AIM CORE ALLOCATION PORTFOLIO SERIES
MASTER INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT is made this 30th day of December 2005, by and between AIM
Core Allocation Portfolio Series, a Delaware statutory trust (the "Trust"), with
respect to its series of shares shown on Schedule A attached hereto, as the same
may be amended from time to time, and A I M Advisors, Inc., a Delaware
corporation (the "Advisor").
RECITALS
WHEREAS, the Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as an open-end, non-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 Trust's Agreement and Declaration of Trust (the "Declaration
of Trust") authorizes the Board of Trustees of the Trust (the "Board of
Trustees") to create separate series of shares of beneficial interest of the
Trust, and as of the date of this Agreement, the Board of Trustees has created
two separate series (such series and any other series hereafter added to the
Trust being referred to collectively herein as the "Funds"); and
WHEREAS, the Trust and the Advisor desire to enter into an agreement to
provide for management and investment advisory services to 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 of which is hereby
acknowledged, the parties agree as follows:
1. Management Services. The Advisor shall provide to the Funds all
management and advisory services necessary for operation of the Funds or obtain
such management and advisory services for the Funds for the period and on the
terms set forth in this Agreement. The Trust shall pay the Advisor, out of the
assets of each Fund, as full compensation for all services rendered or obtained,
an annual fee equal to 0.23% of the average daily assets of such Fund, computed
in the manner used for the determination of the net asset value of shares of
such Fund.
2. Advisory Services. The Advisor shall act as investment advisor for the
Funds and shall, in such capacity, supervise all aspects of the Funds'
operations, including the investment and reinvestment of cash, securities or
other properties comprising the Funds' assets, subject at all times to the
policies and control of the Board of Trustees. The Advisor shall give the Trust
and the Funds the benefit of its best judgment, efforts and facilities in
rendering its services as investment advisor.
3. Investment Analysis and Implementation. In carrying out its obligations
under Section 2 hereof, the Advisor shall:
(a) supervise all aspects of the operations of the Funds;
(b) obtain and evaluate 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 assets of the Funds or the activities in which such issuers engage,
or with respect to securities which the Advisor considers desirable for
inclusion in the Funds' assets;
(c) determine which issuers and securities shall be represented in the
Funds' investment portfolios and regularly report thereon to the Board of
Trustees;
(d) formulate and implement continuing programs for the purchases and
sales of the securities of such issuers and regularly report thereon to the
Board of Trustees; and
(e) take, on behalf of the Trust and the Funds, all actions which
appear to the Trust and the Funds necessary to carry into effect such
purchase and sale programs and supervisory functions as aforesaid,
including but not limited to the placing of orders for the purchase and
sale of securities for the Funds.
3. Securities Lending Duties. The Advisor agrees to provide the following
services in connection with the securities lending activities of each Fund: (a)
oversee participation in the securities lending program to ensure compliance
with all applicable regulatory and investment guidelines; (b) assist the
securities lending agent or principal (the "Agent") in determining which
specific securities are available for loan; (c) monitor the Agent to ensure that
securities loans are effected in accordance with the Advisor's instructions and
with procedures adopted by the Board of Trustees; (d) prepare appropriate
periodic reports for, and seek appropriate approvals from, the Board of Trustees
with respect to securities lending activities; (e) respond to Agent inquiries;
and (f) perform such other duties as necessary.
4. Broker-Dealer Relationships. The Advisor is responsible for decisions to
buy and sell securities for the Funds, broker-dealer selection, and negotiation
of brokerage commission rates.
(a) The Advisor's primary consideration in effecting a security
transaction will be to obtain the best execution.
(b) In selecting a broker-dealer to execute each particular
transaction, the Advisor will take the following into consideration: the
best net price available; the reliability, integrity and financial
condition of the broker-dealer; the size of and the difficulty in executing
the order; and the value of the expected contribution of the broker-dealer
to the investment performance of the Funds on a continuing basis.
Accordingly, the price to the Funds in any transaction may be less
favorable than that available from another broker-dealer if the difference
is reasonably justified by other aspects of the fund execution services
offered.
(c) Subject to such policies as the Board of Trustees may from time to
time determine, the Advisor shall not be deemed to have acted unlawfully or
to have breached any duty created by this Agreement or otherwise solely by
reason of its having
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caused the Funds to pay a broker or dealer that provides brokerage and
research services to the Advisor an amount of commission for effecting a
fund investment transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction, if the
Advisor determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that
particular transaction or the Advisor's overall responsibilities with
respect to a particular Fund, other Funds of the Trust, and to other
clients of the Advisor as to which the Advisor exercises investment
discretion. The Advisor is further authorized to allocate the orders placed
by it on behalf of the Funds to such brokers and dealers who also provide
research or statistical material, or other services to the Funds, to the
Advisor, or to any sub-advisor. Such allocation shall be in such amounts
and proportions as the Advisor shall determine and the Advisor will report
on said allocations regularly to the Board of Trustees indicating the
brokers to whom such allocations have been made and the basis therefor.
(d) With respect to one or more Funds, to the extent the Advisor does
not delegate trading responsibility to one or more sub-advisors, in making
decisions regarding broker-dealer relationships, the Advisor may take into
consideration the recommendations of any sub-advisor appointed to provide
investment research or advisory services in connection with the Funds, and
may take into consideration any research services provided to such
sub-advisor by broker-dealers.
(e) Subject to the other provisions of this Section 4, the 1940 Act,
the Securities Exchange Act of 1934, and rules and regulations thereunder,
as such statutes, rules and regulations are amended from time to time or
are interpreted from time to time by the staff of the SEC, any exemptive
orders issued by the Securities and Exchange Commission ("SEC"), and any
other applicable provisions of law, the Advisor may select brokers or
dealers with which it or the Funds are affiliated.
5. Administrative Services.
(a) Subject to the approval or consent of the Board of Trustees, the
Advisor shall provide or procure, at the Advisor's expense, services to
include the following:
(1) transfer agency, sub-accounting, recordkeeping, underwriting
and administrative services which are to be provided by the Advisor or
an affiliate of the Advisor under separate transfer agency,
underwriting and administrative services agreements between the Fund
and the Advisor or affiliate;
(2) executive, statistical, administrative, internal accounting
and clerical services as may be required in the judgment of the Boards
of Trustees, including without limitation, the maintenance and
preparation of the Trust's accounts and records, and the preparation
of all requisite trust documents such as tax returns and reports to
the SEC and Trust shareholders;
(3) such office space, equipment and facilities as may be
reasonably requested by the Trust from time to time; and
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(4) services of independent public accountants, a custodian, a
depository, a dividend disbursing agent, a dividend reinvestment
agent, independent pricing services and legal counsel for the Trust or
for any Fund.
(b) Without limiting the foregoing, the Advisor shall pay on behalf of
the Trust:
(1) taxes, including franchise, income, issue and transfer
related to fund shares, business license, and other fees payable by
the Trust or any Fund to Federal, state, county, city, or other
governmental agents;
(2) fees and expenses involved in maintaining the registration
and qualification of the Trust and of its shares under laws
administered by the SEC or under other applicable regulatory
requirements, including the preparation and printing of prospectuses
and statements of additional information;
(3) compensation and expenses of the trustees of the Trust;
(4) costs of printing and distributing reports, notices of
shareholders' meetings, proxy statements, dividend notices,
prospectuses, statements of additional information and other
communications to the Trust's shareholders, as well as all expenses of
shareholders' meetings and trustees' meetings;
(5) all costs, fees or other expenses arising in connection with
the organization and filing of the Trust's Certificate of Trust
including its initial registration and qualification under the 1940
Act and under the Securities Act of 1933, as amended, the initial
determination of its tax status and any rulings obtained for this
purpose, the initial registration and qualification of its securities
under the laws of any State and the approval of the Trust's operations
by any other Federal or State authority;
(6) the expenses of repurchasing and redeeming shares of the
Trust;
(7) insurance premiums;
(8) the expenses, including fees and disbursements of counsel, in
connection with ordinary litigation by or against the Trust and any
Fund; and
(9) premiums for the fidelity bond maintained by the Trust
pursuant to Section 17(g) of the 1940 Act and rules promulgated
thereunder.
(c) Except to the extent required by law to be paid by the Advisor,
the Trust shall pay the following costs and expenses:
(1) all brokers' commissions, issue and transfer taxes, foreign
taxes and other costs chargeable to the Trust or any Fund in
connection with securities transactions to which the Trust or any Fund
is a party or in connection with securities owned by the Trust or any
Fund;
(2) costs, including interest expense, of borrowing money; and
(3) extraordinary litigation costs authorized by the Board of
Trustees.
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6. Delegation of Responsibilities. The Advisor is authorized to delegate
any or all of its rights, duties and obligations under this Agreement to one or
more sub-advisors, affiliates or other service providers and may enter into
agreements with sub-advisors and service providers, and may replace any such
sub-advisors and service providers from time to time in its discretion, in
accordance with the 1940 Act, the Advisers Act, and rules and regulations
thereunder, as such statutes, rules and regulations are amended from time to
time or are interpreted from time to time by the staff of the SEC, and if
applicable, exemptive orders or similar relief granted by the SEC and upon
receipt of approval of such sub-advisors by the Board of Trustees and by
shareholders (unless any such approval is not required by such statutes, rules,
regulations, interpretations, orders or similar relief).
7. Independent Contractors. The Advisor and any sub-advisors and other
service providers shall for all purposes herein be deemed to be independent
contractors and shall, unless otherwise expressly provided or authorized, have
no authority to act for or represent the Trust in any way or otherwise be deemed
to be an agent of the Trust.
8. Control by Board of Trustees. Any investment program undertaken by the
Advisor pursuant to this Agreement, as well as any other activities undertaken
by the Advisor on behalf of the Funds, shall at all times be subject to any
directives of the Board of Trustees.
9. Compliance with Applicable Requirements. In carrying out its obligations
under this Agreement, the 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 Declaration of 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, federal or foreign law.
10. Services to Other Companies or Accounts. The Trust understands that the
Advisor now acts, will continue to act and may act in the future as investment
manager or advisor to fiduciary and other managed accounts, and as investment
manager or advisor to other investment companies, including any offshore
entities, or accounts, and the Trust has no objection to the Advisor so acting,
provided that whenever the Trust and one or more other investment companies or
accounts managed or advised by the Advisor have available funds for investment,
investments suitable and appropriate for each will be allocated in accordance
with a formula believed to be equitable to each company and account. The Trust
recognizes that in some cases this procedure may adversely affect the size of
the positions obtainable and the prices realized for the Funds.
11. Non-Exclusivity. The Trust understands that the persons employed by the
Advisor to assist in the performance of the Advisor's duties under this
Agreement will not devote
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their full time to such service and nothing contained in this Agreement shall be
deemed to limit or restrict the right of the Advisor or any affiliate of the
Advisor to engage in and devote time and attention to other businesses or to
render services of whatever kind or nature. The Trust further understands and
agrees that officers or directors of the Advisor may serve as officers or
trustees of the Trust, and that officers or trustees of the Trust may serve as
officers or directors of the Advisor to the extent permitted by law; and that
the officers and directors of the 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.
12. Effective Date, Term and Approval. This Agreement shall become
effective with respect to a Fund, if approved by the shareholders of such Fund,
on the Effective Date for such Fund, as set forth in Appendix A attached hereto.
If so approved, this Agreement shall thereafter continue in force and effect
until June 30, 2007, 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 Board of Trustees or (ii) by the vote of "a majority of
the outstanding voting securities" of such Fund (as defined in 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.
13. Termination. This Agreement may be terminated as to the Trust or as to
any one or more of the Funds at any time, without the payment of any penalty, by
vote of the Board of Trustees or by vote of a majority of the outstanding voting
securities of the applicable Fund, or by the Advisor, on sixty (60) days'
written notice to the other party. The notice provided for herein may be waived
by the party entitled to receipt thereof. 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.
14. Amendment. No amendment of this Agreement shall be effective unless it
is in writing and signed by the party against which enforcement of the amendment
is sought.
15. Liability of Advisor and Fund. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Advisor or any of its officers, directors or
employees, the Advisor shall not be subject to liability to the Trust or to the
Funds or to any shareholder of the Funds 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. Any liability of
the Advisor to one Fund shall not automatically impart liability on the part of
the Advisor to any other Fund. No Fund shall be liable for the obligations of
any other Fund.
16. Liability of Shareholders. Notice is hereby given that, as provided by
applicable law, the obligations of or arising out of this Agreement are not
binding upon any of the shareholders of the Trust individually but are binding
only upon the assets and property of the Trust and that the shareholders shall
be entitled, to the fullest extent permitted by applicable law, to the same
limitation on personal liability as shareholders of private corporations for
profit.
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17. Notices. Any notices under this Agreement shall be in 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 that of the Advisor shall be 00 Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000-0000.
18. 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 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 Agreement 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.
Subject to the foregoing, this Agreement shall be governed by and construed in
accordance with the laws (without reference to conflicts of law provisions) of
the State of Texas.
19. License Agreement. The Trust shall have the non-exclusive right to use
the name "AIM" to designate any current or future series of shares only so long
as A I M Advisors, Inc. serves as investment manager or advisor to the Trust
with respect to such series of shares.
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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.
AIM Core Allocation Portfolio Series
(a Delaware statutory trust)
Attest:
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxx
------------------------------------- ------------------------------------
Assistant Secretary Xxxxxx X. Xxxxxx
President
(SEAL)
Attest: A I M Advisors, Inc.
(a Delaware corporation)
/s/ Xxxxxx X. Xxxx By: /s/ Xxxx X. Xxxxxxxxxx
------------------------------------- ------------------------------------
Assistant Secretary Xxxx X. Xxxxxxxxxx
President
(SEAL)
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SCHEDULE A
FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT
------------ ------------------------------------
Series C December 30, 2005
Series M December 30, 2005
A-1
