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EXHIBIT (5)(b)(2)
AIM INTERNATIONAL FUNDS, INC.
(AIM EUROPEAN DEVELOPMENT FUND)
SUB-SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made as of this 1st day of November, 1997, by and
between INVESCO Global Asset Management Limited, a Bermuda corporation (the
"Sub-Advisor") and INVESCO Asset Management Limited (the "Sub-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 Sub-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 Sub-Sub-Advisor is registered under 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 six series of shares representing interests in
six investment portfolios: AIM Asian Growth Fund, AIM European Development
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 Sub-Advisor has entered into a Master Sub-Advisory
Agreement dated November 1, 1997 (the "Sub-Advisory Agreement") with A I M
Advisors, Inc. (the "Advisor"), the investment advisor to the Company, pursuant
to which the Sub-Advisor shall act as investment Sub-Advisor with respect to
the AIM Asian Growth Fund and the AIM European Development Fund; and
WHEREAS, pursuant to Section 3 ("Delegation of Responsibilities") of
the Investment Sub-Advisory Agreement, the Sub-Advisor wishes to retain the
Sub-Sub-Advisor for purposes of rendering investment research and advisory
services to the Sub-Advisor in connection with the AIM European Development
Fund (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-Sub-Advisor. The Sub-Advisor hereby
appoints the Sub-Sub-Advisor to render investment research and advisory
services to the Sub-Advisor with respect to the
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Fund, under the supervision of the Sub-Advisor and subject to the approval and
direction of the Company's Board of Directors, and the Sub-Sub-Advisor hereby
accepts such appointment, all subject to the terms and conditions contained
herein.
2. Duties of Sub-Sub-Advisor.
(a) The Sub-Sub-Advisor shall provide the Sub-Advisor
with such economic research and securities analyses as the Sub-Advisor may from
time to time consider necessary or advisable in connection with the
Sub-Advisor's performance of its duties under the Sub-Advisory Agreement. The
Sub-Sub-Advisor shall continually review the Fund's assets and investments,
shall consult with the Sub-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-Sub-Advisor have (1) any
responsibility for, or control over, final investment decisions for the Fund,
(2) authority to order or direct the execution of securities transactions on
behalf of the Fund, or (3) authority to vote or to exercise any rights
pertaining to the Fund's investments. 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-Sub-Advisor pursuant to this Agreement, as well as any
other activities undertaken by the Sub-Sub-Advisor with respect to the Fund,
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-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 Sub-Advisor shall pay to the
Sub-Sub-Advisor, as compensation for services rendered hereunder to the Fund,
an annual fee, payable monthly, equal to 100% of the fee received by the
Sub-Advisor with respect to such Fund.
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6. Sub-Sub-Advisor's Expenses. The Sub-Sub-Advisor shall
furnish at its own expense all administrative services, office space, equipment
and facilities, investment advisory, statistical and research services, and
executive, supervisory and clerical 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-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-Sub-Advisor shall reimburse the
Sub-Advisor that proportion of such reimbursement payments which the
Sub-Sub-Advisory fee hereunder bears to the Sub-Advisory fee under the
Agreement.
8. Non-Exclusivity. The services of the Sub-Sub-Advisor to the
Sub-Advisor with respect to the Company and the Fund are not deemed to be
exclusive, and the Sub-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-Sub-Advisor may serve as officers or
directors of the Sub-Advisor, Advisor or of the Company, and that officers or
directors of the Sub-Advisor, Advisor or of the Company may serve as officers
or directors of the Sub-Sub-Advisor to the extent permitted by law; and that
the officers and directors of the Sub-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 the Fund if approved by the shareholders of such Fund, and if so
approved, this Agreement shall thereafter continue in force and effect until
November 1, 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 the
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 the Fund's outstanding voting
securities, or by the Sub-Advisor, or by the Sub-Sub-Advisor on sixty (60)
days' written notice to the Sub-Advisor and to the Company. The notice
provided for herein may be waived by either party. This Agreement shall
automatically terminate in the event of any of the following: (i) termination
of the Master Investment Advisory Agreement with the Advisor; (ii) termination
of the Sub-Advisory Agreement; or (ii) assignment of the Agreement, the term
"assignment" for purposes of this paragraph having the meaning defined in
Section 2(a)(4) of the 1940 Act.
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11. Liability of Sub-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-Sub-Advisor or any of its officers,
directors or employees, the Sub-Sub-Advisor shall not be subject to liability
to the Sub-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.
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 shall be as
follows:
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attn.: Xxxxxx X. Xxxxxx
Until further notice, it is agreed that the address of the Sub-Advisor shall be
as follows:
Xxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxxxx, XX00 Xxxxxxx
Attn:
Until further notice, it is agreed that the address of the Sub-Sub-Advisor
shall be as follows:
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X0XX
Attn:
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.
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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.
INVESCO GLOBAL ASSET MANAGEMENT LIMITED
Attest:
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
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Title: Director Title: Chairman
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(SEAL)
INVESCO ASSET MANAGEMENT LIMITED
Attest:
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
----------------------------------- ------------------------------------
Title: Secretary Title: Chief Executive
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(SEAL)
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