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EXHIBIT 6(b)
DISTRIBUTION AGREEMENT
THIS AGREEMENT made this ________ day of _________, 1997, by and
between AIM Advisor Funds, Inc., a Maryland corporation (the "Fund"), and A I M
Distributors, Inc., a Delaware corporation (the "Underwriter").
W I T N E S S E T H:
WHEREAS, the Fund is registered under the Investment Company Act of
1940, as amended (the "Investment Company Act"), as a diversified, open-end
management investment company whose authorized common shares ("Shares") are
divided into series AIM Advisor Large Cap Value Fund, AIM Advisor Income Fund,
AIM Advisor Flex Fund, AIM Advisor MultiFlex Fund, AIM Advisor Real Estate
Fund, AIM Advisor International Value Fund, and AIM Advisor Cash Management
Fund each of which series offers two classes of Shares and which may be divided
into additional series, each representing an interest in a separate portfolio
of investments, and additional classes of such series, and it is in the
interest of the Fund to offer the Shares for sale continuously; and
WHEREAS, the Underwriter is engaged in the business of selling shares
of investment companies either directly to investors or through other
securities dealers; and
WHEREAS, the Fund and the Underwriter wish to enter into an agreement
with each other with respect to the continuous offering of the Shares in order
to promote growth of the Fund and facilitate the distribution of the Shares;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto as follows:
1. The Fund hereby appoints the Underwriter its agent for the
distribution of Shares in jurisdictions wherein such Shares
may legally be offered for sale; provided, however, that the
Fund in its absolute discretion may (a) issue or sell Shares
directly to purchasers, or (b) issue or sell Shares to the
shareholders of any other investment company, for which the
Underwriter or any affiliate thereof shall act as exclusive
distributor, who wish to exchange all or a portion of their
investment in Shares or in shares of such other investment
company for the Shares. Notwithstanding any other provision
hereof, the Fund may terminate, suspend or withdraw the
offering of Shares or of one or more series or class(es) of
Shares whenever, in its sole discretion, it deems such action
to be desirable. The Fund reserves the right to reject any
subscription in whole or in part for any reason.
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2. The Underwriter hereby agrees to serve as agent for the
distribution of the Shares and agrees that it will use its
best efforts with reasonable promptness to sell such part of
the authorized Shares remaining unissued as from time to time
shall be effectively registered under the Securities Act of
1933, as amended (the "1933 Act"), at such prices and on such
terms as hereinafter set forth, all subject to applicable
federal and state securities laws and regulations. Nothing
herein shall be construed to prohibit the Underwriter from
engaging in other related or unrelated businesses.
3. In addition to serving as the Fund's agent in the distribution
of the Shares, the Underwriter shall also provide to the
holders of the Shares certain maintenance, support or similar
services ("Shareholder Services"). Such services shall
include, without limitation, answering routine shareholder
inquiries regarding the Fund, assisting shareholders in
considering whether to change dividend options and helping to
effectuate such changes, arranging for bank wires, and
providing such other services as the Fund may reasonably
request from time to time. It is expressly understood that
the Underwriter or the Fund may enter into one or more
agreements with third parties pursuant to which such third
parties may provide the Shareholder Services provided for in
this paragraph. Nothing herein shall be construed to impose
upon the Underwriter any duty or expense in connection with
the services of any registrar, transfer agent or custodian
appointed by the Fund, the computation of the net asset value
or offering price of Shares, the preparation and distribution
of notices of meetings, proxy soliciting material, annual and
periodic reports, dividends and dividend notices, or any other
responsibility of the Fund.
4. Except as otherwise specifically provided for in this
Agreement, the Underwriter shall sell the Shares directly to
purchasers, or through qualified broker-dealers or others, in
such manner, not inconsistent with the provisions hereof and
the then-effective Registration Statement of the Fund under
the 1933 Act (the "Registration Statement") and related
Prospectus (the "Prospectus") and Statement of Additional
Information ("SAI") of the Fund as the Underwriter may
determine from time to time; provided that no broker-dealer or
other person shall be appointed or authorized to act as agent
of the Fund without the prior consent of the directors (the
"Directors") of the Fund. The Underwriter will require each
broker-dealer to conform to the provisions hereof and of the
Registration Statement (and related Prospectus and SAI) at the
time in effect under the 1933 Act with respect to the public
offering price of the Shares. The Fund will have no
obligation to pay any commissions or other remuneration to
such broker-dealers.
5. The Shares offered for sale or sold by the Underwriter shall
be offered or sold at the net asset value per share, with or
without a sales charge, determined in accordance with the
then-current Prospectus and/or SAI relating to the sale of the
Shares except as departure from such prices shall be permitted
by the then-current Prospectus and/or SAI of the Fund, in
accordance with applicable rules and regulations of the
Securities and Exchange Commission. The price the Fund shall
receive for the Shares purchased from the Fund shall be the
net asset value per
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share of such Shares, determined in accordance with the
Prospectus and/or SAI applicable to the sale of the Shares.
6. Except as may otherwise be agreed to by the Fund, the
Underwriter shall be responsible for issuing and delivering
such confirmations of sales made by it pursuant to this
Agreement as may be required; provided, however, that the
Underwriter or the Fund may utilize the services of other
persons or entities believed by it to be competent to perform
such functions. Shares shall be registered on the transfer
books of the Fund in such names and denominations as the
Underwriter may specify.
7. The Fund will execute any and all documents and furnish any
and all information which may be reasonably necessary in
connection with the qualification of the Shares for sale
(including the qualification of the Fund as a broker-dealer
where necessary or advisable) in such states as the
Underwriter may reasonably request (it being understood that
the Fund shall not be required without its consent to comply
with any requirement which in the opinion of the Directors of
the Fund is unduly burdensome). The Underwriter, at its own
expense, will effect all qualifications of itself as broker or
dealer, or otherwise, under all applicable state or Federal
laws required in order that the Shares may be sold in such
states or jurisdictions as the Fund may reasonably request.
8. The Fund shall prepare and furnish to the Underwriter from
time to time the most recent form(s) of the Prospectus(es) and
SAI(s) of the Fund. The Fund authorizes the Underwriter to
use the Prospectus(es) and SAI(s), in the forms furnished to
the Underwriter from time to time, in connection with the sale
of the Shares of the Fund. The Fund will furnish to the
Underwriter from time to time such information with respect to
the Fund and the Shares as the Underwriter may reasonably
request for use in connection with the sale of the Shares.
The Underwriter agrees that it will not use or distribute or
authorize the use, distribution or dissemination by
broker-dealers or others in connection with the sale of the
Shares any statements, other than those contained in a current
applicable Prospectus and SAI of the Fund, except such
supplemental literature or advertising as shall be lawful
under federal and state securities laws and regulations, and
that it will promptly furnish the Fund with copies of all such
material.
9. The Underwriter will not make, or authorize any broker-dealers
or others to make, any short sales of the Shares of the Fund
or otherwise make any sales of the Shares unless such sales
are made in accordance with a then-current Prospectus and SAI
relating to the sale of the applicable Shares.
10. The Underwriter, as agent of and for the account of the Fund,
may cause the redemption or repurchase of the Shares at such
prices and upon such terms and conditions as shall be
specified in a then-current applicable Prospectus and SAI. In
selling, redeeming or repurchasing the Shares for the account
of the Fund, the Underwriter will in all respects conform to
the requirements of all state and federal laws and the Rules
of Fair Practice of the National Association of Securities
Dealers, Inc., relating to such sale, redemption or
repurchase, as the case may be.
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The Underwriter will observe and be bound by all the
provisions of the Articles of Incorporation or Bylaws of the
Fund and of any provisions in the Registration Statement,
Prospectus(es) and SAI(s), as such may be amended or
supplemented from time to time, notice of which shall have
been given to the Underwriter, which at the time in any way
require, limit, restrict, prohibit or otherwise regulate any
action on the part of the Underwriter.
11. (a) The Fund shall indemnify, defend and hold harmless
the Underwriter, its officers and directors and any
person who controls the Underwriter within the
meaning of the 1933 Act, from and against any and all
claims, demands, liabilities and expenses (including
the cost of investigating or defending such claims,
demands or liabilities and any attorney fees incurred
in connection therewith) which the Underwriter, its
officers and directors or any such controlling
person, may incur under the federal securities laws,
the common law or otherwise, arising out of or based
upon any alleged untrue statement of a material fact
contained in the Registration Statement or any
related Prospectus and/or SAI or arising out of or
based upon any alleged omission to state a material
fact required to be stated therein or necessary to
make the statements therein not misleading.
Notwithstanding the foregoing, this indemnity
agreement, to the extent that it might require
indemnity of the Underwriter or any person who is an
officer, director or controlling person of the
Underwriter, shall not inure to the benefit of the
Underwriter or officer, director or controlling
person thereof unless a court of competent
jurisdiction shall determine, or it shall have been
determined by controlling precedent, that such result
would not be against public policy as expressed in
the federal securities laws and in no event shall
anything contained herein be so construed as to
protect the Underwriter against any liability to the
Fund, the Directors or the Fund's shareholders to
which the Underwriter would otherwise be subject by
reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by
reason of its reckless disregard of its obligations
and duties under this Agreement.
This indemnity agreement is expressly conditioned
upon the Fund's being notified of any action brought
against the Underwriter, its officers or directors or
any such controlling person, which notification shall
be given by letter or by telegram addressed to the
Fund at its principal address in Houston, Texas and
sent to the Fund by the person against whom such
action is brought within ten (10) days after the
summons or other first legal process shall have been
served upon the Underwriter, its officers or
directors or any such controlling person. The
failure to notify the Fund of any such action shall
not relieve the Fund from any liability which it may
have to the person against whom such action is
brought by reason of any such alleged untrue
statement or omission otherwise than on account of
the indemnity agreement contained in this paragraph.
The Fund shall be entitled to assume the defense of
any suit brought to enforce such claim,
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demand, or liability, but in such case the defense
shall be conducted by counsel chosen by the Fund and
approved by the Underwriter, which approval shall
not be unreasonably withheld. If the Fund elects to
assume the defense of any such suit and retain
counsel approved by the Underwriter, the defendant or
defendants in such suit shall bear the fees and
expenses of an additional counsel obtained by any of
them. Should the Fund elect not to assume the
defense of any such suit, or should the Underwriter
not approve of counsel chosen by the Fund, the Fund
will reimburse the Underwriter, its officers and
directors or the controlling person or persons named
as defendant or defendants in such suit, for the fees
and expenses of any counsel retained by the
Underwriter or them. In addition, the Underwriter
shall have the right to employ counsel to represent
it, its officers and directors and any such
controlling person who may be subject to liability
arising out of any claim in respect of which
indemnity may be sought by the Underwriter against
the Fund hereunder if in the reasonable judgment of
the Underwriter it is advisable for the Underwriter,
its officers and directors or such controlling person
to be represented by separate counsel, in which event
the fees and expenses of such separate counsel shall
be borne by the Fund. This indemnity agreement and
the Fund's representations and warranties in this
Agreement shall remain operative and in full force
and effect and shall survive the delivery of any of
the Shares as provided in this Agreement. This
indemnity agreement shall inure exclusively to the
benefit of the Underwriter and its successors, the
Underwriter's officers and directors and their
respective estates and any such controlling person
and their successors and estates. The Fund shall
promptly notify the Underwriter of the commencement
of any litigation or proceeding against it in
connection with the issue and sale of the Shares.
(b) The Underwriter agrees to indemnify, defend and hold
harmless the Fund, its Officers and Directors and any
person who controls the Fund within the meaning of
the 1933 Act, from and against any and all claims,
demands, liabilities and expenses (including the cost
of investigating or defending such claims, demands or
liabilities and any attorney fees incurred in
connection therewith) which the Fund, its Officers
and Directors or any such controlling person may
incur under the federal securities laws, the common
law or otherwise, but only to the extent that such
liability or expense incurred by the Fund, its
Officers and Directors or such controlling person
resulting from such claims or demands shall arise out
of or be based upon (a) any alleged untrue statement
of a material fact contained in information furnished
in writing by the Underwriter to the Fund
specifically for use in the Registration Statement or
any related Prospectus and/or SAI or shall arise out
of or be based upon any alleged omission to state a
material fact in connection with such information
required to be stated in the Registration Statement
or the related Prospectus and/or SAI or necessary to
make such information not misleading and (b) any
alleged act or omission on the Underwriter's part as
the Fund's agent that has not been expressly
authorized by the Fund in writing.
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Notwithstanding the foregoing, this indemnity
agreement, to the extent that it might require
indemnity of the Fund or any Officer, Director or
controlling person of the Fund, shall not inure to
the benefit of the Fund or any Officer or Director or
controlling person thereof unless a court of
competent jurisdiction shall determine, or it shall
have been determined by controlling precedent, that
such result would not be against public policy as
expressed in the federal securities laws and in no
event shall anything contained herein be so construed
as to protect any Director of the Fund against any
liability to the Fund or the Fund's shareholders to
which the Director would otherwise be subject by
reason of willful misfeasance, bad faith or gross
negligence or reckless disregard of the duties
involved in the conduct of his office.
This indemnity agreement is expressly conditioned
upon the Underwriter's being notified of any action
brought against the Fund, its Officers or Directors
or any such controlling person, which notification
shall be given by letter or telegram addressed to the
Underwriter at its principal office in Houston,
Texas, and sent to the Underwriter by the person
against whom such action is brought, within ten (10)
days after the summons or other first legal process
shall have been served upon the Fund, its Officers,
Directors or any such controlling person. The
failure to notify the Underwriter of any such action
shall not relieve the Underwriter from any liability
which it may have to the person against whom such
action is brought by reason of any such alleged
untrue statement or omission otherwise than on
account of the indemnity agreement contained in this
paragraph. The Underwriter shall be entitled to
assume the defense of any suit brought to enforce
such claim, demand, or liability, but in such case
the defense shall be conducted by counsel chosen by
the Underwriter and approved by the Fund, which
approval shall not be unreasonably withheld. If the
Underwriter elects to assume the defense of any such
suit and retain counsel approved by the Fund, the
defendant or defendants in such suit shall bear the
fees and expenses of an additional counsel obtained
by any of them. Should the Underwriter elect not to
assume the defense of any such suit, or should the
Fund not approve of counsel chosen by the
Underwriter, the Underwriter will reimburse the Fund,
its Directors or the controlling person or persons
named as defendant or defendants in such suit, for
the fees and expenses of any counsel retained by the
Fund or them. In addition, the Fund shall have the
right to employ counsel to represent it, its
Directors and any such controlling person who may be
subject to liability arising out of any claim in
respect of which indemnity may be sought by the Fund
against the Underwriter hereunder if in the
reasonable judgment of the Fund it is advisable for
the Fund, its Officers, Directors or such controlling
person to be represented by separate counsel, in
which event the fees and expenses of such separate
counsel shall be borne by the Underwriter. This
indemnity agreement and the Underwriter's
representations and warranties in this Agreement
shall remain operative and in full force and effect
and shall survive the delivery of any of the Shares
as provided in this Agreement. This indemnity
agreement shall inure exclusively to the benefit of
the Fund
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and its successors, the Fund's Officers and Directors
and their respective estates and any such controlling
person and their successors and estates. The
Underwriter shall promptly notify the Fund of the
commencement of any litigation or proceeding against
it in connection with the issue and sale of the
Shares.
12. Except as may be provided in one or more other agreements
between the Fund and the Underwriter or third parties, the
Fund will pay or cause to be paid (a) expenses (including the
fees and disbursements of its own counsel) of any registration
of the Shares under the 1933 Act, (b) expenses incident to the
issuance of the Shares, and (c) expenses (including the fees
and disbursements of its own counsel) incurred in connection
with the preparation, printing and distribution of the Fund's
Prospectuses, SAIs, and periodic and other reports sent to
holders of the Shares in their capacity as such. The
Underwriter shall prepare and provide necessary copies of all
sales literature subject to the Fund's approval thereof.
13. This Agreement having been approved by a majority vote of the
Directors of the Fund, as well as a majority vote of the
Directors who, except for their positions as Directors of the
Fund, are not "interested persons" (as defined in the
Investment Company Act) of the Fund and who have no direct or
indirect financial interest in the operation of this Agreement
("Disinterested Directors"), shall become effective as of the
date so written above and shall continue in effect from year
to year thereafter, but only so long as such continuance is
specifically approved at least annually (a)(i) by a vote of
the Directors of the Fund or (ii) by a vote of a majority of
the outstanding voting securities of the Fund or, where
required by applicable law, regulation or regulatory policy,
of each applicable series and/or class with respect to that
series or class, and (b) by a vote of a majority of the
Disinterested Directors, cast in person at a meeting called
for the purpose of voting on this Agreement.
Either party hereto may terminate this Agreement on any date,
without the payment of a penalty, by giving the other party at
least 60 days' prior written notice of such termination
specifying the date fixed therefor. In particular, this
Agreement may be terminated at any time, without payment of
any penalty, by vote of a majority of the Disinterested
Directors, or by vote of a majority of the outstanding voting
securities of the Fund or, where required by applicable law,
regulation or regulatory policy, of each applicable series
and/or class with respect to that series or class, on not more
than 60 days' written notice to the Underwriter.
Without prejudice to any other remedies of the Fund provided
for in this Agreement or otherwise, the Fund may terminate
this Agreement at any time immediately upon the Underwriter's
failure to fulfill any of the obligations of the Underwriter
hereunder.
14. This Agreement shall automatically terminate in the event of
its assignment. In interpreting the provisions of this
Section 14, the definition of "assignment" contained in the
Investment Company Act shall be applied.
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15. This Agreement may not be amended to increase the amount to be
spent by the Fund or a series or class hereunder without
approval of shareholders of the Fund or of each applicable
series or class. All material amendments to the Agreement must
be approved by the vote of the Board of Directors of the Fund,
including a majority of the Disinterested Directors, cast in
person at a meeting called for the purpose of voting on such
amendment.
16. Any notice under this Agreement shall be in writing, addressed
and delivered or mailed, postage prepaid, to the other party
at such address as such other party may designate for the
receipt of such notice.
17. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in
writing signed by the Fund and the Underwriter and, if
applicable, approved in the manner required by the Investment
Company Act.
18. Each provision of this Agreement is intended to be severable.
If any provision of this Agreement shall be held illegal or
made invalid by a court decision, statute, rule or otherwise,
such illegality or invalidity shall not affect the validity or
enforceability of the remainder of this Agreement.
19. This Agreement and the application and interpretation hereof
shall be governed exclusively by the laws of the State of
Texas.
IN WITNESS WHEREOF, the Fund and the Underwriter have each caused this
Agreement to be executed on its behalf by an officer thereunto duly authorized
and the Underwriter has caused its corporate seal to be affixed as of the day
and year first above written.
AIM ADVISOR FUNDS, INC.
ATTEST: By:
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Assistant Secretary President
A I M DISTRIBUTORS, INC.
ATTEST: By:
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Assistant Secretary President
