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EXHIBIT m(3)
MASTER DISTRIBUTION PLAN
OF
AIM ADVISOR FUNDS
(CLASS A SHARES AND CLASS C SHARES)
SECTION 1. AIM Advisor Funds, a Delaware business trust (the "Fund"),
on behalf of the series of shares of beneficial interest set forth in Schedule
A to this plan (the "Portfolios"), may act as a distributor of the Class A
Shares and Class C Shares, of such Portfolios as described in Schedule A to
this plan (the "Shares") of which the Fund is the issuer, 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 as a distributor of the Shares, expenses
at the rates set forth in Schedule 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.
SECTION 3. Amounts set forth in Schedule A may be expended when and if
authorized in advance by the Fund's Board of Trustees. Such amounts 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, supplemental payments to dealers and other
institutions as asset-based sales charges. Amounts set forth in Schedule 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. 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.
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. The maximum service fee paid to any
service provider shall be twenty-five one-hundredths of one
percent (0.25%), or such lower rate for the Portfolio as is
specified on Schedule A, 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
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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 shareholders
services to their customers as set forth in the Pricing
Agreements from time to time.
(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.
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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 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 "Dis-interested 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 Fund 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 at any time by vote of a
majority of the Dis-interested Trustees, or by vote of a majority of the
outstanding voting securities of the Shares. If this Plan is terminated, the
obligation of the Fund to make payments pursuant to this Plan will also cease
and the Fund will not be required to make any payments beyond the termination
date even with respect to expenses incurred prior to the termination date.
SECTION 10. Any agreement related to this Plan shall be made in
writing, and shall provide:
(a) that such agreement may be terminated at any time,
without payment of any penalty, by vote of a majority of the
Dis-interested Trustees or by a vote of the outstanding voting
securities of the Fund attributable to the Shares, 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.
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AIM ADVISOR FUNDS
(on behalf of its Class A Shares and Class C Shares)
Attest: By:
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Assistant Secretary President
Effective as of [September ___, 2000.]
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SCHEDULE A
TO
MASTER DISTRIBUTION PLAN
OF
AIM ADVISOR FUNDS
(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) 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.
MINIMUM
ASSET
PORTFOLIO BASED MAXIMUM MAXIMUM
SALES SERVICE AGGREGATE
CLASS A SHARES CHARGE FEE FEE
-------------- ------ --- ---
AIM Advisor Flex Fund 0.10% 0.25% 0.35%
AIM Advisor International Value Fund 0.10% 0.25% 0.35%
AIM Advisor Real Estate Fund 0.10% 0.25% 0.35%
MAXIMUM
ASSET
BASED MAXIMUM MAXIMUM
SALES SERVICE AGGREGATE
CLASS C SHARES CHARGE FEE FEE
-------------- ------ --- ---
AIM Advisor Flex Fund 0.75% 0.25% 1.00%
AIM Advisor International Value Fund 0.75% 0.25% 1.00%
AIM Advisor Real Estate Fund 0.75% 0.25% 1.00%
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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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