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EXHIBIT 2(h)(3)
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
its Class C Shares (the "Class C Shares") and A I M DISTRIBUTORS, INC., a
Delaware corporation (the "Distributor"). For purposes of this Agreement,
payments made by the Company 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, Early Withdrawal Charges
applicable to the Class C Shares shall be referred to as contingent deferred
sales charges.
WITNESSETH:
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 prospectus of the Company.
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.
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:
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(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 Company. The
Distributor may establish a schedule of contingent deferred sales charges to be
imposed at the time of repurchase of the Shares, and such schedule shall be
disclosed in the current prospectus or statement of additional information of
the Company. Such schedule of contingent deferred sales charges may reflect
variations in or waivers of such charges on repurchases 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 Company's current prospectus or
statement 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 commissions 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 Company to the Distributor or by the Company 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 the Company pursuant to Rule 12b-1 under the 1940 Act.
(D) The Company shall repurchase 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 the Company. The price to be paid to
a shareholder to repurchase Class C Shares shall be equal to the net asset value
of the Class C Shares being repurchased, 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
repurchase proceeds. The Company shall pay or cause the Company's transfer agent
to pay the applicable contingent deferred sales charge to the Distributor on the
date net repurchase proceeds are payable to the tendering shareholder.
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FIFTH: The Distributor shall act as agent of the Company 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. 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 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 Company 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 Company's 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 the Company), 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
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 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 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 Company, 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 in connection
therewith by or on behalf of the Distributor. The Distributor agrees to
indemnify the Company against any and all claims, demands, liabilities and
expenses which the Company 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 in its prospectus or in this Agreement.
(B) The Distributor agrees to indemnify the Company against any and all
claims, demands, liabilities and expenses which the Company 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 Company, 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 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 Company's 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 Company's 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:
(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 the Company, or by the Distributor, on sixty
(60) days' written notice to the other party.
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(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:
/s/ XXXXXX X. XXXX By: /s/ XXXXXX X. XXXXXX
-------------------------------------- ----------------------------------
Name: Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxxxx
Title: Assistant Secretary Title: President
AIM DISTRIBUTORS, INC.
Attest:
/s/ XXXXXX X. XXXX By: /s/ XXXXXXX X. XXXX
-------------------------------------- ----------------------------------
Name: Xxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx
Title: Assistant Secretary Title: President
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