AIM DENT DEMOGRAPHIC TRENDS FUND
AMENDED AND RESTATED
SUB-ADVISORY AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is made and entered into this 1st_day
of July, 2004, 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 Dent Demographic Trends Fund (the "Fund") is a series of AIM
Equity Funds (the "Trust"), a Delaware statutory trust 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 as an
investment adviser and engages in the business of acting as an investment
adviser;
WHEREAS, the Adviser has entered into an investment advisory agreement
with the Fund (the "Investment Advisory Agreement") pursuant to which the
Adviser acts 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 Trustees 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. Xxxx, Xx. ("Xx. Xxxx")
concerning industry and sector
1
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 Trustees of
the Trust upon request by the Board of Trustees.
(e) Making Xx. Xxxx available to speak at informational meetings
regarding the Fund 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
informational activities not requiring travel.
3. Control by Board of Trustees. 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 Trustees 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 declaration of trust and by-laws of the Fund,
as the same may be amended from time to time; and
(d) any other applicable provisions of state and federal law.
5. Compensation. The Adviser shall pay the Sub-Adviser, as compensation for
services rendered hereunder, an annual fee of 6.49% of the net management fee
paid to AIM Advisors with respect to the Fund; however, no sub-advisory fee
shall be due with respect to the Fund if the net assets of such Fund fall below
$50 million. The fee will be paid on a monthly basis.
2
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 17j-l under the 1940 Act and that they shall not
engage in any conduct or practice prohibited by said Rule.
9. Term. This Agreement shall continue in force and effect for one (1) year
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 Trustees in accordance with the 1940 Act.
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 Trustees or by vote of a majority of
the Fund's outstanding voting securities.
(ii) By either party in the event that the Servicemark License
Agreement of even date herewith between Xxxxx X. Xxxx, Xx. and
A I M Management Group Inc. is terminated or expires.
3
(iii) 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., P. O. 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,
regulation or order.
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 Licensor, provided that if Licensee objects
to Licensor's arbitrator, each of Licensor and Licensee 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
4
limitations.
(c) The award rendered by the arbitrators shall be final, and judgment
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
attorney's 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.
15. Servicemark License and Marketing Agreement. The Fund shall have the
non-exclusive right to use the name "Dent" pursuant to the terms of the
Servicemark License and Marketing Agreement dated the date hereof only so
long as X.X. Xxxx Advisors, Inc. serves as Sub-adviser to the Fund.
5
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/ Xxxx X. Xxxx By: /s/ Xxxx X. Xxxxxxxxxx
---------------------- -----------------------
Assistant Secretary President
(SEAL)
X.X. Xxxx Advisors, Inc.
Attest:
/s/ Xxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
---------------------- -----------------------
Assistant Secretary President
(SEAL)
6
EXHIBIT A
PERMITTED INVESTMENT COMPANY ADVISORY CLIENTS
Name of Company Sponsor
--------------- -------
Roaring 2000's Unit Investment Trusts Xxx Xxxxxx Funds, Inc.
7
