SUB-ITEM 77Q1(e)
AIM SELECT REAL ESTATE INCOME FUND
MASTER INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this 15 day of May, 2002, by and between AIM
Select Real Estate Income Fund, a Delaware business trust (the " Trust ") with
respect to its sole series portfolio of shares (the " Fund "), 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 a closed-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 ") established the Fund as a separate series of shares of
beneficial interest of the Trust; and
WHEREAS, the Trust and the Advisor desire to enter into an agreement
to provide for investment advisory services to 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 of which is
hereby acknowledged, the parties agree as follows:
1. Advisory Services. The Advisor shall act as investment advisor for
the Fund and shall, in such capacity, supervise all aspects of the Fund's
operations, including the investment and reinvestment of cash, securities or
other properties comprising the Fund's assets, subject at
all times to the policies and control of the Board of Trustees of the Trust
(the " Board of Trustees "). The Advisor shall give the Fund the benefit of its
best judgment, efforts and facilities in rendering its services as investment
advisor.
2. Investment Analysis and Implementation. In carrying out its
obligations under Section 1 hereof, the Advisor shall:
(a) supervise all aspects of the operations of the Fund;
(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 Fund, and whether concerning the individual issuers
whose securities are included in the assets of the Fund or the
activities in which such issuers engage, or with respect to securities
which the Advisor considers desirable for inclusion in the Fund's
assets;
(c) determine which issuers and securities shall be
represented in the Fund's 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 Fund, all actions which appear to
the Fund 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 Fund.
3. Securities Lending Duties and Fees. The Advisor agrees to provide
the following services in connection with the securities lending activities of
the Fund:
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(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. As
compensation for such services provided by the Advisor in connection
with securities lending activities of the Fund, the Fund shall pay the
Advisor a fee equal to 25% of the net monthly interest or fee income
retained or paid to the Fund from such activities.
4. 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, including sub-advisers that are affiliated with
the Advisor, and may enter into agreements with sub-advisors, and may replace
any such sub-advisors 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 Securities and Exchange
Commission (" 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).
5. Independent Contractors. The Advisor and any sub-advisors shall for
all purposes herein be deemed to be independent contractors and shall, unless
otherwise expressly
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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.
6. 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 Fund, shall at all times be subject
to any directives of the Board of Trustees.
7. 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 Bylaws 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.
8. Broker-Dealer Relationships. The Advisor is responsible for
decisions to buy and sell securities for the Fund, 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
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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 Fund on a
continuing basis. Accordingly, the price to the Fund 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 caused the Fund
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 the Fund 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 Fund to such brokers and dealers who also provide research or
statistical material, or other services to the Fund, 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.
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(d) With respect to the Fund, 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 Fund, 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 8, 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 SEC, and any
other applicable provisions of law, the Advisor may select brokers or
dealers with which it or the Fund is affiliated.
9. Compensation. The compensation that the Fund shall pay the Advisor
is set forth in Appendix A attached hereto.
10. Expenses of the Fund. All of the ordinary business expenses
incurred in the operations of the Fund and the offering of their shares shall
be borne by the Fund unless specifically provided otherwise in this Agreement.
These expenses borne by the Fund include but are not limited to brokerage
commissions, taxes, legal, accounting, auditing, or governmental fees, rating
agency fees, the cost of preparing share certificates, custodian, transfer and
shareholder service agent costs, expenses of issue, sale, redemption and
repurchase of shares, dividend disbursing expenses, expenses of registering and
qualifying shares for sale, expenses relating to trustees and shareholder
meetings, the cost of preparing and distributing reports, notices and proxy
statements to shareholders, the fees and other expenses incurred by the Trust
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on behalf of the Fund in connection with membership in investment company
organizations and the cost of printing copies of prospectuses and statements of
additional information distributed to the Fund's shareholders.
11. 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
Fund.
12. 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 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
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person, or from serving as partners, officers, directors or trustees of any
other firm or trust, including other investment advisory companies.
13. Effective Date, Term and Approval. This Agreement shall become
effective with respect to the Fund, if approved by the shareholders of the
Fund, on the date first set forth above. If so approved, this Agreement shall
thereafter continue in force and effect until June 30, 2003, 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 the Fund (as
defined in Section 2(a)(42) of the 0000 Xxx) of Common Shares and Fund
Preferred Shares, if any, voting together as a single class; 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.
14. Termination. This Agreement may be terminated as to the Fund 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 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.
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15. 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.
16. 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 Fund or to any shareholder of the Fund 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.
17. 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.
18. 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.
19. 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,
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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.
20. 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. 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.
Attest: AIM SELECT REAL ESTATE INCOME
FUND (a Delaware business trust)
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxx
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Assistant Secretary President
(SEAL)
Attest: A I M Advisors, Inc.
/s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxxx
------------------ --------------------
Assistant Secretary President
(SEAL)
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APPENDIX A
COMPENSATION TO THE ADVISOR
The Trust shall pay the Advisor, out of the assets of the Fund, as
full compensation for all services rendered, a per annum advisory fee for the
Fund equal to 0.90% of the sum of (i) the Fund's average daily net assets
attributable to its common shares, plus (ii) assets attributable to any senior
securities of the Fund represented by preferred shares, plus (iii) the
principal amount of any senior securities of the Fund representing
indebtedness. The advisory fee will be calculated daily and paid on a monthly
basis.
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