EXHIBIT e(2)(i)
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)
THIS AGREEMENT made as of this 18th day of August, 2003, by
and between each registered investment company described on Schedule A-1 and
Schedule A-2 to this agreement (each individually referred to as the "Fund", or
collectively, the "Funds"), severally, on behalf of each of its series of common
stock or of beneficial interest, as the case may be, set forth on Schedule A to
this agreement (each, a "Portfolio"), with respect to the Class B shares (the
"Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware
corporation (the "Distributor").
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 Fund on behalf of each Portfolio which is a series thereof
hereby appoints the Distributor as its exclusive agent for the sale of the
Shares to the public directly and through investment dealers and financial
institutions in the United States and throughout the world in accordance with
the then current prospectus or statement of additional information
(collectively, a "Prospectus") of the applicable Portfolio. If after termination
of the Distributor's services to the Fund on behalf of a Portfolio pursuant to
this Agreement, such Fund retains the services of another distributor, the
distribution agreement with such other distributor shall contain provisions
comparable to Clauses FOURTH and SEVENTH hereof and Exhibit A hereto, and
without limiting the generality of the foregoing, will require such other
distributor to maintain and make available to the Distributor records regarding
sales, redemptions and reinvestments of Shares necessary to implement the terms
of Clauses FOURTH, SEVENTH and EIGHTH hereof.
SECOND: The Fund shall not sell any Shares except through the
Distributor and under the terms and conditions set forth in paragraph FOURTH
below. Notwithstanding the provisions of the foregoing sentence:
(A) the Fund may issue Shares of a Portfolio to any other investment
company or personal holding company, or to the shareholders thereof, in exchange
for all or a majority of the shares or assets of any such company;
(B) the Fund may issue Shares at their net asset value in connection
with certain classes of transactions or to certain classes of investors, in
accordance with Rule 22d-1 under the Investment Company Act of 1940, as amended
(the "1940 Act"), provided that any such class of transaction or category of
person is specified in the Prospectus; and
(C) the Fund shall have the right to specify minimum amounts for
initial and subsequent orders for the purchase of Shares of a Portfolio.
THIRD: The Distributor hereby accepts appointment as exclusive agent
for the sale of the Shares and agrees that it will use its best efforts to sell
such Shares; provided, however, that:
(A) the Distributor may, and when requested by the Fund on behalf of a
Portfolio shall, suspend its efforts to effectuate sales of Shares at any time
when, in the opinion of the Distributor or of the Fund, no sales should be made
because of market or other economic considerations or abnormal circumstances of
any kind;
(B) the Fund may withdraw the offering of the Shares of a Portfolio (i)
at any time with the consent of the Distributor, or (ii) without such consent
when so required by the provisions of any statute or of any order, rule or
regulation of any governmental body having jurisdiction; and
(C) the Distributor, as agent, does not undertake to sell any specific
amount of Shares of a Portfolio.
FOURTH:
(A) The public offering price of the Shares of a Portfolio shall be the
net asset value per share of the applicable Shares. Net asset value per share
shall be determined in accordance with the provisions of the Prospectus of the
applicable Portfolio. The Distributor may establish a schedule of contingent
deferred sales charges to be imposed at the time of redemption of the Shares,
and such schedule shall be disclosed in the Prospectus of each Portfolio. Such
schedule of contingent deferred sales charges may reflect variations in or
waivers of such charges on redemptions of Shares, either generally to the public
or to any specified class of investors and/or in connection with any specified
class of transactions, in accordance with applicable rules and regulations and
exemptive relief granted by the Securities and Exchange Commission, and as set
forth in the Prospectus of the applicable Portfolio. The Distributor and the
Fund shall apply any then applicable scheduled variation in or waiver of
contingent deferred sales charges uniformly to all shareholders and/or all
transactions belonging to a specified class.
(B) The Distributor may pay to investment dealers and other financial
institutions through whom Shares are sold, such sales commission as the
Distributor may specify from time to time. Payment of any such sales commissions
shall be the sole obligation of the Distributor.
(C) No provision of this Agreement shall be deemed to prohibit any
payments by the Fund to the Distributor or by the Distributor to investment
dealers, financial institutions and 401(k) plan service providers where such
payments are made under a distribution plan adopted by the Fund pursuant to Rule
12b-1 under the 1940 Act.
(D) The Fund shall redeem the Shares from shareholders in accordance
with the terms set forth from time to time in the Prospectus of each applicable
Portfolio. The price to be paid to a shareholder to redeem the Shares shall be
equal to the net asset value of the Shares being redeemed ("gross redemption
proceeds"), less first, any applicable contingent deferred sales charge,
calculated pursuant to the then applicable schedule of contingent deferred sales
charges, and second, any applicable redemption fee as provided in the
Prospectus, which redemption fee shall be retained by the Portfolio ("net
redemption proceeds"). The Distributor shall be entitled to receive the amount
of the contingent deferred sales charge that has been subtracted from gross
redemption proceeds (the "CDSC"), provided that the Shares being redeemed were
(i) issued by a Portfolio during the term of this Agreement and any predecessor
Agreement between the Fund or its predecessor and the Distributor or (ii) issued
by a Portfolio during or after the term of this Agreement or any predecessor
Agreement between the Fund or its predecessor and the Distributor in one or a
series of free exchanges of Shares for Shares of another Portfolio, which can be
traced to Shares initially issued by a Portfolio during the term of this
Agreement, any predecessor Agreement or any
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other distribution agreement with the Distributor (the "Distributor's Earned
CDSC"). The Fund shall pay or cause the Fund's transfer agent to pay the
Distributor's Earned CDSC to the Distributor on the date net redemption proceeds
are payable to the redeeming shareholder.
(E) The Distributor shall maintain adequate books and records to
identify Shares (i) issued by a Portfolio during the term of this Agreement and
any predecessor Agreement between the Fund or its predecessor and the
Distributor or (ii) issued by a Portfolio during or after the term of this
Agreement or any predecessor Agreement between the Fund or its predecessor and
the Distributor in one or a series of free exchanges of Shares for Shares of
another Portfolio, which can be traced to Shares initially issued by a Portfolio
during the term of this Agreement, any predecessor Agreement or any other
distribution agreement with the Distributor and shall calculate the
Distributor's Earned CDSC, if any, with respect to such Shares, upon their
redemption. The Fund shall be entitled to rely on the Distributor's books,
records and calculations with respect to the Distributor's Earned CDSC.
FIFTH: The Distributor shall act as an agent of the Fund in connection
with the sale and redemption of Shares. Except with respect to such sales and
redemptions, the Distributor shall act as principal in all matters relating to
the promotion of the sale of Shares and shall enter into all of its own
engagements, agreements and contracts as principal on its own account. The
Distributor shall enter into agreements with investment dealers and financial
institutions selected by the Distributor, authorizing such investment dealers
and financial institutions to offer and sell the Shares to the public upon the
terms and conditions set forth therein, which shall not be inconsistent with the
provisions of this Agreement. Each agreement shall provide that the investment
dealer or financial institution shall act as a principal, and not as an agent,
of the Fund.
SIXTH: The Portfolio shall bear:
(A) the expenses of qualification of Shares for sale in connection with
such public offerings in such states as shall be selected by the Distributor,
and of continuing the qualification therein until the Distributor notifies the
Fund that it does not wish such qualification continued; and
(B) all legal expenses in connection with the foregoing.
SEVENTH:
(A) The Distributor shall bear the expenses of printing from the final
proof and distributing the Prospectus for the Shares (including supplements
thereto) relating to public offerings made by the Fund pursuant to such
Prospectus (which shall not include the Prospectus, and supplements thereto, to
be distributed to existing shareholders of the Shares), and any other
promotional or sales literature used by the Distributor or furnished by the
Distributor to dealers in connection with such public offerings, and expenses of
advertising in connection with such public offerings.
(B) Subject to the limitations, if any, of applicable law including the
applicable rules of NASD Inc. regarding asset-based sales charges, the Fund on
behalf of a Portfolio shall pay to the Distributor as a reimbursement for all or
a portion of such expenses, or as reasonable compensation for distribution of
the Shares, an asset-based sales charge in an amount equal to 0.75% per annum of
the average daily net asset value of the Shares of such Portfolio from time to
time (the "Distribution Fees"), such Distribution Fees to be payable pursuant to
a distribution plan applicable to the Shares of the Fund adopted pursuant to
Rule 12b-1 under the 1940 Act (the "Plan"). For purposes of this Agreement, the
term "Distributor's 12b-1 Share" shall mean a percentage that shall be
recomputed periodically (but not less than monthly) in accordance with Exhibit A
to this
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Agreement. The Distributor will be deemed to have performed all services
required to be performed in order to be entitled to receive its Distributor's
12b-1 Share of the Distribution Fees with respect to Shares of each Portfolio
upon the settlement of each sale of Shares (or shares of another portfolio from
which the Share derives) taken into account in determining such Distributor's
12b-1 Share (including shares that derive from such Shares). The Distributor's
12b-1 Share of the Distribution Fees relating to each Portfolio shall accrue
daily and be paid to the Distributor as soon as practicable after the end of
each calendar month within which it accrues but in any event within 10 business
days after the end of each such calendar month (unless the Distributor shall
specify a later date in written instructions to the Fund) provided, however,
that any notices and calculation required by Section EIGHTH: (B) and (C) have
been received by the Fund.
(C) The Distributor shall maintain adequate books and records to permit
calculations periodically (but not less than monthly) of, and shall calculate on
a monthly basis, the Distributor's 12b-1 Share of the Distribution Fees relating
to each Portfolio to be paid to the Distributor. The Fund shall be entitled to
rely on the Distributor's books, records and calculations relating to the
Distributor's 12b-1 Share of the Distribution Fees relating to each Portfolio.
EIGHTH:
(A) The Distributor may, from time to time, assign, transfer or pledge
("Transfer") to one or more designees (each an "Assignee"), its rights to all or
a designated portion of (i) the Distributor's 12b-1 Share of the Distribution
Fees (but not the Distributor's duties and obligations pursuant hereto or
pursuant to the Plan), and (ii) the Distributor's Earned CDSC, free and clear of
any offsets or claims the Fund may have against the Distributor. Each such
Assignee's ownership interest in a Transfer of a designated portion of a
Distributor's 12b-1 Share of the Distribution Fees and a Distributor's Earned
CDSC is hereinafter referred to as an "Assignee's 12b-1 Portion" and an
"Assignee's CDSC Portion," respectively. A Transfer pursuant to this Section
EIGHTH: (A) shall not reduce or extinguish any claim of the Fund against the
Distributor.
(B) The Distributor shall promptly notify the Fund in writing of a
Transfer pursuant to Section EIGHTH: (A) by providing the Fund with the name and
address of each such Assignee.
(C) The Distributor may direct the Fund to pay directly to an Assignee
such Assignee's 12b-1 Portion and Assignee's CDSC Portion. In such event, the
Distributor shall provide the Fund with a monthly calculation of (i) the
Distributor's Earned CDSC and Distributor's 12b-1 Share of the Distribution Fees
and (ii) each Assignee's 12b-1 Portion and Assignee's CDSC Portion, if any, for
such month (the "Monthly Calculation"). The Monthly Calculation shall be
provided to the Fund by the Distributor promptly after the close of each month
or such other time as agreed to by the Fund and the Distributor which allows
timely payment of the Distributor's 12b-1 Share of the Distribution Fees and
Distributor's Earned CDSC and/or the Assignee's 12b-1 Portion and Assignee's
CDSC Portion. The Fund shall not be liable for any interest on such payments
occasioned by delayed delivery of the Monthly Calculation by the Distributor. In
such event following receipt from the Distributor of (i) notice of Transfer
referred to in Section EIGHTH: (B) and (ii) each Monthly Calculation, the Fund
on behalf of each Portfolio shall make all payments directly to the Assignee or
Assignees in accordance with the information provided in such notice and Monthly
Calculation, on the same terms and conditions as if such payments were to be
paid directly to the Distributor. The Fund shall be entitled to rely on the
Distributor's notices and Monthly Calculations in respect of amounts to be paid
pursuant to this Section EIGHTH: (C).
(D) Alternatively, in connection with a Transfer the Distributor may
direct the Fund to pay all of such Distributor's 12b-1 Share of the Distribution
Fees and Distributor's Earned CDSC from
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time to time to a depository or collection agent designated by any Assignee,
which depository or collection agent may be delegated the duty of dividing such
Distributor's 12b-1 Share of the Distribution Fees and Distributor's Earned CDSC
between the Assignee's 12b-1 Portion and Assignee's CDSC Portion and the balance
of the Distributor's 12b-1 Share of the Distribution Fees (such balance, when
distributed to the Distributor by the depository or collection agent, the
"Distributor's 12b-1 Portion") and of the Distributor's Earned CDSC (such
balance, when distributed to the Distributor by the depository or collection
agent, the "Distributor's Earned CDSC Portion"), in which case only the
Distributor's 12b-1 Portion and Distributor's Earned CDSC Portion may be subject
to offsets or claims the Fund may have against the Distributor.
(E) The Fund shall not amend the Plan to reduce the amount payable to
the Distributor or any Assignee under Section SEVENTH: (B) hereof with respect
to the Shares for any Shares which have been issued prior to the date of such
amendment.
NINTH: The Distributor will accept orders for the purchase of Shares
only to the extent of purchase orders actually received and not in excess of
such orders, and it will not avail itself of any opportunity of making a profit
by expediting or withholding orders.
TENTH: Pursuant to the Plan and this Agreement, the Distributor may
receive and use a service fee in the amount of .25% of the average daily net
assets of the Shares of a Portfolio to provide continuing personal shareholder
services to customers who may, from time to time, directly or beneficially own
Shares of such Portfolio, including but not limited to, distributing sales
literature to customers, answering routine customer inquiries regarding the
Portfolio, assisting customers in changing dividend options, account
designations and addresses, and in enrolling in any of several special
investment plans offered in connection with the purchase of Shares, assisting
customers in the establishment and maintenance of customer accounts and records
and in the placement of purchase and redemption transactions, assisting
customers in investing dividends and capital gains distributions automatically
in Shares and providing such other services as the Fund or the customer may
reasonably request and the Distributor agrees to provide. The Distributor will
not be obligated to provide services which are provided by a transfer agent for
the Fund with respect to a Portfolio. The Distributor may provide the services
described in this Section TENTH either directly or through third parties. Any
agreement with a third party shall provide that the third party service provider
shall act as principal, and not as an agent of the Fund.
ELEVENTH: The Fund on behalf of the applicable Portfolio and the
Distributor shall each comply with all applicable provisions of the 1940 Act,
the Securities Act of 1933, as amended, and of all other federal and state laws,
rules and regulations governing the issuance and sale of the Shares.
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TWELFTH:
(A) In the absence of willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations or duties hereunder on the part of the
Distributor, the Fund shall indemnify the Distributor against any and all
claims, demands, liabilities and expenses which the Distributor may incur under
the Securities Act of 1933, or common law or otherwise, arising out of or based
upon any alleged untrue statement of a material fact contained in any
registration statement or Prospectus of the Shares, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, unless such statement or omission was made in reliance upon,
and in conformity with, information furnished to the Fund in connection
therewith by or on behalf of the Distributor. The Distributor shall indemnify
the Fund and the Shares against any and all claims, demands, liabilities and
expenses which the Fund or the Shares may incur arising out of or based upon (i)
any act or deed of the Distributor or its sales representatives which has not
been authorized by the Fund in its Prospectus or in this Agreement and (ii) the
Fund's reliance on the Distributor's books, records, calculations and notices in
Sections FOURTH: (E), SEVENTH: (C), EIGHTH: (B), EIGHTH: (C) and EIGHTH: (D).
(B) The Distributor shall indemnify the Fund and the Shares against any
and all claims, demands, liabilities and expenses which the Fund or the Shares
may incur under the Securities Act of 1933, as amended, or common law or
otherwise, arising out of or based upon any alleged untrue statement of a
material fact contained in any registration statement or Prospectus of the
Shares, or any omission to state a material fact therein if such statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Fund in connection therewith by or on behalf of the
Distributor.
(C) Notwithstanding any other provision of this Agreement, the
Distributor shall not be liable for any errors of the transfer agent(s) of the
Shares, or for any failure of any such transfer agent to perform its duties.
THIRTEENTH: Nothing herein contained shall require the Fund to take any
action contrary to any provision of its Agreement and Declaration of Trust, as
amended, or its charter or bylaws or to any applicable statute or regulation.
FOURTEENTH: This Agreement shall become effective with respect to the
Shares of each Portfolio on August 18, 2003, upon its approval by the Board of
Trustees or Board of Directors of the Fund and by vote of a majority of the
trustees or directors of the Fund who are not interested parties to this
Agreement or "interested persons" (as defined in Section 2(a)(19) of the 0000
Xxx) of any party to this Agreement cast in person at a meeting called for such
purpose, shall continue in force and effect until June 30, 2004, and from year
to year thereafter, provided, that such continuance is specifically approved
with respect to the Shares of each Portfolio at least annually (a)(i) by the
Board of Trustees or Board of Directors of the Fund or (ii) by the vote of a
majority of the outstanding Shares of such Portfolio, and (b) by vote of a
majority of the trustees or directors of the Fund who are not parties to this
Agreement or "interested persons" (as defined in Section 2(a)(19) of the 0000
Xxx) of any party to this Agreement cast in person at a meeting called for such
purpose.
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FIFTEENTH:
(A) This Agreement may be terminated with respect to the Shares of any
Portfolio, at any time, without the payment of any penalty, by vote of the Board
of Trustees or Board of Directors of the Fund or by vote of a majority of the
outstanding Shares of such Portfolio, or by the Distributor, on sixty (60) days'
written notice to the other party; and
(B) This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" having the meaning set forth in Section
2(a)(4) of the 1940 Act; provided, that, subject to the provisions of the
following sentence, if this Agreement is terminated for any reason, the
obligations of the Fund and the Distributor pursuant to Sections FOURTH: (D),
FOURTH: (E), SEVENTH: (B), SEVENTH: (C), EIGHTH: (A) through (E) and TWELFTH:
(A) of this Agreement will continue and survive any such termination.
Notwithstanding the foregoing, upon Complete Termination of the Plan (as such
term is defined in Section 11 of the applicable Plan in effect at the date of
this Agreement) with respect to Shares of a Portfolio, the obligations of the
Fund in respect of Shares of such Portfolio pursuant to the terms of Sections
SEVENTH: (B), SEVENTH: (C), EIGHTH: (A), EIGHTH: (C), EIGHTH: (D) and EIGHTH:
(E) (with respect to payments of the Distributor's 12b-1 Share of the
Distribution Fees and Assignee's 12b-1 Portion in respect of such Portfolio) of
this Agreement shall terminate. A termination of the applicable Plan with
respect to any or all Shares of any or all Portfolios shall not affect the
obligations of the Fund pursuant to Sections FOURTH: (D), EIGHTH: (A), EIGHTH:
(C), EIGHTH: (D) and EIGHTH: (E) (with respect to payments of Distributor's
Earned CDSC or Assignee's CDSC Portion) hereof or of the obligations of the
Distributor pursuant to Section FOURTH: (E) or EIGHTH: (B) hereof.
(C) The Transfer of the Distributor's rights to the Distributor's 12b-1
Share of the Distribution Fees or Distributor's Earned CDSC shall not cause a
termination of this Agreement or be deemed to be an assignment for purposes of
Section FIFTEENTH: (B) above.
SIXTEENTH: Any notice under this Agreement shall be in writing,
addressed and delivered, or mailed postage prepaid, to the other party at such
address as the other party may designate for the receipt of notices. Until
further notice to the other party, the addresses of each Fund and the
Distributor is 00 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000-0000.
SEVENTEENTH: Notice is hereby given that, as provided by applicable
law, the obligations of or arising out of this Agreement are not binding upon
any of the shareholders of the Fund or any Portfolio individually, but are
binding only upon the assets and property of the Fund or such Portfolio and that
the shareholders shall be entitled, to the fullest extent permitted by
applicable law, to the same limitation on personal liability as stockholders of
private corporations for profit.
EIGHTEENTH: This Agreement shall be deemed to be a contract made in the
State of Delaware and governed by, construed in accordance with and enforced
pursuant to the internal laws of the State of Delaware without reference to its
conflicts of laws rules.
NINETEENTH: This Agreement amends and restates the prior master
distribution agreements in effect immediately prior to August 18, 2003 for each
Portfolio listed on Exhibit A-1 and amends and restates that portion of the
prior amended and restated master distribution plan and agreement that
constituted a distribution agreement in effect immediately prior to August 18,
2003, which amended and restated the master distribution plan and agreement in
effect from August 23, 2000, for each Portfolio listed on Schedule A-2
(collectively, the "Prior Distribution Agreements"), insofar as such Prior
Distribution Agreements pertained to Shares of any Portfolio. For the avoidance
of doubt, all service fees and all Distribution Fees and CDSCs (subject to the
rights of
7
any Assignee) payable under the Prior Distribution Agreements continue to be
payable under this Agreement, whether initially payable to A I M Distributors,
Inc. ("ADI") or to INVESCO Distributors, Inc. ("IDI"), IDI having assigned its
rights under its Prior Distribution Agreement, subject to the rights of any
Assignee, to ADI. Nothing herein is intended to affect the absolute assignment
of rights in Distribution Fees and CDSCs under the Prior Distribution Agreements
to any Assignee, and the Distributor will track such assigned Distribution Fees
and CDSCs on the same basis as it tracks the Distributor's 12b-1 Share of the
Distribution Fees as set forth on Exhibit A to this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate on the day and year first above written.
Each FUND (listed on Schedule
A-1 on behalf of the Shares of
each Portfolio listed on
Schedule A-1
By:
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
Each FUND (listed on Schedule
A-2 on behalf of the Shares of
each Portfolio listed on
Schedule A-2
By:
---------------------------
Name:
Title: President
A I M DISTRIBUTORS, INC.
By:
---------------------------
Name: Xxxxxxx X. Xxxx
Title: President
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SCHEDULE A-1
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
AIM ADVISOR FUNDS
PORTFOLIOS
AIM International Core Equity Fund
AIM Real Estate Fund
AIM EQUITY FUNDS
PORTFOLIOS
AIM Aggressive Growth Fund
AIM Basic Value II Fund
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Core Strategies Fund
AIM Dent Demographic Trends Fund
AIM Diversified Dividend Fund
AIM Emerging Growth Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Mid Cap Growth Fund
AIM U.S. Growth Fund
AIM Xxxxxxxxxx Fund
AIM FUNDS GROUP
PORTFOLIOS
AIM Balanced Fund
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Utilities Fund
AIM Global Value Fund
AIM International Emerging Growth Fund
AIM Mid Cap Basic Value Fund
AIM New Technology Fund
AIM Premier Equity Fund
AIM Premier Equity II Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund
9
AIM GROWTH SERIES
PORTFOLIOS
AIM Basic Value Fund
AIM Mid Cap Core Equity Fund
AIM Small Cap Growth Fund
AIM INTERNATIONAL FUNDS, INC.
PORTFOLIOS
AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM International Growth Fund
AIM INVESTMENT FUNDS
PORTFOLIOS
AIM Developing Markets Fund
AIM Global Energy Fund
AIM Global Financial Services Fund
AIM Global Health Care Fund
AIM Global Science and Technology Fund
AIM Libra Fund
AIM INVESTMENT SECURITIES FUNDS
PORTFOLIOS
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Total Return Bond Fund
10
AIM SERIES TRUST
PORTFOLIO
AIM Global Trends Fund
AIM SPECIAL OPPORTUNITIES FUNDS
PORTFOLIOS
AIM Opportunities I Fund
AIM Opportunities II Fund
AIM Opportunities III Fund
AIM TAX-EXEMPT FUNDS
PORTFOLIO
AIM High Income Municipal Fund
11
SCHEDULE A-2
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
INVESCO BOND FUNDS, INC.
PORTFOLIOS
INVESCO High Yield Fund
INVESCO Select Income Fund
INVESCO Tax-Free Bond Fund
INVESCO U.S. Government Securities Fund
INVESCO COMBINATION STOCK & BOND FUNDS, INC.
PORTFOLIOS
INVESCO Balanced Fund
INVESCO Core Equity Fund
INVESCO Total Return Fund
INVESCO COUNSELOR SERIES FUNDS, INC.
PORTFOLIOS
INVESCO Advantage Fund
INVESCO Advantage Global Health Sciences Fund
12
INVESCO INTERNATIONAL FUNDS, INC.
PORTFOLIOS
INVESCO European Fund
INVESCO International Blue Chip Value Fund
INVESCO MANAGER SERIES FUNDS, INC.
PORTFOLIO
INVESCO Multi-Sector Fund
INVESCO MONEY MARKET FUNDS, INC.
PORTFOLIO
INVESCO Cash Reserves Fund
INVESCO SECTOR FUNDS, INC.
PORTFOLIOS
INVESCO Energy Fund
INVESCO Financial Services Fund
INVESCO Gold & Precious Metals Fund
INVESCO Health Sciences Fund
INVESCO Leisure Fund
INVESCO Real Estate Opportunity Fund
INVESCO Technology Fund
INVESCO Telecommunications Fund
INVESCO Utilities Fund
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INVESCO STOCK FUNDS, INC.
PORTFOLIOS
INVESCO Dynamics Fund
INVESCO Growth Fund
INVESCO Growth & Income Fund
INVESCO Mid-Cap Growth Fund
INVESCO Small Company Growth Fund
INVESCO Value Equity Fund
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EXHIBIT A
The Distributor's 12b-1 Share of the Distribution Fees in
respect of the Shares of each Portfolio shall be 100 percent until such time as
the Distributor shall cease to serve as exclusive distributor of the Shares of
such Portfolio and thereafter shall be a percentage, recomputed first on the
date of any termination of the Distributor's services as exclusive distributor
of Shares of any Portfolio and thereafter periodically (but not less than
monthly), representing the percentage of Shares of such Portfolio outstanding on
each such computation date allocated to the Distributor in accordance with the
following rules:
1. DEFINITIONS. For purposes of this Exhibit A defined terms
used herein shall have the meaning assigned to such terms in the Distribution
Agreement and the following terms shall have the following meanings:
"Commission Shares" shall mean shares of the Portfolio or
another portfolio the redemption of which would, in the absence of the
application of some standard waiver provision, give rise to the payment of a
CDSC and shall include Commission Shares which due to the expiration of the CDSC
period no longer bear a CDSC.
"Date of Original Issuance" shall mean, in respect of any
Commission Share of any Portfolio, the date with reference to which the amount
of the CDSC payable on redemption thereof, if any, is computed.
"Distributor" shall mean the Distributor.
"Free Exchange Transaction" shall mean a transaction in which
shares of one portfolio (the "Redeeming Portfolio") are exchanged for shares of
another portfolio (the "Issuing Portfolio") where, pursuant to the applicable
constituent documents of the Issuing Portfolio, the shares issued by the Issuing
Portfolio in exchange for the shares of the Redeeming Portfolio are deemed to
have been acquired at the time when the exchanged shares of the Redeeming
Portfolio were acquired (or deemed to have been acquired).
"Free Shares" shall mean, in respect of any Portfolio, each
Share of such Portfolio other than any Commission Share.
"Omnibus Account" shall mean, in respect of any Portfolio, any
account maintained by the transfer agent for such Portfolio reflecting the
record ownership of Shares of such Portfolio by an entity who maintains
sub-transfer agency records reflecting the actual beneficial ownership of such
Shares in other persons or entities.
"Omnibus Shares" shall mean, in respect of any Portfolio, the
Shares of such Portfolio held in the name of a broker-dealer street account on
records maintained by the transfer agent for such Portfolio and for which such
broker-dealer provides sub-transfer agency services.
"Other Distributor" shall mean each person appointed as the
exclusive distributor for the Shares of the Portfolio after the Distributor
ceases to serve in that capacity.
2. ALLOCATION RULES. In determining the Distributor's 12b-1
Share in respect of a particular Portfolio:
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(a) Commission Shares: There shall be allocated to the
Distributor and each Other Distributor all Commission Shares of such Portfolio
which have a Date of Original Issuance which occurs during the period such
Distributor or such Other Distributor, as the case may be, was the exclusive
distributor for the Shares of the Portfolio, determined in accordance with the
transfer agent records maintained for such Portfolio.
(b) Free Shares (other than Omnibus Shares): A Free Share
(other than an Omnibus Share) of any Portfolio will be attributed to the
Distributor and each Other Distributor in accordance with the transfer agent
reports of the transfer agent for such Portfolio.
(c) Omnibus Shares: Omnibus Shares of any Portfolio which are
Free Shares outstanding on any date shall be attributed to the Distributor and
each Other Distributor pursuant to the following rules:
(i) For purposes of the attribution of Omnibus Shares
of a Portfolio which are Free Shares, such attributions shall
be made separately for the Omnibus Shares held in each
individual Omnibus Account of such Portfolio, and the result
of each such separate computation shall be aggregated to
provide the total Free Shares attributable to the Distributor
and each Other Distributor.
(ii) Free Shares which are Omnibus Shares and issued
(other than in connection with Free Exchange Transaction)
during any calendar month shall be attributed to the
Distributor and each Other Distributor as of the end of such
calendar month in a number computed as follows:
A x (B/C)
where:
A = Omnibus Shares which are Free Shares issued (other
than in connection with a Free Exchange Transaction)
during such calendar month.
B = Commission Shares and Free Shares which are Omnibus
Shares deemed to be attributed to the Distributor or
such Other Distributor, as the case may be, and
outstanding as of the close of business on the last
day of the immediately preceding calendar month in
accordance with this paragraph (C).
C = Total number of Commission Shares and Free Shares
which are Omnibus Shares outstanding as of the close
of business on the last day of the immediately
preceding calendar month.
(iii) Free Shares which are Omnibus Shares and
redeemed (other than in connection with a Free Exchange
Transaction) during any calendar month shall be attributed to
the Distributor and each Other Distributor as of the end of
such calendar month in a number computed as follows:
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A x (B/C)
where:
A = Omnibus Shares which are Free Shares redeemed
(other than in connection with a Free Exchange
Transaction) during such calendar month.
B = Free Shares which are Omnibus Shares deemed to be
attributed to the Distributor or such Other
Distributor, as the case may be, and outstanding as
of the close of business on the last day of the
immediately preceding calendar month in accordance
with this paragraph (c).
C = Total number of Free Shares which are Omnibus
Shares outstanding as of the close of business on the
last day of the immediately preceding calendar month
in accordance with this paragraph (c).
(iv) Free Shares which are Omnibus Shares exchanged
into or out of a specific Portfolio during any calendar month
(such amount, which may be a positive or negative number, the
"Net Exchange Shares") shall be computed as follows:
A - B - C + D
where:
A = Total number of Free Shares which are Omnibus
Shares outstanding as of the close of business on the
last day of the current calendar month.
B = Total number of Free Shares which are Omnibus
Shares outstanding as of the close of business on the
last day of the immediately preceding calendar month.
C = Total number of Free Shares which are Omnibus
Shares and issued during the current calendar month
and allocated among the Distributor and such Other
Distributor in accordance with clause (ii)
immediately above.
D = Total number of Free Shares which are Omnibus
Shares and redeemed during the current calendar month
and allocated among the Distributor and such Other
Distributor in accordance with clause (iii)
immediately above.
The amount of Net Exchange Shares computed for a given
calendar month shall be attributed to the Distributor and each
Other Distributor as of the end of such calendar month in a
number computed as follows:
E x (F/G)
where:
E = Total number of Net Exchange Shares computed in a
given month as of the close of business on the last
day of the current calendar month.
F = Free Shares which are Omnibus Shares deemed to be
attributed to the Distributor and such Other
Distributor, as the case may be, and outstanding as
of the close of business on the last day of the
immediately preceding calendar month in accordance
with this paragraph (c).
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G = Total number of Free Shares which are Omnibus
Shares outstanding as of the close of business on the
last day of the immediately preceding calendar month.
(d) General: For purposes of the foregoing, Shares of each
Portfolio will be deemed to be issued, redeemed, exchanged and converted to
class A shares in accordance with the rules used by the transfer agent for each
such Portfolio.
For purposes of paragraph (c) above, if the form of any
transfer agent report of the transfer agent for any Portfolio or the practices
or capabilities of such transfer agent in respect of any Portfolio, change after
July 31, 2003 and as a result of such changes the attributions of Free Shares
(other than Omnibus Shares) contemplated by paragraph (c) above no longer reach
results which are consistent with the results obtained under this Exhibit A if
the form of such transfer agent report or the practices or capability of such
transfer agent had not changed, then at the request of the Distributor, and
Other Distributor or any third party (a "Transferee") that has obtained an
interest in the Distributor's 12b-1 Share of the Distribution Fees for such
Portfolio, the Distributor, each other Distributor, the Fund and the Transferee
shall negotiate in good faith to cause the transfer agent for such Portfolio to
generate transfer agent reports or to adjust this Exhibit A as may be necessary
to reach results consistent with those that would have been produced if such
report had not changed; provided, that if such parties cannot reach agreement on
such modifications within a reasonable period of time after the date of any such
change, such parties shall submit the question to arbitration in accordance with
the commercial arbitration rules of the American Arbitration Association and the
decision reached by the arbitrator shall be final and binding.
The Fund shall use its best efforts to assure that the
transfer agent and the sub-transfer agents for each Portfolio maintain the data
necessary to implement the foregoing rules. If, notwithstanding the foregoing,
the transfer agents or sub-transfer agents for such Portfolio are unable to
maintain the data necessary to implement the foregoing rules as written, or if
the transfer agent or sub-transfer agents seek to change allocation methods
after the date of this Agreement (or any later date on which a sub-transfer
agent is permitted to allocate shares consistent with documentation with any
Transferee), or if the Distributor shall cease to serve as exclusive distributor
of the Shares of the Portfolio, the Distributor and the Fund agree to negotiate
in good faith with each other, with the transfer agents and sub-transfer agents
for such Portfolio and with any third party that has obtained an interest in the
Distributor's 12b-1 Share of the Distribution Fees in respect of such Portfolio
with a view to arriving at mutually satisfactory modifications to the foregoing
rules designed to accomplish substantially identical results on the basis of
data which can be made available.
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