Common use of FOURTH Clause in Contracts

FOURTH. The public offering price of Class A, Class B1, Class B2, Class B3 (Class B1, Class B2 and Class B3 are together "Class B"), Class C and Class Z shares of a Fund (the "offering price") shall be the net asset value per share of the applicable Fund plus a sales charge, if any. Net asset value per share shall be determined in accordance with the provisions of the Registration Statement of the applicable Fund. As compensation for its service activities under this Agreement with respect to Class A, Class B and Class C shares, the Distributor shall receive from the Trust a service fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan"), as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may impose. As compensation for its activities under this Agreement with respect to the distribution of Class A and Class C shares, the Distributor shall retain the initial sales charges, if any, based on the amount of sales of such shares attributable to the Distributor, on purchases of Class A and Class C shares as set forth in the Registration Statement. The Distributor is authorized to collect the gross proceeds derived from the sale of the Class A and Class C shares, remit the net asset value thereof to the Trust upon receipt of the proceeds and retain the initial sales charge, if any. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and Class C shares, the Distributor shall receive all contingent deferred sales charges, based on the amount of sales of such shares attributable to the Distributor, imposed on redemptions of Class A, Class B and Class C shares of each Fund. Whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption shall be determined in accordance with, and in the manner set forth in, the Registration Statement. As compensation for its activities under this Agreement with respect to the distribution of the Class B and Class C shares, the Distributor shall receive from the Trust a distribution fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the 12b-1 Plan, as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may impose. The Distributor may reallow any or all of the initial sales charges, contingent deferred sales charges, or service fees which it is paid under this Agreement with respect to Class A, Class B or Class C shares to such dealers as the Distributor may from time to time determine. The Trust shall have no obligation to compensate or reimburse the Distributor for any services performed by it hereunder with respect to Class Z shares. FIFTH: ------ The Distributor shall act as agent of the Trust on behalf of the Funds in connection with the sale and repurchase of shares of the Funds. Except with respect to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion of the sale of shares of the Funds and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor may enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell shares of the Funds to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer and financial institution shall act as a principal, and not as an agent, of the Trust on behalf of the Funds. SIXTH: ------ The Funds shall bear: o the expenses of qualification of shares of the Funds for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Trust that it does not wish such qualification continued; and o all legal expenses in connection with the foregoing.

FOURTH. The public offering price of Class A, Class B1, Class B2, Class B3 (Class B1, Class B2 and Class B3 are together "Class B"), Class C and Class Z shares of a the Fund (the "offering price") shall be the net asset value per share of the applicable Fund plus a sales charge, if any. Net asset value per share shall be determined in accordance with the provisions of the Registration Statement of the applicable Fund. As compensation for its service activities under this Agreement with respect to Class A, Class B and Class C shares, the Distributor shall receive from the Trust a service fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the distribution plan adopted by the Trust on behalf of a the Fund pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan"), as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may impose. As compensation for its activities under this Agreement with respect to the distribution of Class A and Class C shares, the Distributor shall retain the initial sales charges, if any, based on the amount of sales of such shares attributable to the Distributor, on purchases of Class A and Class C shares as set forth in the Registration Statement. The Distributor is authorized to collect the gross proceeds derived from the sale of the Class A and Class C shares, remit the net asset value thereof to the Trust upon receipt of the proceeds and retain the initial sales charge, if any. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and Class C shares, the Distributor shall receive all contingent deferred sales charges, based on the amount of sales of such shares attributable to the Distributor, imposed on redemptions of Class A, Class B and Class C shares of each the Fund. Whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption shall be determined in accordance with, and in the manner set forth in, the Registration Statement. As compensation for its activities under this Agreement with respect to the distribution of the Class B and Class C shares, the Distributor shall receive from the Trust a distribution fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the 12b-1 Plan, as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may impose. The Distributor may reallow any or all of the initial sales charges, contingent deferred sales charges, or service fees which it is paid under this Agreement with respect to Class A, Class B or Class C shares to such dealers as the Distributor may from time to time determine. The Trust shall have no obligation to compensate or reimburse the Distributor for any services performed by it hereunder with respect to Class Z shares. FIFTH: ------ ----- The Distributor shall act as agent of the Trust on behalf of the Funds Fund in connection with the sale and repurchase of shares of the FundsFund. Except with respect to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion of the sale of shares of the Funds Fund and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor may enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell shares of the Funds Fund to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer and financial institution shall act as a principal, and not as an agent, of the Trust on behalf of the FundsFund. SIXTH: ------ ----- The Funds Fund shall bear: o the expenses of qualification of shares of the Funds Fund for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Trust that it does not wish such qualification continued; and o all legal expenses in connection with the foregoing.

FOURTH. The public offering price of Class A, Class B1, Class B2, Class B3 (Class B1, Class B2 and Class B3 are together "Class B"), Class C and Class Z shares of a Fund (the "offering price") shall be the net asset value per share of the applicable Fund plus a sales charge, if any. Net asset value per share shall be determined in accordance with the provisions of the Registration Statement of the applicable Fund. As compensation for its service activities under this Agreement with respect to Class A, Class B and Class C shares, the Distributor shall receive from the Trust a service fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan"), as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may impose. As compensation for its activities under this Agreement with respect to the distribution of Class A and Class C shares, the Distributor shall retain the initial sales charges, if any, based on the amount of sales of such shares attributable to the Distributor, on purchases of Class A and Class C shares as set forth in the Registration Statement. The Distributor is authorized to collect the gross proceeds derived from the sale of the Class A and Class C shares, remit the net asset value thereof to the Trust upon receipt of the proceeds and retain the initial sales charge, if any. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and Class C shares, the Distributor shall receive all contingent deferred sales charges, based on the amount of sales of such shares attributable to the Distributor, imposed on redemptions of Class A, Class B and Class C shares of each Fund. Whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption shall be determined in accordance with, and in the manner set forth in, the Registration Statement. As compensation for its activities under this Agreement with respect to the distribution of the Class B and Class C shares, the Distributor shall receive from the Trust a distribution fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the 12b-1 Plan, as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may impose. The Distributor may reallow any or all of the initial sales charges, contingent deferred sales charges, or service fees which it is paid under this Agreement with respect to Class A, Class B or Class C shares to such dealers as the Distributor may from time to time determine. The Trust shall have no obligation to compensate or reimburse the Distributor for any services performed by it hereunder with respect to Class Z shares. FIFTH: ------ The Distributor shall act as agent of the Trust on behalf of the Funds in connection with the sale and repurchase of shares of the Funds. Except with respect to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion of the sale of shares of the Funds and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor may enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell shares of the Funds to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer and financial institution shall act as a principal, and not as an agent, of the Trust on behalf of the Funds. SIXTH: ------ The Funds shall bear: o the expenses of qualification of shares of the Funds for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Trust that it does not wish such qualification continued; and o all legal expenses in connection with the foregoing.

FOURTH. The public offering price of Class AAA, Class A, Class B1, Class B2, Class B3 (Class B1, Class B2 and Class B3 are together "Class B")T, Class C and Class Z Y shares of a Fund (the "“offering price"”) shall be the net asset value per share of the applicable Fund plus a sales charge, if any. Net asset value per share shall be determined in accordance with the provisions of the Registration Statement of the applicable Fund. As compensation for its service activities under this Agreement with respect to Class AAA, Class A, Class B T and Class C sharesC, the Distributor shall receive from the Trust Corporation a service fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the distribution plan adopted by the Trust Corporation on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act (the "“12b-1 Plan"”), as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees Directors may impose. As compensation for its activities under this Agreement with respect to the distribution of Class A A, Class C, and Class C sharesT, the Distributor shall retain the initial sales charges, if any, based on the amount of sales of such shares attributable to the Distributor, on purchases of Class A A, Class C, and Class C T shares as set forth in the Registration Statement. The Distributor is authorized to collect the gross proceeds derived from the sale of the Class A A, Class C and Class C sharesT, remit the net asset value thereof to the Trust Corporation upon receipt of the proceeds and retain the initial sales charge, if any. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B A and Class C shares, the Distributor shall receive all contingent deferred sales charges, based on the amount of sales of such shares attributable to the Distributor, imposed on redemptions of Class A, Class B A and Class C shares of each Fund. Whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption shall be determined in accordance with, and in the manner set forth in, the Registration Statement. As compensation for its activities under this Agreement with respect to the distribution of the Class B AAA, Class A, Class T and Class C shares, the Distributor shall receive from the Trust Corporation a distribution fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the 12b-1 Plan, as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees Directors may impose. The Distributor may reallow any or all of the initial sales charges, contingent deferred sales charges, or service fees which it is paid under this Agreement with respect to Class A, Class B T or Class C shares to such dealers as the Distributor may from time to time determine. The Trust Corporation shall have no obligation to compensate or reimburse the Distributor for any services performed by it hereunder with respect to Class Z Y shares. FIFTH: ------ The Distributor shall act as agent of the Trust Corporation on behalf of the Funds in connection with the sale and repurchase of shares of the Funds. Except with respect to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion of the sale of shares of the Funds and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor may enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell shares of the Funds to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer and financial institution shall act as a principal, and not as an agent, of the Trust Corporation on behalf of the Funds. SIXTH: ------ The Funds shall bear: o • the expenses of qualification of shares of the Funds for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Trust Corporation that it does not wish such qualification continued; and o • all legal expenses in connection with the foregoing.

FOURTH. The public offering price of Class A, Class B1, Class B2, Class B3 (Class B1, Class B2 and Class B3 are together "Class B"), Class C and Class Z Y shares of a Fund (the "“offering price"”) shall be the net asset value per share of the applicable Fund plus a sales charge, if any. Net asset value per share shall be determined in accordance with the provisions of the Registration Statement of the applicable Fund. As compensation for its service activities under this Agreement with respect to Class A, Class B and Class C sharesC, the Distributor shall receive from the Trust Corporation a service fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the distribution plan adopted by the Trust Corporation on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act (the "“12b-1 Plan"”), as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees Directors may impose. As compensation for its activities under this Agreement with respect to the distribution of Class A and Class C sharesC, the Distributor shall retain the initial sales charges, if any, based on the amount of sales of such shares attributable to the Distributor, on purchases of Class A and Class C shares as set forth in the Registration Statement. The Distributor is authorized to collect the gross proceeds derived from the sale of the Class A and Class C sharesC, remit the net asset value thereof to the Trust Corporation upon receipt of the proceeds and retain the initial sales charge, if any. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and Class C shares, the Distributor shall receive all contingent deferred sales charges, based on the amount of sales of such shares attributable to the Distributor, imposed on redemptions of Class A, Class B and Class C shares of each Fund. Whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption shall be determined in accordance with, and in the manner set forth in, the Registration Statement. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and Class C shares, the Distributor shall receive from the Trust Corporation a distribution fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the 12b-1 Plan, as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees Directors may impose. The Distributor may reallow any or all of the initial sales charges, contingent deferred sales charges, or service fees which it is paid under this Agreement with respect to Class A, Class B or Class C shares to such dealers as the Distributor may from time to time determine. The Trust Corporation shall have no obligation to compensate or reimburse the Distributor for any services performed by it hereunder with respect to Class Z Y shares. FIFTH: ------ The Distributor shall act as agent of the Trust Corporation on behalf of the Funds in connection with the sale and repurchase of shares of the Funds. Except with respect to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion of the sale of shares of the Funds and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor may enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell shares of the Funds to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer and financial institution shall act as a principal, and not as an agent, of the Trust Corporation on behalf of the Funds. SIXTH: ------ The Funds shall bear: o • the expenses of qualification of shares of the Funds for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Trust Corporation that it does not wish such qualification continued; and o • all legal expenses in connection with the foregoing.

FOURTH. The public offering price of Class A, Class B1, Class B2, Class B3 (Class B1, Class B2 and Class B3 are together "Class B"), Class C and Class Z Y shares of a Fund (the "“offering price"”) shall be the net asset value per share of the applicable Fund plus a sales charge, if any. Net asset value per share shall be determined in accordance with the provisions of the Registration Statement of the applicable Fund. As compensation for its service activities under this Agreement with respect to Class A, Class B and Class C shares, the Distributor shall receive from the Trust Corporation a service fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the distribution plan adopted by the Trust Corporation on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act (the "“12b-1 Plan"”), as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees Directors may impose. As compensation for its activities under this Agreement with respect to the distribution of Class A and Class C shares, the Distributor shall retain the initial sales charges, if any, based on the amount of sales of such shares attributable to the Distributor, on purchases of Class A and Class C shares as set forth in the Registration Statement. The Distributor is authorized to collect the gross proceeds derived from the sale of the Class A and Class C shares, remit the net asset value thereof to the Trust Corporation upon receipt of the proceeds and retain the initial sales charge, if any. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and Class C shares, the Distributor shall receive all contingent deferred sales charges, based on the amount of sales of such shares attributable to the Distributor, imposed on redemptions of Class A, Class B and Class C shares of each the Fund. Whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption shall be determined in accordance with, and in the manner set forth in, the Registration Statement. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and Class C shares, the Distributor shall receive from the Trust Corporation a distribution fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the 12b-1 Plan, as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees Directors may impose. The Distributor may reallow any or all of the initial sales charges, contingent deferred sales charges, or service fees which it is paid under this Agreement with respect to Class A, Class B or Class C shares to such dealers as the Distributor may from time to time determine. The Trust Corporation shall have no obligation to compensate or reimburse the Distributor for any services performed by it hereunder with respect to Class Z Y shares. FIFTH: ------ The Distributor shall act as agent of the Trust Corporation on behalf of the Funds Fund in connection with the sale and repurchase of shares of the FundsFund. Except with respect to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion of the sale of shares of the Funds Fund and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor may enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell shares of the Funds to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer and financial institution shall act as a principal, and not as an agent, of the Trust Corporation on behalf of the FundsFund. SIXTH: ------ The Funds Fund shall bear: o • the expenses of qualification of shares of the Funds Fund for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Trust Corporation that it does not wish such qualification continued; and o • all legal expenses in connection with the foregoing.

FOURTH. The public offering price of Class A, Class B1, Class B2, Class B3 (Class B1, Class B2 and Class B3 are together "Class B"), Class C and Class Z shares of a Fund A Shares or AIM Cash Reserve Shares (the "offering price") shall be the net asset value per share of the applicable Fund plus a sales charge, if any. Net asset value per share shall be determined in accordance with the provisions of the Registration Statement then current prospectus and statement of additional information of the applicable FundPortfolios. As compensation for its service activities under this Agreement with respect to Class A, Class B and Class C shares, the Distributor The sales charge shall receive from the Trust a service fee, based on the amount of sales of such shares attributable to be established by the Distributor, . The Distributor may establish a schedule of contingent deferred sales charges to be imposed at the rate time of redemption of certain Class A Shares or AIM Cash Reserve Shares and under such schedule of contingent deferred sales charges shall be disclosed in the terms current prospectus or statement of additional information for each Portfolio. The sales charges and conditions of contingent deferred sales charges may reflect scheduled variations in, or the distribution plan adopted by the Trust elimination of, sales charges on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan"), as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may impose. As compensation for its activities under this Agreement with respect to the distribution sales of Class A and Class C shares, the Distributor shall retain the initial sales charges, if any, based on the amount of sales of such shares attributable to the Distributor, on purchases Shares or AIM Cash Reserve Shares or redemption of Class A Shares or AIM Cash Reserve Shares either generally to the public, or to any specified class of investors or in connection with any specified class of transactions, in accordance with Rule 22d-1 and Class C shares as set forth in the Registration Statementthen current prospectus and statement of additional information of the Portfolios. The Distributor is authorized shall apply any scheduled variation in, or elimination of, the selling commission or contingent deferred sales charge uniformly to collect all offerees in the gross proceeds derived from the sale class specified. The public offering price of the Class A and Class C shares, remit shares shall be the net asset value thereof to the Trust upon receipt per share of the proceeds and retain the initial sales charge, if any. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and applicable Class C shares, the Distributor shall receive all contingent deferred sales charges, based on the amount of sales of such shares attributable to the Distributor, imposed on redemptions of Class A, Class B and Class C shares of each Fund. Whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption Net asset value per share shall be determined in accordance withwith the provisions of the then current prospectus and statement of additional information of the applicable Portfolio. The Distributor may establish a schedule of contingent deferred sales charges to be imposed at the time of redemption of the Shares, and such schedule shall be disclosed in the manner set forth in, the Registration Statementcurrent prospectus or statement of additional information of each Portfolio. As compensation for its activities under this Agreement with respect to the distribution Such schedule of the Class B and contingent deferred sales charges may reflect variations in or waivers of such charges on redemptions of Class C shares, the Distributor shall receive from the Trust a distribution fee, based on the amount of sales of such shares attributable either generally to the Distributorpublic or to any specified class of shareholders and/or in connection with any specified class of transactions, at in accordance with applicable rules and regulations and exemptive relief granted by the rate Securities and under the terms and conditions of the 12b-1 Plan, as such Plan is amended from time to timeExchange Commission, and subject to any further limitations on such fee as set forth in the Board Portfolios' current prospectus(es) or statement(s) of Trustees may imposeadditional information. The Distributor may reallow and the Company shall apply any then applicable scheduled variation in or all waiver of the initial sales charges, contingent deferred sales charges, or service fees which it is paid under this Agreement with respect charges uniformly to Class A, Class B or Class C shares all shareholders and/or all transactions belonging to such dealers as the Distributor may from time to time determine. The Trust shall have no obligation to compensate or reimburse the Distributor for any services performed by it hereunder with respect to Class Z shares. FIFTH: ------ The Distributor shall act as agent of the Trust on behalf of the Funds in connection with the sale and repurchase of shares of the Funds. Except with respect to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion of the sale of shares of the Funds and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor may enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell shares of the Funds to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer and financial institution shall act as a principal, and not as an agent, of the Trust on behalf of the Funds. SIXTH: ------ The Funds shall bear: o the expenses of qualification of shares of the Funds for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Trust that it does not wish such qualification continued; and o all legal expenses in connection with the foregoingspecified class.

FOURTH. The public offering price of Class A, Class B1, Class B2, Class B3 (Class B1, Class B2 and Class B3 are together "Class B"), Class C and Class Z Y shares of a the Fund (the "“offering price"”) shall be the net asset value per share of the applicable Fund plus a sales charge, if any. Net asset value per share shall be determined in accordance with the provisions of the Registration Statement of the applicable Fund. As compensation for its service activities under this Agreement with respect to Class A, Class B and Class C shares, the Distributor shall receive from the Trust Corporation a service fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the distribution plan adopted by the Trust Corporation on behalf of a the Fund pursuant to Rule 12b-1 under the 1940 Act (the "“12b-1 Plan"”), as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may impose. described in Appendix B. As compensation for its activities under this Agreement with respect to the distribution of Class A and Class C shares, the Distributor shall retain the initial sales charges, if any, based on the amount of sales of such shares attributable to the Distributor, on purchases of Class A and Class C shares as set forth in the Registration StatementStatement and in Appendix B hereto. The Distributor is authorized to collect the gross proceeds derived from the sale of the Class A and Class C shares, remit the net asset value thereof to the Trust Corporation upon receipt of the proceeds and retain the initial sales charge, if any. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and Class C shares, the Distributor shall receive all contingent deferred sales charges, based on the amount of sales of such shares attributable to the Distributor, imposed on redemptions of Class A, Class B and Class C shares of each the Fund. Whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption shall be determined in accordance with, and in the manner set forth in, the Registration StatementStatement and in Appendix B hereto. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and Class C shares, the Distributor shall receive from the Trust Corporation a distribution fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the 12b-1 Plan, as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may imposedescribed in Appendix B hereto. The Distributor may reallow any or all of the initial sales charges, contingent deferred sales charges, distribution fees or service fees which it is paid under this Agreement with respect to Class A, Class B or Class C shares to such dealers as the Distributor may from time to time determine. The Trust Corporation shall have no obligation to compensate or reimburse the Distributor for any services performed by it hereunder with respect to Class Z Y shares. FIFTH: ------ The Nothing in this Agreement shall be construed to prohibit the Distributor shall act as agent of the Trust on behalf of the Funds from receiving compensation or reimbursement for its services in connection with the sale distribution of the Fund’s shares from sources other than the initial sales charges, contingent deferred sales charges, distribution fees or services fees attributable to the Fund. The Corporation recognizes and repurchase acknowledges that the Distributor’s affiliates and/or Gabelli Funds, LLC (“Gabelli Funds”) or its affiliates may make payments to the Distributor with respect to any expenses incurred in the distribution of shares of the Funds. Except with respect Fund, such payments payable from past profits or other resources of such entities, including in the case of Gabelli Funds management fees paid to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion of the sale of shares of the Funds and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor may enter into agreements with investment dealers and financial institutions selected it by the Distributor, authorizing such investment dealers and financial institutions to offer and sell shares of the Funds to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer and financial institution shall act as a principal, and not as an agent, of the Trust on behalf of the Funds. SIXTH: ------ The Funds shall bear: o the expenses of qualification of shares of the Funds for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Trust that it does not wish such qualification continued; and o all legal expenses in connection with the foregoingFund.

FOURTH. The public offering price of Class A, Class B1, Class B2, Class B3 (Class B1, Class B2 and Class B3 are together "Class B"), Class C and Class Z Y shares of a Fund (the "offering price") shall be the net asset value per share of the applicable Fund plus a sales charge, if any. Net asset value per share shall be determined in accordance with the provisions of the Registration Statement of the applicable Fund. As compensation for its service activities under this Agreement with respect to Class A, Class B and Class C sharesC, the Distributor shall receive from the Trust Corporation a service fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the distribution plan adopted by the Trust Corporation on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan"), as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees Directors may impose. As compensation for its activities under this Agreement with respect to the distribution of Class A and Class C sharesC, the Distributor shall retain the initial sales charges, if any, based on the amount of sales of such shares attributable to the Distributor, on purchases of Class A and Class C shares as set forth in the Registration Statement. The Distributor is authorized to collect the gross proceeds derived from the sale of the Class A and Class C sharesC, remit the net asset value thereof to the Trust Corporation upon receipt of the proceeds and retain the initial sales charge, if any. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and Class C shares, the Distributor shall receive all contingent deferred sales charges, based on the amount of sales of such shares attributable to the Distributor, imposed on redemptions of Class A, Class B and Class C shares of each Fund. Whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption shall be determined in accordance with, and in the manner set forth in, the Registration Statement. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and Class C shares, the Distributor shall receive from the Trust Corporation a distribution fee, based on the amount of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions of the 12b-1 Plan, as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees Directors may impose. The Distributor may reallow any or all of the initial sales charges, contingent deferred sales charges, or service fees which it is paid under this Agreement with respect to Class A, Class B or Class C shares to such dealers as the Distributor may from time to time determine. The Trust Corporation shall have no obligation to compensate or reimburse the Distributor for any services performed by it hereunder with respect to Class Z Y shares. FIFTH: ------ The Distributor shall act as agent of the Trust Corporation on behalf of the Funds in connection with the sale and repurchase of shares of the Funds. Except with respect to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion of the sale of shares of the Funds and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor may enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell shares of the Funds to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer and financial institution shall act as a principal, and not as an agent, of the Trust Corporation on behalf of the Funds. SIXTH: ------ The Funds shall bear: o the expenses of qualification of shares of the Funds for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Trust that it does not wish such qualification continued; and o all legal expenses in connection with the foregoing.

FOURTH. The public offering price of Class A, Class B1, Class B2, Class B3 (Class B1, Class B2 and Class B3 are together "Class B"), Class C and Class Z shares of a Fund A Shares or AIM Cash Reserve Shares (the "offering price") shall be the net asset value per share of the applicable Fund plus a sales charge, if any. Net asset value per share shall be determined in accordance with the provisions of the Registration Statement then current prospectus and statement of additional information of the applicable FundPortfolios. As compensation for its service activities under this Agreement with respect to Class A, Class B and Class C shares, the Distributor The sales charge shall receive from the Trust a service fee, based on the amount of sales of such shares attributable to be established by the Distributor, . The Distributor may establish a schedule of contingent deferred sales charges to be imposed at the rate time of redemption of certain Class A Shares or AIM Cash Reserve Shares and under such schedule of contingent deferred sales charges shall be disclosed in the terms current prospectus or statement of additional information for each Portfolio. The sales charges and conditions of contingent deferred sales charges may reflect scheduled variations in, or the distribution plan adopted by the Trust elimination of, sales charges on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan"), as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may impose. As compensation for its activities under this Agreement with respect to the distribution sales of Class A and Class C shares, the Distributor shall retain the initial sales charges, if any, based on the amount of sales of such shares attributable to the Distributor, on purchases Shares or AIM Cash Reserve Shares or redemption of Class A Shares or AIM Cash Reserve Shares either generally to the public, or to any specified class of investors or in connection with any specified class of transactions, in accordance with Rule 22d-1 and Class C shares as set forth in the Registration Statementthen current prospectus and statement of additional information of the Portfolios. The Distributor is authorized shall apply any scheduled variation in, or elimination of, the selling commission or contingent deferred sales charge uniformly to collect all offerees in the gross proceeds derived from the sale class specified. The public offering price of the Class A and Class C shares, remit Shares shall be the net asset value thereof to the Trust upon receipt per share of the proceeds and retain the initial sales charge, if any. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and applicable Class C shares, the Distributor shall receive all contingent deferred sales charges, based on the amount of sales of such shares attributable to the Distributor, imposed on redemptions of Class A, Class B and Class C shares of each FundShares. Whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption Net asset value per share shall be determined in accordance with, and in with the manner set forth in, the Registration Statement. As compensation for its activities under this Agreement with respect to the distribution provisions of the Class B then current prospectus and Class C shares, the Distributor shall receive from the Trust a distribution fee, based on the amount statement of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions additional information of the 12b-1 Plan, as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may imposeapplicable Portfolio. The Distributor may reallow any or all establish a schedule of the initial sales charges, contingent deferred sales charges, or service fees which it is paid under this Agreement with respect charges to Class A, Class B or be imposed at the time of redemption of the Class C shares Shares, and such schedule shall be disclosed in the current prospectus or statement of additional information of each Portfolio. Such schedule of contingent deferred sales charges may reflect variations in or waivers of such charges on redemptions of Class C Shares, either generally to such dealers as the Distributor may from time public or to time determine. The Trust shall have no obligation to compensate or reimburse the Distributor for any services performed by it hereunder with respect to Class Z shares. FIFTH: ------ The Distributor shall act as agent specified class of the Trust on behalf of the Funds shareholders and/or in connection with any specified class of transactions, in accordance with applicable rules and regulations and exemptive relief granted by the sale Securities and repurchase Exchange Commission, and as set forth in the Portfolios' current prospectus(es) or statement(s) of shares of the Funds. Except with respect to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion of the sale of shares of the Funds and shall enter into all of its own engagements, agreements and contracts as principal on its own accountadditional information. The Distributor may enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions Company shall apply any then applicable scheduled variation in or waiver of contingent deferred sales charges uniformly to offer and sell shares all shareholders and/or all transactions belonging to a specified class. The public offering price of the Funds to Institutional Class Shares of the public upon Company shall be the terms and conditions set forth therein, which net asset value per share. Net asset value per share shall not be inconsistent determined in accordance with the provisions of this Agreement. Each agreement shall provide that the investment dealer then current Institutional Class Shares' prospectus and financial institution shall act as a principal, and not as an agent, statement of the Trust on behalf of the Funds. SIXTH: ------ The Funds shall bear: o the expenses of qualification of shares of the Funds for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Trust that it does not wish such qualification continued; and o all legal expenses in connection with the foregoingadditional information.

FOURTH. The public offering price of Class A, Class B1, Class B2, Class B3 (Class B1, Class B2 and Class B3 are together "Class B"), Class C and Class Z A shares of a Fund Portfolio (the "offering price") shall be the net asset value per share of the applicable Fund Portfolio plus a sales charge, if any. Net asset value per share shall be determined in accordance with the provisions of the Registration Statement then current prospectus and statement of additional information of the applicable FundPortfolio. As compensation for its service activities under this Agreement with respect to Class A, Class B and Class C shares, the Distributor The sales charge shall receive from the Trust a service fee, based on the amount of sales of such shares attributable to be established by the Distributor, at may reflect scheduled variations in, or the rate and under the terms and conditions of the distribution plan adopted by the Trust elimination of, sales charges on behalf sales of a Fund pursuant Portfolio's Class A shares either generally to Rule 12b-1 under the 1940 Act (the "12b-1 Plan")public, as such Plan is amended from time to time, and subject or to any further limitations on such fee as the Board specified class of Trustees may impose. As compensation for its activities under this Agreement investors or in connection with respect to the distribution any specified class of Class A transactions, in accordance with Rule 22d-1 and Class C shares, the Distributor shall retain the initial sales charges, if any, based on the amount of sales of such shares attributable to the Distributor, on purchases of Class A and Class C shares as set forth in the Registration Statementthen current prospectus and statement of additional information of the applicable Portfolio. The Distributor is authorized shall apply any scheduled variation in, or elimination of, the selling commission uniformly to collect all offerees in the gross proceeds derived from the sale class specified. The public offering price of the Class A and Class C shares, remit shares of a Portfolio shall be the net asset value thereof to the Trust upon receipt per share of the proceeds and retain the initial sales charge, if any. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and applicable Class C shares, the Distributor shall receive all contingent deferred sales charges, based on the amount of sales of such shares attributable to the Distributor, imposed on redemptions of Class A, Class B and Class C shares of each Fund. Whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption Net asset value per share shall be determined in accordance withwith the provisions of the then current prospectus and statement of additional information of the applicable Portfolio. The Distributor may establish a schedule of contingent deferred sales charges to be imposed at the time of redemption of the shares, and such schedule shall be disclosed in the manner set forth in, the Registration Statementcurrent prospectus of each Portfolio. As compensation for its activities under this Agreement with respect to the distribution Such schedule of the Class B and contingent deferred sales charges may reflect variations in or waivers of such charges on redemptions of Class C shares, the Distributor shall receive from the Trust a distribution fee, based on the amount of sales of such shares attributable either generally to the Distributorpublic or to any specified class of shareholders and/or in connection with any specified class of transactions, at in accordance with applicable rules and regulations and exemptive relief granted by the rate Securities and under Exchange Commission, and as set forth in the terms and conditions current prospectus of the 12b-1 Plan, as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may imposeapplicable Portfolio. The Distributor may reallow and the Company shall apply any then applicable scheduled variation in or all waiver of the initial sales charges, contingent deferred sales charges, or service fees which it is paid under this Agreement with respect charges uniformly to Class A, Class B or Class C shares all shareholders and/or all transactions belonging to such dealers as the Distributor may from time to time determine. The Trust shall have no obligation to compensate or reimburse the Distributor for any services performed by it hereunder with respect to Class Z shares. FIFTH: ------ The Distributor shall act as agent of the Trust on behalf of the Funds in connection with the sale and repurchase of shares of the Funds. Except with respect to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion of the sale of shares of the Funds and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor may enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell shares of the Funds to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer and financial institution shall act as a principal, and not as an agent, of the Trust on behalf of the Funds. SIXTH: ------ The Funds shall bear: o the expenses of qualification of shares of the Funds for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Trust that it does not wish such qualification continued; and o all legal expenses in connection with the foregoingspecified class.

FOURTH. The public offering price of Class A, Class B1, Class B2, Class B3 (Class B1, Class B2 and Class B3 are together "Class B"), Class C and Class Z shares of a Fund (the "offering price") Restrictions shall be the net asset value per share imposed on a transfer of the applicable Fund plus Restricted Shares, and the Company shall place a sales chargestop order with the transfer agent against any transfer of such Shares and shall retain the stock certificate representing such Shares, if any. Net asset value per share until such time as the Restricted Shares shall be determined become nonforfeitable in accordance with Paragraph THIRD. Prior to the provisions lapse of the Registration Statement restrictions on the transferability of the applicable Fund. As compensation for its service activities under this Agreement Restricted Shares, the Recipient shall have all other rights and privileges of a beneficial and record owner with respect to Class Asuch Shares, Class B including, without limitation, voting rights and Class C sharesthe right to receive dividends, the Distributor shall receive from the Trust a service feedistributions and adjustments with respect to such Shares; provided, based on the amount of sales of such shares attributable to the Distributorhowever, at the rate that any dividends, distributions and under the terms and conditions of the distribution plan adopted by the Trust on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan"), as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may impose. As compensation for its activities under this Agreement adjustments with respect to the distribution of Class A Restricted Shares, plus interest credited on any such dividends, shall be retained by the Company for the Recipient’s account and Class C shares, the Distributor shall retain the initial sales charges, if any, based on the amount of sales of such shares attributable for delivery to the DistributorRecipient, together with the stock certificate representing such Shares, only as and when such Restricted Shares have become nonforfeitable. For purposes of this paragraph FOURTH, interest shall be credited from the date a dividend with respect to the Restricted Shares is made to the date on purchases of Class A and Class C shares which the Company distributes such amounts to the Recipient, at the five-year Treasury Note rate, plus 0.5%, as such rate is set forth in the Registration Statement. The Distributor is authorized to collect the gross proceeds derived from the sale Wall Street Journal as of the Class A and Class C shares, remit the net asset value thereof first business day of each calendar quarter. FIFTH: If prior to the Trust upon receipt expiration or lapse of all of the proceeds restrictions and retain conditions on the initial sales chargeRestricted Shares under this Agreement, there shall be declared and paid a stock dividend upon the Restricted Shares or if the Restricted Shares shall be split up, converted, exchanged, reclassified or in any way substituted for, the Recipient shall receive, subject to the same restrictions and conditions as the original Restricted Shares subject to this Agreement, the same securities or other property as are received by the holders of the Company’s Shares pursuant to such stock dividend, split up, conversion, exchange, reclassification or substitution. If the Recipient receives any securities or property of the Company (or any acquiring entity) pursuant to this Paragraph FIFTH, such securities or other property shall thereafter be deemed to be “Shares” and “Restricted Shares” within the meaning of this Agreement. In the event of any transaction to which this Paragraph FIFTH applies (other than a stock dividend), the Committee (or the Company, if anythe Committee no longer exists) shall adjust the Target Price in Paragraph THIRD, subparagraph (d), to take into account the effect of the transaction. As compensation for its activities under this Agreement SIXTH: If, with respect to the distribution of the Class ARestricted Shares (and any dividends, Class B distributions and Class C sharesadjustments to such Shares), the Distributor Company (or any successor or Affiliate) shall receive all contingent deferred sales chargesbe required to withhold amounts under applicable federal, based on state or local tax laws, rules or regulations, the amount of sales of Recipient shall be permitted to elect to (i) have the Company (or successor or Affiliate) deduct and withhold such shares attributable amounts from any cash payment to be made by the Company (or successor or Affiliate) to the Distributor, imposed on redemptions of Class A, Class B and Class C shares of each Fund. Whether and at what rate a contingent deferred sales charge will be imposed Recipient (whether or not under this Agreement) or to such other person with respect to whom such withholding may arise; (ii) make payment in cash to the Company (or successor or Affiliate) in such amount as is required to be withheld, (iii) have the Company withhold such number of Restricted Shares as shall have a redemption Fair Market Value, valued on the date on which such withholding requirement arises, equal to the amount required to be withheld, or (iv) deliver to the Company Mature Shares already owned by the Recipient and having a Fair Market Value, valued on the date on which such withholding requirement arises, equal to the amount required to be withheld. Any such election shall be determined in accordance withmade within five (5) business days after the Restricted Shares shall become nonforfeitable pursuant to such procedures as are established by the Company for this purpose. If the Recipient fails to make any such election within such five (5) business days or the Recipient fails to satisfy its withholding obligations within thirty (30) days after the Restricted Shares shall become nonforfeitable, the Company shall satisfy its withholding obligations by withholding the number of Restricted Shares as described in, and determined pursuant to, clause (iii) above, which Restricted Shares shall be liquidated by the Company in order for the manner set forth inCompany to satisfy its withholding obligations. Pending the election and payment by the Recipient of the withholding obligations, the Registration Statement. As compensation for its activities under this Agreement with respect Recipient hereby grants to the distribution Company a security interest in a number of the Class B and Class C sharesRestricted Shares having a Fair Market Value, the Distributor shall receive from the Trust a distribution fee, based valued on the amount of sales of date on which such shares attributable withholding requirement arises, equal to the Distributor, at the rate and under the terms and conditions of the 12b-1 Plan, as such Plan is amended from time amount required to time, and subject to any further limitations on such fee as the Board of Trustees may impose. The Distributor may reallow any or all of the initial sales charges, contingent deferred sales charges, or service fees which it is paid under this Agreement with respect to Class A, Class B or Class C shares to such dealers as the Distributor may from time to time determine. The Trust shall have no obligation to compensate or reimburse the Distributor for any services performed by it hereunder with respect to Class Z shares. FIFTH: ------ The Distributor shall act as agent of the Trust on behalf of the Funds in connection with the sale and repurchase of shares of the Funds. Except with respect to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion of the sale of shares of the Funds and shall enter into all of its own engagements, agreements and contracts as principal on its own account. The Distributor may enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions to offer and sell shares of the Funds to the public upon the terms and conditions set forth therein, which shall not be inconsistent with the provisions of this Agreement. Each agreement shall provide that the investment dealer and financial institution shall act as a principal, and not as an agent, of the Trust on behalf of the Funds. SIXTH: ------ The Funds shall bear: o the expenses of qualification of shares of the Funds for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Trust that it does not wish such qualification continued; and o all legal expenses in connection with the foregoingwithheld.

FOURTH. The public offering price of Class A, Class B1, Class B2, Class B3 (Class B1, Class B2 and Class B3 are together "Class B"), Class C and Class Z shares of a Fund A Shares or AIM Cash Reserve Shares (the "offering price") shall be the net asset value per share of the applicable Fund plus a sales charge, if any. Net asset value per share shall be determined in accordance with the provisions of the Registration Statement then current prospectus and statement of additional information of the applicable FundPortfolios. As compensation for its service activities under this Agreement with respect to Class A, Class B and Class C shares, the Distributor The sales charge shall receive from the Trust a service fee, based on the amount of sales of such shares attributable to be established by the Distributor, . The Distributor may establish a schedule of contingent deferred sales charges to be imposed at the rate time of redemption of certain Class A Shares or AIM Cash Reserve Shares and under such schedule of contingent deferred sales charges shall be disclosed in the terms current prospectus or statement of additional information for each Portfolio. The sales charges and conditions of contingent deferred sales charges may reflect scheduled variations in, or the distribution plan adopted by the Trust elimination of, sales charges on behalf of a Fund pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plan"), as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may impose. As compensation for its activities under this Agreement with respect to the distribution sales of Class A and Class C shares, the Distributor shall retain the initial sales charges, if any, based on the amount of sales of such shares attributable to the Distributor, on purchases Shares or AIM Cash Reserve Shares or redemption of Class A Shares or AIM Cash Reserve Shares either generally to the public, or to any specified class of investors or in connection with any specified class of transactions, in accordance with Rule 22d-1 and Class C shares as set forth in the Registration Statementthen current prospectus and statement of additional information of the Portfolios. The Distributor is authorized shall apply any scheduled variation in, or elimination of, the selling commission or contingent deferred sales charge uniformly to collect all offerees in the gross proceeds derived from the sale class specified. The public offering price of the Class A and Class C shares, remit Shares shall be the net asset value thereof to the Trust upon receipt per share of the proceeds and retain the initial sales charge, if any. As compensation for its activities under this Agreement with respect to the distribution of the Class A, Class B and applicable Class C shares, the Distributor shall receive all contingent deferred sales charges, based on the amount of sales of such shares attributable to the Distributor, imposed on redemptions of Class A, Class B and Class C shares of each FundShares. Whether and at what rate a contingent deferred sales charge will be imposed with respect to a redemption Net asset value per share shall be determined in accordance with, and in with the manner set forth in, the Registration Statement. As compensation for its activities under this Agreement with respect to the distribution provisions of the Class B then current prospectus and Class C shares, the Distributor shall receive from the Trust a distribution fee, based on the amount statement of sales of such shares attributable to the Distributor, at the rate and under the terms and conditions additional information of the 12b-1 Plan, as such Plan is amended from time to time, and subject to any further limitations on such fee as the Board of Trustees may imposeapplicable Portfolio. The Distributor may reallow any or all establish a schedule of the initial sales charges, contingent deferred sales charges, or service fees which it is paid under this Agreement with respect charges to Class A, Class B or be imposed at the time of redemption of the Class C shares Shares, and such schedule shall be disclosed in the current prospectus or statement of additional information of each Portfolio. Such schedule of contingent deferred sales charges may reflect variations in or waivers of such charges on redemptions of Class C Shares, either generally to such dealers as the Distributor may from time public or to time determine. The Trust shall have no obligation to compensate or reimburse the Distributor for any services performed by it hereunder with respect to Class Z shares. FIFTH: ------ The Distributor shall act as agent specified class of the Trust on behalf of the Funds shareholders and/or in connection with any specified class of transactions, in accordance with applicable rules and regulations and exemptive relief granted by the sale Securities and repurchase Exchange Commission, and as set forth in the Portfolios" current prospectus(es) or statement(s) of shares of the Funds. Except with respect to such sales and repurchases, the Distributor shall act as principal in all matters relating to the promotion of the sale of shares of the Funds and shall enter into all of its own engagements, agreements and contracts as principal on its own accountadditional information. The Distributor may enter into agreements with investment dealers and financial institutions selected by the Distributor, authorizing such investment dealers and financial institutions Company shall apply any then applicable scheduled variation in or waiver of contingent deferred sales charges uniformly to offer and sell shares all shareholders and/or all transactions belonging to a specified class. The public offering price of the Funds to Institutional Class Shares of the public upon Company shall be the terms and conditions set forth therein, which net asset value per share. Net asset value per share shall not be inconsistent determined in accordance with the provisions of this Agreement. Each agreement shall provide that the investment dealer then current Institutional Class Shares' prospectus and financial institution shall act as a principal, and not as an agent, statement of the Trust on behalf of the Funds. SIXTH: ------ The Funds shall bear: o the expenses of qualification of shares of the Funds for sale in connection with such public offerings in such states as shall be selected by the Distributor, and of continuing the qualification therein until the Distributor notifies the Trust that it does not wish such qualification continued; and o all legal expenses in connection with the foregoingadditional information.