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EXHIBIT e(2)
FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
BETWEEN
AIM SPECIAL OPPORTUNITIES FUNDS
(CLASS A SHARES AND CLASS C SHARES)
AND
A I M DISTRIBUTORS, INC.
THIS AGREEMENT is made this 1st day of July, 2000, by and between AIM
SPECIAL OPPORTUNITIES FUNDS, a Delaware business trust (the "Company"), with
respect to each of the Class A and Class C Shares (the "Shares") of each series
of shares of beneficial interest set forth in Appendix A to this agreement (the
"Portfolio") 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 hereby appoints the Distributor as its exclusive agent
for the sale of shares of each series portfolio of the Company set forth in
Appendix A attached hereto amended from time to time (collectively, the "Funds"
and each separately a "Fund"), and any applicable classes thereof, 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 Company's
current prospectus applicable to the Funds.
SECOND: The Company shall not sell any shares of a Fund 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 of a Fund 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 shares of a Fund 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 Funds.
THIRD: The Distributor hereby accepts appointment as exclusive agent for
the sale of the shares of the Funds 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
each Fund 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
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(B) the Company may withdraw the offering of the shares of a Fund (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 shares of a Fund. The Company shall have the right to specify minimum
amounts for initial and subsequent orders for the purchase of Fund shares.
FOURTH:
(A) The public offering price of the Class A shares of a Fund (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 Funds. 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
and such schedule of contingent deferred sales charges shall be disclosed in the
current prospectus or statement of additional information of each Fund. The
sales charge and contingent deferred sales charges may reflect scheduled
variations in, or the elimination of, sales charges on sales of a Fund's Class A
shares or contingent deferred sales charges on redemptions of a Fund's Class A
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 Funds. The Distributor shall apply any scheduled
variation in, or elimination of, the selling commission or contingent deferred
sales charges 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 shares
shall be determined in accordance with the provisions of the then current
prospectus and statement of additional information of the applicable Fund. 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 or statement of additional information of
each Fund. 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 Funds' 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.
(B) The Funds shall allow directly to investment dealers and other
financial institutions through whom Class A shares of each Fund 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.
(C) No provision of this Agreement shall be deemed to prohibit any payments
by a Fund to the Distributor or by a Fund or the Distributor to investment
dealers, financial institutions and 401(k)
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plan service providers where such payments are made under a distribution plan
adopted by the Company on behalf of each Fund pursuant to Rule 12b-1 under the
1940 Act.
(D) The Company shall redeem 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 Fund. The price to be paid to a shareholder to
redeem Shares shall be equal to the net asset value of 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
Fund in connection with the sale and repurchase of shares of a Fund. 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 shares of the Funds 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
shares of each Fund 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 Funds. The Distributor or such 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 Fund
pursuant to Rule 12b-1 under the 1940 Act upon the settlement of each sale of a
Share (or share of another portfolio from which the Class C share derives).
SIXTH: The Funds shall bear:
(A) the expenses of qualification of shares of a Fund 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 Funds' 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 Fund), 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
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distribution plan adopted by the Company on behalf of the Funds 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 shares of
each Fund 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 Funds, 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 shares of each Fund.
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 Funds 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
Funds, 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 Fund in connection therewith by or on behalf of the
Distributor. The Distributor agrees to indemnify the Company and the Funds
against any and all claims, demands, liabilities and expenses which the Company
or the Funds may incur arising out of or based upon any act or deed of the
Distributor or its sales representatives which has not been authorized by the
Company or the Funds in its prospectus or in this Agreement.
(B) The Distributor agrees to indemnify the Company and the Funds against
any and all claims, demands, liabilities and expenses which the Company or the
Funds 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 Funds, 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 Funds 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 Funds' 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, as
amended, 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 Funds' outstanding voting
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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 with respect to any Fund 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 the
applicable Fund, 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 Eleven ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
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 SPECIAL OPPORTUNITIES FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Attest:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary
A I M DISTRIBUTORS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: President
Attest:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Secretary
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APPENDIX A
TO
FIRST AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
OF
AIM SPECIAL OPPORTUNITIES FUNDS
CLASS A SHARES
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AIM Large Cap Opportunities Fund
AIM Mid Cap Opportunities Fund
AIM Small Cap Opportunities Fund
CLASS C SHARES
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AIM Large Cap Opportunities Fund
AIM Mid Cap Opportunities Fund
AIM Small Cap Opportunities Fund
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