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EXHIBIT 5(f)
AIM SUMMIT FUND, INC
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is made this 18th day of October, 1993, by and between
A I M Advisors, Inc., a Delaware corporation (the "Advisor"), and NationsBank
of Texas, N.A., a bank organized under the laws of the United States of America
(the "Sub-Advisor").
RECITALS
WHEREAS, AIM Summit Fund, Inc. (the "Fund") 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 an
investment advisor and engages in the business of acting as an investment
advisor;
WHEREAS, the Advisor has entered into an investment advisory agreement
of even date herewith with the Fund (the "Investment Advisory Agreement"),
pursuant to which the Advisor shall act as investment advisor with respect to
the Fund; and
WHEREAS, pursuant to Section 3 (Delegation of Responsibilities) of the
Investment Advisory Agreement, the Advisor wishes to retain the Sub-Advisor for
purpose of rendering advisory services to the Advisor in connection with 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:
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 Fund'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 dudes of the Sub-Advisor shall be limited
to the following:
(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 security which
the Advisor or Sub-Advisor considers desirable for inclusion in the Fund's
investment portfolio; and
(b) to the extent requested by the Advisor, determining which issuers
and securities shall be represented in the Fund's investment portfolio,
formulating programs for the purchase and sales of such securities and
regularly reporting thereon to the Advisor and, at the request of the Advisor,
to the Fund'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 Fund.
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 Advisers Act and any
rules and regulations adopted thereunder;
(b) the provisions of the registration statement of the Fund, 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 corporate charter of the Fund, as the same
may be amended from time to time;
(d) the provisions of the by-laws of the Fund, as the same may be
amended from time to time; and
(e) any other applicable provisions of state or federal law.
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5. Compensation. The Advisor shall pay the Sub-Advisor, as
compensation for services rendered hereunder, an annual fee, payable monthly,
based upon the following average daily net assets of the Fund:
Net Assets Rate
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First $10 million . . . . . . . . . . . . . . . . . . . . . . 0.50%
Over $10 million to and including $150 million . . . . . . . 0.35%
Over $150 million . . . . . . . . . . . . . . . . . . . . . . 0.225%
The average daily net asset value of the Fund shall be determined in
the manner set forth in the corporate charter and registration statement of the
Fund, as amended from time to time.
6. Expenses of the Fund. All of the ordinary business expenses incurred
in the operations of the Fund and the offering of its 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, auditing, or governmental fees, the cost of
preparing share certificates, custodian, transfer and shareholder service agent
costs, 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 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.
7. Expense Limitation. If, for any fiscal year of the Fund, the amount
of the fee which the Advisor would otherwise receive from the Fund pursuant to
the Investment Advisory Agreement is reduced pursuant to expense limitation
provisions of the Investment Advisory Agreement, the fee which the Sub-Advisor
would otherwise receive from the Advisor pursuant to Section 5 of this
Agreement shall also be reduced proportionately. For example, if the Advisor's
fee from the Fund is reduced by 1/3, the Sub-Advisor's fee from the Advisor will
also be reduced by 1/3. Such reduction shall be deducted from the monthly fee
otherwise payable to the Sub-Advisor by the Advisor, and, if such amount should
exceed such monthly fee, the Sub-Advisor agrees to repay the Advisor such
amount of its fee previously received with respect to such fiscal year as may
be required to make up the deficiency no later than the last day of the
following month. In no event will the Sub-Advisor be required to reimburse the
Advisor for any amount in excess of the fee it receives pursuant to this
Agreement during the fiscal year of the Fund in which reimbursement is
required.
8. Non-Exclusivity. The services of the Sub-Advisor to the Advisor
with respect to the Fund are not to be 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 or directors of
the Sub-Advisor may serve as officers or directors of the Advisor or of the
Fund, and that officers or directors of the Fund or of the Advisor 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 if
approved by the shareholders of the Fund, and if so approved, this Agreement
shall thereafter continue in force and effect until June 30, 1994, 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 Fund's Board of Directors 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); 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 Fund directors), by votes cast in
person at a meeting specifically called for such purpose.
10. Termination. This Agreement may be terminated at any time, without
the payment of any penalty, by vote of the Fund's Board of Directors or by vote
of 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 Fund. 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.
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11. 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 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.
12. 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 Fund. Until
further notice, it is agreed that the address of the Fund and that of the
Advisor shall be Eleven Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 and
that of the Sub-Advisor shall be 000 Xxxxx Xx. Xxxx, Xxxxx 000, Xxxxxx, Xxxxx
00000.
13. Questions of Interpretation; Applicable Law. Any question of
interpretation of any term or provision Or 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
the 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 officers on the day and year first
written above.
A I M ADVISORS, INC.
Attest:
/s/ XXXXX X. XXXXXX By: /s/ XXXXXX X. XXXXXX
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Assistant Secretary President
(SEAL) NATIONSBANK OF TEXAS, N.A.
Attest:
/s/ XXXXXX XXXXXXXX By: /s/ XXXXXX X. XXXXXXX
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Assistant Secretary President
Its: Senior Vice President
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(SEAL)
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