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. (A) The public offering price of the 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 (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 Funds. The sales charge shall be established by the Distributor, may reflect scheduled variations in, or the elimination of, sales charges on sales of a Fund's Class A 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 as set forth in the then current prospectus and statement of additional information of the Funds. The Distributor shall apply any scheduled variation in, or elimination of, the selling commission uniformly to all offerees in the class specified. The public offering price of the Class C shares shall be the net asset value per share of the applicable Class C shares. Net asset value per share shall be determined in accordance with the provisions of the then current prospectus and statement of additional information of the applicable Fund. As compensation for its service activities under this Agreement with respect The Distributor may establish a schedule of contingent deferred sales charges to Class Abe imposed at the time of redemption of the Shares, Class B and such schedule shall be disclosed in the current prospectus of each Fund. 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 the public or to any specified class of shareholders 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 Funds' current prospectus(es). The Distributor and the Trust 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 Funds shall allow directly to investment dealers and other financial institutions through whom Class A shares of each Fund are sold such portion of the sales charge as may be payable to them and specified by the Distributor shall receive from the Trust a service fee, based on up to but not exceeding the amount of the total sales of such shares attributable charge. The difference between any commissions so payable and the total sales charges included in the offering price shall be paid to the Distributor. The Distributor may pay to investment dealers and other financial institutions through whom Class C shares are sold, at such sales commission as the rate and under Distributor may specify from time to time. Payment of any such sales commissions shall be the terms and conditions sole obligation of the Distributor. (C) No provision of this Agreement shall be deemed to prohibit any payments by a Fund to the Distributor or by a Fund or 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 Trust on behalf of a each 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 foregoingAct.

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 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 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 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 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.