MEMORANDUM OF AGREEMENT
This Memorandum of Agreement is entered into as of the effective date
listed on Exhibit "A" of this agreement, between AIM Investment Securities Funds
and AIM Tax-Exempt Funds (each a "Trust" and, collectively, the "Trusts"), on
behalf of the fund listed on Exhibit "A" to this Memorandum of Agreement (the
"Funds"), and A I M Distributors, Inc. ("Distributors"). Distributors shall and
hereby agrees to waive fees of each Fund, on behalf of its respective classes as
applicable, severally and not jointly, as indicated in the attached Exhibit.
For and in consideration of the mutual terms and agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Trust and Distributors agree as follows:
The Trusts and Distributors agree until at least the date set forth on the
attached Exhibit "A" (the "Expiration Date") that Distributors will waive Rule
12b-1 distribution plan payments at the rates, on an annualized basis, set forth
on Exhibit "A" of the average daily net assets allocable to such class. The
Funds' Board of Trustees and AIM may terminate or modify this Memorandum of
Agreement prior to the Expiration Date only by mutual written consent.
Distributors will not have any right to reimbursement of any amount so waived.
The Trusts and Distributors agree to review the then-current waivers for
each class of each Fund listed on Exhibit "A" on a date prior to the Expiration
Date to determine whether such waivers should be amended, continued or
terminated. The waivers will expire upon the Expiration Date unless the Trusts
and AIM have agreed to continue them. Exhibit "A" will be amended to reflect any
such agreement.
It is expressly agreed that the obligations of the Trusts hereunder shall
not be binding upon any of the Trustees, shareholders, nominees, officers,
agents or employees of the Trust personally, but shall only bind the assets and
property of the Funds, as provided in the Trusts' Agreement and Declaration of
Trust. The execution and delivery of this Memorandum of Agreement have been
authorized by the Trustees of each Trust, and this Memorandum of Agreement has
been executed and delivered by an authorized officer of each Trust acting as
such; neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the assets and property of the Funds, as provided in the Trusts'
Agreement and Declaration of Trust.
IN WITNESS WHEREOF, the Trusts and Distributors have entered into this
Memorandum of Agreement as of the date first above written.
AIM INVESTMENT FUNDS
AIM INVESTMENT SECURITIES FUNDS
AIM TAX-EXEMPT FUNDS
on behalf of the Funds listed
in Exhibit "A"
to this Memorandum of Agreement
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Title: President
A I M DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇ ▇. Needles
------------------------------------
Title: President
EXHIBIT "A"
FUNDS WITH FISCAL YEAR END OF JULY 31
AIM INVESTMENT SECURITIES FUNDS
FUND WAIVER EFFECTIVE DATE EXPIRATION DATE
---- ------ ---------------- ---------------
AIM Short Term Bond Fund
Class C Shares 0.50% of Rule 12b-1 February 1, 2006 July 31, 2006
distribution plan payments
on average net assets
FUNDS WITH FISCAL YEAR END OF MARCH 31
AIM TAX-EXEMPT FUNDS
FUND WAIVER EFFECTIVE DATE EXPIRATION DATE
---- ------ -------------- ---------------
AIM Tax-Exempt Cash Fund 0.15% of Rule 12b-1 April 1, 2005 June 30, 2007
Class A Shares distribution plan payments
on average net assets
FUNDS WITH FISCAL YEAR END OF OCTOBER 31
AIM INVESTMENT FUNDS
FUND WAIVER EFFECTIVE DATE EXPIRATION DATE
---- ------ -------------- ---------------
AIM Enhanced Short Bond Fund 0.50% of Rule 12b-1 March 31, 2006 June 30, 2007
Class C Shares distribution plan payments
on average net assets