0001193125-04-205382 Sample Contracts

AMENDMENT NO. 11 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Counselor Series Trust

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended to reflect the renaming of each INVESCO Fund by replacing “INVESCO” with “AIM” and further to change the name of INVESCO Core Equity Fund to AIM Core Stock Fund, INVESCO Mid-Cap Growth Fund to AIM Mid Cap Stock Fund and INVESCO U.S. Government Money Fund to Premier U.S. Government Money Portfolio.

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AMENDMENT NO. 8 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Counselor Series Trust

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended as follows:

TRANSFER AGENCY AND SERVICE AGREEMENT between AIM COUNSELOR SERIES TRUST and AIM INVESTMENT SERVICES, INC.
Transfer Agency and Service Agreement • November 30th, 2004 • Aim Counselor Series Trust • Texas

AGREEMENT made as of the 1st day of July, 2004, by and between AIM Counselor Series Trust, a Delaware statutory trust, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Fund”), and AIM Investment Services, Inc., a Delaware corporation, having its principal office and place of business at 11 Greenway Plaza, Suite 100, Houston, Texas 77046 (the “Transfer Agent”).

AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Counselor Series Trust

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended as follows:

AMENDMENT NO. 9 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Counselor Series Trust

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

AMENDMENT NO. 8 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Counselor Series Trust

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

AMENDMENT NO. 10 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Counselor Series Trust

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as “Fund”, or collectively, “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a “Portfolio”), with respect to each class of shares except Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”) is hereby amended to reflect the name change of the AIM Basic Value II Fund to the AIM Select Basic Value Fund.

AMENDMENT NO. 4 TO MASTER CUSTODIAN CONTRACT
Master Custodian Contract • November 30th, 2004 • Aim Counselor Series Trust

THIS AMENDMENT TO MASTER CUSTODIAN CONTRACT is dated as of September 8, 2004, by and between State Street Bank and Trust Company (the “Custodian”) and each investment company set forth on Appendix A hereto (each such entity referred to herein as a “Fund”, and any series of a Fund, a “Portfolio”).

MEMORANDUM OF AGREEMENT
Memorandum of Agreement • November 30th, 2004 • Aim Counselor Series Trust

This Memorandum of Agreement is entered into as of the date indicated on Exhibit “A” between AIM Combination Stock & Bond Funds, AIM Counselor Series Trust, AIM Sector Funds, AIM Stock Funds and AIM Treasurer’s Series Trust (each a “Fund” and, collectively, the “Funds”), on behalf of the portfolios listed on Exhibit “A” to this Memorandum of Agreement (the “Portfolios”), and A I M Advisors, Inc. (“AIM”).

AMENDMENT NO. 2 TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • November 30th, 2004 • Aim Counselor Series Trust

Amendment No. 2, effective December 8, 2003, to the Master Custodian Agreement dated May 8, 2001, as amended May 10, 2002, by and between State Street Bank and Trust Company (the “Custodian”) and each of the entities set forth on Appendix A hereto (each, a “Fund”) (the “Agreement”).

AMENDMENT NO. 11 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Counselor Series Trust

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

AMENDMENT NO. 10 TO AMENDED AND RESTATED MASTER DISTRIBUTION AGREEMENT (CLASS B SHARES)
Master Distribution Agreement • November 30th, 2004 • Aim Counselor Series Trust

The Amended and Restated Master Distribution Agreement (Class B Shares) (the “Agreement”) made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the “Fund”, or collectively, the “Funds”), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a “Portfolio”), with respect to the Class B Shares (the “Shares”) of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the “Distributor”), is hereby amended as follows:

AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • November 30th, 2004 • Aim Counselor Series Trust • Texas

This AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) is made this 1st day of July, 2004 by and between A I M ADVISORS, INC., a Delaware corporation (the “Administrator”) and AIM COUNSELOR SERIES TRUST, a Delaware statutory trust (the “Trust”) with respect to the separate series set forth in Appendix A to this Agreement, as the same may be amended from time to time (the “Portfolios”).

AMENDMENT NO. 3 TO MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • November 30th, 2004 • Aim Counselor Series Trust

Amendment No. 3, effective April 30, 2004, to the Master Custodian Agreement dated May 8, 2001, as amended May 10, 2002 and December 8, 2003, by and between State Street Bank and Trust Company (the “Custodian”) and each of the entities set forth on Appendix A hereto (each, a “Fund”) (the “Agreement”).

AMENDMENT NO. 1 TO MASTER INVESTMENT ADVISORY AGREEMENT
Master Investment Advisory Agreement • November 30th, 2004 • Aim Counselor Series Trust

This Amendment dated as of October 15, 2004, amends the Master Investment Advisory Agreement (the “Agreement”), dated November 25, 2003, between AIM Counselor Series Trust, a Delaware statutory trust, and A I M Advisors, Inc., a Delaware corporation.

AMENDMENT NO. 2 TO AGREEMENT AND DECLARATION OF TRUST OF AIM COUNSELOR SERIES TRUST
Aim Counselor Series Trust • November 30th, 2004

This Amendment No. 2 to the Agreement and Declaration of Trust of AIM Counselor Series Trust (this “Amendment”) amends, effective as of October 15, 2004, the Agreement and Declaration of Trust of AIM Counselor Series Trust (the “Trust”) dated as of July 29, 2003, as amended (the “Agreement”).

GRAPHIC] MASTER RELATED AGREEMENT TO AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS A SHARES)
Master Related Agreement • November 30th, 2004 • Aim Counselor Series Trust • Texas

This Master Related Agreement (the “Agreement”) is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a “Fund”, or collectively, “Funds”), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a “Portfolio”), with respect to the Class A Shares of each such Portfolio listed on Schedule A. This Agreement, being made between A I M Distributors, Inc. (“Distributors”) and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the Amended and Restated Master Distribution Plan (Class A Shares) (the “Plan”) adopted by each of the Funds. The Plan has been approved by a majority of the directors/trustees (“Trustees”

AMENDMENT NO. 1 AMENDED AND RESTATED MASTER ADMINISTRATIVE SERVICES AGREEMENT
Master Administrative Services Agreement • November 30th, 2004 • Aim Counselor Series Trust

The Amended and Restated Master Administrative Services Agreement (the “Agreement”), dated July 1, 2004, by and between A I M ADVISORS, INC., a Delaware corporation, and AIM Counselor Series Trust, a Delaware business trust, is hereby amended as follows:

MEMORANDUM OF AGREEMENT
Memorandum of Agreement • November 30th, 2004 • Aim Counselor Series Trust

This Memorandum of Agreement is entered into as of this 1st day of September, 2004, between AIM Counselor Series Trust (the “Trust”), on behalf of the fund listed on Exhibit “A” to this Memorandum of Agreement (the ‘Fund”), and AIM Advisors, Inc. (“AIM”).

MASTER RELATED AGREEMENT TO AMENDED AND RESTATED MASTER DISTRIBUTION PLAN (CLASS C SHARES)
Master Related Agreement • November 30th, 2004 • Aim Counselor Series Trust • Texas

This Master Related Agreement (the “Agreement”) is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a “Fund”, or collectively, “Funds”), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a “Portfolio”), with respect to the Class C Shares of each such Portfolio listed on Schedule A. This Agreement, being made between A I M Distributors, Inc. (“Distributors”) and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the Amended and Restated Master Distribution Plan (Class C Shares) (the “Plan”) adopted by each of the Funds. The Plan has been approved by a majority of the directors/trustees (“Trustees”

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