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EXHIBIT (5)(b)1)
AIM INTERNATIONAL FUNDS, INC.
(AIM ASIAN GROWTH FUND)
(AIM EUROPEAN DEVELOPMENT FUND)
MASTER SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made as of this 1st day of November, 1997, by and
between A I M Advisors, Inc., a Delaware corporation (the "Advisor") and
INVESCO Global Asset Management Limited, a Bermuda corporation (the
"Sub-Advisor").
RECITALS
WHEREAS, AIM International Funds, Inc. (the "Company") is registered
under the Investment Company Act of 1940, as amended (the "1940 Act") as an
open-end, 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 Sub-Advisor is registered under the Advisers Act, as
amended, as an investment advisor and engages in the business of acting as an
investment advisor;
WHEREAS, the Company's charter authorizes the Board of Directors of
the Company to classify or reclassify authorized but unissued shares of the
Company, and as of the date of this Agreement, the Company's Board of Directors
has authorized the issuance of six series of shares representing interests in
six investment portfolios: AIM Asian Growth Fund, AIM European Development
Fund, AIM Global Aggressive Growth Fund, AIM Global Growth Fund, AIM Global
Income Fund and AIM International Equity Fund (such series, together with any
future series, are collectively referred to herein as the "Portfolios");
WHEREAS, the Advisor has entered into a Master Investment Advisory
Agreement dated February 28, 1997, as amended, with the Company (the
"Investment Advisory Agreement"), pursuant to which the Advisor shall act as
investment advisor with respect to the Portfolios; and
WHEREAS, pursuant to Section 3 ("Delegation of Responsibilities") of
the Investment Advisory Agreement, the Advisor wishes to retain the Sub-Advisor
for purposes of rendering investment research and advisory services to the
Advisor in connection with the AIM Asian Growth Fund and the AIM European
Development Fund (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 whereof is
hereby acknowledged, the parties hereto agree as follows:
1. Appointment of Sub-Advisor. The Advisor hereby appoints the
Sub-Advisor to render investment research and advisory services to the Advisor
with respect to the Funds, under the
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supervision of the Advisor and subject to the approval and direction of the
Company's Board of Directors, and the Sub-Advisor hereby accepts such
appointment, all subject to the terms and conditions contained herein.
2. Duties of Sub-Advisor.
(a) The Sub-Advisor shall provide the Advisor with such
economic research and securities analyses as the Advisor may from time to time
consider necessary or advisable in connection with the Advisor's performance of
its duties under the Advisory Agreement. The Sub-Advisor shall continually
review each Fund's assets and investments, shall consult with the Advisor and
shall make recommendations as to (1) which securities should be purchased, sold
or exchanged by a Fund, (2) the appropriate portion of such Fund's assets to be
invested in particular countries or geographic regions, and (3) foreign
(non-United States) currency matters, the use of foreign exchange contracts,
and the manner in which voting rights, rights to consent to corporate action
and any other rights pertaining to each Fund's investments should be exercised.
(b) In no event shall the Sub-Advisor have (1) any
responsibility for, or control over, final investment decisions for the Funds,
(2) authority to order or direct the execution of securities transactions on
behalf of the Funds, or (3) authority to vote or to exercise any rights
pertaining to the Funds' investments. All final investment decisions for the
Fund, and the ordering or directing of execution of securities transactions on
behalf of the Funds, shall solely be the responsibility of the Advisor.
3. Delegation of Responsibilities. Subject to the approval of
the Board of Directors of the Company and the shareholders of the Funds, the
Sub-Advisor may delegate to a Sub-Sub-Advisor certain of its duties enumerated
in Section 2 hereof, provided that the Sub-Advisor shall continue to supervise
the performance of any such sub-sub-advisor.
4. Control by Board of Directors. Any investment program
undertaken by the Sub-Advisor pursuant to this Agreement, as well as any other
activities undertaken by the Sub-Advisor with respect to the Funds, shall at
all times be subject to any directives of the Board of Directors of the
Company.
5. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Sub-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
Company, as the same may be amended from time to time, under the Securities Act
of 1933, as amended, and the 1940 Act;
(c) the provisions of the corporate charter of the
Company, as the same may be amended from time to time;
(d) the provisions of the by-laws of the Company, as the
same may be amended from time to time; and
(e) any other applicable provisions of state, federal or
foreign law.
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6. Compensation. The Advisor shall pay to the Sub-Advisor, as
compensation for services rendered hereunder to a Fund, an annual fee, payable
monthly, equal to .20% of the first $500 million of net assets and .175% of net
assets over $500 million with respect to such Fund.
7. Sub-Advisor's Expenses. The Sub-Advisor shall furnish at
its own expense all administrative services, office space, equipment and
facilities, investment advisory, statistical and research services, and
executive, supervisory and clerical personnel necessary to perform its duties
and obligations hereunder.
8. Fee Waivers and Expense Limitation. 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 Advisor is reduced because of voluntary fee waivers
by the Advisor or pursuant to expense limitation provisions of the Advisory
Agreement, the fee payable hereunder to the Sub-Advisor shall be reduced
proportionately; and to the extent that the Advisor reimburses the Fund as a
result of such expense limitations, the Sub-Advisor shall reimburse the Advisor
that proportion of such reimbursement payments which the sub-advisory fee
hereunder bears to the advisory fee under the Agreement.
9. Non-Exclusivity. The services of the Sub-Advisor to the
Advisor with respect to the Company and the Funds are not deemed to be
exclusive, and the Sub-Advisor shall be free to render investment advisory and
administrative or other services to others (including other investment
companies) and to engage in other activities. It is understood and agreed that
officers and directors of the Sub-Advisor may serve as officers or directors of
the Advisor or of the Company, and that officers or directors of the Advisor or
of the Company may serve as officers or directors of the Sub-Advisor to the
extent permitted by law; and that the officers and directors of the Sub-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.
10. Term and Approval. This Agreement shall become effective with
respect to a Fund if approved by the shareholders of such Fund, and if so
approved, this Agreement shall thereafter continue in force and effect until
November 1, 1999, 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 Company's Board of Directors, or (ii) by
the vote of "a majority of the outstanding voting securities" of such Fund (as
defined under Section 2(a)(42) of the 0000 Xxx); and
(b) by the affirmative vote of a majority of the
directors 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 Company
directors), by votes cast in person at a meeting specifically called for such
purpose.
11. Termination. This Agreement may be terminated as to any
Fund at any time, without the payment of any penalty, by vote of the Company's
Board of Directors or by vote of a majority of such Fund's outstanding voting
securities, or by the Advisor, or by the Sub-Advisor on sixty (60) days'
written notice to the other party and to the Company. The notice provided for
herein may be waived by either party. This Agreement shall automatically
terminate in the event of its
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assignment, the term "assignment" for purposes of this paragraph having the
meaning defined in Section 2(a)(4) of the 1940 Act.
12. Liability of Sub-Advisor. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations
or duties hereunder on the part of the Sub-Advisor or any of its officers,
directors or employees, the Sub-Advisor shall not be subject to liability to
the Advisor 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.
13. 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 Company.
Until further notice, it is agreed that the address of the Company and that of
the Advisor shall be as follows:
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attn: Xx. Xxxxxx X. Xxxxxx
Until further notice, it is agreed that the address of the Sub-Advisor shall be
as follows:
Xxxxx Xxxxx
00 Xxxxx Xxxxxx
Xxxxxxxx, XX00 Xxxxxxx
Attn:
14. 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 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 this 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in duplicate by their respective duly authorized officers as of the
day and year first written above.
A I M ADVISORS, INC.
Attest:
/s/ XXXXXXX X. XXXXX By: /s/ XXXXX X. XXXXXXX
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Assistant Secretary Senior Vice President
(SEAL)
INVESCO GLOBAL ASSET MANAGEMENT LIMITED
Attest:
/s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
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Title: Director Title: Chairman
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(SEAL)
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