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EXHIBIT 15(b)
PLAN AND AGREEMENT OF DISTRIBUTION PURSUANT TO RULE 12b-1
PLAN AND AGREEMENT by and between AIM Advisor Funds, Inc., a Maryland
corporation (hereinafter called the "Company") and A I M Distributors, Inc., a
Delaware corporation ("AIM Distributors").
WHEREAS, the Company engages in business as an open-end management
investment company and is registered as such under the Act; and
WHEREAS, the Company desires to finance the distribution of the shares
of each of its Series (the AIM Advisor Large Cap Value Fund, the AIM Advisor
Income Fund, the AIM Advisor Flex Fund, the AIM Advisor MultiFlex Fund, the AIM
Advisor Real Estate Fund, the AIM Advisor International Value Fund, and AIM
Advisor Cash Management Fund; collectively, the "Funds") in accordance with
this Plan and Agreement of Distribution pursuant to Rule 12b-1 under the Act
(the "Plan and Agreement"); and
WHEREAS, AIM Distributors desires to be retained to perform services
in accordance with such Plan and Agreement and on said terms and conditions;
and
WHEREAS, this Plan and Agreement has been approved by a vote of the
board of directors of the Company, including a majority of the Disinterested
Directors, cast in person at a meeting called for the purpose of voting on this
Plan and Agreement;
NOW, THEREFORE, the Company hereby adopts the Plan set forth herein
and the Company and AIM Distributors hereby enter into this Agreement pursuant
to the Plan in accordance with the requirements of Rule 12b-1 under the Act,
and provide and agree as follows:
1. The Plan is defined as those provisions of this document by
which the Company adopts a Plan pursuant to Rule 12b-1 under the Act and
authorizes payments as described herein. The Agreement is defined as those
provisions of this document by which the Company retains AIM Distributors to
provide distribution services beyond those required by the general Distribution
Agreement between the parties, as are described herein. The Company may retain
the Plan notwithstanding termination of the Agreement. Termination of the Plan
with respect to one or more Funds or classes will automatically terminate the
Agreement with respect to those Funds or classes. Each Fund is hereby
authorized to utilize the assets of its classes to finance certain activities
in connection with distribution of shares of the respective classes.
2. Subject to the supervision of the board of directors, the
Company hereby retains AIM Distributors to promote the distribution of the
shares of each of the classes of the Funds by providing services and engaging
in activities beyond those specifically required by the Distribution Agreement
between the Company and AIM Distributors and to provide related services. The
activities and services to be provided by AIM Distributors hereunder shall
include one or more of the following: (a) the payment of compensation
(including trail commissions and incentive compensation) to investment
advisers, securities dealers, financial institutions and other organizations
which render account maintenance or distribution services or marketing
assistance in connection with the distribution of the shares of each of the
Funds; (b) the payment of a service, support or similar fee to investment
advisers, securities dealers, financial institutions and other organizations
which render ongoing account maintenance services in connection with the
distribution of the shares of each of the Funds; (c) the printing and
distribution of statements of
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additional information, and prospectuses for the use of potential investors in
each Fund; (d) preparing, printing and distributing sales literature; (e) the
providing of advertising and engaging in other promotional activities,
including direct mail solicitation, television, radio, newspaper and other
mediums of advertisement; (f) the costs associated with conducting educational
conferences and promotional meetings with representatives of investment
advisers, securities dealers, financial institutions and other organizations at
which marketing of the Fund is discussed; and (g) such other services and
activities as may from time to time be agreed upon by the board of directors of
the Company. With respect to paragraphs 2(d), 2(e), and 2(f) above, AIM
Distributors shall be entitled to use Plan and Agreement payments to offset its
overhead expenses which involve the costs of AIM Distributors' personnel whose
primary responsibilities involve marketing of the Funds.
3. AIM Distributors hereby undertakes to use its best efforts to
promote sales of shares of each of the Funds to investors by engaging in those
activities specified in paragraph (2) above as may be necessary and as it from
time to time believes will best further sales of such shares.
4a. With respect to its Class A shares, each Fund, except the
Income Portfolio, shall pay AIM Distributors out of its assets attributable to
Class A shares, on a monthly basis, an amount computed at an annual rate of .35
of 1% of the average daily net assets of Class A shares of the Fund during the
month, all of which amount must, in the discretion of AIM Distributors, either
be used by AIM Distributors to provide the Fund with the marketing activities
and distribution services specified in paragraph (2) above, or returned to the
Fund. The Income Portfolio shall pay AIM Distributors out of its assets
attributable to Class A shares, on a monthly basis, an amount computed at a
rate of .25 of 1% of the average daily net assets of Class A shares of the Fund
during the month. Of such amount, up to .25 of 1% of the average annual daily
net assets of Class A shares may, in the discretion of AIM Distributors, be
used by AIM Distributors to pay the service, support, or similar fees specified
in paragraph 2(b) above. No payments will be made by a Fund after the date of
termination of the Plan and Agreement with respect to Class A shares.
4b. With respect to its Class C shares, each Fund, except the AIM
Advisor Income Portfolio, shall pay AIM Distributors out of its assets
attributable to Class C shares, on a monthly basis, an amount computed at an
annual rate of .75 of 1% of the average daily net assets of Class C shares of
the Fund during the month, all of which amount must, in the discretion of AIM
Distributors, either be used by AIM Distributors to provide the Funds with the
marketing activities and distribution services specified in paragraph (2)
above, including using such payments to offset advanced commission payments
that have been paid to broker-dealers for sale of Class C shares of the Fund,
or returned to the Fund. With respect to its Class C shares, the AIM Advisor
Income Portfolio shall pay AIM Distributors out of its assets attributable to
Class C shares, on a monthly basis, an amount computed at an annual rate of .35
of 1% of the average daily net assets of the Class C shares of the Fund during
the month, all of which amount must, in the discretion of AIM Distributors,
either be used by AIM Distributors to provide the Fund with the marketing
activities and distribution services specified in paragraph (2) above,
including using such payments to offset advanced commission payments that have
been paid to broker-dealers for sale of Class C shares of the Fund, or returned
to the Fund. In addition, each Fund shall pay AIM Distributors out of its
assets, on a monthly basis, an amount computed at an annual rate of .25 of 1%
of the average daily net assets of the Fund during the month, all of which
amount must, in the discretion of AIM Distributors, either be used by AIM
Distributors to pay the service, support, or similar fee specified
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in paragraph 2(b) above, or returned to the Fund. No payments will be made by
a Fund hereunder after the date of termination of the Plan and Agreement with
respect to Class C shares.
5. To the extent that expenditures made by AIM Distributors out
of its own resources to finance any activity primarily intended to result in
the sale of shares of a Fund, pursuant to this Plan and Agreement or otherwise,
may be deemed to constitute the indirect use of Fund assets, such indirect use
of Fund assets is hereby authorized in addition to any other payments
authorized under this Plan and Agreement.
6. AIM Distributors shall provide to the board of directors of
the Company at least quarterly a written report of all moneys spent by it
pursuant to the Plan and Agreement with respect to each class, and the
activities and services specified in paragraph 2(b) above for which such moneys
were spent. Upon request, but no less frequently than annually, AIM
Distributors shall provide to the board of directors of the Company such
information as may reasonably be required for it to review the continuing
appropriateness of the Plan and Agreement.
7. This Plan and Agreement having been approved by a vote of a
majority of the outstanding voting securities of each class of the Fund as
defined in the Act, shall each become effective as of the date so written
above, and shall each continue in effect for a period of one year from the date
of such approval unless terminated as provided below. Thereafter, the Plan and
Agreement shall continue in effect from year to year with respect to each
class, provided that the continuance of each is approved at least annually by a
vote of the board of directors of the Company, including a majority of the
Disinterested Directors, cast in person at a meeting called for the purpose of
voting on such continuance. The Plan may be terminated at any time as to any
Fund or any class, without penalty, by the vote of a majority of the
Disinterested Directors or by the vote of a majority of the outstanding voting
securities of the Fund and/or class, as applicable and as required by
applicable law, regulation and regulatory policy. AIM Distributors, or the
Company, by vote of a majority of the Disinterested Directors or of the holders
of a majority of the outstanding voting securities of any Fund or class as
applicable and as required by applicable law, regulation or regulatory policy,
may terminate the Agreement under this Plan as to such Fund or class, without
penalty, upon 30 days' written notice to the other party. In the event that
neither AIM Distributors nor any affiliate of AIM Distributors serves the
Company as investment adviser, the Agreement with AIM Distributors pursuant to
this Plan shall terminate at such time. The board of directors may determine
to approve a continuance of the Plan, without a continuance of the Agreement,
hereunder.
8. So long as the Plan remains in effect, the selection and
nomination of persons to serve as directors of the Company who are not
"interested persons" of the Company shall be committed to the discretion of the
directors then in office who are not "interested persons" of the Company.
However, nothing contained herein shall prevent the participation of other
persons in the selection and nomination process; provided that a final decision
on any such selection or nomination is within the discretion of, and approved
by, a majority of the directors of the Company then in office who are not
"interested persons" of the Company.
9. This Plan may not be amended to increase materially the amount
to be spent by any class hereunder without approval of shareholders of such
class. All material amendments to the Plan and to the Agreement must be
approved by the vote of the board of directors of the Company, including a
majority of the Disinterested Directors, cast in person at a meeting called for
the purpose of voting on such amendment.
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10. To the extent that this Plan and Agreement constitutes a Plan
of Distribution adopted pursuant to Rule 12b-1 under the Act, it shall remain
in effect as such, so as to authorize the use by each Fund of the assets of its
classes in the amounts and for the purposes set forth herein, notwithstanding
the occurrence of an "assignment," as defined by the Act and the rules
thereunder. To the extent it constitutes an Agreement with AIM Distributors
pursuant to a Plan it shall terminate automatically in the event of such
"assignment." Upon a termination of the Agreement with AIM Distributors with
respect to the Funds, a Fund or a class, the Fund(s) may continue to make
payments pursuant to the Plan with respect to such Fund(s) or class only upon
the approval of a new Agreement with respect to such Fund(s) or class under
this Plan and Agreement, which may or may not be with AIM Distributors, or the
adoption of other arrangements regarding the use of the amounts authorized to
be paid by such Fund(s) or class hereunder, by the Company's board of directors
in accordance with the procedures set forth in paragraph 7 above.
11. The Company shall preserve copies of this Plan and Agreement,
together with minutes of all board of directors' meetings at which the
adoption, amendment or continuance of the Plan were considered (describing the
factors considered and the basis for decision), for a period of not less than
six years from the date of this Plan and Agreement, or of any such reports or
minutes, as the case may be, the first two years in an easily accessible place.
12. This Plan and Agreement shall be construed in accordance with
the laws of the State of Texas and applicable provisions of the Act. To the
extent the applicable law of the State of Texas, or any provisions herein,
conflict with the applicable provisions of the Act, the latter shall control.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Plan and Agreement as of this __________ ___ day of
____________________________, 1997.
AIM ADVISOR FUNDS, INC.
ATTEST: By:
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Assistant Secretary President
A I M DISTRIBUTORS, INC.
ATTEST: By:
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Assistant Secretary President
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