INITIAL CAPITALIZATION AGREEMENT
_______________, 2005
Board of Trustees
AIM Core Allocation Portfolio Series
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Gentlemen:
AIM Core Allocation Portfolio Series (the "Trust"), a newly-organized
open-end management investment company, proposes to make a continuous public
offering of its shares of beneficial interest, par value $0.01 per share,
pursuant to a registration statement on Form N-1A as from time to time amended
(the "Registration Statement"), filed with the Securities and Exchange
Commission. In order to provide the Trust with a net worth sufficient to
commence operations and to meet the requirements of Section 14 of the Investment
Company Act of 1940, as amended, A I M Advisors, Inc. ("AIM") agrees to purchase
shares of the Trust in accordance with the terms and conditions set forth below.
1. Purchase of Shares. AIM hereby agrees to purchase from the Trust
5,000 shares of beneficial interest of each of the Trust's series portfolios,
Series C and Series M, (the "Shares") at a price per share of $10.00 for an
aggregate purchase price of $100,000.00 allocable as follows:
2. Payment of Purchase Price. AIM will pay to the Trust by wire
transfer, at least two business days prior to the date specified by the Trust as
the effective date of the Registration Statement, a total of $100,000.00,
$50,000.00 to be allocated to each of the Funds as set forth above,
3. Agreement Not to Sell Shares. AIM hereby agrees not to sell,
hypothecate or otherwise dispose of any of the Shares unless the Shares have
been registered under the Securities Act of 1933, as amended, and any applicable
state securities laws or, in the opinion of counsel for the Corporation, valid
exemptions from the registration requirements of said Act and those state laws
are available.
4. Representations, Warranties and Acknowledgments. AIM represents and
warrants that it is acquiring the Shares for its own account for investment and
not with any view to resale or further distribution thereof, and that it has no
present intention to redeem any of the Shares. AIM acknowledges and agrees that
in the event any of the Shares are redeemed prior to complete amortization by
the Funds of their deferred organization expenses, the amount payable by the
Trust upon redemption of such Shares shall be reduced by the pro rata share
(based on the number of Shares redeemed and the total number of Shares then
outstanding) of the unamortized organization expenses as of the date of such
redemption.
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5. Governing Law. This Agreement and the rights and obligations of the
parties hereunder shall be governed by and construed under the laws (without
reference to conflicts of law provisions) of the State of Delaware.
If the foregoing letter is in accordance with your understanding of our
agreement, please so indicate in the space provided below for that purpose,
whereupon this letter will become a binding agreement between us in accordance
with its terms.
Very truly yours,
A I M Advisors, Inc.
By:
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The foregoing Initial Capitalization Agreement is hereby confirmed and first
above written.
AIM Core Allocation Portfolio Series
By:
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