<PAGE> 1
As filed with the Securities and Exchange Commission on December 1, 1995
1933 Act Reg. No. 33-44611
1940 Act Reg. No. 811-6463
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---
Pre-Effective Amendment No.
----- ---
Post-Effective Amendment No. 8 X
----- ---
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 10 X
---- ---
(Check appropriate box or boxes.)
AIM INTERNATIONAL FUNDS, INC.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza, Suite 1919, Houston, TX 77046
----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (713) 626-1919
--------------
Charles T. Bauer
11 Greenway Plaza, Suite 1919, Houston, TX 77046
------------------------------------------------
(Name and Address of Agent for Service)
Copy to:
P. Michelle Grace, Esquire Martha J. Hays, Esquire
A I M Advisors, Inc. Ballard Spahr Andrews & Ingersoll
11 Greenway Plaza, Suite 1919 1735 Market Street, 51st Floor
Houston, Texas 77046-1173 Philadelphia, Pennsylvania 19103-7599
Approximate Date of Proposed Public Offering: As soon as practicable
after the effective date of
this Amendment
It is proposed that this filing will become effective (check appropriate box)
X immediately upon filing pursuant to paragraph (b)
- -----
- ----- on (date) pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(1)
- -----
on (date) pursuant to paragraph (a)(1)
- -----
75 days after filing pursuant to paragraph (a)(2)
- -----
on (date) pursuant to paragraph (a)(2) of rule 485
(continued on next page)
<PAGE> 2
If appropriate, check the following box:
this post-effective amendment designates a new effective date
- ----- for a previously filed post-effective amendment.
Registrant continues its election to register an indefinite number of its
shares of Common Stock pursuant to Rule 24f-2 under the Investment Company Act
of 1940 and accordingly, filed its Rule 24f-2 Notice for the fiscal year ended
October 31, 1994, on December 22, 1994.
<PAGE> 3
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
I. AIM INTERNATIONAL EQUITY FUND
<TABLE>
<CAPTION>
N-1A ITEM NO. PROSPECTUS LOCATION
- ------------- -------------------
<S> <C>
PART A
Item 1. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . Summary; Table of Fees and Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . . . . . . Financial Highlights; Performance
Item 4. General Description of Registrant . . . . . . . . . . . . . . . . . . . . . . Cover Page; Summary;
Investment Objective and Policies;
Hedging Strategies and Other
Investment Techniques; Risk
Factors; Investment Restrictions;
General Information; Management
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . Management; General Information
Item 5A. Management's Discussion of the Fund . . . . . . . . . . . . . . . . . . . [included in annual report]
Item 6. Capital Stock and Other Securities . . . . . . . . . . . . . . . . Summary; Dividends, Distributions
and Tax Matters; General
Information
Item 7. Purchase of Securities Being Offered . . . . . . . . . . . . . . . . . . . How to Purchase Shares;
Terms and Conditions of Purchase
of the AIM Funds; Determination of
Net Asset Value; Management
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . How to Redeem Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
STATEMENT OF ADDITIONAL INFORMATION LOCATION
--------------------------------------------
PART B
Item 10. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Table of Contents
Item 12. General Information and History . . . . . . . . . . . . . . . . . . . . . . . . . . . Introduction;
General Information About the
Company; Miscellaneous Information
Item 13. Investment Objectives and Policies . . . . . . . . . . . . . . . . . . . . Hedging Strategies and
Other Investment Techniques;
Investment Restrictions
Item 14. Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management
Item 15. Control Persons and Principal
Holders of Securities . . . . . . . . . . . . . . . . . . . . . . . . Miscellaneous Information
Item 16. Investment Advisory and Other Services . . . . . . . . . . . . Management; The Distribution Plans
Item 17. Brokerage Allocation and
Other Practices . . . . . . . . . . . . . . . . . . . . . Portfolio Transactions and Brokerage
Item 18. Capital Stock and Other Securities . . . . . . . . . . . . . . General Information about the Company;
Miscellaneous Information
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered . . . . . . . . . . . . . . . . . How to Purchase and Redeem Shares;
Net Asset Value Determination
Item 20. Tax Status . . . . . . . . . . . . . . . . . . . . . . . Dividends, Distributions, and Tax Matters
Item 21. Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management; The Distributor
Item 22. Calculations of Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance
Item 23. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Statements
</TABLE>
<PAGE> 4
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
II. AIM GLOBAL AGGRESSIVE GROWTH FUND
AIM GLOBAL GROWTH FUND
AIM GLOBAL INCOME FUND
<TABLE>
<CAPTION>
N-1A ITEM NO. PROSPECTUS LOCATION
- ------------- -------------------
<S> <C>
PART A
Item 1. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . Summary; Table of Fees and Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . . . . . . Financial Highlights; Performance
Item 4. General Description of Registrant . . . . . . . . . . . . . . . . . . . . . . Cover Page; Summary;
Investment Objectives and Policies;
Hedging Strategies; Other
Investment Techniques; Risk
Factors; Investment Restrictions;
General Information; Management
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . Management; General Information
Item 5A. Management's Discussion of Fund Performances . . . . . . . . . . . . . . . [included in annual report]
Item 6. Capital Stock and Other Securities . . . . . . . . . . . . . . . . Summary; Dividends, Distributions
and Tax Matters; General
Information
Item 7. Purchase of Securities Being Offered . . . . . . . . . . . . . . . . . . . How to Purchase Shares;
Terms and Conditions of Purchase of
the AIM Funds; Determination of Net
Asset Value; Management
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . How to Redeem Shares
Item 9. Pending Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
STATEMENT OF ADDITIONAL INFORMATION LOCATION
--------------------------------------------
PART B
Item 10. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Table of Contents
Item 12. General Information and History . . . . . . . . . . . . . . . . . . . . . . . . . . . Introduction;
General Information About the
Company; Miscellaneous Information
Item 13. Investment Objectives and Policies . . . . . . . . . . . . . . . . . . . . Hedging Strategies and
Other Investment Techniques;
Investment Restrictions
Item 14. Management of the Fund Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . Management
Item 15. Control Persons and Principal
Holders of Securities . . . . . . . . . . . . . . . . . . . . . . . . Miscellaneous Information
Item 16. Investment Advisory and Other Services . . . . . . . . . . . . Management; The Distribution Plans
Item 17. Brokerage Allocation and
Other Practices . . . . . . . . . . . . . . . . . . . . . Portfolio Transactions and Brokerage
Item 18. Capital Stock and Other Securities . . . . . . . . . . . . . . General Information about the Company;
Miscellaneous Information
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered . . . . . . . . . . . . . . . . . How to Purchase and Redeem Shares;
Net Asset Value Determination
Item 20. Tax Status . . . . . . . . . . . . . . . . . . . . . . . Dividends, Distributions, and Tax Matters
Item 21. Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management; The Distributor
Item 22. Calculations of Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . . . Performance
Item 23. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Statements
</TABLE>
<PAGE> 5
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.
Part A (Prospectus) and Part B (Statement of Additional Information) of
Post-Effective Amendment No. 7 are hereby incorporated by reference into
Post-Effective Amendment No. 8 as if fully set forth herein.
<PAGE> 6
PART C
OTHER INFORMATION
Item 24. (a) Financial Statements:
(1) Class A shares of AIM Global Aggressive Growth Fund; AIM
Global Growth Fund; and AIM Global Income Fund
In Part A: Financial Highlights
In Part B: (1) Report of Independent Auditors
(2) Schedule of Investments as of October
31, 1994
(3) Statement of Assets and Liabilities
as of October 31, 1994
(4) Statement of Operations for the
period September 15, 1994 (date
operations commenced) through October
31, 1994
(5) Statements of Changes in Net Assets
for the period September 15, 1994
(date operations commenced) October
31, 1994
(2) Class B shares of AIM Global Aggressive Growth Fund; AIM
Global Growth Fund; and AIM Global Income Fund
In Part A: Financial Highlights
In Part B: (1) Report of Independent Auditors
(2) Schedule of Investments as of October
31, 1994
(3) Statement of Assets and Liabilities
as of October 31, 1994
(4) Statement of Operations for the
period September 15, 1994 (date
operations commenced) through October
31, 1994
(5) Statements of Changes in Net Assets
for the period September 15, 1994
(date operations commenced) through
October 31, 1994
(3) Class A shares of AIM International Equity Fund
In Part A: Financial Highlights
In Part B: (1) Report of Independent Auditors
(2) Schedule of Investments as of October
31, 1994
(3) Statement of Assets and Liabilities
as of October 31, 1994
(4) Statement of Operations for the year
ended October 31, 1994
(5) Statements of Changes in Net Assets
for the years ended October 31, 1994
and 1993
(4) Class B shares of AIM International Equity Fund
In Part A: Financial Highlights
In Part B: (1) Report of Independent Auditors
(2) Schedule of Investments as of October
31, 1994
(3) Statement of Assets and Liabilities
as of October 31, 1994
(4) Statement of Operations for the
period September 15, 1994 (date
operations commenced) through October
31, 1994
(5) Statements of Changes in Net Assets
for the period September 15, 1994
(date operations commenced) through
October 31, 1994
C-1
<PAGE> 7
______________________
(b) Exhibits
Exhibit
Number Description
- ------- -----------
(1) (a) - Articles of Incorporation of Registrant were filed as an
Exhibit to Registrant's Registration Statement on December 19,
1991, and are hereby incorporated by reference.
(b) - Articles of Amendment, dated May 21, 1992, were filed as an
Exhibit to Registrant's Post-Effective Amendment No. 1 on
February 23, 1993, and are hereby incorporated by reference.
(c) - Articles of Amendment, dated May 21, 1992, were filed as an
Exhibit to Registrant's Post-Effective Amendment No. 1 on
February 23, 1993, and are hereby incorporated by reference.
(d) - Articles Supplementary, dated June 29, 1994, to Articles of
Incorporation of Registrant were filed as an Exhibit to
Registrant's Post-Effective Amendment No. 5 on August 17, 1994,
and are hereby incorporated by reference.
(e) - Articles Supplementary, dated August 4, 1994, to Articles of
Incorporation of Registrant were filed as an Exhibit to
Registrant's Post-Effective Amendment No. 5 on August 17, 1994,
and are hereby incorporated by reference.
(2) - By-Laws of Registrant were filed as an Exhibit to Registrant's
Registration Statement on December 19, 1991, and are hereby
incorporated by reference.
(3) - Voting Trust Agreements - None.
(4) (a) - Specimen Certificate for AIM International Equity Fund was
filed as an Exhibit to Registrant's Post-Effective Amendment
No. 1 on February 23, 1993, and is hereby incorporated by
reference.
(b) - Specimen Certificates for Class A shares and Class B shares of
AIM Global Aggressive Growth Fund, AIM Global Growth Fund, AIM
Global Income Fund and AIM International Equity Fund were filed
as Exhibits to Registrant's Post-Effective Amendment No. 7 on
February 23, 1995, and are hereby incorporated by reference.
(5) (a) - Investment Advisory Agreement, dated as of November 8, 1991,
between Registrant and A I M Advisors, Inc. was filed as an
Exhibit to Registrant's Registration Statement on December 19,
1991, and is hereby incorporated by reference.
(b) - Investment Advisory Agreement, dated as of October 18, 1993,
between Registrant on behalf of its AIM International Equity
Fund and A I M Advisors, Inc. was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 3 on February 24,
1994, and is hereby incorporated by reference.
(c) - Master Investment Advisory Agreement, dated as of July 1, 1994,
between A I M Advisors, Inc. and Registrant on behalf of its
AIM Global Aggressive Growth Fund, AIM Global Growth Fund and
AIM Global Income Fund was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 6 on September 2, 1994, and is
hereby incorporated by reference.
C-2
<PAGE> 8
(6) (a) - (1) Distribution Agreement, dated December 11, 1991, between
Registrant and A I M Distributors, Inc. was filed as an Exhibit
to Registrant's Registration Statement on December 19, 1991.
- (2) Distribution Agreement, dated October 18, 1993, between
Registrant and A I M Distributors, Inc. was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 3 on February 24,
1994.
- (3) Master Distribution Agreement, dated September 10, 1994,
between Registrant (on behalf of the portfolios' Class A
shares) and A I M Distributors, Inc. was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 7 on February 23,
1995, and is hereby incorporated by reference.
- (4) Master Distribution Agreement, dated September 10, 1994,
between the Registrant (on behalf of the portfolios' Class B
shares) and A I M Distributors, Inc. was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 7 on February 23,
1995.
- (5) Amended and Restated Master Distribution Agreement, dated
May 2, 1995, between the Registrant (on behalf of the
portfolios' Class B shares) and A I M Distributors, Inc. is
filed herewith electronically.
(b) - Form of Selected Dealer Agreement between A I M Distributors,
Inc. and selected dealers is filed herewith electronically.
(c) - Form of Bank Selling Group Agreement between A I M
Distributors, Inc. and banks is filed herewith electronically.
(7) (a) - Retirement Plan for Registrant's Non-Affiliated Directors was
filed as an Exhibit to Registrant's Post-Effective Amendment
No. 4 on June 29, 1994, and is hereby incorporated by
reference.
(b) - Form of Deferred Compensation Agreement for Registrant's
Non-Affiliated Directors was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 4 on June 29, 1994,
and is hereby incorporated by reference.
(8) (a) - Custodian Agreement between Registrant and State Street Bank
and Trust Company, dated as of November 8, 1991, was filed as
an Exhibit to Registrant's Registration Statement on December
19, 1991, and is hereby incorporated by reference.
(b) - Amendment, dated July 1, 1994, to Custodian Agreement between
Registrant and State Street Bank and Trust Company dated
November 8, 1991 was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 6 on September 2, 1994, and is
hereby incorporated by reference.
(9) (a) - (1) Transfer Agency Agreement between Registrant and The
Shareholder Services Group, Inc., dated May 15, 1992, was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 1 on
February 23, 1993.
- (2) Amendment, dated May 15, 1992, to Transfer Agency Agreement
between Registrant and The Shareholder Services Group, Inc.,
dated May 15, 1992, was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 1 on February 23, 1993.
C-3
<PAGE> 9
- (3) Form of Amendment No. 2 to Transfer Agency Agreement
between Registrant and The Shareholder Services Group, Inc.,
dated May 15, 1992, was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 6 on September 2, 1994.
- (4) Amendment No. 3, dated July 1, 1994, to Transfer Agency
Agreement between Registrant and The Shareholder Services
Group, Inc., dated May 15, 1992, was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 6 on September 2,
1994.
- (5) Transfer Agency and Service Agreement, dated as of November
1, 1994, between the Registrant and A I M Fund Services, Inc.
was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 7 on February 23, 1995, and is hereby
incorporated by reference.
- (6) Remote Access and Related Services Agreement, dated as
December 23, 1994, between the Registrant and The Shareholder
Services Group, Inc. was filed as an Exhibit to Post-Effective
Amendment No. 7 on February 23, 1995, and is hereby
incorporated by reference.
(b) - (1) Administrative Services Agreement, dated December 10, 1991,
between the Registrant and A I M Advisors, Inc. was filed as an
Exhibit to Registrant's Registration Statement on December 19,
1991.
- (2) Administrative Services Agreement, dated as of October 18,
1993, between A I M Advisors, Inc. and Registrant, was filed as
an Exhibit to Registrant's Post-Effective Amendment No. 3 on
February 24, 1994, and is hereby incorporated by reference.
- (3) Master Administrative Services Agreement, dated as of July
1, 1994, between A I M Advisors, Inc. and Registrant on behalf
of its AIM Global Aggressive Growth Fund, AIM Global Growth
Fund and AIM Global Income Fund was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 6 on September 2,
1994, and is hereby incorporated by reference.
- (4)(i) Administrative Services Agreement, dated as of October
18, 1993, between A I M Advisors, Inc. on behalf of
Registrant's portfolios, and A I M Fund Services, Inc., was
filed as an Exhibit to Registrant's Post-Effective Amendment
No. 3 on February 24, 1994.
- (4)(ii) Amendment No. 1, dated May 11, 1994, to Administrative
Services Agreement, dated October 18, 1993, between A I M
Advisors, Inc., on behalf of Registrant's portfolios, and A I M
Fund Services, Inc. was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 4 on June 29, 1994.
- (4)(iii) Amendment No. 2, dated July 1, 1994, to Administrative
Services Agreement, dated October 18, 1993, between A I M
Advisors, Inc., on behalf of Registrant's portfolios and
classes, and A I M Fund Services, Inc. was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 6 on September 2,
1994.
- (4)(iv) Amendment No. 3, dated September 16, 1994, to the
Administrative Services Agreement, dated October 18, 1993,
between A I M Advisors, Inc., on behalf of Registrant's
portfolios and classes, and A I M Fund Services, Inc. was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 7 on
February 23, 1995.
(c) - (1) Accounting Services Agreement, dated as of November 5,
1991, between the Registrant and State Street Bank and Trust
Company was filed as an Exhibit to Registrant's Pre-Effective
Amendment No. 2 on April 2, 1992, and is hereby incorporated by
reference.
C-4
<PAGE> 10
- (2) Amendment No. 1, dated July 1, 1994, to Accounting Services
Agreement, dated as of November 5, 1991, between the Registrant
and State Street Bank and Trust Company was filed as an Exhibit
to Registrant's Post-Effective Amendment No. 6 on September 2,
1994, and is hereby incorporated by reference.
(d) - (1) Shareholder Sub-Accounting Services Agreement among the
Registrant, The Shareholder Services Group, Inc., Financial
Data Services, Inc. and Merrill Lynch, Pierce, Fenner & Smith,
Inc., was filed as an Exhibit to Registrant's Post-Effective
Amendment No. 1 on February 23, 1993.
- (2) Notice of Addition of Funds to Shareholder Sub-Accounting
Services Agreement, dated February 1, 1993, was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 1 on
February 23, 1993.
(10) - Opinion and Consent of Spengler Carlson Gubar Brodsky &
Frischling was filed as an Exhibit to Registrant's Registration
Statement on December 19, 1991, and is hereby incorporated by
reference.
(11) (a) - Consent of Ballard Spahr Andrews & Ingersoll was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 7 on
February 23, 1995, and is hereby incorporated by reference.
(b) - Consent of KPMG Peat Marwick LLP was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 7 on February 23,
1995, and is hereby incorporated by reference.
(12) - Financial Statements - None.
(13) - Agreement Concerning Initial Capitalization of the Registrant's
AIM Global Aggressive Growth Fund, AIM Global Growth Fund and
AIM Global Income Fund was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 7 on February 23, 1995, and is
hereby incorporated by reference.
(14) (a) - (1) Form of Registrant's IRA Documents was filed as an Exhibit
to Registrant's Registration Statement on December 19, 1991,
and is hereby incorporated by reference.
- (2) Revised Form of Registrant's IRA Documents was filed as an
Exhibit to Registrant's Post-Effective Amendment No. 2 on
August 16, 1993, and is hereby incorporated by reference.
(b) - Revised Form of Registrant's Simplified Employee Pension -
Individual Retirement Accounts Contribution Agreement was filed
as an Exhibit to Registrant's Post-Effective Amendment No. 2 on
August 16, 1993, and is hereby incorporated by reference.
(c) - Forms of Registrant's Money Purchase Pension and Profit Sharing
Plan (and applicable Adoption Agreements) and Registrant's
Profit Sharing/401(k) Trust were filed as an Exhibit to
Registrant's Registration Statement on December 19, 1991, and
are hereby incorporated by reference.
(d) - Form of Registrant's 403(b) Plan was filed as an Exhibit to
Registrant's Registration Statement on December 19, 1991, and
is hereby incorporated by reference.
(15) (a) - (1) Registrant's Distribution Plan was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 1 on February 23,
1993.
C-5
<PAGE> 11
- (2) Distribution Plan, and related forms of agreements, on
behalf of the Registrant's AIM International Equity Fund, dated
September 27, 1993, were filed as an Exhibit to Registrant's
Post-Effective Amendment No. 3 on February 24, 1994.
- (3) Master Distribution Plan, and related forms of agreements,
for Registrant's Class A shares were filed as Exhibits to
Registrant's Post-Effective Amendment No. 7 on February 23,
1995.
- (4) Master Distribution Plan, and related forms of agreements,
for Registrant's Class B shares were filed as Exhibits to
Registrant's Post-Effective Amendment No. 7 on February 23,
1995.
- (5) Amended Master Distribution Plan, and related forms of
agreements, for Registrant's Class A shares are filed herewith
electronically.
- (6) Amended Master Distribution Plan, and related forms of
agreements, for Registrant's Class B shares are filed herewith
electronically.
- (7) Amended and Restated Master Distribution Plan, and related
forms of agreements, for Registrant's Class B shares are filed
herewith electronically.
(16) (a) - Schedule of Performance Quotations - Schedule of Performance
Quotations on behalf of Registrant's AIM International Equity
Fund were filed as an Exhibit to Registrant's Post-Effective
Amendment No. 1 on February 23, 1993, and is hereby
incorporated by reference.
(b) - Schedules of Performance Quotations - Schedule of Performance
Quotations on behalf of Registrant's AIM Global Aggressive
Growth Fund, AIM Global Growth Fund and AIM Global Income Fund
were filed as an Exhibit to Registrant's Post-Effective
Amendment No. 4 on June 29, 1994, and are hereby incorporated
by reference.
(18) - Rule 18f-3 Plan - None.
(27) - Financial Data Schedule - None.
Item 25. Persons Controlled by or under Common Control with Registrant
Furnish a list or diagram of all persons directly or indirectly controlled
by or under common control with the Registrant and as to each such person
indicate (1) if a company the state or other sovereign power under the laws of
which it is organized, and (2) the percentage of voting securities owned or
other basis of control by the person, if any, immediately controlling it.
Not Applicable
C-6
<PAGE> 12
Item 26. Number of Holders of Securities
State in substantially the tabular form indicated, as of a specified date
within 90 days prior to the date of filing, the number of record holders of
each class of securities of the Registrant.
<TABLE>
<CAPTION>
Number of Record Holders
as of October 31, 1995
-------------------------
Title of Class Class A Class B
-------------- ------- -------
<S> <C> <C>
AIM International Equity Fund 70,545 6,621
AIM Global Aggressive Growth Fund 22,418 14,749
AIM Global Growth Fund 2,463 2,246
AIM Global Income Fund 634 401
</TABLE>
Item 27. Indemnification
State the general effect of any contract, arrangements or statute under
which any director, officer, underwriter or affiliated person of the Registrant
is insured or indemnified in any manner against any liability which may be
incurred in such capacity, other than insurance provided by any director,
officer, affiliated person or underwriter for their own protection.
Pursuant to the Maryland General Corporation Law and the Registrant's
Charter and By-Laws, the Registrant may indemnify any person who was or is
a director, officer, employee or agent of the Registrant to the maximum
extent permitted by the Maryland General Corporation Law. The specific
terms of such indemnification are reflected in the Registrant's Charter
and By-Laws, which are incorporated herein as part of this Registration
Statement. No indemnification will be provided by the Registrant to any
director or officer of the Registrant for any liability to Registrant or
shareholders to which such director or officer would otherwise be subject
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of duty.
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereby, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy and
will be governed by the final adjudication of such issue. Insurance
coverage is provided under a joint Mutual Fund and Investment Advisory
Professional Directors and Officers Liability Policy, issued by ICI Mutual
Insurance Company, with a $15,000,000 limit of liability.
Item 28. Business and Other Connections of Investment Advisor
Describe any other business, profession, vocation or employment of a
substantial nature in which each investment advisor of the Registrant, and each
director, officer or partner of any such investment advisor, is or has been, at
any time during the cast two fiscal years, engaged for his own account or in
the capacity of director, officer, employee, partner or trustee.
C-7
<PAGE> 13
The only employment of a substantial nature of the Advisor's directors and
officers is with the Advisor and its affiliated companies. Reference is
also made to the caption "Management--Investment Advisor" of the
Prospectus which comprises Part A of the Registration Statement, and to
the caption "Management" of the Statement of Additional Information which
comprises Part B of the Registration Statement, and to Item 29(b) of this
Part C.
Item 29. Principal Underwriters
(a) A I M Distributors, Inc., the Registrant's principal underwriter,
also acts as a principal underwriter to the following investment
companies:
AIM Equity Funds, Inc. (Retail Classes)
AIM Funds Group
AIM Investment Securities Funds
AIM Summit Fund, Inc.
AIM Tax-Exempt Funds, Inc.
AIM Variable Insurance Funds, Inc.
(b)
<TABLE>
<CAPTION>
Name and Principal Position and Offices Position and Offices
Business Address* with Principal Underwriter with Registrant
- ---------------- -------------------------- ---------------
<S> <C> <C>
Charles T. Bauer Chairman of the Chairman of the
Board of Directors Board of Directors
Michael J. Cemo President & Director None
Gary T. Crum Director Senior Vice President
Robert H. Graham Senior Vice President President & Director
& Director
W. Gary Littlepage Senior Vice President None
& Director
James L. Salners Senior Vice President & None
Director
John Caldwell Senior Vice President None
Gordon J. Sprague Senior Vice President None
Michael C. Vessels Senior Vice President None
Lawrence E. Manierre First Vice President None
James E. Stueve First Vice President None
</TABLE>
__________________________________
* 11 Greenway Plaza, Suite 1919, Houston, Texas 77046-1173
C-8
<PAGE> 14
<TABLE>
<CAPTION>
Name and Principal Position and Offices Position and Offices
Business Address* with Principal Underwriter with Registrant
- ---------------- -------------------------- ---------------
<S> <C> <C>
John J. Arthur Vice President & Treasurer Senior Vice President
& Treasurer
William H. Kleh Vice President Senior Vice President
Ofelia M. Mayo Vice President, Assistant Assistant Secretary
Secretary & General Counsel
Carol F. Relihan Vice President Vice President &
Secretary
Charles R. Dewey Vice President None
Sidney M. Dilgren Vice President None
Frank V. Serebrin Vice President None
B.J. Thompson Vice President None
Robert D. Van Sant Vice President
David E. Hessel Assistant Vice President, None
Assistant Treasurer &
Controller
Kathleen J. Pflueger Secretary Assistant Secretary
Melville B. Cox Assistant Vice President Vice President
Mary E. Gentempo Assistant Vice President None
Jeffrey L. Horne Assistant Vice President None
Kim T. Lankford Assistant Vice President None
David L. Kite Assistant General Counsel & Assistant Secretary
Assistant Secretary
Nancy L. Martin Assistant General Counsel & Assistant Secretary
Assistant Secretary
Samuel D. Sirko Assistant General Counsel & Assistant Secretary
Assistant Secretary
Stephen I. Winer Assistant Secretary Assistant Secretary
</TABLE>
______________________
* 11 Greenway Plaza, Suite 1919, Houston, Texas 77046-1173
C-9
<PAGE> 15
(c) Not Applicable
Item 30. Location of Accounts and Records
With respect to each account, book or other document required to be
maintained by Section 31(a) of the 1940 Act and the Rules (17 CFR 270.31a-1 to
31a-3) promulgated thereunder, furnish the name and address of each person
maintaining physical possession of each such account, book or other document.
A I M Advisors, Inc., 11 Greenway Plaza, Suite 1919, Houston, Texas
77046-1173, maintains physical possession of each such account, book or
other document of the Registrant at its principal executive offices,
except for those maintained by the Registrant's Custodian, State Street
Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110,
and the Registrant's Transfer Agent and Dividend Paying Agent, A I M Fund
Services, Inc., P.O. Box 4739, Houston, Texas 77210-4739.
Item 31. Management Services
Furnish a summary of the substantive provisions of any management-related
service contract not discussed in Part A or Part B of this Form (because the
contract was not believed to be of interest to a purchaser of securities of the
Registrant) under which services are provided to the Registrant, indicating the
parties to the contract, the total dollars paid and by whom, for the last three
fiscal years.
Not Applicable
Item 32. Undertakings
The Registrant undertakes to furnish each person to whom a prospectus is
delivered a copy of the applicable Fund's latest annual report to
shareholders, upon request and without charge.
C-10
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment
to its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, Texas on the 1st day of
December, 1995.
REGISTRANT: AIM INTERNATIONAL FUNDS, INC.
By: /S/ ROBERT H. GRAHAM
--------------------------------
Robert H. Graham, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/S/ CHARLES T. BAUER Chairman & Director December 1, 1995
-------------------------------------
(Charles T. Bauer)
/S/ ROBERT H. GRAHAM Director & President December 1, 1995
------------------------------------- (Principal Executive Officer)
(Robert H. Graham)
/S/ BRUCE L. CROCKETT Director December 1, 1995
-------------------------------------
(Bruce L. Crockett)
/S/ OWEN DALY II Director December 1, 1995
--------------------------------------
(Owen Daly II)
/S/ CARL FRISCHLING Director December 1, 1995
----------------------------------------
(Carl Frischling)
/S/ JOHN F. KROEGER Director December 1, 1995
-------------------------------------
(John F. Kroeger)
/S/ LEWIS F. PENNOCK Director December 1, 1995
-------------------------------------
(Lewis F. Pennock)
/S/ IAN W. ROBINSON Director December 1, 1995
-------------------------------------
(Ian W. Robinson)
/S/ LOUIS S. SKLAR Director December 1, 1995
---------------------------------------
(Louis S. Sklar)
Senior Vice President & December 1, 1995
/S/ JOHN J. ARTHUR Treasurer (Principal Financial
---------------------------------------- and Accounting Officer)
(John J. Arthur)
</TABLE>
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
6(a)(5) Amended and Restated Master Distribution Agreement, dated May 2,
1995, between the Registrant (on behalf of the portfolios' Class
B shares) and A I M Distributors, Inc.
6(b) Form of Selected Dealer Agreement between A I M Distributors,
Inc. and selected dealers.
6(c) Form of Bank Selling Group Agreement between A I M Distributors,
Inc. and banks.
15(a)(5) Amended Master Distribution Plan, and related forms of
agreements, for Registrant's Class A shares.
15(a)(6) Amended Master Distribution Plan, and related forms of
agreements, for Registrant's Class B shares.
15(a)(7) Amended and Restated Master Distribution Plan, and related forms
of agreements, for Registrant's Class B shares.
</TABLE>
<PAGE> 1
AMENDED AND RESTATED EXHIBIT 6 (a)(5)
MASTER DISTRIBUTION AGREEMENT
BETWEEN
AIM INTERNATIONAL FUNDS, INC.
(CLASS B SHARES)
AND
A I M DISTRIBUTORS, INC.
THIS AGREEMENT made this 2nd day of May, 1995, by and between AIM
INTERNATIONAL FUNDS, INC., a Maryland corporation (the "Company"), with respect
to each of the Class B shares (the "Shares") of each series of shares of common
stock set forth on Schedule A to this agreement (the "Portfolios"), and A I M
DISTRIBUTORS, INC., a Delaware corporation (the "Distributor").
W I T N E S S E T H:
In consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged,
the parties hereto agree as follows:
FIRST: The Company hereby appoints the Distributor as its exclusive
agent for the sale of the Shares to the public directly and through investment
dealers in the United States and throughout the world. If subsequent to the
termination of the Distributor's services to the Company pursuant to this
Agreement, the Company retains the services of another distributor, the
distribution agreement with such distributor shall contain provisions
comparable to Clauses FOURTH and SEVENTH hereof and Exhibit A hereto, and
without limiting the generality of the foregoing, will require such distributor
to maintain and make available to the Distributor records regarding sales,
redemptions and reinvestments of Shares necessary to implement the terms of
Clauses FOURTH, SEVENTH and EIGHTH hereof.
SECOND: The Company shall not sell any Shares except through the
Distributor and under the terms and conditions set forth in paragraph FOURTH
below. Notwithstanding the provisions of the foregoing sentence, however:
(A) the Company may issue Shares to any other investment company
or personal holding company, or to the shareholders thereof, in exchange for
all or a majority of the shares or assets of any such company;
(B) the Company may issue Shares at their net asset value in
connection with certain classes of transactions or to certain classes of
persons, in accordance with Rule 22d-1 under the Investment Company Act of
1940, as amended (the "1940 Act"), provided that any such class is specified in
the then current prospectus of the applicable Shares; and
1
<PAGE> 2
(C) the Company shall have the right to specify minimum amounts
for initial and subsequent orders for the purchase of Shares.
THIRD: The Distributor hereby accepts appointment as exclusive agent
for the sale of the Shares and agrees that it will use its best efforts to sell
such Shares; provided, however, that:
(A) the Distributor may, and when requested by the Company on
behalf of the Shares shall, suspend its efforts to effectuate such sales at any
time when, in the opinion of the Distributor or of the Company, no sales should
be made because of market or other economic considerations or abnormal
circumstances of any kind;
(B) the Company may withdraw the offering of the Shares (i) at any
time with the consent of the Distributor, or (ii) without such consent when so
required by the provisions of any statute or of any order, rule or regulation
of any governmental body having jurisdiction; and
(C) the Distributor does not undertake to sell any specific amount
of the Shares.
FOURTH:
(A) The public offering price of the Shares shall be the net asset
value per share of the applicable Shares. Net asset value per share shall be
determined in accordance with the provisions of the then current prospectus and
statement of additional information of the applicable Portfolio. The
Distributor may establish a schedule of contingent deferred sales charges to be
imposed at the time of redemption of the Shares, and such schedule shall be
disclosed in the current prospectus of each Portfolio. Such schedule of
contingent deferred sales charges may reflect variations in or waivers of such
charges on redemptions of Shares, either generally to the public or to any
specified class of shareholders and/or in connection with any specified class
of transactions, in accordance with applicable rules and regulations and
exemptive relief granted by the Securities and Exchange Commission, and as set
forth in the Portfolios' current prospectus(es). The Distributor and the
Company shall apply any then applicable scheduled variation in or waiver of
contingent deferred sales charges uniformly to all shareholders and/or all
transactions belonging to a specified class.
(B) The Distributor may pay to investment dealers and other
financial institutions through whom Shares are sold, such sales commission as
the Distributor may specify from time to time. Payment of any such sales
commissions shall be the sole obligation of the Distributor.
(C) No provision of this Agreement shall be deemed to prohibit any
payments by the Company to the Distributor or by the Company or the Distributor
to investment dealers, financial institutions and 401(k) plan service providers
through whom the Shares are sold where such payments are made under a
distribution plan adopted by the Company pursuant to Rule 12b-1 under the 1940
Act.
(D) The Company shall redeem the Shares from shareholders in
accordance with the terms set forth from time to time in the current prospectus
and statement of additional information of each Portfolio. The price to be
paid to a shareholder to redeem the Shares shall be equal to the net asset
value of the Shares being redeemed ("gross redemption proceeds"), less any
applicable contingent deferred sales charge, calculated pursuant to the then
applicable schedule of contingent deferred sales charges ("net redemption
proceeds"). The Distributor shall be
2
<PAGE> 3
entitled to receive the amount of the contingent deferred sales charge that has
been subtracted from gross redemption proceeds (the "CDSC"), provided that the
Shares being redeemed were (i) issued by a Portfolio during the term of this
Agreement and any predecessor Agreement between the Company and the Distributor
or (ii) issued by a Portfolio during or after the term of this Agreement or any
predecessor Agreement between the Company and the Distributor in one or a
series of free exchanges of Shares for class B shares of another portfolio,
which can be traced to Shares or class B shares of another portfolio initially
issued by a Portfolio or such other portfolio during the term of this
Agreement, any predecessor Agreement or any other distribution agreement with
the Distributor with respect to such other portfolio (the "Distributor's Earned
CDSC"). The Company shall pay or cause the Company's transfer agent to pay the
Distributor's Earned CDSC to the Distributor on the date net redemption
proceeds are payable to the redeeming shareholder.
(E) The Distributor shall maintain adequate books and records to
identify Shares (i) issued by a Portfolio during the term of this Agreement and
any predecessor Agreement between the Company and the Distributor or (ii)
issued by a Portfolio during or after the term of this Agreement or any
predecessor Agreement between the Company and the Distributor in one or a
series of free exchanges of Shares for class B shares of another portfolio,
which can be traced to Shares or class B shares of another portfolio initially
issued by a Portfolio or such other portfolio during the term of this
Agreement, any predecessor Agreement or any other distribution agreement with
the Distributor with respect to such other portfolio and shall calculate the
Distributor's Earned CDSC, if any, with respect to such Shares, upon their
redemption. The Company shall be entitled to rely on Distributor's books,
records and calculations with respect to Distributor's Earned CDSC.
FIFTH: The Distributor shall act as an agent of the Company in
connection with the sale and redemption of Shares. Except with respect to such
sales and redemptions, the Distributor shall act as principal in all matters
relating to the promotion of the sale of Shares and shall enter into all of its
own engagements, agreements and contracts as principal on its own account. The
Distributor shall enter into Selected Dealer Agreements with investment dealers
and financial institutions selected by the Distributor, authorizing such
investment dealers and financial institutions to offer and sell the Shares to
the public upon the terms and conditions set forth therein, which shall not be
inconsistent with the provisions of this Agreement. Each Selected Dealer
Agreement shall provide that the investment dealer or financial institution
shall act as a principal, and not as an agent, of the Company.
SIXTH: The Shares shall bear:
(A) the expenses of qualification of Shares for sale in connection
with such public offerings in such states as shall be selected by the
Distributor, and of continuing the qualification therein until the Distributor
notifies the Company that it does not wish such qualification continued; and
(B) all legal expenses in connection with the foregoing.
3
<PAGE> 4
SEVENTH:
(A) The Distributor shall bear the expenses of printing from the
final proof and distributing the prospectuses and statements of additional
information for the Shares (including supplements thereto) relating to public
offerings made by the Company pursuant to such prospectuses (which shall not
include those prospectuses and statements of additional information, and
supplements thereto, to be distributed to existing shareholders of the Shares),
and any other promotional or sales literature used by the Distributor or
furnished by the Distributor to dealers in connection with such public
offerings, and expenses of advertising in connection with such public
offerings.
(B) Subject to the limitations, if any, of applicable law
including the NASD Rules of Fair Practice regarding asset-based sales charges,
the Company shall pay to the Distributor as a reimbursement for all or a
portion of such expenses, or as reasonable compensation for distribution of the
Shares, an asset-based sales charge in an amount equal to 0.75% per annum of
the average daily net asset value of the Shares of each Portfolio from time to
time (the "Distributor's 12b-1 Share"), such sales charge to be payable
pursuant to the distribution plan adopted pursuant to Rule 12b-1 under the 1940
Act (the "Plan"). The Distributor's 12b-1 Share shall be a percentage, which
shall be recomputed periodically (but not less than monthly) in accordance with
Exhibit A to this Agreement. The Distributor's 12b-1 Share shall accrue daily
and be paid to the Distributor as soon as practicable after the end of each
calendar month within which it accrues but in any event within 10 business days
after the end of each such calendar month (unless the Distributor shall specify
a later date in written instructions to the Company) provided, however, that
any notices and calculation required by Section EIGHTH: (B) and (C) have been
received by the Company.
(C) The Distributor shall maintain adequate books and records to
permit calculations periodically (but not less than monthly) of, and shall
calculate on a monthly basis, the Distributor's 12b-1 Share to be paid to the
Distributor. The Company shall be entitled to rely on Distributor's books,
records and calculations relating to Distributor's 12b-1 Share.
EIGHTH:
(A) The Distributor may, from time to time, assign, transfer or
pledge ("Transfer") to one or more designees (each an "Assignee"), its rights
to all or a designated portion of (i) the Distributor's 12b-1 Share (but not
the Distributor's duties and obligations pursuant hereto or pursuant to the
Plan), and (ii) the Distributor's Earned CDSC, free and clear of any offsets or
claims the Company may have against the Distributor. Each such Assignee's
ownership interest in a Transfer of a designated portion of a Distributor's
12b-1 Share and a Distributor's Earned CDSC is hereinafter referred to as an
"Assignee's 12b-1 Portion" and an "Assignee's CDSC Portion," respectively. A
Transfer pursuant to this Section EIGHTH: (A) shall not reduce or extinguish
any claim of the Company against the Distributor.
(B) The Distributor shall promptly notify the Company in writing
of each Transfer pursuant to Section EIGHTH: (A) by providing the Company with
the name and address of each such Assignee.
(C) The Distributor may direct the Company to pay directly to an
Assignee such Assignee's 12b-1 Portion and Assignee's CDSC Portion. In such
event, Distributor shall provide
4
<PAGE> 5
the Company with a monthly calculation of (i) the Distributor's Earned CDSC and
Distributor's 12b-1 Share and (ii) each Assignee's 12b-1 Portion and Assignee's
CDSC Portion, if any, for such month (the "Monthly Calculation"). The Monthly
Calculation shall be provided to the Company by the Distributor promptly after
the close of each month or such other time as agreed to by the Company and the
Distributor which allows timely payment of the Distributor's 12b-1 Share and
Distributor's Earned CDSC and/or the Assignee's 12b-1 Portion and Assignee's
CDSC Portion. The Company shall not be liable for any interest on such
payments occasioned by delayed delivery of the Monthly Calculation by the
Distributor. In such event following receipt from the Distributor of (i)
notice of Transfer referred to in Section EIGHTH: (B) and (ii) each Monthly
Calculation, the Company shall make all payments directly to the Assignee or
Assignees in accordance with the information provided in such notice and
Monthly Calculation, on the same terms and conditions as if such payments were
to be paid directly to the Distributor. The Company shall be entitled to rely
on Distributor's notices, and Monthly Calculations in respect of amounts to be
paid pursuant to this Section EIGHTH: (B).
(D) Alternatively, in connection with a Transfer the Distributor
may direct the Company to pay all of such Distributor's 12b-1 Share and
Distributor's Earned CDSC 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 and Distributor's
Earned CDSC between the Assignee's 12b-1 Portion and Assignee's CDSC 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") and of the Distributor's Earned CDSC (such
balance, when distributed to the Distributor by the depository or collection
agent, the "Distributor's Earned CDSC Portion"), in which case only the
Distributor's 12b-1 Portion and Distributor's Earned CDSC Portion may be
subject to offsets or claims the Company may have against the Distributor.
(E) The Company shall not amend the Plan to reduce the amount payable
to the Distributor or any Assignee under Section SEVENTH: (B) hereof with
respect to the Shares for any Shares which have been issued prior to the date
of such amendment.
NINTH: The Distributor will accept orders for the purchase of Shares
only to the extent of purchase orders actually received and not in excess of
such orders, and it will not avail itself of any opportunity of making a profit
by expediting or withholding orders.
TENTH:
(A) Pursuant to the Plan and this Agreement, the Distributor shall
enter into Shareholder Service Agreements with investment dealers, financial
institutions and certain 401(K) plan service providers (collectively "Service
Providers") selected by the Distributor for the provision of certain continuing
personal services to customers of such Service Providers who have purchased
Shares. Such agreements shall authorize Service Providers to offer and sell
the Shares to the public upon the terms and conditions set forth therein, which
shall not be inconsistent with the provisions of this Agreement. Each
Shareholder Service Agreement shall provide that the Service Provider shall act
as principal, and not as an agent of the Company.
(B) Shareholder Service Agreements may provide that the Service
Providers may receive a service fee in the amount of .25% of the average daily
net assets of the Shares held by customers of such Service Providers provided
that such Service Providers furnish continuing
5
<PAGE> 6
personal shareholder services to their customers in respect of such Shares.
The continuing personal services to be rendered by Service Providers under the
Shareholder Service Agreements may include, but shall not be limited to, some
or all of the following: distributing sales literature; answering routine
customer inquiries concerning the Company; assisting customers in changing
dividend elections, options, account designations and addresses, and in
enrolling in any of several special investment plans offered in connection with
the purchase of Shares; assisting in the establishment and maintenance of or
establishing and maintaining customer accounts and records and the processing
of purchase and redemption transactions; performing subaccounting; investing
dividends and any capital gains distributions automatically in the Company's
shares; providing periodic statements showing a customer's account balance and
the integration of such statements with those of other transactions and
balances in the customer's account serviced by the Service Provider; forwarding
applicable prospectus, proxy statements, reports and notices to customers who
hold Shares and providing such other information and services as the Company or
the customers may reasonably request.
(C) The Distributor may advance service fees payable to Service
Providers pursuant to the Plan or any other distribution plan adopted by the
Company with respect to Shares of one or more of the Portfolios pursuant to
Rule 12b-1 under the 1940 Act; and thereafter the Distributor may be reimbursed
for such advances through retention of service fee payments during the period
for which the service fees were advanced.
ELEVENTH: The Company and the Distributor shall each comply with all
applicable provisions of the 1940 Act, the Securities Act of 1933, as amended,
and of all other federal and state laws, rules and regulations governing the
issuance and sale of the Shares.
TWELFTH:
(A) In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Distributor, the Company shall indemnify the Distributor against any and
all claims, demands, liabilities and expenses which the Distributor may incur
under the Securities Act of 1933, or common law or otherwise, arising out of or
based upon any alleged untrue statement of a material fact contained in any
registration statement or prospectus of the Shares, or any omission to state a
material fact therein, the omission of which makes any statement contained
therein misleading, unless such statement or omission was made in reliance
upon, and in conformity with, information furnished to the Company in
connection therewith by or on behalf of the Distributor. The Distributor shall
indemnify the Company and the Shares against any and all claims, demands,
liabilities and expenses which the Company or the Shares may incur arising out
of or based upon (i) any act or deed of the Distributor or its sales
representatives which has not been authorized by the Company in its prospectus
or in this Agreement and (ii) the Company's reliance on the Distributor's
books, records, calculations and notices in Sections FOURTH: (E), SEVENTH: (C),
EIGHTH: (B), EIGHTH: (C) and EIGHTH: (D).
(B) The Distributor shall indemnify the Company and the Shares
against any and all claims, demands, liabilities and expenses which the Company
or the Shares may incur under the Securities Act of 1933, as amended, or common
law or otherwise, arising out of or based upon any alleged untrue statement of
a material fact contained in any registration statement or prospectus of the
Shares, or any omission to state a material fact therein if such statement or
6
<PAGE> 7
omission was made in reliance upon, and in conformity with, information
furnished to the Company in connection therewith by or on behalf of the
Distributor.
(C) Notwithstanding any other provision of this Agreement, the
Distributor shall not be liable for any errors of the transfer agent(s) of the
Shares, or for any failure of any such transfer agent to perform its duties.
THIRTEENTH: Nothing herein contained shall require the Company to
take any action contrary to any provision of its Articles of Incorporation or
to any applicable statute or regulation.
FOURTEENTH: This Agreement shall become effective with respect to the
Shares of each Portfolio upon its approval by the Board of Directors of the
Company and by vote of a majority of the Company's directors who are not
interested parties to this Agreement or "interested persons" (as defined in
Section 2(a)(19) of the 1940 Act) of any party to this Agreement cast in person
at a meeting called for such purpose, shall continue in force and effect until
June 30, 1995, and from year to year thereafter, provided, that such
continuance is specifically approved with respect to the Shares of each
Portfolio at least annually (a)(i) by the Board of Directors of the Company or
(ii) by the vote of a majority of the outstanding Shares of such class of such
Portfolio, and (b) by vote of a majority of the Company's directors who are not
parties to this Agreement or "interested persons" (as defined in Section
2(a)(19) of the 1940 Act) of any party to this Agreement cast in person at a
meeting called for such purpose.
FIFTEENTH:
(A) This Agreement may be terminated with respect to the Shares of
any Portfolio, at any time, without the payment of any penalty, by vote of the
Board of Directors of the Company or by vote of a majority of the outstanding
Shares of such Portfolio, or by the Distributor, on sixty (60) days' written
notice to the other party; and
(B) This Agreement shall also automatically terminate in the event
of its assignment, the term "assignment" having the meaning set forth in
Section 2(a)(4) of the 1940 Act; provided, that, subject to the provisions of
the following sentence, if this Agreement is terminated for any reason, the
obligations of the Company and the Distributor pursuant to Sections FOURTH:
(D), FOURTH: (E), SEVENTH: (B), SEVENTH: (C), EIGHTH: (A) through (E) and
TWELFTH: (A) of this Agreement will continue and survive any such termination.
Notwithstanding the foregoing, upon Complete Termination of the Plan (as such
term is defined in Section 8 of the Plan in effect at the date of this
Agreement), the obligations of the Company pursuant to the terms of Sections
SEVENTH: (B), EIGHTH: (A), EIGHTH: (C), EIGHTH: (D) and EIGHTH: (E) (with
respect to payments of Distributor's 12b-1 Share and Assignee's 12b-1 Portion)
of this Agreement shall terminate. A termination of the Plan with respect to
any or all Shares of any or all Portfolios shall not affect the obligations of
the Company pursuant to Sections FOURTH: (D), EIGHTH: (A), EIGHTH: (C), EIGHTH:
(D) and EIGHTH: (E) (with respect to payments of Distributor's Earned CDSC or
Assignee's CDSC Portion) hereof or of the obligations of the Distributor
pursuant to Section FOURTH: (E) or EIGHTH: (B) hereof.
(C) The Transfer of the Distributor's rights to Distributor's
12b-1 Share or Distributor's Earned CDSC shall not cause a termination of this
Agreement or be deemed to be an assignment for purposes of Section FIFTEENTH:
(B) above.
7
<PAGE> 8
SIXTEENTH: Any notice under this Agreement shall be in writing,
addressed and delivered, or mailed postage prepaid, to the other party at such
address as the other party may designate for the receipt of notices. Until
further notice to the other party, the addresses of both the Company and the
Distributor shall be 11 Greenway Plaza, Suite 1919, Houston, Texas 77046-1173.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate on the day and year first above written.
AIM INTERNATIONAL FUNDS, INC.
By: /s/ Charles T. Bauer
-----------------------------------
Charles T. Bauer
Chairman
Attest:
/s/ P. Michelle Grace
- ------------------------------
Assistant Secretary
A I M DISTRIBUTORS, INC.
By: /s/ Robert H. Graham
-----------------------------------
Robert H. Graham
Executive Vice President
Attest:
/s/ Stephen I. Winer
- ------------------------------
Assistant Secretary
8
<PAGE> 9
SCHEDULE A
AIM INTERNATIONAL FUNDS, INC.
CLASS B SHARES
AIM International Equity Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
9
<PAGE> 10
EXHIBIT A
The Distributor's 12b-1 Share in respect of each Portfolio
shall be 100 percent until such time as the Distributor shall cease to serve as
exclusive distributor of the Shares of such Portfolio and thereafter shall be a
percentage, recomputed first on the date of any termination of the
Distributor's services as exclusive distributor of Shares of any Portfolio and
thereafter periodically (but not less than monthly), representing the
percentage of Shares of such Portfolio outstanding on each such computation
date allocated to the Distributor in accordance with the following rules:
1. DEFINITIONS. For purposes of this Exhibit A defined
terms used herein shall have the meaning assigned to such terms in the
Distribution Agreement and the following terms shall have the following
meanings:
"Commission Shares" shall mean shares of the
Portfolio or another portfolio the redemption of which would, in the absence of
the application of some standard waiver provision, give rise to the payment of
a CDSC and shall include Commission Shares which due to the expiration of the
CDSC period no longer bear a CDSC.
"Distributor" shall mean the Distributor.
"Other Distributor" shall mean each person appointed
as the exclusive distributor for the Shares of the Portfolio after the
Distributor ceases to serve in that capacity.
2. ALLOCATION RULES. In determining the Distributor's
12b-1 Share in respect of a particular Portfolio:
(a) There shall be allocated to the Distributor
and each Other Distributor all Commission Shares of such Portfolio which were
sold while such Distributor or such Other Distributor, as the case may be, was
the exclusive distributor for the Shares of the Portfolio, determined in
accordance with the transfer records maintained for such Portfolio.
(b) Reinvested Shares: On the date that any
Shares are issued by a Portfolio as a result of the reinvestment of dividends
or other distributions, whether ordinary income, capital gains or
exempt-interest dividend or distributions ("Reinvested Shares"), Reinvested
Shares shall be allocated to the Distributor and each Other Distributor in a
number obtained by multiplying the total number of Reinvested Shares issued on
such date by a fraction, the numerator of which is the total number of all
Shares outstanding in such Fund as of the opening of business on such date and
allocated to the Distributor or Other Distributor as of such
A-1
<PAGE> 11
date of determination pursuant to these allocation procedures and the
denominator is the total number of Shares outstanding as of the opening of
business on such date.
(c) Exchange Shares: There shall be allocated to
the Distributor and each Other Distributor, as the case may be, all Commission
Shares of such Portfolio which were issued during or after the period referred
to in (a) as a consequence of one or more free exchanges of Commission Shares
of the Portfolio or of another portfolio (other than Free Appreciation Shares)
(the "Exchange Shares"), which in accordance with the transfer records
maintained for such Portfolio can be traced to Commission Shares of the
Portfolio or another portfolio initially issued by the Company or such other
portfolio during the time the Distributor or such Other Distributor, as the
case may be, was the exclusive distributor for the Shares of the Portfolio or
such other portfolio.
(d) Free Appreciation Shares: Shares (other than
Exchange Shares) that were acquired by the holders of such Shares in a free
exchange of Shares of any other Portfolio, which represent the appreciated
value of the Shares of the exiting portfolio over the initial purchase price
paid for the Shares being redeemed and exchanged and for which the original
purchase date and the original purchase price are not identified on an on-going
basis, shall be allocated to the Distributor and each Other Distributor ("Free
Appreciation Shares") daily in a number obtained by multiplying the total
number of Free Appreciation Shares issued by the exiting portfolio on such date
by a fraction, the numerator of which is the total number of all Shares
outstanding as of the opening of business on such date allocated to the
Distributor or such Other Distributor as of such date of determination pursuant
to these allocation procedures and the denominator is the total number of
Shares outstanding as of the opening of business on such date.
(e) Redeemed Shares: Shares (other than
Reinvested Shares and Free Appreciation Shares) that are redeemed will be
allocated to the Distributor and each Other Distributor to the extent such
Share was previously allocated to the Distributor or such Other Distributor in
accordance with the rules set forth in 2(a) or (c) above. Reinvested Shares
and Free Appreciation Shares that are redeemed will be allocated to the
Distributor and each Other Distributor daily in an amount equal to the number
of Free Appreciation Shares and Reinvested Shares of such Portfolio being
redeemed on such date, which amount is obtained by multiplying the total number
of Free Appreciation Shares and Reinvested Shares being redeemed by such
Portfolio on such date by a fraction, the numerator of which is the total
number of all Free Appreciation Shares and Reinvested Shares of such Portfolio
outstanding as of the opening of business on such date and the denominator is
the total number of Free Appreciation Shares and Reinvested Shares of such
Portfolio outstanding as of the opening of business on such date.
A-2
<PAGE> 1
[AIM LOGO APPEARS HERE] EXHIBIT 6(b)
A I M DISTRIBUTORS, INC.
SELECTED DEALER AGREEMENT
FOR INVESTMENT COMPANIES MANAGED
BY A I M ADVISORS, INC.
TO THE UNDERSIGNED SELECTED DEALER:
Gentlemen:
A I M Distributors, Inc., as the exclusive national distributor of shares of
the common stock (the "Shares") of the registered investment companies listed
on Schedule A attached hereto which may be amended from time to time by us (the
"Funds"), understands that you are a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD"), or, if a foreign dealer, that
you agree to abide by all of the rules and regulations of the NASD for purposes
of this Agreement (which you confirm by your signature below). In consideration
of the mutual covenants stated below, you and we hereby agree as follows:
1 Sales of Shares through you will be at the public offering price of such
Shares (the net asset value of the Shares plus any sales charge applicable
to such Shares), as determined in accordance with the then effective
prospectus used in connection with the offer and sale of Shares
(the "Prospectus"), which public offering price may reflect scheduled
variations in, or the elimination of, the Sales Charge on sales of the
Funds' Shares either generally to the public or in connection with special
purchase plans, as described in the Prospectus. You agree that you will
apply any scheduled variation in, or elimination of, the Sales Charge
uniformly to all offerees in the class specified in the Prospectus.
2 You agree to purchase Shares solely through us and only for the purpose of
covering purchase orders already received from customers or for your own
bona fide investment. You agree not to purchase for any other securities
dealer unless you have an agreement with such other dealer or broker to
handle clearing arrangements and then only in the ordinary course of
business for such purpose and only if such other dealer has executed a
Selected Dealer Agreement with us. You also agree not to withhold any
customer order so as to profit therefrom.
3 The procedures relating to the handling of orders shall be subject to
instructions which we will forward from time to time to all selected
dealers with whom we have entered into a Selected Dealer Agreement. The
minimum initial order shall be specified in the Funds' then current
prospectuses. All purchase orders are subject to receipt of Shares by us
from the Funds concerned and to acceptance of such orders by us. We reserve
the right in our sole descretion to reject any order.
4 With respect to the Funds the Shares of which are indicated on the attached
Schedule as being sold with a Sales Charge (the "Load Funds"), you will be
allowed the concessions from the public offering price provided in the
Load Funds' prospectus. With respect to the Funds, the Shares of which are
indicated on the attached Schedule A as being sold with a contingent
deferred sales charge (the "CDSC Funds"), you will be paid a commission or
consession as disclosed in the CDSC Fund's then current prospectus. Wtih
respect to the Funds whose Shares are indicated on the attached Schedule as
being sold without a Sales Charge or a contingent deferred sales charge
(the "No-Load Funds"), you may charge a reasonable administrative fee. For
the purpose of this Agreement the terms "Sales Charge" and "Dealer
Commission" apply only to the Load Funds and the CDSC Funds. All commissions
and concessions are subject to change without notice by us and will comply
with any changes in regulatory requirements. You agree that you will not
combine customer orders to reach breakpoints in commissions for any purpose
whatsoever unless authorized by the Prospectus or by us in writing.
5 You agree that your transactions in shares of the Funds will be limited to
(a) the purchase of Shares from us for resale to your customers at the
public offering price then in effect or for your own bona fide investment,
(b) exchanges of Shares between Funds, as permitted by the Funds' then
current registration statement (which includes the Prospectus) and in
accordance with procedures as they may be modified by us from time to time,
and (c) transactions involving the redemption of Shares by a Fund or the
repurchase of Shares by us as an accommodation to shareholders. Redemptions
by a Fund and repurchases by us will be effected in the manner and upon the
terms described in the Prospectus. We will, upon your request, assist you
in processing such orders for redemptions or repurchases. To facilitate
prompt payment following a redemption or repurchase of Shares, the owner's
signature shall appear as registered on the Funds' records and, as
described in the Prospectus, it may be required to be guaranteed by a
commercial bank, trust company or a member of a national securities
exchange.
<PAGE> 2
6 Sales and exchages of Shares may only be made in those states and
jurisdictions where the Shares are registered or qualified for sale to the
public. We agree to advise you currently of the identity of those states
and jurisdictions in which the Shares are registered or qualified for sale,
and you agree to indemnify us and/or the Funds for any claim, liability,
expense or loss in any way arising out of a sale of Shares in any state or
jurisdiction in which such Shares are not so registered or qualified.
7 We shall accept orders only on the basis of the then current offering
price. You agree to place orders in respect of Shares immediately upon the
receipt of orders from your customers for the same number of shares. Orders
which you receive from your customers shall be deemed to be placed with us
when received by us. Orders which you receive prior to the close of
business, as defined in the Prospectus, and placed with us within the time
frame set forth in the Prospectus shall be priced at the offering price
next computed after they are received by you. We will not accept from you
a conditional order on any basis. All orders shall be subject to
confirmation by us.
8 Your customer will be entitled to a reduction in the Sales Charge on
purchases made under a Letter of Intent or Right of Accumulation described
in the Prospectus. In such case, your Dealer's Concession will be based
upon such reduced Sales Charge; however, in the case of a Letter of Intent
signed by your customer, an adjustment to a higher Dealer's Concesssion
will thereafter be made to reflect actual purchases by your customer if he
should fail to fulfil his Letter of Intent. When placing wire trades, you
agree to advise us of any Letter of Intent signed by your customer or of
any Right of Accumulation available to him of which he has made you aware.
If you fail to so advise us, you will be liable to us for the return of
any commissions plus interest thereon.
9 You and we agree to abide by the Rules of Fair Practice of the NASD and all
other federal and state rules and regulations that are now or may become
applicable to transactions hereunder. Your expulsion from the NASD will
automatically terminate this Agreement without notice. Your suspension from
the NASD or a violation by you of applicable state and federal laws and
rules and regulations of authorized regulatory agencies will terminate this
Agreement effective upon notice received by you from us. You agree that it
is your responsibility to determine the suitability of any Shares as
investments for your customers, and that AIM Distributors has no
responsibility for such determination.
10 With respect to the Load Funds and the CDSC Funds, and unless otherwise
agreed, settlement shall be made at the offices of the Funds' transfer
agent within three (3) business days after our acceptance of the order. With
respect to the No-Load Funds, settlement will be made only upon receipt by
the Fund of payment in the form of federal funds. If payment is not so
received or made within ten (10) business days of our acceptance of the
order, we reserve the right to cancel the sale or, at our option, to sell
the Shares to the Funds at the then prevailing net asset value. In this
event, or in the event that you cancel the trade for any reason, you agree
to be responsible for any loss resulting to the Funds or to us from your
failure to make payments as aforesaid. You shall not be entitled to any
gains generated thereby.
11 If any Shares of any of the Load Funds sold to you under the terms of this
Agreement are redeemed by the Fund or repurchased for the account of the
Funds or are tendered to the Funds for redemption or repurchase within
seven (7) business days after the date of our confirmation to you of your
original purchase order therefore, you agree to pay forthwith to us the
full amount of the concession allowed to you on the original sale and we
agree to pay such amount to the Fund when received by us. We also agree to
pay to the Fund the amount of our share of the Sales Charge on the original
sale of such Shares.
12 Any order placed by you for the repurchase of Shares of a Fund is subject
to the timely receipt by the Fund's transfer agent of all required
documents in good order. If such documents are not received within a
reasonable time after the order is placed, the order is subject to
cancellation, in which case you agree to be responsible for any loss
resulting to the Fund or to us from such cancellation.
13 We reserve the right in our discretion without notice to you to suspend
sales or withdraw any offering of Shares entirely, to change the offering
prices as provided in the Prospecutus or, upon notice to you, to amend or
cancel this Agreement. You agree that any order to purchase Shares of the
Funds placed by you after notice of any amendment to this Agreement has
been sent to you shall constitute your agreement to any such amendment.
14 In every transaction, we will act as agent for the Fund and you will act as
principal for your own account. You have no authority whatsoever to act as
our agent or as agent for the Funds, any other Selected Dealer or the
Funds' transfer agent and nothing in this Agreement shall serve to appoint
you as an agent of any of the foregoing in connection with transactions
with your customers or otherwise.
15 No person is authorized to make any representations concerning the Funds or
their Shares except those contained in the Prospectus and any such
information as may be released by us as information supplemental to the
Prospectus. If you should make such unauthorized representaion, you agree
to indemnify the Funds and us from and against any and all claims,
liability, expense or loss in any way arising out of or in any way
connected with such representation.
<PAGE> 3
16 We will supply you with copies of the Prospectuses and Statements of
Additional Information of the Funds (including any amendments thereto) in
reasonable quantities upon request. You will provide all customers with a
Prospectus prior to or at the time such customer purchases Shares. You will
provide any customer who so requests a copy of the Statement of Additional
Information on file with the U.S. Securities and Exchange Commission.
17 You shall be solely responsible for the accuracy, timeliness and
completeness of any orders transmitted by you on behalf of your customers
by wire or telephone for purchases, exchanges or redemptions, and shall
indemnify us against any claims by your customers as a result of your
failure to properly transmit their instructions.
18 No advertising or sales literature, as such terms are defined by the NASD,
of any kind whatsoever will be used by you with respect to the Funds or us
unless first provided to you by us or unless you have obtained our prior
written approval.
19 All expenses incurred in connection with your activities under this
Agreement shall be borne by you.
20 This Agreement shall not be assignable by you. This Agreement shall be
constructed in accordance with the laws of the State of Texas.
21 Any notice to you shall be duly given if mailed or telegraphed to you at
your address as registered from time to time with the NASD.
22 This Agreement constitutes the entire agreement between the undersigned and
supersedes all prior oral or written agreements between the parties hereto.
A I M DISTRIBUTORS, INC.
Date: By: X /s/ MICHAEL J. CEMO
------------------ ---------------------------------------
The undersigned accepts your invitation to become a Selected Dealer and agrees
to abide by the foregoing terms and conditions. The undersigned acknowledges
receipt of prospectuses for use in connection with offers and sales of the
Funds.
Date: By: X
------------------ --------------------------------------
Signature
--------------------------------------
Print Name Title
--------------------------------------
Dealer's Name
--------------------------------------
Address
--------------------------------------
City State Zip
Please sign both copies and return one copy of each to:
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
05/95
<PAGE> 4
[AIM LOGO APPEARS HERE]
A I M DISTRIBUTORS, INC.
SCHEDULE "A" TO
SELECTED DEALER AGREEMENT
<TABLE>
<CAPTION>
Shares Sold Shares Sold
Fund With Sales Charges With CDSC
- --------------------------------------------------------------------------------
<S> <C> <C>
AIM Aggressive Growth Fund Yes No
AIM Balanced Fund Yes Yes
AIM Charter Fund Yes Yes
AIM Constellation Fund Yes No
AIM Global Aggressive Growth Fund Yes Yes
AIM Global Growth Fund Yes Yes
AIM Global Income Fund Yes Yes
AIM Global Utilities Fund Yes Yes
AIM Government Securities Fund Yes Yes
AIM Growth Fund Yes Yes
AIM High Yield Fund Yes Yes
AIM Income Fund Yes Yes
AIM International Equity Fund Yes Yes
AIM Limited Maturity Treasury Shares Yes No
AIM Money Market Fund Class A Yes Yes
AIM Money Market Fund Class C No No
AIM Municipal Bond Fund Yes Yes
AIM Tax-Exempt Bond Fund of Connecticut Yes No
AIM Tax-Exempt Cash Fund No No
AIM Tax-Free Intermediate Shares Yes No
AIM Value Fund Yes Yes
AIM Weingarten Fund Yes Yes
</TABLE>
A I M Distributors may from time to time make payments of finders fees
or sponsor other incentive programs as described in the applicable fund
prospectus and statement of additional information, which are incorporated
herein by reference as they may be amended from time to time.
Trades at $1 million and over breakpoint automatically subject to CDSC with
exception of AIM Limited Maturity Treasury Shares, AIM Money Market Fund
Class C, AIM Tax-Exempt Cash Fund and AIM Tax-Free Intermediate Shares.
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
05/95
<PAGE> 1
[AIM LOGO APPEARS HERE] EXHIBIT 6(c)
A I M DISTRIBUTORS, INC.
BANK ACTING AS AGENT
FOR ITS CUSTOMERS
Agreement Relating to Shares
of AIM Family of Mutual Funds
(Confirmation and Prospectus to be sent by A I M Distributors,
Inc. to Customer)
A I M Distributors, Inc. is the exclusive national distributor of the shares of
the registered investment companies listed on Schedule A hereto which may be
amended from time to time by us (the "Funds"). As exclusive agent for the
Funds, we are offering to make available shares of common stock or of
beneficial interest, as the case may be, of the Funds (the "Shares") for
purchase by your customers on the following terms:
1 In all sales of Shares you shall act as agent for your customers, and in no
transaction shall you have any authority to act as agent for any Fund or
for us.
2 The customers in question are, for all purposes, your customers and not
customers of A I M Distributors, Inc. In receiving orders from your
customers who purchase Shares, A I M Distributors, Inc. is not soliciting
such customers and, therefore, has no responsibility for determining
whether Shares are suitable investments for such customers.
3 It is hereby understood that in all cases in which you place orders with us
for the purchase of Shares (a) you are acting as agent for the customer;
(b) the transactions are without recourse against you by the customer; (c)
as between you and the customer, the customer will have full beneficial
ownership of the securities; (d) each such transaction is initiated solely
upon the order of the customer; and (e) each such transaction is for the
account of the customer and not for your account.
4 Orders received from you will be accepted by us only at the public offering
price applicable to each order, as established by the then current
Prospectus of the appropriate Fund, subject to the discounts (defined
below) provided in such Prospectus. Following receipt from you of any order
to purchase Shares for the account of a customer, we shall confirm such
order to you in writing. We shall be responsible for sending your customer
a written confirmation of the order with a copy of the appropriate Fund's
current Prospectus. We shall send you a copy of such confirmation.
Additional instructions may be forwarded to you from time to time. All
orders are subject to acceptance or rejection by us in our sole discretion.
5 Members of the general public, including your customers, may purchase
Shares only at the public offering price determined in the manner described
in the current Prospectus of the appropriate Fund. With respect to the
Funds, the Shares of which are indicated on the attached Schedule A as
being sold with a sales charge (i.e. the "Load Funds"), you will be allowed
to retain a commission or concession from the public offering price
provided in such Load Funds' current Prospectus. With respect to the Funds,
the Shares of which are indicated on the attached Schedule A as being sold
with a contingent deferred sales charge (the "CDSC Funds"), you will be
paid a commission or concession as disclosed in the CDSC Fund's then
current prospectus. With respect to the Funds whose Shares are indicated on
the attached Schedule as being sold without a sales charge or a contingent
deferred sales charge, (i.e. the "No-Load Funds"), you will not be allowed
to retain any commission or concession. All commissions or concessions set
forth in any of the Load Funds' or CDSC Funds' Prospectus are subject to
change without notice by us and will comply with any changes in regulatory
requirements.
6 The tables of sales charges and discounts set forth in the current
Prospectus of each Fund are applicable to all purchases made at any one
time by any "purchaser", as defined in the current Prospectus. For this
purpose, a purchaser may aggregate concurrent purchases of securities of
any of the Funds.
7 Reduced sales charges may also be available as a result of quantity
discounts, rights of accumulation or letters of intent. Further information
as to such reduced sales charges, if any, is set forth in the appropriate
Fund Prospectus. In such case, your discount will be based upon such
reduced sales charge; however, in the case of a letter of intent signed by
your customer, an adjustment to a higher discount will thereafter be made
to reflect actual purchases by your customer if he should fail to fulfill
his letter of intent. You agree to advise us promptly as to the amounts of
any sales made by you to your customers qualifying for reduced sales
charges. If you fail to so advise us of any letter of intent signed by your
customer or of any right of accumulation available to him of which he has
made you aware, you will be liable to us for the return of any discount
plus interest thereon.
8 By accepting this Agreement you agree:
a. that you will purchase Shares only from us;
b. that you will purchase Shares from us only to cover purchase orders
already received from your customers; and
c. that you will not withhold placing with us orders received from your
customers so as to profit yourself as a result of such withholdings.
9 We will not accept from you a conditional order for Shares on any basis.
10 Payment for Shares ordered from us shall be in the form of a wire transfer
or a cashiers check mailed to us. Payment shall be made within three (3)
business days after our acceptance of the order placed on behalf of your
customer. Payment shall be equal to the public offering price less the
discount retained by you hereunder.
<PAGE> 2
11 If payment is not received within ten (10) business days of our acceptance
of the order, we reserve the right to cancel the sale or, at our option, to
sell Shares to the Fund at the then prevailing net asset value. In this
event you agree to be responsible for any loss resulting to the Fund from
the failure to make payment as aforesaid.
12 Shares sold hereunder shall be available in book-entry form on the books of
the Funds' Transfer Agent unless other instructions have been given.
13 No person is authorized to make any representations concerning Shares of
any Fund except those contained in the applicable current Prospectus and
printed information subsequently issued by the appropriate Fund or by us as
information supplemental to such Prospectus. You agree that you will not
make Shares available to your customers except under circumstances that
will result in compliance with the applicable Federal and State Securities
and Banking Laws and that you will not furnish to any person any
information contained in the then current Prospectus or cause any
advertisement to be published in any newspaper or posted in any public
place without our consent and the consent of the appropriate Fund.
14 Sales and exchanges of Shares may only be made in those states and
jurisdictions where Shares are registered or qualified for sale to the
public. We agree to advise you currently of the identity of those states
and jurisdictions in which the Shares are registered or qualified for
sales, and you agree to indemnify us and/or the Funds for any claim,
liability, expense or loss in any way arising out of a sale of Shares in
any state or jurisdiction not identified by us as a state or jurisdiction
in which such Shares are so registered or qualified. We agree to indemnify
you for any claim, liability, expense or loss in any way arising out of a
sale of shares in any state or jurisdiction identified by us as a state or
jurisdiction in which shares are so registered or qualified.
15 You shall be solely responsible for the accuracy, timeliness and
completeness of any orders transmitted by you on behalf of your customers
by wire or telephone for purchases, exchanges or redemptions, and shall
indemnify us against any claims by your customers as a result of your
failure to properly transmit their instructions.
16 All sales will be made subject to our receipt of Shares from the
appropriate Fund. We reserve the right, in our discretion, without notice,
to modify, suspend or withdraw entirely the offering of any Shares and,
upon notice, to change the sales charge or discount or to modify, cancel or
change the terms of this Agreement. You agree that any order to purchase
Shares of the Funds placed by you after any notice of amendment to this
Agreement has been sent to you shall constitute your agreement to any such
agreement.
17 The names of your customers shall remain your sole property and shall not
be used by us for any purpose except for servicing and information mailings
in the normal course of business to Fund Shareholders.
18 Your acceptance of this Agreement constitutes a representation that you are
a "Bank" as defined in Section 3(a)(6) of the Securities Exchange Act of
1934, as amended, and are duly authorized to engage in the transactions to
be performed hereunder.
All communications to us should be sent to A I M Distributors, Inc., Eleven
Greenway Plaza, Suite 1919, Houston, Texas 77046. Any notice to you shall
be duly given if mailed or telegraphed to you at the address specified by
you below or to such other address as you shall have designated in writing
to us. This Agreement shall be construed in accordance with the laws of the
State of Texas.
A I M DISTRIBUTORS, INC.
Date: By: X /s/ MICHAEL J. CEMO
------------------ ---------------------------------------
The undersigned agrees to abide by the foregoing terms and conditions.
Date: By: X
------------------ --------------------------------------
Signature
--------------------------------------
Print Name Title
--------------------------------------
Dealer's Name
--------------------------------------
Address
--------------------------------------
City State Zip
Please sign both copies and return one copy of each to:
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
05/95
<PAGE> 3
[AIM LOGO APPEARS HERE]
A I M DISTRIBUTORS, INC.
SCHEDULE "A" TO
BANK SELLING GROUP AGREEMENT
<TABLE>
<CAPTION>
Shares Sold Shares Sold
Fund With Sales Charges With CDSC
- --------------------------------------------------------------------------------
<S> <C> <C>
AIM Aggressive Growth Fund Yes No
AIM Balanced Fund Yes Yes
AIM Charter Fund Yes Yes
AIM Constellation Fund Yes No
AIM Global Aggressive Growth Fund Yes Yes
AIM Global Growth Fund Yes Yes
AIM Global Income Fund Yes Yes
AIM Global Utilities Fund Yes Yes
AIM Government Securities Fund Yes Yes
AIM Growth Fund Yes Yes
AIM High Yield Fund Yes Yes
AIM Income Fund Yes Yes
AIM International Equity Fund Yes Yes
AIM Limited Maturity Treasury Shares Yes No
AIM Money Market Fund Class A Yes Yes
AIM Money Market Fund Class C No No
AIM Municipal Bond Fund Yes Yes
AIM Tax-Exempt Bond Fund of Connecticut Yes No
AIM Tax-Exempt Cash Fund No No
AIM Tax-Free Intermediate Shares Yes No
AIM Value Fund Yes Yes
AIM Weingarten Fund Yes Yes
</TABLE>
A I M Distributors may from time to time make payments of finders fees
or sponsor other incentive programs as described in the applicable fund
prospectus and statement of additional information, which are incorporated
herein by reference as they may be amended from time to time.
Trades at $1 million and over breakpoint automatically subject to CDSC with
exception of AIM Limited Maturity Treasury Shares, AIM Money Market Fund
Class C, AIM Tax-Exempt Cash Fund and AIM Tax-Free Intermediate Shares.
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
05/95
<PAGE> 1
EXHIBIT 15(a)(5)
AMENDED
MASTER DISTRIBUTION PLAN
OF
AIM INTERNATIONAL FUNDS, INC.
(Class A Shares)
Section 1. AIM International Funds, Inc. (the "Fund") on behalf of
the series of its common stock set forth in Schedule A to this plan (the
"Portfolios"), may act as a distributor of the shares, other than the Class B
shares, of such Portfolios (hereinafter referred to as "Class A 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 Class A
Shares, expenses at the annual rates set forth on Schedule A hereto of the
average daily net assets of each class of shares of the Class A Shares, subject
to any limitations imposed from time to time by applicable rules of the
National Association of Securities Dealers, Inc.
Section 3. Amounts set forth in Section 2 may be used to finance
any activity which is primarily intended to result in the sale of the Class A
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 or as 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
or advanced by Distributors 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.
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 Class A 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 Class A 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
-1-
<PAGE> 2
of Class A Shares to the Dealers' clients and customers
("Customers") who may from time to time directly or beneficially own
Class A 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:
distributing sales literature; answering routine Customer inquiries
concerning the Fund and the Class A Shares; 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 Class A Shares; assisting in the establishment and
maintenance of customer accounts and records and in the processing of
purchase and redemption transactions; investing dividends and capital
gains distributions automatically in Class A Shares and providing such
other information and services as the Fund or the Customer may
reasonably request.
(c) Distributors may also enter into 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
shareholder services to their customers as set forth in the Bank
Agreements from time to time.
(d) Distributors may also enter into agreements
substantially in the form attached hereto as Exhibit C ("401(k) Service
Agreements") with selected providers of 401(k) plans. Such plan
providers will provide services to their customers as set forth in the
401(k) Service Agreements from time to time.
(e) Distributors may also enter into Shareholder
Service Agreements substantially in the form attached hereto as Exhibit
D ("Bank Trust Department Agreements") with selected bank trust
departments. Such bank trust departments will provide shareholder
services to their customers as set forth in the Bank Trust Department
Agreements.
Section 5. This Plan shall not take effect, with respect to the
Class A Shares of AIM Global Aggressive Growth Fund, AIM Global Growth Fund and
AIM Global Income Fund, until it has been approved by a vote of at least a
"majority of the outstanding voting securities" (as defined in the 1940 Act) of
such Class A Shares.
Section 6. This Plan shall not take effect until it has been
approved, together with any related agreements, by votes of the majority of
both (a) the Board of Directors of the Fund and (b) those directors 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 Directors"), cast in person
at a meeting called for the purpose of voting on this Plan or such agreements.
Section 7. Unless sooner terminated pursuant to Section 9, this
Plan shall continue in effect until June 30, 1995 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.
-2-
<PAGE> 3
Section 8. Distributors shall provide to the Fund's Board of
Directors and the Board of Directors 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 Class
A Shares of each Portfolio, at any time by vote of a majority of the
Dis-interested Directors, or by vote of a majority of the outstanding voting
securities of the Class A Shares of such Portfolios. 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 Directors or by a vote of the outstanding voting
securities of the Class A Shares of each 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 INTERNATIONAL FUNDS, INC.
/s/ NANCY L. MARTIN /s/ ROBERT H. GRAHAM
Attest: _________________________ By: _________________________
Assistant Secretary President
Effective as of September 10, 1994, as amended.
-3-
<PAGE> 4
SCHEDULE A TO
MASTER DISTRIBUTION PLAN OF
AIM INTERNATIONAL FUNDS, INC.
<TABLE>
<CAPTION>
MAXIMUM
ASSET BASED SERVICE AGGREGATE
FUND SALES CHARGE FEE ANNUAL FEE
- ---- ------------ ------- ----------
<S> <C> <C> <C>
AIM Global Aggressive Growth Fund 0.25% 0.25% 0.50%
AIM Global Growth Fund 0.25% 0.25% 0.50%
AIM Global Income Fund 0.25% 0.25% 0.50%
AIM International Equity Fund 0.05% 0.25% 0.30%
</TABLE>
-4-
<PAGE> 5
EXHIBIT A
SHAREHOLDER SERVICE AGREEMENT
[LOGO APPEARS HERE] FOR SALE OF SHARES
A I M Distributors, Inc. OF THE AIM MUTUAL FUNDS
This Shareholder Service Agreement (the "Agreement") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act") by each
of the AIM-managed mutual funds (or designated classes of such funds) listed on
Schedule A to this Agreement (the "Funds"), under a Distribution Plan (the
"Plan") adopted pursuant to said Rule. This Agreement, being made between A I M
Distributors, Inc. ("Distributors"), solely as agent for the Funds, and the
undersigned authorized dealer, defines the services to be provided by the
authorized dealer for which it is to receive payments pursuant to the Plan
adopted by each of the Funds. The Plan and the Agreement have been approved by
a majority of the directors of each of the Funds, including a majority of the
directors who are not interested persons of such Funds, and who have no direct
or indirect financial interest in the operation of the Plan or related
agreements (the "Dis-interested Directors"), by votes cast in person at a
meeting called for the purpose of voting on the Plan. Such approval included a
determination that in the exercise of their reasonable business judgement and
in light of their fiduciary duties, there is a reasonable likelihood that the
Plan will benefit such Fund and its shareholders. The Plan has also been
approved by a vote of at least a majority of each of such Funds' (or applicable
class of such Funds) outstanding securities, as defined in the 1940 Act.
1 To the extent that you provide distribution-related continuing personal
shareholder services to customers who may, from time to time, directly or
beneficially own shares of the Funds, including but not limited to,
distributing sales literature, answering routine customer inquiries
regarding the Funds, assisting customers in changing dividend options,
accounting designation and addresses, and in enrolling into any of several
special investment plans offered in connection with the purchase of the
Fund's shares, assisting in the estabishment and maintenance of customer
accounts and records and in the processing of purchase and redemption
transactions, investing dividends and capital gains distributions
automatically in shares and providing such other services as the Funds or
the customer may reasonably request, we, solely as agent for the Funds,
shall pay you a fee periodically or arrange for such fee to be paid to you.
2 The fee paid with respect to each Fund will be calculated at the end of each
payment period (as indicated in Schedule A) for each business day of the
Fund during such payment period at the annual rate set forth in Schedule A
as applied to the average net asset value of the shares of such Fund
purchased or acquired through exchange on or after the Plan Calculation
Date shown for such Fund on Schedule A. Fees calculated in this manner
shall be paid to you only if your firm is the dealer of record at the close
of business on the last business day of the applicable payment period, for
the account in which such shares are held (the "Subject Shares"). In cases
where Distributors has advanced payment to you of the first year's fee for
shares sold at net asset value and subject to contingent deferred sales
charge, no additional payments will be made to you during the first year
the Subject Shares are held.
3 The total of the fees calculated for all of the Funds listed on Schedule A
for any period with respect to which calculations are made shall be paid
to you within 45 days after the close of such period.
4 We reserve the right to withhold payment with respect to the Subject Shares
purchased by you and redeemed or repurchased by the Fund or by us as Agent
within seven (7) business days after the date of our confirmation of such
purchase. We reserve the right at any time to impose minimum fee payment
requirements before any periodic payments will be made to you hereunder.
5 This Agreement does not require any broker-dealer to provide transfer
agency and recordkeeping related services as nominee for its customers.
6 You shall furnish us and the Funds with such information as shall
reasonably be requested either by the directors of the Funds or by us with
respect to the fees paid to you pursuant to this Agreement.
7 We shall furnish the directors of the Funds, for their review on a
quarterly basis, a written report of the amounts expended under the Plan by
us and the purposes for which such expenditures were made.
<PAGE> 6
8 Neither you nor any of your employees or agents are authorized to make any
representation concerning shares of the Funds except those contained in
the then current Prospectus for the Funds, and you shall have no authority
to act as agent for the Funds or for Distributors.
9 We may enter into other similar Shareholder Service Agreements with any
other person without your consent.
10 This Agreement and Schedule A may be amended at any time without your
consent by Distributors mailing a copy of an amendment to you at the address
set forth below. Such amendment shall become effective on the date
specified in such amendment unless you elect to terminate this Agreement
within thirty (30) days of your receipt of such amendment.
11 This Agreement may be terminated with respect to any Fund at any time
without payment of any penalty by the vote of a majority of the directors
of such Fund who are Dis-interested Directors or by a vote of a majority of
the Fund's outstanding shares, on sixty (60) days' written notice. It will
be terminated by any act which terminates either the Fund's Distribution
Agreement with us, the Selected Dealer Agreement between your firm and us
or the Fund's Distribution Plan, and in any event, it shall terminate
automatically in the event of its assignment as that term is defined in the
1940 Act.
12 The provisions of the Distribution Agreement between any Fund and us,
insofar as they relate to the Plan, are incorporated herein by reference.
This Agreement shall become effective upon execution and delivery hereof
and shall continue in full force and effect as long as the continuance of
the Plan and this related Agreement are approved at least annually by a
vote of the directors, including a majority of the Dis-interested
Directors, cast in person at a meeting called for the purpose of voting
thereon. All communications to us should be sent to the address of
Distributors as shown at the bottom of this Agreement. Any notice to you
shall be duly given if mailed or telegraphed to you at the address
specified by you below.
13 You represent that you provide to your customers who own shares of the
Funds personal services as defined from time to time in applicable
regulations of the National Association of Securities Dealers, Inc., and
that you will continue to accept payments under this Agreement only so long
as you provide such services.
14 This Agreement shall be construed in accordance with the laws of the State
of Texas.
A I M DISTRIBUTORS, INC.
/S/ MICHAEL J. CEMO
Date:________________ By: X____________________________________________
The undersigned agrees to abide by the foregoing terms and conditions.
Date:________________ By: X____________________________________________
Signature
____________________________________________
Print Name Title
____________________________________________
Dealer's Name
____________________________________________
Address
____________________________________________
City State Zip
Please sign both copies and return one copy of
each to:
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
<PAGE> 7
SCHEDULE "A"
[LOGO APPEARS HERE] SHAREHOLDER SERVICE AGREEMENT
A I M Distributors, Inc.
<TABLE>
<CAPTION>
Fund Fee Rate* Plan Calculation Date
- -------------------------------------------------------------------------------------
<S> <C> <C>
AIM Aggressive Growth Fund A Shares 0.25 July 1, 1992
AIM Balanced Fund A Shares 0.25 October 18, 1993
AIM Balanced Fund B Shares 0.25 October 18, 1993
AIM Charter Fund A Shares 0.25 November 18, 1986
AIM Charter Fund B Shares 0.25 June 15, 1995
AIM Constellation Fund A Shares 0.25 September 9, 1986
AIM Global Aggressive Growth Fund A Shares 0.50 September 15, 1994
AIM Global Aggressive Growth Fund B Shares 0.25 September 15, 1994
AIM Global Growth Fund A Shares 0.50 September 15, 1994
AIM Global Growth Fund B Shares 0.25 September 15, 1994
AIM Global Income Fund A Shares 0.25 September 15, 1994
AIM Global Income Fund B Shares 0.25 September 15, 1994
AIM Intermediate Government Fund A Shares 0.25 July 1, 1992
AIM Intermediate Government Fund B Shares 0.25 September 1, 1993
AIM Growth Fund A Shares 0.25 July 1, 1992
AIM Growth Fund B Shares 0.25 September 1, 1993
AIM High Yield Fund A Shares 0.25 July 1, 1992
AIM High Yield Fund B Shares 0.25 September 1, 1993
AIM Income Fund A Shares 0.25 July 1, 1992
AIM Income Fund B Shares 0.25 September 1, 1993
AIM International Equity Fund A Shares 0.25 May 21, 1992
AIM International Equity Fund B Shares 0.25 September 15, 1994
AIM Limited Maturity Treasury Shares 0.15 December 2, 1987
AIM Money Market Fund A Shares 0.25 October 18, 1993
AIM Money Market Fund B Shares 0.25 October 18, 1993
AIM Money Market Fund C Shares 0.25 October 18, 1993
AIM Municipal Bond Fund A Shares 0.25 July 1, 1992
AIM Municipal Bond Fund B Shares 0.25 September 1, 1993
AIM Tax-Exempt Bond Fund of Connecticut 0.25 July 1, 1992
AIM Tax-Exempt Cash Fund 0.10 July 1, 1992
AIM Global Utilities Fund A Shares 0.25 July 1, 1992
AIM Global Utilities Fund B Shares 0.25 September 1, 1993
AIM Value Fund A Shares 0.25 July 1, 1992
AIM Value Fund B Shares 0.25 October 18, 1993
AIM Weingarten Fund A Shares 0.25 September 9, 1986
AIM Weingarten Fund B Shares 0.25 June 15, 1995
</TABLE>
*Frequency of Payments: Quarterly, B share payments begin after an initial
12 month holding period.
Minimum Payments: $50 (with respect to all funds in the aggregate.)
No payment pursuant to this Schedule is payable to a dealer, bank or other
service provider for the first year with respect to sales of $1 million or
more, at no load, in cases where A I M Distributors, Inc. has advanced the
service fee to the dealer, bank or other service provider.
<PAGE> 8
EXHIBIT B
[LOGO APPEARS HERE] BANK SHAREHOLDER
A I M Distributors, Inc. SERVICE AGREEMENT
We desire to enter into an Agreement with A I M Distributors, Inc. (the
"Company") acting as agent for the "AIM Funds", for servicing of our agency
clients who are shareholders of, and the administration of such shareholder
accounts in the shares of the AIM Funds (hereinafter referred to as the
"Shares"). Subject to the Company's acceptance of this Agreement, the terms and
conditions of this Agreement shall be as follows:
1 We shall provide continuing personal shareholder and administration
services for holders of the Shares who are also our clients. Such services
to our clients may include, without limitation, some or all of the
following: answering shareholder inquiries regarding the Shares and the AIM
Funds; performing subaccounting; establishing and maintaining shareholder
accounts and records; processing and bunching customer purchase and
redemption transactions; providing periodic statements showing a
shareholder's account balance and the integration of such statements with
those of other transactions and balances in the shareholder's other
accounts serviced by us; forwarding applicable AIM Funds prospectuses, proxy
statements, reports and notices to our clients who are holders of Shares;
and such other administrative services as you reasonably may request, to
the extent we are permitted by applicable statute, rule or regulations to
provide such services. We represent that we shall accept fees hereunder
only so long as we continue to provide personal shareholder services to our
clients.
2 Shares purchased by us as agents for our clients will be registered (choose
one) (in our name or in the name or in the name of our nominee) (in the
names of our clients). The client will be the beneficial owner of the
Shares purchased and held by us in accordance with the client's
instructions and the client may exercise all applicable rights of a holder
of such Shares. We agree to transmit to the AIM Funds' transfer agent in a
timely manner, all purchase orders and redemption requests of our clients
and to forward to each client any proxy statements, periodic shareholder
reports and other communications received from the Company by us on behalf
of our clients. The Company agrees to pay all out-of-pocket expenses
actually incurred by us in connection with the transfer by us of such proxy
statements and reports to our clients as required by applicable law or
regulation. We agree to transfer record ownership of a client's Shares to
the client promptly upon the request of a client. In addition, record
ownership will be promptly transferred to the client in the event that the
person or entity ceases to be our client.
3 Within five (5) business days of placing a purchase order we agree to send
(i) a cashiers check to the Company, or (ii) a wire transfer to the AIM
Funds' transfer agent, in an amount equal to the amount of all purchase
orders placed by us on behalf of our clients and accepted by the Company.
4 We agree to make available to the Company, upon the Company's request, such
information relating to our clients who are beneficial owners of Shares and
their transactions in such Shares as may be required by applicable laws and
regulations or as may be reasonably requested by the Company. The names of
our customers shall remain our sole property and shall not be used by the
Company for any other purpose except as needed for servicing and
information mailings in the normal course of business to holders of the
Shares.
5 We shall provide such facilities and personnel (which may be all or any
part of the facilities currently used in our business, or all or any
personnel employed by us) as may be necessary or beneficial in carrying out
the purposes of this Agreement.
6 Except as may be provided in a separate written agreement between the
Company and us, neither we nor any of our employees or agents are
authorized to assist in distribution of any of the AIM Funds' shares except
those contained in the then current Prospectus applicable to the Shares;
and we shall have no authority to act as agent for the Company or the AIM
Funds. Neither the AIM Funds, A I M Advisors, Inc. nor A I M Distributors,
Inc. will be a party, nor will they be represented as a party, to any
agreement that we may enter into with our clients.
<PAGE> 9
7 In consideration of the services and facilities described herein, we shall
receive from the Company on behalf of the AIM Funds an annual service fee,
payable at such intervals as may be set forth in Schedule A hereto, of a
percentage of the aggregate average net asset value of the Shares owned
beneficially by our clients during each payment period, as set forth in
Schedule A hereto. We understand that this Agreement and the payment of
such service fees has been authorized and approved by the Boards of
Directors/Trustees of the AIM Funds, and is subject to limitations imposed
by the National Association of Securities Dealers, Inc. In cases where the
Company has advanced payments to us of the first year's fee for shares sold
with a contingent deferred sales charge, no payments will be made to us
during the first year the subject Shares are held.
8 The AIM Funds reserve the right, at their discretion and without notice, to
suspend the sale of any Shares or withdraw the sale of Shares.
9 We understand that the Company reserves the right to amend this Agreement
or Schedule A hereto at any time without our consent by mailing a copy of
an amendment to us at the address set forth below. Such amendment shall
become effective on the date specified in such amendment unless we elect to
terminate this Agreement within thirty (30) days of our receipt of such
amendment.
10 This Agreement may be terminated at any time by the Company on not less
than 15 days' written notice to us at our principal place of business. We,
on 15 days' written notice addressed to the Company at its principal place
of business, may terminate this Agreement, said termination to become
effective on the date of mailing notice to us of such termination. The
Company's failure to terminate for any cause shall not constitute a waiver
of the Company's right to terminate at a later date for any such cause.
This Agreement shall terminate automatically in the event of its assigment,
the term "assignment" for this purpose having the meaning defined in
Section 2(a)(4) of the Investment Company Act of 1940, as amended.
11 All communications to the Company shall be sent to it at Eleven Greenway
Plaza, Suite 1919, Houston, Texas, 77046-1173. Any notice to us shall be
duly given if mailed or telegraphed to us at this address shown on this
Agreement.
12 This Agreement shall become effective as of the date when it is executed
and dated below by the Company. This Agreement and all rights and
obligations of the parties hereunder shall be governed by and construed
under the laws of the State of Texas.
A I M DISTRIBUTORS, INC.
/S/ MICHAEL J. CEMO
Date:________________ By: X____________________________________________
The undersigned agrees to abide by the foregoing terms and conditions.
Date:________________ By: X____________________________________________
Signature
____________________________________________
Print Name Title
____________________________________________
Dealer's Name
____________________________________________
Address
____________________________________________
City State Zip
Please sign both copies and return one copy of
each to:
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
<PAGE> 10
SCHEDULE "A" TO BANK
[LOGO APPEARS HERE] SHAREHOLDER SERVICE AGREEMENT
A I M Distributors, Inc.
<TABLE>
<CAPTION>
Fund Fee Rate* Plan Calculation Date
- -------------------------------------------------------------------------------------
<S> <C> <C>
AIM Aggressive Growth Fund A Shares 0.25 July 1, 1992
AIM Balanced Fund A Shares 0.25 October 18, 1993
AIM Balanced Fund B Shares 0.25 October 18, 1993
AIM Charter Fund A Shares 0.25 November 18, 1986
AIM Charter Fund B Shares 0.25 June 15, 1995
AIM Constellation Fund A Shares 0.25 September 9, 1986
AIM Global Aggressive Growth Fund A Shares 0.50 September 15, 1994
AIM Global Aggressive Growth Fund B Shares 0.25 September 15, 1994
AIM Global Growth Fund A Shares 0.50 September 15, 1994
AIM Global Growth Fund B Shares 0.25 September 15, 1994
AIM Global Income Fund A Shares 0.25 September 15, 1994
AIM Global Income Fund B Shares 0.25 September 15, 1994
AIM Intermediate Government Fund A Shares 0.25 July 1, 1992
AIM Intermediate Government Fund B Shares 0.25 September 1, 1993
AIM Growth Fund A Shares 0.25 July 1, 1992
AIM Growth Fund B Shares 0.25 September 1, 1993
AIM High Yield Fund A Shares 0.25 July 1, 1992
AIM High Yield Fund B Shares 0.25 September 1, 1993
AIM Income Fund A Shares 0.25 July 1, 1992
AIM Income Fund B Shares 0.25 September 1, 1993
AIM International Equity Fund A Shares 0.25 May 21, 1992
AIM International Equity Fund B Shares 0.25 September 15, 1994
AIM Limited Maturity Treasury Shares 0.15 December 2, 1987
AIM Money Market Fund A Shares 0.25 October 18, 1993
AIM Money Market Fund B Shares 0.25 October 18, 1993
AIM Money Market Fund C Shares 0.25 October 18, 1993
AIM Municipal Bond Fund A Shares 0.25 July 1, 1992
AIM Municipal Bond Fund B Shares 0.25 September 1, 1993
AIM Tax-Exempt Bond Fund of Connecticut 0.25 July 1, 1992
AIM Tax-Exempt Cash Fund 0.10 July 1, 1992
AIM Global Utilities Fund A Shares 0.25 July 1, 1992
AIM Global Utilities Fund B Shares 0.25 September 1, 1993
AIM Value Fund A Shares 0.25 July 1, 1992
AIM Value Fund B Shares 0.25 October 18, 1993
AIM Weingarten Fund A Shares 0.25 September 9, 1986
AIM Weingarten Fund B Shares 0.25 June 15, 1995
</TABLE>
*Frequency of Payments: Quarterly, B share payments begin after an initial
12 month holding period.
Minimum Payments: $50 (with respect to all funds in the aggregate.)
No payment pursuant to this Schedule is payable to a dealer, bank or other
service provider for the first year with respect to sales of $1 million or
more, at no load, in cases where A I M Distributors, Inc. has advanced the
service fee to the dealer, bank or other service provider.
<PAGE> 11
EXHIBIT C
SERVICE AGREEMENT FOR
CERTAIN RETIREMENT PLANS
(THE AIM FAMILY OF FUNDS(R))
This Agreement is entered into as of the ____ of _____________________,
19_____, between __________________ _ (the "Plan Provider") and A I M
Distributors, Inc. (the "Distributor").
RECITAL
Plan Provider acts as [trustee/servicing agents], for defined
contribution plans [or other comparable retirement plans], Plan Provider
invests and reinvests the Plans' assets as specified by an investment adviser,
sponsor or administrative committee of the Plan (a "Plan Representative")
generally upon the direction of Plan beneficiaries ("Participants").
Plan Provider and Distributor desire to facilitate the purchase and
redemption of shares (the "Shares") of the funds listed on Exhibit A hereto
(the "Fund" or "Funds"), registered investment companies distributed by
Distributor, on behalf of the Plans, through one or more accounts (not to
exceed one per Plan) in each Fund (individually an "Account" and collectively
the "Accounts"), subject to the terms and conditions of this Agreement.
Distributor shall, on behalf of the Funds, pay to Plan Provider a fee in
accordance with Exhibit A hereto.
AGREEMENT
1. Pricing Information
Each Fund or its designee will furnish Plan Provider on each business
day that the New York Stock Exchange is open for business ("Business
Day"), with (i) net asset value information as of the close of trading
(currently 4:15 p.m. Eastern Time) on the New York Stock Exchange or
as at such later times at which a Fund's net asset value is calculated
as specified in such Fund's prospectus ("Close of Trading"), (ii)
dividend and capital gains information as it becomes available, and
(iii) in the case of income Funds, the daily accrual or interest rate
factor (mil rate). The Funds shall use their best efforts to provide
such information to Plan Provider by [5:00 p.m. - 6:00 p.m.] Central
Time on the same Business Day.
2. Orders and Settlement
Plan Provider will calculate order allocations among designated
investment media and transmit to Distributor orders to purchase or
redeem Shares for specified Accounts. Plan Provider agrees that
orders for net purchases or net redemptions of Shares derived from
instructions received in proper form by Plan Provider from Plan
Representatives prior to the Close of Trading on any given Business
Day will be processed that same evening and transmitted to Distributor
or its designee by [9:00 a.m. - 10:00 a.m.] Central Time on the
following Business Day. Plan Provider agrees that payment for net
purchases of Shares attributable to all orders executed for the
Accounts on a given Business Day will be wired by Plan Provider or its
designee no later than [2:00 p.m. - closing of fed. wire] Central Time
to a custodial account designated by Distributor. Distributor agrees
that payment for net redemptions of Shares attributable to all orders
executed for the Accounts on a
<PAGE> 12
given Business Day will be wired by Distributor on the next Business
Day after such redemption orders are transmitted to Distributor or its
designee no later than [the close of business on the next Business
Day] [the close of business on the day after the next Business Day] to
an account designated by Plan Provider.
Subject to Plan Provider's compliance with the foregoing, Plan
Provider will be considered agent for the Funds and the Business Day
on which instructions are received in proper form by Plan Provider
from Participants or Plan Representatives by the Close of Trading will
be the date as of which Shares will be purchased and redeemed as a
result of such instructions. Plan Provider will time and date stamp
instructions received from Participants or Plan Representatives [or
Plan Provider will create and maintain comparable electronic form of
such instructions] and will make such instructions and other records
relating to the services performed hereunder (the "Services")
available for audit by Distributor's auditors upon request.
Instructions received in proper form by Plan Provider from
Participants or Plan Representatives after the Close of Trading on any
given Business Day shall be treated as if received on the next
following Business Day. Dividends and capital gains distributions
will be automatically reinvested on payable date at net asset value in
accordance with each Fund's then current prospectus.
[3. Price Errors
(a) In the event adjustments are required to correct any error in
the computation of the net asset value of Shares, the
Distributor shall notify the Plan Provider as soon as
practicable after discovering the need for those adjustments
which result in a reimbursement to an Account in accordance
with such Fund's then current policies on reimbursement.
Notification may be made orally or in writing. Such
notification must state for each day for which an error
occurred the incorrect price, the correct price, and, to the
extent communicated to the Fund's shareholders, the reason for
the price change.
(b) If an Account received amounts in excess of the amounts to
which it otherwise would have been entitled prior to an
adjustment for an error, Plan Provider, when requested by the
Distributor, will use reasonable efforts to collect such
excess amounts from the Plan.
(c) If an adjustment is to be made in accordance with subsection
3(a) above to correct an error which has caused an Account to
receive an amount less than that to which it is entitled, the
Distributor or its affiliates shall make all necessary
adjustments (within the parameters specified in subsection
3(a)) to the number of Shares owned in the Account and
distribute to the Plan Provider the amount of such
underpayment for credit to the Plans.]
[4.] Participant Recordkeeping
Recordkeeping and other services to Plan Participants shall be the
responsibility of the recordkeeper for the Plans and shall not be the
responsibility of the Distributor or its transfer agent. Distributor
will recognize each Plan as a single shareholder and as an unallocated
account in the Funds, and will not maintain separate accounts for Plan
participants.
-2-
<PAGE> 13
[5.] Account Information
Distributor will provide Plan Provider (a) daily confirmations of
Account activity within five Business Days after each day on which a
purchase or redemption of Shares is effected for the particular
Account, (b) if requested by Plan Provider, [quarterly] statements detailing
activity in each Account within fifteen Business Days after the end of each
[quarter], and (c) such other reports as may be reasonably requested
by Plan Provider.
[6.] Maintenance of Records
Each party shall maintain and preserve all records as required by law
to be maintained and preserved in connection with providing the
Services and in making Shares available to the Plans. Upon the
request of Distributor, the Plan Provider shall provide copies of all
records relating to the Funds as may reasonably be requested to enable
the Funds or their representatives to comply with any request of a
governmental body or self-regulatory organization.
[7.] Compliance with Laws
At all times Plan Provider shall comply with all laws, rules and
regulations applicable to it by virtue of entering into this
Agreement, including but not limited to those applicable to a transfer
agent under the Federal securities laws[, including, without
limitation, all prospectus delivery requirements]. The parties agree
that Plan Provider may satisfy prospectus delivery requirements by
sub-contracting with Plan Representatives. At all times, Distributor
and the Funds shall comply with all laws, rules and regulations
applicable to them by virtue of entering into this Agreement. [The
Plan Provider and Plan Representatives, and not the Distributor shall
take such action as may be necessary so that the transactions
contemplated by this Service Agreement shall not be "Prohibited
Transactions" under section 406 of the Employee Retirement Income
Security Act of 1974, or section 4975 of the Internal Revenue Code.]
[8.] Representations with Respect to the Distributor and the Funds
Plan Provider and its agents shall not make representations concerning
a Fund or Shares except those contained in the then current prospectus
of such Fund, in current sales literature furnished by Distributor to
Plan Provider [, in publicly available databases, such as those
databases created by Standard & Poor's Corporation and Morningstar,]
and in current sales literature created by Plan Provider and submitted
to and approved in writing by Distributor prior to its use.
[9.] Expenses
(a) Each party shall bear all expenses incidental to the
performance of its obligations under this Agreement.
(b) Each Fund shall pay the cost of registration of its shares
with the Securities and Exchange Commission and in states
where required. Each Fund shall distribute or cause to be
distributed to Plan Provider its proxy material, periodic Fund
reports to shareholders and other material as such Fund may
require to be sent to
-3-
<PAGE> 14
shareholders. The cost of preparing and printing this
material shall be paid by the applicable Fund or Distributor,
and the cost of distributing such items shall be borne by Plan
Provider or the Plan(s) Representatives.
[10.] Relationship of Parties
Except to the extent provided in Section 2, it is understood and
agreed that all Services performed hereunder by Plan Provider shall be
as an independent contractor and not as an employee or agent of
Distributor or any of the Funds, and none of the parties shall hold
itself out as an agent of any other party with the authority to bind
such party.
[11.] Use of Names
[Except as otherwise expressly provided for in this Agreement, Plan
Provider shall not use, nor shall it allow its employees or agents to
use, the name or logo of Distributor or the Funds, any affiliate of
Distributor, or any products or services sponsored, managed, advised,
administered, or distributed by Distributor or any of its affiliates,
for advertising, trade, or other commercial or noncommercial purposes
without the express prior written consent of Distributor. Except as
otherwise expressly provided for in this Agreement, neither
Distributor nor the Funds shall allow its employees or agents to use
the name or logo of Plan Provider, any affiliate of Plan Provider, or
any products or services sponsored or offered by Plan Provider or any
of its affiliates, for advertising, trade, or other commercial or
noncommercial purposes without the express prior written consent of
Plan Provider.]
[We will not, without the prior written approval of Distributor, make
public references to A I M Management Group Inc. or any of its
subsidiaries, or to the Funds or their availability at net asset
value. For purposes of this provision, the public does not include
our representatives who are actively engaged in promoting this
product. Any brochure or other communication to the public that
mentions the Funds shall be submitted to the compliance officer of
Distributor, or its affiliates, for his written approval prior to our
use. We shall provide copies to Distributor's or its affiliates'
compliance officer of any of our regulatory filings that include any
reference to A I M Management Group Inc. or its subsidiaries or the
Funds. If we should make unauthorized references or representations,
we agree to indemnify and hold harmless the Funds, A I M Management
Group Inc. and its subsidiaries from any claims, losses, expenses or
liability arising in any way out of or connected in any way with such
references or representations.]
[12.] Termination
(a) This Agreement may be terminated with respect to any Fund at
any time without payment of any penalty by the vote of a
majority of the directors of such Fund who are "disinterested
directors", as that term is defined in the Investment Company
Act of 1940, as amended (the "1940 Act"), or by a vote of a
majority of the Fund's outstanding shares, on sixty (60) days'
written notice. It will be terminated by any act which
terminates either the Fund's distribution agreement with the
Distributor, or any related agreement thereunder, and in any
event, it shall terminate automatically in the event of its
assignment as that term is defined in the 1940 Act.
-4-
<PAGE> 15
[(b) Either party may terminate this Agreement upon sixty (60)
days' prior written notice to the other party.]
[(c) Each party may terminate this Agreement on 90 days' written
notice to the other party; provided, however, that (i) any
such termination shall not affect a Fund's obligation to
maintain accounts in the names of the Plans which selected
such Fund as an investment option and (ii) after termination
by the Funds, no fee shall be due with respect to any shares
of the Funds that are purchased and held by the Plans after
the date of termination, except that the Funds shall be
obligated to continue to pay Plan Provider fees, if any, as
set forth in Exhibit A to this Agreement as to shares of the
Funds held by the Plans as of the date of termination for so
long as such shares continue to be held by the Plans and Plan
Provider continues to provide services to such Plans as
contemplated by this Agreement. This Agreement shall remain
in effect to the extent necessary for each party to perform
its obligations with respect to shares of the Funds for which
a fee, if any, continues to be due subsequent to such
termination. [It is understood that if a Plan states in
writing that Plan Provider may no longer perform the services
contemplated by this Agreement, then this Agreement shall
terminate with respect to such Plan 60 days after receipt of
such notice by Plan Provider.]]
[13.] Indemnification
(a) Plan Provider agrees to indemnify and hold harmless the
Distributor, its affiliates, the Funds, the Funds' investment
advisers, and each of their directors, officers, employees,
agents and each person, if any, who controls them within the
meaning of the Securities Act of 1933, as amended (the
"Securities Act"), (the "Distributor Indemnitees") against any
losses, claims, damages, liabilities or expenses to which a
Distributor Indemnitee may become subject insofar as those
losses, claims, damages, liabilities or expenses or actions in
respect thereof, arise out of or are based upon (i) Plan
Provider's negligence or willful misconduct in performing the
Services, (ii) any breach by Plan Provider of any material
provision of this Agreement, or (iii) any breach by Plan
Provider of a representation, warranty or covenant made in
this Agreement; and Plan Provider will reimburse the
Distributor Indemnitee for any legal or other expenses
reasonably incurred, as incurred, by them in connection with
investigating or defending such loss, claim or action. This
indemnity agreement will be in addition to any liability which
Plan Provider may otherwise have.
(b) Distributor agrees to indemnify and hold harmless Plan
Provider and its affiliates, and each of its directors,
officers, employees, agents and each person, if any, who
controls Plan Provider within the meaning of the Securities
Act (the "Plan Provider Indemnitees") against any losses,
claims, damages, liabilities or expenses to which a Plan
Provider Indemnitee may become subject insofar as such losses,
claims, damages, liabilities or expenses (or actions in
respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact
contained in the Registration Statement or Prospectus of a
Fund, or the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to
make statements therein not misleading, (ii) any breach by
Distributor of any material provision of this Agreement, (iii)
Distributor's
-5-
<PAGE> 16
negligence or willful misconduct in carrying out its duties
and responsibilities under this Agreement, or (iv) any breach
by Distributor of a representation, warranty or covenant made
in this Agreement; and Distributor will reimburse the Plan
Provider Indemnitees for any legal or other expenses
reasonably incurred, as incurred, by them, in connection with
investigating or defending any such loss, claim or action.
This indemnity agreement will be in addition to any liability
which Distributor may otherwise have.
[(c) If any third party threatens to commence or commences any
action for which one party (the "Indemnifying Party") may be
required to indemnify another person hereunder (the
"Indemnified Party"), the Indemnified Party shall promptly
give notice thereof to the Indemnifying Party. The
Indemnifying Party shall be entitled, at its own expense and
without limiting its obligations to indemnify the Indemnified
Party, to assume control of the defense of such action with
counsel selected by the Indemnifying Party which counsel shall
be reasonably satisfactory to the Indemnified Party. If the
Indemnifying Party assumes the control of the defense, the
Indemnified Party may participate in the defense of such claim
at its own expense. Without the prior written consent of the
Indemnified Party, which consent shall not be withheld
unreasonably, the Indemnifying Party may not settle or
compromise the liability of the Indemnified Party in such
action or consent to or permit the entry of any judgment in
respect thereof unless in connection with such settlement,
compromise or consent each Indemnified Party receives from
such claimant an unconditional release from all liability in
respect of such claim.]
[14.] Notice
Each notice required by this Agreement shall be given in writing and
delivered personally or mailed by certified mail or courier service to
the other party at the following address or such other address as each
party may give notice to the other.
If to Plan Provider, to:
[Insert Address]
If to Distributor or any Fund, to:
Michael J. Cemo, President
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046
[and
J. Abbott Sprague, President
Fund Management Company
11 Greenway Plaza, Suite 1919
Houston, Texas 77046]
with a copy to the General Counsel of Distributor.
-6-
<PAGE> 17
[15.] Governing Law
This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Texas [or other applicable state
law] applicable to agreements fully executed and to be performed
therein.
[16.] Additional Representations, Warranties and Covenants
Each party represents that it is free to enter into this Agreement and
that by doing so it will not breach or otherwise impair any other
agreement or understanding with any other person, corporation or other
entity. Plan Provider further represents, warrants, and covenants
that:
(a) it has full power and authority under applicable law, and has
taken all action necessary, to enter into and perform this
Agreement and the person executing this Agreement on its
behalf is duly authorized and empowered to execute and deliver
this Agreement;
(b) [it is registered as a transfer agent pursuant to Section 17A
of the Securities Exchange Act of 1934, as amended (the "1934
Act"), or is exempt from such registration;]
(c) the arrangements provided for in this Agreement will be
disclosed to the Plan Representatives;
[(d) it is registered as a broker-dealer under the 1934 Act or any
applicable state securities laws, or, including as a result of
entering into and performing the services set forth in this
Agreement, is exempt from such registration.]
[(e) this Agreement, when executed and delivered, shall constitute
the valid, legal and binding obligation of Plan Provider,
enforceable in accordance with its terms;]
Distributor further represents, warrants and covenants, that:
(a) it has full power and authority under applicable law,
and has taken all action necessary, to enter into and
perform this Agreement and the person executing this
Agreement on its behalf is duly authorized and
empowered to execute and deliver this Agreement;
(b) it is registered as a broker-dealer under the 1934
Act and any applicable state securities laws;
(c) the Funds' advisor(s) are registered as an investment
adviser under the Investment Advisers Act of 1940,
the Funds are registered as investment companies
under the Investment Company Act of 1940 and Fund
Shares are registered under the Securities Act of
1933;
-7-
<PAGE> 18
[(d) this Agreement, when executed and delivered, shall
constitute the valid, legal and binding obligation of
Distributor, enforceable in accordance with its
terms;]
[(e) the Funds conduct business on all days on which the
New York Stock Exchange is open for business;]
[(f) the Plans may place instructions on each and every
Business Day, without regard to the number or market
value of transactions placed in any prior time
periods;]
[(g) the registration statement and prospectus for each
Fund comply in all material respects with federal and
state securities laws;]
[(h) in the event a Fund or Funds is selected by a Plan as
an investment option for such Plan's assets,
Distributor shall cooperate with such Plan and with
Plan provider to establish in a timely and orderly
manner such investment relationship.]
[17.] Complete Agreement
This Agreement contains the full and complete understanding of the
parties and supersedes all prior representations, promises,
statements, arrangements, agreements, warranties and understandings
between the parties with respect to the subject matter hereof, whether
oral or written, express or implied.
[18.] Modification
This Agreement may be modified or amended, and the terms of this
Agreement may be waived, only by a writing signed by each of the
parties.
[19.] Counterparts
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.
[20.] Assignment
Subject to the provisions of Paragraph [12] herein, this Agreement
shall not be assigned by a party hereto, without the prior written
consent of the other parties hereto, except that a party may assign
this Agreement to an affiliate having the same ultimate ownership as
the assigning party without such consent.
[21.] Survival
The provisions of Sections [6, 11, and 13] shall survive termination
of this Agreement.
-8-
<PAGE> 19
[22.] Non-Exclusivity
Each of the parties acknowledges and agrees that this Agreement and
the arrangement described herein are intended to be non-exclusive and
that each of the parties is free to enter into similar agreements and
arrangements with other entities.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by
their duly authorized officers as of this __ ___ day of ______________________,
19_____.
[PLAN PROVIDER]
By:
-------------------------------------------
Print Name:
-----------------------------------
Title:
----------------------------------------
A I M DISTRIBUTORS, INC.
By:
-------------------------------------------
Print Name:
-----------------------------------
Title:
----------------------------------------
-9-
<PAGE> 20
EXHIBIT A
[List Applicable Funds and Fees Payable]
(Note: No Class B shares or Class C shares may be offered pursuant to this
Agreement.)
[Distributor or its affiliates shall calculate the amount of quarterly payment
and shall deliver to Plan Provider a quarterly statement showing the
calculation of the quarterly amounts payable to Plan Provider. Payment to Plan
Provider shall occur within 30 days following the end of each quarter. All
parties agree that the payments referred to herein are for record keeping and
administrative services only and are not for legal, investment advisory or
distribution services.]
[Distributor or its affiliates, on behalf of the Fund(s), will pay a
sub-transfer agency fee to Plan Provider in the amount of [$.01 - $10.00] per
subaccount per year, payable within 30 days following the end of each calendar
quarter. Plan Provider will provide to Distributor the number of subaccounts
subject to the sub-transfer agency fee within [5 - 10] business days after the
end of each calendar quarter.]
<PAGE> 21
[LOGO APPEARS HERE] A I M DISTRIBUTORS, INC. EXHIBIT D
A I M Distributors, Inc. SHAREHOLDER SERVICE AGREEMENT
(BANK TRUST DEPARTMENTS)
_________________________, 19_____
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
Gentlemen:
We desire to enter into an Agreement with A I M Distributors, Inc. ("AIM
Distributors") as agent on behalf of the funds listed on Schedule A hereto (the
"Funds"), for the servicing of our clients who are shareholders of, and the
administration of accounts in, the Funds. We understand that this Shareholder
Service Agreement (the "Agreement") has been adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "1940 Act") by each of the Funds,
under a Distribution Plan (the "Plan") adopted pursuant to said Rule, and is
subject to applicable rules of the National Association of Securities Dealers,
Inc. ("NASD"). This Agreement defines the services to be provided by us for
which we are to receive payments pursuant to the Plan. The Plan and the
Agreement have been approved by a majority of the directors or trustees of the
applicable Fund, including a majority of directors or trustees who are not
interested persons of the applicable Fund, and who have no direct or indirect
financial interest in the operation of the Plan or related agreements, by votes
cast in person at a meeting called for the purpose of voting on the Plan. Such
approval included a determination by the directors or trustees of the
applicable Fund, in the exercise of their reasonable business judgement and in
light of their fiduciary duties, that there is a reasonable likelihood that the
Plan will benefit the Fund and the holders of its Shares. The terms and
conditions of this Agreement shall be as follows:
1. To the extent that we provide continuing personal shareholder services
and administrative support services to our customers who may from time
to time own shares of the Funds of record or beneficially, including but
not limited to, forwarding sales literature, answering routine customer
inquiries regarding the Funds, assisting customers in changing dividend
options, account designations and addresses, and in enrolling into any
of several special investment plans offered in connection with the
purchase of the Funds' shares, assisting in the establishment and
maintenance of customer accounts and records and in the processing of
purchase and redemption transactions, investing dividends and capital
gains distributions automatically in shares of the Funds and providing
such other services as AIM Distributors or the customer may reasonably
request, you shall pay us a fee periodically. We represent that we
shall accept fees hereunder only so long as we continue to provide such
personal shareholder services.
2. We agree to transmit to AIM Distributors in a timely manner, all
purchase orders and redemption requests of our clients and to forward to
each client all proxy statements, periodic shareholder reports and other
communications received from AIM Distributors by
<PAGE> 22
Shareholder Service Agreement Page 2
(Bank Trust Departments)
us relating to shares of the Funds owned by our clients. AIM
Distributors, on behalf of the Funds, agrees to pay all out-of-pocket
expenses actually incurred by us in connection with the transfer by us
of such proxy statements and reports to our clients as required under
applicable laws or regulations.
3. We agree to make available upon AIM Distributors's request, such
information relating to our clients who are beneficial owners of Fund
shares and their transactions in such shares as may be required by
applicable laws and regulations or as may be reasonably requested by AIM
Distributors.
4. We agree to transfer record ownership of a client's Fund shares to the
client promptly upon the request of a client. In addition, record
ownership will be promptly transferred to the client in the event that
the person or entity ceases to be our client.
5. Neither we nor any of our employees or agents are authorized to make any
representation to our clients concerning the Funds except those
contained in the then current prospectuses applicable to the Funds,
copies of which will be supplied to us by AIM Distributors; and we shall
have no authority to act as agent for any Fund or AIM Distributors.
Neither a Fund, nor A I M Advisors, Inc. ("AIM") will be a party, nor
will they be represented as a party, to any agreement that we may enter
into with our clients and neither a Fund nor AIM shall participate,
directly or indirectly, in any compensation that we may receive from our
clients in connection with our acting on their behalf with respect to
this Agreement.
6. In consideration of the services and facilities described herein, we
shall receive a maximum annual service fee and asset-based sales charge,
payable monthly, as set forth on Schedule A hereto. We understand that
this Agreement and the payment of such service fees and asset-based
sales charge has been authorized and approved by the Board of Directors
or Trustees of the applicable Fund, and that the payment of fees
thereunder is subject to limitations imposed by the rules of the NASD.
7. AIM Distributors reserves the right, in its discretion and without
notice, to suspend the sale of any Fund or withdraw the sale of shares
of a Fund, or upon notice to us, to amend this Agreement. We agree that
any order to purchase shares of the Funds placed by us after notice of
any amendment to this Agreement has been sent to us shall constitute our
agreement to any such amendment.
8. All communications to AIM Distributors shall be duly given if mailed to
A I M Distributors, Inc., 11 Greenway Plaza, Suite 1919, Houston, Texas
77046-1173. Any notice to us shall be duly given if mailed to us at the
address specified by us in this Agreement or to such other address as we
shall have designated in writing to AIM Distributors.
9. This Agreement may be terminated at any time by AIM Distributors on not
less than 60 days' written notice to us at our principal place of
business. We, on 60 days' written notice addressed to AIM Distributors
at its principal place of business, may terminate this
<PAGE> 23
Shareholder Service Agreement Page 3
(Bank Trust Departments)
Agreement. AIM Distributors may also terminate this Agreement for cause
on violation by us of any of the provisions of this Agreement, said
termination to become effective on the date of mailing notice to us of
such termination. AIM Distributors's failure to terminate for any cause
shall not constitute a waiver of AIM Distributors's right to terminate
at a later date for any such cause. This Agreement may be terminated
with respect to any Fund at any time by the vote of a majority of the
directors or trustees of such Fund who are disinterested directors or by
a vote of a majority of the Fund's outstanding shares, on not less than
60 days' written notice to us at our principal place of business. This
Agreement will be terminated by any act which terminates a Fund's
Distribution Agreement with AIM Distributors, the Agreement for Purchase
of Shares of The AIM Family of Funds(R) between us and AIM Distributors
or a Fund's Distribution Plan, and in any event, it shall terminate
automatically in the event of its assignment by us, the term
"assignment" for this purpose having the meaning defined in Section
2(a)(4) of the 1940 Act.
10. We represent that our activities on behalf of our clients and pursuant
to this Agreement either (i) are not such as to require our registration
as a broker-dealer in the state(s) in which we engage in such
activities, or (ii) we are registered as a broker-dealer in the state(s)
in which we engage in such activities. We represent that we are
registered as a broker-dealer with the NASD if required under applicable
law.
11. This Agreement and the Agreement for Purchase of Shares of The AIM
Family of Funds(R) through Bank Trust Departments constitute the entire
agreement between us and AIM Distributors and supersede all prior oral
or written agreements between the parties hereto. This Agreement may be
executed in counterparts, each of which shall be deemed an original but
all of which shall constitute the same instrument.
12. This Agreement and all rights and obligations of the parties hereunder
shall be governed by and construed under the laws of the State of Texas.
13. This Agreement shall become effective as of the date when it is executed
and dated by AIM Distributors.
<PAGE> 24
Shareholder Service Agreement Page 4
(Bank Trust Departments)
The undersigned agrees to abide by the foregoing terms and conditions.
_____________________________________
(Firm Name)
_____________________________________
(Address)
_____________________________________
City/State/Zip/County
By: _________________________________
Name: ______________________________
Title: ______________________________
Dated: ______________________________
ACCEPTED:
A I M DISTRIBUTORS, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
Dated: _____________________________
Please sign both copies and return to:
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
<PAGE> 25
Shareholder Service Agreement Page 5
(Bank Trust Departments)
SCHEDULE A
<TABLE>
<CAPTION>
Funds Fees
----- ----
<S> <C>
AIM Equity Funds, Inc.
AIM Charter Fund (Retail Class)
AIM Constellation Fund (Retail Class)
AIM Weingarten Fund (Retail Class)
*AIM Aggressive Growth Fund
AIM Funds Group
AIM Balanced Fund
AIM Global Utilities Fund
AIM Growth Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Value Fund
AIM International Funds, Inc.
AIM International Equity Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
AIM Investment Securities Funds
Limited Maturity Treasury Portfolio
AIM Tax-Exempt Funds, Inc.
AIM Tax-Exempt Cash Fund
AIM Tax-Exempt Bond Fund of Connecticut
Intermediate Portfolio
</TABLE>
__________________________________
*Shares of AIM Aggressive Growth Fund may only be sold to current
shareholders who maintain open accounts in AIM Aggressive Growth Fund.
<PAGE> 26
[LOGO APPEARS HERE] A I M DISTRIBUTORS, INC.
A I M Distributors, Inc. SHAREHOLDER SERVICE AGREEMENT
(BROKERS FOR BANK TRUST DEPARTMENTS)
_________________________, 19_____
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
Gentlemen:
We desire to enter into an Agreement with A I M Distributors, Inc. ("AIM
Distributors") as agent on behalf of the funds listed on Schedule A hereto (the
"Funds"), for the servicing of our clients who are shareholders of, and the
administration of accounts in, the Funds. We understand that this Shareholder
Service Agreement (the "Agreement") has been adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "1940 Act") by each of the Funds,
under a Distribution Plan (the "Plan") adopted pursuant to said Rule, and is
subject to applicable rules of the National Association of Securities Dealers,
Inc. ("NASD"). This Agreement defines the services to be provided by us for
which we are to receive payments pursuant to the Plan. The Plan and the
Agreement have been approved by a majority of the directors or trustees of the
applicable Fund, including a majority of directors or trustees who are not
interested persons of the applicable Fund, and who have no direct or indirect
financial interest in the operation of the Plan or related agreements, by votes
cast in person at a meeting called for the purpose of voting on the Plan. Such
approval included a determination by the directors or trustees of the
applicable Fund, in the exercise of their reasonable business judgement and in
light of their fiduciary duties, that there is a reasonable likelihood that the
Plan will benefit the Fund and the holders of its Shares. The terms and
conditions of this Agreement shall be as follows:
1. To the extent that we provide continuing personal shareholder services
and administrative support services to our customers who may from time
to time own shares of the Funds of record or beneficially, including but
not limited to, forwarding sales literature, answering routine customer
inquiries regarding the Funds, assisting customers in changing dividend
options, account designations and addresses, and in enrolling into any
of several special investment plans offered in connection with the
purchase of the Funds' shares, assisting in the establishment and
maintenance of customer accounts and records and in the processing of
purchase and redemption transactions, investing dividends and capital
gains distributions automatically in shares of the Funds and providing
such other services as AIM Distributors or the customer may reasonably
request, you shall pay us a fee periodically. We represent that we
shall accept fees hereunder only so long as we continue to provide such
personal shareholder services.
2. We agree to transmit to AIM Distributors in a timely manner, all
purchase orders and redemption requests of our clients and to forward to
each client all proxy statements, periodic shareholder reports and other
communications received from AIM Distributors by
<PAGE> 27
Shareholder Service Agreement Page 2
(Brokers for Bank Trust Departments)
us relating to shares of the Funds owned by our clients. AIM
Distributors, on behalf of the Funds, agrees to pay all out-of-pocket
expenses actually incurred by us in connection with the transfer by us
of such proxy statements and reports to our clients as required under
applicable laws or regulations.
3. We agree to transfer to AIM Distributors in a timely manner as set forth
in the applicable prospectus, federal funds in an amount equal to the
amount of all purchase orders placed by us and accepted by AIM
Distributors. In the event that AIM Distributors fails to receive such
federal funds on such date (other than through the fault of AIM
Distributors), we shall indemnify the applicable Fund and AIM
Distributors against any expense (including overdraft charges) incurred
by the applicable Fund and/or AIM Distributors as a result of the
failure to receive such federal funds.
4. We agree to make available upon AIM Distributors's request, such
information relating to our clients who are beneficial owners of Fund
shares and their transactions in such shares as may be required by
applicable laws and regulations or as may be reasonably requested by AIM
Distributors.
5. We agree to transfer record ownership of a client's Fund shares to the
client promptly upon the request of a client. In addition, record
ownership will be promptly transferred to the client in the event that
the person or entity ceases to be our client.
6. Neither we nor any of our employees or agents are authorized to make any
representation to our clients concerning the Funds except those
contained in the then current prospectuses applicable to the Funds,
copies of which will be supplied to us by AIM Distributors; and we shall
have no authority to act as agent for any Fund or AIM Distributors.
Neither a Fund, nor A I M Advisors, Inc. ("AIM") will be a party, nor
will they be represented as a party, to any agreement that we may enter
into with our clients and neither a Fund nor AIM shall participate,
directly or indirectly, in any compensation that we may receive from our
clients in connection with our acting on their behalf with respect to
this Agreement.
7. In consideration of the services and facilities described herein, we
shall receive a maximum annual service fee and asset-based sales charge,
payable monthly, as set forth on Schedule A hereto. We understand that
this Agreement and the payment of such service fees and asset-based
sales charge has been authorized and approved by the Board of Directors
or Trustees of the applicable Fund, and that the payment of fees
thereunder is subject to limitations imposed by the rules of the NASD.
8. AIM Distributors reserves the right, in its discretion and without
notice, to suspend the sale of any Fund or withdraw the sale of shares
of a Fund, or upon notice to us, to amend this Agreement. We agree that
any order to purchase shares of the Funds placed by us after notice of
any amendment to this Agreement has been sent to us shall constitute our
agreement to any such amendment.
9. All communications to AIM Distributors shall be duly given if mailed to
<PAGE> 28
Shareholder Service Agreement Page 3
(Brokers for Bank Trust Departments)
A I M Distributors, Inc., 11 Greenway Plaza, Suite 1919, Houston, Texas
77046-1173. Any notice to us shall be duly given if mailed to us at the
address specified by us in this Agreement or to such other address as we
shall have designated in writing to AIM Distributors.
10. This Agreement may be terminated at any time by AIM Distributors on not
less than 60 days' written notice to us at our principal place of
business. We, on 60 days' written notice addressed to AIM Distributors
at its principal place of business, may terminate this Agreement. AIM
Distributors may also terminate this Agreement for cause on violation
by us of any of the provisions of this Agreement, said termination to
become effective on the date of mailing notice to us of such
termination. AIM Distributors's failure to terminate for any cause
shall not constitute a waiver of AIM Distributors's right to terminate
at a later date for any such cause. This Agreement may be terminated
with respect to any Fund at any time by the vote of a majority of the
directors or trustees of such Fund who are disinterested directors or by
a vote of a majority of the Fund's outstanding shares, on not less than
60 days' written notice to us at our principal place of business. This
Agreement will be terminated by any act which terminates a Fund's
Distribution Agreement with AIM Distributors, the Selected Dealer
Agreement between us and AIM Distributors or a Fund's Distribution Plan,
and in any event, shall terminate automatically in the event of its
assignment by us, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the 1940 Act.
11. We represent that our activities on behalf of our clients and pursuant
to this Agreement either (i) are not such as to require our registration
as a broker-dealer in the state(s) in which we engage in such
activities, or (ii) we are registered as a broker-dealer in the state(s)
in which we engage in such activities. We represent that we are
registered as a broker-dealer with the NASD if required under applicable
law.
12. This Agreement and all rights and obligations of the parties hereunder
shall be governed by and construed under the laws of the State of Texas.
This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which shall constitute the same
instrument. This Agreement shall not relieve us or AIM Distributors
from any obligations either may have under any other agreements between
us.
13. This Agreement shall become effective as of the date when it is executed
and dated by AIM Distributors.
<PAGE> 29
Shareholder Service Agreement Page 4
(Brokers for Bank Trust Departments)
The undersigned agrees to abide by the foregoing terms and conditions.
_____________________________________
(Firm Name)
_____________________________________
(Address)
_____________________________________
City/State/Zip/County
By: _________________________________
Name: _______________________________
Title: ______________________________
Dated: ______________________________
ACCEPTED:
A I M DISTRIBUTORS, INC.
By: ____________________________________
Name: __________________________________
Title: _________________________________
Dated: _________________________________
Please sign both copies and return to:
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
<PAGE> 30
Shareholder Service Agreement Page 5
(Brokers for Bank Trust Departments)
SCHEDULE A
<TABLE>
<CAPTION>
Funds Fees
----- ----
<S> <C>
AIM Equity Funds, Inc.
AIM Charter Fund (Retail Class)
AIM Constellation Fund (Retail Class)
AIM Weingarten Fund (Retail Class)
*AIM Aggressive Growth Fund
AIM Funds Group
AIM Balanced Fund
AIM Global Utilities Fund
AIM Growth Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Value Fund
AIM International Funds, Inc.
AIM International Equity Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
AIM Investment Securities Funds
Limited Maturity Treasury Portfolio
AIM Tax-Exempt Funds, Inc.
AIM Tax-Exempt Cash Fund
AIM Tax-Exempt Bond Fund of Connecticut
Intermediate Portfolio
</TABLE>
__________________________________
*Shares of AIM Aggressive Growth Fund may only be sold to current
shareholders who maintain open accounts in AIM Aggressive Growth Fund.
<PAGE> 1
EXHIBIT 15 (a)(6)
AMENDED
MASTER DISTRIBUTION PLAN
OF
AIM INTERNATIONAL FUNDS, INC.
(Class B Shares)
Section 1. AIM International Funds, Inc. (the "Fund") on behalf of
the series of its common stock set forth in Schedule A to this plan (the
"Portfolios"), may act as a distributor of the Class B Shares (the "Shares") of
the Portfolios, 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 annual rates set forth on Schedule A hereto of the average
daily net assets of each class of Shares, subject to any limitations imposed
from time to time by applicable rules of the National Association of Securities
Dealers, Inc.
Section 3. 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, 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 or as 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
or advanced by Distributors 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.
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")
who may from time to time
-1-
<PAGE> 2
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: distributing sales literature; answering routine Customer
inquiries concerning the Fund and the Shares; 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; assisting in the establishment and
maintenance of customer accounts and records and in the processing of
purchase and redemption transactions; investing dividends and capital
gains distributions automatically in Shares and providing such other
information and services as the Fund or the Customer may reasonably
request.
(c) Distributors may also enter into 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
shareholder services to their customers as set forth in the Bank
Agreements from time to time.
(d) Distributors may also enter into agreements
substantially in the form attached hereto as Exhibit C ("401(k) Service
Agreements") with selected providers of 401(k) plans. Such plan
providers will provide services to their customers as set forth in the
401(k) Service Agreements from time to time.
(e) Distributors may also enter into Shareholder Service
Agreements substantially in the form attached hereto as Exhibit D
("Bank Trust Department Agreements") with selected bank trust
departments. Such bank trust departments will provide shareholder
services to their customers as set forth in the Bank Trust Department
Agreements.
Section 5. This Plan shall not take effect, with respect to the
Shares of each Portfolio, until it has been approved by a vote of at least a
"majority of the outstanding voting securities" (as defined in the 1940 Act) of
such Shares.
Section 6. This Plan shall not take effect until it has been
approved, together with any related agreements, by votes of the majority of
both (a) the Board of Directors of the Fund and (b) those directors 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 Directors"), cast in person
at a meeting called for the purpose of voting on this Plan or such agreements.
Section 7. Unless sooner terminated pursuant to Section 9, this Plan
shall continue in effect until June 30, 1995 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
Directors and the Board of Directors shall review, at least quarterly, a
written report of the amounts so expended and the purposes for which such
expenditures were made.
-2-
<PAGE> 3
Section 9. This Plan may be terminated, with respect to the Shares
of each Portfolio, at any time by vote of a majority of the Dis-interested
Directors, or by vote of a majority of the outstanding voting securities of the
Shares of such Portfolios; provided, however, that if this Plan is terminated,
the obligation of the Fund to make payments pursuant to this Plan will
continue, and the Fund will be required to make payments hereunder beyond the
termination date with respect to expenses incurred in connection with the
Shares of each Portfolio sold 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 Directors or by a vote of the outstanding voting
securities of the Shares of each 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 INTERNATIONAL FUNDS, INC.
(on behalf of its Class B Shares)
/s/ NANCY L. MARTIN /s/ ROBERT H. GRAHAM
Attest: _________________________ By: _________________________
Assistant Secretary President
Effective as of September 10, 1994, as amended.
-3-
<PAGE> 4
SCHEDULE A TO
MASTER DISTRIBUTION PLAN OF
AIM INTERNATIONAL FUNDS, INC.
(CLASS B SHARES)
<TABLE>
<CAPTION>
MAXIMUM
ASSET BASED SERVICE AGGREGATE
FUND SALES CHARGE FEE FEE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
AIM Global Aggressive Growth Fund 0.75% 0.25% 1.00%
AIM Global Growth Fund 0.75% 0.25% 1.00%
AIM Global Income Fund 0.75% 0.25% 1.00%
AIM International Equity Fund 0.75% 0.25% 1.00%
</TABLE>
-4-
<PAGE> 5
EXHIBIT A
SHAREHOLDER SERVICE AGREEMENT
[LOGO APPEARS HERE] FOR SALE OF SHARES
A I M Distributors, Inc. OF THE AIM MUTUAL FUNDS
This Shareholder Service Agreement (the "Agreement") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act") by each
of the AIM-managed mutual funds (or designated classes of such funds) listed on
Schedule A to this Agreement (the "Funds"), under a Distribution Plan (the
"Plan") adopted pursuant to said Rule. This Agreement, being made between A I M
Distributors, Inc. ("Distributors"), solely as agent for the Funds, and the
undersigned authorized dealer, defines the services to be provided by the
authorized dealer for which it is to receive payments pursuant to the Plan
adopted by each of the Funds. The Plan and the Agreement have been approved by
a majority of the directors of each of the Funds, including a majority of the
directors who are not interested persons of such Funds, and who have no direct
or indirect financial interest in the operation of the Plan or related
agreements (the "Dis-interested Directors"), by votes cast in person at a
meeting called for the purpose of voting on the Plan. Such approval included a
determination that in the exercise of their reasonable business judgement and
in light of their fiduciary duties, there is a reasonable likelihood that the
Plan will benefit such Fund and its shareholders. The Plan has also been
approved by a vote of at least a majority of each of such Funds' (or applicable
class of such Funds) outstanding securities, as defined in the 1940 Act.
1 To the extent that you provide distribution-related continuing personal
shareholder services to customers who may, from time to time, directly or
beneficially own shares of the Funds, including but not limited to,
distributing sales literature, answering routine customer inquiries
regarding the Funds, assisting customers in changing dividend options,
accounting designation and addresses, and in enrolling into any of several
special investment plans offered in connection with the purchase of the
Fund's shares, assisting in the estabishment and maintenance of customer
accounts and records and in the processing of purchase and redemption
transactions, investing dividends and capital gains distributions
automatically in shares and providing such other services as the Funds or
the customer may reasonably request, we, solely as agent for the Funds,
shall pay you a fee periodically or arrange for such fee to be paid to you.
2 The fee paid with respect to each Fund will be calculated at the end of each
payment period (as indicated in Schedule A) for each business day of the
Fund during such payment period at the annual rate set forth in Schedule A
as applied to the average net asset value of the shares of such Fund
purchased or acquired through exchange on or after the Plan Calculation
Date shown for such Fund on Schedule A. Fees calculated in this manner
shall be paid to you only if your firm is the dealer of record at the close
of business on the last business day of the applicable payment period, for
the account in which such shares are held (the "Subject Shares"). In cases
where Distributors has advanced payment to you of the first year's fee for
shares sold at net asset value and subject to contingent deferred sales
charge, no additional payments will be made to you during the first year
the Subject Shares are held.
3 The total of the fees calculated for all of the Funds listed on Schedule A
for any period with respect to which calculations are made shall be paid
to you within 45 days after the close of such period.
4 We reserve the right to withhold payment with respect to the Subject Shares
purchased by you and redeemed or repurchased by the Fund or by us as Agent
within seven (7) business days after the date of our confirmation of such
purchase. We reserve the right at any time to impose minimum fee payment
requirements before any periodic payments will be made to you hereunder.
5 This Agreement does not require any broker-dealer to provide transfer
agency and recordkeeping related services as nominee for its customers.
6 You shall furnish us and the Funds with such information as shall
reasonably be requested either by the directors of the Funds or by us with
respect to the fees paid to you pursuant to this Agreement.
7 We shall furnish the directors of the Funds, for their review on a
quarterly basis, a written report of the amounts expended under the Plan by
us and the purposes for which such expenditures were made.
<PAGE> 6
8 Neither you nor any of your employees or agents are authorized to make any
representation concerning shares of the Funds except those contained in
the then current Prospectus for the Funds, and you shall have no authority
to act as agent for the Funds or for Distributors.
9 We may enter into other similar Shareholder Service Agreements with any
other person without your consent.
10 This Agreement and Schedule A may be amended at any time without your
consent by Distributors mailing a copy of an amendment to you at the address
set forth below. Such amendment shall become effective on the date
specified in such amendment unless you elect to terminate this Agreement
within thirty (30) days of your receipt of such amendment.
11 This Agreement may be terminated with respect to any Fund at any time
without payment of any penalty by the vote of a majority of the directors
of such Fund who are Dis-interested Directors or by a vote of a majority of
the Fund's outstanding shares, on sixty (60) days' written notice. It will
be terminated by any act which terminates either the Fund's Distribution
Agreement with us, the Selected Dealer Agreement between your firm and us
or the Fund's Distribution Plan, and in any event, it shall terminate
automatically in the event of its assignment as that term is defined in the
1940 Act.
12 The provisions of the Distribution Agreement between any Fund and us,
insofar as they relate to the Plan, are incorporated herein by reference.
This Agreement shall become effective upon execution and delivery hereof
and shall continue in full force and effect as long as the continuance of
the Plan and this related Agreement are approved at least annually by a
vote of the directors, including a majority of the Dis-interested
Directors, cast in person at a meeting called for the purpose of voting
thereon. All communications to us should be sent to the address of
Distributors as shown at the bottom of this Agreement. Any notice to you
shall be duly given if mailed or telegraphed to you at the address
specified by you below.
13 You represent that you provide to your customers who own shares of the
Funds personal services as defined from time to time in applicable
regulations of the National Association of Securities Dealers, Inc., and
that you will continue to accept payments under this Agreement only so long
as you provide such services.
14 This Agreement shall be construed in accordance with the laws of the State
of Texas.
A I M DISTRIBUTORS, INC.
/S/ MICHAEL J. CEMO
Date:________________ By: X____________________________________________
The undersigned agrees to abide by the foregoing terms and conditions.
Date:________________ By: X____________________________________________
Signature
____________________________________________
Print Name Title
____________________________________________
Dealer's Name
____________________________________________
Address
____________________________________________
City State Zip
Please sign both copies and return one copy of
each to:
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
<PAGE> 7
SCHEDULE "A"
[LOGO APPEARS HERE] SHAREHOLDER SERVICE AGREEMENT
A I M Distributors, Inc.
<TABLE>
<CAPTION>
Fund Fee Rate* Plan Calculation Date
- -------------------------------------------------------------------------------------
<S> <C> <C>
AIM Aggressive Growth Fund 0.25 July 1, 1992
AIM Balanced Fund A Shares 0.25 October 18, 1993
AIM Balanced Fund B Shares 0.25 October 18, 1993
AIM Charter Fund 0.25 November 18, 1986
AIM Constellation Fund 0.25 September 9, 1986
AIM Global Aggressive Growth Fund A Shares 0.50 September 15, 1994
AIM Global Aggressive Growth Fund B Shares 0.25 September 15, 1994
AIM Global Growth Fund A Shares 0.50 September 15, 1994
AIM Global Growth Fund B Shares 0.25 September 15, 1994
AIM Global Income Fund A Shares 0.50 September 15, 1994
AIM Global Income Fund B Shares 0.25 September 15, 1994
AIM Government Securities Fund A Shares 0.25 July 1, 1992
AIM Government Securities Fund B Shares 0.25 September 1, 1993
AIM Growth Fund A Shares 0.25 July 1, 1992
AIM Growth Fund B Shares 0.25 September 1, 1993
AIM High Yield Fund A Shares 0.25 July 1, 1992
AIM High Yield Fund B Shares 0.25 September 1, 1993
AIM Income Fund A Shares 0.25 July 1, 1992
AIM Income Fund B Shares 0.25 September 1, 1993
AIM International Equity Fund A Shares 0.25 May 21, 1992
AIM International Equity Fund B Shares 0.25 September 15, 1994
AIM Limited Maturity Treasury Shares 0.15 December 2, 1987
AIM Money Market Fund A Shares 0.25 October 18, 1993
AIM Money Market Fund B Shares 0.25 October 18, 1993
AIM Money Market Fund C Shares 0.25 October 18, 1993
AIM Municipal Bond Fund A Shares 0.25 July 1, 1992
AIM Municipal Bond Fund B Shares 0.25 September 1, 1993
AIM Tax-Exempt Bond Fund of Connecticut 0.25 July 1, 1992
AIM Tax-Exempt Cash Fund 0.10 July 1, 1992
AIM Utilities Fund A Shares 0.25 July 1, 1992
AIM Utilities Fund B Shares 0.25 September 1, 1993
AIM Value Fund A Shares 0.25 July 1, 1992
AIM Value Fund B Shares 0.25 October 18, 1993
AIM Weingarten Fund 0.25 September 9, 1986
</TABLE>
*Frequency of Payments: Quarterly, B share payments begin after an initial
12 month holding period.
Minimum Payments: $50 (with respect to all funds in the aggregate.)
No payment pursuant to this Schedule is payable to a dealer, bank or other
service provider for the first year with respect to sales of $1 million or
more, at no load, in cases where A I M Distributors, Inc. has advanced the
service fee to the dealer, bank or other service provider.
<PAGE> 8
EXHIBIT B
[LOGO APPEARS HERE] BANK SHAREHOLDER
A I M Distributors, Inc. SERVICE AGREEMENT
We desire to enter into an Agreement with A I M Distributors, Inc. (the
"Company") acting as agent for the "AIM Funds", for servicing of our agency
clients who are shareholders of, and the administration of such shareholder
accounts in the shares of the AIM Funds (hereinafter referred to as the
"Shares"). Subject to the Company's acceptance of this Agreement, the terms and
conditions of this Agreement shall be as follows:
1 We shall provide continuing personal shareholder and administration
services for holders of the Shares who are also our clients. Such services
to our clients may include, without limitation, some or all of the
following: answering shareholder inquiries regarding the Shares and the AIM
Funds; performing subaccounting; establishing and maintaining shareholder
accounts and records; processing and bunching customer purchase and
redemption transactions; providing periodic statements showing a
shareholder's account balance and the integration of such statements with
those of other transactions and balances in the shareholder's other
accounts serviced by us; forwarding applicable AIM Funds prospectuses, proxy
statements, reports and notices to our clients who are holders of Shares;
and such other administrative services as you reasonably may request, to
the extent we are permitted by applicable statute, rule or regulations to
provide such services. We represent that we shall accept fees hereunder
only so long as we continue to provide personal shareholder services to our
clients.
2 Shares purchased by us as agents for our clients will be registered (choose
one) (in our name or in the name or in the name of our nominee) (in the
names of our clients). The client will be the beneficial owner of the
Shares purchased and held by us in accordance with the client's
instructions and the client may exercise all applicable rights of a holder
of such Shares. We agree to transmit to the AIM Funds' transfer agent in a
timely manner, all purchase orders and redemption requests of our clients
and to forward to each client any proxy statements, periodic shareholder
reports and other communications received from the Company by us on behalf
of our clients. The Company agrees to pay all out-of-pocket expenses
actually incurred by us in connection with the transfer by us of such proxy
statements and reports to our clients as required by applicable law or
regulation. We agree to transfer record ownership of a client's Shares to
the client promptly upon the request of a client. In addition, record
ownership will be promptly transferred to the client in the event that the
person or entity ceases to be our client.
3 Within five (5) business days of placing a purchase order we agree to send
(i) a cashiers check to the Company, or (ii) a wire transfer to the AIM
Funds' transfer agent, in an amount equal to the amount of all purchase
orders placed by us on behalf of our clients and accepted by the Company.
4 We agree to make available to the Company, upon the Company's request, such
information relating to our clients who are beneficial owners of Shares and
their transactions in such Shares as may be required by applicable laws and
regulations or as may be reasonably requested by the Company. The names of
our customers shall remain our sole property and shall not be used by the
Company for any other purpose except as needed for servicing and
information mailings in the normal course of business to holders of the
Shares.
5 We shall provide such facilities and personnel (which may be all or any
part of the facilities currently used in our business, or all or any
personnel employed by us) as may be necessary or beneficial in carrying out
the purposes of this Agreement.
6 Except as may be provided in a separate written agreement between the
Company and us, neither we nor any of our employees or agents are
authorized to assist in distribution of any of the AIM Funds' shares except
those contained in the then current Prospectus applicable to the Shares;
and we shall have no authority to act as agent for the Company or the AIM
Funds. Neither the AIM Funds, A I M Advisors, Inc. nor A I M Distributors,
Inc. will be a party, nor will they be represented as a party, to any
agreement that we may enter into with our clients.
<PAGE> 9
7 In consideration of the services and facilities described herein, we shall
receive from the Company on behalf of the AIM Funds an annual service fee,
payable at such intervals as may be set forth in Schedule A hereto, of a
percentage of the aggregate average net asset value of the Shares owned
beneficially by our clients during each payment period, as set forth in
Schedule A hereto. We understand that this Agreement and the payment of
such service fees has been authorized and approved by the Boards of
Directors/Trustees of the AIM Funds, and is subject to limitations imposed
by the National Association of Securities Dealers, Inc. In cases where the
Company has advanced payments to us of the first year's fee for shares sold
with a contingent deferred sales charge, no payments will be made to us
during the first year the subject Shares are held.
8 The AIM Funds reserve the right, at their discretion and without notice, to
suspend the sale of any Shares or withdraw the sale of Shares.
9 We understand that the Company reserves the right to amend this Agreement
or Schedule A hereto at any time without our consent by mailing a copy of
an amendment to us at the address set forth below. Such amendment shall
become effective on the date specified in such amendment unless we elect to
terminate this Agreement within thirty (30) days of our receipt of such
amendment.
10 This Agreement may be terminated at any time by the Company on not less
than 15 days' written notice to us at our principal place of business. We,
on 15 days' written notice addressed to the Company at its principal place
of business, may terminate this Agreement, said termination to become
effective on the date of mailing notice to us of such termination. The
Company's failure to terminate for any cause shall not constitute a waiver
of the Company's right to terminate at a later date for any such cause.
This Agreement shall terminate automatically in the event of its assigment,
the term "assignment" for this purpose having the meaning defined in
Section 2(a)(4) of the Investment Company Act of 1940, as amended.
11 All communications to the Company shall be sent to it at Eleven Greenway
Plaza, Suite 1919, Houston, Texas, 77046-1173. Any notice to us shall be
duly given if mailed or telegraphed to us at this address shown on this
Agreement.
12 This Agreement shall become effective as of the date when it is executed
and dated below by the Company. This Agreement and all rights and
obligations of the parties hereunder shall be governed by and construed
under the laws of the State of Texas.
A I M DISTRIBUTORS, INC.
/S/ MICHAEL J. CEMO
Date:________________ By: X____________________________________________
The undersigned agrees to abide by the foregoing terms and conditions.
Date:________________ By: X____________________________________________
Signature
____________________________________________
Print Name Title
____________________________________________
Dealer's Name
____________________________________________
Address
____________________________________________
City State Zip
Please sign both copies and return one copy of
each to:
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
<PAGE> 10
SCHEDULE "A" TO BANK
[LOGO APPEARS HERE] SHAREHOLDER SERVICE AGREEMENT
A I M DISTRIBUTORS, INC.
<TABLE>
<CAPTION>
Fund Fee Rate* Plan Calculation Date
- -------------------------------------------------------------------------------------
<S> <C> <C>
AIM Aggressive Growth Fund 0.25 July 1, 1992
AIM Balanced Fund A Shares 0.25 October 18, 1993
AIM Balanced Fund B Shares 0.25 October 18, 1993
AIM Charter Fund 0.25 November 18, 1986
AIM Constellation Fund A Shares 0.25 September 9, 1986
AIM Global Aggressive Growth Fund A Shares 0.50 September 15, 1994
AIM Global Aggressive Growth Fund B Shares 0.25 September 15, 1994
AIM Global Growth Fund A Shares 0.50 September 15, 1994
AIM Global Growth Fund B Shares 0.25 September 15, 1994
AIM Global Income Fund A Shares 0.50 September 15, 1994
AIM Global Income Fund B Shares 0.25 September 15, 1994
AIM Government Securities Fund A Shares 0.25 July 1, 1992
AIM Government Securities Fund B Shares 0.25 September 1, 1993
AIM Growth Fund A Shares 0.25 July 1, 1992
AIM Growth Fund B Shares 0.25 September 1, 1993
AIM High Yield Fund A Shares 0.25 July 1, 1992
AIM High Yield Fund B Shares 0.25 September 1, 1993
AIM Income Fund A Shares 0.25 July 1, 1992
AIM Income Fund B Shares 0.25 September 1, 1993
AIM International Equity Fund A Shares 0.25 May 21, 1992
AIM International Equity Fund B Shares 0.25 September 15, 1994
AIM Limited Maturity Treasury Shares 0.15 December 2, 1987
AIM Money Market Fund A Shares 0.25 October 18, 1993
AIM Money Market Fund B Shares 0.25 October 18, 1993
AIM Money Market Fund C Shares 0.25 October 18, 1993
AIM Municipal Bond Fund A Shares 0.25 July 1, 1992
AIM Municipal Bond Fund B Shares 0.25 September 1, 1993
AIM Tax-Exempt Bond Fund of Connecticut 0.25 July 1, 1992
AIM Tax-Exempt Cash Fund 0.10 July 1, 1992
AIM Utilities Fund A Shares 0.25 July 1, 1992
AIM Utilities Fund B Shares 0.25 September 1, 1993
AIM Value Fund A Shares 0.25 July 1, 1992
AIM Value Fund B Shares 0.25 October 18, 1993
AIM Weingarten Fund 0.25 September 9, 1986
</TABLE>
*Frequency of Payments: Quarterly, B share payments begin after an initial
12 month holding period.
Minimum Payments: $50 (with respect to all funds in the aggregate.)
No payment pursuant to this Schedule is payable to a dealer, bank or other
service provider for the first year with respect to sales of $1 million or
more, at no load, in cases where A I M Distributors, Inc. has advanced the
service fee to the dealer, bank or other service provider.
<PAGE> 11
EXHIBIT C
SERVICE AGREEMENT FOR QUALIFIED
DEFINED CONTRIBUTION PLANS
This Agreement is entered into as of the ____ of ____________, 19____,
between [NAME] (the "Plan Provider") and A I M Distributors, Inc. ("The
Distributor").
RECITAL
-------
Plan Provider acts as [trustee/servicing agent] for qualified defined
contribution plans. Plan Provider invests and reinvests the Plans assets as
specified by an investment adviser, sponsor or administrative committee of the
Plan (a "Plan Representative") generally upon the direction of Plan
beneficiaries ("Participants").
Plan Provider and Distributor desire to facilitate the purchase and
redemption of shares (the "Shares") of the funds listed on Exhibit A hereto
(the "Fund" or "Funds"), registered investment companies distributed by
Distributor, on behalf of the Plans, through one or more accounts (not to
exceed one per Plan) in each Fund (individually an "Account" and collectively
the "Accounts"), subject to the terms and conditions of this Agreement.
Distributor shall, on behalf of the Funds, pay to Plan Provider a fee in
accordance with Exhibit B hereto.
AGREEMENT
---------
1. Pricing Information
-------------------
Each Fund or its designee will furnish Plan Provider on each business
day that the New York Stock Exchange is open for business ("Business
Day"), with (i) net asset value information as of the close of trading
(currently 4:15 p.m. Eastern Time) on the New York Stock Exchange or
as at such later times at which a Fund's net asset value is calculated
as specified in such Fund's prospectus ("Close of Trading"), (ii)
dividend and capital gains information as it becomes available, and
(iii) in the case of income Funds, the daily accrual for interest rate
factor (mil rate). The Funds shall use their best efforts to provide
such information to Plan Provider by 6:00 p.m. Central Time on the
same Business Day.
2. Orders and Settlement
---------------------
Plan Provider will calculate order allocations among designated
investment media and transmit to Distributor orders to purchase or
redeem Shares for specified Accounts. Plan Provider agrees that
orders for net purchases or net redemptions of Shares derived from
instructions received in proper form by Plan Provider from Plan
Representatives prior to the Close of Trading on any given Business
Day will be processed that same evening and transmitted to Distributor
or its designee by 9:00 a.m. Central Time on the following Business
Day. Plan Provider agrees that payment for net purchases of Shares
attributable to all orders executed for the Accounts on a given
Business Day will be wired
-1-
<PAGE> 12
by Plan Provider or its designee no later than 2:00 p.m. Central Time
to a custodial account designated by Distributor. Distributor agrees
that payment for net redemptions of Shares attributable to all orders
executed for the Accounts on a given Business Day will be wired by
Distributor on the next Business Day after such redemption orders are
transmitted to Distributor or its designee no later than 4:00 p.m.
Central Time to an account designated by Plan Provider.
Subject to Plan Provider's compliance with the foregoing, Plan
Provider will be considered agent for the Funds and the Business Day
on which instructions are received in proper form by Plan Provider
from Participants or Plan Representatives by the Close of Trading will
be the date as of which Shares will be purchased and redeemed as a
result of such instructions. Plan Provider will time stamp
instructions received from Participants or Plan Representatives and
will make such instructions and other records relating to the Services
performed hereunder available for audit by Distributor's auditors upon
request. Instructions received in proper form by Plan Provider from
Participants or Plan Representatives after the Close of Trading on any
given Business Day shall be treated as if received on the next
following Business Day. Dividends and capital gains distributions
will be automatically reinvested on payable date at net asset value in
accordance with each Fund's then current prospectus.
3. Participant Recordkeeping
-------------------------
Recordkeeping and other administrative services to Plan Participants
shall be the responsibility of the recordkeeper for the Plans and
shall not be the responsibility of the Distributor or its transfer
agent. Distributor will recognize each Plan as a single shareholder
and as an unallocated account in the Funds, and will not maintain
separate accounts for Plan participants.
4. Account Information
-------------------
Distributor will provide Plan Provider (a) daily confirmations of
Account activity within five Business Days after each day on which a
purchase or redemption of Shares is effected for the particular
Account, (b) if requested by Plan Provider, quarterly statements
detailing activity in each Account within fifteen Business Days after
the end of each quarter, and (c) such other reports as may be
reasonably requested by Plan Provider.
5. Maintenance of Records
----------------------
Each party shall maintain and preserve all records as required by law
to be maintained and preserved in connection with providing the
Services and in making Shares available to the Plans. Upon the
request of Distributor, the Plan Provider shall provide copies of all
records relating to the Funds as may reasonably be requested to enable
the Funds or their representatives to comply with any request of a
governmental body or self-regulatory organization.
6. Compliance with Laws
--------------------
-2-
<PAGE> 13
At all times Plan Provider shall comply with all laws, rules and
regulations applicable to it by virtue of entering into this
Agreement, including but not limited to those applicable to a transfer
agent under the Federal securities laws, including, without
limitation, all prospectus delivery requirements. The parties agree
that Plan Provider may satisfy prospectus delivery requirements by
sub-contracting with Plan Representatives. At all times, Distributor
and the Funds shall comply with all laws, rules and regulations
applicable to them by virtue of entering into this Agreement. The
Plan Provider and Plan Representatives, and not the Distributor, shall
take such action as may be necessary so that the transactions
contemplated by this Service Agreement shall not be "Prohibited
Transactions" under section 406 of the Employee Retirement Income
Security Act of 1974, or section 4975 of the Internal Revenue Code.
7. Representations with Respect to the Distributor and the Funds
-------------------------------------------------------------
Plan Provider and its agents shall not make representations concerning
a Fund or Shares except those contained in the then current prospectus
of such Fund, in current sales literature furnished by Distributor to
Plan Provider, and in current sales literature created by Plan
Provider and submitted to and approved in writing by Distributor prior
to its use.
8. Expenses
--------
(a) Each party shall bear all expenses incidental to the
performance of its obligations under this Agreement.
(b) Each Fund shall pay the cost of registration of its shares
with the Securities and Exchange Commission and in states
where required. Each Fund shall distribute or cause to be
distributed to Plan Provider its proxy material, periodic Fund
reports to shareholders and other material as such Fund may
require to be sent to shareholders. The cost of preparing and
printing this material shall be paid by the applicable Fund or
Distributor, and the cost of distributing such items shall be
borne by Plan Provider or the Plans/Plan Representatives.
9. Relationship of Parties
-----------------------
Except to the extent provided in Section 2, it is understood and
agreed that all Services performed hereunder by Plan Provider shall be
as an independent contractor and not as an employee or agent of
Distributor or any of the Funds, and none of the parties shall hold
itself out as an agent of any other party with the authority to bind
such party.
10. Use of Names
------------
Except as otherwise expressly provided for in this Agreement, Plan
Provider shall not use, nor shall it allow its employees or agents to
use, the name or logo of Distributor or the Funds, any affiliate of
Distributor, or any products or services sponsored, managed, advised,
administered, or distributed by Distributor or any of its affiliates,
for advertising, trade, or other commercial or noncommercial purposes
without the express prior written consent of Distributor. Except as
otherwise expressly provided for in this Agreement,
-3-
<PAGE> 14
neither Distributor nor the Funds shall allow its employees or agents
to use the name or logo of Plan Provider, any affiliate of Plan
Provider, or any products or services sponsored or offered by Plan
Provider or any of its affiliates, for advertising, trade, or other
commercial or noncommercial purposes without the express prior written
consent of Plan Provider.
11. Termination
-----------
This Agreement may be terminated with respect to any Fund at any time
without payment of any penalty by the vote of a majority of the
directors of such Fund who are "disinterested directors", as that term
is defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), or by a vote of a majority of the Fund's outstanding
shares, on sixty (60) days' written notice. It will be terminated by
any act which terminates either the Fund's distribution agreement with
the Distributor, or any related agreement thereunder, and in any
event, it shall terminate automatically in the event of its assignment
as that term is defined in the 1940 Act.
12. Indemnification
---------------
(a) Plan Provider agrees to indemnify and hold harmless the
Distributor, its affiliates, the Funds, the Funds' investment
advisers, and each of their directors, officers, employees,
agents and each person, if any, who controls them within the
meaning of the Securities Act of 1933, as amended (the
"Securities Act"), (the "Distributor Indemnitees") against any
losses, claims, damages, liabilities or expenses to which a
Distributor Indemnitee may become subject insofar as those
losses, claims, damages, liabilities or expenses or actions in
respect thereof, arise out of or are based upon (i) Plan
Provider's negligence or willful misconduct in performing the
Services, (ii) any breach by Plan Provider of any material
provision of this Agreement, or (iii) any breach by Plan
Provider of a representation, warranty or covenant made in
this Agreement; and Plan Provider will reimburse the
Distributor Indemnitee for any legal or other expenses
reasonably incurred, as incurred, by them in connection with
investigating or defending such loss, claim or action. This
indemnity agreement will be in addition to any liability which
Plan Provider may otherwise have.
(b) Distributor agrees to indemnify and hold harmless Plan
Provider and its affiliates, and each of its directors,
officers, employees, agents and each person, if any, who
controls Plan Provider within the meaning of the Securities
Act (the "Plan Provider Indemnitees") against any losses,
claims, damages, liabilities or expenses to which a Plan
Provider Indemnitee may become subject insofar as such losses,
claims, damages, liabilities or expenses (or actions in
respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact
contained in the Registration Statement or Prospectus of a
Fund, or the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to
make statements therein not misleading, (ii) any breach by
Distributor of any material provision of this Agreement, (iii)
Distributor's negligence or willful misconduct in carrying out
its duties and responsibilities under
-4-
<PAGE> 15
this Agreement, or (iv) any breach by Distributor of a
representation, warranty or covenant made in this Agreement;
and Distributor will reimburse the Plan Provider Indemnitees
for any legal or other expenses reasonably incurred, as
incurred, by them, in connection with investigating or
defending any such loss, claim or action. This indemnity
agreement will be in addition to any liability which
Distributor may otherwise have.
13. Notice
------
Each notice required by this Agreement shall be given in writing and
delivered personally or mailed by certified mail or courier service to
the other party at the following address or such other address as each
party may give notice to the other.
If to Plan Provider, to:
[Insert Address]
If to Distributor or any Fund, to:
Michael J. Cemo, President
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046
with a copy to the General Counsel of Distributor.
14. Governing Law
-------------
This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Texas applicable to agreements fully
executed and to be performed therein.
15. Additional Representations, Warranties and Covenants
----------------------------------------------------
Each party represents that it is free to enter into this Agreement and
that by doing so it will not breach or otherwise impair any other
agreement or understanding with any other person, corporation or other
entity. Plan Provider further represents, warrants, and covenants
that:
(a) it has full power and authority under applicable law, and has
taken all action necessary, to enter into and perform this
Agreement;
(b) it is registered as a transfer agent pursuant to Section 17A
of the Securities Exchange Act of 1934, as amended (the "1934
Act"), or is exempt from such registration;
(c) the arrangements provided for in this Agreement will be
disclosed to the Plan Representatives;
-5-
<PAGE> 16
(d) it is not required to be registered as a broker-dealer under
the 1934 Act or any applicable state securities laws as a
result of entering into and performing the services set forth
in this Agreement.
Distributor further represents, warrants and covenants, that:
(a) it has full power and authority under applicable law,
and has taken all action necessary, to enter and
perform this Agreement; and
(b) it is registered as a broker-dealer under the 1934
Act and any applicable state securities laws; and
(c) the Funds' advisor(s) are registered as an investment
adviser under the Investment Advisers Act of 1940,
the Funds are registered as investment companies
under the Investment Company Act of 1940 and Fund
Shares are registered under the Securities Act of
1933.
16. Complete Agreement
------------------
This Agreement contains the full and complete understanding of the
parties and supersedes all prior representations, promises,
statements, arrangements, agreements, warranties and understandings
between the parties with respect to the subject matter hereof, whether
oral or written, express or implied.
17. Modification
------------
This Agreement may be modified or amended, and the terms of this
Agreement may be waived, only by a writing signed by each of the
parties.
18. Counterparts
------------
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.
19. Assignment
----------
This Agreement shall not be assigned by a party hereto, without the
prior written consent of the other parties hereto, except that a party
may assign this Agreement to an affiliate having the same ultimate
ownership as the assigning party without such consent.
20. Survival
--------
The provisions of Sections 5, 10, and 12 shall survive termination of
this Agreement.
-6-
<PAGE> 17
21. Non-Exclusivity
---------------
Each of the parties acknowledges and agrees that this Agreement and
the arrangement described herein are intended to be non-exclusive and
that each of the parties is free to enter into similar agreements and
arrangements with other entities.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement by their duly authorized officers as of this ____
day of _________________ 19___.
[PLAN PROVIDER]
By:
----------------------------------------
Print Name:
--------------------------------
Title:
-------------------------------------
DISTRIBUTOR:
By:
----------------------------------------
Print Name:
--------------------------------
Title:
-------------------------------------
-7-
<PAGE> 18
EXHIBIT A
---------
Class B Shares
- --------------
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
AIM International Equity Fund
<PAGE> 19
EXHIBIT B
---------
[Up to 0.25% per annum of the average daily net assets of the
Fund attributable to the customers of the Plan Provider]
<PAGE> 20
EXHIBIT D
AGREEMENT FOR PURCHASE OF SHARES
[AIM LOGO APPEARS HERE] OF THE AIM FAMILY OF FUNDS(R)
A I M Distributors, Inc.
(BANK TRUST DEPARTMENTS)
________________________, 19_____
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
Gentlemen:
We desire to enter into an agreement with A I M Distributors, Inc. ("AIM
Distributors"), the distributor of the shares of common stock or beneficial
interest of the registered investment companies (the "Funds") listed on
Schedule A hereto, which may be amended by AIM Distributors from time to time.
This Agreement defines the terms pursuant to which we may purchase shares of
common stock or of beneficial interest, as the case may be, of the Funds (the
"Shares") from AIM Distributors in connection with the fee-based program made
available by us to our clients (the "Fee-Based Program"). In consideration of
the mutual covenants stated below, we and AIM Distributors hereby agree as
follows:
1. In every transaction, AIM Distributors will act as agent for the Fund
and we will act as principal for our own account. We have no authority
whatsoever to act as AIM Distributors' agent or as agent for the Funds,
Fund Management Company, any other bank or selected dealer or the Funds'
transfer agent, and nothing in this Agreement shall serve to appoint us
as an agent of any of the foregoing in connection with transactions with
our customers or otherwise.
2. By accepting this Agreement, we agree:
a. that we will purchase Shares only from AIM Distributors;
b. that we will purchase Shares from AIM Distributors only for the
purpose of covering purchase orders already received from our
customers;
c. that we will not withhold placing with AIM Distributors orders
received from our customers so as to profit ourselves as a result
of such withholdings; and
d. that we are responsible for determining whether Shares are
suitable investments for our customers, and that AIM Distributors
and Fund Management Company are not responsible for such
determination.
3. We agree that our transactions in Shares will be limited to
(a) the purchase of Shares from AIM Distributors for resale to our
customers, (b) exchanges of Shares between Funds, as permitted by the
Funds' then current registration statements (which include the
prospectuses) and in accordance with procedures as they may be modified
by AIM Distributors from time to time, and (c) transactions involving the
redemption of Shares by a Fund or the repurchase of Shares by AIM
Distributors as an accommodation to shareholders. Redemptions by a Fund
and repurchase by AIM Distributors will be effected
<PAGE> 21
Agreement for Purchase of Shares of
The AIM Family of Funds(R) Page 2
in the manner and upon the terms described in the then effective
prospectus used in connection with the offer and sale of Shares (the
"prospectus"). AIM Distributors will, upon our request, assist us in
processing such orders for redemptions or repurchases.
4. The procedures relating to the handling of orders shall be subject to
instructions which AIM Distributors will forward from time to time to
all selected dealers and banks with whom AIM Distributors has entered
into a Selected Dealer Agreement or similar agreement. The minimum
initial order shall be specified in the Funds' then current
prospectuses. All purchase orders are subject to AIM Distributors'
receipt of Shares from the appropriate Fund and AIM Distributors'
acceptance of such orders.
5. We will purchase Shares from AIM Distributors in connection with the
Fee-Based Program at the net asset value of the Shares, and will charge
our customers an annual fee as set forth on Schedule B hereto for the
asset allocation and similar specialized investment services that we
provide to our customers. We will earn no concession or commission from
AIM Distributors or the Funds on any sale of Shares. We waive our right
to receive service fees on Shares held in any Fee-Based Program customer
account.
6. AIM Distributors shall accept orders only on the basis of the current
net asset value of the Shares. We agree to place orders in respect of
Shares immediately upon the receipt of orders from our customers for the
same number of shares. Orders which we receive from our customers shall
be deemed to be placed with AIM Distributors when received by AIM
Distributors. Orders which we receive prior to the close of business,
as defined in the applicable prospectus, and place with AIM Distributors
within the time frame set forth in the applicable prospectus shall be
priced at the net asset value next computed after they are received by
AIM Distributors. AIM Distributors will not accept a conditional order
for Shares from us on any basis. All orders shall be subject to
confirmation by AIM Distributors and are subject to acceptance or
rejection by AIM Distributors in its sole discretion. Following receipt
from us of any order to purchase Shares, AIM Distributors shall confirm
such order to us in writing.
7. We agree to transfer to AIM Distributors in a timely manner as set forth
in the applicable prospectus, federal funds in an amount equal to the
amount of all purchase orders placed by us and accepted by AIM
Distributors. In the event that AIM Distributors fails to receive such
federal funds on such date (other than through the fault of AIM
Distributors), we shall indemnify the applicable Fund and AIM
Distributors against any expense (including overdraft charges) incurred
by the applicable Fund and/or AIM Distributors as a result of the
failure to receive such federal funds.
8. If payment is not received within ten (10) business days of AIM
Distributors' acceptance of the order, AIM Distributors reserves the
right to cancel the sale or, at its option, to sell the Shares to the
Funds at the then prevailing net asset value. In this event, or in the
event that we cancel the trade for any reason, we agree to be
responsible for any loss resulting to the Funds or AIM Distributors from
our failure to make payment as aforesaid. We shall not be entitled to
any gains generated thereby.
<PAGE> 22
Agreement for Purchase of Shares of
The AIM Family of Funds(R) Page 3
9. In consideration of A I M Fund Services, Inc. ("AFS") honoring
redemption requests for shares having a value equal to or greater than
$50,000 received by telephone without an accompanying signature
guarantee letter of instructions from us, we hereby agree to indemnify
and hold harmless A I M Management Group Inc., its affiliates and each
investment company which receives services from, or is advised by, A I M
Management Group Inc. or its affiliates against losses, including
reasonable attorneys' fees, that may arise from the redemption of shares
based on instructions received by AFS by telephone that are not
accompanied by a signature guarantee letter of instructions as described
in the applicable prospectus. Attached hereto as Exhibit A is a
certified copy of the resolutions of our Board of Directors/Trustees
that authorize certain, specified individuals to make such redemption
requests, as well as true and correct specimens of such specified
individuals' signatures.
10. Any order placed by us for the repurchase of Shares is subject to the
timely receipt by the Fund's transfer agent of all required documents in
good order. If such documents are not received within a reasonable time
after the order is placed, the order is subject to cancellation, in
which case we agree to be responsible for any loss resulting to the Fund
or to AIM Distributors from such cancellation.
11. We will not, without the prior written approval of AIM Distributors,
make public references to A I M Management Group Inc. or any of its
subsidiaries, or to the Funds or their availability at net asset value.
For purposes of this provision, the public does not include our
representatives who are actively engaged in promoting this product.
This prohibition shall not relate to our practice of distributing
brochures to the public which contain information about the Fee-Based
Program; provided, however, that any such brochure that mentions the
Funds shall be submitted to the compliance officer of AIM Distributors
for his written approval prior to our use. We shall provide copies to
AIM Distributors' compliance officer of any of our regulatory filings
that include any reference to A I M Management Group Inc. or its
subsidiaries or the Funds. If we should make unauthorized references or
representations, we agree to indemnify and hold harmless the Funds,
A I M Management Group Inc. and its subsidiaries from any claims, losses,
expenses or liability arising in any way out of or connected in any way
with such references or representations.
12. We agree that we will not make Shares available to our customers except
under circumstances that will result in compliance with the applicable
federal and state securities and banking laws and that we will not use
any advertising or sales literature, as such terms are defined by the
National Association of Securities Dealers, Inc. (the "NASD"), of any
kind whatsoever with respect to the Funds or A I M Management Group Inc.
or its subsidiaries without AIM Distributors' prior written consent and
the prior written consent of the appropriate Fund.
13. Sales and exchanges of Shares may only be made in those states and
jurisdictions where Shares are registered or qualified for sale to the
public. AIM Distributors agrees to advise us currently of the identity
of those states and jurisdictions in which the Shares are
<PAGE> 23
Agreement for Purchase of Shares of
The AIM Family of Funds(R) Page 4
registered or qualified for sale, and we agree to indemnify and hold
harmless AIM Distributors, Fund Management Company and/or the Funds from
any claims, losses, expenses or liability arising in any way out of or
connected in any way with a sale of Shares in any state or jurisdiction
in which such Shares are not so registered or qualified.
14. AIM Distributors reserves the right, in its discretion, without notice
to us, to suspend sales or withdraw any offering of Shares entirely or,
upon notice to us, to amend this Agreement. We agree that any order to
purchase Shares of the Funds placed by us after notice of any amendment
to this Agreement has been sent to us shall constitute our agreement to
any such amendment.
15. We shall maintain an omnibus account(s) solely for the clients of the
Fee-Based Program. We shall, among other things, be responsible for
forwarding tax reporting information, confirmation statements, proxies,
annual and semi-annual reports and other materials to each beneficial
owner. AIM Distributors will supply us with copies of the prospectuses
and statements of additional information of the Funds (including any
amendments thereto) in reasonable quantities upon request. We are not
required to provide our customers with a current prospectus prior to or
at the time such customers purchase Shares or provide any customer who
so requests a copy of a Fund's statement of additional information on
file with the U.S. Securities and Exchange Commission, or if we are so
required, we will provide all our customers with a current prospectus
prior to or at the time such customers purchase Shares and provide any
customer who so requests a copy of a Fund's statement of additional
information on file with the U.S. Securities and Exchange Commission.
16. We represent that we are not required to be registered as a
broker-dealer in any states in connection with our activities in such
states on behalf of our clients and pursuant to this Agreement, or with
the NASD, or that if we are required to be registered as a broker-dealer
in any states or with the NASD, that we are registered as such. We
represent and warrant that no requirements of the NASD are presently
applicable to the Fee-Based Program, and that if any requirements of the
NASD become applicable to the Fee-Based Program, it will comply with
such requirements. We represent and warrant that the Fee-Based Program
will comply with all applicable requirements under the Investment
Advisors Act of 1940, as amended, and the prospectus and delivery and
other applicable requirements under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended.
17. We and AIM Distributors agree to abide by the Rules of Fair Practice of
the NASD and all other federal and state rules and regulations that are
now or may become applicable to transactions hereunder. If we are or
become a member of the NASD, our expulsion from the NASD will
automatically terminate this Agreement without notice. Our suspension
from the NASD or a violation by us of applicable state and federal laws
and rules and regulations of authorized regulatory agencies will
terminate this Agreement effective upon notice received by us from
AIM Distributors.
18. We shall bear all expenses incurred in connection with our activities
under this Agreement.
<PAGE> 24
Agreement for Purchase of Shares of
The AIM Family of Funds(R) Page 5
19. AIM Distributors and Fund Management Company are not endorsing,
recommending or otherwise involved in providing any of our investment
products (including but not limited to the Fee-Based Program). AIM
Distributors and Fund Management Company are merely affording us the
opportunity to use shares of certain Funds distributed by AIM
Distributors as an investment medium for the Fee-Based Program.
Consequently, we shall indemnify and hold harmless AIM Distributors,
Fund Management Company, the Funds and their affiliates from any claims,
losses, expenses or liability arising in any way out of or connected in
any way with the use of the Fee-Based Program by our customers.
20. AIM Distributors will coordinate the inclusion of provisions applicable
to sales of the Funds in connection with fee-based programs in the
appropriate prospectuses of the affected Funds and we will comply with
all provisions of the prospectus and statement of additional information
of each Fund.
21. The Funds to which this Agreement pertains will be those designated by
AIM Distributors as set forth on Schedule A hereto, which may be amended
by AIM Distributors from time to time, subject to the provisions of each
Fund's then current prospectus and statement of additional information,
state and federal securities laws and regulations and applicable rules
and regulations of the NASD.
22. All communications sent to AIM Distributors shall be duly given if
mailed to A I M Distributors, Inc., 11 Greenway Plaza, Suite 1919,
Houston, Texas 77046-1173. Any notice to us shall be duly given if
mailed to us at the address specified by us in this Agreement or to such
other address as we shall have designated in writing to AIM
Distributors.
23. This Agreement may be terminated at any time by AIM Distributors on not
less than 60 days' written notice to us at our principal place of
business. We, on 60 days' written notice to AIM Distributors, may
terminate this Agreement. AIM Distributors may also terminate this
Agreement for cause on violation by us of any of the provisions of this
Agreement, said termination to become effective on the date of mailing
notice to us of such termination. AIM Distributors's failure to
terminate for any cause shall not constitute a waiver of AIM
Distributors's right to terminate at a later date for any such cause.
This Agreement shall terminate automatically in the event of its
assignment by us, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the Investment Company Act of
1940, as amended.
24. This Agreement and all rights and obligations of the parties hereunder
shall be governed by and construed under the laws of the State of Texas.
This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which shall constitute the same instrument.
This Agreement shall not relieve us or AIM Distributors from any
obligations either may have under any other agreements between us.
25. This Agreement shall become effective as of the date when it is executed
and dated by AIM Distributors.
<PAGE> 25
Agreement for Purchase of Shares of
The AIM Family of Funds(R) Page 6
The undersigned agrees to abide by the foregoing terms and conditions.
The undersigned acknowledges receipt of prospectuses for use in connection with
offers and sales of Shares.
------------------------------------
(Firm Name)
------------------------------------
(Address)
------------------------------------
City/State/Zip/County
By:
-----------------------------
Name:
-----------------------------
Title:
-----------------------------
Dated:
-----------------------------
ACCEPTED:
A I M Distributors, Inc.
By:
-------------------------
Name:
-------------------------
Title:
-------------------------
Dated:
-------------------------
Please sign both copies and return to:
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
<PAGE> 26
Agreement for Purchase of Shares of
The AIM Family of Funds(R)
SCHEDULE A
AIM Equity Funds, Inc.
AIM Charter Fund (Retail Class)
AIM Constellation Fund (Retail Class)
AIM Weingarten Fund (Retail Class)
* AIM Aggressive Growth Fund
AIM Funds Group
AIM Balanced Fund
AIM Government Securities Fund
AIM Growth Fund
AIM High Yield Fund
AIM Income Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Utilities Fund
AIM Value Fund
AIM International Funds, Inc.
AIM International Equity Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
AIM Investment Securities Funds
AIM Adjustable Rate Government Fund
Limited Maturity Treasury Portfolio
AIM Tax-Exempt Funds, Inc.
AIM Tax-Exempt Cash Fund
AIM Tax-Exempt Bond Fund of Connecticut
Intermediate Portfolio
__________________________________
*Shares of AIM Aggressive Growth Fund may only be sold to current
shareholders who maintain open accounts in AIM Aggressive Growth Fund.
<PAGE> 27
Agreement for Purchase of Shares of
The AIM Family of Funds(R)
SCHEDULE B
<PAGE> 1
EXHIBIT 15(a)(7)
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
OF
AIM INTERNATIONAL FUNDS, INC.
("CLASS B" SHARES)
(SECURITIZATION FEATURE)
Section 1. AIM International Funds, Inc. (the "Fund"), on behalf of
the series of common stock 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 Rules of Fair Practice of
the National Association of Securities Dealers, Inc. in effect from time to
time (the "Rules of Fair Practice"). 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 or as 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.
(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
1
<PAGE> 2
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.
(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'
2
<PAGE> 3
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: distributing sales literature;
answering routine Customer inquiries concerning the Fund and the Shares;
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; assisting in the establishment and
maintenance of Customer accounts and records and in the processing of purchase
and redemption transactions; investing dividends and capital gains
distributions automatically in Shares; performing sub-accounting; 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; forwarding applicable
prospectuses, proxy statements and reports and notices to Customers who hold
Shares and providing such other information and administrative services as the
Fund or the Customer may reasonably request ("Shareholder Services").
(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 401(k)
Plan Shareholder Service Agreements substantially in the form attached hereto
as Exhibit C ("401(k) Agreements") with selected 401(k) Plan service providers
acting in an agency capacity for their customers ("401(k) Providers"). 401(k)
Providers acting in such capacity will provide some or all of the Shareholder
Services to their customers set forth in the 401(k) 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") with selected bank trust
departments. Such bank trust departments will provide shareholder services to
customers as set forth in the 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 Directors of the Fund and (b) those directors 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 Directors"), 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 an Amended
and Restated 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, 1995 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
Directors and the Board of Directors 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.
3
<PAGE> 4
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
Directors, 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 Directors 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 Directors 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.
4
<PAGE> 5
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 INTERNATIONAL FUNDS, INC.
(on behalf of its Class B Shares)
Attest: /s/ P. Michelle Grace By: /s/ Robert H. Graham
--------------------------- ----------------------------------
Assistant Secretary President
Plan in effect as of September 10, 1994, as amended as of September 10, 1994,
and as amended and restated as of May 2, 1995.
5
<PAGE> 6
SCHEDULE A TO
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN OF
AIM INTERNATIONAL FUNDS, INC.
(CLASS B SHARES)
<TABLE>
<CAPTION>
MAXIMUM
ASSET BASED SERVICE AGGREGATE
FUND SALES CHARGE FEE FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
AIM International Equity Fund 0.75% 0.25% 1.00%
AIM Global Aggressive Growth Fund 0.75% 0.25% 1.00%
AIM Global Growth Fund 0.75% 0.25% 1.00%
AIM Global Income Fund 0.75% 0.25% 1.00%
</TABLE>
6
<PAGE> 7
EXHIBIT A
SHAREHOLDER SERVICE AGREEMENT
[LOGO APPEARS HERE] FOR SALE OF SHARES
A I M Distributors, Inc. OF THE AIM MUTUAL FUNDS
This Shareholder Service Agreement (the "Agreement") has been adopted pursuant
to Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act") by each
of the AIM-managed mutual funds (or designated classes of such funds) listed on
Schedule A to this Agreement (the "Funds"), under a Distribution Plan (the
"Plan") adopted pursuant to said Rule. This Agreement, being made between A I M
Distributors, Inc. ("Distributors"), solely as agent for the Funds, and the
undersigned authorized dealer, defines the services to be provided by the
authorized dealer for which it is to receive payments pursuant to the Plan
adopted by each of the Funds. The Plan and the Agreement have been approved by
a majority of the directors of each of the Funds, including a majority of the
directors who are not interested persons of such Funds, and who have no direct
or indirect financial interest in the operation of the Plan or related
agreements (the "Dis-interested Directors"), by votes cast in person at a
meeting called for the purpose of voting on the Plan. Such approval included a
determination that in the exercise of their reasonable business judgement and
in light of their fiduciary duties, there is a reasonable likelihood that the
Plan will benefit such Fund and its shareholders. The Plan has also been
approved by a vote of at least a majority of each of such Funds' (or applicable
class of such Funds) outstanding securities, as defined in the 1940 Act.
1 To the extent that you provide distribution-related continuing personal
shareholder services to customers who may, from time to time, directly or
beneficially own shares of the Funds, including but not limited to,
distributing sales literature, answering routine customer inquiries
regarding the Funds, assisting customers in changing dividend options,
accounting designation and addresses, and in enrolling into any of several
special investment plans offered in connection with the purchase of the
Fund's shares, assisting in the estabishment and maintenance of customer
accounts and records and in the processing of purchase and redemption
transactions, investing dividends and capital gains distributions
automatically in shares and providing such other services as the Funds or
the customer may reasonably request, we, solely as agent for the Funds,
shall pay you a fee periodically or arrange for such fee to be paid to you.
2 The fee paid with respect to each Fund will be calculated at the end of each
payment period (as indicated in Schedule A) for each business day of the
Fund during such payment period at the annual rate set forth in Schedule A
as applied to the average net asset value of the shares of such Fund
purchased or acquired through exchange on or after the Plan Calculation
Date shown for such Fund on Schedule A. Fees calculated in this manner
shall be paid to you only if your firm is the dealer of record at the close
of business on the last business day of the applicable payment period, for
the account in which such shares are held (the "Subject Shares"). In cases
where Distributors has advanced payment to you of the first year's fee for
shares sold at net asset value and subject to contingent deferred sales
charge, no additional payments will be made to you during the first year
the Subject Shares are held.
3 The total of the fees calculated for all of the Funds listed on Schedule A
for any period with respect to which calculations are made shall be paid
to you within 45 days after the close of such period.
4 We reserve the right to withhold payment with respect to the Subject Shares
purchased by you and redeemed or repurchased by the Fund or by us as Agent
within seven (7) business days after the date of our confirmation of such
purchase. We reserve the right at any time to impose minimum fee payment
requirements before any periodic payments will be made to you hereunder.
5 This Agreement does not require any broker-dealer to provide transfer
agency and recordkeeping related services as nominee for its customers.
6 You shall furnish us and the Funds with such information as shall
reasonably be requested either by the directors of the Funds or by us with
respect to the fees paid to you pursuant to this Agreement.
7 We shall furnish the directors of the Funds, for their review on a
quarterly basis, a written report of the amounts expended under the Plan by
us and the purposes for which such expenditures were made.
<PAGE> 8
8 Neither you nor any of your employees or agents are authorized to make any
representation concerning shares of the Funds except those contained in
the then current Prospectus for the Funds, and you shall have no authority
to act as agent for the Funds or for Distributors.
9 We may enter into other similar Shareholder Service Agreements with any
other person without your consent.
10 This Agreement and Schedule A may be amended at any time without your
consent by Distributors mailing a copy of an amendment to you at the address
set forth below. Such amendment shall become effective on the date
specified in such amendment unless you elect to terminate this Agreement
within thirty (30) days of your receipt of such amendment.
11 This Agreement may be terminated with respect to any Fund at any time
without payment of any penalty by the vote of a majority of the directors
of such Fund who are Dis-interested Directors or by a vote of a majority of
the Fund's outstanding shares, on sixty (60) days' written notice. It will
be terminated by any act which terminates either the Fund's Distribution
Agreement with us, the Selected Dealer Agreement between your firm and us
or the Fund's Distribution Plan, and in any event, it shall terminate
automatically in the event of its assignment as that term is defined in the
1940 Act.
12 The provisions of the Distribution Agreement between any Fund and us,
insofar as they relate to the Plan, are incorporated herein by reference.
This Agreement shall become effective upon execution and delivery hereof
and shall continue in full force and effect as long as the continuance of
the Plan and this related Agreement are approved at least annually by a
vote of the directors, including a majority of the Dis-interested
Directors, cast in person at a meeting called for the purpose of voting
thereon. All communications to us should be sent to the address of
Distributors as shown at the bottom of this Agreement. Any notice to you
shall be duly given if mailed or telegraphed to you at the address
specified by you below.
13 You represent that you provide to your customers who own shares of the
Funds personal services as defined from time to time in applicable
regulations of the National Association of Securities Dealers, Inc., and
that you will continue to accept payments under this Agreement only so long
as you provide such services.
14 This Agreement shall be construed in accordance with the laws of the State
of Texas.
A I M DISTRIBUTORS, INC.
/S/ MICHAEL J. CEMO
Date:________________ By: X____________________________________________
The undersigned agrees to abide by the foregoing terms and conditions.
Date:________________ By: X____________________________________________
Signature
____________________________________________
Print Name Title
____________________________________________
Dealer's Name
____________________________________________
Address
____________________________________________
City State Zip
Please sign both copies and return one copy of
each to:
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
<PAGE> 9
SCHEDULE "A"
[LOGO APPEARS HERE] SHAREHOLDER SERVICE AGREEMENT
A I M Distributors, Inc.
<TABLE>
<CAPTION>
Fund Fee Rate* Plan Calculation Date
- -------------------------------------------------------------------------------------
<S> <C> <C>
AIM Aggressive Growth Fund A Shares 0.25 July 1, 1992
AIM Balanced Fund A Shares 0.25 October 18, 1993
AIM Balanced Fund B Shares 0.25 October 18, 1993
AIM Charter Fund A Shares 0.25 November 18, 1986
AIM Charter Fund B Shares 0.25 June 15, 1995
AIM Constellation Fund A Shares 0.25 September 9, 1986
AIM Global Aggressive Growth Fund A Shares 0.50 September 15, 1994
AIM Global Aggressive Growth Fund B Shares 0.25 September 15, 1994
AIM Global Growth Fund A Shares 0.50 September 15, 1994
AIM Global Growth Fund B Shares 0.25 September 15, 1994
AIM Global Income Fund A Shares 0.25 September 15, 1994
AIM Global Income Fund B Shares 0.25 September 15, 1994
AIM Intermediate Government Fund A Shares 0.25 July 1, 1992
AIM Intermediate Government Fund B Shares 0.25 September 1, 1993
AIM Growth Fund A Shares 0.25 July 1, 1992
AIM Growth Fund B Shares 0.25 September 1, 1993
AIM High Yield Fund A Shares 0.25 July 1, 1992
AIM High Yield Fund B Shares 0.25 September 1, 1993
AIM Income Fund A Shares 0.25 July 1, 1992
AIM Income Fund B Shares 0.25 September 1, 1993
AIM International Equity Fund A Shares 0.25 May 21, 1992
AIM International Equity Fund B Shares 0.25 September 15, 1994
AIM Limited Maturity Treasury Shares 0.15 December 2, 1987
AIM Money Market Fund A Shares 0.25 October 18, 1993
AIM Money Market Fund B Shares 0.25 October 18, 1993
AIM Money Market Fund C Shares 0.25 October 18, 1993
AIM Municipal Bond Fund A Shares 0.25 July 1, 1992
AIM Municipal Bond Fund B Shares 0.25 September 1, 1993
AIM Tax-Exempt Bond Fund of Connecticut 0.25 July 1, 1992
AIM Tax-Exempt Cash Fund 0.10 July 1, 1992
AIM Global Utilities Fund A Shares 0.25 July 1, 1992
AIM Global Utilities Fund B Shares 0.25 September 1, 1993
AIM Value Fund A Shares 0.25 July 1, 1992
AIM Value Fund B Shares 0.25 October 18, 1993
AIM Weingarten Fund A Shares 0.25 September 9, 1986
AIM Weingarten Fund B Shares 0.25 June 15, 1995
</TABLE>
*Frequency of Payments: Quarterly, B share payments begin after an initial
12 month holding period.
Minimum Payments: $50 (with respect to all funds in the aggregate.)
No payment pursuant to this Schedule is payable to a dealer, bank or other
service provider for the first year with respect to sales of $1 million or
more, at no load, in cases where A I M Distributors, Inc. has advanced the
service fee to the dealer, bank or other service provider.
<PAGE> 10
EXHIBIT B
[LOGO APPEARS HERE] BANK SHAREHOLDER
A I M Distributors, Inc. SERVICE AGREEMENT
We desire to enter into an Agreement with A I M Distributors, Inc. (the
"Company") acting as agent for the "AIM Funds", for servicing of our agency
clients who are shareholders of, and the administration of such shareholder
accounts in the shares of the AIM Funds (hereinafter referred to as the
"Shares"). Subject to the Company's acceptance of this Agreement, the terms and
conditions of this Agreement shall be as follows:
1 We shall provide continuing personal shareholder and administration
services for holders of the Shares who are also our clients. Such services
to our clients may include, without limitation, some or all of the
following: answering shareholder inquiries regarding the Shares and the AIM
Funds; performing subaccounting; establishing and maintaining shareholder
accounts and records; processing and bunching customer purchase and
redemption transactions; providing periodic statements showing a
shareholder's account balance and the integration of such statements with
those of other transactions and balances in the shareholder's other
accounts serviced by us; forwarding applicable AIM Funds prospectuses, proxy
statements, reports and notices to our clients who are holders of Shares;
and such other administrative services as you reasonably may request, to
the extent we are permitted by applicable statute, rule or regulations to
provide such services. We represent that we shall accept fees hereunder
only so long as we continue to provide personal shareholder services to our
clients.
2 Shares purchased by us as agents for our clients will be registered (choose
one) (in our name or in the name or in the name of our nominee) (in the
names of our clients). The client will be the beneficial owner of the
Shares purchased and held by us in accordance with the client's
instructions and the client may exercise all applicable rights of a holder
of such Shares. We agree to transmit to the AIM Funds' transfer agent in a
timely manner, all purchase orders and redemption requests of our clients
and to forward to each client any proxy statements, periodic shareholder
reports and other communications received from the Company by us on behalf
of our clients. The Company agrees to pay all out-of-pocket expenses
actually incurred by us in connection with the transfer by us of such proxy
statements and reports to our clients as required by applicable law or
regulation. We agree to transfer record ownership of a client's Shares to
the client promptly upon the request of a client. In addition, record
ownership will be promptly transferred to the client in the event that the
person or entity ceases to be our client.
3 Within five (5) business days of placing a purchase order we agree to send
(i) a cashiers check to the Company, or (ii) a wire transfer to the AIM
Funds' transfer agent, in an amount equal to the amount of all purchase
orders placed by us on behalf of our clients and accepted by the Company.
4 We agree to make available to the Company, upon the Company's request, such
information relating to our clients who are beneficial owners of Shares and
their transactions in such Shares as may be required by applicable laws and
regulations or as may be reasonably requested by the Company. The names of
our customers shall remain our sole property and shall not be used by the
Company for any other purpose except as needed for servicing and
information mailings in the normal course of business to holders of the
Shares.
5 We shall provide such facilities and personnel (which may be all or any
part of the facilities currently used in our business, or all or any
personnel employed by us) as may be necessary or beneficial in carrying out
the purposes of this Agreement.
6 Except as may be provided in a separate written agreement between the
Company and us, neither we nor any of our employees or agents are
authorized to assist in distribution of any of the AIM Funds' shares except
those contained in the then current Prospectus applicable to the Shares;
and we shall have no authority to act as agent for the Company or the AIM
Funds. Neither the AIM Funds, A I M Advisors, Inc. nor A I M Distributors,
Inc. will be a party, nor will they be represented as a party, to any
agreement that we may enter into with our clients.
<PAGE> 11
7 In consideration of the services and facilities described herein, we shall
receive from the Company on behalf of the AIM Funds an annual service fee,
payable at such intervals as may be set forth in Schedule A hereto, of a
percentage of the aggregate average net asset value of the Shares owned
beneficially by our clients during each payment period, as set forth in
Schedule A hereto. We understand that this Agreement and the payment of
such service fees has been authorized and approved by the Boards of
Directors/Trustees of the AIM Funds, and is subject to limitations imposed
by the National Association of Securities Dealers, Inc. In cases where the
Company has advanced payments to us of the first year's fee for shares sold
with a contingent deferred sales charge, no payments will be made to us
during the first year the subject Shares are held.
8 The AIM Funds reserve the right, at their discretion and without notice, to
suspend the sale of any Shares or withdraw the sale of Shares.
9 We understand that the Company reserves the right to amend this Agreement
or Schedule A hereto at any time without our consent by mailing a copy of
an amendment to us at the address set forth below. Such amendment shall
become effective on the date specified in such amendment unless we elect to
terminate this Agreement within thirty (30) days of our receipt of such
amendment.
10 This Agreement may be terminated at any time by the Company on not less
than 15 days' written notice to us at our principal place of business. We,
on 15 days' written notice addressed to the Company at its principal place
of business, may terminate this Agreement, said termination to become
effective on the date of mailing notice to us of such termination. The
Company's failure to terminate for any cause shall not constitute a waiver
of the Company's right to terminate at a later date for any such cause.
This Agreement shall terminate automatically in the event of its assigment,
the term "assignment" for this purpose having the meaning defined in
Section 2(a)(4) of the Investment Company Act of 1940, as amended.
11 All communications to the Company shall be sent to it at Eleven Greenway
Plaza, Suite 1919, Houston, Texas, 77046-1173. Any notice to us shall be
duly given if mailed or telegraphed to us at this address shown on this
Agreement.
12 This Agreement shall become effective as of the date when it is executed
and dated below by the Company. This Agreement and all rights and
obligations of the parties hereunder shall be governed by and construed
under the laws of the State of Texas.
A I M DISTRIBUTORS, INC.
/S/ MICHAEL J. CEMO
Date:________________ By: X____________________________________________
The undersigned agrees to abide by the foregoing terms and conditions.
Date:________________ By: X____________________________________________
Signature
____________________________________________
Print Name Title
____________________________________________
Dealer's Name
____________________________________________
Address
____________________________________________
City State Zip
Please sign both copies and return one copy of
each to:
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
<PAGE> 12
SCHEDULE "A" TO BANK
[LOGO APPEARS HERE] SHAREHOLDER SERVICE AGREEMENT
A I M Distributors, Inc.
<TABLE>
<CAPTION>
Fund Fee Rate* Plan Calculation Date
- -------------------------------------------------------------------------------------
<S> <C> <C>
AIM Aggressive Growth Fund A Shares 0.25 July 1, 1992
AIM Balanced Fund A Shares 0.25 October 18, 1993
AIM Balanced Fund B Shares 0.25 October 18, 1993
AIM Charter Fund A Shares 0.25 November 18, 1986
AIM Charter Fund B Shares 0.25 June 15, 1995
AIM Constellation Fund A Shares 0.25 September 9, 1986
AIM Global Aggressive Growth Fund A Shares 0.50 September 15, 1994
AIM Global Aggressive Growth Fund B Shares 0.25 September 15, 1994
AIM Global Growth Fund A Shares 0.50 September 15, 1994
AIM Global Growth Fund B Shares 0.25 September 15, 1994
AIM Global Income Fund A Shares 0.25 September 15, 1994
AIM Global Income Fund B Shares 0.25 September 15, 1994
AIM Intermediate Government Fund A Shares 0.25 July 1, 1992
AIM Intermediate Government Fund B Shares 0.25 September 1, 1993
AIM Growth Fund A Shares 0.25 July 1, 1992
AIM Growth Fund B Shares 0.25 September 1, 1993
AIM High Yield Fund A Shares 0.25 July 1, 1992
AIM High Yield Fund B Shares 0.25 September 1, 1993
AIM Income Fund A Shares 0.25 July 1, 1992
AIM Income Fund B Shares 0.25 September 1, 1993
AIM International Equity Fund A Shares 0.25 May 21, 1992
AIM International Equity Fund B Shares 0.25 September 15, 1994
AIM Limited Maturity Treasury Shares 0.15 December 2, 1987
AIM Money Market Fund A Shares 0.25 October 18, 1993
AIM Money Market Fund B Shares 0.25 October 18, 1993
AIM Money Market Fund C Shares 0.25 October 18, 1993
AIM Municipal Bond Fund A Shares 0.25 July 1, 1992
AIM Municipal Bond Fund B Shares 0.25 September 1, 1993
AIM Tax-Exempt Bond Fund of Connecticut 0.25 July 1, 1992
AIM Tax-Exempt Cash Fund 0.10 July 1, 1992
AIM Global Utilities Fund A Shares 0.25 July 1, 1992
AIM Global Utilities Fund B Shares 0.25 September 1, 1993
AIM Value Fund A Shares 0.25 July 1, 1992
AIM Value Fund B Shares 0.25 October 18, 1993
AIM Weingarten Fund A Shares 0.25 September 9, 1986
AIM Weingarten Fund B Shares 0.25 June 15, 1995
</TABLE>
*Frequency of Payments: Quarterly, B share payments begin after an initial
12 month holding period.
Minimum Payments: $50 (with respect to all funds in the aggregate.)
No payment pursuant to this Schedule is payable to a dealer, bank or other
service provider for the first year with respect to sales of $1 million or
more, at no load, in cases where A I M Distributors, Inc. has advanced the
service fee to the dealer, bank or other service provider.
<PAGE> 13
EXHIBIT C
SERVICE AGREEMENT FOR
CERTAIN RETIREMENT PLANS
(THE AIM FAMILY OF FUNDS(R))
This Agreement is entered into as of the ____ of _____________________,
19_____, between __________________ _ (the "Plan Provider") and A I M
Distributors, Inc. (the "Distributor").
RECITAL
Plan Provider acts as [trustee/servicing agents], for defined
contribution plans [or other comparable retirement plans], Plan Provider
invests and reinvests the Plans' assets as specified by an investment adviser,
sponsor or administrative committee of the Plan (a "Plan Representative")
generally upon the direction of Plan beneficiaries ("Participants").
Plan Provider and Distributor desire to facilitate the purchase and
redemption of shares (the "Shares") of the funds listed on Exhibit A hereto
(the "Fund" or "Funds"), registered investment companies distributed by
Distributor, on behalf of the Plans, through one or more accounts (not to
exceed one per Plan) in each Fund (individually an "Account" and collectively
the "Accounts"), subject to the terms and conditions of this Agreement.
Distributor shall, on behalf of the Funds, pay to Plan Provider a fee in
accordance with Exhibit A hereto.
AGREEMENT
1. Pricing Information
Each Fund or its designee will furnish Plan Provider on each business
day that the New York Stock Exchange is open for business ("Business
Day"), with (i) net asset value information as of the close of trading
(currently 4:15 p.m. Eastern Time) on the New York Stock Exchange or
as at such later times at which a Fund's net asset value is calculated
as specified in such Fund's prospectus ("Close of Trading"), (ii)
dividend and capital gains information as it becomes available, and
(iii) in the case of income Funds, the daily accrual or interest rate
factor (mil rate). The Funds shall use their best efforts to provide
such information to Plan Provider by [5:00 p.m. - 6:00 p.m.] Central
Time on the same Business Day.
2. Orders and Settlement
Plan Provider will calculate order allocations among designated
investment media and transmit to Distributor orders to purchase or
redeem Shares for specified Accounts. Plan Provider agrees that
orders for net purchases or net redemptions of Shares derived from
instructions received in proper form by Plan Provider from Plan
Representatives prior to the Close of Trading on any given Business
Day will be processed that same evening and transmitted to Distributor
or its designee by [9:00 a.m. - 10:00 a.m.] Central Time on the
following Business Day. Plan Provider agrees that payment for net
purchases of Shares attributable to all orders executed for the
Accounts on a given Business Day will be wired by Plan Provider or its
designee no later than [2:00 p.m. - closing of fed. wire] Central Time
to a custodial account designated by Distributor. Distributor agrees
that payment for net redemptions of Shares attributable to all orders
executed for the Accounts on a
<PAGE> 14
given Business Day will be wired by Distributor on the next Business
Day after such redemption orders are transmitted to Distributor or its
designee no later than [the close of business on the next Business
Day] [the close of business on the day after the next Business Day] to
an account designated by Plan Provider.
Subject to Plan Provider's compliance with the foregoing, Plan
Provider will be considered agent for the Funds and the Business Day
on which instructions are received in proper form by Plan Provider
from Participants or Plan Representatives by the Close of Trading will
be the date as of which Shares will be purchased and redeemed as a
result of such instructions. Plan Provider will time and date stamp
instructions received from Participants or Plan Representatives [or
Plan Provider will create and maintain comparable electronic form of
such instructions] and will make such instructions and other records
relating to the services performed hereunder (the "Services")
available for audit by Distributor's auditors upon request.
Instructions received in proper form by Plan Provider from
Participants or Plan Representatives after the Close of Trading on any
given Business Day shall be treated as if received on the next
following Business Day. Dividends and capital gains distributions
will be automatically reinvested on payable date at net asset value in
accordance with each Fund's then current prospectus.
[3. Price Errors
(a) In the event adjustments are required to correct any error in
the computation of the net asset value of Shares, the
Distributor shall notify the Plan Provider as soon as
practicable after discovering the need for those adjustments
which result in a reimbursement to an Account in accordance
with such Fund's then current policies on reimbursement.
Notification may be made orally or in writing. Such
notification must state for each day for which an error
occurred the incorrect price, the correct price, and, to the
extent communicated to the Fund's shareholders, the reason for
the price change.
(b) If an Account received amounts in excess of the amounts to
which it otherwise would have been entitled prior to an
adjustment for an error, Plan Provider, when requested by the
Distributor, will use reasonable efforts to collect such
excess amounts from the Plan.
(c) If an adjustment is to be made in accordance with subsection
3(a) above to correct an error which has caused an Account to
receive an amount less than that to which it is entitled, the
Distributor or its affiliates shall make all necessary
adjustments (within the parameters specified in subsection
3(a)) to the number of Shares owned in the Account and
distribute to the Plan Provider the amount of such
underpayment for credit to the Plans.]
[4.] Participant Recordkeeping
Recordkeeping and other services to Plan Participants shall be the
responsibility of the recordkeeper for the Plans and shall not be the
responsibility of the Distributor or its transfer agent. Distributor
will recognize each Plan as a single shareholder and as an unallocated
account in the Funds, and will not maintain separate accounts for Plan
participants.
-2-
<PAGE> 15
[5.] Account Information
Distributor will provide Plan Provider (a) daily confirmations of
Account activity within five Business Days after each day on which a
purchase or redemption of Shares is effected for the particular
Account, (b) if requested by Plan Provider, [quarterly] statements detailing
activity in each Account within fifteen Business Days after the end of each
[quarter], and (c) such other reports as may be reasonably requested
by Plan Provider.
[6.] Maintenance of Records
Each party shall maintain and preserve all records as required by law
to be maintained and preserved in connection with providing the
Services and in making Shares available to the Plans. Upon the
request of Distributor, the Plan Provider shall provide copies of all
records relating to the Funds as may reasonably be requested to enable
the Funds or their representatives to comply with any request of a
governmental body or self-regulatory organization.
[7.] Compliance with Laws
At all times Plan Provider shall comply with all laws, rules and
regulations applicable to it by virtue of entering into this
Agreement, including but not limited to those applicable to a transfer
agent under the Federal securities laws[, including, without
limitation, all prospectus delivery requirements]. The parties agree
that Plan Provider may satisfy prospectus delivery requirements by
sub-contracting with Plan Representatives. At all times, Distributor
and the Funds shall comply with all laws, rules and regulations
applicable to them by virtue of entering into this Agreement. [The
Plan Provider and Plan Representatives, and not the Distributor shall
take such action as may be necessary so that the transactions
contemplated by this Service Agreement shall not be "Prohibited
Transactions" under section 406 of the Employee Retirement Income
Security Act of 1974, or section 4975 of the Internal Revenue Code.]
[8.] Representations with Respect to the Distributor and the Funds
Plan Provider and its agents shall not make representations concerning
a Fund or Shares except those contained in the then current prospectus
of such Fund, in current sales literature furnished by Distributor to
Plan Provider [, in publicly available databases, such as those
databases created by Standard & Poor's Corporation and Morningstar,]
and in current sales literature created by Plan Provider and submitted
to and approved in writing by Distributor prior to its use.
[9.] Expenses
(a) Each party shall bear all expenses incidental to the
performance of its obligations under this Agreement.
(b) Each Fund shall pay the cost of registration of its shares
with the Securities and Exchange Commission and in states
where required. Each Fund shall distribute or cause to be
distributed to Plan Provider its proxy material, periodic Fund
reports to shareholders and other material as such Fund may
require to be sent to
-3-
<PAGE> 16
shareholders. The cost of preparing and printing this
material shall be paid by the applicable Fund or Distributor,
and the cost of distributing such items shall be borne by Plan
Provider or the Plan(s) Representatives.
[10.] Relationship of Parties
Except to the extent provided in Section 2, it is understood and
agreed that all Services performed hereunder by Plan Provider shall be
as an independent contractor and not as an employee or agent of
Distributor or any of the Funds, and none of the parties shall hold
itself out as an agent of any other party with the authority to bind
such party.
[11.] Use of Names
[Except as otherwise expressly provided for in this Agreement, Plan
Provider shall not use, nor shall it allow its employees or agents to
use, the name or logo of Distributor or the Funds, any affiliate of
Distributor, or any products or services sponsored, managed, advised,
administered, or distributed by Distributor or any of its affiliates,
for advertising, trade, or other commercial or noncommercial purposes
without the express prior written consent of Distributor. Except as
otherwise expressly provided for in this Agreement, neither
Distributor nor the Funds shall allow its employees or agents to use
the name or logo of Plan Provider, any affiliate of Plan Provider, or
any products or services sponsored or offered by Plan Provider or any
of its affiliates, for advertising, trade, or other commercial or
noncommercial purposes without the express prior written consent of
Plan Provider.]
[We will not, without the prior written approval of Distributor, make
public references to A I M Management Group Inc. or any of its
subsidiaries, or to the Funds or their availability at net asset
value. For purposes of this provision, the public does not include
our representatives who are actively engaged in promoting this
product. Any brochure or other communication to the public that
mentions the Funds shall be submitted to the compliance officer of
Distributor, or its affiliates, for his written approval prior to our
use. We shall provide copies to Distributor's or its affiliates'
compliance officer of any of our regulatory filings that include any
reference to A I M Management Group Inc. or its subsidiaries or the
Funds. If we should make unauthorized references or representations,
we agree to indemnify and hold harmless the Funds, A I M Management
Group Inc. and its subsidiaries from any claims, losses, expenses or
liability arising in any way out of or connected in any way with such
references or representations.]
[12.] Termination
(a) This Agreement may be terminated with respect to any Fund at
any time without payment of any penalty by the vote of a
majority of the directors of such Fund who are "disinterested
directors", as that term is defined in the Investment Company
Act of 1940, as amended (the "1940 Act"), or by a vote of a
majority of the Fund's outstanding shares, on sixty (60) days'
written notice. It will be terminated by any act which
terminates either the Fund's distribution agreement with the
Distributor, or any related agreement thereunder, and in any
event, it shall terminate automatically in the event of its
assignment as that term is defined in the 1940 Act.
-4-
<PAGE> 17
[(b) Either party may terminate this Agreement upon sixty (60)
days' prior written notice to the other party.]
[(c) Each party may terminate this Agreement on 90 days' written
notice to the other party; provided, however, that (i) any
such termination shall not affect a Fund's obligation to
maintain accounts in the names of the Plans which selected
such Fund as an investment option and (ii) after termination
by the Funds, no fee shall be due with respect to any shares
of the Funds that are purchased and held by the Plans after
the date of termination, except that the Funds shall be
obligated to continue to pay Plan Provider fees, if any, as
set forth in Exhibit A to this Agreement as to shares of the
Funds held by the Plans as of the date of termination for so
long as such shares continue to be held by the Plans and Plan
Provider continues to provide services to such Plans as
contemplated by this Agreement. This Agreement shall remain
in effect to the extent necessary for each party to perform
its obligations with respect to shares of the Funds for which
a fee, if any, continues to be due subsequent to such
termination. [It is understood that if a Plan states in
writing that Plan Provider may no longer perform the services
contemplated by this Agreement, then this Agreement shall
terminate with respect to such Plan 60 days after receipt of
such notice by Plan Provider.]]
[13.] Indemnification
(a) Plan Provider agrees to indemnify and hold harmless the
Distributor, its affiliates, the Funds, the Funds' investment
advisers, and each of their directors, officers, employees,
agents and each person, if any, who controls them within the
meaning of the Securities Act of 1933, as amended (the
"Securities Act"), (the "Distributor Indemnitees") against any
losses, claims, damages, liabilities or expenses to which a
Distributor Indemnitee may become subject insofar as those
losses, claims, damages, liabilities or expenses or actions in
respect thereof, arise out of or are based upon (i) Plan
Provider's negligence or willful misconduct in performing the
Services, (ii) any breach by Plan Provider of any material
provision of this Agreement, or (iii) any breach by Plan
Provider of a representation, warranty or covenant made in
this Agreement; and Plan Provider will reimburse the
Distributor Indemnitee for any legal or other expenses
reasonably incurred, as incurred, by them in connection with
investigating or defending such loss, claim or action. This
indemnity agreement will be in addition to any liability which
Plan Provider may otherwise have.
(b) Distributor agrees to indemnify and hold harmless Plan
Provider and its affiliates, and each of its directors,
officers, employees, agents and each person, if any, who
controls Plan Provider within the meaning of the Securities
Act (the "Plan Provider Indemnitees") against any losses,
claims, damages, liabilities or expenses to which a Plan
Provider Indemnitee may become subject insofar as such losses,
claims, damages, liabilities or expenses (or actions in
respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact
contained in the Registration Statement or Prospectus of a
Fund, or the omission or the alleged omission to state therein
a material fact required to be stated therein or necessary to
make statements therein not misleading, (ii) any breach by
Distributor of any material provision of this Agreement, (iii)
Distributor's
-5-
<PAGE> 18
negligence or willful misconduct in carrying out its duties
and responsibilities under this Agreement, or (iv) any breach
by Distributor of a representation, warranty or covenant made
in this Agreement; and Distributor will reimburse the Plan
Provider Indemnitees for any legal or other expenses
reasonably incurred, as incurred, by them, in connection with
investigating or defending any such loss, claim or action.
This indemnity agreement will be in addition to any liability
which Distributor may otherwise have.
[(c) If any third party threatens to commence or commences any
action for which one party (the "Indemnifying Party") may be
required to indemnify another person hereunder (the
"Indemnified Party"), the Indemnified Party shall promptly
give notice thereof to the Indemnifying Party. The
Indemnifying Party shall be entitled, at its own expense and
without limiting its obligations to indemnify the Indemnified
Party, to assume control of the defense of such action with
counsel selected by the Indemnifying Party which counsel shall
be reasonably satisfactory to the Indemnified Party. If the
Indemnifying Party assumes the control of the defense, the
Indemnified Party may participate in the defense of such claim
at its own expense. Without the prior written consent of the
Indemnified Party, which consent shall not be withheld
unreasonably, the Indemnifying Party may not settle or
compromise the liability of the Indemnified Party in such
action or consent to or permit the entry of any judgment in
respect thereof unless in connection with such settlement,
compromise or consent each Indemnified Party receives from
such claimant an unconditional release from all liability in
respect of such claim.]
[14.] Notice
Each notice required by this Agreement shall be given in writing and
delivered personally or mailed by certified mail or courier service to
the other party at the following address or such other address as each
party may give notice to the other.
If to Plan Provider, to:
[Insert Address]
If to Distributor or any Fund, to:
Michael J. Cemo, President
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046
[and
J. Abbott Sprague, President
Fund Management Company
11 Greenway Plaza, Suite 1919
Houston, Texas 77046]
with a copy to the General Counsel of Distributor.
-6-
<PAGE> 19
[15.] Governing Law
This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Texas [or other applicable state
law] applicable to agreements fully executed and to be performed
therein.
[16.] Additional Representations, Warranties and Covenants
Each party represents that it is free to enter into this Agreement and
that by doing so it will not breach or otherwise impair any other
agreement or understanding with any other person, corporation or other
entity. Plan Provider further represents, warrants, and covenants
that:
(a) it has full power and authority under applicable law, and has
taken all action necessary, to enter into and perform this
Agreement and the person executing this Agreement on its
behalf is duly authorized and empowered to execute and deliver
this Agreement;
(b) [it is registered as a transfer agent pursuant to Section 17A
of the Securities Exchange Act of 1934, as amended (the "1934
Act"), or is exempt from such registration;]
(c) the arrangements provided for in this Agreement will be
disclosed to the Plan Representatives;
[(d) it is registered as a broker-dealer under the 1934 Act or any
applicable state securities laws, or, including as a result of
entering into and performing the services set forth in this
Agreement, is exempt from such registration.]
[(e) this Agreement, when executed and delivered, shall constitute
the valid, legal and binding obligation of Plan Provider,
enforceable in accordance with its terms;]
Distributor further represents, warrants and covenants, that:
(a) it has full power and authority under applicable law,
and has taken all action necessary, to enter into and
perform this Agreement and the person executing this
Agreement on its behalf is duly authorized and
empowered to execute and deliver this Agreement;
(b) it is registered as a broker-dealer under the 1934
Act and any applicable state securities laws;
(c) the Funds' advisor(s) are registered as an investment
adviser under the Investment Advisers Act of 1940,
the Funds are registered as investment companies
under the Investment Company Act of 1940 and Fund
Shares are registered under the Securities Act of
1933;
-7-
<PAGE> 20
[(d) this Agreement, when executed and delivered, shall
constitute the valid, legal and binding obligation of
Distributor, enforceable in accordance with its
terms;]
[(e) the Funds conduct business on all days on which the
New York Stock Exchange is open for business;]
[(f) the Plans may place instructions on each and every
Business Day, without regard to the number or market
value of transactions placed in any prior time
periods;]
[(g) the registration statement and prospectus for each
Fund comply in all material respects with federal and
state securities laws;]
[(h) in the event a Fund or Funds is selected by a Plan as
an investment option for such Plan's assets,
Distributor shall cooperate with such Plan and with
Plan provider to establish in a timely and orderly
manner such investment relationship.]
[17.] Complete Agreement
This Agreement contains the full and complete understanding of the
parties and supersedes all prior representations, promises,
statements, arrangements, agreements, warranties and understandings
between the parties with respect to the subject matter hereof, whether
oral or written, express or implied.
[18.] Modification
This Agreement may be modified or amended, and the terms of this
Agreement may be waived, only by a writing signed by each of the
parties.
[19.] Counterparts
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.
[20.] Assignment
Subject to the provisions of Paragraph [12] herein, this Agreement
shall not be assigned by a party hereto, without the prior written
consent of the other parties hereto, except that a party may assign
this Agreement to an affiliate having the same ultimate ownership as
the assigning party without such consent.
[21.] Survival
The provisions of Sections [6, 11, and 13] shall survive termination
of this Agreement.
-8-
<PAGE> 21
[22.] Non-Exclusivity
Each of the parties acknowledges and agrees that this Agreement and
the arrangement described herein are intended to be non-exclusive and
that each of the parties is free to enter into similar agreements and
arrangements with other entities.
IN WITNESS WHEREOF, the undersigned have executed this Agreement by
their duly authorized officers as of this __ ___ day of ______________________,
19_____.
[PLAN PROVIDER]
By:
-------------------------------------------
Print Name:
-----------------------------------
Title:
----------------------------------------
A I M DISTRIBUTORS, INC.
By:
-------------------------------------------
Print Name:
-----------------------------------
Title:
----------------------------------------
-9-
<PAGE> 22
EXHIBIT A
[List Applicable Funds and Fees Payable]
(Note: No Class B shares or Class C shares may be offered pursuant to this
Agreement.)
[Distributor or its affiliates shall calculate the amount of quarterly payment
and shall deliver to Plan Provider a quarterly statement showing the
calculation of the quarterly amounts payable to Plan Provider. Payment to Plan
Provider shall occur within 30 days following the end of each quarter. All
parties agree that the payments referred to herein are for record keeping and
administrative services only and are not for legal, investment advisory or
distribution services.]
[Distributor or its affiliates, on behalf of the Fund(s), will pay a
sub-transfer agency fee to Plan Provider in the amount of [$.01 - $10.00] per
subaccount per year, payable within 30 days following the end of each calendar
quarter. Plan Provider will provide to Distributor the number of subaccounts
subject to the sub-transfer agency fee within [5 - 10] business days after the
end of each calendar quarter.]
<PAGE> 23
[LOGO APPEARS HERE] A I M DISTRIBUTORS, INC. EXHIBIT D
A I M Distributors, Inc. SHAREHOLDER SERVICE AGREEMENT
(BANK TRUST DEPARTMENTS)
_________________________, 19_____
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
Gentlemen:
We desire to enter into an Agreement with A I M Distributors, Inc. ("AIM
Distributors") as agent on behalf of the funds listed on Schedule A hereto (the
"Funds"), for the servicing of our clients who are shareholders of, and the
administration of accounts in, the Funds. We understand that this Shareholder
Service Agreement (the "Agreement") has been adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "1940 Act") by each of the Funds,
under a Distribution Plan (the "Plan") adopted pursuant to said Rule, and is
subject to applicable rules of the National Association of Securities Dealers,
Inc. ("NASD"). This Agreement defines the services to be provided by us for
which we are to receive payments pursuant to the Plan. The Plan and the
Agreement have been approved by a majority of the directors or trustees of the
applicable Fund, including a majority of directors or trustees who are not
interested persons of the applicable Fund, and who have no direct or indirect
financial interest in the operation of the Plan or related agreements, by votes
cast in person at a meeting called for the purpose of voting on the Plan. Such
approval included a determination by the directors or trustees of the
applicable Fund, in the exercise of their reasonable business judgement and in
light of their fiduciary duties, that there is a reasonable likelihood that the
Plan will benefit the Fund and the holders of its Shares. The terms and
conditions of this Agreement shall be as follows:
1. To the extent that we provide continuing personal shareholder services
and administrative support services to our customers who may from time
to time own shares of the Funds of record or beneficially, including but
not limited to, forwarding sales literature, answering routine customer
inquiries regarding the Funds, assisting customers in changing dividend
options, account designations and addresses, and in enrolling into any
of several special investment plans offered in connection with the
purchase of the Funds' shares, assisting in the establishment and
maintenance of customer accounts and records and in the processing of
purchase and redemption transactions, investing dividends and capital
gains distributions automatically in shares of the Funds and providing
such other services as AIM Distributors or the customer may reasonably
request, you shall pay us a fee periodically. We represent that we
shall accept fees hereunder only so long as we continue to provide such
personal shareholder services.
2. We agree to transmit to AIM Distributors in a timely manner, all
purchase orders and redemption requests of our clients and to forward to
each client all proxy statements, periodic shareholder reports and other
communications received from AIM Distributors by
<PAGE> 24
Shareholder Service Agreement Page 2
(Bank Trust Departments)
us relating to shares of the Funds owned by our clients. AIM
Distributors, on behalf of the Funds, agrees to pay all out-of-pocket
expenses actually incurred by us in connection with the transfer by us
of such proxy statements and reports to our clients as required under
applicable laws or regulations.
3. We agree to make available upon AIM Distributors's request, such
information relating to our clients who are beneficial owners of Fund
shares and their transactions in such shares as may be required by
applicable laws and regulations or as may be reasonably requested by AIM
Distributors.
4. We agree to transfer record ownership of a client's Fund shares to the
client promptly upon the request of a client. In addition, record
ownership will be promptly transferred to the client in the event that
the person or entity ceases to be our client.
5. Neither we nor any of our employees or agents are authorized to make any
representation to our clients concerning the Funds except those
contained in the then current prospectuses applicable to the Funds,
copies of which will be supplied to us by AIM Distributors; and we shall
have no authority to act as agent for any Fund or AIM Distributors.
Neither a Fund, nor A I M Advisors, Inc. ("AIM") will be a party, nor
will they be represented as a party, to any agreement that we may enter
into with our clients and neither a Fund nor AIM shall participate,
directly or indirectly, in any compensation that we may receive from our
clients in connection with our acting on their behalf with respect to
this Agreement.
6. In consideration of the services and facilities described herein, we
shall receive a maximum annual service fee and asset-based sales charge,
payable monthly, as set forth on Schedule A hereto. We understand that
this Agreement and the payment of such service fees and asset-based
sales charge has been authorized and approved by the Board of Directors
or Trustees of the applicable Fund, and that the payment of fees
thereunder is subject to limitations imposed by the rules of the NASD.
7. AIM Distributors reserves the right, in its discretion and without
notice, to suspend the sale of any Fund or withdraw the sale of shares
of a Fund, or upon notice to us, to amend this Agreement. We agree that
any order to purchase shares of the Funds placed by us after notice of
any amendment to this Agreement has been sent to us shall constitute our
agreement to any such amendment.
8. All communications to AIM Distributors shall be duly given if mailed to
A I M Distributors, Inc., 11 Greenway Plaza, Suite 1919, Houston, Texas
77046-1173. Any notice to us shall be duly given if mailed to us at the
address specified by us in this Agreement or to such other address as we
shall have designated in writing to AIM Distributors.
9. This Agreement may be terminated at any time by AIM Distributors on not
less than 60 days' written notice to us at our principal place of
business. We, on 60 days' written notice addressed to AIM Distributors
at its principal place of business, may terminate this
<PAGE> 25
Shareholder Service Agreement Page 3
(Bank Trust Departments)
Agreement. AIM Distributors may also terminate this Agreement for cause
on violation by us of any of the provisions of this Agreement, said
termination to become effective on the date of mailing notice to us of
such termination. AIM Distributors's failure to terminate for any cause
shall not constitute a waiver of AIM Distributors's right to terminate
at a later date for any such cause. This Agreement may be terminated
with respect to any Fund at any time by the vote of a majority of the
directors or trustees of such Fund who are disinterested directors or by
a vote of a majority of the Fund's outstanding shares, on not less than
60 days' written notice to us at our principal place of business. This
Agreement will be terminated by any act which terminates a Fund's
Distribution Agreement with AIM Distributors, the Agreement for Purchase
of Shares of The AIM Family of Funds(R) between us and AIM Distributors
or a Fund's Distribution Plan, and in any event, it shall terminate
automatically in the event of its assignment by us, the term
"assignment" for this purpose having the meaning defined in Section
2(a)(4) of the 1940 Act.
10. We represent that our activities on behalf of our clients and pursuant
to this Agreement either (i) are not such as to require our registration
as a broker-dealer in the state(s) in which we engage in such
activities, or (ii) we are registered as a broker-dealer in the state(s)
in which we engage in such activities. We represent that we are
registered as a broker-dealer with the NASD if required under applicable
law.
11. This Agreement and the Agreement for Purchase of Shares of The AIM
Family of Funds(R) through Bank Trust Departments constitute the entire
agreement between us and AIM Distributors and supersede all prior oral
or written agreements between the parties hereto. This Agreement may be
executed in counterparts, each of which shall be deemed an original but
all of which shall constitute the same instrument.
12. This Agreement and all rights and obligations of the parties hereunder
shall be governed by and construed under the laws of the State of Texas.
13. This Agreement shall become effective as of the date when it is executed
and dated by AIM Distributors.
<PAGE> 26
Shareholder Service Agreement Page 4
(Bank Trust Departments)
The undersigned agrees to abide by the foregoing terms and conditions.
_____________________________________
(Firm Name)
_____________________________________
(Address)
_____________________________________
City/State/Zip/County
By: _________________________________
Name: ______________________________
Title: ______________________________
Dated: ______________________________
ACCEPTED:
A I M DISTRIBUTORS, INC.
By: ________________________________
Name: ______________________________
Title: _____________________________
Dated: _____________________________
Please sign both copies and return to:
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
<PAGE> 27
Shareholder Service Agreement Page 5
(Bank Trust Departments)
SCHEDULE A
<TABLE>
<CAPTION>
Funds Fees
----- ----
<S> <C>
AIM Equity Funds, Inc.
AIM Charter Fund (Retail Class)
AIM Constellation Fund (Retail Class)
AIM Weingarten Fund (Retail Class)
*AIM Aggressive Growth Fund
AIM Funds Group
AIM Balanced Fund
AIM Global Utilities Fund
AIM Growth Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Value Fund
AIM International Funds, Inc.
AIM International Equity Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
AIM Investment Securities Funds
Limited Maturity Treasury Portfolio
AIM Tax-Exempt Funds, Inc.
AIM Tax-Exempt Cash Fund
AIM Tax-Exempt Bond Fund of Connecticut
Intermediate Portfolio
</TABLE>
__________________________________
*Shares of AIM Aggressive Growth Fund may only be sold to current
shareholders who maintain open accounts in AIM Aggressive Growth Fund.
<PAGE> 28
[LOGO APPEARS HERE] A I M DISTRIBUTORS, INC.
A I M Distributors, Inc. SHAREHOLDER SERVICE AGREEMENT
(BROKERS FOR BANK TRUST DEPARTMENTS)
_________________________, 19_____
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
Gentlemen:
We desire to enter into an Agreement with A I M Distributors, Inc. ("AIM
Distributors") as agent on behalf of the funds listed on Schedule A hereto (the
"Funds"), for the servicing of our clients who are shareholders of, and the
administration of accounts in, the Funds. We understand that this Shareholder
Service Agreement (the "Agreement") has been adopted pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "1940 Act") by each of the Funds,
under a Distribution Plan (the "Plan") adopted pursuant to said Rule, and is
subject to applicable rules of the National Association of Securities Dealers,
Inc. ("NASD"). This Agreement defines the services to be provided by us for
which we are to receive payments pursuant to the Plan. The Plan and the
Agreement have been approved by a majority of the directors or trustees of the
applicable Fund, including a majority of directors or trustees who are not
interested persons of the applicable Fund, and who have no direct or indirect
financial interest in the operation of the Plan or related agreements, by votes
cast in person at a meeting called for the purpose of voting on the Plan. Such
approval included a determination by the directors or trustees of the
applicable Fund, in the exercise of their reasonable business judgement and in
light of their fiduciary duties, that there is a reasonable likelihood that the
Plan will benefit the Fund and the holders of its Shares. The terms and
conditions of this Agreement shall be as follows:
1. To the extent that we provide continuing personal shareholder services
and administrative support services to our customers who may from time
to time own shares of the Funds of record or beneficially, including but
not limited to, forwarding sales literature, answering routine customer
inquiries regarding the Funds, assisting customers in changing dividend
options, account designations and addresses, and in enrolling into any
of several special investment plans offered in connection with the
purchase of the Funds' shares, assisting in the establishment and
maintenance of customer accounts and records and in the processing of
purchase and redemption transactions, investing dividends and capital
gains distributions automatically in shares of the Funds and providing
such other services as AIM Distributors or the customer may reasonably
request, you shall pay us a fee periodically. We represent that we
shall accept fees hereunder only so long as we continue to provide such
personal shareholder services.
2. We agree to transmit to AIM Distributors in a timely manner, all
purchase orders and redemption requests of our clients and to forward to
each client all proxy statements, periodic shareholder reports and other
communications received from AIM Distributors by
<PAGE> 29
Shareholder Service Agreement Page 2
(Brokers for Bank Trust Departments)
us relating to shares of the Funds owned by our clients. AIM
Distributors, on behalf of the Funds, agrees to pay all out-of-pocket
expenses actually incurred by us in connection with the transfer by us
of such proxy statements and reports to our clients as required under
applicable laws or regulations.
3. We agree to transfer to AIM Distributors in a timely manner as set forth
in the applicable prospectus, federal funds in an amount equal to the
amount of all purchase orders placed by us and accepted by AIM
Distributors. In the event that AIM Distributors fails to receive such
federal funds on such date (other than through the fault of AIM
Distributors), we shall indemnify the applicable Fund and AIM
Distributors against any expense (including overdraft charges) incurred
by the applicable Fund and/or AIM Distributors as a result of the
failure to receive such federal funds.
4. We agree to make available upon AIM Distributors's request, such
information relating to our clients who are beneficial owners of Fund
shares and their transactions in such shares as may be required by
applicable laws and regulations or as may be reasonably requested by AIM
Distributors.
5. We agree to transfer record ownership of a client's Fund shares to the
client promptly upon the request of a client. In addition, record
ownership will be promptly transferred to the client in the event that
the person or entity ceases to be our client.
6. Neither we nor any of our employees or agents are authorized to make any
representation to our clients concerning the Funds except those
contained in the then current prospectuses applicable to the Funds,
copies of which will be supplied to us by AIM Distributors; and we shall
have no authority to act as agent for any Fund or AIM Distributors.
Neither a Fund, nor A I M Advisors, Inc. ("AIM") will be a party, nor
will they be represented as a party, to any agreement that we may enter
into with our clients and neither a Fund nor AIM shall participate,
directly or indirectly, in any compensation that we may receive from our
clients in connection with our acting on their behalf with respect to
this Agreement.
7. In consideration of the services and facilities described herein, we
shall receive a maximum annual service fee and asset-based sales charge,
payable monthly, as set forth on Schedule A hereto. We understand that
this Agreement and the payment of such service fees and asset-based
sales charge has been authorized and approved by the Board of Directors
or Trustees of the applicable Fund, and that the payment of fees
thereunder is subject to limitations imposed by the rules of the NASD.
8. AIM Distributors reserves the right, in its discretion and without
notice, to suspend the sale of any Fund or withdraw the sale of shares
of a Fund, or upon notice to us, to amend this Agreement. We agree that
any order to purchase shares of the Funds placed by us after notice of
any amendment to this Agreement has been sent to us shall constitute our
agreement to any such amendment.
9. All communications to AIM Distributors shall be duly given if mailed to
<PAGE> 30
Shareholder Service Agreement Page 3
(Brokers for Bank Trust Departments)
A I M Distributors, Inc., 11 Greenway Plaza, Suite 1919, Houston, Texas
77046-1173. Any notice to us shall be duly given if mailed to us at the
address specified by us in this Agreement or to such other address as we
shall have designated in writing to AIM Distributors.
10. This Agreement may be terminated at any time by AIM Distributors on not
less than 60 days' written notice to us at our principal place of
business. We, on 60 days' written notice addressed to AIM Distributors
at its principal place of business, may terminate this Agreement. AIM
Distributors may also terminate this Agreement for cause on violation
by us of any of the provisions of this Agreement, said termination to
become effective on the date of mailing notice to us of such
termination. AIM Distributors's failure to terminate for any cause
shall not constitute a waiver of AIM Distributors's right to terminate
at a later date for any such cause. This Agreement may be terminated
with respect to any Fund at any time by the vote of a majority of the
directors or trustees of such Fund who are disinterested directors or by
a vote of a majority of the Fund's outstanding shares, on not less than
60 days' written notice to us at our principal place of business. This
Agreement will be terminated by any act which terminates a Fund's
Distribution Agreement with AIM Distributors, the Selected Dealer
Agreement between us and AIM Distributors or a Fund's Distribution Plan,
and in any event, shall terminate automatically in the event of its
assignment by us, the term "assignment" for this purpose having the
meaning defined in Section 2(a)(4) of the 1940 Act.
11. We represent that our activities on behalf of our clients and pursuant
to this Agreement either (i) are not such as to require our registration
as a broker-dealer in the state(s) in which we engage in such
activities, or (ii) we are registered as a broker-dealer in the state(s)
in which we engage in such activities. We represent that we are
registered as a broker-dealer with the NASD if required under applicable
law.
12. This Agreement and all rights and obligations of the parties hereunder
shall be governed by and construed under the laws of the State of Texas.
This Agreement may be executed in counterparts, each of which shall be
deemed an original but all of which shall constitute the same
instrument. This Agreement shall not relieve us or AIM Distributors
from any obligations either may have under any other agreements between
us.
13. This Agreement shall become effective as of the date when it is executed
and dated by AIM Distributors.
<PAGE> 31
Shareholder Service Agreement Page 4
(Brokers for Bank Trust Departments)
The undersigned agrees to abide by the foregoing terms and conditions.
_____________________________________
(Firm Name)
_____________________________________
(Address)
_____________________________________
City/State/Zip/County
By: _________________________________
Name: _______________________________
Title: ______________________________
Dated: ______________________________
ACCEPTED:
A I M DISTRIBUTORS, INC.
By: ____________________________________
Name: __________________________________
Title: _________________________________
Dated: _________________________________
Please sign both copies and return to:
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, Texas 77046-1173
<PAGE> 32
Shareholder Service Agreement Page 5
(Brokers for Bank Trust Departments)
SCHEDULE A
<TABLE>
<CAPTION>
Funds Fees
----- ----
<S> <C>
AIM Equity Funds, Inc.
AIM Charter Fund (Retail Class)
AIM Constellation Fund (Retail Class)
AIM Weingarten Fund (Retail Class)
*AIM Aggressive Growth Fund
AIM Funds Group
AIM Balanced Fund
AIM Global Utilities Fund
AIM Growth Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Value Fund
AIM International Funds, Inc.
AIM International Equity Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
AIM Investment Securities Funds
Limited Maturity Treasury Portfolio
AIM Tax-Exempt Funds, Inc.
AIM Tax-Exempt Cash Fund
AIM Tax-Exempt Bond Fund of Connecticut
Intermediate Portfolio
</TABLE>
__________________________________
*Shares of AIM Aggressive Growth Fund may only be sold to current
shareholders who maintain open accounts in AIM Aggressive Growth Fund.
