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EXHIBIT m(2)
FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
OF
AIM SPECIAL OPPORTUNITIES FUNDS
(CLASS A SHARES AND CLASS C SHARES)
SECTION 1. AIM Special Opportunities Funds, a Delaware business trust (the
"Fund"), on behalf of the series of the Shares of beneficial interest set forth
in Appendix A attached hereto (the "Portfolios") may act as a distributor of the
Class A Shares and Class C Shares of such Portfolios (the "Shares") of which the
Fund is the issuer, pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), according to the terms of this Distribution
Plan (the "Plan").
SECTION 2. The Fund may incur pursuant to the terms of this Master
Distribution Plan, expenses at the rates set forth in Appendix A per annum of
the average daily net assets of the Fund attributable to the Shares, subject to
any applicable limitations imposed from time to time by applicable rules of the
National Association of Securities Dealers, Inc. and NASD Regulation, Inc.
SECTION 3. Amounts set forth in Appendix A 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, advertising programs, 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, overhead, supplemental payments to dealers and
other institutions as asset-based sales charges. Amounts set forth in Appendix A
may also be used to finance payments of service fees under a shareholder service
arrangement to be established by A I M Distributors, Inc. ("Distributors") as
the Fund's distributor in accordance with Section 4, and the costs of
administering the Plan. To the extent that amounts paid hereunder are not used
specifically to reimburse Distributors for any such expense, such amounts may be
treated as compensation for Distributors' distribution-related services. All
amounts expended pursuant to the Plan shall be paid to Distributors and are the
legal obligation of the Fund and not of Distributors. That portion of the
amounts paid under the Plan that is not paid to, or paid or advanced by
Distributors to dealers or other institutions, for providing personal continuing
shareholder service as a service fee pursuant to Section 4 shall be deemed an
asset-based sales charge. The distribution agreement with any Distributor shall
provide that the portion of the amounts set forth in Appendix A that is an asset
based sales charge with respect to Class C Shares shall be deemed to be paid for
services rendered by the Distributor or any Dealers in placing the Class C
Shares, which services are fully performed upon the settlement of each sale of a
Class C Share (or share of another portfolio from which the Class C Share
derives). 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.
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SECTION 4.
(a) Amounts expended by the Fund under the Plan shall be used in part
for the implementation by Distributors of shareholder service arrangements
with respect to the Shares. The maximum service fee paid to any service
provider shall be twenty-five one-hundredths of one percent (0.25%) per
annum of the average daily net assets of the Fund attributable to the
Shares owned by the customers of such service provider.
(b) Pursuant to this program, Distributors 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 Distributors for the provision of distribution-related
personal shareholder services in connection with the sale of Shares to the
Dealers' clients and customers ("Customers") to Customers who may from time
to time directly or beneficially own Shares. The distribution-related
personal continuing shareholder services to be rendered by Dealers under
the Service Agreements may include, but shall not be limited to, 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 in enrolling into 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; and (vi) providing such other
information and services as the Fund or the Customer may reasonably
request.
(c) Distributors may also enter into Bank Shareholder Service
Agreements substantially in the form attached hereto as Exhibit B ("Bank
Agreements") with selected banks 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) Distributors may also enter into Variable Group Annuity
Contractholder Service Agreements substantially in the form attached hereto
as Exhibit C ("Variable Contract Agreements") with selected insurance
companies ("Companies") offering variable annuity contracts to employers as
funding vehicles for retirement plans qualified under Section 401(a) of the
Internal Revenue Code, where amounts contributed under such plans are
invested pursuant to such variable annuity contracts in Shares of the Fund.
The Companies receiving payments under such Variable Contract Agreements
will provide specialized services to contractholders and plan participants,
as set forth in the Variable Contract Agreements from time to time.
(e) Distributors may also enter into Agency Pricing Agreements
substantially in the form attached hereto as Exhibit D ("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.
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(f) Distributors may also enter into Shareholder Service Agreements
substantially in the form attached hereto as Exhibit E ("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.
(g) Distributors, as agent of the Portfolios may also enter into a
Shareholder Service Agreement substantially in the form attached hereto as
Exhibit F ("Agreement") with Distributors, acting as principal.
Distributors, acting as principal will provide some or all of the
shareholder services to Portfolio shareholders for which Distributors is
the broker of record, as set forth in such Agreement.
SECTION 5. Any amendment to this Plan that requires the approval of the
shareholders of a Class pursuant to Rule 12b-1 under the 1940 Act shall become
effective as to such Class upon the approval of such amendment by a "majority of
the outstanding voting securities" (as defined in the 1940 Act) of such Class,
provided that the Board of Trustees of the Fund has approved such amendment in
accordance with the provisions of Section 6 of this Plan.
SECTION 6. This Plan, any amendment to this Plan and any agreements related
to this Plan shall become effective with respect to any Class of any Portfolio
immediately upon the receipt by the Fund of both (a) the affirmative vote of a
majority of the Board of Trustees of the Fund, and (b) the affirmative vote of a
majority of those trustees of the Fund who are not "interested persons" of the
Fund (as defined in the 1940 Act) and have no direct or indirect financial
interest in the operation of this Plan or any agreements related to it (the
"Disinterested Trustees"), cast in person at a meeting called for the purpose of
voting on this Plan or such agreements. Notwithstanding the foregoing, no such
amendment that requires the approval of the shareholders of a Class of a
Portfolio shall become effective as to such Class until such amendment has been
approved by the shareholders of such Class in accordance with the provisions of
Section 5 of this Plan.
SECTION 7. Unless sooner terminated pursuant to Section 9, this Plan shall
continue in effect until June 30, 2001 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 6.
SECTION 8. Distributors 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 so expended and the purposes for which such expenditures were made.
SECTION 9. This Plan may be terminated with respect to the shares of a
Class of any Portfolio at any time by vote of a majority of the Disinterested
Trustees, or by a vote of a majority of outstanding shares of such Class 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 of such Classes sold prior to such
termination date.
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SECTION 10. 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
Class of any Portfolio at any time, without payment of any penalty, by vote of a
majority of the Disinterested Trustees or by a vote of the majority of the
outstanding shares of such Class 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.
SECTION 11. This Plan may not be amended to increase materially the amount
of distribution expenses provided for in Section 2 hereof unless such amendment
is approved in the manner provided in Section 5 hereof, and no material
amendment to the Plan shall be made unless approved in the manner provided for
in Section 6 hereof.
AIM SPECIAL OPPORTUNITIES FUNDS
(on behalf of its Class A Shares and
Class C Shares)
Attest: /s/ RENEE A. FRIEDLI By: /s/ ROBERT H. GRAHAM
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Assistant Secretary President
Effective Date: June 24, 1998, as amended December 7, 1998, and as further
amended September 27, 1999.
Amended and restated for all Portfolios as of July 1, 2000.
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APPENDIX A
TO
FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
OF
AIM SPECIAL OPPORTUNITIES FUNDS
(CLASS A SHARES AND CLASS C SHARES)
(DISTRIBUTION FEE)
The Fund shall pay the Distributor as full compensation for all services
rendered and all facilities furnished under the Distribution Plan for each
Portfolio (or Class thereof) as designated below, a Distribution Fee* determined
by applying the annual rate set forth below as to each Portfolio (or Class
thereof) to the average daily net assets of the Portfolio (or Class thereof) for
the plan year, computed in a manner used for the determination of the offering
price of shares of the Portfolio (or Class thereof).
<TABLE>
<CAPTION>
MINIMUM
ASSET
PORTFOLIO BASED MAXIMUM MAXIMUM
SALES SERVICE AGGREGATE
CLASS A SHARES CHARGE FEE FEE
-------------- ------- ------- ---------
<S> <C> <C> <C>
AIM Large Cap Opportunities Fund 0.10% 0.25% 0.35%
AIM Mid Cap Opportunities Fund 0.10% 0.25% 0.35%
AIM Small Cap Opportunities Fund 0.10% 0.25% 0.35%
</TABLE>
<TABLE>
<CAPTION>
MAXIMUM
ASSET
BASED MAXIMUM MAXIMUM
SALES SERVICE AGGREGATE
CLASS C SHARES CHARGE FEE FEE
-------------- ------- ------- ---------
<S> <C> <C> <C>
AIM Large Cap Opportunities Fund 0.75% 0.25% 1.00%
AIM Mid Cap Opportunities Fund 0.75% 0.25% 1.00%
AIM Small Cap Opportunities Fund 0.75% 0.25% 1.00%
</TABLE>
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* The Distribution Fee is payable apart from the sales charge, if any, as
stated in the current prospectus for the applicable Portfolio (or Class
thereof).
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