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EXHIBIT 5(g)
AIM VARIABLE INSURANCE FUNDS, INC.
(AIM V.I. GLOBAL GROWTH AND INCOME FUND)
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made as of this _____ day of _________________, 1998,
by and between A I M Advisors, Inc., a Delaware corporation (the "Advisor") and
INVESCO Asset Management Limited (the "Sub-Advisor").
RECITALS
WHEREAS, AIM Variable Insurance 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 fifteen series of shares representing interests in
fifteen investment portfolios: AIM V.I. Aggressive Growth Fund, AIM V.I.
Balanced Fund, AIM V.I. Capital Appreciation Fund, AIM V.I. Capital Development
Fund, AIM V.I. Diversified Income Fund, AIM V.I. Global Utilities Fund, AIM V.I.
Global Growth and Income Fund, AIM V.I. Government Securities Fund, AIM V.I.
Growth Fund, AIM V.I. Growth and Income Fund, AIM V.I. High Yield Fund, AIM V.I.
International Equity Fund, AIM V.I. Money Market Fund, AIM V.I.
Telecommunications Fund and AIM V.I. Value 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 V.I. Global Growth and Income Fund (the
"Fund"), 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:
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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 Fund, under the 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. 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 Fund, and whether concerning the individual issuers whose
securities are included in the Fund or the activities in which such
issuers engage, or with respect to securities which the Sub-Advisor
considers desirable for inclusion in the Fund's investment portfolio;
(b) determining which issuers and securities shall be
represented in the Fund's investment portfolio and regularly reporting
thereon to the Advisor and, at the request of the Advisor, to the
Company's Board of Directors; 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 Company's Board of Directors.
3. 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 Fund, shall at all times be
subject to any directives of the Board of Directors of the Company.
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
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.
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 0.40% of the average net assets of the Fund.
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6. 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.
7. 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.
8. Non-Exclusivity. The services of the Sub-Advisor to the Advisor with
respect to the Company and the Fund 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.
9. Term and Approval. This Agreement shall become effective with
respect to the Fund if approved by the shareholders of the Fund, and if so
approved, this Agreement shall thereafter continue in force and effect until
June 30, 2000, 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 the 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.
10. Termination. This Agreement may be terminated as to the 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 the 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 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
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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:
00 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X0XX
Attn: [Name]
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:
By:
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Assistant Secretary President
(SEAL)
INVESCO ASSET MANAGEMENT LIMITED
Attest:
By:
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Title: Title:
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(SEAL)
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