Amended And Restated Distribution Fee Purchase Agm

DISTRIBUTION FEE PURCHASE AGREEMENT
Dated as of August 20, 1993
As Amended and Restated as of June 26, 1996


AMENDED AND RESTATED DISTRIBUTION FEE PURCHASE AGREEMENT, dated as of June 26, 1996 (this "Agreement"), between A I M Distributors, Inc., a Delaware corporation (the "Seller"), and A I M Management Group Inc., a Delaware corporation (the "Purchaser").


W I T N E S S E T H:


WHEREAS, the Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from the Seller, on the terms and subject to the conditions specified in this Agreement, the Purchased Assets (as defined below);


NOW, THEREFORE, in consideration of the foregoing premises, and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:


ARTICLE I.


DEFINITIONS


The following terms shall have the meanings ascribed to them below. Capitalized terms not expressly defined herein which are defined in the Uniform Commercial Code as in effect from time to time in the State of Texas shall have the same meanings herein as in said UCC.


"AIM Funds" means all open-end mutual funds (and every series thereof) sponsored by the Purchaser or any of its Subsidiaries or for which the Purchaser or any of its Subsidiaries provides investment advisory, management, administrative, supervisory, consulting, underwriting or similar services from time to time, including such funds which are now existing and which may hereafter be organized.


"Asset Based Sales Charge" shall have the meaning set forth in Section 26(b)(8)(C) of the Rules of Fair Practice.


"CDSC Shares" means any shares (or class of shares) of beneficial interest or capital stock of any AIM Fund, which are offered at net asset value without an initial sales charge, and which are subject to a Contingent Deferred Sales Charge upon the 2 redemption of such shares for six years from the initial purchase of such shares.


"Contingent Deferred Sales Charge" means the amount payable by a shareholder of any AIM Fund on redemption of such shareholder's CDSC Shares in such AIM Fund prior to the end of the holding period specified from time to time in the Prospectus for such AIM Fund.


"Distribution Agreement" means any underwriting agreement and any plan or related agreement as contemplated by Rule 12b-1 under the Investment Company Act of 1940, as amended,in connection with the distribution of shares of any AIM Fund.


"Distribution Plan" means any plan adopted (as amended from time to time) by an AIM Fund and any related agreements, as contemplated by Rule 12b-1 under the Investment Company Act of 1940, as amended, in connection with the distribution of CDSC Shares of such AIM Fund.


"Free Shares" means shares other then CDSC Shares, including without limitation, shares which are derived from CDSC Shares, but do not have a Contingent Deferred Sales Charge because either (i) they were issued in an exchange without the payment of a Contingent Deferred Sales Charge and represent the appreciated value of the shares being exchanged over the initial purchase price paid for such shares (of the shares from which they derived), or (ii) they represent shares issued as a result of the reinvestment of dividends or other distributions.


"Maximum Interest Allowable" shall mean the maximum interest which may be taken into account under Section 26(d)(2)A) of the Rules of Fair Practice in computing the aggregate asset-backed and deferred sales charges which may be imposed.


"NASD" shall mean the National Association of Securities Dealers, Inc. or any successor entity.


"Prospectus" shall mean with respect to any AIM Fund the prospectus filed with the Securities and Exchange Commission as a part of the Registration Statement on Form N-1A, as amended, and shall include, without limitation, the related Statement of Additional Information included in such Registration Statement.


"Purchased Assets" shall mean with respect to each AIM Fund, all of the rights under the related Distribution Agreement, the related Distribution Plan, the related Prospectus and in accordance with the applicable Rules of Fair Practice to receive amounts paid or payable in respect of Service Fees, Asset Based Sales Charges (including interest at the Maximum Interest


2 3


Allowable) and Contingent Deferred Sales Charges, in each case in respect of the issuance by such AIM Fund of CDSC Shares and Free Shares and in respect of CDSC Shares and Free Shares of any other AIM Fund into which CDSC Shares and Free Shares initially issued by another AIM Fund may be exchanged without the payment of a Contingent Deferred Sales Charge, including, without limitation, any similar amount paid or payable under any replacement Distribution Agreement, Distribution Plan, Prospectus or the Rules of Fair Practice, and any continuation payments in respect thereof paid or payable by the related investment company in respect of such AIM Fund in the event of a termination of the related Distribution Plan or the related Distribution Agreement.


"Rules of Fair Practice" shall mean the Rules of Fair Practice of the NASD, including without limitation Section 26, thereof, as amended, and the rules, regulations and interpretations of the NASD in respect thereto.


"Service Fee" shall have the meaning set forth in Section 26(b)(9) of the Rules of Fair Pra ...