FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)
THIS AGREEMENT made as of this 18th day of August, 2003, as
subsequently amended, and as restated the 20th day of September, 2006, 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-1
and A-2 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
2
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 (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
3
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 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).
4
(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 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.
5
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, 2007, 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.
6
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 restates the prior master distribution agreement
in effect immediately prior to September 20, 2006 for each Portfolio listed on
Schedule A-1 and Schedule A-2 (the "Prior Distribution Agreement"), insofar as
such Prior Distribution Agreement 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 any Assignee) payable under the Prior Distribution
Agreement continue to be payable under this Agreement. Nothing herein is
intended to affect the absolute assignment of rights in Distribution Fees and
CDSCs under the Prior Distribution Agreement to any Assignee, and the
Distributor will track such assigned Distribution Fees and CDSCs on the same
7
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: /s/ Xxxxxx X. Xxxxxx
------------------------------------
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: /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
8
SCHEDULE A-1
TO
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
AIM EQUITY FUNDS
PORTFOLIOS
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Diversified Dividend Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Select Basic Value Fund
AIM FUNDS GROUP
PORTFOLIOS
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Value Fund
AIM International Small Company Fund
AIM Mid Cap Basic Value Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund
AIM GROWTH SERIES
PORTFOLIOS
AIM Basic Value Fund
AIM Conservative Allocation Fund
AIM Global Equity Fund
AIM Growth Allocation Fund
AIM Income Allocation Fund
AIM International Allocation Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund
AIM Moderately Conservative Allocation Fund
AIM Small Cap Growth Fund
9
AIM INTERNATIONAL MUTUAL FUNDS
PORTFOLIOS
AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM International Core Equity Fund
AIM International Growth Fund
AIM INVESTMENT FUNDS
PORTFOLIOS
AIM China Fund
AIM Developing Markets Fund
AIM Global Health Care Fund
AIM International Bond Fund
AIM Japan Fund
AIM Trimark Fund
AIM Trimark Endeavor Fund
AIM Trimark Small Companies Fund
AIM INVESTMENT SECURITIES FUNDS
PORTFOLIOS
AIM Global Real Estate Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Real Estate Fund
AIM Total Return Bond Fund
AIM SPECIAL OPPORTUNITIES FUNDS
PORTFOLIOS
AIM Opportunities I Fund
AIM Opportunities II Fund
AIM Opportunities III Fund
AIM SUMMIT FUND
10
AIM TAX-EXEMPT FUNDS
PORTFOLIO
AIM High Income Municipal Fund
11
SCHEDULE A-2
TO
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
AIM COUNSELOR SERIES TRUST
PORTFOLIOS
AIM Advantage Health Sciences Fund
AIM Multi-Sector Fund
AIM Structured Core Fund
AIM Structured Growth Fund
AIM Structured Value Fund
AIM SECTOR FUNDS
PORTFOLIOS
AIM Energy Fund
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Leisure Fund
AIM Technology Fund
AIM Utilities Fund
AIM STOCK FUNDS
AIM Dynamics Fund
12
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:
13
(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:
14
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
15
as of the close of business on the last day of the immediately
preceding calendar month in accordance with this paragraph (c).
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.
16
