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EXHIBIT 5(a)
AIM SERIES TRUST
INVESTMENT MANAGEMENT AND ADMINISTRATION CONTRACT
BETWEEN
AIM SERIES TRUST
AND
A I M ADVISORS, INC.
Contract made as of May 29, 1998, between AIM Series Trust, a Delaware
business trust ("Company), and A I M Advisors, Inc., a Delaware corporation (the
"Adviser").
WHEREAS the Company is registered under the Investment Company Act of
1940, as amended ("1940 Act"), as an open-end management investment company, and
intends to offer for public sale shares of AIM New Dimension Fund, a series of
the Company's shares of beneficial interest; and
WHEREAS the Company hereafter may establish additional series of its
shares of beneficial interest (any such additional series, together with the
series named in the paragraph immediately preceding, are collectively referred
to herein as the "Funds," and singly may be referred to as a "Fund"); and
WHEREAS the Company desires to retain Adviser as investment manager and
administrator to furnish certain investment advisory, portfolio management and
administration services to the Company and the Funds, 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 Company hereby appoints Adviser as investment manager and
administrator of each Fund 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) The Adviser will be responsible for the daily allocation and
periodic rebalancing of the Fund's assets among the investment companies in
which the Fund invests ("Underlying Funds"). Such allocation and rebalancing
shall be made in accordance with the Company's Registration Statement. The
Adviser will be responsible for placing all trades on behalf of the Fund. The
Adviser also will determine from time to time what other securities, if any,
will be purchased, retained or sold by the Fund and what cash, if any, will be
retained by the Fund.
(b) Adviser will oversee the maintenance of all books and records with
respect to the securities transactions of the Funds, and will furnish the Board
with such periodic and
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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 Company are the property of the Company,
agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act
any records which it maintains for the Company and which are required to be
maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender
promptly to the Company any records which it maintains for the Company upon
request by the Company.
3. Duties as Administrator. Adviser will administer the affairs of each Fund
subject to the supervision of the Board and the following understandings:
(a) Adviser will supervise all aspects of the operations of each 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 Funds.
(b) At Adviser's expense, Adviser will provide the Company and the
Funds with such corporate, administrative and clerical personnel (including
officers of the Company) 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 each Fund's prospectus,
statement of additional information, 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 Company and the Funds with, or obtain for
them, 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 Company 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.
5. Delegation of Adviser's Duties as Investment Manager and Administrator. With
respect to one or more of the Funds, 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
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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 Company, 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 Adviser shall bear all expenses
of the Fund (other than expenses reimbursed pursuant to the Fund's Rule 12b-1
plans of distribution and non-recurring and extraordinary expenses of the Fund)
until such time as the Fund enters into a special servicing or similar agreement
among the Company, the Adviser, AIM Investment Funds, Inc. and GT Global
Investor Services, Inc. ("Special Servicing Agreement"). Once the Company enters
into the Special Servicing Agreement, all expenses of the Fund (other than
expenses reimbursed pursuant to the Fund's Rule 12b-1 plans of distribution and
non-recurring and extraordinary expenses of the Fund) shall be paid for pursuant
to that agreement. Without limiting the generality of the foregoing, such
expenses include the following: (i) the cost (including brokerage commissions,
if any) of securities purchased or sold by the Fund and any losses incurred in
connection therewith; (ii) expenses of organizing the Fund; (iii) filing fees
and expenses relating to the registration and qualification of the Fund's shares
and the Company under federal and/or state securities law and maintaining such
registrations and qualifications; (iv) fees and salaries payable to the
Company's Trustees who are not parties to this Agreement or interested persons
of any such party ("Independent Trustees"); (v) all expenses incurred in
connection with the Independent Trustees' services, including travel expenses;
(vi) costs of any liability, uncollectible items of deposit and other insurance
and fidelity bonds; (vii) legal, accounting and auditing expenses, including
legal fees of special counsel for the Independent Trustees; (viii) charges of
custodians, transfer agents, pricing agents and other agents; (ix) costs of
preparing share certificates; (x) expenses of setting in type, printing and
mailing prospectuses and supplements thereto, statements of additional
information, reports and proxy materials for existing shareholders; (xi) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (xii) costs of mailing and tabulating
proxies and costs of meetings of shareholders, the Board and any committees
thereof; (xiii) the cost of investment company literature and other publications
provided by the Company to its Trustees and officers; and (xiv) costs of
mailing, stationery and communications equipment.
(b) During the term of this Contract, the Fund shall bear any non-recurring
and extraordinary expenses incurred in its operations. Such non-recurring and
extraordinary expenses include: (i) the fees and costs of actions, suits or
proceedings, and any penalties,
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damages or payments in settlement in connection therewith, for which the Company
and/or the Fund may be liable directly, or which they may incur as a result of
their legal obligation to provide indemnification to their officers, trustees
and agents; (ii) the fees and costs of any governmental investigation and any
fines or penalties in connection therewith; and (iii) any federal, state or
local tax, or related interest, penalties or additions to tax for which the
Company or the Fund may be liable.
(c) The payment or assumption by the Adviser of any expense of the Fund
prior to the effective date of the Special Servicing Agreement shall not
obligate the Adviser to pay or assume the same or any similar expense of the
Fund after the effective date of the Special Servicing Agreement.
8. Compensation. The Adviser will not be paid any special compensation for the
services provided by it hereunder. However, the Adviser may receive fees for
performing investment management and other services on behalf of the Underlying
Funds and may receive further fees from the Underlying Funds pursuant to the
Special Servicing Agreement.
9. Limitation of Liability of Adviser and Indemnification. Adviser shall not be
liable and each 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 or the Company 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 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 Company shall be deemed, when
rendering services to a Fund or the Company or acting with respect to any
business of a Fund or the Company, to be rendering such service to or acting
solely for the Fund or the Company 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 hereabove written,
provided that this Contract shall not take effect with respect to any 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 that 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 each 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
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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 that Fund.
(c) Notwithstanding the foregoing, with respect to any 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 Company.
Termination of this Contract with respect to one Fund shall not affect the
continued effectiveness of this Contract with respect to any other 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 Company shall have the non-exclusive right to use the
name "AIM" to designate any current or future series of shares only so long as
A I M Advisors, Inc. serves as investment manager or adviser to the Company with
respect to such series of shares.
14. Limitation of Shareholder Liability. It is expressly agreed that the
obligations of the Company hereunder shall not be binding upon any of the
Trustees, shareholders, nominees, officers, agents or employees of the Company
personally, but shall only bind the assets and property of the Funds, as
provided in the Company's Agreement and Declaration of Trust. The execution and
delivery of this Contract have been authorized by the Trustees of the Company
and shareholders of the Funds, and this Contract has been executed and delivered
by an authorized officer of the Company 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 Funds, as provided in the Company'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
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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 SERIES TRUST
By: /s/ XXXXXXX X. SILVER By: /s/ XXXXX X. XXX
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Name: Xxxxxxx X. Silver Name: Xxxxx X. Xxx
Title: Assistant Secretary Title: Vice President and Secretary
Attest: A I M ADVISORS, INC.
By: /s/ XXXXXXXX X. XXXXXXXX By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxx
Title: Assistant Secretary Title: Senior Vice President
