FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
THIS AGREEMENT made as of the 18th day of August, 2003, as subsequently
amended, and as restated the 20th day of September, 2006, by and between each
registered investment company set forth on Schedule A to this Agreement (each
individually referred to as "Fund", or collectively, "Funds"), severally, on
behalf of each of its series of common stock or beneficial interest, as the
case may be, set forth on Schedule A to this Agreement, (each, a "Portfolio"),
with respect to each class of shares except Class B Shares as set forth on
Schedule A to this Agreement, (the "Shares") of each Portfolio, and
A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor").
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt whereof is hereby acknowledged, the parties
hereto agree as follows:
FIRST: The Fund on behalf of each Portfolio 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 terms of the then current
prospectus or statement of additional information (collectively, a
"Prospectus") applicable to the Portfolio.
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, however:
(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 class of
investor is specified in the Prospectus of the applicable Portfolio; 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;
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(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 (the "offering
price") shall be the net asset value per share plus a sales charge, if any. Net
asset value per share shall be determined in accordance with the provisions of
the Prospectus of the applicable Portfolio. The sales charge shall be
established by the Distributor. The Distributor may establish a schedule of
contingent deferred sales charges to be imposed at the time of redemption of
certain Shares and such schedule of contingent deferred sales charges shall be
disclosed in the Prospectus of each Portfolio. The sales charges and schedule
of contingent deferred sales charges may reflect scheduled variations in, the
elimination of, or waivers of sales charges on sales of or redemptions of
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
applicable rules and regulations and exemptive relief granted by the Securities
and Exchange Commission ("SEC") and as set forth in the Prospectus applicable
to the Shares. The Distributor and the Fund shall apply any then applicable
scheduled variation in, elimination of, or waiver of, the selling commission or
contingent deferred sales charge uniformly to all classes of transactions or
classes of investors.
(B) The Portfolios shall allow directly to investment dealers and other
financial institutions through whom Shares are sold, such portion of any
applicable sales charges as may be payable to them and specified by the
Distributor up to but not exceeding the amount of the total sales charge. The
difference between any sales charges 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 Shares are sold, such sales charge or other payment
as the Distributor may specify from time to time. Payment of any such sales
charge or other payment shall be the 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 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 on behalf of the Shares
of a Portfolio 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 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, less any applicable contingent
deferred sales charge ("gross redemption proceeds"), calculated pursuant to the
then applicable schedule of contingent deferred sales charges, and if
applicable, after payment of any applicable contingent deferred sales charge,
less any applicable redemption fee, which redemption fee shall be retained by
the Portfolio ("net redemption proceeds"). 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 Fund shall pay or cause the
Fund's transfer agent to pay the applicable contingent deferred sales charge to
the Distributor on the date net redemption proceeds are payable to the
redeeming shareholder.
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FIFTH: The Distributor shall act as agent of the Fund on behalf of each
Portfolio 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 or 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 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 A, Class A3, Class C, Class R and Investor Class Shares
to the Distributor pursuant to a distribution plan adopted by the Fund on
behalf of each Portfolio pursuant to Rule 12b-1 under the 1940 Act upon the
settlement of each sale of a Class A, Class A3, Class C, Class R or Investor
Class Share (or a share of another portfolio from which such Share derives).
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: The Distributor shall bear the expenses of printing from the final
proof and distributing the Prospectuses for the Shares (including supplements
thereto) relating to public offerings made by the Distributor pursuant to this
Agreement (which shall not include those Prospectuses, 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
investment dealers and financial institutions in connection with such public
offerings, and expenses of advertising in connection with such public offerings.
EIGHTH: 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. The Fund may reject purchase orders where, in
the judgment of the Fund, such rejection is in the best interest of the Fund.
NINTH: The Fund, on behalf of the Portfolios, 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.
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 Fund on behalf of the Portfolios 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
Portfolios, or any omission to state a material fact therein, the
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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 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.
(B) The Distributor shall indemnify the Fund and the Portfolio against any
and all claims, demands, liabilities and expenses which the Fund or the
Portfolio 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
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 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 Portfolio,
or for any failure of any such transfer agent to perform its duties.
ELEVENTH: 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 to any applicable statute or regulation.
TWELFTH: This Agreement shall become effective with respect to the Shares of
each Portfolio upon its approval by the Board of Trustees or Board of Directors
of the fund and by a vote of the majority of the trustees or directors of the
Fund who are not interested parties to this Agreement or "interested persons"
(as defined in Section 2(a)(19) of the 0000 Xxx) of any party to this Agreement
cast in person at a meeting called for such purpose, shall continue in force
and effect until June 30, 2007, and shall continue in force and effect 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 class of such Portfolio (as
defined in Section 2(a)(42) of the 1940 Act), 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.
THIRTEENTH:
(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 class 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.
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, the addresses of each Fund and the Distributor shall be 00
Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000-0000.
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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 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.
SIXTEENTH: 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.
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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.
EACH FUND (LISTED ON SCHEDULE A) ON BEHALF OF
THE SHARES OF EACH PORTFOLIO LISTED ON
SCHEDULE A
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
A I M DISTRIBUTORS, INC.
By: /s/ Xxxx X. Needles
---------------------------------
Name: Xxxx X. Needles
Title: President
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SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)
AIM COUNSELOR SERIES TRUST
AIM Advantage Health Sciences Fund - Class A
Class C
AIM Floating Rate Fund - Class A
Class C
Class R
Institutional Class
AIM Multi-Sector Fund - Class A
Class C
Institutional Class
AIM Structured Core Fund - Class A
Class C
Class R
Institutional Class
AIM Structured Growth Fund - Class A
Class C
Class R
Institutional Class
AIM Structured Value Fund - Class A
Class C
Class R
Institutional Class
AIM EQUITY FUNDS
AIM Capital Development Fund - Class A
Class C
Class R
Institutional Class
Investor Class
AIM Charter Fund - Class A
Class C
Class R
Institutional Class
7
AIM Constellation Fund - Class A
Class C
Class R
Institutional Class
AIM Diversified Dividend Fund - Class A
Class C
Class R
Institutional Class
Investor Class
AIM Large Cap Basic Value Fund - Class A
Class C
Class R
Institutional Class
Investor Class
AIM Large Cap Growth Fund - Class A
Class C
Class R
Institutional Class
Investor Class
AIM Select Basic Value Fund - Class A
Class C
AIM FUNDS GROUP
AIM Basic Balanced Fund - Class A
Class C
Class R
Institutional Class
Investor Class
AIM European Small Company Fund - Class A
Class C
AIM Global Value Fund - Class A
Class C
Institutional Class
AIM International Small Company Fund - Class A
Class C
Institutional Class
AIM Mid Cap Basic Value Fund - Class A
Class C
Class R
Institutional Class
8
AIM Select Equity Fund - Class A
Class C
AIM Small Cap Equity Fund - Class A
Class C
Class R
Institutional Class
AIM GROWTH SERIES
AIM Basic Value Fund - Class A
Class C
Class R
Institutional Class
AIM Conservative Allocation Fund - Class A
Class C
Class R
Institutional Class
AIM Global Equity Fund - Class A
Class C
Class R
Institutional Class
AIM Growth Allocation Fund - Class A
Class C
Class R
Institutional Class
AIM Income Allocation Fund - Class A
Class C
Class R
Institutional Class
AIM International Allocation Fund - Class A
Class C
Class R
Institutional Class
AIM Mid Cap Core Equity Fund - Class A
Class C
Class R
Institutional Class
AIM Moderate Allocation Fund - Class A
Class C
Class R
Institutional Class
AIM Moderate Growth Allocation Fund - Class A
Class C
Class R
Institutional Class
9
AIM Moderately Conservative Allocation Fund - Class A
Class C
Class R
Institutional Class
AIM Small Cap Growth Fund - Class A
Class C
Class R
Institutional Class
Investor Class
AIM INTERNATIONAL MUTUAL FUNDS
AIM Asia Pacific Growth Fund - Class A
Class C
AIM European Growth Fund - Class A
Class C
Class R
Investor Class
AIM Global Aggressive Growth Fund - Class A
Class C
AIM Global Growth Fund - Class A
Class C
AIM International Core Equity Fund - Class A
Class C
Class R
Institutional Class
Investor Class
AIM International Growth Fund - Class A
Class C
Class R
Institutional Class
AIM INVESTMENT FUNDS
AIM China Fund - Class A
Class C
Institutional Class
AIM Developing Markets Fund - Class A
Class C
Institutional Class
10
AIM Enhanced Short Bond Fund - Class A
Class C
Class R
Institutional Class
AIM Global Health Care Fund - Class A
Class C
Investor Class
AIM International Bond Fund - Class A
Class C
Institutional Class
AIM Japan Fund - Class A
Class C
Institutional Class
AIM Trimark Endeavor Fund - Class A
Class C
Class R
Institutional Class
AIM Trimark Fund - Class A
Class C
Class R
Institutional Class
AIM Trimark Small Companies Fund - Class A
Class C
Class R
Institutional Class
AIM INVESTMENT SECURITIES FUNDS
AIM Global Real Estate Fund - Class A
Class C
Class R
Institutional Class
AIM High Yield Fund - Class A
Class C
Institutional Class
Investor Class
AIM Income Fund - Class A
Class C
Class R
Institutional Class
Investor Class
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AIM Intermediate Government Fund - Class A
Class C
Class R
Institutional Class
Investor Class
AIM Limited Maturity Treasury Fund - Class A
Class A3
Institutional Class
AIM Money Market Fund - AIM Cash Reserve Shares
Class C
Class R
Institutional Class
Investor Class
AIM Municipal Bond Fund - Class A
Class C
Investor Class
AIM Real Estate Fund - Class A
Class C
Class R
Institutional Class
Investor Class
AIM Short Term Bond Fund - Class A
Class C
Class R
Institutional Class
AIM Total Return Bond Fund - Class A
Class C
Class R
Institutional Class
AIM SECTOR FUNDS
AIM Energy Fund - Class A
Class C
Institutional Class
Investor Class
AIM Financial Services Fund - Class A
Class C
Investor Class
AIM Gold & Precious Metals Fund - Class A
Class C
Investor Class
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AIM Leisure Fund - Class A
Class C
Class R
Investor Class
AIM Technology Fund - Class A
Class C
Institutional Class
Investor Class
AIM Utilities Fund - Class A
Class C
Institutional Class
Investor Class
AIM SPECIAL OPPORTUNITIES FUNDS
AIM Opportunities I Fund - Class A
Class C
AIM Opportunities II Fund - Class A
Class C
AIM Opportunities III Fund - Class A
Class C
AIM STOCK FUNDS
AIM Dynamics Fund - Class A
Class C
Class R
Institutional Class
Investor Class
AIM S&P 500 Index Fund - Institutional Class
Investor Class
AIM SUMMIT FUND Class A
Class C
AIM TAX-EXEMPT FUNDS
AIM High Income Municipal Fund - Class A
Class C
Institutional Class
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AIM Tax-Exempt Cash Fund - Class A
Investor Class
AIM Tax-Free Intermediate Fund - Class A
Class A3
Institutional Class
AIM TREASURER'S SERIES TRUST
Premier Portfolio Investor Class
Premier Tax-Exempt Portfolio Investor Class
Premier U.S. Government Money Portfolio Investor Class
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