DISTRIBUTION AGREEMENT
BETWEEN
AIM INVESTMENT PORTFOLIOS, INC.
AND
A I M DISTRIBUTORS, INC.
CLASS A SHARES
THIS AGREEMENT made this 29th day of May, 1998, by and between AIM
Investment Portfolios, Inc. a Maryland Corporation (the "Company"), with
respect to the series of common stock set forth on Appendix A to this
Agreement, and any applicable classes thereof, (the "Portfolios"), 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 Company on behalf of the Portfolios hereby appoints the
Distributor as its exclusive agent for the sale of shares of the Portfolios
to the public directly and through investment dealers and financial
institutions in the United States and throughout the world.
SECOND: The Company shall not sell any shares of the Portfolios
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 Company may issue shares of the Portfolios 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; and
(B) the Company may issue shares of the Portfolios at their net
asset value in connection with certain classes of transactions or to certain
classes of persons, in accordance with Rule 22d-1 under the Investment
Company Act of 1940, as amended (the "1940 Act"), provided that any such
class is specified in the then current prospectus of the applicable Portfolio.
THIRD: The Distributor hereby accepts appointment as exclusive
agent for the sale of the shares of the Portfolios 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 Company on
behalf of a Portfolio shall, suspend its efforts to effectuate such sales at
any time when, in the opinion of the Distributor or of the
Company, no sales should be made because of market or other economic
considerations or abnormal circumstances of any kind; and
(B) the Company 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.
It is mutually understood and agreed that the Distributor does not undertake
to sell any specific amount of the shares of the Portfolios. The Company
shall have the right to specify minimum amounts for initial and subsequent
orders for the purchase of shares of any Portfolio.
FOURTH:
(A) The public offering price of Class A shares of a Portfolio
(the "offering price") shall be the net asset value per share of the
applicable Portfolio plus a sales charge, if any. Net asset value per share
shall be determined in accordance with the provisions of the then current
prospectus and statement of additional information of the applicable
Portfolio. The sales charge shall be established by the Distributor, may
reflect scheduled variations in, or the elimination of, sales charges on
sales of a Portfolio's Class A 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 Rule 22d-1 and as set forth in the then
current prospectus and statement of additional information of the applicable
Portfolio. The Distributor shall apply any scheduled variation in, or
elimination of, the selling commission uniformly to all offerees in the class
specified. 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 "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 Company and the Distributor or
Distributor's predecessor, GT Global, Inc. ("GT Global"), or (ii) issued by a
Portfolio during or after the term of this Agreement or any predecessor
Agreement between the Company and the Distributor or GT Global in one or a
series of free exchanges of Shares for shares of the same class of another
portfolio, which can be traced to Shares or shares of the same class of
another portfolio initially issued by a Portfolio or such other portfolio
during the term of this Agreement, any predecessor Agreement or any other
distribution agreement with the Distributor or GT Global with respect to such
other portfolio (the "Distributor's Earned CDSC"). The Company shall pay or
cause the Company'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.
(B) The Company shall allow directly to investment dealers and
other financial institutions through whom Class A shares of the Portfolios
are sold such portion of the sales charge 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 commissions so payable and the
total sales charges included in the offering price shall be paid to the
Distributor.
(C) No provision of this Agreement shall be deemed to prohibit
any payments by a Portfolio to the Distributor or by a Portfolio or 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 Company on behalf of a Portfolio pursuant to Rule 12b-1 under
the 1940 Act.
FIFTH: The Distributor shall act as agent of the Company on behalf
of the Portfolios in connection with the sale and repurchase of shares of the
Portfolios. Except with respect to such sales and repurchases, the
Distributor shall act as principal in all matters relating to the promotion
of the sale of shares of the Portfolios and shall enter into all of its own
engagements, agreements and contracts as
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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 shares of the Portfolios 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 and financial institution shall act as a principal, and not
as an agent, of the Company on behalf of the Portfolios.
SIXTH: The Portfolios shall bear:
(A) the expenses of qualification of shares of the Portfolios
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 Company 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 Portfolios' prospectuses and statements
of additional inforrnation (including supplements thereto) relating to public
offerings made by the Distributor pursuant to this Agreement (which shall not
include those prospectuses and statements of additional information, and
supplements thereto, to be distributed to shareholders of the Portfolios),
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) The Distributor may be reimbursed for all or a portion of
such expenses, or may receive reasonable compensation for distribution
related services, to the extent permitted by a distribution plan adopted by
the Company on behalf of a Portfolio pursuant to Rule 12b-1 under the 1940
Act.
EIGHTH: The Distributor will accept orders for the purchase of
shares of the Portfolios 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. It
is mutually understood and agreed that the Company may reject purchase orders
where, in the judgment of the Company, such rejection is in the best interest
of the Company.
NINTH: The Company, on behalf of the Portfolios, and the
Distributor shall each comply with all applicable provisions of the 1940 Act,
the Securities Act of 1933 and all other federal and state laws, rules and
regulations governing the issuance and sale of shares of the Portfolios.
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 Company on behalf of the Portfolios agrees to
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 a Portfolio, 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 Company or a Portfolio in
connection therewith by or on
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behalf of the Distributor. The Distributor agrees to indemnify the Company
and the Portfolios against any and all claims, demands, liabilities and
expenses which the Company or a Portfolio 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 Company or a Portfolio in its prospectus or in
this Agreement.
(B) The Distributor agrees to indemnify the Company and the
Portfolios against any and all claims, demands, liabilities and expenses
which the Company or the Portfolios 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 a Portfolio, 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 Company or a Portfolio 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 Portfolios' transfer
agent(s), or for any failure of any such transfer agent to perform its duties.
ELEVENTH: Nothing herein contained shall require the Company to
take any action contrary to any provision of its Articles of Incorporation,
or to any applicable statute or regulation.
TWELFTH: This Agreement shall become effective with respect to
each Portfolio as of the date hereof, shall continue in force and effect
until two years from the date hereof, and shall continue in force and effect
from year to year thereafter, provided, that such continuance is specifically
approved with respect to such Portfolio at least annually (a)(i) by the Board
of Directors of the Company or (ii) by the vote of a majority of the
outstanding voting securities (as defined in Section 2(a)(42) of the 1940
Act), and (b) by vote of a majority of the Company's Directors 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 any
Portfolio at any time, without the payment of any penalty, by vote of the
Board of Directors of the Company or by vote of a majority of the outstanding
voting securities of the applicable Portfolio, or by the Distributor, on
sixty (60) days' written notice to the other party.
(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, it is agreed that the addresses of
both the Company and the Distributor shall be 00 Xxxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000.
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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.
AIM INVESTMENT PORTFOLIOS, INC.
By:
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
Attest:
----------------------------------
Name: Xxxxxxx X. Silver
Title: Assistant Secretary
A I M DISTRIBUTORS, INC.
By:
--------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
Attest:
----------------------------------
Name:
Title:
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APPENDIX A
TO
DISTRIBUTION AGREEMENT
OF
AIM INVESTMENT PORTFOLIOS, INC.
CLASS A SHARES
AIM Dollar Fund
7
