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Exhibit 2(h)(2)
MASTER DISTRIBUTION AGREEMENT
BETWEEN
AIM FLOATING RATE FUND
(CLASS C SHARES)
AND
A I M DISTRIBUTORS, INC.
THIS AGREEMENT made as of the 31st day of March , 2000, by and
between AIM FLOATING RATE FUND, a Delaware business trust (the "Company"), with
respect to each of the Class C shares (the "Class C shares") of each series of
shares of beneficial interest set forth on Appendix A to this Agreement (the
"Portfolios") and A I M DISTRIBUTORS, INC., a Delaware corporation (the
"Distributor"). For purposes of this Agreement, payments made by AIM Floating
Rate Fund to Distributor under a Distribution Plan adopted pursuant to an
Exemptive Order from the Securities and Exchange Commission will be considered
and referred to as payments made under a distribution plan adopted by the
Company pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the
"1940 Act"). Also for purposes of this Agreement: (i) Early Withdrawal Charges
applicable to Class C shares of AIM Floating Rate Fund shall be referred to as
contingent deferred sales charges; and (ii) reference to the statement of
additional information shall refer to the section "Other Information" in the
Company's prospectus.
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 Company on behalf of the Class C Shares hereby appoints
the Distributor as its exclusive agent for the sale of the Class C Shares to
the public directly and through investment dealers and financial institutions
in the United States and throughout the world in accordance with the terms of
the current prospectuses applicable to the Portfolios.
SECOND: The Company shall not sell any Class C Shares except through
the Distributor and under the terms and conditions set forth in paragraph
FOURTH below. Notwithstanding the provisions of the foregoing sentence,
however:
(A) the Company may issue Class C Shares 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; and
(B) the Company may issue Class C Shares at their net asset value in
connection with certain classes of transactions or to certain categories of
persons, in accordance with Rule 22d-1 under the 1940 Act, provided that any
such category is specified in the then current prospectus of the applicable
Class C Shares.
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THIRD: The Distributor hereby accepts appointment as exclusive agent
for the sale of the Class C 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 Company on behalf
of the Class C Shares shall, suspend its efforts to effectuate such sales at
any time when, in the opinion of the Distributor or of the Company, no sales
should be made because of market or other economic considerations or abnormal
circumstances of any kind; and
(B) the Company may withdraw the offering of the Class C Shares (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. It is mutually
understood and agreed that the Distributor does not undertake to sell any
specific amount of the Class C Shares. The Company shall have the right to
specify minimum amounts for initial and subsequent orders for the purchase of
Class C Shares.
FOURTH:
(A) 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 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 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 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 Portfolios'
current prospectus(es) or statement(s) of additional information. The
Distributor and the Company 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 Class C 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 a Portfolio to the Distributor or by a Portfolio 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 Company
on behalf of each Portfolio pursuant to Rule 12b-1 under the 1940 Act.
(D) The Company shall redeem Class C Shares from shareholders in
accordance with the terms set forth from time to time in the current prospectus
and statement of additional information of each Portfolio. The price to be paid
to a shareholder to redeem Class C Shares shall be equal to the net asset value
of the Class C shares being redeemed, less any applicable contingent deferred
sales charge. The Distributor shall be entitled to receive the amount of any
applicable contingent deferred sales charge that has been subtracted from gross
redemption proceeds. The Company shall pay or cause the Company's transfer
agent to pay the applicable contingent
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deferred sales charge to the Distributor on the date net redemption proceeds
are payable to the redeeming shareholder.
FIFTH: The Distributor shall act as agent of the Company on behalf
of each Portfolio in connection with the sale and repurchase of Class C Shares.
Except with respect to such sales and repurchases, the Distributor shall act as
principal in all matters relating to the promotion or the sale of Class C
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 Class C 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 and
financial institution shall act as a principal, and not as an agent, of the
Company on behalf of the Portfolios. The Distributor or such other investment
dealers or financial institutions will be deemed to have performed all services
required to be performed in order to be entitled to receive the asset based
sales charge portion of any amounts payable with respect to Class C Shares to
the Distributor pursuant to a distribution plan adopted by the Company on
behalf of each Portfolio pursuant to Rule 12b-1 under the 1940 Act upon the
settlement of each sale of a Class C Share (or a share of another portfolio
from which the Class C Share derives).
SIXTH: The Portfolios shall bear:
(A) the expenses of qualification of Class C 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 Company 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 Portfolios' prospectuses and statements of
additional information (including supplements thereto) relating to public
offerings made by the Distributor pursuant to this Agreement (which shall not
include those prospectuses and statements of additional information, and
supplements thereto, to be distributed to shareholders of each Portfolio), 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) The Distributor may be reimbursed for all or a portion of such
expenses, or may receive reasonable compensation for distribution related
services, to the extent permitted by a distribution plan adopted by the Company
on behalf of the Portfolios pursuant to Rule 12b-1 under the 1940 Act.
EIGHTH: The Distributor will accept orders for the purchase of Class
C 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. It is mutually understood
and agreed that the Company may reject purchase orders where, in the judgment
of the Company, such rejection is in the best interest of the Company.
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NINTH: The Company, on behalf of the Portfolios, and the Distributor
shall each comply with all applicable provisions of the 1940 Act, the
Securities Act of 1933 and of all other federal and state laws, rules and
regulations governing the issuance and sale of Class C Shares.
TENTH:
(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 Company on behalf of the Portfolios agrees to 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
Portfolios, 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 Company or Portfolio in connection therewith by or on behalf
of the Distributor. The Distributor agrees to indemnify the Company and the
Portfolios against any and all claims, demands, liabilities and expenses which
the Company or the Portfolios may incur arising out of or based upon any act or
deed of the Distributor or its sales representatives which has not been
authorized by the Company or the Portfolios in its prospectus or in this
Agreement.
(B) The Distributor agrees to indemnify the Company and the
Portfolios against any and all claims, demands, liabilities and expenses which
the Company or the Portfolios 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 Portfolios, 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 Company or the Portfolios 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 Portfolios' transfer
agent(s), or for any failure of any such transfer agent to perform its duties.
ELEVENTH: Nothing herein contained shall require the Company to
take any action contrary to any provision of its Agreement and Declaration of
Trust, or to any applicable statute or regulation.
TWELFTH: This Agreement shall become effective as of the date
hereof, shall continue in force and effect until March 31, 2001, and shall
continue in force and effect from year to year thereafter, provided, that such
continuance is specifically approved at least annually (a)(I) by the Board of
Trustees of the Company or (ii) by the vote of a majority of the Portfolios'
outstanding voting securities (as defined in Section 2(a)(42) of the 1940 Act),
and (b) by vote of a majority of the Company's trustees 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.
THIRTEENTH:
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(A) This Agreement may be terminated at any time, without the
payment of any penalty, by vote of the Board of Trustees of the Company or by
vote of a majority of the outstanding voting securities of each Portfolio, or
by the Distributor, on sixty (60) days' written notice to the other party.
(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.
FOURTEENTH: 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, it is agreed that the addresses of both the
Company and the Distributor shall be 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000.
FIFTEENTH: 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 Company individually, but are binding only upon
the assets and property of the Company 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.
SIXTEENTH: This Agreement shall be governed by and construed in
accordance with the laws (without reference to conflicts of law provisions) of
the State of Delaware.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate on the day and year first above written.
AIM FLOATING RATE FUND
Attest:
By:
---------------------------------
Name: Xxxxxx X. Xxxxxx
-------------------------------------
Name: Title: President
Title:
A I M DISTRIBUTORS, INC.
Attest:
By:
---------------------------------
Name: Xxxxxxx X. Xxxx
-------------------------------------
Name: Title: President
Title:
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APPENDIX A
TO
MASTER DISTRIBUTION AGREEMENT
OF
AIM FLOATING RATE FUND
CLASS C SHARES
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AIM Floating Rate Fund
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