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EXHIBIT d(6)
AIM VARIABLE INSURANCE FUNDS, INC.
FORM OF SUB-ADVISORY AGREEMENT
This contract is made as of this day of , , between
A I M Advisors, Inc., hereinafter "Adviser" (11 Xxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000) and INVESCO Asset Management Limited, hereinafter "Sub-
Adviser" (11 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx, XX0 X0XX).
WHEREAS:
A) Adviser has entered into an investment advisory agreement with AIM
Variable Insurance Funds, Inc. (hereinafter "Company"), an open-end
management investment company registered under the Investment Company Act
of 1940, as amended (the "1940 Act"), with respect to the funds set forth
in Exhibit A attached hereto (each a "Fund");
B) Sub-Adviser represents that it is licensed under the (relevant law)
as an investment adviser and engages in the business of acting as an
investment adviser;
C) Adviser is authorized to delegate certain, any or all of its
rights, duties and obligations under investment advisory agreements to
sub-advisers, including sub-advisers that are affiliated with Adviser.
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. Adviser hereby appoints Sub-Adviser as Sub-Adviser of each
Fund for the period and on the terms set forth in the attachments hereto.
Sub-Adviser accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
2. Duties as Sub-Adviser.
(a) Subject to the supervision of the Company's Board of Directors
("Board") and Adviser, the Sub-Adviser will provide a continuous investment
program for each Fund, including investment research and management, with
respect to all or a portion of the securities and investments and cash
equivalents of the Fund (the "Sub-Advised Assets"), such Sub-Advised Assets
to be determined by the Adviser. The Sub-Adviser will determine from time
to time what securities and other investments will be purchased, retained
or sold with respect to the Sub-Advised Assets of each Fund, and the
brokers and dealers through whom trades will be executed.
(b) The Sub-Adviser agrees that, in placing orders with brokers and
dealers, it will attempt to obtain the best net result in terms of price
and execution. Consistent with this obligation, the Sub-Adviser may, in its
discretion, purchase and sell portfolio securities from and to brokers and
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dealers who sell shares of the Funds or provide the Funds, Adviser's other
clients, or Sub-Adviser's other clients with research, analysis, advice and
similar services. The Sub-Adviser may pay to brokers and dealers, in return
for such research and analysis, a higher commission or spread than may be
charged by other brokers and dealers, subject to the Sub-Adviser
determining in good faith that such commission or spread is reasonable in
terms either of the particular transaction or of the overall responsibility
of the Adviser and the Sub-Adviser to the Funds and their other clients and
that the total commissions or spreads paid by each Fund will be reasonable
in relation to the benefits to the Fund over the long term. In no instance
will portfolio securities be purchased from or sold to the Sub-Adviser, or
any affiliated person thereof, except in accordance with the applicable
securities laws and the rules and regulations thereunder and any exemptive
orders currently in effect. Whenever the Sub-Adviser simultaneously places
orders to purchase or sell the same security on behalf of a Fund and one or
more other accounts advised by the Sub-Adviser, such orders will be
allocated as to price and amount among all such accounts in a manner
believed to be equitable to each account.
(c) The Sub-Adviser will maintain all required books and records with
respect to the securities transactions of the Funds, and will furnish the
Board and Adviser with such periodic and special reports as the Board or
Adviser reasonably may request. Sub-Adviser hereby agrees that all records
which it maintains for the Adviser are the property of the Adviser, and
agrees to preserve for the periods prescribed by applicable law any records
which it maintains for the Adviser and which are required to be maintained,
and further agrees to surrender promptly to the Adviser any records which
it maintains for the Adviser upon request by the Adviser.
3. Further Duties. In all matters relating to the performance of this
Contract, Sub-Adviser will act in conformity with the Articles of Incorporation,
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, regulations, exemptive orders and no-action positions thereunder, and
all other applicable laws and regulations. Sub-Adviser shall maintain compliance
procedures for the Funds that it and the Adviser reasonably believe are adequate
to ensure compliance with the 1940 Act and the investment objective(s) and
policies as stated in the prospectuses and statements of additional information.
4. Services Not Exclusive. The services furnished by Sub-Adviser hereunder
are not to be deemed exclusive and Sub-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 Sub-Adviser, who may also be a Director,
officer or employee of the Company, to engage in any other business or to devote
his or
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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.
5. Compensation.
(a) For the services provided to a Fund under this Contract, Adviser
will pay Sub-Adviser a fee, computed daily and paid monthly, at the rate of
40% of the Adviser's compensation on the Sub-Advised Assets per year, on or
before the last business day of the next succeeding calendar month.
(b) If this Contract becomes effective or terminates before the end of
any month, the fee for the period from the effective date to the end of the
month or from the beginning of such month to the date of termination, as
the case may be, shall be prorated according to the proportion which such
period bears to the full month in which such effectiveness or termination
occurs.
6. Fee Waivers and Expense Limitations. 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 Adviser is reduced because of contractual or voluntary
fee waivers or expense limitations by the Adviser, the fee payable hereunder to
the Sub-Adviser shall be reduced proportionately; and to the extent that the
Adviser reimburses the Fund as a result of such expense limitations, the
Sub-Adviser shall reimburse the Adviser that proportion of such reimbursement
payments which the sub-advisory fee hereunder bears to the advisory fee under
this Contract.
7. Limitation of Liability of Sub-Adviser and Indemnification. Sub-Adviser
shall not be liable 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
Sub-Adviser in the performance by Sub-Adviser of its duties or from reckless
disregard by Sub-Adviser of its obligations and duties under this Contract. Any
person, even though also an officer, partner, employee, or agent of Sub-Adviser,
who may be or become a Director, officer, 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 Sub-Adviser even
though paid by it.
8. 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 Directors who are not parties to this Contract or
"interested
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persons" (as defined in the 0000 Xxx) of a party to this Contract, other
than as Board members ("Independent Directors"), 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, when required
by the 0000 Xxx.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in force and effect until June 30, 2001. 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 Directors, cast in person at
a meeting 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 Sub-Adviser or by
Sub-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.
9. Amendment. 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, when required by the 1940 Act, no amendment of this
Contract shall be effective until approved by vote of a majority of the Fund's
outstanding voting securities.
10. Notices. Any notices under this Contract shall be writing, addressed
and delivered, telecopied or mailed postage paid, to the other party entitled to
receipt thereof at such address as such 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 Adviser shall be 00 Xxxxxxxx Xxxxx, Xxxxx
000, Xxxxxxx, Xxxxx 00000. Until further notice to the other party, it is agreed
that the address of the Sub-Adviser shall be 00 Xxxxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxx, XX0 X0XX.
11. Governing Law. This Contract shall be construed in accordance with the
laws of the State of Maryland and the 1940 Act. To the extent that the
applicable laws of the State of Maryland conflict with the applicable provisions
of the 1940 Act, the latter shall control.
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12. Miscellaneous. The captions in this Contract are included for
convenience of reference only and in no way define or delimit 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. Any question of
interpretation of any term or provision of this Contract having a counterpart in
or otherwise derived from a term or provision of the 1940 Act or the Investment
Advisers Act of 1940 ("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
SEC 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 Contract
is revised by rule, regulation or order of the SEC, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
A I M ADVISORS, INC. INVESCO ASSET
MANAGEMENT LIMITED
By: By:
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Name: Name:
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Its: Its:
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EXHIBIT A
TO
AIM VARIABLE INSURANCE FUNDS, INC.
SUB-ADVISORY AGREEMENT
AIM V.I. Global Growth and Income Fund
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