorized officers as of the
day and year first written above.
A I M ADVISORS, INC.
Attest:
By:
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Assistant Secretary President
(SEAL)
INVESCO GLOBAL ASSET MANAGEMENT LIMITED
Attest:
By:
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Assistant Secretary President
(SEAL)
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