SUB-ITEM 77Q1(e)
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This contract is made as of November 25, 2003, between A I M Advisors,
Inc. hereinafter "Adviser," 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000,
and INVESCO Institutional (N.A.), Inc. "Sub-Adviser," 0000 Xxxxxxxxx Xxxxxx,
X.X., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000.
WHEREAS:
A) Adviser has entered into an investment advisory agreement with
AIM Counselor Series Trust (hereinafter "Trust"), 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
Investment Advisers Act of 1940 ("Advisers Act") 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 herein. 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 Trust's Board of Trustees
("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 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 Agreement and Declaration
of Trust, By-Laws and Registration Statement of the Trust 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
Trustee, officer or employee of the Trust, 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.
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.
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6. Fee Waivers and Expense Limitations. If, for any fiscal year of the
Trust, 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
Trust 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 Trustee, officer, employee or agent of
the Trust, shall be deemed, when rendering services to a Fund or the Trust or
acting with respect to any business of a Fund or the Trust to be rendering such
service to or acting solely for the Fund or the Trust 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 Trustees who are not parties to this
Contract or "interested persons" (as defined in the 0000 Xxx) of a
party to this Contract, other than as Board members ("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, when required by the 0000 Xxx.
(b) Unless sooner terminated as provided herein, this Contract
shall continue in force and effect until June 30, 2005. 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 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, (i) 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 (ii) by the Adviser on sixty days' written
notice to Sub-Adviser; or (iii) by the Sub-Adviser on sixty days'
written notice to the Trust. 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
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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 Trust and 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 0000 Xxxxxxxxx Xxxxxx,
X.X., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000.
11. Governing Law. This Contract shall be construed in accordance with
the laws of the State of Texas and the 1940 Act. To the extent that the
applicable laws of the State of Texas conflict with the applicable provisions
of the 1940 Act, the latter shall control.
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
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 ("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.
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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 INSTITUTIONAL (N.A.), INC.
Adviser Sub-adviser
By: /s/ Xxxx X. Xxxxxxxxxx By: Xxxxxxx X'Xxxx-Xxxxxxx
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Name: Xxxx X. Xxxxxxxxxx Name: Xxxxxxx X'Xxxx-Xxxxxxx
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Title: President Title: Secretary
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EXHIBIT A
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
FUND
INVESCO Advantage Health Sciences Fund
INVESCO Multi-Sector Fund
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