MASTER DISTRIBUTION AGREEMENT
THIS AGREEMENT made as of the ____ day of _________, 2005, 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 beneficial interest set forth on
Schedule A to this Agreement (each, a "Portfolio") with respect to the 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 eligible
investors as described in 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;
(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.
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FOURTH:
(A) The public offering price of the Shares of a Portfolio (the
"offering price") shall be the net asset value per share. Net asset value per
share shall be determined in accordance with the provisions of the Prospectus of
the applicable Portfolio.
(B) 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 redemption
fee, which redemption fee shall be retained by the Portfolio ("net redemption
proceeds").
(C) The Distributor shall receive no fees from the Fund or Portfolios
for the services provided under this Agreement.
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.
SIXTH: The Distributor 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;
(B) 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; and
C) all legal expenses in connection with the foregoing.
SEVENTH: 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.
EIGHTH: 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.
NINTH:
(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
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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 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.
TENTH: 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.
ELEVENTH: This Agreement shall become effective with respect to the
Shares of each Portfolio upon its approval by the Board of Trustees of the fund
and by a vote of the majority of the trustees 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 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 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.
TWELFTH:
(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 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.
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THIRTEENTH: 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.
FOURTEENTH: 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.
FIFTEENTH: 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:
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Name: Xxxxxx X. Xxxxxx
Title: President
A I M DISTRIBUTORS, INC.
By:
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Name: Xxxx X. Needles
Title: President
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SCHEDULE A
TO
MASTER DISTRIBUTION AGREEMENT
AIM CORE ALLOCATION PORTFOLIO SERIES
Series C - Shares of beneficial interest
Series M - Shares of beneficial interest
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