Common use of Liability of Shareholders Clause in Contracts

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. Under Delaware law, shareholders of a Delaware statutory trust are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. However, there is a remote possibility that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations. This might occur if the courts of another state that does not recognize the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving the trust's obligations. The Declaration of Trust provides that shareholders of the AIM Trust are not subject to any personal liability for acts or obligations of the AIM Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made by the AIM Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the Declaration of Trust provides for indemnification out of the trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which the AIM Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of the AIM Trust, the possibility of the AIM Trust being unable to meet its obligations is considered remote. Even if a claim were brought against the AIM Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of Company have elected a majority of the directors of Company. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. The shareholders of the AIM Trust have elected a majority of the trustees of the AIM Trust. Such trustees serve for the life of the AIM Trust, subject to their earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. Under The Delaware law, Statutory Trust Act provides that shareholders of a Delaware statutory trust are shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. HoweverThere is, there is however, a remote possibility that that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations. This might occur if obligations to the extent the courts of another state that does not recognize the such limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving the trust's such obligations. The AIMF Declaration of Trust provides that shareholders of the AIM Trust are AIMF shall not be subject to any personal liability for acts or obligations of the AIM Trust. The Declaration of Trust requires AIMF and that every written agreement, obligation or other undertaking made or issued by the AIM Trust AIMF shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the AIMF Declaration of Trust provides for indemnification out of the trustAIMF's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which the AIM Trust AIMF itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of the AIM TrustAIMF, the possibility of the AIM Trust AIMF being unable to meet its obligations is considered remote. Even , and even if a claim were brought against the AIM Trust AIMF and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of Company IIFI have elected a majority of the directors of CompanyIIFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IIFI Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IIFI Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. The shareholders As set forth above, the IIFI Plan authorizes IIFI to acquire one share of each class of each New Fund and, as the AIM Trust have elected a majority sole shareholder of AIMF prior to the IIFI Redomestication, to elect the directors of IIFI as the trustees of the AIM TrustAIMF. Such trustees serve for the life of the AIM TrustAIMF, subject to their his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of TrusteesTrustees of AIMF (the "AIMF Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the AIMF Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. Under The Delaware law, Statutory Trust Act provides that shareholders of a Delaware statutory trust are shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. HoweverThere is, there is however, a remote possibility that that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations. This might occur if obligations to the extent the courts of another state that does not recognize the such limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving the trust's such obligations. The ACST Declaration of Trust provides that shareholders of the AIM Trust are ACST shall not be subject to any personal liability for acts or obligations of the AIM Trust. The Declaration of Trust requires ACST and that every written agreement, obligation or other undertaking made or issued by the AIM Trust ACST shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the ACST Declaration of Trust provides for indemnification out of the trustACST's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which the AIM Trust ACST itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of the AIM TrustACST, the possibility of the AIM Trust ACST being unable to meet its obligations is considered remote. Even , and even if a claim were brought against the AIM Trust ACST and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of Company IMSFI have elected a majority of the directors of CompanyIMSFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IMSFI Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IMSFI Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. The shareholders As set forth above, the IMSFI Plan authorizes IMSFI to acquire one share of each class of the AIM Trust have elected a majority New Fund and, as the sole shareholder of ACST prior to the IMSFI Redomestication, to elect the directors of IMSFI as the trustees of the AIM TrustACST. Such trustees serve for the life of the AIM TrustACST, subject to their his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of TrusteesTrustees of ACST (the "ACST Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the ACST Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.. 45

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. Under The Delaware law, Statutory Trust Act provides that shareholders of a Delaware statutory trust are shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. HoweverThere is, there is however, a remote possibility that that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations. This might occur if obligations to the extent the courts of another state that does not recognize the such limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving the trust's such obligations. The ATST Declaration of Trust provides that shareholders of the AIM Trust are ATST shall not be subject to any personal liability for acts or obligations of the AIM Trust. The Declaration of Trust requires ATST and that every written agreement, obligation or other undertaking made or issued by the AIM Trust ATST shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the ATST Declaration of Trust provides for indemnification out of the trustATST's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which the AIM Trust ATST itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of the AIM TrustATST, the possibility of the AIM Trust ATST being unable to meet its obligations is considered remote. Even , and even if a claim were brought against the AIM Trust ATST and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of Company IMMFI have elected a majority of the directors of CompanyIMMFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IMMFI Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IMMFI Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. The shareholders As set forth above, the IMMFI Plan authorizes IMMFI to acquire one share of each class of each New Fund and, as the AIM Trust have elected a majority sole shareholder of ATST prior to the IMMFI Redomestication, to elect the directors of IMMFI as the trustees of the AIM TrustATST. Such trustees serve for the life of the AIM TrustATST, subject to their his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of TrusteesTrustees of ATST (the "ATST Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the ATST Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. Under The Delaware law, Statutory Trust Act provides that shareholders of a Delaware statutory trust are shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. HoweverThere is, there is however, a remote possibility that that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations. This might occur if obligations to the extent the courts of another state that does not recognize the such limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving the trust's such obligations. The STIT Declaration of Trust provides that shareholders of the AIM Trust are STIT shall not be subject to any personal liability for acts or obligations of the AIM Trust. The Declaration of Trust requires STIT and that every written agreement, obligation or other undertaking made or issued by the AIM Trust STIT shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the STIT Declaration of Trust provides for indemnification out of the trustSTIT's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which the AIM Trust STIT itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of the AIM TrustSTIT, the possibility of the AIM Trust STIT being unable to meet its obligations is considered remote. Even , and even if a claim were brought against the AIM Trust STIT and a court determined that shareholders were 21 personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of Company have elected a majority of the directors of Company. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. The shareholders of the AIM Trust have elected a majority of the trustees of the AIM Trust. Such trustees serve for the life of the AIM Trust, subject to their earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. Under Delaware law, shareholders of a Delaware statutory trust are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. However, there is a remote possibility that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations. This might occur if the courts of another state that does not recognize the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving the trust's obligations. The Declaration of Trust provides that shareholders of the AIM Trust are not subject to any personal liability for acts or obligations of the AIM Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made by the AIM Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the Declaration of Trust provides for indemnification out of the trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which the AIM Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of the AIM Trust, the possibility of the AIM Trust being unable to meet its obligations is considered remote. Even if a claim were brought against the AIM Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of Company have elected a majority of the directors of Company. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. The shareholders of the AIM Trust Buyer have elected a majority of the trustees of the AIM TrustBuyer. Such trustees serve for the life of the AIM TrustBuyer, subject to their earlier ▇▇▇▇▇er death, incapacitation, resignation, retirement ▇▇▇▇rement or removal (see below). In the case of any vacancy on the Board of Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. Under Delaware law, shareholders of a Delaware statutory trust are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. However, there is a remote possibility that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations. This might occur if the courts of another state that does not recognize the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving the trust's obligations. The Declaration of Trust provides that shareholders of the AIM Trust are not subject to any personal liability for acts or obligations of the AIM Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made by the AIM Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the Declaration of Trust provides for indemnification out of the trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which the AIM Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of the AIM Trust, the possibility of the AIM Trust being unable to meet its obligations is considered remote. Even if a claim were brought against the AIM Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of Company have elected a majority of the directors of Company. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. The current shareholders of the AIM Trust have elected a majority of the trustees of the AIM Trust. Such trustees serve for the life of the AIM Trust, subject to their earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. Under The Delaware law, Statutory Trust Act provides that shareholders of a Delaware statutory trust are shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. HoweverThere is, there is however, a remote possibility that that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations. This might occur if obligations to the extent the courts of another state that does not recognize the such limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving the trust's such obligations. The TFIT Declaration of Trust provides that shareholders of the AIM Trust are TFIT shall not be subject to any personal liability for acts or obligations of the AIM Trust. The Declaration of Trust requires TFIT and that every written agreement, obligation or other undertaking made or issued by the AIM Trust TFIT shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the TFIT Declaration of Trust provides for indemnification out of the trustTFIT's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which the AIM Trust TFIT itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of the AIM TrustTFIT, the possibility of the AIM Trust TFIT being unable to meet its obligations is considered remote. Even , and even if a claim were brought against the AIM Trust TFIT and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of Company have elected a majority of the directors of Company. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. The shareholders of the AIM Trust have elected a majority of the trustees of the AIM Trust. Such trustees serve for the life of the AIM Trust, subject to their earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. Under The Delaware law, Statutory Trust Act provides that shareholders of a Delaware statutory trust are shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. HoweverThere is, there is however, a remote possibility that that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations. This might occur if obligations to the extent the courts of another state that does not recognize the such limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving the trust's such obligations. The Declaration of Trust provides that shareholders of the AIM Trust are shall not be subject to any personal liability for acts or obligations of the AIM Trust. The Declaration of Trust requires and that every written agreement, obligation or other undertaking made or issued by the AIM Trust shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the Declaration of Trust provides for indemnification out of the trustTrust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which the AIM Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of the AIM Trust, the possibility of the AIM Trust being unable to meet its obligations is considered remote. Even , and even if a claim were brought against the AIM Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of Company have elected a majority of the directors of Company. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. The shareholders of the AIM Trust Buyer have elected a majority of the trustees of the AIM TrustBuyer. Such trustees serve for the life of the AIM TrustBuyer, subject to their earlier ▇▇▇▇▇er death, incapacitation, resignation, retirement ▇▇▇▇rement or removal (see below). In the case of any vacancy on the Board of Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. Under Delaware law, shareholders of a Delaware statutory trust are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. However, there is a remote possibility that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations. This might occur if the courts of another state that does not recognize the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving the trust's obligations. The Declaration of Trust provides that shareholders of the AIM Trust are not subject to any personal liability for acts or obligations of the AIM Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made by the AIM Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the Declaration of Trust provides for indemnification out of the trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which the AIM Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of the AIM Trust, the possibility of the AIM Trust being unable to meet its obligations is considered remote. Even if a claim were brought against the AIM Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of Company have elected a majority of the directors of Company. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. The shareholders of the AIM Trust have elected a majority of the trustees of the AIM Trust. Such trustees serve for the life of the AIM Trust, subject to their earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. Under Delaware law, shareholders of a Delaware statutory trust are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. However, there is a remote possibility that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations. This might occur if the courts of another state that does not recognize the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving the trust's obligations. The Declaration of Trust provides that shareholders of the AIM Trust are not subject to any personal liability for acts or obligations of the AIM Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made by the AIM Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the Declaration of Trust provides for indemnification out of the trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which the AIM Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of the AIM Trust, the possibility of the AIM Trust being unable to meet its obligations is considered remote. Even if a claim were brought against the AIM Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of Company Buyer have elected a majority of the directors of CompanyBuyer. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. The shareholders of the AIM Trust have elected a majority of the trustees of the AIM Trust. Such trustees serve for the life of the AIM Trust, subject to their earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.