EXHIBIT d(2)
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This contract is made as of [ , 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
Investment Securities Funds (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
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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 of from the beginning of such month to the date of termination, as the
case may be, shall be prorated
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according to the proportion which such period bears to the full month in which
such effectiveness or termination occurs.
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, 2004. 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
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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 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: By:
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Name: Xxxx X. Xxxxxxxxxx Name:
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Its: President Its:
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EXHIBIT A
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
Fund
AIM Real Estate Fund
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