EXHIBIT 2(h)(5)
SELECTED DEALER AGREEMENT
[AIM LOGO APPEARS HERE] FOR INVESTMENT COMPANIES MANAGED
BY A I M ADVISORS, INC.
TO THE UNDERSIGNED SELECTED DEALER:
Gentlemen:
A I M Distributors, Inc., is 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"). You represent 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 and
representations stated herein, 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
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
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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
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the 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,
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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.
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. You agree to indemnify us against any and all claims,
liability, expense or loss in any way arising out of your use of any such
advertising or sales literature not so provided or approved.
19. You shall be responsible for complying with all applicable money laundering
laws, regulations, and government guidance, including cash and suspicious
activity reporting and recordkeeping requirements and to have adequate
policies, procedures and internal controls in place to ensure compliance.
You shall provide us, upon request and within a reasonable time, copies of
your Bank Secrecy Act and/or anti-money laundering compliance programs or
materials, including policies and procedures for complying with the Bank
Secrecy Act and money laundering laws and regulations, "Know Your Customer"
policies and procedures, and procedures for identifying and reporting
suspicious transactions. This request of information shall not in any way
be construed or impose any obligation upon us to review and ensure the
accuracy or adequacy of any of your policies or procedures.
20. You represent that you have adopted and implemented procedures to safeguard
customer information and records that are reasonably designed to: (i)
insure the security and confidentiality of your customer records and
information; (ii) protect against any anticipated threats or hazards to the
security or integrity of customer records and information; (iii) protect
against unauthorized access to or use of your customer records or
information that could result in substantial harm or inconvenience to any
customer; (iv) protect against unauthorized disclosure of non-public
personal information to unaffiliated third parties; and (v) otherwise
ensure your compliance with the Securities and Exchange Commission's
Regulation S-P. You agree to indemnify us against any and all claims,
liability, expense or loss in any way arising out of your failure to adopt
and implement these and such other privacy or confidentiality procedures
that may in the future be required by law or regulation.
21. You represent and acknowledge that you have read and understand the
"Exchange Conditions" section, as disclosed in each Fund's Prospectus. You
further represent and acknowledge your
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understanding that the "Exchange Conditions" are designed to deter and
prevent excessive short-term trading and market-timing, and that these
conditions will be strictly enforced.
22. All expenses incurred in connection with your activities under this
Agreement shall be borne by you.
23. This Agreement shall not be assignable by you. This Agreement shall be
constructed in accordance with the laws of the State of Texas without
regard to its conflict of laws provisions.
24. 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.
25. 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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