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EXHIBIT e(5)
[LOGO]
A I M Distributors, Inc.
SELECTED DEALER AGREEMENT
FOR INVESTMENT COMPANIES MANAGED
BY A I M ADVISORS, INC.
To the Undersigned Selected Dealer:
Gentlemen:
A I M Distributors, Inc., as the exclusive national distributor of shares (the
"Shares") of the registered investment companies for which we now or in the
future act as underwriter, as disclosed in each Fund's prospectus, which may be
amended from time to time by us (the "Funds"), understands that you are a member
in good standing of the National Association of Securities Dealers, Inc.
(""NASD"), or, if a foreign dealer, that you agree to abide by all of the rules
and regulations of the NASD for purposes of this Agreement (which you confirm by
your signature below). In consideration of the mutual covenants stated below,
you and we hereby agree as follows:
1. Sales of Shares through you will be at the public offering price of such
Shares (the net asset value of the Shares plus any sales charge
applicable to such Shares (the "Sales Charge")), as determined in
accordance with the then effective prospectus or Statement of Additional
Information used in connection with the offer and sale of Shares
(collectively, the "Prospectus"), which public offering price may reflect
scheduled variations in, or the elimination of, the Sales Charge on sales
of the Funds' Shares either generally to the public or in connection with
special purchase plans, as described in the Prospectus. You agree that
you will apply any scheduled variation in, or elimination of, the Sales
Charge uniformly to all offerees in the class specified in the
Prospectus.
2. You agree to purchase Shares solely through us and only for the purpose
of covering purchase orders already received from customers or for your
own bona fide investment. You agree not to purchase for any other
securities dealer unless you have an agreement with such other dealer or
broker to handle clearing arrangements and then only in the ordinary
course of business for such purpose and only if such other dealer has
executed a Selected Dealer Agreement with us. You also agree not to
withhold any customer order so as to profit therefrom.
3. The procedures relating to the handling of orders shall be subject to
instructions which we will forward from time to time to all selected
dealers with whom we have entered into a Selected Dealer Agreement. The
minimum initial order shall be specified in the Funds' then current
Prospectuses. All purchase orders are subject to receipt of Shares by us
from the Funds concerned and to acceptance of such orders by us. We
reserve the right in our sole discretion to reject any order.
4. With respect to the Funds the Shares of which are indicated in that
Fund's Prospectus as being sold with a Sales Charge (the "Load Funds"),
you will be allowed the concessions from the public offering price
provided in the Load Funds' Prospectus and/or periodic instruction from
us. With respect to the Funds, the Shares of which are indicated in that
Fund's Prospectus as being sold with a contingent deferred sales charge
or early withdrawal charge (the "CDSC Funds"), you will be paid a
commission as disclosed in the CDSC Fund's Prospectus and/or periodic
instructions from us. With respect to the Funds whose Shares are
indicated as being sold without a Sales Charge or a contingent deferred
sales charge (the "No-Load Funds"), you may charge a reasonable
administrative fee. For the purposes of this Agreement the term Dealer
Commission means commissions or concessions
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payable to you as disclosed in the Funds' Prospectuses and the terms
"Sales Charge" and "Dealer Commission" apply only to the Load Funds and
the CDSC Funds. All Dealer Commissions are subject to change without
notice by us and will comply with any changes in regulatory requirements.
You agree that you will not combine customer orders to reach breakpoints
in commissions for any purpose whatsoever unless authorized by the
Prospectus or by us in writing.
5. You agree that your transactions in Shares of the Funds will be limited
to (a) the purchase of Shares from us for resale to your customers at the
public offering price then in effect or for your own bona fide
investment, (b) exchanges of Shares between Funds, as permitted by the
Funds' then current registration statement (which includes the
Prospectus) and in accordance with procedures as they may be modified by
us from time to time, and (c) transactions involving the redemption of
Shares by a Fund or the repurchase of Shares by us as an accommodation to
shareholders or where applicable, through tender offers. Redemptions by a
Fund and repurchases by us will be effected in the manner and upon the
terms described in the Prospectus. We will, upon your request, assist you
in processing such orders for redemptions or repurchases. To facilitate
prompt payment following a redemption or repurchase of Shares, the
owner's signature shall appear as registered on the Funds' records and,
as described in the Prospectus, it may be required to be guaranteed by a
commercial bank, trust company or a member of a national securities
exchange.
6. Sales and exchanges of Shares may only be made in those states and
jurisdictions where the Shares are registered or qualified for sale to
the public. We agree to advise you currently of the identity of those
states and jurisdictions in which the Shares are registered or qualified
for sale, and you agree to indemnify us and/or the Funds for any claim,
liability, expense or loss in any way arising out of a sale of Shares in
any state or jurisdiction in which such Shares are not so registered or
qualified.
7. We shall accept orders only on the basis of the then current offering
price. You agree to place orders in respect of Shares immediately upon
the receipt of orders from your customers for the same number of Shares.
Orders which you receive from your customers shall be deemed to be placed
with us when received by us. Orders which you receive prior to the close
of business, as defined in the Prospectus, and placed with us within the
time frame set forth in the Prospectus shall be priced at the offering
price next computed after they are received by you. We will not accept
from you a conditional order on any basis. All orders shall be subject to
confirmation by us.
8. Your customer will be entitled to a reduction in the Sales Charge on
purchases made under a Letter of Intent or Right of Accumulation
described in the Prospectus. In such case, your Dealer Commission will be
based upon such reduced Sales Charge; however, in the case of a Letter of
Intent signed by your customer, an adjustment to a higher Dealer
Commission will thereafter be made to reflect actual purchases by your
customer if he should fail to fulfill his Letter of Intent. When placing
wire trades, you agree to advise us of any Letter of Intent signed by
your customer or of any Right of Accumulation available to him of which
he has made you aware. If you fail to so advise us, you will be liable to
us for the return of any Dealer Commission plus interest thereon.
9. You and we agree to abide by the Conduct Rules of the NASD and all other
federal and state rules and regulations that are now or may become
applicable to transactions hereunder. Your expulsion from the NASD will
automatically terminate this Agreement without notice. Your suspension
from the
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NASD or a violation by you of applicable state and federal laws and rules
and regulations of authorized regulatory agencies will terminate this
Agreement effective upon notice received by you from us. You agree that
it is your responsibility to determine the suitability of any Shares as
investments for your customers, and that AIM Distributors has no
responsibility for such determination.
10. With respect to the Load Funds and the CDSC Funds, and unless otherwise
agreed, settlement shall be made at the offices of the Funds' transfer
agent within three (3) business days after our acceptance of the order.
With respect to the No-Load Funds, settlement will be made only upon
receipt by the Fund of payment in the form of federal funds. If payment
is not so received or made within ten (10) business days of our
acceptance of the order, we reserve the right to cancel the sale or, at
our option, to sell the Shares to the Funds at the then prevailing net
asset value. In this event, or in the event that you cancel the trade for
any reason, you agree to be responsible for any loss resulting to the
Funds or to us from your failure to make payments as aforesaid. You shall
not be entitled to any gains generated thereby.
11. If any Shares of any of the Load Funds sold to you under the terms of
this Agreement are redeemed by the Fund or repurchased for the account of
the Funds or are tendered to the Funds for redemption or repurchase
within seven (7) business days after the date of our confirmation to you
of your original purchase order therefore, you agree to pay forthwith to
us the full amount of the Dealer Commission allowed to you on the
original sale and we agree to pay such amount to the Fund when received
by us. We also agree to pay to the Fund the amount of our share of the
Sales Charge on the original sale of such Shares.
12. Any order placed by you for the repurchase of Shares of a Fund is subject
to the timely receipt by the Fund's transfer agent of all required
documents in good order. If such documents are not received within a
reasonable time after the order is placed, the order is subject to
cancellation, in which case you agree to be responsible for any loss
resulting to the Fund or to us from such cancellation.
13. We reserve the right in our discretion without notice to you to suspend
sales or withdraw any offering of Shares entirely, to change the offering
prices as provided in the Prospectus or, upon notice to you, to amend or
cancel this Agreement. You agree that any order to purchase Shares of the
Funds placed by you after notice of any amendment to this Agreement has
been sent to you shall constitute your agreement to any such amendment.
14. In every transaction, we will act as agent for the Fund and you will act
as principal for your own account. You have no authority whatsoever to
act as our agent or as agent for the Funds, any other Selected Dealer or
the Funds' transfer agent and nothing in this Agreement shall serve to
appoint you as an agent of any of the foregoing in connection with
transactions with your customers or otherwise.
15. No person is authorized to make any representations concerning the Funds
or their Shares except those contained in the Prospectus and any such
information as may be released by us as information supplemental to the
Prospectus. If you should make such unauthorized representation, you
agree to indemnify the Funds and us from and against any and all claims,
liability, expense or loss in any way arising out of or in any way
connected with such representation.
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16. We will supply you with copies of the Prospectuses of the Funds
(including any amendments thereto) in reasonable quantities upon request.
You will provide all customers with a prospectus prior to or at the time
such customer purchases Shares. You will provide any customer who so
requests a copy of the Statement of Additional Information within the
time dictated by regulatory requirements, as they may be amended from
time to time.
17. You shall be solely responsible for the accuracy, timeliness and
completeness of any orders transmitted by you on behalf of your customers
by wire or telephone for purchases, exchanges or redemptions, and shall
indemnify us against any claims by your customers as a result of your
failure to properly transmit their instructions.
18. No advertising or sales literature, as such terms are defined by the
NASD, of any kind whatsoever will be used by you with respect to the
Funds or us unless first provided to you by us or unless you have
obtained our prior written approval.
19. All expenses incurred in connection with your activities under this
Agreement shall be borne by you.
20. This Agreement shall not be assignable by you. This Agreement shall be
constructed in accordance with the laws of the State of Texas.
21. Any notice to you shall be duly given if mailed or telegraphed to you at
your address as registered from time to time with the NASD.
22. This Agreement constitutes the entire agreement between the undersigned
and supersedes all prior oral or written agreements between the parties
hereto.
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A I M DISTRIBUTORS, INC.
Date: By: X
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The undersigned accepts your invitation to become a Selected Dealer and agrees
to abide by the foregoing terms and conditions. The undersigned acknowledges
receipt of Prospectuses for use in connection with offers and sales of the
Funds.
Date By:X
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Signature
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Print Name Title
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Dealer's Name
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Address
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City State Zip
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Telephone
Please sign both copies and return one copy of each to:
A I M Distributors, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
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