EXHIBIT g.2
AIM SELECT REAL ESTATE INCOME FUND
MASTER INTERGROUP SUB-ADVISORY CONTRACT
FOR MUTUAL FUNDS
This contract is made as of the ___ day of __________, 2002, between
A I M Advisors, Inc. (the "Adviser"), 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX
00000-0000 and INVESCO INSTITUTIONAL (N.A.), INC. (the "Sub-Adviser"),
____________________.
WHEREAS:
(A) the Adviser has entered into an investment advisory agreement with
AIM Select Real Estate Income Fund (the "Trust"), a closed-end management
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), with respect to its sole series portfolio (the
"Fund");
(B) the 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) the 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 the 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. The Adviser hereby appoints the Sub-Adviser as
Sub-Adviser of the Fund for the period and on the terms set forth in the
attachments hereto. The 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 the Adviser, the Sub-Adviser will provide a
continuous investment program for the 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 the 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 from and to brokers and dealers who sell shares of the Fund
or provide the Fund, the Adviser's other clients, or the 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 Fund and their other clients and
that the total commissions or spreads paid by the 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
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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 the 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 Fund, and
will furnish the Board and the Adviser with such periodic and special
reports as the Board or the Adviser reasonably may request. Sub-Adviser
xxxxxx 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, the 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.
The Sub-Adviser shall maintain compliance procedures for the Fund 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 the Sub-Adviser
hereunder are not to be deemed exclusive and the Sub-Adviser shall be free to
furnish similar services to others
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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 the 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.
5. Compensation.
(a) For the services provided to the Fund under this Contract,
the Adviser will pay the Sub-Adviser a fee, computed daily and paid
monthly, at the rate of 50% of the management fee paid to the Adviser
per year net of waivers and reimbursements, 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. Limitation of Liability of Sub-Adviser and Indemnification. The
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 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
the Sub-Adviser in the performance by the Sub-Adviser of its duties or from
reckless disregard by the Sub-Adviser of its obligations and duties under this
Contract. Any person, even though also an officer, partner, employee, or agent
of the Sub-Adviser, who may be or become a Trustee, officer, employee or agent
of the Trust, shall be deemed, when rendering services to the Fund or
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acting with respect to any business of the Fund to be rendering such service to
or acting solely for the Fund and not as an officer, partner, employee, or agent
or one under the control or direction of the Sub-Adviser even though paid by it.
7. 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 the Fund unless it has first been approved (i) by a
vote of a majority of the Trustees who are not parties to this Contract
or "interested persons" (as defined in the 1940 Act) 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 the Fund's outstanding voting
securities, when required by the 1940 Act.
(b) Unless sooner terminated as provided herein, this Contract
shall continue in force and effect until ___________, 2004. Thereafter,
if not terminated, with respect to the 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 the Fund.
(c) Notwithstanding the foregoing, 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 the
Sub-Adviser; or (ii) by the Adviser on sixty days' written notice to
the Sub-Adviser; or (iii) by
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the Sub-Adviser on sixty days' written notice to the Fund. This
Contract will automatically terminate in the event of its assignment.
8. 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.
9. 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 that of the Adviser shall be 00 Xxxxxxxx Xxxxx, Xxxxx
000, Xxxxxxx, XX 00000-0000. Until further notice to the other party, it is
agreed that the address of the Sub-Adviser shall be _________________________.
10. 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.
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. 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
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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 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.
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.
AIM ADVISORS, INC. INVESCO INSTITUTIONAL (N.A.), INC.
By: By:
----------------------------- --------------------------------
Name: Name:
Its: Its:
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