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EXHIBIT (2)(k)(3)
MASTER DISTRIBUTION PLAN
OF
AIM FLOATING RATE FUND
(CLASS B SHARES)
(SECURITIZATION FEATURE)
SECTION 1. AIM Floating Rate Fund (the "Fund"), a Delaware business trust,
on behalf of the series of its shares of beneficial interest set forth in
Schedule A to this plan (the "Portfolios"), may pay for distribution of the
Class B Shares of such Portfolios (the "Shares") which the Fund issues from time
to time, pursuant to the conditions of an order of the U.S. Securities and
Exchange Commission, Investment Company Act Release Number 812-11754, dated
November 22, 1999, and according to the terms of this Distribution Plan (the
"Plan").
SECTION 2. The Fund may incur expenses for and pay any institution selected
to act as the Fund's agent for distribution of the Shares of any Portfolio from
time to time (each, a "Distributor") at the rates set forth on Schedule A hereto
based on the average daily net assets of each class of Shares subject to any
applicable limitations imposed by the Conduct Rules of the National Association
of Securities Dealers, Inc. and NASD Regulation, Inc. in effect from time to
time (the "Conduct Rules"). All such payments are the legal obligation of the
Fund and not of any Distributor or its designee.
SECTION 3.
(a) Amounts set forth in Section 2 may be used to finance any activity
which is primarily intended to result in the sale of the Shares, including,
but not limited to, expenses of organizing and conducting sales seminars
and running advertising programs, payment of finders fees, printing of
prospectuses and statements of additional information (and supplements
thereto) and reports for other than existing shareholders, preparation and
distribution of advertising material and sales literature, payment of
overhead and supplemental payments to dealers and other institutions as
asset-based sales charges, and maintaining Fund information on the
Internet. Amounts set forth in Section 2 may also be used to finance
payments of service fees under a shareholder service arrangement, which may
be established by each Distributor in accordance with Section 4, the costs
of administering the Plan. To the extent that amounts paid hereunder are
not used specifically to reimburse the Distributor for any such expense,
such amounts may be treated as compensation for the Distributor's
distribution-related services. That portion of the amounts paid under the
Plan that is not paid or advanced by the Distributor to dealers or other
institutions that provide personal continuing shareholder service as a
service fee pursuant to Section 4 shall be deemed an asset-based sales
charge. No provision of this Plan shall be interpreted to prohibit any
payments by the Fund during periods when the Fund has suspended or
otherwise limited sales.
(b) Subject to the provisions of Sections 8 and 9 hereof, amounts
payable pursuant to Section 2 in respect of Shares of each Portfolio shall
be paid by the Fund to the Distributor in respect of such Shares or, if
more than one institution has acted or is acting as Distributor in respect
of such Shares, then amounts payable pursuant to Section 2 in respect of
such Shares shall be paid to each such Distributor in proportion to the
number of such Shares sold by or attributable to such Distributor's
distribution efforts in respect of such Shares in accordance with
allocation provisions of each Distributor's distribution agreement (the
"Distributor's 12b-1 Share") notwithstanding that such Distributor's
distribution agreement with the Fund may have been terminated. That portion
of the amounts paid under the Plan that is not paid or advanced by the
Distributor to dealers or other institutions that provide personal
continuing shareholder service as a service fee pursuant to Section 4 shall
be deemed an asset-based sales charge.
(c) Any Distributor may assign, transfer or pledge ("Transfer") to one
or more designees (each an "Assignee"), its rights to all or a designated
portion of its Distributor's 12b-1 Share from time to
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time (but not such Distributor's duties and obligations pursuant hereto or
pursuant to any distribution agreement in effect from time to time, if any,
between such Distributor and the Fund), free and clear of any offsets or
claims the Fund may have against such Distributor. Each such Assignee's
ownership interest in a Transfer of a specific designated portion of a
Distributor's 12b-1 Share is hereafter referred to as an "Assignee's 12b-1
Portion." A Transfer pursuant to this Section 3(c) shall not reduce or
extinguish any claims of the Fund against the Distributor.
(d) Each Distributor shall promptly notify the Fund in writing of each
such Transfer by providing the Fund with the name and address of each such
Assignee.
(e) A Distributor may direct the Fund to pay an Assignee's 12b-1
Portion directly to such Assignee. In such event, the Distributor shall
provide the Fund with a monthly calculation of the amount of (i) the
Distributor's 12b-1 Share, and (ii) each Assignee's 12b-1 Portion, if any,
for such month (the "Monthly Calculation"). In such event, the Fund shall,
upon receipt of such notice and Monthly Calculation from the Distributor,
make all payments required under such distribution agreement directly to
the Assignee in accordance with the information provided in such notice and
Monthly Calculation upon the same terms and conditions as if such payments
were to be paid to the Distributor.
(f) Alternatively, in connection with a Transfer, a Distributor may
direct the Fund to pay all of such Distributor's 12b-1 Share 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 between the Assignee's 12b-1 Portion and the
balance of the Distributor's 12b-1 Share (such balance, when distributed to
the Distributor by the depository or collection agent, the "Distributor's
12b-1 Portion"), in which case only the Distributor's 12b-1 Portion may be
subject to offsets or claims the Fund may have against such Distributor.
SECTION 4.
(a) Amounts expended by the Fund under the Plan shall be used in part
for the implementation by the Distributor of shareholder service
arrangements with respect to the Shares. The maximum service fee payable to
any provider of such shareholder service shall be twenty-five
one-hundredths of one percent (0.25%) per annum of the average daily net
assets of the Shares attributable to the customers of such service
provider. All such payments are the legal obligation of the Fund and not of
any Distributor or its designee.
(b) Pursuant to this Plan, the Distributor may enter into agreements
substantially in the form attached hereto as Exhibit A ("Service
Agreements") with such broker-dealers ("Dealers") as may be selected from
time to time by the Distributor for the provision of continuing shareholder
services in connection with Shares held by such Dealers' clients and
customers ("Customers") who may from time to time directly or beneficially
own Shares. The personal continuing shareholder services to be rendered by
Dealers under the Service Agreements may include, but shall not be limited
to, some or all of the following: (i) distributing sales literature; (ii)
answering routine Customer inquiries concerning the Fund and the Shares;
(iii) assisting Customers in changing dividend options, account
designations and addresses, and enrolling in any of several retirement
plans offered in connection with the purchase of Shares; (iv) assisting in
the establishment and maintenance of Customer accounts and records, and in
the processing of purchase and redemption transactions; (v) investing
dividends and capital gains distributions automatically in Shares; (vi)
performing sub-accounting; (vii) providing periodic statements showing a
Customer's shareholder account balance and the integration of such
statements with those of other transactions and balances in the Customer's
account serviced by such institution; (viii) forwarding applicable
prospectuses, proxy statements, and reports and notices to Customers who
hold Shares; and (ix) providing such other information and administrative
services as the Fund or the Customer may reasonably request.
(c) The Distributor may also enter into Bank Shareholder Service
Agreements substantially in the form attached hereto as Exhibit B ("Bank
Agreements") with selected banks and financial
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institutions acting in an agency capacity for their customers ("Banks").
Banks acting in such capacity will provide some or all of the shareholder
services to their customers as set forth in the Bank Agreements from time
to time.
(d) The Distributor may also enter into Agency Pricing Agreements
substantially in the form attached hereto as Exhibit C ("Pricing
Agreements") with selected retirement plan service providers acting in an
agency capacity for their customers ("Retirement Plan Providers").
Retirement Plan Providers acting in such capacity will provide some or all
of the shareholder services to their customers as set forth in the Pricing
Agreements from time to time.
(e) The Distributor may also enter into Shareholder Service Agreements
substantially in the form attached hereto as Exhibit D ("Bank Trust
Department Agreements and Brokers for Bank Trust Department Agreements")
with selected bank trust departments and brokers for bank trust
departments. Such bank trust departments and brokers for bank trust
departments will provide some or all of the shareholder services to their
customers as set forth in the Bank Trust Department Agreements and Brokers
for Bank Trust Department Agreements from time to time.
SECTION 5. This Plan, any amendment to this Plan and any agreements related
to this Plan, shall not take effect with respect to any Shares of any Portfolio
until (i) it has been approved, together with any related agreements, by votes
of the majority of both (a) the Board of Trustees of the Fund, and (b) those
trustees of the Fund who are not "interested persons" of the Fund (as defined in
the Investment Company Act of 1940 (the "1940 Act")) and have no direct or
indirect financial interest in the operation of this Plan or any agreements
related to it (the "Dis-interested Trustees"), cast in person at a meeting
called for the purpose of voting on this Plan or such agreements, and (ii) the
execution by the Fund and A I M Distributors, Inc. of a Master Distribution
Agreement in respect of the Shares.
SECTION 6. Unless sooner terminated pursuant to Section 8, this Plan shall
continue in effect until June 30, 2000, and thereafter shall continue in effect
so long as such continuance is specifically approved, at least annually, in the
manner provided for approval of this Plan in Section 5.
SECTION 7. Each Distributor shall provide to the Fund's Board of Trustees
and the Board of Trustees shall review, at least quarterly, a written report of
the amounts expended for distribution of the Shares and the purposes for which
such expenditures were made.
SECTION 8. This Plan may be terminated with respect to the Shares of any
Portfolio at any time by vote of a majority of the Dis-interested Trustees, or
by vote of a majority of outstanding Shares of such Portfolio. Upon termination
of this Plan with respect to any or all such classes, the obligation of the Fund
to make payments pursuant to this Plan with respect to such classes shall
terminate, and the Fund shall not be required to make payments hereunder beyond
such termination date with respect to expenses incurred in connection with
Shares sold prior to such termination date, provided, in each case that each of
the requirements of a Complete Termination of this Plan in respect of such
class, as defined below, are met. A termination of this Plan with respect to any
or all Shares of any or all Portfolios shall not affect the obligation of the
Fund to withhold and pay to any Distributor early withdrawal charges to which
such distributor is entitled pursuant to any distribution agreement. For
purposes of this Section 8 a "Complete Termination" of this Plan in respect of
any Portfolio shall mean a termination of this Plan in respect of such
Portfolio, provided that: (i) the Dis-interested Trustees of the Fund shall have
acted in good faith and shall have determined that such termination is in the
best interest of the Fund and the shareholders of such Portfolio; (ii) the Fund
does not alter the terms of the early withdrawal charges applicable to Shares
outstanding at the time of such termination; and (iii) unless the applicable
Distributor at the time of such termination was in material breach under the
distribution agreement in respect of such Portfolio, the Fund shall not, in
respect of such Portfolio, pay to any person or entity, other than such
Distributor or its designee, either the asset-based sales charge or the service
fee (or any similar fee) in respect of the Shares sold by such Distributor prior
to such termination.
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SECTION 9. Any agreement related to this Plan shall be made in writing, and
shall provide:
(a) that such agreement may be terminated with respect to the Shares
of any or all Portfolios at any time, without payment of any penalty, by
vote of a majority of the Dis-interested Trustees or by a vote of the
majority of the outstanding Shares of such Portfolio, on not more than
sixty (60) days' written notice to any other party to the agreement; and
(b) that such agreement shall terminate automatically in the event of
its assignment; provided, however, that, subject to the provisions of
Section 8 hereof, if such agreement is terminated for any reason, the
obligation of the Fund to make payments of (i) the Distributor's 12b-1
Share in accordance with the directions of the Distributor pursuant to
Section 3(e) or (f) hereof if there exist Assignees for all or any portion
of such Distributor's 12b-1 Share, and (ii) the remainder of such
Distributor's 12b-1 Share to such Distributor if there are no Assignees for
such Distributor's 12b-1 Share, pursuant to such agreement and this Plan
will continue with respect to the Shares until such Shares are redeemed or
automatically converted into another class of shares of the Fund.
SECTION 10. This Plan may not be amended with respect to the Shares of any
Portfolio to increase materially the amount of distribution expenses provided
for in Section 2 hereof unless such amendment is approved by a vote of at least
a "majority of the outstanding voting securities" (as defined in the 1940 Act)
of the Shares of such Portfolio, and no material amendment to the Plan with
respect to the Shares of any Portfolio shall be made unless approved in the
manner provided for in Section 5 hereof.
SECTION 11. Notice is hereby given that, as provided by applicable law, the
obligations contemplated by this Plan are not binding upon any of the
shareholders of the Fund, but are binding only upon the assets and property of
the Fund 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.
AIM FLOATING RATE FUND
(on behalf of its Class B Shares)
<TABLE>
<S> <C>
Attest: By:
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Assistant Secretary President
</TABLE>
Effective as of [date]
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SCHEDULE A
TO
MASTER DISTRIBUTION PLAN
OF
AIM FLOATING RATE FUND
(CLASS B SHARES)
(DISTRIBUTION FEE)
<TABLE>
<CAPTION>
MINIMUM MAXIMUM MAXIMUM
ASSET-BASED SERVICE AGGREGATE
FUND SALES CHARGE FEE ANNUAL FEE
---- ------------ ------- ----------
<S> <C> <C> <C>
AIM Floating Rate Fund...................................... 0.00% 0.25% 0.25%
</TABLE>
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