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EXHIBIT (d)(12)
EMERGING MARKETS DEBT PORTFOLIO
AMENDED AND RESTATED
INVESTMENT MANAGEMENT AND ADMINISTRATION CONTRACT
BETWEEN
EMERGING MARKETS DEBT PORTFOLIO
AND
A I M ADVISORS, INC.
Contract made as of September 8, 1998, between Emerging Markets Debt
Portfolio, a Delaware business trust ("Company), and A I M Advisors, Inc., a
Delaware corporation (the "Adviser").
WHEREAS the Company is registered under the Investment Company Act of 1940,
as amended ("1940 Act"), as an open-end management investment company, and
WHEREAS the Company has retained Adviser as investment manager and
administrator to furnish certain investment advisory, portfolio management and
administration services to the Company, and the Company and Adviser entered into
an Investment Management and Administration Contract dated May 29, 1998, with
respect to the Company ("Advisory Agreement"); and
WHEREAS the Company and the Adviser desire to amend and restate the
Advisory Agreement in order to (i) change the name of Global High Income
Portfolio to Emerging Markets Debt Portfolio as of September 8, 1998;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Company hereby appoints Adviser as investment manager
and administrator of the Company for the period and on the terms set forth in
this Contract. Adviser accepts such appointment and agrees to render the
services herein set forth, for the compensation herein provided.
2. Duties as Investment Manager.
(a) Subject to the supervision of the Company's Board of Trustees
("Board"), Adviser 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. Adviser 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) Adviser agrees that in placing orders with brokers and dealers it will
attempt to obtain the best net results in terms of price and execution.
Consistent with this obligation Adviser may, in its discretion, purchase and
sell portfolio securities to and from brokers and
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dealers who sell shares of the Company or provide the Company or Adviser's other
clients with research, analysis, advice and similar services. Adviser may pay to
brokers and dealers, in return for research and analysis, a higher commission or
spread than may be charged by other brokers and dealers, subject to Adviser's
determining in good faith that such commission or spread is reasonable in terms
either of the particular transaction or of the overall responsibility of Adviser
to the Company and its 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 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 Adviser
simultaneously places orders to purchase or sell the same security on behalf of
a Company and one or more other accounts advised by 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 obtained for the Company.
(c) Adviser will oversee the maintenance of all books and records with
respect to the securities transactions of the Company, and will furnish the
Board with such periodic and special reports as the Board reasonably may
request. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
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. Duties as Administrator. Adviser will administer the affairs of the Company
subject to the supervision of the Board and the following understandings:
(a) Adviser will supervise all aspects of the operations of the Company,
including the oversight of transfer agency and custodial services, except as
hereinafter set forth; provided, however, that nothing herein contained shall be
deemed to relieve or deprive the Board of its responsibility for control of the
conduct of the affairs of the Company.
(b) At Adviser's expense, Adviser will provide the Company with such
corporate, administrative and clerical personnel (including officers of the
Company) and services as are reasonably deemed necessary or advisable by the
Board.
(c) Adviser will arrange, but not pay, for the periodic preparation,
updating, filing and dissemination (as applicable) of the Company's proxy
material, tax returns and required reports with or to the Company's
shareholders, the Securities and Exchange Commission and other appropriate
federal or state regulatory authorities.
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(d) Adviser will provide the Company with, or obtain for it, adequate
office space and all necessary office equipment and services, including
telephone service, heat, utilities, stationery supplies and similar items.
4. Further Duties. In all matters relating to the performance of this Contract,
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.
5. Delegation of Adviser's Duties as Investment Manager and Administrator. With
respect to the Company, Adviser may enter into one or more contracts
("Sub-Advisory or Sub-Administration Contract") with a sub-adviser or
sub-administrator in which Adviser delegates to such sub-adviser or
sub-administrator the performance of any or all of the services specified in
Paragraphs 2 and 3 of this Contract, provided that: (i) each Sub-Advisory and
Sub-Administration Contract imposes on the sub-adviser or sub-administrator
bound thereby all the duties and conditions to which Adviser is subject with
respect to the services under Paragraphs 2, 3 and 4 of this Contract; (ii) each
Sub-Advisory and Sub-Administration Contract meets all requirements of the 1940
Act and rules thereunder, and (iii) Adviser shall not enter into a Sub-Advisory
or Sub-Administration Contract unless it is approved by the Board prior to
implementation.
6. Services Not Exclusive. The services furnished by Adviser hereunder are not
to be deemed exclusive and 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 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.
7. Expenses.
(a) During the term of this Contract, the Company will bear all expenses,
not specifically assumed by Adviser.
(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 Adviser under this Contract; (iii) investment consulting fees and
related costs; (iv) expenses of organizing the Company; (v) expenses of
preparing 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
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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 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) Adviser will assume the cost of any compensation for services provided
to the Company received by the officers of the Company and by the Trustees of
the Company who are not Independent Trustees.
(d) The payment or assumption by Adviser of any expense of the Company that
Adviser is not required by this Contract to pay or assume shall not obligate
Adviser to pay or assume the same or any similar expense of the Company on any
subsequent occasion.
8. Compensation.
(a) For the services provided to the Company under this Contract, the
Company shall pay the Adviser an annual fee, payable monthly, based upon the
average daily net assets of the Company as forth in Appendix A attached hereto.
Such compensation shall be paid solely from the assets of the Company. The
Company will also pay the Adviser a fee equal to 2% 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 2% of the Company's total investment income
calculated in accordance with generally accepted accounting principles.
(b) The fee shall be computed daily and paid monthly to Adviser on or
before the last business day of the next succeeding calendar month.
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(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.
9. Limitation of Liability of Adviser and Indemnification. Adviser shall not be
liable and the Company shall indemnify Adviser and its directors, officers and
employees, 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 Adviser in the
performance by Adviser of its duties or from reckless disregard by Adviser of
its obligations and duties under this Contract. Any person, even though also an
officer, partner, employee, or agent of Adviser, who may be or become an
officer, Trustee, 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 Adviser even though paid by it.
10. 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 Company
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.
(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 the Company 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, with respect to the Company 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 Adviser or by Adviser
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.
11. Amendment of this Contract. 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
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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.
12. 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.
13. License Agreement. The Company 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 adviser to the Company with
respect to such series of shares.
14. Limitation of Shareholder Liability. It is expressly agreed that the
obligations of the Company hereunder shall not be binding upon any of the
Trustees, shareholders, nominees, officers, agents or employees of the Company
personally, but shall only bind the assets and property of the Company, as
provided in the Company's Agreement and Declaration of Trust. The execution and
delivery of this Contract have been authorized by the Trustees of the Company
and shareholders of the Company, and this Contract has been executed and
delivered by an authorized officer of the Company acting as such; neither such
authorization by such Trustees and shareholders nor such execution and delivery
by such officer shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind only the
assets and property of the Company, as provided in the Company's Agreement and
Declaration of Trust.
15. Miscellaneous. The captions in this Contract are included for convenience of
reference only and in no way define or limit 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.
Attest: EMERGING MARKETS DEBT PORTFOLIO
By: /s/ XXXXXXXX X. XXXXXXXX By: /s/ XXXXXX X. XXXXXX
------------------------ --------------------
Name: Xxxxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: President
Attest: A I M ADVISORS, INC.
By: /s/ XXXXXXXX X. XXXXXXXX By: /s/ XXXXXX X. XXXXXX
------------------------ --------------------
Name: Xxxxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: President
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APPENDIX A
TO
AMENDED AND RESTATED
INVESTMENT MANAGEMENT AND ADMINISTRATION CONTRACT
OF
EMERGING MARKETS DEBT PORTFOLIO
In addition to amounts otherwise payable under Section 8(a) of the
Contract, the Company shall pay the Adviser, out of the assets of the Company,
as full compensation for all services rendered and all facilities furnished
hereunder, a management fee for the Company set forth below. Such fee shall be
calculated by applying the following annual rates to the average daily net
assets of the Company for the calendar year computed in the manner used for the
determination of the net asset value of shares of the Company.
EMERGING MARKETS DEBT PORTFOLIO
NET ASSETS ANNUAL RATE
---------- -----------
First $ 500 million................................................ .475%
Next $ 1 billion................................................... .45%
Next $ 1 billion................................................... .425%
On amounts thereafter.............................................. .40%
