SUB-ITEM 77Q1(e)
AIM DENT DEMOGRAPHIC TRENDS FUND
AMENDED AND RESTATED
SUB-ADVISORY AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is made and entered into this
1st_day of July, 2004, by and between A I M Advisors, Inc., a Delaware
corporation (the "Adviser"), and X.X. Xxxx Advisors, Inc., a Delaware
corporation (the "Sub-Adviser").
RECITALS
WHEREAS, AIM Dent Demographic Trends Fund (the "Fund") is a series of
AIM Equity Funds (the "Trust"), a Delaware statutory trust registered under the
Investment Company Act of 1940, as amended (the "1940 Act") as an open-end,
diversified management investment company;
WHEREAS, the Adviser is registered under the Investment Advisers Act
of 1940, as amended (the "Advisers Act"), as an investment adviser and engages
in the business of acting as an investment adviser;
WHEREAS, the Sub-Adviser is also registered under the Advisers Act as
an investment adviser and engages in the business of acting as an investment
adviser;
WHEREAS, the Adviser has entered into an investment advisory agreement
with the Fund (the "Investment Advisory Agreement") pursuant to which the
Adviser acts as investment adviser with respect to the Fund; and
WHEREAS, the Adviser wishes to retain the Sub-Adviser for purposes of
rendering advisory services to the Adviser in connection with the Fund 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-Adviser. The Adviser hereby appoints the
Sub-Adviser to render investment research and advisory services to the
Adviser with respect to the Fund under the supervision of the Adviser,
and the Sub-Adviser hereby accepts such appointment, all subject to
the terms and conditions contained herein. The Sub-Adviser shall use
its best judgment, efforts and facilities in rendering its services as
investment adviser.
2. Advisory Services. The duties of the Sub-Adviser shall be limited to
the following:
(a) Rendering investment research and advisory services to the
Adviser with respect to the Fund, under the supervision of
the Adviser and subject to the approval and direction of the
Board of Trustees of the Fund;
(b) Analyzing and recommending appropriate industry and sector
allocations and weightings for the Fund's investment
portfolio, in accordance with the philosophies of Xxxxx X.
Xxxx, Xx. ("Xx. Xxxx") concerning industry and sector
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allocations based on demographic principles. The duties of
the Sub-Adviser shall not include selection of specific
securities within the recommended industry or sectors for
purchase or sale.
(c) Providing, on a monthly basis, recommendations of the
appropriate industry and sector allocations and weightings
for the Fund. The Sub-Adviser, at its sole and absolute
discretion, may elect to make such recommendations more
frequently based on market conditions. The Sub-Adviser shall
make Xx. Xxxx available for discussions with respect to
industry and sector allocations and weightings of the Fund
upon reasonable request by the Adviser.
(d) Providing written materials concerning industry and sector
allocations and weightings for the Fund to the Board of
Trustees of the Trust upon request by the Board of Trustees.
(e) Making Xx. Xxxx available to speak at informational meetings
regarding the Fund selected by mutual agreement of the
Adviser and Sub-Adviser. Xx. Xxxx may agree, at his sole
discretion, to appear at more than one meeting on any day
upon request by the Adviser.
(f) Making Xx. Xxxx available, upon request by the Adviser and
subject to Xx. Xxxx'x availability, for telephone conference
calls intended to educate persons involved in distribution of
the Fund's shares on the investment principles of the Fund
and for other educational and informational activities not
requiring travel.
3. Control by Board of Trustees. Any investment program recommended by
the Sub-Adviser pursuant to this Agreement, as well as any other
activities undertaken by the Sub-Adviser with respect to the Fund,
shall at all times be subject to any directives of the Board of
Trustees of the Fund.
4. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Sub-Adviser shall at all times
conform to:
(a) all applicable provisions of the 1940 Act and Advisers Act
and any rules and regulations adopted thereunder;
(b) the provisions of the registration statement of the Fund, 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 declaration of trust and by-laws of the
Fund, as the same may be amended from time to time; and
(d) any other applicable provisions of state and federal law.
5. Compensation. The Adviser shall pay the Sub-Adviser, as compensation
for services rendered hereunder, an annual fee of 6.49% of the net
management fee paid to AIM Advisors with respect to the Fund; however,
no sub-advisory fee shall be due with respect to the Fund if the net
assets of such Fund fall below $50 million. The fee will be paid on a
monthly basis.
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6. Expenses of the Fund. All of the ordinary business expenses incurred
in the operations of the Fund and the offering of its shares shall be
borne by the Fund unless specifically provided otherwise in this
Agreement. These expenses borne by the Fund include but are not
limited to brokerage commissions, taxes, legal, auditing, 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 Fund in connection with membership in investment company
organizations and the cost of printing copies of prospectuses and
statements of additional information distributed to the Fund's
shareholders.
7. Exclusivity. Sub-Adviser shall not render investment advice or similar
services directly or indirectly to any investment company that offers
or has offered its shares for sale in a public offering, other than
(i) the Fund and other investment companies that are advised or
distributed by A I M Management Group Inc. or its affiliates and (ii)
unit investment trusts identified on Exhibit A to this Agreement. It
is understood and agreed that Exhibit A may be amended from time to
time by mutual agreement of the Adviser and Sub-Adviser and that
officers or directors of the Sub-Adviser are not prohibited from
engaging in any other business activity or from rendering any other
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 so long as such activity or service is
unrelated to the rendering of investment advice to investment
companies that offer or have offered their shares for sale in a public
offering.
8. Trading Practices. The Adviser and Sub-Adviser each agree to comply
with the requirement of Rule 17j-l under the 1940 Act and that they
shall not engage in any conduct or practice prohibited by said Rule.
9. Term. This Agreement shall continue in force and effect for one (1)
year and may be continued from year to year thereafter, provided that
the continuation of the Agreement is specifically approved at least
annually by the Fund's Board of Trustees in accordance with the 1940
Act.
10. Termination.
(a) 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
0000 Xxx.
(b) This Agreement may be terminated as follows:
(i) At any time, without the payment of any penalty, by the
vote of the Fund's Board of Trustees or by vote of a
majority of the Fund's outstanding voting securities.
(ii) By either party in the event that the Servicemark
License Agreement of even date herewith between
Xxxxx X. Xxxx, Xx. and A I M Management Group Inc.
is terminated or expires.
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(iii) By either party upon the occurrence of a material
breach of the terms of the Agreement by the other party
that remains uncured for a period of 30 days after
notice thereof is given by the terminating party.
(c) The party electing to terminate the Agreement under paragraph
10(b) must provide 60 days' prior written notice to the other
party and to the Fund of such election. The notice provided for
herein may be waived by either party.
11. Liability of Sub-Adviser. In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Adviser or any of its officers,
directors or employees, the Sub-Adviser shall not be subject to
liability to the Adviser 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.
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 Fund.
Until further notice, it is agreed that the address of the Fund and
that of the Adviser shall be Eleven Xxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000 and that of the Sub-Adviser shall be X.X. Xxxx
Advisors, Inc., P. O. Xxx 000, Xxxx Xxxxx, XX 00000.
13. Questions of Interpretation; Applicable Law. 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 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.
14. Dispute Resolution. All claims, disputes and other matters in question
between the parties to this Agreement, arising out of or relating to
this Agreement or the breach thereof, shall be decided by arbitration
in accordance with the rules of the American Arbitration Association
then in effect unless the parties mutually agree otherwise.
(a) Any such claim, dispute or other matter shall be submitted to
one arbitrator designated by Licensor, provided that if
Licensee objects to Licensor's arbitrator, each of Licensor
and Licensee will designate an arbitrator who will jointly
designate a third arbitrator and the matter shall be
submitted to all three arbitrators for decision; otherwise
one arbitrator shall be used. This agreement to arbitrate
shall be specifically enforceable under the prevailing
arbitration law.
(b) Notice of the demand for arbitration shall be filed in
writing with the other party to this Agreement and with the
American Arbitration Association. The demand shall be made
within a reasonable time after the claim, dispute or other
matter in question has arisen. In no event shall the demand
for arbitration be made after the date when institution of
legal or equitable proceedings based on such claim, dispute
or other matter in question would be barred by the applicable
statute of limitations.
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(c) The award rendered by the arbitrators shall be final, and
judgment may be entered upon it in accordance with applicable
law in any court having jurisdiction thereof. The prevailing
party in any arbitration under this Agreement shall be
awarded its reasonable attorney's fees and costs associated
with the arbitration.
(d) The location for settlement for any and all claims,
controversies or disputes arising out of or relating to this
Agreement or any breach thereof when decided by arbitration
shall be in Houston, Texas.
15. Servicemark License and Marketing Agreement. The Fund shall have the
non-exclusive right to use the name "Dent" pursuant to the terms of
the Servicemark License and Marketing Agreement dated the date hereof
only so long as X.X. Xxxx Advisors, Inc. serves as Sub-adviser to the
Fund.
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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.
A I M Advisors, Inc.
Attest:
/s/ Xxxx Xxxx By: /s/ Xxxx X. Xxxxxxxxxx
-------------------------------------- -------------------------------
Assistant Secretary President
(SEAL)
X.X. Xxxx Advisors, Inc.
Attest:
/s/ Xxxx Xxxx By: /s/ Xxxxx X. Xxxx
-------------------------------------- -------------------------------
Assistant Secretary President
(SEAL)
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EXHIBIT A
PERMITTED INVESTMENT COMPANY ADVISORY CLIENTS
Name of Company Sponsor
--------------- -------
Roaring 2000's Unit Investment Trusts Xxx Xxxxxx Funds, Inc.
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