AIM CORE ALLOCATION PORTFOLIO SERIES
MASTER INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT is made this ____ day of _______ 2005, by and between
AIM Core Allocation Portfolio Series, a Delaware statutory trust (the "Trust"),
with respect to its series of shares shown on Schedule A attached hereto, as the
same may be amended from time to time, and A I M Advisors, Inc., a Delaware
corporation (the "Advisor").
RECITALS
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end, non-diversified management
investment company;
WHEREAS, the 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 Trust's Agreement and Declaration of Trust (the
"Declaration of Trust") authorizes the Board of Trustees of the Trust (the
"Board of Trustees") to create separate series of shares of beneficial interest
of the Trust, and as of the date of this Agreement, the Board of Trustees has
created two separate series (such series and any other series hereafter added to
the Trust being referred to collectively herein as the "Funds"); and
WHEREAS, the Trust and the Advisor desire to enter into an agreement to
provide for management and investment advisory services to the Funds 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 of which is
hereby acknowledged, the parties agree as follows:
1. Management Services. The Advisor shall provide to the Funds all
management and advisory services necessary for operation of the Funds or obtain
such management and advisory services for the Funds for the period and on the
terms set forth in this Agreement. The Trust shall pay the Advisor, out of the
assets of each Fund, as full compensation for all services rendered or obtained,
an annual fee equal to 0.23% of the average daily assets of such Fund, computed
in the manner used for the determination of the net asset value of shares of
such Fund.
2. Advisory Services. The Advisor shall act as investment advisor for
the Funds and shall, in such capacity, supervise all aspects of the Funds'
operations, including the investment and reinvestment of cash, securities or
other properties comprising the Funds' assets, subject at all times to the
policies and control of the Board of Trustees. The Advisor shall give the Trust
and the Funds the benefit of its best judgment, efforts and facilities in
rendering its services as investment advisor.
3. Investment Analysis and Implementation. In carrying out its
obligations under Section 2 hereof, the Advisor shall:
(a) supervise all aspects of the operations of the Funds;
(b) obtain and evaluate pertinent information about
significant developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy generally
or the Funds, and whether concerning the individual issuers whose
securities are included in the assets of the Funds or the activities in
which such issuers engage, or with respect to securities which the
Advisor considers desirable for inclusion in the Funds' assets;
(c) determine which issuers and securities shall be
represented in the Funds' investment portfolios and regularly report
thereon to the Board of Trustees;
(d) formulate and implement continuing programs for the
purchases and sales of the securities of such issuers and regularly
report thereon to the Board of Trustees; and
(e) take, on behalf of the Trust and the Funds, all actions
which appear to the Trust and the Funds necessary to carry into effect
such purchase and sale programs and supervisory functions as aforesaid,
including but not limited to the placing of orders for the purchase and
sale of securities for the Funds.
3. Securities Lending Duties. The Advisor agrees to provide the
following services in connection with the securities lending activities of each
Fund: (a) oversee participation in the securities lending program to ensure
compliance with all applicable regulatory and investment guidelines; (b) assist
the securities lending agent or principal (the "Agent") in determining which
specific securities are available for loan; (c) monitor the Agent to ensure that
securities loans are effected in accordance with the Advisor's instructions and
with procedures adopted by the Board of Trustees; (d) prepare appropriate
periodic reports for, and seek appropriate approvals from, the Board of Trustees
with respect to securities lending activities; (e) respond to Agent inquiries;
and (f) perform such other duties as necessary.
4. Broker-Dealer Relationships. The Advisor is responsible for
decisions to buy and sell securities for the Funds, broker-dealer selection, and
negotiation of brokerage commission rates.
(a) The Advisor's primary consideration in effecting a
security transaction will be to obtain the best execution.
(b) In selecting a broker-dealer to execute each particular
transaction, the Advisor will take the following into consideration:
the best net price available; the reliability, integrity and financial
condition of the broker-dealer; the size of and the difficulty in
executing the order; and the value of the expected contribution of the
broker-dealer to the investment performance of the Funds on a
continuing basis. Accordingly, the price to the Funds in any
transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified by other
aspects of the fund execution services offered.
(c) Subject to such policies as the Board of Trustees may from
time to time determine, the Advisor shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having
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caused the Funds to pay a broker or dealer that provides brokerage and
research services to the Advisor an amount of commission for effecting
a fund investment transaction in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction, if the Advisor determines in good faith that such amount
of commission was reasonable in relation to the value of the brokerage
and research services provided by such broker or dealer, viewed in
terms of either that particular transaction or the Advisor's overall
responsibilities with respect to a particular Fund, other Funds of the
Trust, and to other clients of the Advisor as to which the Advisor
exercises investment discretion. The Advisor is further authorized to
allocate the orders placed by it on behalf of the Funds to such brokers
and dealers who also provide research or statistical material, or other
services to the Funds, to the Advisor, or to any sub-advisor. Such
allocation shall be in such amounts and proportions as the Advisor
shall determine and the Advisor will report on said allocations
regularly to the Board of Trustees indicating the brokers to whom such
allocations have been made and the basis therefor.
(d) With respect to one or more Funds, to the extent the
Advisor does not delegate trading responsibility to one or more
sub-advisors, in making decisions regarding broker-dealer
relationships, the Advisor may take into consideration the
recommendations of any sub-advisor appointed to provide investment
research or advisory services in connection with the Funds, and may
take into consideration any research services provided to such
sub-advisor by broker-dealers.
(e) Subject to the other provisions of this Section 4, the
1940 Act, the Securities Exchange Act of 1934, and rules and
regulations thereunder, as such statutes, rules and regulations are
amended from time to time or are interpreted from time to time by the
staff of the SEC, any exemptive orders issued by the Securities and
Exchange Commission ("SEC"), and any other applicable provisions of
law, the Advisor may select brokers or dealers with which it or the
Funds are affiliated.
5. Administrative Services.
(a) Subject to the approval or consent of the Board of
Trustees, the Advisor shall provide or procure, at the Advisor's
expense, services to include the following:
(1) transfer agency, sub-accounting, recordkeeping,
underwriting and administrative services which are to be
provided by the Advisor or an affiliate of the Advisor under
separate transfer agency, underwriting and administrative
services agreements between the Fund and the Advisor or
affiliate;
(2) executive, statistical, administrative, internal
accounting and clerical services as may be required in the
judgment of the Boards of Trustees, including without
limitation, the maintenance and preparation of the Trust's
accounts and records, and the preparation of all requisite
trust documents such as tax returns and reports to the SEC and
Trust shareholders;
(3) such office space, equipment and facilities as
may be reasonably requested by the Trust from time to time;
and
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(4) services of independent public accountants, a
custodian, a depository, a dividend disbursing agent, a
dividend reinvestment agent, independent pricing services and
legal counsel for the Trust or for any Fund.
(b) Without limiting the foregoing, the Advisor shall pay on
behalf of the Trust:
(1) taxes, including franchise, income, issue and
transfer related to fund shares, business license, and other
fees payable by the Trust or any Fund to Federal, state,
county, city, or other governmental agents;
(2) fees and expenses involved in maintaining the
registration and qualification of the Trust and of its shares
under laws administered by the SEC or under other applicable
regulatory requirements, including the preparation and
printing of prospectuses and statements of additional
information;
(3) compensation and expenses of the trustees of the
Trust;
(4) costs of printing and distributing reports,
notices of shareholders' meetings, proxy statements, dividend
notices, prospectuses, statements of additional information
and other communications to the Trust's shareholders, as well
as all expenses of shareholders' meetings and trustees'
meetings;
(5) all costs, fees or other expenses arising in
connection with the organization and filing of the Trust's
Certificate of Trust including its initial registration and
qualification under the 1940 Act and under the Securities Act
of 1933, as amended, the initial determination of its tax
status and any rulings obtained for this purpose, the initial
registration and qualification of its securities under the
laws of any State and the approval of the Trust's operations
by any other Federal or State authority;
(6) the expenses of repurchasing and redeeming shares
of the Trust;
(7) insurance premiums;
(8) the expenses, including fees and disbursements of
counsel, in connection with ordinary litigation by or against
the Trust and any Fund; and
(9) premiums for the fidelity bond maintained by the
Trust pursuant to Section 17(g) of the 1940 Act and rules
promulgated thereunder.
(c) Except to the extent required by law to be paid by the
Advisor, the Trust shall pay the following costs and expenses:
(1) all brokers' commissions, issue and transfer
taxes, foreign taxes and other costs chargeable to the Trust
or any Fund in connection with securities transactions to
which the Trust or any Fund is a party or in connection with
securities owned by the Trust or any Fund;
(2) costs, including interest expense, of borrowing
money; and
(3) extraordinary litigation costs authorized by the
Board of Trustees.
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6. Delegation of Responsibilities. The Advisor is authorized to
delegate any or all of its rights, duties and obligations under this Agreement
to one or more sub-advisors, affiliates or other service providers and may enter
into agreements with sub-advisors and service providers, and may replace any
such sub-advisors and service providers from time to time in its discretion, in
accordance with the 1940 Act, the Advisers Act, and rules and regulations
thereunder, as such statutes, rules and regulations are amended from time to
time or are interpreted from time to time by the staff of the SEC, and if
applicable, exemptive orders or similar relief granted by the SEC and upon
receipt of approval of such sub-advisors by the Board of Trustees and by
shareholders (unless any such approval is not required by such statutes, rules,
regulations, interpretations, orders or similar relief).
7. Independent Contractors. The Advisor and any sub-advisors and other
service providers shall for all purposes herein be deemed to be independent
contractors and shall, unless otherwise expressly provided or authorized, have
no authority to act for or represent the Trust in any way or otherwise be deemed
to be an agent of the Trust.
8. Control by Board of Trustees. Any investment program undertaken by
the Advisor pursuant to this Agreement, as well as any other activities
undertaken by the Advisor on behalf of the Funds, shall at all times be subject
to any directives of the Board of Trustees.
9. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the 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 Trust,
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 Declaration of Trust, as the same
may be amended from time to time;
(d) the provisions of the by-laws of the Trust, as the same
may be amended from time to time; and
(e) any other applicable provisions of state, federal or
foreign law.
10. Services to Other Companies or Accounts. The Trust understands that
the Advisor now acts, will continue to act and may act in the future as
investment manager or advisor to fiduciary and other managed accounts, and as
investment manager or advisor to other investment companies, including any
offshore entities, or accounts, and the Trust has no objection to the Advisor so
acting, provided that whenever the Trust and one or more other investment
companies or accounts managed or advised by the Advisor have available funds for
investment, investments suitable and appropriate for each will be allocated in
accordance with a formula believed to be equitable to each company and account.
The Trust recognizes that in some cases this procedure may adversely affect the
size of the positions obtainable and the prices realized for the Funds.
11. Non-Exclusivity. The Trust understands that the persons employed by
the Advisor to assist in the performance of the Advisor's duties under this
Agreement will not devote
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their full time to such service and nothing contained in this Agreement shall be
deemed to limit or restrict the right of the Advisor or any affiliate of the
Advisor to engage in and devote time and attention to other businesses or to
render services of whatever kind or nature. The Trust further understands and
agrees that officers or directors of the Advisor may serve as officers or
trustees of the Trust, and that officers or trustees of the Trust may serve as
officers or directors of the Advisor to the extent permitted by law; and that
the officers and directors of the 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.
12. Effective Date, Term and Approval. This Agreement shall become
effective with respect to a Fund, if approved by the shareholders of such Fund,
on the Effective Date for such Fund, as set forth in Appendix A attached hereto.
If so approved, this Agreement shall thereafter continue in force and effect
until ________, 2006, 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 Board of Trustees or (ii) by the vote of "a
majority of the outstanding voting securities" of such Fund (as defined
in Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the trustees 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 trustees
of the Trust), by votes cast in person at a meeting specifically called
for such purpose.
13. Termination. This Agreement may be terminated as to the Trust or as
to any one or more of the Funds at any time, without the payment of any penalty,
by vote of the Board of Trustees or by vote of a majority of the outstanding
voting securities of the applicable Fund, or by the Advisor, on sixty (60) days'
written notice to the other party. The notice provided for herein may be waived
by the party entitled to receipt thereof. 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 1940 Act.
14. Amendment. No amendment of this Agreement shall be effective unless
it is in writing and signed by the party against which enforcement of the
amendment is sought.
15. Liability of Advisor and Fund. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations or
duties hereunder on the part of the Advisor or any of its officers, directors or
employees, the Advisor shall not be subject to liability to the Trust or to the
Funds or to any shareholder of the Funds 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. Any liability of
the Advisor to one Fund shall not automatically impart liability on the part of
the Advisor to any other Fund. No Fund shall be liable for the obligations of
any other Fund.
16. Liability of Shareholders. Notice is hereby given that, as provided
by applicable law, the obligations of or arising out of this Agreement are not
binding upon any of the shareholders of the Trust individually but are binding
only upon the assets and property of the Trust and that the shareholders shall
be entitled, to the fullest extent permitted by applicable law, to the same
limitation on personal liability as shareholders of private corporations for
profit.
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17. Notices. Any notices under this Agreement shall be in 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 that of the Advisor shall be 00 Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000-0000.
18. 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 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 Agreement 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.
Subject to the foregoing, this Agreement shall be governed by and construed in
accordance with the laws (without reference to conflicts of law provisions) of
the State of Texas.
19. License Agreement. The Trust 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 advisor to the
Trust with respect to such series of shares.
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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.
AIM Core Allocation Portfolio Series
(a Delaware statutory trust)
Attest:
By:
--------------------------------- ---------------------------------
Assistant Secretary Senior Vice President
(SEAL)
Attest: A I M Advisors, Inc.
(a Delaware corporation)
By:
--------------------------------- ---------------------------------
Assistant Secretary Senior Vice President
(SEAL)
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SCHEDULE A
FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT
------------ ------------------------------------
Series C _________, 2005
Series M _________, 2005
B-1
