EX.99.23(d)(3)
EMERGING MARKETS DEBT PORTFOLIO
SUBADVISORY CONTRACT
BETWEEN
A I M ADVISORS, INC.
AND
INVESCO ASSET MANAGEMENT LIMITED
Contract made as of December 14, 1998, between A I M Advisors, Inc., a
Delaware corporation ("Adviser"), and INVESCO Asset Management Limited, a
company organized under the laws of England and Wales ("SubAdviser").
WHEREAS Adviser has entered into an Investment Management and
Administration Contract with Emerging Markets Debt Portfolio ("Company"), an
openend management investment company registered under the Investment Company
Act of 1940, as amended ("1940 Act"); and
WHEREAS Adviser desires to retain SubAdviser as subadviser to furnish
certain advisory services to the Company, and SubAdviser is willing to furnish
such services;
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 SubAdviser as subadviser of the
Company for the period and on the terms set forth in this Contract. SubAdviser
accepts such appointment and agrees to render the services herein set forth, for
the compensation herein provided.
2. DUTIES AS SUBADVISER.
(a) Subject to the supervision of the Company's Board of Trustees
("Board") and Adviser, the SubAdviser will provide a continuous investment
program for the Company, including investment research and management, with
respect to all securities and investments and cash equivalents of the Company.
The SubAdviser will determine from time to time what securities and other
investments will be purchased, retained or sold by the Company, and the brokers
and dealers through whom trades will be executed.
(b) The SubAdviser 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 SubAdviser may, in its
discretion, purchase and sell portfolio securities from and to brokers and
dealers who sell shares of the Company or provide the Company, Adviser's other
clients, or SubAdviser's other clients with research, analysis, advice and
similar services. The SubAdviser 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 SubAdviser 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 SubAdviser
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to the Company and their other clients and that the total commissions or spreads
paid by the Company will be reasonable in relation to the benefits to the
Company over the long term. In no instance will portfolio securities be
purchased from or sold to the SubAdviser, or any affiliated person thereof,
except in accordance with the federal securities laws and the rules and
regulations thereunder and any exemptive orders currently in effect. Whenever
the SubAdviser simultaneously places orders to purchase or sell the same
security on behalf of the Company and one or more other accounts advised by the
SubAdviser, 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 SubAdviser will maintain all books and records with respect to
the securities transactions of the Company, and will furnish the Board and
Adviser with such periodic and special reports as the Board or Adviser
reasonably may request. In compliance with the requirements of Rule 31a3 under
the 1940 Act, the SubAdviser hereby agrees that all records which it maintains
for the Company are the property of the Company, agrees to preserve for the
periods prescribed by Rule 31a2 under the 1940 Act any records which it
maintains for the Company and which are required to be maintained by Rule 31a1
under the 1940 Act, and further agrees to surrender promptly to the Company any
records which it maintains for the Company upon request by the Company.
3. FURTHER DUTIES. In all matters relating to the performance of this Contract,
SubAdviser will act in conformity with the Agreement and Declaration of Trust,
ByLaws and Registration Statement of the Company and with the instructions and
directions of the Board and will comply with the requirements of the 1940 Act,
the rules thereunder, and all other applicable federal and state laws and
regulations.
4. SERVICES NOT EXCLUSIVE. The services furnished by SubAdviser hereunder are
not to be deemed exclusive and SubAdviser 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 SubAdviser, who may also be a Trustee, officer
or employee of the Company, 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.
5. EXPENSES.
(a) During the term of this Contract, the Company will bear all expenses,
not specifically assumed by SubAdviser, incurred in its operations.
(b) Expenses borne by the Company will include but not be limited to the
following: (i) all direct charges relating to the purchase and sale of portfolio
securities, including the cost (including brokerage commissions, if any) of
securities purchased or sold by the Company and any losses incurred in
connection therewith; (ii) fees payable to and expenses incurred on behalf of
the Company by SubAdviser under this Contract; (iii) investment consulting fees
and related costs; (iv) expenses of organizing the Company; (v) expenses of
preparing and filing reports and other documents with governmental and
regulatory agencies; (vi) filing fees and expenses relating to the registration
and qualification of the Company's shares and the Company under federal and/or
state securities laws and maintaining such registrations and qualifications;
(vii) costs incurred in connection with the issuance, sale or repurchase of the
Company's shares of beneficial interest; (viii) fees and salaries payable to the
Company's Trustees who are not parties to this Contract or interested persons of
any such party ("Independent Trustees"); (ix) all expenses incurred in
connection with the Independent Trustees' services, including travel expenses;
(x) taxes (including any income or franchise taxes) and governmental fees; (xi)
costs of any liability, uncollectible items of deposit and other insurance and
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fidelity bonds; (xii) any costs, expenses or losses arising out of a liability
of or claim for damages or other relief asserted against the Company for
violation of any law; (xiii) interest charges; (xiv) legal, accounting and
auditing expenses, including legal fees of special counsel for the Independent
Trustees; (xv) charges of custodians, transfer agents, pricing agents and other
agents; (xvi) expenses of disbursing dividends and distributions; (xvii)
expenses of setting in type, printing and mailing reports, notices and proxy
materials for existing shareholders; (xviii) any extraordinary expenses
(including fees and disbursements of counsel, costs of actions, suits or
proceedings to which the Company is a party and the expenses the Company may
incur as a result of its legal obligation to provide indemnification to its
officers, Trustees, employees and agents) incurred by the Company; (xix) fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; (xx) costs of mailing and tabulating
proxies and costs of meetings of shareholders, the Board and any committees
thereof; (xxi) the cost of investment company literature and other publications
provided by the Company to its Trustees and officers; and (xxii) costs of
mailing, stationery and communications equipment.
(c) The payment or assumption by SubAdviser of any expense of the Company
that SubAdviser is not required by this Contract to pay or assume shall not
obligate SubAdviser to pay or assume the same or any similar expense of the
Company on any subsequent occasion.
6. COMPENSATION.
(a) For the services provided to the Company under this Contract, Adviser
will pay SubAdviser a fee, computed weekly and paid monthly, as set forth in
Appendix A hereto. Adviser will also pay SubAdviser a fee equal to 0.8% of the
Company's total investment income calculated in accordance with generally
accepted accounting principles, adjusted daily for currency revaluations, on a
marked to market basis, of the Company's assets; provided, however, that during
any fiscal year this amount shall not exceed 0.8% of the Company's total
investment income calculated in accordance with generally accepted accounting
principles.
(b) The fee shall be computed weekly and paid monthly to SubAdviser on or
before the last business day of the next succeeding calendar month.
(c) 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.
7. LIMITATION OF LIABILITY OF SUBADVISER AND INDEMNIFICATION. SubAdviser 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 Company 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 SubAdviser in the
performance by SubAdviser of its duties or from reckless disregard by SubAdviser
of its obligations and duties under this Contract. Any person, even though also
an officer, partner, employee, or agent of SubAdviser, who may be or become a
Trustee, officer, employee or agent of the Company, shall be deemed, when
rendering services to the Company or acting with respect to any business of the
Company to be rendering such service to or acting solely for the Company and not
as an officer, partner, employee, or agent or one under the control or direction
of SubAdviser even though paid by it.
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8. DURATION AND TERMINATION.
(a) This Contract shall become effective upon the date hereabove written,
provided that this Contract shall not take effect unless it has first been
approved (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 vote
of a majority of the Company's outstanding voting securities, when required by
the ▇▇▇▇ ▇▇▇.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in effect for two years from the above written date. Thereafter, if not
terminated 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 the Company.
(c) Notwithstanding the foregoing, this Contract may be terminated at any
time, without the payment of any penalty, by vote of the Board or by a vote of a
majority of the outstanding voting securities of the Company on sixty days'
written notice to SubAdviser or by SubAdviser at any time, without the payment
of any penalty, on sixty days' written notice to the Company. 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 no amendment of this Contract shall be effective until approved by
vote of a majority of the Company's outstanding voting securities, when required
by the 1940 Act.
10. GOVERNING LAW. This Contract shall be construed in accordance with the laws
of the State of Delaware (without regard to Delaware conflict or choice of law
provisions) and the 1940 Act. To the extent that the applicable laws of the
State of Delaware conflict with the applicable provisions of the 1940 Act, the
latter shall control.
11. 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. As used in this Contract, the terms
"majority of the outstanding voting securities," "interested person,"
"assignment," "broker," "dealer," "investment adviser," "national securities
exchange," "net assets," "prospectus," "sale," "sell" and "security" shall have
the same meaning as such terms have in the 1940 Act, subject to such exemption
as may be granted by the Securities and Exchange Commission by any rule,
regulation or order. Where the effect of a requirement of the 1940 Act reflected
in any provision of this Contract is made less restrictive by a rule, regulation
or order of the Securities and Exchange Commission, whether of special or
general application, 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 instrument to be
executed by their officers designated as of the day and year first above
written.
A I M ADVISORS, INC.
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------- --------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
INVESCO ASSET MANAGEMENT LIMITED
Attest: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ Tristan Hilgrath
-------------------- ---------------------
Name: Tristan Hillgrath
Title: Deputy CEO
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APPENDIX A
TO
SUBADVISORY CONTRACT
EMERGING MARKETS DEBT PORTFOLIO
0.8% of the Company's total investment income, plus
NET ASSETS ANNUAL RATE
First $500 million........................................ 0.29%
Next $1 billion........................................... 0.28%
Next $1 billion........................................... 0.27%
On amounts thereafter..................................... 0.26%