GT GLOBAL VARIABLE INVESTMENT SERIES
SUB-ADVISORY 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 ("Sub-Adviser").
WHEREAS Adviser has entered into an Investment Management and
Administration Contract with GT Global Variable Investment Series
("Company"), an openend management investment company registered under the
Investment Company Act of 1940, as amended ("1940 Act"), with respect to GT
Global Variable Europe Fund and GT Global Variable International, each Fund
being a series of the Company's shares of beneficial interest; and
WHEREAS Adviser desires to retain Sub-Adviser as sub-adviser to furnish
certain advisory services to the Funds, and Sub-Adviser 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 Sub-Adviser as sub-adviser of each
Fund for the period and on the terms set forth in this Contract. 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 Company'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 securities and investments and cash equivalents of the Fund.
The Sub-Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold with respect to each Fund,
and the brokers and dealers through whom trades will be executed.
(b) The Sub-Adviser agrees that, in placing orders with brokers, 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 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's determining in good
faith that such commission or spread is reasonable in
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terms either of the particular transaction or of the overall responsibility
of the Adviser and 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 federal 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. The Company recognizes that in some cases this procedure may
adversely affect the results attained for each Fund.
(c) The Sub-Adviser will maintain all 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. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser 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 31a-2 under the 1940 Act any records which
it maintains for the Company and which are required to be maintained by
Rule 31a-1 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, Sub-Adviser will act in conformity with the Agreement and
Declaration of Trust, By-Laws 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 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 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, each Fund will bear all expenses,
not specifically assumed by Sub-Adviser, incurred in its operations and the
offering of its shares.
(b) Expenses borne by each Fund 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
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by the Fund and any losses incurred in connection therewith; (ii) fees
payable to and expenses incurred on behalf of the Fund by Adviser under this
Contract; (iii) investment consulting fees and related costs; (iv) expenses
of organizing the Company and the Fund; (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 Fund'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 Fund'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 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 or the Fund 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) costs of
preparing share certificates; (xviii) expenses of setting in type, printing
and mailing prospectuses and supplements thereto, statements of additional
information and supplements theeto, reports and proxy materials for existing
shareholders; (xix) 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 or the Fund; (xx) fees,
voluntary assessments and other expenses incurred in connection with
membership in investment company organizations; (xxi) costs of mailing and
tabulating proxies and costs of meetings of shareholders, the Board and any
committees thereof; (xxii) the cost of investment company literature and
other publications provided by the Company to its Trustees and officers; and
(xxiii) costs of mailing, stationery and communications equipment.
(c) All general expenses of the Company and joint expenses of the Funds
shall be allocated among each Fund on a basis deemed fair and equitable by
Sub-Adviser, subject to Adviser's and the Board's supervision.
(d) The payment or assumption by Sub-Adviser of any expense of the
Company or any Fund that Sub-Adviser is not required by this Contract to pay
or assume shall not obligate Sub-Adviser to pay or assume the same or any
similar expense of the Company or any Fund on any subsequent occasion.
6. COMPENSATION.
(a) For the services provided to a Fund under this Contract, Adviser
will pay Sub-Adviser an annual fee, payable monthly, based upon the average
daily net assets of such Fund as set forth in Appendix A hereto.
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(b) For the services provided under this Contract to each Fund as
hereafter may be established, Adviser will pay to Sub-Adviser a fee in an
amount to be agreed upon in a written Appendix to this Contract executed by
Adviser and by Sub-Adviser.
(c) The fee shall be computed daily and paid monthly to Sub-Adviser on
or before the last business day of the next succeeding calendar month.
(d) 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 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 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 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 Company, shall be deemed, when rendering services to a Fund or
the Company or acting with respect to any business of a Fund or the Company
to be rendering such service to or acting solely for the Fund or the Company
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, 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.
(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, 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,
by vote of the Board or by a
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vote of a majority of the outstanding voting securities of the Fund on sixty
days' written notice to Sub-Adviser or by Sub-Adviser at any time, without
the payment of any penalty, on sixty days' written notice to the Company.
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 no amendment of this Contract shall be effective
until approved by vote of a majority of the Fund'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:----------------------- By: /S/ Xxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxx
Title: President
INVESCO ASSET MANAGEMENT LIMITED
Attest:----------------------- By: -----------------------
Name:
Title:
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APPENDIX A
TO
GT GLOBAL VARIABLE INVESTMENT SERIES
SUB-ADVISORY CONTRACT
BETWEEN
A I M ADVISORS, INC.
AND
INVESCO ASSET MANAGEMENT LIMITED
The Adviser shall pay the Sub-Adviser, as full compensation for all
services rendered and all facilities furnished hereunder, a fee related to
each Fund set forth below. Such fee shall be calculated by applying the
following annual rates to the average daily net assets of such Fund for the
calendar year computed in the manner used for the determination of the net
asset value of Shares of such Fund.
GT GLOBAL VARIABLE EUROPE FUND, GT GLOBAL VARIABLE INTERNATIONAL FUND
ANNUAL RATE
-----------
0.40% of net
assets
