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EXHIBIT d(7)
AIM V.I. DENT DEMOGRAPHIC TRENDS FUND
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made and entered into this 29th day of
December, 1999, 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 V.I. Dent Demographic Trends Fund (the "Fund") is a series
of AIM Variable Insurance Funds, Inc. (the "Company"), a Maryland corporation
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, and
engages in the business of acting as an investment adviser;
WHEREAS, the Adviser expects to enter into an investment advisory
agreement with the Fund (the "Investment Advisory Agreement") pursuant to which
the Adviser will act 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 Directors 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.
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Dent, Jr. ("Xx. Xxxx") concerning industry and sector 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 Directors of the Company
upon request by the Board.
(e) Making Xx. Xxxx available to speak at promotional meetings on 25
days 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 promotional activities not
requiring travel.
3. Control by Board of Directors. 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
Directors 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 corporate charter and by-laws of the Fund, as
the same may be amended from time to time; and
(d) any other applicable provisions of state or federal law.
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5. Compensation. The Adviser shall pay the Sub-Adviser, as
compensation for services rendered hereunder, an amount per annum based
upon the net asset value of the Fund as follows:
Assets Basis Points
------ ------------
Up to $1 billion ................................. 13
Over $1 billion to and including $2 billion ...... 10
Over $2 billion .................................. 7
The Adviser will begin payment of such fees when the net asset value of
the Fund has reached $50 million, and the fee will be paid on a monthly basis
thereafter.
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 l7j-1 under the 1940 Act and that they
shall not engage in any conduct or practice prohibited by said Rule.
9. Term and Approval. This Agreement shall become effective if
approved by the shareholders of the Fund, and if so approved, this
Agreement shall thereafter continue in force and effect until June 30,
2001, 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 Directors.
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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 Directors or by vote of a majority of the Fund's
outstanding voting securities.
(ii) The Sub-Adviser may terminate this Agreement if the Fund does
not commence a public offering of its shares on or before December 31,
1999.
(iii) By either party in the event that certain Servicemark License
Agreement of even date herewith between Xxxxx X. Xxxx, Xx. and A I M
Management Group Inc. is terminated or expires.
(iv) 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., X.X. 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,
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regulation or order. Texas law shall apply to all matters of
construction or interpretation of this Agreement not addressed by the
1940 Act or Advisers Act.
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 the Adviser, provided that if the Sub-Adviser objects
to the Adviser's arbitrator, each of the Adviser and the Sub-Adviser 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.
(c) The award rendered by the arbitrators shall be final, and judgement
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 attorneys 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.
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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/ XXXXX X. XXXXXX By: /s/ [ILLEGIBLE]
--------------------------------- -------------------------------
Assistant Secretary President
(SEAL)
Attest: X.X. Xxxx Advisors, Inc.
/s/ XXXXX X. XXXXXXX By: /s/ [ILLEGIBLE]
--------------------------------- -------------------------------
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.
