Exhibit d(2)
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This contract is made as of September 11, 2000, between A I M Advisors,
Inc. hereinafter "Adviser," 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000,
and INVESCO, Inc. "Sub-Adviser," 0000 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx
00000.
WHEREAS:
A) Adviser has entered into an investment advisory agreement with
AIM Advisor 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
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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 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.
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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 or from the beginning of such month to the date of termination, as the
case may be, shall be prorated 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.
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(b) Unless sooner terminated as provided herein, this Contract shall
continue in force and effect until June 30, 2001. 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 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-Advisor shall be 0000 Xxxxxxxxx Xxxxxx, X.X., 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,
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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, INC.
ADVISER SUB-ADVISER
By: /s/ XXXXXX X. XXXXXX By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxxx
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Its: President Its: CFO
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EXHIBIT A
TO
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
FUND
AIM Advisor Flex Fund
AIM Advisor Real Estate Fund
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