AIM FLOATING RATE FUND
N-2, EX-99.2K.5, 2000-03-29
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                                                               Exhibit (2)(k)(5)

                             MULTIPLE CLASS PLAN OF
                             AIM FLOATING RATE FUND

1.       This Multiple Class Plan ("Plan") adopted in compliance with the
         provisions of Rule 18f-3 under the Act, as if Rule 18f-3 applied to
         closed-end investment companies, shall govern the terms and conditions
         under which the Trust may issue separate Classes of Shares representing
         interests in one or more Portfolios of the Trust.

2.       Definitions. As used herein, the terms set forth below shall have the
         meanings ascribed to them below.

         a.       Act - Investment Company Act of 1940, as amended.
         b.       Class - a class of Shares of the Trust representing an
                  interest in a Portfolio.
         c.       Class B Shares - shall mean those Shares designated as Class B
                  Shares in the Trust's organizing documents.
         d.       Class C Shares - shall mean those Shares designated as Class C
                  Shares in the Trust's organizing documents.
         e.       Distribution Expenses - expenses incurred in activities which
                  are primarily intended to result in the distribution and sale
                  of Shares as defined in a Plan of Distribution and/or
                  agreements relating thereto.
         f.       Distribution Fee - a fee paid by the Trust to the Distributor
                  to compensate the Distributor for Distribution Expenses.
         g.       Distributor - A I M Distributors, Inc.
         h.       EWC - early withdrawal charge.
         i.       EWC Period - the period of years following acquisition of
                  Shares during which such Shares may be assessed an EWC upon
                  redemption.
         j.       Plan of Distribution - any plan with respect to payment of a
                  Distribution Fee, provided that such plan complies with the
                  requirement of Rule 12b-1 under the Act, as if Rule 12b-1
                  applied to closed-end investment companies.
         k.       Portfolio - a series of the Shares of the Trust constituting a
                  separate investment portfolio of the Trust.
         l.       Service Fee - a fee paid to financial intermediaries for the
                  ongoing provision of personal services to Trust shareholders
                  and/or the maintenance of shareholder accounts.
         m.       Share - a share of beneficial interest in the Trust.
         n.       Trust - AIM Floating Rate Fund, a Delaware business trust.
         o.       Trustees - the trustees of the Trust.

3.       Allocation of Income and Expenses.

         a.       Distribution Fees and Service Fees - Each Class shall bear
                  directly any and all Distribution Fees and/or Service Fees
                  payable by such Class pursuant to a Plan of Distribution
                  adopted by the Trust with respect to such Class.
         b.       Allocation of Other Expenses - Each Class shall bear
                  proportionately all other expenses incurred by the Trust based
                  on the relative net assets attributable to each such Class.



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         c.       Allocation of Income, Gains, and Losses - Except to the extent
                  provided in the following sentence, each Portfolio will
                  allocate income and realized and unrealized capital gains and
                  losses to a Class based on the relative net assets of each
                  Class. Notwithstanding the foregoing, each Portfolio that
                  declares dividends on a daily basis will allocate income on
                  the basis of settled shares.
         d.       Waiver and Reimbursement of Expenses - A Portfolio's adviser,
                  underwriter, or any other provider of services to the
                  Portfolio may waive or reimburse the expenses of a particular
                  Class or Classes.

4.       Distribution and Servicing Arrangements. The distribution and servicing
         arrangements identified below will apply for the following Classes
         offered by the Trust with respect to a Portfolio. The provisions of the
         Trust's prospectus describing the distribution and servicing
         arrangements in detail are incorporated herein by this reference.

         a.       Class B Shares. Class B Shares shall be (i) offered at net
                  asset value, (ii) subject to an EWC for the EWC Period set
                  forth in Section 5(a), and (iii) subject to ongoing Service
                  Fees and Distribution Fees approved from time to time by the
                  Trustees and set forth in the Fund's prospectus.
         b.       Class C Shares. Class C Shares shall be (i) offered at net
                  asset value, (ii) subject to an EWC for the EWC Period set
                  forth in Section 5(b), and (iii) subject to ongoing service
                  Fees and Distribution Fees approved from time to time by the
                  Trustees and set forth in the Trust's prospectus.

5.       EWC. An EWC shall be imposed upon redemptions of Class B Shares and
         Class C Shares as follows:

         a.       Class B Shares. The EWC Period for the Class B Shares shall be
                  four years. The EWC Rate for the Class B Shares shall be as
                  set forth in the Trust's prospectus, the relevant portions of
                  which are incorporated herein by this reference.
         b.       Class C Shares. The EWC Period for the Class C Shares shall be
                  one year. The EWC Rate for the Class C Shares shall be as set
                  forth in the Trust's prospectus, the relevant portions of
                  which are incorporated herein by reference.
         c.       Method of Calculation. The EWC shall be assessed on an amount
                  equal to the lesser of the then current market value or the
                  cost of the Shares being redeemed. No EWC shall be imposed on
                  increases in the net asset value of the Shares being redeemed
                  above the initial purchase price. No EWC shall be assessed on
                  Shares derived from reinvestment of dividends or capital gains
                  distributions. The order in which Shares are to be redeemed
                  when not all of such Shares would be subject to an EWC shall
                  be determined by the Distributor in accordance with the
                  provisions of Rule 6c-10 under the Act, as if Rule 6c-10
                  applied to closed-end investment companies.
         d.       Waiver. The Distributor may in its discretion waive an EWC
                  otherwise due upon the redemption of Shares and disclosed in
                  the Trust's prospectus or statement of additional information
                  and as allowed under Rule 6c-10 under the Act, as if Rule
                  6c-10 applied to closed-end investment companies.



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6.       Exchange Privileges. Exchanges of Shares shall be permitted as follows:

         a.       Class B Shares may be exchanged for Class B Shares of such
                  other mutual funds as are disclosed in the Trust's prospectus,
                  subject to such terms and limitations as disclosed in the
                  Trust's prospectus and statement of additional information as
                  they may be amended from time to time, the relevant portions
                  of which are incorporated herein by this reference.
         b.       Class C Shares may be exchanged for Class C Shares of such
                  other mutual funds as are disclosed in the Trust's prospectus,
                  subject to such terms and limitations as disclosed in the
                  Trust's prospectus and statement of additional information as
                  they may be amended from time to time, the relevant portions
                  of which are incorporated herein by this reference.
         c.       Depending upon the Portfolio from which and into which an
                  exchange is being made and when the shares were purchased,
                  shares being acquired in an exchange may be acquired at their
                  offering price, at their net asset value or by paying the
                  difference in sales charges, as disclosed in the Trust's
                  prospectus and statement of additional information as they may
                  be amended from time to time, the relevant portions of which
                  are incorporated herein by this reference.
         d.       The EWC payable upon redemption of Class B Shares and Class C
                  Shares subject to an EWC shall be computed in the manner
                  described in the Trust's prospectus.

7.       Service Fees and Distribution Fees. The Service Fee and Distribution
         Fee applicable to any Class shall be those set forth in the Trust's
         prospectus, relevant portions of which are incorporated herein by this
         reference. All other terms and conditions with respect to Service Fees
         and Distribution Fees shall be governed by the Plan of Distribution
         adopted by the Trust with respect to such fees and Rule 12b-1 under the
         Act, as if Rule 12b-1 applied to closed-end investment companies.

8.       Effective Date. This Plan shall not take effect until a majority of the
         Trustees of the Trust, including a majority of the Trustees who are not
         interested persons of the Trust, shall find that the Plan, as proposed
         and including the expense allocations, is in the best interests of each
         Class individually and the Trust as a whole.

9.       Amendment. This Plan may not be amended to materially change the
         provisions of this Plan unless such amendment is approved in the manner
         specified in Section 8 above.

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