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EXHIBIT d(11)
AIM EQUITY FUNDS
(AIM CHARTER FUND)
(AIM CONSTELLATION FUND)
(AIM XXXXXXXXXX FUND)
MASTER SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made as of this 21st day of June, 2000, by and
between A I M Advisors, Inc., a Delaware corporation (the "Advisor") and A I M
Capital Management, Inc., a Texas corporation (the "Sub-Advisor").
RECITALS
WHEREAS, AIM Equity Funds (the "Trust") 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 (the "Advisers Act"), as amended, 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 Agreement and Declaration of Trust authorizes the Board of
Trustees of the Trust to create separate series of shares of beneficial interest
of the Trust, and as of the date of this Agreement, the Trust's Board of
Trustees has created eleven separate series portfolios (such portfolios,
together with any other portfolios hereafter added to the Trust being referred
to collectively herein as the "Portfolios").
WHEREAS, the Advisor has entered into a Master Investment Advisory
Agreement of even date herewith with the Trust (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 advisory services to the Advisor in connection with
the AIM Constellation Fund, AIM Xxxxxxxxxx Fund, and AIM Charter 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 supervision of the Advisor and subject to
the approval and direction of the Trust's Board of Trustees, and the Sub-Advisor
hereby accepts such appointment, all subject to the terms and conditions
contained herein.
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2. Investment Analysis. The duties of the Sub-Advisor shall include:
(a) obtaining and evaluating 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 Funds or the activities in which such
issuers engage, or with respect to securities which the Sub-Advisor
considers desirable for inclusion in the Funds' investment portfolios;
(b) determining which issuers and securities shall be
represented in the Funds' investment portfolios and regularly reporting
thereon to the Advisor and, at the request of the Advisor, to the
Trust's Board of Trustees; and
(c) formulating and implementing continuing programs for the
purchases and sales of the securities of such issuers and regularly
reporting thereon to the Advisor and, at the request of the Advisor, to
the Trust's Board of Trustees.
3. Control by Board of Trustees. 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 Trustees of the Trust.
4. 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 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 Agreement and Declaration of Trust
of the 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 or federal law.
5. 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 50% of the fee received by the Advisor from the Trust with
respect to such Fund pursuant to the Investment Advisory Agreement.
6. Expenses of the Funds. All of the ordinary business expenses
incurred in the operations of the Funds and the offering of its shares shall be
borne by the Funds unless specifically provided otherwise in this Agreement.
These expenses borne by the Funds include but are not limited to brokerage
commissions, taxes, legal, auditing, or governmental fees, the cost of preparing
share certificates, custodian, transfer and shareholder service agent costs,
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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 Trust on behalf of
the Funds in connection with membership in investment company organizations and
the cost of printing copies of the prospectuses and statements of additional
information distributed to the Funds' shareholders.
7. Non-Exclusivity. The services of the Sub-Advisor to the Advisor with
respect to the Trust 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/trustees of the Advisor or of the
Trust, and that officers or directors/trustees of the Advisor or of the Trust
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.
8. 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
June 30, 2001, 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 Trust's Board of Trustees 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 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.
9. Termination. This Agreement may be terminated as to any Fund at any
time, without the payment of any penalty, by vote of the Trust's Board of
Trustees 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 Trust. The notice provided for herein may be waived
by either party. 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.
10. Liability of Sub-Advisor and Indemnification. 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.
11. 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
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notice, with a copy to the Trust. Until further notice, it is agreed that the
address of the Trust, that of the Advisor and that of the Sub-Advisor shall be
Eleven Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000.
12. 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.
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/ XXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
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Assistant Secretary President
(SEAL)
Attest: A I M CAPITAL MANAGEMENT, INC.
/s/ XXXX X. XXXX By: /s/ XXXX X. XXXX
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Assistant Secretary President
(SEAL)
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