FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)
THIS AGREEMENT made as of this 18th day of August, 2003, as subsequently
amended, and as restated the 20th day of September, 2006, by and between each
registered investment company described on Schedule A-1 and Schedule A-2 to
this agreement (each individually referred to as the "Fund", or collectively,
the "Funds"), severally, on behalf of each of its series of common stock or of
beneficial interest, as the case may be, set forth on Schedule A-1 and A-2 to
this 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").
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt whereof is hereby acknowledged, the parties
hereto agree as follows:
FIRST: The Fund on behalf of each Portfolio which is a series thereof hereby
appoints the Distributor as its exclusive agent for the sale of the Shares to
the public directly and through investment dealers and financial institutions
in the United States and throughout the world in accordance with the then
current prospectus or statement of additional information (collectively, a
"Prospectus") of the applicable Portfolio. If after termination of the
Distributor's services to the Fund on behalf of a Portfolio pursuant to this
Agreement, such Fund retains the services of another distributor, the
distribution agreement with such other distributor shall contain provisions
comparable to Clauses FOURTH and SEVENTH hereof and Exhibit A hereto, and
without limiting the generality of the foregoing, will require such other
distributor to maintain and make available to the Distributor records regarding
sales, redemptions and reinvestments of Shares necessary to implement the terms
of Clauses FOURTH, SEVENTH and EIGHTH hereof.
SECOND: The Fund shall not sell any Shares except through the Distributor
and under the terms and conditions set forth in paragraph FOURTH below.
Notwithstanding the provisions of the foregoing sentence:
(A) the Fund may issue Shares of a Portfolio to any other investment company
or personal holding company, or to the shareholders thereof, in exchange for
all or a majority of the shares or assets of any such company;
(B) the Fund may issue Shares at their net asset value in connection with
certain classes of transactions or to certain classes of investors, in
accordance with Rule 22d-1 under the Investment Company Act of 1940, as amended
(the "1940 Act"), provided that any such class of transaction or category of
person is specified in the Prospectus; and
(C) the Fund shall have the right to specify minimum amounts for initial and
subsequent orders for the purchase of Shares of a Portfolio.
THIRD: The Distributor hereby accepts appointment as exclusive agent for the
sale of the Shares and agrees that it will use its best efforts to sell such
Shares; provided, however, that:
(A) the Distributor may, and when requested by the Fund on behalf of a
Portfolio shall, suspend its efforts to effectuate sales of Shares at any time
when, in the opinion of the Distributor or of the Fund, no sales should be made
because of market or other economic considerations or abnormal circumstances of
any kind;
(B) the Fund may withdraw the offering of the Shares of a Portfolio (i) at
any time with the consent of the Distributor, or (ii) without such consent when
so required by the provisions of any statute or of any order, rule or
regulation of any governmental body having jurisdiction; and
(C) the Distributor, as agent, does not undertake to sell any specific
amount of Shares of a Portfolio.
FOURTH:
(A) The public offering price of the Shares of a Portfolio shall be the net
asset value per share of the applicable Shares. Net asset value per share shall
be determined in accordance with the provisions of the Prospectus 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 Prospectus of each Portfolio. Such
schedule of contingent deferred sales charges may reflect variations in or
waivers of such charges on redemptions of Shares, either generally to the
public or to any specified class of investors and/or in connection with any
specified class of transactions, in accordance with applicable rules and
regulations and exemptive relief granted by the Securities and Exchange
Commission, and as set forth in the Prospectus of the applicable Portfolio. The
Distributor and the Fund shall apply any then applicable scheduled variation in
or waiver of contingent deferred sales charges uniformly to all shareholders
and/or all transactions belonging to a specified class.
(B) The Distributor may pay to investment dealers and other financial
institutions through whom Shares are sold, such sales commission as the
Distributor may specify from time to time. Payment of any such sales
commissions shall be the sole obligation of the Distributor.
(C) No provision of this Agreement shall be deemed to prohibit any payments
by the Fund to the Distributor or by the Distributor to investment dealers,
financial institutions and 401(k) plan service providers where such payments
are made under a distribution plan adopted by the Fund pursuant to Rule 12b-1
under the 1940 Act.
(D) The Fund shall redeem the Shares from shareholders in accordance with
the terms set forth from time to time in the Prospectus of each applicable
Portfolio. The price to be paid to a shareholder to redeem the Shares shall be
equal to the net asset value of the Shares being redeemed ("gross redemption
proceeds"), less first, any applicable contingent deferred sales charge,
calculated pursuant to the then applicable schedule of contingent deferred
sales charges, and second, any applicable redemption fee as provided in the
Prospectus, which redemption fee shall be retained by the Portfolio ("net
redemption proceeds"). The Distributor shall be entitled to receive the amount
of the contingent deferred sales charge that has been subtracted from gross
redemption proceeds (the "CDSC"), provided that the Shares being redeemed were
(i) issued by a Portfolio during the term of this Agreement and any predecessor
Agreement between the Fund or its predecessor and the Distributor or
(ii) issued by a Portfolio during or after the term of this Agreement or any
predecessor Agreement between the Fund or its predecessor and the Distributor
in one or a
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series of free exchanges of Shares for Shares of another Portfolio, which can
be traced to Shares initially issued by a Portfolio during the term of this
Agreement, any predecessor Agreement or any other distribution agreement with
the Distributor (the "Distributor's Earned CDSC"). The Fund shall pay or cause
the Fund's transfer agent to pay the Distributor's Earned CDSC to the
Distributor on the date net redemption proceeds are payable to the redeeming
shareholder.
(E) The Distributor shall maintain adequate books and records to identify
Shares (i) issued by a Portfolio during the term of this Agreement and any
predecessor Agreement between the Fund or its predecessor and the Distributor
or (ii) issued by a Portfolio during or after the term of this Agreement or any
predecessor Agreement between the Fund or its predecessor and the Distributor
in one or a series of free exchanges of Shares for Shares of another Portfolio,
which can be traced to Shares initially issued by a Portfolio during the term
of this Agreement, any predecessor Agreement or any other distribution
agreement with the Distributor and shall calculate the Distributor's Earned
CDSC, if any, with respect to such Shares, upon their redemption. The Fund
shall be entitled to rely on the Distributor's books, records and calculations
with respect to the Distributor's Earned CDSC.
FIFTH: The Distributor shall act as an agent of the Fund in connection with
the sale and redemption of Shares. Except with respect to such sales and
redemptions, the Distributor shall act as principal in all matters relating to
the promotion of the sale of Shares and shall enter into all of its own
engagements, agreements and contracts as principal on its own account. The
Distributor shall enter into agreements with investment dealers and financial
institutions selected by the Distributor, authorizing such investment dealers
and financial institutions to offer and sell the Shares 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 or financial institution shall act as a principal, and not as
an agent, of the Fund.
SIXTH: The Portfolio shall bear:
(A) the expenses of qualification of Shares 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 Fund
that it does not wish such qualification continued; and
(B) all legal expenses in connection with the foregoing.
SEVENTH:
(A) The Distributor shall bear the expenses of printing from the final proof
and distributing the Prospectus for the Shares (including supplements thereto)
relating to public offerings made by the Fund pursuant to such Prospectus
(which shall not include the Prospectus, and supplements thereto, to be
distributed to existing shareholders of the Shares), and any other promotional
or sales literature used by the Distributor or furnished by the Distributor to
dealers in connection with such public offerings, and expenses of advertising
in connection with such public offerings.
(B) Subject to the limitations, if any, of applicable law including the
applicable rules of NASD Inc. regarding asset-based sales charges, the Fund on
behalf of a Portfolio shall pay to the Distributor as a reimbursement for all
or a portion of such expenses, or as reasonable compensation for distribution
of the Shares, an asset-based sales charge in an amount equal to 0.75% per
annum of the average daily net asset value of the Shares of such Portfolio from
time to time (the "Distribution Fees"), such Distribution Fees to be payable
pursuant to a distribution plan applicable to the Shares of the Fund adopted
pursuant to Rule 12b-1 under the 1940 Act (the "Plan"). For
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purposes of this Agreement, the term "Distributor's 12b-1 Share" shall mean a
percentage that shall be recomputed periodically (but not less than monthly) in
accordance with Exhibit A to this Agreement. The Distributor will be deemed to
have performed all services required to be performed in order to be entitled to
receive its Distributor's 12b-1 Share of the Distribution Fees with respect to
Shares of each Portfolio upon the settlement of each sale of Shares (or shares
of another portfolio from which the Share derives) taken into account in
determining such Distributor's 12b-1 Share (including shares that derive from
such Shares). The Distributor's 12b-1 Share of the Distribution Fees relating
to each Portfolio shall accrue daily and be paid to the Distributor as soon as
practicable after the end of each calendar month within which it accrues but in
any event within 10 business days after the end of each such calendar month
(unless the Distributor shall specify a later date in written instructions to
the Fund) provided, however, that any notices and calculation required by
Section EIGHTH: (B) and (C) have been received by the Fund.
(C) The Distributor shall maintain adequate books and records to permit
calculations periodically (but not less than monthly) of, and shall calculate
on a monthly basis, the Distributor's 12b-1 Share of the Distribution Fees
relating to each Portfolio to be paid to the Distributor. The Fund shall be
entitled to rely on the Distributor's books, records and calculations relating
to the Distributor's 12b-1 Share of the Distribution Fees relating to each
Portfolio.
EIGHTH:
(A) The Distributor may, from time to time, assign, transfer or pledge
("Transfer") to one or more designees (each an "Assignee"), its rights to all
or a designated portion of (i) the Distributor's 12b-1 Share of the
Distribution Fees (but not the Distributor's duties and obligations pursuant
hereto or pursuant to the Plan), and (ii) the Distributor's Earned CDSC, free
and clear of any offsets or claims the Fund may have against the Distributor.
Each such Assignee's ownership interest in a Transfer of a designated portion
of a Distributor's 12b-1 Share of the Distribution Fees and a Distributor's
Earned CDSC is hereinafter referred to as an "Assignee's 12b-1 Portion" and an
"Assignee's CDSC Portion," respectively. A Transfer pursuant to this Section
EIGHTH: (A) shall not reduce or extinguish any claim of the Fund against the
Distributor.
(B) The Distributor shall promptly notify the Fund in writing of a Transfer
pursuant to Section EIGHTH: (A) by providing the Fund with the name and address
of each such Assignee.
(C) The Distributor may direct the Fund to pay directly to an Assignee such
Assignee's 12b-1 Portion and Assignee's CDSC Portion. In such event, the
Distributor shall provide the Fund with a monthly calculation of (i) the
Distributor's Earned CDSC and Distributor's 12b-1 Share of the Distribution
Fees and (ii) each Assignee's 12b-1 Portion and Assignee's CDSC Portion, if
any, for such month (the "Monthly Calculation"). The Monthly Calculation shall
be provided to the Fund by the Distributor promptly after the close of each
month or such other time as agreed to by the Fund and the Distributor which
allows timely payment of the Distributor's 12b-1 Share of the Distribution Fees
and Distributor's Earned CDSC and/or the Assignee's 12b-1 Portion and
Assignee's CDSC Portion. The Fund shall not be liable for any interest on such
payments occasioned by delayed delivery of the Monthly Calculation by the
Distributor. In such event following receipt from the Distributor of (i) notice
of Transfer referred to in Section EIGHTH: (B) and (ii) each Monthly
Calculation, the Fund on behalf of each Portfolio shall make all payments
directly to the Assignee or Assignees in accordance with the information
provided in such notice and Monthly Calculation, on the same terms and
conditions as if such payments were to be paid directly to the Distributor. The
Fund shall be entitled to rely on the Distributor's notices and Monthly
Calculations in respect of amounts to be paid pursuant to this Section
EIGHTH: (C).
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(D) Alternatively, in connection with a Transfer the Distributor may direct
the Fund to pay all of such Distributor's 12b-1 Share of the Distribution Fees
and Distributor's Earned CDSC from time to time to a depository or collection
agent designated by any Assignee, which depository or collection agent may be
delegated the duty of dividing such Distributor's 12b-1 Share of the
Distribution Fees and Distributor's Earned CDSC between the Assignee's 12b-1
Portion and Assignee's CDSC Portion and the balance of the Distributor's 12b-1
Share of the Distribution Fees (such balance, when distributed to the
Distributor by the depository or collection agent, the "Distributor's 12b-1
Portion") and of the Distributor's Earned CDSC (such balance, when distributed
to the Distributor by the depository or collection agent, the "Distributor's
Earned CDSC Portion"), in which case only the Distributor's 12b-1 Portion and
Distributor's Earned CDSC Portion may be subject to offsets or claims the Fund
may have against the Distributor.
(E) The Fund shall not amend the Plan to reduce the amount payable to the
Distributor or any Assignee under Section SEVENTH: (B) hereof with respect to
the Shares for any Shares which have been issued prior to the date of such
amendment.
NINTH: The Distributor will accept orders for the purchase of Shares only to
the extent of purchase orders actually received and not in excess of such
orders, and it will not avail itself of any opportunity of making a profit by
expediting or withholding orders.
TENTH: Pursuant to the Plan and this Agreement, the Distributor may receive
and use a service fee in the amount of .25% of the average daily net assets of
the Shares of a Portfolio to provide continuing personal shareholder services
to customers who may, from time to time, directly or beneficially own Shares of
such Portfolio, including but not limited to, distributing sales literature to
customers, answering routine customer inquiries regarding the Portfolio,
assisting customers in changing dividend options, account designations and
addresses, and in enrolling in any of several special investment plans offered
in connection with the purchase of Shares, assisting customers in the
establishment and maintenance of customer accounts and records and in the
placement of purchase and redemption transactions, assisting customers in
investing dividends and capital gains distributions automatically in Shares and
providing such other services as the Fund or the customer may reasonably
request and the Distributor agrees to provide. The Distributor will not be
obligated to provide services which are provided by a transfer agent for the
Fund with respect to a Portfolio. The Distributor may provide the services
described in this Section TENTH either directly or through third parties. Any
agreement with a third party shall provide that the third party service
provider shall act as principal, and not as an agent of the Fund.
ELEVENTH: The Fund on behalf of the applicable Portfolio and the Distributor
shall each comply with all applicable provisions of the 1940 Act, the
Securities Act of 1933, as amended, and of all other federal and state laws,
rules and regulations governing the issuance and sale of the Shares.
5
TWELFTH:
(A) In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Distributor, the Fund shall indemnify the Distributor against any and all
claims, demands, liabilities and expenses which the Distributor may incur under
the Securities Act of 1933, or common law or otherwise, arising out of or based
upon any alleged untrue statement of a material fact contained in any
registration statement or Prospectus of the Shares, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, unless such statement or omission was made in reliance
upon, and in conformity with, information furnished to the Fund in connection
therewith by or on behalf of the Distributor. The Distributor shall indemnify
the Fund and the Shares against any and all claims, demands, liabilities and
expenses which the Fund or the Shares may incur arising out of or based upon
(i) any act or deed of the Distributor or its sales representatives which has
not been authorized by the Fund in its Prospectus or in this Agreement and
(ii) the Fund's reliance on the Distributor's books, records, calculations and
notices in Sections FOURTH: (E), SEVENTH: (C), EIGHTH: (B), EIGHTH: (C) and
EIGHTH: (D).
(B) The Distributor shall indemnify the Fund and the Shares against any and
all claims, demands, liabilities and expenses which the Fund or the Shares may
incur under the Securities Act of 1933, as amended, or common law or otherwise,
arising out of or based upon any alleged untrue statement of a material fact
contained in any registration statement or Prospectus of the Shares, or any
omission to state a material fact therein if such statement or omission was
made in reliance upon, and in conformity with, information furnished to the
Fund in connection therewith by or on behalf of the Distributor.
(C) Notwithstanding any other provision of this Agreement, the Distributor
shall not be liable for any errors of the transfer agent(s) of the Shares, or
for any failure of any such transfer agent to perform its duties.
THIRTEENTH: Nothing herein contained shall require the Fund to take any
action contrary to any provision of its Agreement and Declaration of Trust, as
amended, or its charter or bylaws or to any applicable statute or regulation.
FOURTEENTH: This Agreement shall become effective with respect to the Shares
of each Portfolio on August 18, 2003, upon its approval by the Board of
Trustees or Board of Directors of the Fund and by vote of a majority of the
trustees or directors of the Fund who are not interested parties to this
Agreement or "interested persons" (as defined in Section 2(a)(19) of the 0000
Xxx) of any party to this Agreement cast in person at a meeting called for such
purpose, shall continue in force and effect until June 30, 2007, and from year
to year thereafter, provided, that such continuance is specifically approved
with respect to the Shares of each Portfolio at least annually (a)(i) by the
Board of Trustees or Board of Directors of the Fund or (ii) by the vote of a
majority of the outstanding Shares of such Portfolio, and (b) by vote of a
majority of the trustees or directors of the Fund who are not parties to this
Agreement or "interested persons" (as defined in Section 2(a)(19) of the 0000
Xxx) of any party to this Agreement cast in person at a meeting called for such
purpose.
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FIFTEENTH:
(A) This Agreement may be terminated with respect to the Shares of any
Portfolio, at any time, without the payment of any penalty, by vote of the
Board of Trustees or Board of Directors of the Fund or by vote of a majority of
the outstanding Shares of such Portfolio, or by the Distributor, on sixty
(60) days' written notice to the other party; and
(B) This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" having the meaning set forth in
Section 2(a)(4) of the 1940 Act; provided, that, subject to the provisions of
the following sentence, if this Agreement is terminated for any reason, the
obligations of the Fund and the Distributor pursuant to Sections FOURTH: (D),
FOURTH: (E), SEVENTH: (B), SEVENTH: (C), EIGHTH: (A) through (E) and
TWELFTH: (A) of this Agreement will continue and survive any such termination.
Notwithstanding the foregoing, upon Complete Termination of the Plan (as such
term is defined in Section 11 of the applicable Plan in effect at the date of
this Agreement) with respect to Shares of a Portfolio, the obligations of the
Fund in respect of Shares of such Portfolio pursuant to the terms of Sections
SEVENTH: (B), SEVENTH: (C), EIGHTH: (A), EIGHTH: (C), EIGHTH: (D) and EIGHTH:
(E) (with respect to payments of the Distributor's 12b-1 Share of the
Distribution Fees and Assignee's 12b-1 Portion in respect of such Portfolio) of
this Agreement shall terminate. A termination of the applicable Plan with
respect to any or all Shares of any or all Portfolios shall not affect the
obligations of the Fund pursuant to Sections FOURTH: (D), EIGHTH: (A), EIGHTH:
(C), EIGHTH: (D) and EIGHTH: (E) (with respect to payments of Distributor's
Earned CDSC or Assignee's CDSC Portion) hereof or of the obligations of the
Distributor pursuant to Section FOURTH: (E) or EIGHTH: (B) hereof.
(C) The Transfer of the Distributor's rights to the Distributor's 12b-1
Share of the Distribution Fees or Distributor's Earned CDSC shall not cause a
termination of this Agreement or be deemed to be an assignment for purposes of
Section FIFTEENTH: (B) above.
SIXTEENTH: Any notice under this Agreement shall be in writing, addressed
and delivered, or mailed postage prepaid, to the other party at such address as
the other party may designate for the receipt of notices. Until further notice
to the other party, the addresses of each Fund and the Distributor is 00
Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000-0000.
SEVENTEENTH: Notice is hereby given that, as provided by applicable law, the
obligations of or arising out of this Agreement are not binding upon any of the
shareholders of the Fund or any Portfolio individually, but are binding only
upon the assets and property of the Fund or such Portfolio and that the
shareholders shall be entitled, to the fullest extent permitted by applicable
law, to the same limitation on personal liability as stockholders of private
corporations for profit.
EIGHTEENTH: This Agreement shall be deemed to be a contract made in the
State of Delaware and governed by, construed in accordance with and enforced
pursuant to the internal laws of the State of Delaware without reference to its
conflicts of laws rules.
NINETEENTH: This Agreement restates the prior master distribution agreement
in effect immediately prior to September 20, 2006 for each Portfolio listed on
Schedule A-1 and Schedule A-2 (the "Prior Distribution Agreement"), insofar as
such Prior Distribution Agreement pertained to Shares of any Portfolio. For the
avoidance of doubt, all service fees and all Distribution Fees and CDSCs
(subject to the rights of any Assignee) payable under the Prior Distribution
Agreement continue to be payable under this Agreement. Nothing herein is
intended to affect the absolute assignment of rights in Distribution Fees and
CDSCs under the Prior Distribution Agreement to any Assignee, and the
Distributor will track such assigned Distribution Fees and CDSCs on the same
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basis as it tracks the Distributor's 12b-1 Share of the Distribution Fees as
set forth on Exhibit A to this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
duplicate on the day and year first above written.
Each FUND (listed on Schedule A-1 on
behalf of theShares of each
Portfolio listed on Schedule A-1
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
Each FUND (listed on Schedule A-2 on
behalf of theShares of each
Portfolio listed on Schedule A-2
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
A I M DISTRIBUTORS, INC.
By: /s/ Xxxx X. Needles
-----------------------------
Name: Xxxx X. Needles
Title: President
8
SCHEDULE A-1
TO
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
AIM EQUITY FUNDS
PORTFOLIOS
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Diversified Dividend Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Select Basic Value Fund
AIM FUNDS GROUP
PORTFOLIOS
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Value Fund
AIM International Small Company Fund
AIM Mid Cap Basic Value Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund
AIM GROWTH SERIES
PORTFOLIOS
AIM Basic Value Fund
AIM Conservative Allocation Fund
AIM Global Equity Fund
AIM Growth Allocation Fund
AIM Income Allocation Fund
AIM International Allocation Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund
AIM Moderately Conservative Allocation Fund
AIM Small Cap Growth Fund
9
AIM INTERNATIONAL MUTUAL FUNDS
PORTFOLIOS
AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM International Core Equity Fund
AIM International Growth Fund
AIM INVESTMENT FUNDS
PORTFOLIOS
AIM China Fund
AIM Developing Markets Fund
AIM Global Health Care Fund
AIM International Bond Fund
AIM Japan Fund
AIM Trimark Fund
AIM Trimark Endeavor Fund
AIM Trimark Small Companies Fund
AIM INVESTMENT SECURITIES FUNDS
PORTFOLIOS
AIM Global Real Estate Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Real Estate Fund
AIM Total Return Bond Fund
AIM SPECIAL OPPORTUNITIES FUNDS
PORTFOLIOS
AIM Opportunities I Fund
AIM Opportunities II Fund
AIM Opportunities III Fund
AIM SUMMIT FUND
10
AIM TAX-EXEMPT FUNDS
PORTFOLIO
AIM High Income Municipal Fund
11
SCHEDULE A-2
TO
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
AIM COUNSELOR SERIES TRUST
PORTFOLIOS
AIM Advantage Health Sciences Fund
AIM Multi-Sector Fund
AIM Structured Core Fund
AIM Structured Growth Fund
AIM Structured Value Fund
AIM SECTOR FUNDS
PORTFOLIOS
AIM Energy Fund
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Leisure Fund
AIM Technology Fund
AIM Utilities Fund
AIM STOCK FUNDS
AIM Dynamics Fund
12
EXHIBIT A
The Distributor's 12b-1 Share of the Distribution Fees in respect of the
Shares of each Portfolio shall be 100 percent until such time as the
Distributor shall cease to serve as exclusive distributor of the Shares of such
Portfolio and thereafter shall be a percentage, recomputed first on the date of
any termination of the Distributor's services as exclusive distributor of
Shares of any Portfolio and thereafter periodically (but not less than
monthly), representing the percentage of Shares of such Portfolio outstanding
on each such computation date allocated to the Distributor in accordance with
the following rules:
1. DEFINITIONS. For purposes of this Exhibit A defined terms used herein
shall have the meaning assigned to such terms in the Distribution Agreement and
the following terms shall have the following meanings:
"Commission Shares" shall mean shares of the Portfolio or another
portfolio the redemption of which would, in the absence of the application of
some standard waiver provision, give rise to the payment of a CDSC and shall
include Commission Shares which due to the expiration of the CDSC period no
longer bear a CDSC.
"Date of Original Issuance" shall mean, in respect of any Commission
Share of any Portfolio, the date with reference to which the amount of the CDSC
payable on redemption thereof, if any, is computed.
"Distributor" shall mean the Distributor.
"Free Exchange Transaction" shall mean a transaction in which shares of
one portfolio (the "Redeeming Portfolio") are exchanged for shares of another
portfolio (the "Issuing Portfolio") where, pursuant to the applicable
constituent documents of the Issuing Portfolio, the shares issued by the
Issuing Portfolio in exchange for the shares of the Redeeming Portfolio are
deemed to have been acquired at the time when the exchanged shares of the
Redeeming Portfolio were acquired (or deemed to have been acquired).
"Free Shares" shall mean, in respect of any Portfolio, each Share of
such Portfolio other than any Commission Share.
"Omnibus Account" shall mean, in respect of any Portfolio, any account
maintained by the transfer agent for such Portfolio reflecting the record
ownership of Shares of such Portfolio by an entity who maintains sub-transfer
agency records reflecting the actual beneficial ownership of such Shares in
other persons or entities.
"Omnibus Shares" shall mean, in respect of any Portfolio, the Shares of
such Portfolio held in the name of a broker-dealer street account on records
maintained by the transfer agent for such Portfolio and for which such
broker-dealer provides sub-transfer agency services.
"Other Distributor" shall mean each person appointed as the exclusive
distributor for the Shares of the Portfolio after the Distributor ceases to
serve in that capacity.
2. ALLOCATION RULES. In determining the Distributor's 12b-1 Share in
respect of a particular Portfolio:
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(a) Commission Shares: There shall be allocated to the Distributor and
each Other Distributor all Commission Shares of such Portfolio which have a
Date of Original Issuance which occurs during the period such Distributor or
such Other Distributor, as the case may be, was the exclusive distributor for
the Shares of the Portfolio, determined in accordance with the transfer agent
records maintained for such Portfolio.
(b) Free Shares (other than Omnibus Shares): A Free Share (other than an
Omnibus Share) of any Portfolio will be attributed to the Distributor and each
Other Distributor in accordance with the transfer agent reports of the transfer
agent for such Portfolio.
(c) Omnibus Shares: Omnibus Shares of any Portfolio which are Free
Shares outstanding on any date shall be attributed to the Distributor and each
Other Distributor pursuant to the following rules:
(i) For purposes of the attribution of Omnibus Shares of a Portfolio
which are Free Shares, such attributions shall be made separately for
the Omnibus Shares held in each individual Omnibus Account of such
Portfolio, and the result of each such separate computation shall be
aggregated to provide the total Free Shares attributable to the
Distributor and each Other Distributor.
(ii) Free Shares which are Omnibus Shares and issued (other than in
connection with Free Exchange Transaction) during any calendar month
shall be attributed to the Distributor and each Other Distributor as of
the end of such calendar month in a number computed as follows:
A x (B/C)
where:
A = Omnibus Shares which are Free Shares issued (other than in
connection with a Free Exchange Transaction) during such calendar
month.
B = Commission Shares and Free Shares which are Omnibus Shares deemed
to be attributed to the Distributor or such Other Distributor, as
the case may be, and outstanding as of the close of business on the
last day of the immediately preceding calendar month in accordance
with this paragraph (C).
C = Total number of Commission Shares and Free Shares which are Omnibus
Shares outstanding as of the close of business on the last day of
the immediately preceding calendar month.
(iii) Free Shares which are Omnibus Shares and redeemed (other than
in connection with a Free Exchange Transaction) during any calendar
month shall be attributed to the Distributor and each Other Distributor
as of the end of such calendar month in a number computed as follows:
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A x (B/C)
where:
A = Omnibus Shares which are Free Shares redeemed (other than in
connection with a Free Exchange Transaction) during such calendar
month.
B = Free Shares which are Omnibus Shares deemed to be attributed to the
Distributor or such Other Distributor, as the case may be, and
outstanding as of the close of business on the last day of the
immediately preceding calendar month in accordance with this
paragraph (c).
C = Total number of Free Shares which are Omnibus Shares outstanding as
of the close of business on the last day of the immediately
preceding calendar month in accordance with this paragraph (c).
(iv) Free Shares which are Omnibus Shares exchanged into or out of a
specific Portfolio during any calendar month (such amount, which may be
a positive or negative number, the "Net Exchange Shares") shall be
computed as follows:
A - B - C + D
where:
A = Total number of Free Shares which are Omnibus Shares outstanding as
of the close of business on the last day of the current calendar
month.
B = Total number of Free Shares which are Omnibus Shares outstanding as
of the close of business on the last day of the immediately
preceding calendar month.
C = Total number of Free Shares which are Omnibus Shares and issued
during the current calendar month and allocated among the
Distributor and such Other Distributor in accordance with clause
(ii) immediately above.
D = Total number of Free Shares which are Omnibus Shares and redeemed
during the current calendar month and allocated among the
Distributor and such Other Distributor in accordance with clause
(iii) immediately above.
The amount of Net Exchange Shares computed for a given calendar month
shall be attributed to the Distributor and each Other Distributor as of
the end of such calendar month in a number computed as follows:
E x (F/G)
where:
E = Total number of Net Exchange Shares computed in a given month as of
the close of business on the last day of the current calendar month.
F = Free Shares which are Omnibus Shares deemed to be attributed to the
Distributor and such Other Distributor, as the case may be, and
outstanding
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as of the close of business on the last day of the immediately
preceding calendar month in accordance with this paragraph (c).
G = Total number of Free Shares which are Omnibus Shares outstanding as
of the close of business on the last day of the immediately
preceding calendar month.
(d) General: For purposes of the foregoing, Shares of each Portfolio
will be deemed to be issued, redeemed, exchanged and converted to class A
shares in accordance with the rules used by the transfer agent for each such
Portfolio.
For purposes of paragraph (c) above, if the form of any transfer agent
report of the transfer agent for any Portfolio or the practices or capabilities
of such transfer agent in respect of any Portfolio, change after July 31, 2003
and as a result of such changes the attributions of Free Shares (other than
Omnibus Shares) contemplated by paragraph (c) above no longer reach results
which are consistent with the results obtained under this Exhibit A if the form
of such transfer agent report or the practices or capability of such transfer
agent had not changed, then at the request of the Distributor, and Other
Distributor or any third party (a "Transferee") that has obtained an interest
in the Distributor's 12b-1 Share of the Distribution Fees for such Portfolio,
the Distributor, each other Distributor, the Fund and the Transferee shall
negotiate in good faith to cause the transfer agent for such Portfolio to
generate transfer agent reports or to adjust this Exhibit A as may be necessary
to reach results consistent with those that would have been produced if such
report had not changed; provided, that if such parties cannot reach agreement
on such modifications within a reasonable period of time after the date of any
such change, such parties shall submit the question to arbitration in
accordance with the commercial arbitration rules of the American Arbitration
Association and the decision reached by the arbitrator shall be final and
binding.
The Fund shall use its best efforts to assure that the transfer agent
and the sub-transfer agents for each Portfolio maintain the data necessary to
implement the foregoing rules. If, notwithstanding the foregoing, the transfer
agents or sub-transfer agents for such Portfolio are unable to maintain the
data necessary to implement the foregoing rules as written, or if the transfer
agent or sub-transfer agents seek to change allocation methods after the date
of this Agreement (or any later date on which a sub-transfer agent is permitted
to allocate shares consistent with documentation with any Transferee), or if
the Distributor shall cease to serve as exclusive distributor of the Shares of
the Portfolio, the Distributor and the Fund agree to negotiate in good faith
with each other, with the transfer agents and sub-transfer agents for such
Portfolio and with any third party that has obtained an interest in the
Distributor's 12b-1 Share of the Distribution Fees in respect of such Portfolio
with a view to arriving at mutually satisfactory modifications to the foregoing
rules designed to accomplish substantially identical results on the basis of
data which can be made available.
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