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EXHIBIT m(5)
MASTER DISTRIBUTION PLAN
OF
AIM ADVISOR FUNDS
(CLASS B SHARES)
(SECURITIZATION FEATURE)
SECTION 1. AIM Advisor Funds (the "Fund"), on behalf of the series 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 Rule 12b-1 under the
Investment Company Act of 1940 (the "1940 Act"), 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. 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. 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. 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
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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 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.
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(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 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 Shareholder
Service Agreements substantially in the form attached hereto
as Exhibit C ("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
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 shall not take effect 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 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 __________, 1999 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.
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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 contingent deferred sales
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) and
the Fund does not alter the terms of the contingent deferred sales 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.
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 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
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.
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SECTION 10. 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 by a vote of at least a "majority of the outstanding
voting securities" (as defined in the 1940 Act) of the Shares, and no material
amendment to the Plan shall be made unless approved in the manner provided for
in Section 5 hereof.
AIM ADVISOR FUNDS
(on behalf of its Class B Shares)
Attest: By:
--------------------------- --------------------------------
Assistant Secretary President
Effective as of ____________, 1998.
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SCHEDULE A
TO
MASTER DISTRIBUTION PLAN
OF
AIM ADVISOR FUNDS
(DISTRIBUTION FEE)
<TABLE>
<CAPTION>
MAXIMUM
ASSET-BASED SERVICE AGGREGATE
FUND SALES CHARGE FEE ANNUAL FEE
---- ------------ ------- ----------
<S> <C> <C> <C>
AIM Advisor Flex Fund 0.75% 0.25% 1.00%
(Class B Shares)
AIM Advisor International Value Fund 0.75% 0.25% 1.00%
(Class B Shares)
AIM Advisor Real Estate Fund 0.75% 0.25% 1.00%
(Class B Shares)
</TABLE>
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