EXHIBIT e(3)
[A I M LOGO] SELECTED DEALER AGREEMENT
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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