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EXHIBIT 5(h)
ASSUMPTION AGREEMENT
This ASSUMPTION AGREEMENT is dated as of April 1, 1996, and is among A
I M ADVISORS, INC., a Delaware corporation and an investment advisor registered
under the Investment Advisers Act of 1940 ("AIM Advisors"), TRADESTREET
INVESTMENT ASSOCIATES, INC., a Maryland corporation and an investment advisor
registered under the Investment Advisers Act of 1940 ("TradeStreet"), and
NATIONSBANK OF TEXAS, N.A., a bank organized under the laws of the United
States of America ("NationsBank Texas").
RECITALS
WHEREAS, TradeStreet is a newly-formed investment advisory
company and a wholly-owned subsidiary of NationsBank, N.A.;
WHEREAS, NationsBank, N.A., NationsBank Texas and TradeStreet
are all indirect wholly-owned subsidiaries of NationsBank Corporation;
WHEREAS, TradeStreet provides investment management services
to advisory clients, including clients who had heretofore been provided such
services by NationsBank Texas, specifically through the officers or employees
of the NationsBank investment management group located in Charlotte, North
Carolina (the "Investment Management Group");
WHEREAS, such officers or employees of the Investment
Management Group are now providing investment management services as officers
or employees of TradeStreet;
WHEREAS, AIM Advisors acts as an investment advisor to AIM
SUMMIT FUND, INC., an open-end investment company, organized and incorporated
under the laws of the State of Maryland (the "Fund");
WHEREAS, NationsBank Texas heretofore acted as a sub-advisor
to AIM Advisors for the Fund pursuant to a sub-advisory agreement, dated
October 18, 1993, as supplemented by a letter agreement dated December 9, 1993
between AIM Advisors and NationsBank Texas (the "Sub-Advisory Agreement");
WHEREAS, the services rendered to AIM Advisors under the
Sub-Advisory Agreement were performed by NationsBank Texas through the
Investment Management Group;
WHEREAS, the officers or employees of the Investment
Management Group who heretofore provided investment management services to AIM
Advisors on behalf of NationsBank Texas have become officers or employees of
TradeStreet;
WHEREAS, AIM Advisors, NationsBank Texas and TradeStreet wish
to enter into an agreement whereby TradeStreet will assume responsibility for
performing the investment management duties and services heretofore performed
by NationsBank Texas under the Sub-Advisory Agreement;
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NOW, THEREFORE, AIM Advisors, TradeStreet and NationsBank
Texas agree as follows:
ARTICLE I
ASSUMPTION
SECTION 1.1. ASSUMPTION BY TRADESTREET. Subject to the
limitations in this Article I, and pursuant to the terms and conditions of this
Agreement, TradeStreet hereby assumes the investment advisory obligations and
duties of NationsBank Texas as described in the Sub-Advisory Agreement as of
the date hereof (the "Effective Date").
SECTION 1.2. REPRESENTATIONS AND WARRANTIES OF AIM ADVISORS. AIM
Advisors hereby represents and warrants to NationsBank Texas and TradeStreet
that the execution, delivery and performance of this Agreement has been
approved by (a) the directors of the Fund, including by the affirmative vote of
a majority of the directors of the Fund who are not parties to this Agreement
or "interested persons" (as defined under the Investment Company Act of 1940)
of a party to this Agreement (other than as Fund directors), by votes cast in
person at a meeting specifically called for such purpose, and (b) by the
directors of AIM Advisors.
ARTICLE II
INDEMNIFICATION
SECTION 2.1. INDEMNIFICATION BY TRADESTREET. In the absence of
willful misfeasance, bad faith, negligence or reckless disregard of duties
hereunder on the part of AIM Advisors or the Fund or any of their respective
officers, directors, employers or agents, TradeStreet hereby agrees to
indemnify and hold harmless AIM Advisors, the Fund, and the Fund's directors
against all claims, actions, suits or proceedings at law or in equity whether
brought by a private party or governmental department, commission, board,
bureau, agency or instrumentality of any kind, arising from the Assumption by
TradeStreet of the rights and obligations of NationsBank Texas under the
Sub-Advisory Agreement, from and after the Effective Date.
SECTION 2.2. LIMITATIONS ON ASSUMPTION. It is expressly
understood that TradeStreet is not assuming any liability for any claims,
actions, proceedings, suits at law or in equity, whether brought by a private
party or governmental department, commission, board, bureau, agency or
instrumentality of any kind against NationsBank Texas, AIM Advisors or the Fund
or any officer, director or employee thereof arising from or in connection with
the Sub-Advisory Agreement prior to the Effective Date.
ARTICLE III
MISCELLANEOUS
SECTION 3.1. ENTIRE AGREEMENT. This Agreement states the entire
agreement of the parties with respect to the subject matter hereof and may not
be amended, supplemented or modified except by a writing signed by the parties
hereto.
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SECTION 3.2. SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and assigns; provided, however, that neither party may assign its
rights hereunder without the prior written consent of the other party.
SECTION 3.3. RESTATED AGREEMENT. The parties hereby restate the
Sub-Advisory Agreement, as assumed, in accordance with the terms of the
Restated AIM Summit Fund, Inc. Sub-Advisory Agreement, attached hereto as
Exhibit A.
SECTION 3.4. NOTICES. Except as otherwise provided herein, any
notice required or permitted by this Agreement must be sent by registered mail
(postage prepaid, return receipt requested) addressed to the applicable address
set forth on the signature page of this Agreement or to such other address as
may at any time or from time to time be specified in a notice given in
accordance with this Section 3.4.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in triplicate by their respective officers on the day and year
first written above.
AIM ADVISORS, INC.
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx, President
00 Xxxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Telecopy # (000) 000-0000
TRADESTREET INVESTMENT ASSOCIATES, INC.
By: /s/ XXXXXX X. XXXXXX
-------------------
Xxxxxx X. Xxxxxx, President
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Telecopy # (000) 000-0000
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NATIONSBANK OF TEXAS, N.A.
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx, Senior Vice President
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Telecopy # (000) 000-0000
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