EXHIBIT e(1)(a)
THIRD AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
BETWEEN
AIM INVESTMENT SECURITIES FUNDS
(CLASS A SHARES, CLASS C SHARES, AIM CASH RESERVE SHARES
AND INSTITUTIONAL CLASS SHARES)
AND
A I M DISTRIBUTORS, INC.
THIS AGREEMENT made as of the 28th day of November, 2000, by and
between AIM INVESTMENT SECURITIES FUNDS, a Delaware business trust (the
"Company"), with respect to the series of shares of beneficial interest set
forth on Appendix A to this Agreement (the "Portfolios") and the shares, other
than the Class B Shares, representing the Portfolios (hereinafter referred to as
the "Class A Shares, Class C Shares, AIM Cash Reserve Shares and Institutional
Class Shares") and A I M DISTRIBUTORS, INC., a Delaware corporation (the
"Distributor").
WITNESSETH:
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 on behalf of the Class A Shares, Class C Shares, AIM
Cash Reserve Shares and Institutional Class Shares hereby appoints the
Distributor as its exclusive agent for the sale of the Class A Shares, Class C
Shares, AIM Cash Reserve Shares and Institutional Class Shares to the public
directly and through investment dealers and financial institutions in the United
States and throughout the world in accordance with the terms of the current
prospectuses applicable to the Portfolios.
SECOND: The Company shall not sell any Class A Shares, Class C Shares,
AIM Cash Reserve Shares and Institutional Class 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 Class A Shares, Class C Shares, AIM Cash
Reserve Shares and Institutional Class 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; and
(B) the Company may issue Class A Shares, Class C Shares, AIM Cash
Reserve Shares and Institutional Class Shares at their net asset value in
connection with certain classes of transactions or to certain categories of
persons, in accordance with Rule 22d-1 under the Investment Company Act of 1940,
as amended (the "1940 Act"), provided that any such category is specified in the
then current prospectus of the applicable Class A Shares, Class C Shares, AIM
Cash Reserve Shares and Institutional Class Shares.
THIRD: The Distributor hereby accepts appointment as exclusive agent
for the sale of the Class A Shares, Class C Shares, AIM Cash Reserve Shares and
Institutional Class Shares and agrees that it will use its best efforts to sell
such shares; provided, however, that:
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(A) the Distributor may, and when requested by the Company on behalf of
the Class A Shares, Class C Shares, AIM Cash Reserve Shares and Institutional
Class 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; and
(B) the Company may withdraw the offering of the Class A Shares, Class
C Shares, AIM Cash Reserve Shares and Institutional Class 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. It is mutually understood and agreed
that the Distributor does not undertake to sell any specific amount of the Class
A Shares, Class C Shares, AIM Cash Reserve Shares and Institutional Class
Shares. The Company shall have the right to specify minimum amounts for initial
and subsequent orders for the purchase of Class A Shares, Class C Shares, AIM
Cash Reserve Shares and Institutional Class Shares.
FOURTH:
(A) The public offering price of Class A Shares or AIM Cash Reserve
Shares (the "offering price") shall be the net asset value per share plus a
sales charge, if any. 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 Portfolios. The sales charge shall be established
by the Distributor. The Distributor may establish a schedule of contingent
deferred sales charges to be imposed at the time of redemption of certain Class
A Shares or AIM Cash Reserve Shares and such schedule of contingent deferred
sales charges shall be disclosed in the current prospectus or statement of
additional information for each Portfolio. The sales charges and contingent
deferred sales charges may reflect scheduled variations in, or the elimination
of, sales charges on sales of Class A Shares or AIM Cash Reserve Shares or
redemption of Class A Shares or AIM Cash Reserve Shares either generally to the
public, or to any specified class of investors or in connection with any
specified class of transactions, in accordance with Rule 22d-1 and as set forth
in the then current prospectus and statement of additional information of the
Portfolios. The Distributor shall apply any scheduled variation in, or
elimination of, the selling commission or contingent deferred sales charge
uniformly to all offerees in the class specified.
The public offering price of the Class C Shares shall be the net asset
value per share of the applicable Class C 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 Class C Shares, and such schedule
shall be disclosed in the current prospectus or statement of additional
information of each Portfolio. Such schedule of contingent deferred sales
charges may reflect variations in or waivers of such charges on redemptions of
Class C 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) or statement(s) of additional information. 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.
The public offering price of the Institutional Class Shares of the
Company shall be the net asset value per share. Net asset value per share shall
be determined in accordance with the
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provisions of the then current Institutional Class Shares' prospectus and
statement of additional information.
(B) The Portfolios shall allow directly to investment dealers and other
financial institutions through whom Class A Shares or AIM Cash Reserve Shares
are sold such portion of the sales charge as may be payable to them and
specified by the Distributor up to but not exceeding the amount of the total
sales charge. The difference between any commissions so payable and the total
sales charges included in the offering price shall be paid to the Distributor.
The Distributor may pay to investment dealers and other financial
institutions through whom Class C 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 a Portfolio to the Distributor or by a Portfolio or the Distributor
to investment dealers, financial institutions and 401(k) plan service providers
where such payments are made under a distribution plan adopted by the Company on
behalf of the applicable shares of each Portfolio pursuant to Rule 12b-1 under
the 1940 Act.
(D) The Company shall redeem Class A Shares, Class C Shares, AIM Cash
Reserve Shares and Institutional Class 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 Class A Shares, Class C Shares, AIM Cash Reserve Shares
and Institutional Class Shares shall be equal to the net asset value of the
Class A Shares, Class C Shares, AIM Cash Reserve Shares and Institutional Class
Shares being redeemed, less any applicable contingent deferred sales charge. The
Distributor shall be entitled to receive the amount of any applicable contingent
deferred sales charge that has been subtracted from gross redemption proceeds.
The Company shall pay or cause the Company's transfer agent to pay the
applicable contingent deferred sales charge to the Distributor on the date net
redemption proceeds are payable to the redeeming shareholder.
FIFTH: The Distributor shall act as agent of the Company on behalf of
each Portfolio in connection with the sale and repurchase of Class A Shares,
Class C Shares, AIM Cash Reserve Shares and Institutional Class Shares. Except
with respect to such sales and repurchases, the Distributor shall act as
principal in all matters relating to the promotion or the sale of Class A
Shares, Class C Shares, AIM Cash Reserve Shares and Institutional Class Shares
and shall enter into all of its own engagements, agreements and contracts as
principal on its own account. The Distributor shall enter into agreements with
investment dealers and financial institutions selected by the Distributor,
authorizing such investment dealers and financial institutions to offer and sell
Class A Shares, Class C Shares, AIM Cash Reserve Shares and Institutional Class
Shares to the public upon the terms and conditions set forth therein, which
shall not be inconsistent with the provisions of this Agreement. Each agreement
shall provide that the investment dealer and financial institution shall act as
a principal, and not as an agent, of the Company on behalf of the Portfolios.
The Distributor or such other investment dealers or financial institutions will
be deemed to have performed all services required to be performed in order to be
entitled to receive the asset based sales charge portion of any amounts payable
with respect to Class C Shares to the Distributor pursuant to a distribution
plan adopted by the Company on behalf of each Portfolio pursuant to Rule 12b-1
under the 1940 Act upon the settlement of each sale of a Class C Share (or a
share of another portfolio from which the Class C Share derives).
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SIXTH: The Portfolios shall bear:
(A) the expenses of qualification of Class A Shares, Class C Shares,
AIM Cash Reserve Shares and Institutional Class 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.
SEVENTH:
(A) The Distributor shall bear the expenses of printing from the final
proof and distributing the Portfolios' prospectuses and statements of additional
information (including supplements thereto) relating to public offerings made by
the Distributor pursuant to this Agreement (which shall not include those
prospectuses and statements of additional information, and supplements thereto,
to be distributed to shareholders of each Portfolio), 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) The Distributor shall be reimbursed for all or a portion of such
expenses, and shall receive reasonable compensation for distribution related
services, to the extent permitted by a distribution plan adopted by the Company
on behalf of the applicable shares of the Portfolios pursuant to Rule 12b-1
under the 1940 Act, which plan may be amended from time to time as provided
therein without the consent of the Distributor.
EIGHTH: The Distributor will accept orders for the purchase of Class A
Shares, Class C Shares, AIM Cash Reserve Shares and Institutional Class 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. It is mutually understood and agreed that
the Company may reject purchase orders where, in the judgment of the Company,
such rejection is in the best interest of the Company.
NINTH: The Company, on behalf of the Portfolios, and the Distributor
shall each comply with all applicable provisions of the 1940 Act, the Securities
Act of 1933 and of all other federal and state laws, rules and regulations
governing the issuance and sale of Class A Shares, Class C Shares, AIM Cash
Reserve Shares and Institutional Class Shares.
TENTH:
(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 on behalf of the Portfolios agrees to 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
Portfolios, 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 or Portfolio in connection therewith by or on behalf of
the Distributor. The Distributor agrees to indemnify the Company and the
Portfolios against any and all claims, demands, liabilities and expenses which
the Company or the Portfolios may incur arising out of or based upon any act
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or deed of the Distributor or its sales representatives which has not been
authorized by the Company or the Portfolios in its prospectus or in this
Agreement.
(B) The Distributor agrees to indemnify the Company and the Portfolios
against any and all claims, demands, liabilities and expenses which the Company
or the Portfolios 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
Portfolios, or any omission to state a material fact therein if such statement
or omission was made in reliance upon, and in conformity with, information
furnished to the Company or the Portfolios 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 Portfolios' transfer
agent(s), or for any failure of any such transfer agent to perform its duties.
ELEVENTH: Nothing herein contained shall require the Company to take
any action contrary to any provision of its Agreement and Declaration of Trust,
or to any applicable statute or regulation.
TWELFTH: This Agreement shall become effective as of the date hereof,
shall continue in force and effect until June 30, 2001, and shall continue in
force and effect from year to year thereafter, provided, that such continuance
is specifically approved at least annually (a)(i) by the Board of Trustees of
the Company or (ii) by the vote of a majority of the Portfolios' outstanding
voting securities (as defined in Section 2(a)(42) of the 1940 Act), and (b) by
vote of a majority of the Company's trustees who are not parties to this
Agreement or "interested persons" (as defined in Section 2(a)(19) of the ▇▇▇▇
▇▇▇) of any party to this Agreement cast in person at a meeting called for such
purpose.
THIRTEENTH:
(A) This Agreement may be terminated at any time, without the payment
of any penalty, by vote of the Board of Trustees of the Company or by vote of a
majority of the outstanding voting securities of each Portfolio, or by the
Distributor, on sixty (60) days' written notice to the other party.
(B) This Agreement shall 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.
FOURTEENTH: 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, it is agreed that the addresses of both the
Company and the Distributor shall be ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇.
FIFTEENTH: Notice is hereby given that, as provided by applicable law,
the obligations of or arising out of this Agreement are not binding upon any of
the shareholders of the Company individually, but are binding only upon the
assets and property of the Company and that the shareholders shall be entitled,
to the fullest extent permitted by applicable law, to the same limitation on
personal liability as stockholders of private corporations for profit.
SIXTEENTH: This Agreement shall be governed by and construed in
accordance with the laws (without reference to conflicts of law provisions) of
the State of Delaware.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate on the day and year first above written.
AIM INVESTMENT SECURITIES FUNDS
Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Assistant Secretary Title: President
A I M DISTRIBUTORS, INC.
Attest: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Secretary Title: President
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APPENDIX A
TO
THIRD AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
OF
AIM INVESTMENT SECURITIES FUNDS
CLASS A SHARES
AIM High Yield Fund
AIM High Yield Fund II
AIM Income Fund
AIM Intermediate Government Fund
AIM Limited Maturity Treasury Fund
AIM Municipal Bond Fund
CLASS C SHARES
AIM High Yield Fund
AIM High Yield Fund II
AIM Income Fund
AIM Intermediate Government Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM CASH RESERVE SHARES
AIM Money Market Fund
INSTITUTIONAL CLASS SHARES
AIM Limited Maturity Treasury Fund
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