[AIM LOGO]
MASTER RELATED AGREEMENT TO
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A3 SHARES)
This Master Related Agreement (the "Agreement") is entered into in accordance
with Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940
Act") by each registered investment company, listed in Schedule A to this
Agreement (each individually referred to as a "Fund", or collectively, "Funds"),
severally, on behalf of each of the series of common stock or beneficial
interest, as the case may be, set forth in Schedule A to this Agreement (each, a
"Portfolio" ), with respect to the Class A3 Shares of each such Portfolio listed
on Schedule A. This Agreement, being made between A I M Distributors, Inc.
("Distributors") and each Fund, on behalf of each applicable Portfolio, defines
the services to be provided by Distributors, or its designees, for which it is
to receive payments pursuant to the Amended and Restated Master Distribution
Plan (Class A3 Shares) (the "Plan") adopted by each of the Funds. The Plan has
been approved by a majority of the directors/trustees ("Trustees") of each of
the Funds, including a majority of the Trustees who have no direct or indirect
financial interest in the operation of the Plan or this Agreement (the
"Dis-Interested Trustees"), by votes cast in person at a meeting called for the
purpose of voting on the Plan.
1. a. Distributors may use payments received pursuant to Paragraph 2 of this
Agreement to provide continuing personal shareholder services to customers
who may, from time to time, directly or beneficially own shares of the
Funds. Continuing personal shareholder services may include but are not
limited to, distributing sales literature to customers, answering routine
customer inquiries regarding the Funds, 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 the Funds' 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 Funds or the customer may reasonably
request and Distributors agrees to provide. Distributors will not be
obligated to provide services which are provided by a transfer agent for a
Fund with respect to a Portfolio.
b. Distributors may also use the payments received pursuant to Paragraph 2
of this Agreement for distribution-related services. As used in this
Agreement, "distribution-related services" shall mean any activity which
is primarily intended to result in the sale of the Shares, including, but
not limited to, organizing and conducting sales seminars, implementing
advertising programs, engaging finders and paying finders fees, printing
prospectuses and statements of additional information (and supplements
thereto) and annual and semi-annual reports for other than existing
shareholders, preparing and distributing advertising material and sales
literature, making supplemental payments to dealers and other institutions
as asset-based sales charges, and administering the Plan.
c. Distributors may provide the services described in paragraphs a. and b.
above either directly or through third parties (its "designees").
1
2. For the services provided by Distributors or its designees pursuant to
this Agreement, each Fund shall pay Distributors a fee, calculated at the
end of each month at the annual rate set forth in Schedule A, or such
lesser rate as shall be agreed to by Distributors, as applied to the
average net asset value of the shares of such Fund purchased or acquired
through exchange on or after the Plan Calculation Date shown for such Fund
on Schedule A.
3. The total of the fees calculated for all of the Funds listed on Schedule A
for any period with respect to which calculations are made shall be paid
to Distributors within 10 days after the close of each month.
4. Distributors shall furnish the Funds with such information as shall
reasonably be requested by the Trustees of the Funds with respect to the
fees paid to Distributors pursuant to this Agreement.
5. Distributors shall furnish the Trustees of the Funds, for their review on
a quarterly basis, a written report of the amounts expended under the Plan
and the purposes for which such expenditures were made.
6. Distributors may enter into other similar Master Related Agreements with
any other investment company without a Fund's consent.
7. This Agreement shall become effective immediately upon its approval by a
majority of the Trustees of each of the Funds, including a majority of the
Dis-Interested Trustees, by votes cast in person at a meeting called for
the purpose of voting on the Plan and this Agreement.
8. This Agreement shall continue in full force and effect as long as the
continuance of the Plan and this Agreement are approved at least annually
by a vote of the Trustees, including a majority of the Dis-Interested
Trustees, cast in person at a meeting called for the purpose of voting
thereon.
9. This Agreement may be terminated with respect to any Fund at any time
without payment of any penalty by the vote of a majority of the Trustees
of such Fund who are Dis-interested Trustees or by a vote of a majority of
the Fund's outstanding shares, on sixty (60) days' written notice. It will
be terminated by any act which terminates the Fund's Plan, and in any
event, it shall terminate automatically in the event of its assignment as
that term is defined in the 1940 Act.
10. This Agreement may be amended by mutual written agreement of the parties.
11. All communications should be sent to the address of each xxxxxx as shown
at the bottom of this Agreement.
12. This Agreement shall be construed in accordance with the laws of the State
of Texas.
2
A I M DISTRIBUTORS, INC.
By: /s/ Xxxx X. Needles
________________________________________
Name: Xxxx X. Needles
Title: President
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
Attn: President
EFFECTIVE AUGUST 18, 2003. FUND (LISTED IN SCHEDULE A)
on behalf of the Class A3 Shares of each
Portfolio listed on Schedule A
By: /s/ Xxxxxx X. Xxxxxx
_______________________________________
Name: Xxxxxx X. Xxxxxx
Title: President
3
SCHEDULE "A" TO
RELATED AGREEMENT
Maximum Aggregate
Fund Fee Rate Plan Calculation Date
-------------------------------------------- ----------------- ---------------------
AIM INVESTMENT SECURITIES FUNDS
AIM Limited Maturity Treasury Fund A3 Shares 0.25(1) October 31, 2002
AIM TAX-EXEMPT FUNDS
AIM Tax-Free Intermediate Fund A3 Shares 0.25(1) October 31, 2002
----------------------
(1) Effective July 1,2005, this fee rate was reduced from 0.35% to 0.25%
4
