AIM SUMMIT INVESTORS PLANS II, S-6, 1999-04-30

AIM SUMMIT INVESTORS PLANS II
S-6, 1999-04-30

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<PAGE> 1

As filed with the Securities and Exchange Commission on April 30, 1999

1933 Act Registration No.___________
1940 Act Registration No.___________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

A. Exact name of trust: AIM SUMMIT INVESTORS PLANS II

B. Name of depositor: A I M DISTRIBUTORS, INC.

C. Complete address of depositor's principal executive offices:

11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173

D. Name and address of agent for service:

Michael J. Cemo, President
A I M Distributors, Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173

with a copy to:

Stephen I. Winer, Esquire
A I M Distributors, Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173

Martha J. Hays, Esquire
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599

It is proposed that this filing will become effective (check
appropriate box):

immediately upon filing pursuant to paragraph (b)
-----
on (date) pursuant to paragraph (b)
-----
60 days after filing pursuant
----- to paragraph (a)(1)

X on July 1, 1999 pursuant to paragraph (a)(1) of rule
----- 485

this post-effective amendment designates a
----- new effective date for a previously filed
post-effective amendment.

(Continued on Next Page)

<PAGE> 2

E. Title and amount of securities being registered:

AIM Summit Investors Plans II, an indefinite amount of
periodic payment plans being registered.

F. Approximate date of proposed public offering:
July 1, 1999

<PAGE> 3

AIM SUMMIT INVESTORS PLANS II

------------------------------------------------------------------------

PROSPECTUS
JULY 1, 1999

AIM Summit Investors Plans II provides for the accumulation of
Class II Shares of AIM Summit Fund, Inc.

Class II Shares of AIM Summit Fund, Inc. are offered to and may be
purchased by the general public only through AIM Summit Investors
Plans II. Details of AIM Summit Fund, Inc. are found in the AIM
Summit Fund, Inc. Prospectus located at the back of this
Prospectus. You should read both this Prospectus and the Prospectus
of AIM Summit Fund, Inc. and keep these Prospectuses for future
reference.

AS WITH ALL OTHER INVESTMENT COMPANY SECURITIES, THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED WHETHER THE INFORMATION IN THIS PROSPECTUS
IS ADEQUATE OR ACCURATE. ANYONE WHO TELLS YOU OTHERWISE IS
COMMITTING A CRIME.

[AIM LOGO APPEARS HERE] INVEST WITH DISCIPLINE
--Registered Trademark--
<PAGE> 4

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Introduction................................................ 1
Allocation of Investments and Deductions.................... 2
Total 25 Year Allocations of Investments and Deductions When
Extended Investment Option is Used........................ 3
A Typical $50 Monthly Investment Plan....................... 4
Annual Fund Operating Expenses.............................. 4
How To Start a Plan......................................... 5
Rights and Privileges of Planholders........................ 5
Reinvestment of Income Dividends and Capital Gains
Distributions......................................... 5
Rights of Accumulation................................. 5
Federal Income Tax Withholding......................... 6
Voting Rights.......................................... 6
Statements, Reports and Notices........................ 6
Retirement Plans....................................... 6
Automatic Investment Program........................... 6
Transfer or Assignment................................. 6
Making Preinvestments to Complete the Plan Ahead of
Schedule.............................................. 7
Changing the Face Amount of a Plan..................... 7
Extended Investment Option............................. 7
Systematic Withdrawal Program.......................... 7
Cancellation and Refund Rights......................... 8
Partial Withdrawal or Partial Liquidation Without
Termination........................................... 8
Complete Withdrawal or Termination..................... 9
Plan Reinstatement Privilege........................... 10
Continuation of Custodianship.......................... 10
Custodian and Sponsor Charges............................... 10
Creation and Sales Charges............................. 10
Service Charges and Other Fees......................... 10
Taxes....................................................... 11
Substitution of Shares...................................... 11
Termination of a Plan....................................... 12
The Custodian............................................... 12
The Sponsor................................................. 13
General..................................................... 15
AIM Summit Fund, Inc. Class II Shares Prospectus............ A-1
</TABLE>

------------------------

NO SALESMAN, DEALER OR OTHER PERSON IS AUTHORIZED BY THE SPONSOR OR AIM
SUMMIT FUND, INC. TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS OR IN THE PROSPECTUS OF THE CLASS II SHARES
OF AIM SUMMIT FUND, INC. OR IN ANY OTHER PRINTED OR WRITTEN MATERIAL AUTHORIZED
BY THE SPONSOR OR AIM SUMMIT FUND, INC., AND NO PERSON SHOULD RELY UPON ANY
INFORMATION NOT CONTAINED IN THESE MATERIALS.

i
<PAGE> 5

INTRODUCTION

Many people recognize the desirability of accumulating an investment
portfolio through a planned long-range investment program, but find it difficult
to save the necessary money to make periodic stock purchases. AIM Summit
Investors Plans II (Plans) is designed to provide you an effective and
convenient method to create an investment fund for your future capital or income
needs by systematically investing a modest sum each month in shares of a mutual
fund.

Plans for the accumulation of Class II shares of AIM Summit Fund, Inc.
(Fund) are offered by A I M Distributors, Inc., the sponsor and principal
underwriter(AIM Distributors or Sponsor). A Plan calls for fixed monthly
investments for 15 years (180 investments). You have the option to make
additional monthly investments for up to a total of 25 years (300 investments).

Investments under a Plan are applied, after authorized deductions, to the
purchase of Class II Shares of the Fund (Class II Shares) at net asset value.
These shares should be considered a long-term investment and are not suitable if
you are seeking quick profits or if you might not be able to complete a Plan. A
front-end sales load (Creation and Sales Charge) is deducted from the first 12
investments. Because of the Creation and Sales Charge, withdrawal of an
investment or termination of a Plan during the early years of a Plan will
probably result in a loss to the investor.

Investments made through a Plan will not result in direct ownership of
Class II Shares. Your Plan represents an interest in a trust which has direct
ownership of the Class II Shares. You have a beneficial interest in the
underlying shares of the Fund.

YOU HAVE THE RIGHT TO A 45 DAY REFUND OF YOUR INVESTMENT, AS WELL AS
CERTAIN OTHER LIMITED REFUND RIGHTS FOR CERTAIN PERIODS OF TIME AND UNDER THE
CONDITIONS DESCRIBED IN MORE DETAIL UNDER THE HEADING "CANCELLATION AND REFUND
RIGHTS" ON PAGE 8.

The value of the Class II Shares will change when the values of the
securities in the Fund's portfolio change. A Plan calls for monthly investments
at regular intervals regardless of the value of the Class II Shares. You should
therefore consider your financial ability to continue a Plan. A Plan offers no
assurance against loss in a declining market. Terminating a Plan at a time when
the value of the Class II Shares then held is less than their cost will result
in a loss. Prepayment of all or part of the first year's investments in a Plan
increases the possible loss in the event of early termination. CLASS II SHARES
ARE OFFERED TO THE GENERAL PUBLIC ONLY THROUGH AIM SUMMIT INVESTORS PLANS II.

As described in the attached Prospectus of the Fund, the Fund is an
open-end, diversified investment company whose objective is capital growth.
Although the Fund may purchase income-producing securities, income will
generally not be a consideration in the selection of securities for the Fund's
portfolio. Ownership of Class II Shares through a Plan provides you with several
advantages:

(1) Diversification -- By pooling the money invested by many
investors, the Fund will be able to reduce (but not eliminate) risk by
diversifying its holdings among many securities in order to minimize the
portfolio impact of any single investment.

(2) Economics of Size -- Purchases and sales of securities often
entail disproportionately large unit costs on small transactions. The size
and volume of the Fund's portfolio transactions should enable it to effect
such transactions at better net unit prices than an individual could
achieve.

(3) Professional Management -- Investors may benefit from the
full-time skill and attention of professional managers.

The Plans contain a Creation and Sales Charge of up to 50% of the first 12
investments.

A Plan may be terminated by the Custodian or Sponsor if you fail to make
investments under your Plan for a period of 6 months or if Class II Shares are
not available and a substitution is not made. See "Termination of a Plan" at
page 12.

1
<PAGE> 6

ALLOCATION OF INVESTMENTS AND DEDUCTIONS
15 YEAR PLANS

<TABLE>
<CAPTION>
% OF TOTAL DEDUCTIONS
CREATION AND SALES CHARGES ------------------------
------------------------------------- TO NET
MONTHLY PER PER INVESTMENT MONTHLY
INVESTMENT TOTAL INVESTMENT INVESTMENT TO TOTAL IN FUND INVESTMENT
UNIT INVESTMENTS 1 THRU 12 13 THRU 180 TOTAL(A) INVESTMENTS SHARES UNIT
---------- ------------- ---------- ----------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 9,000.00 $ 25.00 $0 $ 300.00 3.33% 3.45% $ 50.00
75.00 13,500.00 37.50 0 450.00 3.33% 3.45% 75.00
100.00 18,000.00 50.00 0 600.00 3.33% 3.45% 100.00
125.00 22,500.00 62.50 0 750.00 3.33% 3.45% 125.00
150.00 27,000.00 75.00 0 900.00 3.33% 3.45% 150.00
166.66 29,998.80 83.33 0 999.96 3.33% 3.45% 166.66
200.00 36,000.00 100.00 0 1,200.00 3.33% 3.45% 200.00
250.00 45,000.00 125.00 0 1,500.00 3.33% 3.45% 250.00
300.00 54,000.00 150.00 0 1,800.00 3.33% 3.45% 300.00
350.00 63,000.00 175.00 0 2,100.00 3.33% 3.45% 350.00
400.00 72,000.00 200.00 0 2,400.00 3.33% 3.45% 400.00
450.00 81,000.00 225.00 0 2,700.00 3.33% 3.45% 450.00
500.00 90,000.00 250.00 0 3,000.00 3.33% 3.45% 500.00
600.00 108,000.00 300.00 0 3,600.00 3.33% 3.45% 600.00
700.00 126,000.00 350.00 0 4,200.00 3.33% 3.45% 700.00
800.00 144,000.00 400.00 0 4,800.00 3.33% 3.45% 800.00
900.00 162,000.00 450.00 0 5,400.00 3.33% 3.45% 900.00
1,000.00 180,000.00 500.00 0 6,000.00 3.33% 3.45% 1,000.00
1,250.00 225,000.00 625.00 0 7,500.00 3.33% 3.45% 1,250.00
1,500.00 270,000.00 675.00 0 8,100.00 3.00% 3.09% 1,500.00
1,750.00 315,000.00 700.00 0 8,400.00 2.67% 2.74% 1,750.00
2,000.00 360,000.00 750.00 0 9,000.00 2.50% 2.56% 2,000.00
2,500.00 450,000.00 812.50 0 9,750.00 2.17% 2.21% 2,500.00
5,000.00 900,000.00 1,250.00 0 15,000.00 1.67% 1.69% 5,000.00
10,000.00 1,800,000.00 1,500.00 0 18,000.00 1.00% 1.01% 10,000.00
</TABLE>

NOTES:

(A) Does not include an annual distribution and service fee paid
by the Fund of up to 0.30% based on the Fund's average daily
net assets. See "Distribution Plan" in the Fund's
Prospectus.

2
<PAGE> 7

TOTAL 25 YEAR ALLOCATIONS OF INVESTMENTS AND DEDUCTIONS WHEN
EXTENDED INVESTMENT OPTION IS USED

(Please see page 7 for a description of the Extended Investment Option.)

<TABLE>
<CAPTION>
% OF TOTAL DEDUCTIONS
---------------------------
MONTHLY TOTAL TO TO NET MONTHLY
INVESTMENT TOTAL PER INVESTMENT PER INVESTMENT SALES TOTAL INVESTMENT IN INVESTMENT
UNIT INVESTMENTS 1 THRU 12 13 THRU 300 CHARGE(A) INVESTMENTS FUND SHARES UNIT
- ---------- ------------- -------------- -------------- --------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 15,000.00 25.00 $0 300.00 2.00% 2.04% $ 50.00
75.00 22,500.00 37.50 0 450.00 2.00% 2.04% 75.00
100.00 30,000.00 50.00 0 600.00 2.00% 2.04% 100.00
125.00 37,500.00 62.50 0 750.00 2.00% 2.04% 125.00
150.00 45,000.00 75.00 0 900.00 2.00% 2.04% 150.00
166.66 49,998.00 83.33 0 999.96 2.00% 2.04% 166.66
200.00 60,000.00 100.00 0 1,200.00 2.00% 2.04% 200.00
250.00 75,000.00 125.00 0 1,500.00 2.00% 2.04% 250.00
300.00 90,000.00 150.00 0 1,800.00 2.00% 2.04% 300.00
350.00 105,000.00 175.00 0 2,100.00 2.00% 2.04% 350.00
400.00 120,000.00 200.00 0 2,400.00 2.00% 2.04% 400.00
450.00 135,000.00 225.00 0 2,700.00 2.00% 2.04% 450.00
500.00 150,000.00 250.00 0 3,000.00 2.00% 2.04% 500.00
600.00 180,000.00 300.00 0 3,600.00 2.00% 2.04% 600.00
700.00 210,000.00 350.00 0 4,200.00 2.00% 2.04% 700.00
800.00 240,000.00 400.00 0 4,800.00 2.00% 2.04% 800.00
900.00 270,000.00 450.00 0 5,400.00 2.00% 2.04% 900.00
1,000.00 300,000.00 500.00 0 6,000.00 2.00% 2.04% 1,000.00
1,250.00 375,000.00 625.00 0 7,500.00 2.00% 2.04% 1,250.00
1,500.00 450,000.00 675.00 0 8,100.00 1.80% 1.83% 1,500.00
1,750.00 525,000.00 700.00 0 8,400.00 1.60% 1.63% 1,750.00
2,000.00 600,000.00 750.00 0 9,000.00 1.50% 1.52% 2,000.00
2,500.00 750,000.00 812.50 0 9,750.00 1.30% 1.32% 2,500.00
5,000.00 1,500,000.00 1,250.00 0 15,000.00 1.00% 1.01% 5,000.00
10,000.00 3,000,000.00 1,500.00 0 18,000.00 0.60% 0.60% 10,000.00
</TABLE>

NOTES:

(A) Does not include an annual distribution and service fee paid
by the Fund of up to 0.30% based on the Fund's average daily
net assets. See "Distribution Plan" in the Fund's
Prospectus.

3
<PAGE> 8

A TYPICAL $50 MONTHLY INVESTMENT PLAN

(ASSUMING THAT ALL INVESTMENTS ARE MADE IN ACCORDANCE WITH THE TERMS OF THE
PLAN)
<TABLE>
<CAPTION>
AT THE END OF AT THE END OF
6 MONTHS 1 YEAR
(6 INVESTMENTS) (12 INVESTMENTS)
---------------------------- ----------------------------
% OF TOTAL % OF TOTAL % OF TOTAL
AMOUNT INVESTMENTS AMOUNT INVESTMENTS AMOUNT INVESTMENTS
<S> <C> <C> <C> <C> <C> <C>
15 YEARS (180 INVESTMENTS)
Total Investments................. $ 9,000.00 100.00% $ 300.00 100.00% $ 600.00 100.00%
Deduct:
Creation and Sales Charge..... 300.00 3.33 150.00 50.00 300.00 50.00
Net Amount Invested Under Plan.... 8,700.00 96.67 150.00 50.00 300.00 50.00

25 YEARS (300 INVESTMENTS)
Total Investments (A)............. $15,000.00 100.00% $ 300.00 100.00% $ 600.00 100.00%
Deduct:
Creation and Sales Charges.... 300.00 2.00 150.00 50.00 300.00 50.00
Net Amount Invested Under Plan.... 14,700.00 98.00 150.00 50.00 300.00 50.00

<CAPTION>
AT THE END OF
2 YEARS
(24 INVESTMENTS)
------------------------
% OF TOTAL
AMOUNT INVESTMENTS
<S> <C> <C>
15 YEARS (180 INVESTMENTS)
Total Investments................. $1,200.00 100.00%
Deduct:
Creation and Sales Charge..... 300.00 25.00
Net Amount Invested Under Plan.... 900.00 75.00
25 YEARS (300 INVESTMENTS)
Total Investments (A)............. $1,200.00 100.00%
Deduct:
Creation and Sales Charges.... 300.00 25.00
Net Amount Invested Under Plan.... 900.00 75.00
</TABLE>

NOTES:

(A) The 25-year investment schedule reflects the charges applicable to a
15-year Plan which is continued under the Extended Investment Option.

Dividends and distributions received on Class II Shares during the periods
shown above have not been included or reflected in any way in the amounts shown
in the table. Amounts available for dividends and distributions take into
account expenses of the Fund.

ANNUAL FUND OPERATING EXPENSES

(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)(1)

<TABLE>
<S> <C>
Management Fees............................................. 0.64%
Distribution and/or Service (12b-1) Fees.................... 0.30
Other Expenses.............................................. 2.53
Total Annual Fund Operating Expenses........................ 3.47
Expense Reimbursements(2)................................... 1.97
Net Expenses................................................ 1.50%
</TABLE>

NOTES:

(1) The fees and expenses are based on estimated average net assets for Class
II Shares.

(2) The investment advisor has contractually agreed to reimburse a portion of
Class II Shares expenses.

4
<PAGE> 9

HOW TO START A PLAN

To start a Plan, you must complete an application and mail it to AIM
Distributors, together with a check. Your check should be in the amount of your
initial monthly investment unit and payable to State Street Bank and Trust
Company, Custodian. After your application has been accepted, a Plan will be
established for you and you will receive a statement showing the number of Class
II Shares purchased for your account. You will then send regular monthly
investments, made payable to the State Street Bank and Trust Company, directly
to the Custodian's administrative service agent, Boston Financial Data Services,
Inc. (BFDS), P.O. Box 8300, Boston, Massachusetts 02266-8300. Investments, will
be applied toward the purchase of Class II Shares at their net asset value.

RIGHTS AND PRIVILEGES OF PLANHOLDERS

All Plans are registered in your name at the time of issuance and
constitute an individual agreement among you, the Sponsor and the Custodian.
Although the Sponsor and Custodian may make amendments to the Custodian
Agreement which do not adversely affect you, no agent or other person can
otherwise change the terms of your Plan, or bind the Sponsor, BFDS, the
Custodian or the issuer of the Class II Shares by any statement, written or
oral, not contained in this Prospectus. Under the terms of the Plan, you enjoy
certain rights, privileges and options which are described as follows:

1. REINVESTMENT OF INCOME DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS

Unless otherwise directed by you, all income dividends and capital gains
distributions, in whatever form received and after applicable deductions, are
automatically used to purchase additional Class II Shares at net asset value. No
sales charge is made on any such reinvestment. You may instruct BFDS by written
notice, received at least seven days prior to the record date of an income
dividend or capital gains distribution, to remit the net amount of such dividend
or distribution to you. You may change these directions at any time. You must
reinvest dividends and distributions for qualified retirement plans, including
Individual Retirement Accounts (IRAs), unless you are age 59 1/2 or older.

You need to report your portion of dividends and distributions paid by the
Fund for income tax purposes, whether they are invested in additional Class II
Shares or paid in cash. (Qualified retirement plans, including IRAs, may be
entitled to defer taxes until some later date.)

2. RIGHTS OF ACCUMULATION

Any person may combine the face amounts of two or more Plans purchased at
any time of the value of any other AIM Funds or Plans then owned to take
advantage of the lower Creation and Sales Charges available on larger sized
investments. The term "any person" includes an individual, his or her spouse and
children under the age of 21, and a trustee or other fiduciary of a single trust
estate or a single fiduciary account (including a pension, profit-sharing or
other employee benefit trust created pursuant to a plan) even though more than
one beneficiary is involved. The term "any person" does not include a group of
individuals whose funds are combined, directly or indirectly, for the purchase
of redeemable securities of a registered investment company whether jointly or
through a trustee, agent, custodian or other representative for such a group of
individuals.

To qualify for the reduced Creation and Sales Charges, you must submit all
of the applications for the Plans involved at the same time and include a letter
from you (or your dealer) requesting that the face amounts of your Plans and the
value of any other AIM Funds then owned be aggregated for the purpose of
determining the applicable Creation and Sales Charges. If you discontinue
investments under one or more of your Plans, the remaining Creation and Sales
Charges will be changed to reflect the charges applicable to the Plans that
remain in effect.

When purchasing any new Plan(s), "any person" (as defined above) may
qualify for a reduced Creation and Sales Charge by combining the face amount of
any existing Plan(s) on which investments are current with the face amount of
the new purchase. When increasing the face amount of any existing Plan(s) on
which investments are current, "any person" (as defined above) may qualify for a
reduced Creation and Sales Charge applicable to the value of the changed Plan.
For rights of accumulation, a Plan is considered to be current if: (a) it has
been completed and not redeemed; (b) it has not been completed but has at least
as many investments recorded as there are months elapsed since establishment or
since being increased; or (c) it is a qualified retirement plan, including an
IRA. The reduced Creation and Sales Charges apply to payments made after the
Sponsor has been notified of the eligibility of such Plans for reduced Creation
and Sales Charges and has received the information necessary to confirm such
eligibility. In the case of existing IRA Plans at the $166.66 per month level,
the reduced Creation and Sales Charges will apply to payments made on both the
existing Plan and the new Plan.

5
<PAGE> 10

3. FEDERAL INCOME TAX WITHHOLDING

As an additional service, BFDS may withhold 28% of any income dividend or
capital gains distribution by the Fund and send that amount to the Internal
Revenue Service as a credit against your tax liability, if any. The amount
withheld may or may not be equal to the additional taxes you may owe due to the
dividend or distribution. The withholding service, however, is only available to
you if you reinvest your distributions in full. If you elect to authorize this
withholding, the number of Class II Shares purchased with the remainder of the
income dividend or capital gains distribution will be less than would have
otherwise been the case.

This service is available with respect to all Plans except qualified
retirement plans, including IRAs. You may initiate this option upon written
request to BFDS. Once initiated, the withholding remains in effect until you
notify BFDS in writing to terminate the withholding.

4. VOTING RIGHTS

You will receive a notice and related proxy statement for each meeting of
the Fund's shareholders. The Custodian will vote the shares held in your account
as you instruct on the voting instructions card which will accompany the notice
and proxy statement. If the voting instructions card is validly executed and
returned without specification of a choice, the shares will be voted in favor of
the proposals of the Fund's management. The Custodian will vote shares for which
no valid voting instructions have been received in the same proportion as it
votes shares for which it has received instructions. You may attend any such
meetings, and if you desire to vote in person the shares held in your account,
you may make a written request to the Custodian prior to the meeting for a proxy
which will permit the shares to be voted in person.

5. STATEMENTS, REPORTS AND NOTICES

BFDS will mail to you a statement for each investment stating the price per
Class II Shares purchased and the total number of Class II Shares held for your
account. A notice of the next investment due is also included. You will also
receive at least annually a current Fund prospectus and audited financial
statements of the Fund, including a complete list of all securities held in the
Fund's portfolio, and copies of all other reports sent by the Fund to its
shareholders. You will also be sent notices of all income dividends and capital
gains distributions made with respect to Class II Shares, together with tax
reporting information relating to such dividends and distributions. Any notices,
reports or documents required or authorized to be given or sent to you under
this Prospectus will be conclusively deemed to have been given or sent upon
mailing to your address of record, and the date of such mailing will be deemed
the date of the giving of such notice.

6. RETIREMENT PLANS

You may use a Plan to establish tax-deferred qualified retirement plans
such as IRAs, IRA-SEPs, Profit Sharing Plans and Money Purchase Plans. Detailed
information concerning such plans is available from the Sponsor. The information
sets forth the additional service fees charged for such retirement plans. The
annual maintenance fee charged by the Custodian for plans offered by the Sponsor
is found under the Service Charges and Other Fees on page 10. This fee will be
deducted from plan shares unless it is paid in advance. In addition, IRA
rollover or transfer contributions can be accepted into a Plan from qualified
individuals. However, a tax-deferred qualified retirement plan may not be
established by changing the registration of an existing plan.

7. AUTOMATIC INVESTMENT PROGRAM

If you wish to have investments in your Plan made automatically without
having to write a check each month, you may request that investments be made by
means of pre-authorized checks. Under this program, each month BFDS will draft
your bank account in the amount of the monthly payment. In addition, for U.S.
military personnel, you may choose to have investments in your Plan made
automatically through a government allotment. The proceeds of the draft or
government allotment (less applicable Creation and Sales Charges and other
applicable fees and charges) will be invested in your account.

To initiate a Pre-Authorized Check Investment Program, you should complete
the appropriate forms and forward them to BFDS. You may terminate a
Pre-Authorized Check Investment Program at any time by written notice to BFDS at
least five days prior to the date of the next scheduled draft.

8. TRANSFER OR ASSIGNMENT

To secure a loan, you may assign your right, title and interest in a Plan
to a bank or other lending institution. (Qualified retirement plans, including
IRAs, are required by federal tax law to be non-assignable.) The bank or other
lending institution, however, will not be entitled to exercise the right of
partial withdrawal or partial liquidation. During the term of the assignment,
you will be entitled to all dividends and distributions on Class II Shares. In
addition, you may:

6
<PAGE> 11

(a) transfer your right, title and interest to another person whose
only right shall be the privilege of complete withdrawal from the Plan; or

(b) transfer your right, title and interest to another person, trustee
or custodian acceptable to the Sponsor, who has made application to the
Sponsor for a similar Plan.

The Custodian will, at the request of the assignee, record an assignment
until such time as the assignee notifies BFDS that the assignment has been
released. No such assignment will be binding on the Custodian until it is
recorded. Until the Custodian and the Sponsor have permitted such assignment to
be recorded, they may treat you as the sole and absolute owner of the Plan and
the related Class II Shares.

9. MAKING PREINVESTMENTS TO COMPLETE THE PLAN AHEAD OF SCHEDULE

You may complete a Plan ahead of schedule by making investments in advance
of their due dates; but you may make no more than 24 investments in one calendar
year including any monthly investments. In addition to these advance
investments, you may make an additional 24 investments which may be made
initially or at any time during the life of the Plan. You may accrue and pay
investments in a lump sum. These preinvestments provisions may be waived only
(a) to make a Plan that is in arrears current, (b) for a transfer of assets from
a tax-sheltered retirement plan to a Fund tax-sheltered retirement plan, or (c)
if the Planholder dies, to allow the Plan to be completed at one time by the
estate or beneficiary. The Creation and Sales Charges are not reduced for
accelerated investments.

10. CHANGING THE FACE AMOUNT OF A PLAN

You may increase the amount of your Plan at any time. In addition, prior to
making the 12th investment under a Plan, you may decrease the amount of your
Plan by as much as 50% of the face amount. You should send requests for changes
in the face amount of your Plan and a completed Plan application for the new
face amount to AIM Distributors. The new Plan must be in one of the
denominations listed on page 2. An increase in a Plan amount does not create new
cancellation and refund rights that are created when a new Plan is issued. The
Creation and Sales Charges already paid on the existing Plan will be recomputed
and applied as a credit to the Creation and Sales Charges due on the new Plan at
the time that it is established. Any additional Creation and Sales Charges due
on the new Plan will be deducted on a pro rata basis from each of the first 12
payments made under the new Plan. For a period of 12 months following a face
change increase, you may decrease the increased Plan to a smaller plan size, but
not smaller than the original Plan prior to the increase. Investments already
made will be credited to the new Plan.

11. EXTENDED INVESTMENT OPTION

You may continue making monthly investments pursuant to the Extended
Investment Option after completing all scheduled investments under your Plan.
You may stop all future investments under this option by notifying BFDS in
writing, after which no additional investments will be permitted and the Plan
will be deemed completed. If you fail to make regularly scheduled investments,
under this option, for six consecutive months after being credited for any
advance investments made under the option, you forfeit the right to make
additional investments, and the Plan may be terminated by the Sponsor or the
Custodian. The Sponsor and Custodian will not require termination of an Extended
Investment Option until you make the 300th payment under your Plan even if such
payment is more than 25 years from the issuance date.

12. SYSTEMATIC WITHDRAWAL PROGRAM

When you complete all regularly scheduled investments, you may choose to
establish a Systematic Withdrawal Program. If you are holding Plans in IRAs,
Keogh plans, or other retirement plans you may choose to establish a Systematic
Withdrawal Program by notifying the Sponsor that you do not intend to make any
further Plan payments. Under this program, you may choose to receive monthly or
quarterly checks in any amount of $50 or more. To provide funds for these
payments, the Custodian, as your agent, will on the first business day of each
month or quarter redeem shares held in your account at the net asset value of
the Fund in effect at the time of each such redemption. You may change the
amount of payments made to you under a Systematic Withdrawal Program or
discontinue a Systematic Withdrawal Program at any time.

While a Systematic Withdrawal Program is in effect, you may not elect to
receive dividends and distributions in cash on Class II Shares held in your
account. You may not simultaneously maintain an uncompleted Plan and a
Systematic Withdrawal Program.

The IRS considers payments you receive under a Systematic Withdrawal
Program as a taxable transaction. Since such payments are funded by the
redemption of shares of the Fund, they will be treated for tax purposes as a
sale or exchange of a capital asset, resulting in the recognition of a capital
gain or loss, rather than as ordinary income.

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<PAGE> 12

13. CANCELLATION AND REFUND RIGHTS

You have certain rights of cancellation. Within 60 days after issuance of
the Plan, the Sponsor will send to you a notice regarding your cancellation
rights. If you elect to cancel your Plan, you must submit a written request to
BFDS so that it is received within 45 days after the mailing of that notice. You
will receive a cash refund equal to the sum of (1) the total current net asset
value of the Class II Shares credited to your Plan account on the date that the
cancellation request is received by BFDS and (2) an amount equal to the
difference between the total investments made under the Plan and the net amount
invested in Class II Shares.

In addition, you may submit a written request to BFDS at any time within an
18-month period beginning on the date of the issuance of the Plan and receive
from the Sponsor a cash payment equal to the sum of (1) the total current net
asset value of the Class II Shares credited to the account on the date of
redemption and (2) the amount by which the Creation and Sales Charges deducted
from the Planholder's total investments exceed 15% of the investments made up to
the date of redemption. Service charges and other fees are not refundable.

In order to receive the above refunds, your request should be sent in
writing, with the signature guaranteed, as required by the Custodian, to Boston
Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300.

The Sponsor will send you a written notice of the 18-month right of
cancellation if either of the following occurs: (a) if during the first 15
months after the date of issuance of the Plan, you have missed three investments
or more; or (b) if following the first 15 months after the date of issuance of
the Plan (but prior to 18 months after such date), you have missed one
investment or more. If the Sponsor has previously sent a notice in connection
with event (a) above, a second notice will not be sent even if additional
investments are missed. These notices will inform you of your Plan cancellation
rights as set forth above, and also will include the value of the account and
the amount you would be entitled to receive upon cancellation, as of the date of
the notice.

14. PARTIAL WITHDRAWAL OR PARTIAL LIQUIDATION WITHOUT TERMINATION

If you wish to withdraw part of your investment in your Plan without
terminating your Plan, you may do so either by written instruction to the
Custodian, or by calling BFDS at (617) 483-5000, subject to the restrictions
specified below.

If you wish to receive cash instead of Class II Shares, you may direct the
Custodian, acting as your agent, to withdraw and then redeem (liquidate) part of
your shares and remit the net proceeds to you, again subject to the restrictions
specified below. When a partial liquidation has been effected through the
redemption of Class II Shares by the Custodian, you may, but are not required
to, restore the value of your Plan by remitting to BFDS an amount equal to the
cash withdrawal, which amount will be used to purchase Class II Shares for your
account at the next determined net asset value of the Class II Shares. This
restoration cannot be made earlier than 90 days (45 days for Individual
Retirement Accounts) following a partial liquidation. All reinvestments must be
at least $500 or the unrestored amount of the cash withdrawal, whichever is
less. There may be federal income tax consequences upon a partial liquidation of
Class II Shares. Restoration of a partial liquidation of IRA shares must be made
within 60 days in order to avoid tax consequences, including early withdrawal
penalties. See "Taxes." You may, however, make a partial withdrawal and
reinvestment in a manner which complies with the Internal Revenue Code rules
relating to IRA rollovers.

The partial liquidation and restoration privilege is intended to enable you
to use funds invested in a Plan. The Sponsor may limit you to exercising the
partial liquidation and restoration privilege once during a calendar year,
although the Sponsor currently does not enforce this limit. The Sponsor may also
impose such additional restrictions as, in its judgment, are necessary to
conform to the requirements of Section 2830 of the National Association of
Securities Dealers' Conduct Rules.

A partial withdrawal or liquidation will only be allowed if you have owned
your Plan for at least 45 days. The number of Class II Shares involved cannot
exceed 90% of the shares in your account and the amount involved must be at
least $100. You will be liable for any transfer taxes that may be required.
Restorations of amounts you withdraw as a partial liquidation should be clearly
identified as such, in order to distinguish them from additional payments. A
partial withdrawal or liquidation will not affect the total number of Plan
investments, the period in which such investments are to be made, or the unpaid
balance of Plan investments under your Plan.

You may also request partial withdrawals or partial liquidations by
telephone by calling BFDS at (617) 483-5000. If you do not wish to allow
withdrawals by telephone by any person in your account, you should decline that
option on the account application. You may use the telephone withdrawal or
liquidation feature only if: (a) the proceeds are made payable to the planholder
of record and mailed to the address of record; (b) there has been no change of
address of record on the account within the preceding 30 days; (c) you can
provide proper identification information; and (d) the proceeds of the
withdrawal do not exceed $50,000. The Cancellation and Refund Rights set forth
on page 8 or Complete Withdrawal or Termination on page 9 of this Prospectus may
not be exercised by telephone.

8
<PAGE> 13

Shares held in retirement plans (such as IRA) are not eligible for the
telephone withdrawal option. AIM Distributors has made arrangements with certain
dealers to accept telephone instructions for the withdrawal of shares. AIM
Distributors may impose conditions on these dealers, including the condition
that they enter into agreements (which contain additional conditions with
respect to the withdrawal of shares) with AIM Distributors. The Fund, AIM
Distributors, the Custodian, and BFDS will not be liable for any loss, expense
or cost arising out of any telephone withdrawal request effected in accordance
with the authorization set forth at that item of the account application if they
reasonably believe such request to be genuine, but may in certain cases be
liable for losses due to unauthorized or fraudulent transactions if they do not
follow reasonable procedures for verification of telephone transactions. Such
reasonable procedures may include recording of telephone transactions, requests
for confirmation of the Planholder's Social Security Number and current address,
and mailings of confirmations promptly after the transaction.

Shares withdrawn by telephone are redeemed at their net asset value next
determined after a request for withdrawal in proper form is received by BFDS.
Orders for the withdrawal of shares received in proper form prior to the New
York Stock Exchange (NYSE) close on any business day of the Fund will be
confirmed at the price determined as of the close of that day. Any loss
resulting from the dealer's failure to submit a request for withdrawal within
the prescribed time frame will be the responsibility of that dealer. Telephone
withdrawal requests must be made by NYSE close on any business day of the Fund
and will be confirmed at the price determined as of the close of that day. No
telephone withdrawal request will be accepted which specifies a particular date
for withdrawal or which specifies any special conditions.

See "Complete Withdrawal or Termination" below for information concerning
the method of providing written instructions to the Custodian to effect a
partial withdrawal or liquidation and the circumstances under which the
redemption of shares may be delayed.

15. COMPLETE WITHDRAWAL OR TERMINATION

You may terminate your Plan at any time upon written request to BFDS. In
terminating your Plan you may request the Custodian to deliver to you shares in
book entry form or certificate form the Class II Shares you have accumulated
(properly registered in your name) or you may direct the Custodian, as your
agent, to withdraw your shares, redeem (liquidate) them and send you the
proceeds. If you direct the delivery of your Class II Shares, sufficient shares
will be redeemed to pay authorized deductions and transfer taxes, with any net
balance to be paid in cash. The redemption of Class II Shares is a taxable
event. See "Taxes."

Instructions in writing for full liquidation of Class II Shares held in a
Plan must be in the form of a letter signed by you with your signature
guaranteed, as required by the Custodian. A signature guarantee is designed to
protect you, the Plan, the Sponsor and the Custodian. Acceptable guarantors are
banks, broker-dealers, savings and loan associations, credit unions, national
securities exchanges and any other "eligible guarantor institution" as defined
in rules adopted by the Securities and Exchange Commission (SEC). A notary
public is not an acceptable guarantor. The Sponsor currently does not require
signature guarantees for liquidation requests of $50,000 or less unless the
proceeds are to be paid to a person other than the record owner or are to be
sent to an address other than the one of record. Upon notice to you, this policy
may be changed. Currently, in addition to these requirements, if you have
invested in the Plan to establish an IRA, you should include the following
information along with your written request for either partial or full
liquidation of Class II Shares: (a) a statement as to whether or not you have
attained age 59 1/2; (b) a statement as to whether or not you are legally
disabled; (c) a statement as to whether or not you elect to have federal income
tax withheld from the proceeds of the liquidation; and (d) your Social Security
number along with the following statement: "I certify under penalties of perjury
that the Social Security number provided is correct and that I am not subject to
backup withholding either because I am exempt from backup withholding, I have
not been notified by the Internal Revenue Service that I am subject to backup
withholding, or the Internal Revenue Service has notified me that I am no longer
subject to backup withholding." If you have been notified by the Internal
Revenue Service that you are currently subject to backup withholding, then you
should modify the preceding statement accordingly. Even if you elect not to have
federal income tax withheld, you are liable for federal income tax on the
taxable portion of the liquidation. You may also be subject to tax penalties
under the estimated tax payment rules if your payments of estimated tax and
withholding, if any, are not adequate. All documents must be in proper order
before any liquidation can be executed. You should send liquidation requests to
BFDS. The redemption price will be the net asset value of Class II Shares next
determined after AIM Distributors or BFDS receives such documents in proper
order.

Except as set forth below, you will be sent the proceeds of a partial or
complete liquidation within seven days after BFDS receives all necessary
documents in proper order. However, BFDS will not mail redemption proceeds to
you until checks received for any shares purchased by you have cleared. The
payment period may be extended if the Custodian's right to redeem shares of the
Fund has been suspended or restricted because: (a) trading on the NYSE is
restricted, as determined by the applicable rules and regulations of the SEC;
(b) the NYSE is closed for other than customary weekend and holiday closings;
(c) the SEC has by order permitted such suspension; or (d) an emergency as
determined by the SEC exists making disposition of portfolio securities or the
valuation of the net assets of the Fund not reasonably practicable.

9
<PAGE> 14

16. PLAN REINSTATEMENT PRIVILEGE

You may, within 90 days after you have completely terminated your Plan as
described in paragraph 15 above, by written request to BFDS, reinstate your Plan
without any sales charge, subject to certain restrictions:

A. By including with the request an amount which is 10% or more of the
redemption proceeds, if no refunded sales charges were provided in the
termination.

B. By including with the request the full amount of all refunded sales
charges, plus an amount equal to 10% or more of the shares redeemed, if the
termination was done under the privileges described in paragraph 13, page
8.

You may not reinstate a terminated plan if you have ever exercised the
privilege previously. If you exercise the Plan Reinstatement Privilege, neither
the total number of monthly investments to be made nor the unpaid balance of
monthly Plan investments under the Plan will be affected.

The complete termination of your Plan will normally result in the
realization of gain or loss for federal income tax purposes. Any gain will be
recognized and subject to the applicable capital gains tax; however, if a loss
were realized, reinstatement of your Plan could effect a "wash sale," in which
event the loss will not be recognized for tax purposes. The amount of the
non-recognized loss will however, be added to the cost of the reinstated Plan to
determine your basis for tax purposes.

In addition to the Plan Reinstatement Privilege described above, the
Sponsor may from time to time permit planholders who have previously terminated
their Plans to establish new Plans on the following terms:

1. The Planholder must open the new Plan with an investment equal to
or less than the amount of the redemption proceeds received upon
liquidation of the former Plan. No Creation and Sales Charges or Custodian
fees will be subtracted from the initial investment.

2. The number of the next payment due on the new Plan will be the
number of the next payment due on the former Plan at the time it was
terminated.

3. Creation and Sales Charges on the new Plan will be the Creation and
Sales Charges that would currently be applicable to the former Plan.

The ability to establish such new Plans will not be generally available,
but will be available only during such limited time periods as may be specified
by the Sponsor from time to time.

17. CONTINUATION OF CUSTODIANSHIP

If, after you have completed your Plan investments, you do not elect a
complete or partial withdrawal of your investment in your Plan or termination of
your Plan, then the Custodian will retain custody of the Class II Shares
(provided there is no substitution of Class II Shares, as discussed below) and
will continue to perform all of its services until after the 300th payment under
your Plan has been made. You may, however, elect to continue the Custodianship
after the 300th payment under the Plan, subject to the right of the Sponsor or
Custodian to terminate the Plan.

CUSTODIAN AND SPONSOR CHARGES

CREATION AND SALES CHARGES

The Sponsor receives the Creation and Sales Charges as compensation for its
services and costs in creating the Plans and arranging for their administration,
for making the Class II Shares available to you at their net asset value and for
selling expenses and commissions with respect to the Plans. These charges are
deducted from each of the first 12 monthly investments. For example, on a $50
per month Plan, $25.00 is deducted from each of the first 12 investments. After
the 12th investment, Creation and Sales Charges no longer apply to subsequent
monthly investments.

SERVICE CHARGES AND OTHER FEES

Except as described below, there are currently no deductions to compensate
the Sponsor or the Custodian for its services against Planholders' accounts or
against Fund dividends and/or distributions received by the Custodian.

If a Plan is not current and no Plan investments have been made for a
12-month period, the Custodian will deduct for its services a fee of $12 per
year. A charge of $5.00 will be deducted for each monthly Plan investment
received by check or other

10
<PAGE> 15

order for the payment of money which is not honored by the bank on which it is
drawn. A charge of $2.50 will be made for terminating a Plan.

Plans established as IRAs are subject to an annual IRA custodial fee of
$10. This annual fee will be deducted from the Plan account unless a separate
check is received in payment of the IRA custodial fee.

The Fund and the Sponsor reserve the right to impose a processing fee of
$1.50 for each monthly Plan investment received by check (up to a maximum of $5
per event). No charge will be imposed on the initial investment to establish a
Plan. There is no processing fee on monthly Plan investments made through an
automatic investment option. The check processing fee is not currently in
effect.

A Planholder will be charged for reproduction of account history at the
rate of $5.00 for each year researched.

All other Custodian fees which would otherwise be charged to the Plan or
the Planholders, or deducted from Fund dividends and/or distributions, may be
paid by the Fund or the Sponsor. Although there is no current intention to do
so, the Fund reserves the right to cease paying such fees, and the Sponsor
reserves the right to cause deductions in the future against the Plans, the
Planholders, and Fund dividends and/or distributions to compensate the Custodian
for its services.

TAXES

Under the Internal Revenue Code of 1986, as amended (Code), you are deemed
for federal income tax purposes to be the owner of the underlying Class II
Shares accumulated in your account. Dividends and distributions on such shares
paid to you in cash or reinvested in additional Class II Shares are taxable to
you. See "Taxes" in the accompanying Fund prospectus for a discussion of the tax
treatment of such dividends and distributions. As soon as practicable after the
close of each calendar year, you will be advised of the amount and nature of the
ordinary income dividends and capital gains distributions received on your
behalf during such year.

The Creation and Sales Charges deducted from your investments in your Plan
are not deductible for tax purposes by you, but are included in your tax basis
for the Class II Shares in your account. Any Custodian fee and service charge
you may have paid (whether as a deduction from your investments in your Plan or
as a deduction from the distributions made on the Class II Shares in your
account) may be deductible for tax purposes by you dependent on whether you
itemize deductions, the total amount of your miscellaneous itemized deductions
and the level of your adjusted gross income. Further, some of your itemized
deductions (including any portion of miscellaneous itemized deductions which
exceeds the 2% floor, state and local income and property taxes, home mortgage
interest, and charitable contributions) will be reduced (but not by more than
80% thereof) by 3% of your adjusted gross income in excess of $126,600 ($63,300
if you are married and file separately; for tax years beginning in 1999 and as
annually adjusted for inflation). This amount is calculated differently for
married persons filing separate income tax returns.

Under provisions of the Code, the Custodian may be required to withhold
from dividends and liquidations 31% of all amounts otherwise payable to you if
you have not provided the Custodian with a correct certified social security
number or tax identification number or if you have been notified by the Internal
Revenue Service that you are subject to "backup withholding" because of
underreporting of reportable payments. The amounts withheld will be credited
against your federal income tax liability, and, if withholding results in an
overpayment of taxes, you may obtain a refund from the Internal Revenue Service.

Neither the Custodian, BFDS, nor the Sponsor bears any taxes arising from
the custody of the Class II Shares or the operations of the Custodianship under
the Plans. The Custodian, BFDS, and the Sponsor are authorized to incur any
expenses deemed necessary or appropriate in connection with any claim or
possible claim for taxes against the Custodianship or the accounts of
planholders. The Sponsor or the Custodian may, in its discretion, deduct charges
against your account on a pro rata basis (determined by reference to the total
number of Class II Shares affected) in order to pay or set up reserves for such
claims and related expenses.

SUBSTITUTION OF SHARES

The Sponsor may substitute shares of another investment medium as the
underlying investment if it deems such action to be in the best interests of the
Planholders. Such substituted investment will be generally comparable in
character and quality to the Class II Shares, and will be registered with the
SEC under the Securities Act of 1933, as amended. Before any substitution can be
made, the Sponsor must:

(a) Obtain an order from the SEC approving such substitution under the
provisions of Section 26(b) of the Investment Company Act of 1940, as
amended (the 1940 Act);

(b) Give written notice of the proposed substitution to the Custodian;

11
<PAGE> 16

(c) Give written notice of the proposed substitution to you, giving a
reasonable description of the substituted fund shares, with the advice
that, unless you respond within 30 days of the date of mailing of such
notice, you will be considered to have agreed to bear your pro rata share
of expenses and taxes in connection with the substitution. The pro rata
share of expenses and taxes are payable from any income dividends and any
capital gains distributions, but if such dividends and distributions are
insufficient, the pro rata share of expenses and taxes are collectable by
the Custodian from the proceeds of the sale of Class II Shares held for
your account; and

(d) Provide the Custodian with a signed certificate stating that such
notice has been given to you.

If no response is received within the 30-day notice period, the Custodian
will purchase shares of the substituted fund with subsequent investments
received from you and any dividends and distributions which may be reinvested
for your account. If shares of the substituted fund are also to be substituted
for the shares already held, the Sponsor must arrange for the Custodian to be
furnished, without payment of a sales charge of any kind, with shares of the
substituted fund having an aggregate value equal to the value of shares of the
Fund for which they are to be exchanged.

If Class II Shares are not available for purchase for a period of 90 days
or longer, and the Sponsor fails to substitute other shares, the Custodian may,
but is not required to, select another underlying investment. If the Custodian
selects a substitute investment, it shall first obtain an order from the SEC
approving such substitution as specified above and then shall notify you, and
if, within 30 days after mailing such notice, you give your written approval of
the substitution and agree to bear your pro rata share of actual expenses,
including any tax liability sustained by the Custodian, the Custodian may
thereafter purchase such substituted shares. Your failure to give such written
approval within the 30-day period shall give the Custodian authority to
terminate your Plan.

If Class II Shares are not available for purchase for a period of 90 days
or longer, and neither the Sponsor nor the Custodian substitutes other shares,
the Custodian has the authority, without further action on its part, to
terminate the Plans.

TERMINATION OF A PLAN

A Plan will normally remain in existence until you have made 300 investment
units into your Plan. Neither the Sponsor nor the Custodian can terminate a Plan
unless you have failed to make investments under your Plan for a period of 6
consecutive months from the scheduled due date of the last investment made
(including any investments made in advance of their scheduled due dates). For
example, you have made all investments due under your Plan through June 30th of
a given year (regardless of when such investments were made) and you make no
further investments, your Plan may not be terminated before December 31st of
that same year. Any scheduled investment made prior to the termination of a Plan
extends the due dates of all future investments for a period equal to the period
during which no investments were made. Accordingly, you need only make one
investment during each 6-month period to prevent your Plan from being
terminated.

A Plan may also be terminated prior to the accumulation of 300 investment
units if shares of the Fund are not available and a substitution is not made.
After 300 investment units have been made, or on the happening of any of the
other events justifying termination, the Sponsor or the Custodian may terminate
a Plan 60 days after mailing to you a written notice of the termination.

On termination, the Custodian, acting as your agent, must withdraw the
shares from the Custodianship and, as your agent, may surrender for liquidation
all of the Class II Shares credited to your account, or sufficient Class II
Shares to pay all authorized deductions. Any adjustment in Creation and Sales
Charges or other charges occasioned by virtue of your termination through the
exercise of one of the refund privileges will be made at the same time. The
shares and/or cash, after payment of all authorized deductions, will be held by
the Custodian as your agent for delivery to you upon your instruction. No
interest will be paid on any cash balances held. If the Custodian does not
receive a response within 60 days after mailing the notice of termination to
you, the Custodian, in its discretion, may mail the shares, and its check
payable to you, to your last known address of record, and you will be deemed to
have no further rights under your Plan. In all events, terminated Plans will not
be resold. Undeliverable shares and funds will be held by the Custodian in trust
for your account, subject to the abandoned property laws of The Commonwealth of
Massachusetts.

THE CUSTODIAN

State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02101, acts as Custodian for the Plans pursuant to a custodian
agreement, (Custodian Agreement) with respect to Plans issued on or after such
date. The Custodian is a corporation organized under the laws of the
Commonwealth of Massachusetts. The Custodian's Internal Revenue Service Employer
Identification Number is 04-1867445.

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<PAGE> 17

The duties of the Custodian under the Custodian Agreement include the
receipt of all of your investments and income dividends and capital gain
distributions on Class II Shares, the processing of all authorized deductions
therefrom and the purchase and retention of Class II Shares for your accounts.
The Custodian also effects partial or complete liquidations of Plans in
connection with withdrawals or terminations and the various other functions
heretofore discussed.

The Custodian receives and holds in trust without interest all cash and
Class II Shares held by a Plan until completion and/or termination of the Plan.
BFDS keeps a complete record of your account and mails receipts for each of your
investments showing the number of shares held for your account, notices
(including distribution notices and tax statements), reports to shareholders,
prospectuses and proxy material. The Custodian causes periodic audits to be
taken of the records it maintains relating to the Plans, unless such audits are
arranged for by the Sponsor, and prepares and files tax returns and other
reports required by law. The Custodian assumes only those responsibilities
specifically imposed on it under its Custodian Agreement with the Sponsor. The
Custodian has no responsibility for the choice of the underlying investment, for
the investment policies and practices of the management of the Fund, for the
acts or omissions of the Sponsor, for compliance by the Sponsor with the laws of
the United States, any state or other jurisdiction relating to the sale,
registration or qualification of securities, or for the Sponsor's compliance
with any rules, regulations or orders of any regulatory agencies or commissions,
for the validity of written designations of beneficiaries executed by
planholders, or for signatures guaranteed by persons other than banks or members
of national securities exchanges.

The Custodian is authorized to commingle only those payments, dividends and
certificates of Class II Shares which are held for or received from the various
planholders of Plans which are subject to this Prospectus. While the Custodian
does not assert a lien in general terms on the property held by it, the
authorization conferred on the Custodian to make the various deductions
discussed above, and in certain cases to sell Class II Shares, may be considered
authorization to the Custodian to create such liens.

The Custodian Agreement cannot be amended in such a manner as to adversely
affect your material rights and privileges without your written consent.

An unlimited number of Plans may be issued under the Custodian Agreement.

Under certain circumstances as provided in the Custodian Agreement, the
Sponsor or the Custodian has the right to terminate the services of the
Custodian. However, no such termination or resignation may be made as to the
Plans then in force unless all Class II Shares have been liquidated and the
proceeds distributed to you, or unless a successor custodian has been designated
and has accepted the custodianship. Any successor custodian must be a bank or
trust company having at all times aggregate capital, surplus and undivided
profits in excess of $1,000,000. Notice of such a change will be sent to you,
but your consent is not required.

THE SPONSOR

A I M Distributors, Inc., (11 Greenway Plaza, Houston, Texas, 77046) the
Sponsor and principal underwriter of the Plans offered by this Prospectus, was
incorporated under the laws of the State of Delaware on November 18, 1976. It is
a wholly owned subsidiary of A I M Advisors, Inc. (AIM). AIM is a wholly owned
subsidiary of A I M Management Group Inc. (AIM Management), the parent
corporation of AIM. AIM Management is a holding company engaged in the financial
services business and is an indirect wholly owned subsidiary of AMVESCAP PLC, a
publicly-traded holding company that, through its subsidiaries, is engaged in
institutional investment management and retail mutual fund businesses in the
United States, Europe and the Pacific Region. AIM Distributors is a member of
the National Association of Securities Dealers, Inc. The Sponsor's directors and
principal officers, all of whom have the same business address as the Sponsor,
are listed below. AIM Distributors' Internal Revenue Service Employer
Identification Number is 74-1894784.

Charles T. Bauer is Chairman of the Board of Directors, A I M Management
Group Inc., A I M Advisors, Inc., A I M Capital Management, Inc., A I M
Distributors, Inc., A I M Fund Services, Inc. and Fund Management Company; and
Director and Vice Chairman, AMVESCAP PLC.

Michael J. Cemo is Director and President, A I M Distributors, Inc.;
Director and Senior Vice President, A I M Management Group Inc.; and Director,
A I M Fund Services, Inc.

Robert H. Graham is Director, President and Chief Executive Officer, A I M
Management Group Inc.; Director and President, A I M Advisors, Inc.; Director
and Senior Vice President, A I M Capital Management, Inc., A I M Distributors,
Inc., A I M Fund Services, Inc., and Fund Management Company; Director, AMVESCAP
PLC.

Gary T. Crum is Director and President, A I M Capital Management, Inc.;
Director and Senior Vice President, A I M Management Group Inc. and A I M
Advisors, Inc.; and Director, A I M Distributors, Inc. and AMVESCAP PLC.

W. Gary Littlepage is Director and Senior Vice President, A I M
Distributors, Inc., and Vice President, A I M Management Group Inc.

James L. Salners is Executive Vice President, A I M Distributors, Inc.

13
<PAGE> 18

John Caldwell is Senior Vice President, A I M Distributors, Inc., A I M
Management Group Inc.; Director and President, A I M Fund Services, Inc.

Marilyn M. Miller is Senior Vice President, A I M Distributors, Inc.

Gordon J. Sprague is Senior Vice President, A I M Distributors, Inc.

Michael C. Vessels is Senior Vice President, A I M Distributors, Inc.

Gene L. Needles is Senior Vice President, A I M Distributors, Inc.

Carol F. Relihan is Director, Senior Vice President, General Counsel and
Secretary, A I M Advisors, Inc.; Senior Vice President, General Counsel and
Secretary, A I M Management Group Inc.; Director, Vice President and General
Counsel, Fund Management Company; General Counsel and Vice President, A I M Fund
Services, Inc.; and Vice President, A I M Capital Management, Inc. and A I M
Distributors, Inc.

Dawn Hawley is Chief Financial Officer and Senior Vice President of A I M
Management Group Inc.; Director, Senior Vice President and Treasurer of A I M
Advisors, Inc.; Vice President and Treasurer of A I M Capital Management, Inc.,
A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management Company.

B. J. Thompson is First Vice President, A I M Distributors, Inc.

Mary A. Corcoran is Senior Vice President, A I M Fund Services, Inc. and
Vice President of A I M Distributors, Inc.

James R. Anderson is Vice President, A I M Distributors, Inc. and Fund
Management Company

Mary K. Coleman is Vice President, A I M Distributors, Inc.

Melville B. Cox is Vice President and Chief Compliance Officer A I M
Advisors, Inc., A I M Capital Management, Inc., A I M Distributors, Inc., A I M
Fund Services, Inc. and Fund Management Company.

Glenda A. Dayton is Vice President, A I M Distributors, Inc.

Sidney M. Dilgren is Vice President, A I M Distributors, Inc.; and Senior
Vice President, A I M Fund Services, Inc.

Tony D. Green is Vice President, A I M Distributors, Inc.; and Senior Vice
President, A I M Fund Services, Inc.

Charles H. McLaughlin is Vice President, A I M Distributors, Inc.

Ivy B. McLemore is Vice President, A I M Distributors, Inc.

Ofelia M. Mayo is General Counsel, Vice President and Assistant Secretary,
A I M Distributors, Inc.; Assistant General Counsel and Assistant Secretary,
A I M Capital Management, Inc., A I M Fund Services, Inc. and Fund Management
Company and Assistant General Counsel, Assistant Secretary and Vice President,
A I M Advisors, Inc.

Terri L. Randsell is Vice President, A I M Distributors, Inc.

Kamala C. Sachidanandan is Vice President, A I M Distributors, Inc.

Frank V. Serebrin is Vice President, A I M Distributors, Inc.

Christopher T. Simutis is Vice President, A I M Distributors, Inc.

Gary K. Wendler is Vice President, A I M Distributors, Inc.

Norman W. Woodson is Vice President, A I M Distributors, Inc.

Mr. Bauer and Mr. Graham are directors of, and Messrs. Bauer, Graham and
Ms. Relihan are officers of, some or all of the investment companies advised or
managed by AIM. Directors of the Sponsor do not receive any compensation for
their services. Officers and employees of the Sponsor receive no compensation
from the Sponsor, but are compensated by AIM Management. All officers and
employees of the Sponsor are currently covered by a fidelity bond in the amount
of $35,000,000. AIM, a wholly owned subsidiary of AIM Management, acts as
investment advisor of the Fund and receives a fee from the Fund for its
services.

The Sponsor is the principal underwriter of the Fund and of the following
other open-end investment companies advised or managed by AIM: AIM Advisor
Funds, Inc., AIM Equity Funds, Inc., AIM Funds Group, AIM Growth Series, AIM
International Funds, Inc., AIM Investment Funds, AIM Investment Securities
Funds, AIM Series Trust, AIM Special Opportunities Funds, AIM Tax-Exempt Funds,
Inc. and AIM Variable Insurance Funds, Inc. AIM serves as investment advisor to
each of such investment companies. For information concerning these investment
companies and AIM Management, AIM and A I M Capital Management, Inc., and the

14
<PAGE> 19

investment management and investment advisory fees received by AIM from the
Fund, see "Fund Management -- The Advisor and Subadvisor" in the attached
prospectus of the Fund.

GENERAL

The Plans are organized under and are governed by the laws of The
Commonwealth of Massachusetts. The Plans are considered to be a unit investment
trust under the 1940 Act and are so registered with the SEC. Such registration
does not imply supervision of management or investment practices or policies by
the SEC.

The Custodian Agreement provides that no adverse changes will be made in
the terms or conditions of Plans once they have been issued. Your consent to
changes in Plans that are not adverse or that apply only to Plans issued after
your Plan was issued is not required.

The Plans are distributed by authorized investment brokers and mutual fund
dealers who are members of the National Association of Securities Dealers, Inc.,
and who have executed dealer agreements with the Sponsor. Commissions of up to
93% of the total Creation and Sales Charges will be paid to such authorized
investment brokers and mutual fund dealers. These dealers and investment brokers
are independent contractors. Nothing herein or in other literature and
confirmations issued by the Sponsor or the Custodian, including the words
"representative" or "commission," shall constitute any dealer or investment
broker, a partner, employee or agent of the Sponsor or the Custodian. Neither
the Sponsor nor the Custodian shall be liable for any acts or obligations of any
such dealer or investment broker. Dealers who receive 90% or more of the
Creation and Sales Charges applicable to Plan payments may be deemed to be
underwriters under the Securities Act of 1933 and may, therefore, be subject to
certain liabilities imposed upon underwriters by such Act. In the event the
broker or dealer of record designated for a Plan is changed after the
establishment of the Plan, such change will appear on the Sponsor's records;
however, payment of commissions on your future investments may continue to be
made to the original broker or dealer of record notwithstanding such change.

AIM Summit Investors Plans II are presently offered in all states.

This Prospectus omits some of the information contained in the registration
statement filed with the SEC. You may obtain copies of the registration
statement, including items omitted herein, from the SEC by paying the charges
prescribed under its rules and regulations.

15
<PAGE> 20

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and
documents:

The facing sheet.

The Prospectus consisting of 16 pages.

Signatures.

Written consents of the following persons:

None

The following exhibits:

Exhibit Number Description
-------------- -----------
1.A(1) - Custodian Agreement, dated April 29, 1999 between
A I M Distributors, Inc. and State Street Bank and
Trust Company is filed electronically herewith.

A(2) - None.

A(3)(a) - None.

A(3)(b) - Form of Dealer Agreement between A I M Distributors,
Inc. and selected dealers is filed electronically
herewith.

A(3)(c) - AIM Summit Investors Plans II Commission Schedule is
filed electronically herewith.

A(4) - None.

A(5)(a) - None.

A(6)(a) - Certificate of Incorporation, as amended, of A I M
Distributors, Inc. is filed electronically herewith.

A(6)(b) - Amended and Restated By-Laws of A I M Distributors,
Inc. dated February 11, 1997 is filed electronically
herewith.

A(7) - None.

A(8)(a)(i) - Distribution Agreement between A I M Distributors,
Inc. and Registrant dated February 28, 1997 is filed
electronically herewith.

A(8)(a)(ii) - Amendment No. 1 to the Distribution Agreement between
A I M Distributors, Inc. and Registrant dated
February 28, 1997 is filed electronically herewith.

A(9)(a) - None.

<PAGE> 21

Exhibit Number Description
-------------- -----------

A(10)(a) - Form of AIM Summit Investors Plans II Application is
filed electronically herewith.

2. - Opinion and Consent of Ballard Spahr Andrews &
Ingersoll, LLP, is filed electronically herewith.

3.A - Omitted Financial Statements - None.

3.B - Consent - None.

4. - None.

5.(Exhibit 27) - Financial Data Schedule - None.

2
<PAGE> 22
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Sponsor
of the Registrant has duly caused this Registration Statement to be signed on
behalf of the Registrant by the undersigned thereunto duly authorized, and its
seal to be hereunto affixed and attested, all in the City of Houston and State
of Texas on the 30th day of April, 1999.

Registrant: AIM SUMMIT INVESTORS PLANS II

By: A I M DISTRIBUTORS, INC.

By: /s/ MICHAEL J. CEMO
-------------------------------------
Michael J. Cemo, President
ATTEST:

/s/ KATHLEEN J. PFLUEGER
- -------------------------------
Kathleen J. Pflueger, Secretary

Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ MICHAEL J. CEMO President and Director
- ------------------------------- (Principal Executive Officer) April 30, 1999
(Michael J. Cemo)

/s/ CHARLES T. BAUER Chairman and April 30, 1999
- ------------------------------- Director
(Charles T. Bauer)

/s/ GARY T. CRUM Director April 30, 1999
- -------------------------------
(Gary T. Crum)

/s/ ROBERT H. GRAHAM Director April 30, 1999
- -------------------------------
(Robert H. Graham)

/s/ W. GARY LITTLEPAGE Director April 30, 1999
- -------------------------------
(W. Gary Littlepage)

/s/ DANA R. SUTTON Vice President and Treasurer April 30, 1999
- ------------------------------- (Principal Financial and
(Dana R. Sutton) Accounting Officer)
<PAGE> 23

INDEX TO EXHIBITS

Exhibit Number Description
-------------- -----------
1.A(1) - Custodian Agreement, dated April 29, 1999, between
A I M Distributors, Inc. and State Street Bank and
Trust Company.

A(3)(b) - Form of Dealer Agreement between A I M Distributors,
Inc. and selected dealers.

A(3)(c) - AIM Summit Investors Plans II Commission Schedule.

A(6)(a) - Certificate of Incorporation, as amended, of A I M
Distributors, Inc.

A(6)(b) - Amended and Restated By-Laws of A I M Distributors,
Inc. dated February 11, 1997.

A(8)(a)(i) - Distribution Agreement between A I M Distributors,
Inc. and AIM Summit Fund, Inc. dated February 28,
1997.

A(8)(a)(ii) - Amendment No. 1 to the Distribution Agreement.

A(10)(a) - Form of AIM Summit Investors Plans II Application.

2. - Opinion and Consent of Ballard Spahr Andrews &
Ingersoll, LLP.

<PAGE> 1

EXHIBIT 1.A(1)

AIM SUMMIT INVESTORS PLANS II

CUSTODIAN AGREEMENT

between

A I M DISTRIBUTORS, INC.

and

STATE STREET BANK AND TRUST COMPANY

APRIL 29, 1999

<PAGE> 2

TABLE OF CONTENTS

AIM SUMMIT INVESTORS PLANS II
CUSTODIAN AGREEMENT

<TABLE>
<CAPTION>
Page No.

<S> <C> <C>
I. THE PLAN AND CUSTODIANSHIP
A. THE PLAN................................................................................... -1-
1. Nature of the Plan................................................................ -1-
2. Changes in the Plan............................................................... -2-
B. CUSTODIANSHIP.............................................................................. -2-
1. Appointment....................................................................... -2-
2. Qualification..................................................................... -2-
3. Custodianship..................................................................... -2-
4. Termination of Custodianship...................................................... -3-
a. By Sponsor (Existing Plans and/or New Plans)............................. -3-
b. By Custodian (Existing Plans and New Plans).............................. -3-
c. Records.................................................................. -4-

II. CUSTODIAN'S FUNCTIONS
A. PROCESSING OF PLANHOLDERS INVESTMENTS...................................................... -5-
1. Initial Payment................................................................... -5-
2. Systematic Payment................................................................ -5-
3. Pre-Authorized Check Payments Program............................................. -7-
4. Automated Clearinghouse ("ACH") Payment Program................................... -7-
5. Reinvestment of Dividends......................................................... -8-
6. Acceleration of Payment........................................................... -9-
7. Additional Investment............................................................. -10-
8. Change in Denomination............................................................ -11-
9. Rights of Accumulation............................................................ -12-
10. Plan Reinstatement Privilege...................................................... -13-
11. Individual Retirement Accounts.................................................... -14-
12. Federal Income Tax Withholding.................................................... -15-
B. PROCESSING OF REFUNDS, SURRENDERS, WITHDRAWALS,
LIQUIDATIONS, TRANSFERS, ASSIGNMENTS, TERMINATIONS AND
COMPLETIONS................................................................................ -15-
1. General........................................................................... -15-
2. Refund............................................................................ -16-
3. Eighteen-Month Surrender.......................................................... -16-
4. Partial Withdrawal and Liquidation................................................ -17-
5. Systematic Withdrawal............................................................. -20-
6. Transfer or Assignment............................................................ -21-
7. Termination of Plans.............................................................. -21-
a. Termination by Planholder................................................ -22-
</TABLE>

-i-
<PAGE> 3

<TABLE>

<S> <C> <C>
b. Termination by Sponsor or Custodian...................................... -23-
c. Termination Under Other Circumstances.................................... -24-
8. Completion........................................................................ -25-
C. PURCHASE, SALE, MAINTENANCE, VOTING AND SUBSTITUTION OF
FUND SHARES................................................................................ -27-
1. Purchase and Sales................................................................ -27-
2. Maintenance....................................................................... -27-
3. Bank Accounts..................................................................... -28-
4. Statements........................................................................ -29-
5. Voting of Fund Shares............................................................. -29-
6. Substitution...................................................................... -30-
a. By Sponsor............................................................... -30-
b. By Custodian............................................................. -30-
c. Notice................................................................... -30-
7. Furnishing of Information......................................................... -31-
D. DUTIES..................................................................................... -31-
1. Records........................................................................... -31-
2. Performance....................................................................... -31-
3. Administrative Services........................................................... -32-
4. Limitations....................................................................... -33-
5. Delegation........................................................................ -33-
E. FEES AND CHARGES........................................................................... -34-
1. Remuneration...................................................................... -34-
2. Payments to Sponsor............................................................... -34-

III. SPONSOR'S FUNCTIONS
A. ADMINISTRATION OF PLANS.................................................................... -35-
1. General........................................................................... -35-
2. Operations........................................................................ -35-
3. Compliance........................................................................ -35-
4. Creation, Sales Charges and 12b-1 payments........................................ -35-
5. Wrongful Retention Insurance...................................................... -36-
B. FURNISHING OF DOCUMENTS, FORMS AND INFORMATION............................................. -36-
1. Financial Statements.............................................................. -36-
2. Tax Returns....................................................................... -36-
3. Sponsor's Agreement............................................................... -36-
4. Plan Materials.................................................................... -37-
5. Distribution Reports.............................................................. -37-
C. SUBSTITUTION............................................................................... -37-
1. SEC............................................................................... -37-
2. Shares............................................................................ -37-
3. Custodian......................................................................... -38-
4. Planholders....................................................................... -38-
</TABLE>

-ii-

<PAGE> 4

<TABLE>

<S> <C> <C>
IV. MISCELLANEOUS
A. ASSIGNMENT................................................................................. -38-
B. INDEMNIFICATION............................................................................ -39-
C. COMMUNICATIONS............................................................................. -41-
D. COUNTERPARTS............................................................................... -42-
E. INSPECTION................................................................................. -42-
F. SCHEDULES.................................................................................. -42-
G. AMENDMENT.................................................................................. -42-
H. CONSTRUCTION............................................................................... -42-
</TABLE>

-iii-

<PAGE> 5

CUSTODIAN AGREEMENT

AGREEMENT made this ___ day of _________, 1999 between A I M
DISTRIBUTORS, INC., a Delaware corporation with its principal office at Eleven
Greenway Plaza, Suite 100, Houston, Texas 77046 (hereinafter called the
"Sponsor") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking
corporation having an office at 225 Franklin Street, Boston, Massachusetts 02101
(hereinafter called the "Custodian").

WITNESSETH

WHEREAS, the Sponsor is engaged in the business of selling shares of
mutual funds and similar securities and presently wishes to engage the services
of the Custodian in connection with the administration of a plan for the
accumulation of Class II shares of AIM Summit Fund, Inc. which the Sponsor sells
and distributes for the benefit of Planholders (as defined herein) of AIM Summit
Investors Plans II (the "Plan").

NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, the parties hereto agree as follows:

I. THE PLAN AND CUSTODIANSHIP

A. THE PLAN

1. Nature of the Plan. The Sponsor intends to offer one type of Plan
for the accumulation of Class II shares of the Fund, or any other shares
substituted therefor, under the terms of the Plan (all such shares being
hereinafter called the "Fund Shares" and the issuer of such shares being
hereinafter called the "Fund," unless the context indicates otherwise).
Beneficial owners of Fund Shares under the Plan are hereinafter called
"Planholders".

-1-

<PAGE> 6

2. Changes in the Plan. The Plan is subject to such changes in form and
content as the Sponsor may effect from time to time, with the approval of the
Custodian, which approval shall not unreasonably be withheld, but no changes in
the terms and conditions of any previously issued Plan which will adversely
affect any material right of a holder thereof may be made without notice to, and
consent of, the Planholder. The Sponsor or Custodian may substitute other shares
for Fund Shares on the conditions provided in paragraphs II(C)(6) and III(C)
below.

B. CUSTODIANSHIP

1. Appointment. Custodian hereby accepts appointment as custodian under
this Agreement with respect to Plans issued after the date of this Agreement.

2. Qualification. The Custodian and any successor custodian shall be a
bank having at all times an aggregate capital, surplus and undivided profits in
excess of $1,000,000. The Custodian certifies that it has now, and agrees that
so long as it acts as Custodian under any Plan it shall continue to have, such
qualifications.

3. Custodianship. The Custodian shall continue Custodianship under the
Plan on the terms and conditions set forth hereinafter and in the prospectus of
the Plan ("Prospectus"), so long as the Sponsor shall have furnished to the
Custodian, on a continuing basis:

a. Evidence satisfactory to the Custodian and its counsel that the
Sponsor has taken all necessary action to

-2-

<PAGE> 7

satisfy the requirements of the Securities Act of 1933, as amended (the "1933
Act") and the Investment Company Act of 1940, as amended (the "1940 Act") in
connection with the offer and issuance of the Plan; that the Sponsor is
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended (the "1934 Act") and is a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"); that the Fund Shares are
the subject of a currently effective registration statement under the 1933 Act;
and the Sponsor has complied with all other Federal and State regulatory
requirements respecting the offer and issuance of the Plan.

b. A copy of the current Distribution Agreement between the Sponsor
and the Fund.

4. Termination of Custodianship

a. By Sponsor (Existing Plans and/or New Plans). The Sponsor shall
have the right, upon at least 90 days notice to the Custodian, to substitute, as
custodian, both under the Plan issued and still in force and/or under any Plans
issued thereafter, whether such Plans are otherwise identical with that issued
under this Agreement or not, any other bank having the qualifications prescribed
in paragraph I(B)(2) above.

b. By Custodian (Existing Plans and New Plans). The Custodian shall
have the right to resign as custodian under any existing Plan at any time but
only if either: (a) the Plan has been completely liquidated and the proceeds of
the liquidation distributed to the Planholders; or (b) a successor custodian,

-3-

<PAGE> 8

meeting with the approval of the Sponsor (which approval shall not be
unreasonably withheld) and having the qualifications prescribed in paragraph
I(B)(2) above, has been designated and has accepted such custodianship. The
Custodian shall have the right, upon at least 90 days' notice to the Sponsor, to
terminate its obligation to accept any new Plan for custodianship hereunder. In
addition, the obligation of the Custodian to accept any new Plan for
custodianship hereunder shall terminate if the Sponsor: (1) fails to maintain an
effective registration statement under the 1933 Act covering the Plans; (2)
fails to cause the requirements of the 1940 Act to remain satisfied in
connection with the issuance of the Plans; (3) has its membership in the NASD or
its registration as a broker-dealer under the 1934 Act, cancelled or revoked or
suspended for more than 120 days for any cause involving failure on the part of
an executive officer or director to follow ethical standards or serious neglect
of his duty to require representatives to follow such standards; or (4) defaults
in the performance of any other duty, covenant or agreement contained in this
Agreement and such default shall remain unremedied for 30 days after written
notice thereof shall have been given to the Sponsor by the Custodian.

c. Records. In connection with any termination of custodianship, the
Custodian shall furnish such records and other information as the Sponsor and
any successor Custodian reasonably believe to be necessary or appropriate to
effect the termination.

-4-

<PAGE> 9

II. CUSTODIAN'S FUNCTIONS

A. PROCESSING OF PLANHOLDERS INVESTMENTS

1. Initial Payment. Upon receipt by the Custodian from the dealer of
the original application for a Plan, a check payable to the Custodian
representing the initial payment for a Plan, and a Designation of Beneficiary
form (if the Planholder has executed one), the Custodian shall:

a. Process the payment as provided in paragraph II(A)(2) below;

b. Forward by first-class mail to the purchaser of the Plan, or if
requested by the purchaser to the dealer, the Custodian's letter of transmittal
and notice conforming to the requirements of Section 27(f) of the 1940 Act, Rule
27f-1 thereunder (or any successor rule), substantially in the form attached
hereto in Schedule B and such explanatory information or communication to the
Planholder as may be furnished by the Sponsor, and forward to the purchaser by
first-class mail any notice of the right of refund or surrender, as provided in
Part II paragraphs (B)(2), (3) and (4) below.

2. Systematic Payment. Upon receipt by the Custodian of each Planholder
payment, (including the initial payment) the Custodian shall:

a. Stamp and record the date of its receipt of the payment;

b. Forward for collection the payment check;

c. Deduct from the payment the amount, if any, of any original
issue, stock transfer or other taxes, if applicable, and

-5-

<PAGE> 10

apply the appropriate amounts to the purchase of the necessary documentary
stamps or to payments to the proper taxing authorities;

d. Deduct from the payment applicable fees of the Sponsor, dealers
of record and the Custodian as set forth in the attached schedules, and the
Prospectus, and credit such deductions to the Sponsor, dealers of record or the
Custodian as the case may be;

e. Apply the balance of the payment to the purchase of Fund Shares
as provided in paragraph II(C)(1) below;

f. Prepare and mail to the Planholder a confirmation of purchase of
Fund Shares in a form approved by the Sponsor, substantially in the form
attached hereto in Schedule C, which shall conform to Rule 10b-10 of the 1934
Act (or any successor rule) showing the Plan account number, amount of the
payment received, date of receipt, the amount and nature of authorized
deductions, the price paid per Fund Share, the number of such Fund Shares
purchased after the deductions, the total number of Fund Shares then held by the
Custodian for the Planholder, and the due date of the Planholder's next payment.
Confirmation of the purchase of Fund Shares shall be mailed promptly by the
Custodian to the Planholder, and to the Planholder's dealer;

g. In the event that any check or other order for the payment of
money is returned unpaid for any reason, the Custodian shall, in the absence of
other instructions from the Sponsor, take such steps as may be necessary to
cancel promptly any shares

-6-

<PAGE> 11

purchased on the basis of such returned check and shall cancel accumulated
dividends for such account. The Custodian shall notify the Planholder of the
cancellation of the purchase and return the check to the Planholder; and

h. Any notices, if generated by Custodian automatically, relating to
missed payments by Planholders shall be collected and delivered to the Sponsor
on a monthly basis.

3. Pre-Authorized Check Payments Program. The Custodian and the Sponsor
agree that if a Planholder wishes to have payments on his Plans made
automatically without having to write a check each month, he may request that
payments be made by means of pre-authorized checks. Under this program, each
month the Custodian will draft the Planholder's bank account in the amount of
the monthly payment. The proceeds of the draft will be invested in the
Planholder's account.

To initiate a Pre-Authorized Check Payment Program, the Planholder
should complete the Pre-Authorized Check Form and send it along with a voided
blank check to the Custodian. The Planholder may terminate a Pre-Authorized
Check Payment Program at any time by written notice to the Custodian.

4. Automated Clearinghouse ("ACH") Payment Program. The Custodian and
the Sponsor agree that if a Planholder wishes to have payments on his Plans made
automatically by ACH each month, he may request that payments be made by means
of ACH. Under this program, each month the Custodian will debit the Planholder's
bank account in the amount of the monthly payment. The proceeds

-7-

<PAGE> 12

of the ACH debit will be invested in the Planholder's account. To initiate an
ACH Payment Program, the Planholder should complete the Pre-Authorized Check
Form and send it to the Custodian. The Planholder may terminate an ACH Payment
Program at any time by written notice to the Custodian.

When the Custodian receives ACH credit and debit entries pursuant to
the rules of the National Automated Clearing House Association and the New
England Clearing House Association, the Custodian will act as an Originating
Depository Financial Institution and/or Receiving Depository Financial
Institution, as the case may be, with respect to such entries. Credits given by
the Custodian with respect to an ACH credit entry are provisional until the
Custodian receives final settlement from the Federal Reserve Bank. If the
Custodian does not receive such final settlement for such entry, the Sponsor
agrees that the Custodian shall receive a refund of the amount credited to the
Planholder in connection with such entry, and the Planholder making payment to
the Custodian via such entry shall not be deemed to have paid the amount of the
entry.

5. Reinvestment of Dividends. The Custodian shall reinvest all
dividends and capital gain distributions on the Fund Shares held by it as
Custodian for each Planholder, after deduction therefrom the applicable fees set
forth in the attached schedule, and/or specified in the Prospectus, and any
applicable taxes required by law to be withheld, in accordance with the terms of
the Prospectus, in Fund Shares on the dividend payment

-8-

<PAGE> 13

date, at the net asset value, determined on that date, as provided in paragraph
II(C)(1) below, unless the Planholder has instructed the Custodian, in writing,
at least seven days prior to the record date, to pay to him the dividends or
distributions in cash. The Custodian agrees that such instructions may be made
applicable to any single dividend or distribution, or to all subsequent
dividends or distributions, and may be cancelled at any time. Any distribution
in the form of additional Fund shares shall be credited to the Planholder's
account, and any distributions other than in cash or in Fund shares shall be
sold by the Custodian at such prices as it may be able to realize therefor and
the net proceeds applied to the purchase of additional Fund shares for the
Planholder's account. Authorized deductions and charges shall be applied to the
above transactions. In the event that any dividends or distributions shall be
payable at the option of the Custodian or its nominee in either cash or stock or
other property, the Custodian shall elect, as to all Fund shares held by it or
its nominee, to receive such dividends or distributions in Fund shares unless
otherwise instructed by the Sponsor.

6. Acceleration of Payment. The Custodian and the Sponsor agree that a
Planholder may complete his Plan ahead of schedule by making one or more
payments in advance of their due dates in accordance with the following
restrictions: the Planholder normally may make no more than 24 payments within
any calendar year period, and the Planholder may make an additional 24

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<PAGE> 14

payments during the life of a Plan. Acceleration payments shall be first applied
to satisfy the obligation of the Planholder to pay for his next succeeding
payment or payments. There is no reduction in the Creation and Sales charges for
advance payments. Advance payments do not accelerate in any way the due dates of
unpaid payments; such unpaid payments will be considered to be due on that date
on which they would have originally been required if all prior payments (whether
or not in fact made in advance) had been made when respectively due.

Upon receipt by the Custodian of an advance payment by any Planholder
permitted under this Plan, the Custodian shall:

a. Process the payment as provided in paragraph II(A)(2) above.

b. Apply the balance of the payment to the next succeeding payment
or payments in the order due under the Plan.

The Sponsor may waive the limitation on advance payments for Plans
established in connection with Individual Retirement Accounts.

7. Additional Investment. The Custodian and the Sponsor agree that a
Planholder who owns any completed Plan may make additional investments, without
completing a new Plan application, thereby activating the Extended Investment
Option, subject to the same deductions as applied to the Planholder's last
scheduled payment. The Custodian may increase the Custodian fee applicable
during this period to the rate charged for new Plans of the same denomination at
the time of the first payment

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<PAGE> 15

under the Extended Investment Option, but not more than 75% in excess of the
current annual rate of custodian fees as of the issue date of a particular Plan.
A Planholder who has elected the Extended Investment Option and has completed
his regularly scheduled payments may, upon written notice to the Custodian, stop
all future payments under the option, and thereafter he will not be permitted to
make additional payments and his plan will be deemed completed. Failure of a
Planholder, during the Extended Investment Option period, to make any payment
during any 6-month period (after any credit for any accelerated payment) will
result in the Planholder's forfeiture of his right to make any investment under
the Extended Investment Program and the Plan will be considered to have been
completed. All Extended Investment Options shall terminate after the 300th
payment made under the Plan.

8. Change in Denomination. The Custodian and the Sponsor agree that a
Planholder may change an existing Plan by providing the Custodian with a
completed Plan application for a new face amount. An increase in a Plan amount
shall not create new cancellation and refund rights that are created when a new
Plan is issued. The Creation and Sales Charges already paid on the existing Plan
will be recomputed and applied as a credit to the Creation and Sales Charges due
on the new Plan and the amount of any transfer taxes at the time that it is
established. Any additional Creation and Sales Charges due on the new Plan and
the amount of any transfer taxes will be deducted pro rata from each

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<PAGE> 16

of the first twelve payments under the New Plan. For a period of twelve months
following a face change increase, the Planholder may decrease the increased Plan
to a smaller plan size, but not smaller than the original Plan prior to the
increase. A Planholder may increase the amount of his Plan at any time. A
Planholder may decrease the amount of his Plan up to a maximum of 50% of the
face amount of the Plan, provided that such request is made prior to the date of
the Planholder's twelfth payment.

9. Rights of Accumulation. The face amounts of two or more Plans
purchased at one time by "any person," as defined in the Prospectus under
"Rights of Accumulation," along with the then current net asset value of AIM
open-end mutual fund accounts (including current and completed AIM Summit
Investors Plans I accounts) owned by the person as provided to Custodian by
Sponsor or its designee, may be combined to take advantage of the lower Creation
and Sales Charges available on large purchases. To qualify for the reduced
Creation and Sales Charges, all of the applications for the Plans involved must
be submitted to the Custodian at the same time together with a letter requesting
that the face amounts of such Plans (and, if applicable, other AIM open-end
mutual fund accounts including current and completed AIM Summit Investors Plans
I accounts) be cumulated for the purpose of determining the applicable Creation
and Sales Charge. In the event payments on one or more of these Plans is
discontinued, the remaining Creation and Sales Charge will be changed to reflect
the charges applicable to the Plan that is still in effect.

The face amount of any Plans which have been completed (and not
liquidated) or on which payments are "current" (as defined in the Prospectus
under "Rights of Accumulation") may be aggregated

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<PAGE> 17

with the face amount of a Plan being purchased by any person to ascertain the
Creation and Sales Charge applicable to the Plan being purchased but not to
reduce the custodial fees applicable to each such Plan. To qualify for a reduced
Creation and Sales Charge, the Custodian must be notified by the dealer or the
purchaser at the time of placing the order that the purchaser qualifies for the
reduced Creation and Sales Charges.

10. Plan Reinstatement Privilege. The Custodian and the Sponsor agree
that a Planholder may, within 90 days after he has terminated his Plan, on
written request to the Custodian, reinstate his Plan by including with the
request an amount equal to or less than the redemption proceeds, if no refunded
sales charges were provided in the termination, or by including with the request
the full amount of all refunded sales charges, plus an amount equal to or less
than the redemption proceeds, if the termination was done under the privileges
described in paragraph II(B)(2) or (3) below. Such reinstatement is subject to
the following restrictions: (1) a Planholder may not reinstate his Plan if he
has ever before exercised this Plan Reinstatement Privilege; and (2) if the Plan
Reinstatement Privilege is exercised, neither the total number of monthly
payments to be made nor the unpaid balance of monthly Plan payments under the
Plan will be affected.

In addition to the Plan Reinstatement Privilege described above, the
Sponsor may from time to time permit Planholders who

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<PAGE> 18

have previously terminated their Plans to establish new Plans on the following
terms:

a. The Planholder must open the new Plan with an investment equal to
or less than the amount of the redemption proceeds received upon liquidation of
the former Plan. No Creation and Sales Charges or Custodian fees will be
subtracted from the initial investment.

b. The number of the next payment due on the new Plan will be the
number of the next payment due on the former Plan at the time it was terminated.

c. Creation and Sales Charges on the new Plan will be the Creation
and Sales Charges that would currently be applicable to the former Plan.

The ability to establish such new Plans will not be generally
available, but will be available only during such limited time periods as may be
specified by the Sponsor from time to time.

Upon receipt by the Custodian of appropriate notice from the
Planholder, the Custodian shall reinstate any Plan which has been terminated in
accordance with paragraphs II(B)(7)(a) or (b) below, subject to any
reinstatement fee set forth in the Prospectus, but without deduction for Sales
Charges, so long as the reinstatement is consistent with the terms of the
Prospectus.

11. Individual Retirement Accounts. A Plan may be used by qualified
individuals who wish to establish an IRA.

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<PAGE> 19

12. Federal Income Tax Withholding. A Planholder who has elected
dividend and capital gain reinvestment may elect to have the Custodian withhold
28% of any income dividend or capital gains distribution by the Fund and send
that amount to the Internal Revenue Service as a credit against the Planholder's
tax liability, if any. The amount withheld may or may not be equal to the
additional taxes the Planholder may owe due to the dividend or distribution.
This service shall be available with respect to all Plans except qualified
retirement plans, including IRAs. This option shall be initiated upon written
request by the Planholder to the Custodian and, once initiated, shall remain in
effect until the Custodian is notified by the Planholder in writing to terminate
the withholding.

B. PROCESSING OF REFUNDS, SURRENDERS, WITHDRAWALS, LIQUIDATIONS,
TRANSFERS, ASSIGNMENTS, TERMINATIONS AND COMPLETIONS

1. General. Under the circumstances described below, the Custodian
shall liquidate Fund Shares in a Planholder's account as provided in paragraph
II(C)(1) below and pay the proceeds plus any additional amounts, if any, to him
within seven days thereof. The Custodian shall not suspend redemption or
postpone payment more than seven days after such date of receipt, except during
any period when: (a) trading on the New York Stock Exchange is restricted or
such exchange is closed for other than customary week-ends or holidays; (b) the
United States Securities and Exchange Commission (the "SEC") has by order
permitted such

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<PAGE> 20

suspension; or (c) any emergency exists, as determined by the SEC, making
disposal of portfolio securities or valuation of new assets of the Fund not
reasonably practicable.

2. Refund. The Custodian and the Sponsor agree that a Planholder shall
have a right during a 45-day period to surrender his Plan and receive the net
asset value of the Fund Shares held in his account at the time, plus all
charges. The 45-day period shall run from the date on which the Planholder is
mailed a notice of his refund rights, a statements of charges to be deducted
from his projected payments, and a form for exercising his refund rights. This
information shall be mailed within 60 days after the issuance of the Plan. The
refund right may be exercised by submitting a completed refund right form or a
written request for cancellation to the Custodian within the 45-day period.

3. Eighteen-Month Surrender. The Custodian and the Sponsor agree that a
Planholder has a privilege for 18 months (or longer, if required by state law)
to surrender his Plan and receive the net asset value of the Fund Shares held in
his account at the time, plus the amount by which the Creation and Sales Charges
deducted from payments exceed 15% of the payments he has made up to the date of
the surrender of the Plan. Upon the written request by the Planholder, the
Custodian shall liquidate Fund Shares and pay the proceeds to the Planholder who
has exercised the foregoing privilege. Any excess amount due the Planholder
shall be paid directly by the Sponsor. The Planholder

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<PAGE> 21

shall not be entitled to be refunded any custodial fees previously paid. The
18-month period (or such longer period as required by state law) shall run from
the date on which the Plan is issued. The Planholder must request his refund in
writing, addressed to the Custodian.

The Custodian will send to the Planholder a notice within 30 days if
either of the following occurs: (a) if, during the first 15 months after the
date of the issuance of a Plan, the Planholder has missed three payments or
more; or (b) if, following the first 15 months after the date of issuance of the
Plan (but prior to 18 months after such date) the Planholder has missed one
payment or more. In the event the Sponsor has previously sent a notice in
connection with (a) above, a second notice will not be sent even if additional
payments are missed. These notices will inform the Planholder of his rights of
cancellation as set forth above, of the value of his account at the time the
notice is sent and of the amount to which he is entitled.

4. Partial Withdrawal and Liquidation. The Custodian and Sponsor agree
that a Planholder who has owned his Plan for at least 45 days may withdraw or
liquidate part of the Fund Shares held in his account without terminating his
Plan, subject to any applicable Custodian fee set forth in the Prospectus and to
the following:

a. A Planholder may partially withdraw by directing the Custodian to
transfer to his name record ownership of part of

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<PAGE> 22

the Fund Shares held in his account. Following a partial withdrawal the
Planholder may, at any time prior to the termination of his Plan, redeposit the
same number of Fund Shares.

b. A Planholder may also partially liquidate by directing the
Custodian, as his agent, to sell or redeem part of the Fund Shares held in his
account and to forward the net proceeds to him. Following a partial liquidation,
the Planholder may redeposit an amount equal to the net proceeds and have the
Custodian purchase Fund Shares at net asset value as provided in paragraph
II(C)(1) below. Cash must be redeposited for cash received on liquidation.

c. Exercise of the foregoing privileges is subject to the following
conditions:

(i) Requests for partial withdrawal or partial liquidation must
be delivered in writing to the Custodian. Request for partial
withdrawal or portfolio liquidation for amounts of $50,000 or higher
must be in writing with the Planholder's signature guaranteed by a
member firm of the New York Stock Exchange, a trust company, a national
or state bank, a Provost Marshal at the military installation where the
Planholder is located, or any other "eligible guarantor institution" as
defined in rules adopted by the SEC ("Approved Guarantor").

(ii) Partial withdrawal or partial liquidation shall not be
permitted if it involves less than $100 of net

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<PAGE> 23

proceeds of sale or more than 90% of the Fund Shares held in the
Planholder's account.

(iii) The requests for partial withdrawal, partial liquidation
and restoration must be in accordance with the rulings or
interpretations of the NASD which require that requests meet good faith
business or personal needs of the Planholder. The Sponsor further
reserves the right to impose such additional restrictions as, in its
judgment, are necessary to conform to the requirements of Section 2830
of the Rules of Fair Practice of the NASD. The Custodian has no duty to
determine that such rulings, interpretations or restrictions are in
compliance with the requirements of the NASD and may rely on the
Sponsor.

(iv) The restoration of a partial liquidation may not be
effected earlier than 90 days following partial liquidation (45 days
for IRAs). Where a partial liquidation has been effected through the
redemption of Fund Shares by the Custodian, a Planholder may, but is
not required to, remit to the Custodian an amount equal to the cash
withdrawal which will be used to purchase Fund Shares for the account
of the Planholder at the next determined net asset value.
Notwithstanding these provisions, a Planholder may make a partial
withdrawal and reinvestment of the account in a manner which complies
with the rules of the Internal Revenue Code regarding IRA rollovers.
All

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<PAGE> 24

reinvestments must be at least $500 or the unrestored amount of the
cash withdrawn, whichever is less.

(v) The Sponsor reserves the right to limit the exercise of
partial liquidations and restoration to once during a period of a year.

5. Systematic Withdrawal. The Custodian and the Sponsor agree that a
Planholder may elect to establish a Systematic Withdrawal Program, after the
Planholder has completed all regularly scheduled payments (or in the case of
IRAs, Keogh plans or other retirement plans, if the Planholder has notified the
Sponsor or the Custodian that the Planholder does not intend to make any further
Plan payments). Under a Systematic Withdrawal Program, the Planholder can elect
to receive monthly or quarterly checks in any amount of $50.00 or more. To
provide funds for these payments, the Custodian, as agent for the Planholder,
will redeem shares held in the Planholder's account at the net-asset value in
effect at the time of each such redemption. The Planholder may change the amount
of payments under a Systematic Withdrawal Program or discontinue a Systematic
Withdrawal Program at any time.

While a Systematic Withdrawal Program is in effect, the Planholder may
not elect to receive dividends and distributions on Fund Shares held in his
account in cash. A Planholder may not simultaneously maintain an uncompleted
Plan and a Systematic Withdrawal Program.

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<PAGE> 25

6. Transfer or Assignment. The Custodian and the Sponsor agree that a
Planholder may (a) transfer the interest in his Fund Shares to another person,
trustee or custodian acceptable to the Sponsor and the Custodian who has made
application to the Sponsor for a similar Plan; (b) transfer his right, title and
interest to another person whose only right shall be to exercise the option of
complete withdrawal; or (c) assign his right, title and interest to a bank or
other lending institution, provided that the bank or other lending institution
shall not be entitled to exercise the right of partial withdrawal or partial
liquidation, and that the Planholder shall continue to be entitled to all
dividends and distributions on his Fund shares. In each case, documents
satisfactory to the Sponsor and the Custodian must be employed. If the
Planholder makes an assignment to a bank or other lending institution, the
Custodian will, upon the written request of the assignee, record such assignment
until the assignee shall have notified the Custodian that the assignment has
been released, but no such assignment shall be binding on the Custodian until
such assignment is recorded. Until the Sponsor and the Custodian have permitted
such assignment or transfer to be effective, they may treat the Planholder as
the sole and absolute owner of the Plan and the Fund shares applicable thereto.

7. Termination of Plans. The Custodian and Sponsor agree that Plans may
be terminated as follows:

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<PAGE> 26

a. Termination by Planholder. A Planholder may, at any time up to
the time of his death, terminate his Plan in accordance with the provisions
thereof by notifying the Custodian in writing. The Planholder must instruct the
Custodian in writing either to deliver the Fund Shares held in his account to
him or to sell his Fund Shares, as his agent, and pay him the net proceeds. If
the Planholder requests delivery of his Fund Shares, sufficient shares shall be
sold by the Custodian to pay authorized deductions (including a Custodian fee as
set forth in the Prospectus) and transfer taxes, leaving no fractional shares,
and the balance of Fund Shares shall be delivered to him.

Instructions for liquidation of Fund Shares must be in the form of a
letter signed by the Planholder. Liquidations of $50,000 or higher must be in
the form of a letter signed by a Planholder with the signature guaranteed by an
Approved Guarantor. The redemption price shall be the net asset value of Fund
Shares next determined after all necessary documents have been received. The
proceeds of a liquidation shall be sent to the Planholder within seven days
after receipt of all necessary documents by the Custodian. The Custodian
reserves the right to delay the mailing of redemption proceeds until checks
received for the shares purchased have cleared. The payment period may be
extended if the Custodian's right to redeem shares of the Fund has been
suspended or restricted because (a) trading on the New York Stock Exchange is
restricted or such Exchange is closed for other than customary week-ends or
holidays; (b) the SEC has by

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<PAGE> 27

order permitted such suspension; or (c) an emergency exists, as determined by
the SEC, making disposal of portfolio securities or the valuation of the net
assets of the Fund not reasonably practicable. (A terminated Plan may be
reinstated as provided in paragraph II(A)(10) above).

b. Termination by Sponsor or Custodian. If a Planholder fails to
make any scheduled payment for six months after it becomes due under the Plan,
either the Sponsor or the Custodian may terminate the Plan on 60-days' written
notice, and the Custodian may charge the fee set forth in the Prospectus. The
six months of default will not start until the Planholder has been given full
credit for a period equal to the amount of any prepayments he may have made.
(Any scheduled payment made and accepted prior to termination extends the due
dates of all future payments for a period equal to the period during which no
payments were made.) The written notice of termination shall state that for a
period of 60 days from the date of mailing of such notice, the Planholder shall
have the election to have the Custodian either (a) sell all the Fund shares
standing in the Planholder's account and make any authorized deductions,
including fees and expenses, or (b) sell sufficient Fund shares standing in the
Planholder's account to pay all authorized deductions, including fees and
expenses, and leave no fractional shares. However, if neither the Sponsor nor
the Custodian receives the Planholder's notice of election within 60 days from
the date of the mailing of the aforesaid notice of termination,

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<PAGE> 28

the Custodian is authorized in its discretion to exercise such election as agent
for the Planholder. Upon receipt of a properly documented letter of instruction
from the Planholder, the Custodian will transfer and deliver to the Planholder
the Fund shares and/or their cash value less authorized deductions, including
fees and expenses. No interest will be payable by the Custodian upon any cash
held by it pending the surrender of the Plan. The Custodian may, in its
discretion, if the Planholder fails to surrender the Plan during the period of
60 days after the sending of the termination notice referred to above, fully
discharge its obligations by mailing to the Planholder at the appropriate
address noted upon its records, either its check for the cash value of all Fund
Shares then standing to the Planholder's credit, or by transferring to the
Planholder record ownership of all Fund Shares held in his account, and
thereafter the Planholder's Plan shall be deemed cancelled and the Planholder
shall have no further rights thereunder. Upon any such termination of a Plan,
the Custodian shall furnish the Planholder and the Sponsor with a statement
showing all charges in his account since the date of the last previous payment.
In the event that the Fund Shares and/or any cash balance are not delivered to
the Planholder, the Custodian shall hold the same in trust pursuant to
applicable state law.

c. Termination Under Other Circumstances. The Plan shall be
terminated if Fund Shares cannot be purchased for more than 90 days, and neither
the Sponsor nor the Custodian

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<PAGE> 29

substitutes another investment medium as provided in paragraphs II(C)(6)(b) and
III(C) below. If a Planholder fails to agree to a substitution by the Custodian
pursuant to paragraph II(C)(6)(b) below, the Custodian may consider the plan
terminated.

8. Completion. The Custodian and the Sponsor agree that a Planholder
who has completed his Plan has the following options for the disposition of Fund
Shares:

a. Have the Custodian hold the Fund Shares until after the 300th
payment has been made, during which period investments will be subject to such
deductions as the Custodian shall deem appropriate and neither the Custodian nor
the Sponsor may terminate the Custodianship except in accordance with the terms
of the Plan;

b. Elect to have the Fund Shares registered in his name;

c. Elect to have the Fund Shares redeemed and the cash proceeds paid
to him; or

d. Elect to have Fund Shares redeemed in accordance with the
systematic withdrawal program established in connection with the Plan on a
monthly or quarterly basis in amounts of $50.00 or more and have the cash
proceeds paid to him.

After the completion of all Plan payments or, if payments have been
made in advance, after the expiration of fifteen (15) years from the date of the
Plan, the Custodian receives the annual fee set forth in Schedule A. Unless
voluntarily paid by the Fund, this fee will be deducted from the last combined
income

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<PAGE> 30

dividend and capital gains distribution payments of each year, but may be
collected from the proceeds of the sale of Fund Shares held for the Planholder's
account if necessary.

The Custodian and the Sponsor agree that no Plan may be terminated by
the Sponsor or the Custodian until after the 300th payment so long as the
Planholder continues to make his payments in accordance with the terms of his
Plan. The Planholder or his legal representative may elect to continue the
Custodianship from year to year subsequent to the 300th payment, subject to the
right of the Sponsor or the Custodian to terminate the Plan. In the event the
Planholder fails to exercise his privilege of complete withdrawal, the Custodian
in its discretion may, as agent for the Planholder, (a) sell all the Fund Shares
in the Planholder's account, and, after making any authorized deductions, hold
the balance of the proceeds for the Planholder's account, or (b) sell sufficient
Fund Shares in the Planholder's account to pay any authorized deductions and
leave no fractional shares. Upon surrender of the Plan, the Custodian will
transfer record ownership to the Planholder of his full shares and will deliver
to the Planholder any balance of cash, or, if all Fund Shares have been sold,
the Custodian will deliver to the Planholder the net proceeds less deductions.
No interest shall be payable upon any funds held by the Custodian pending the
surrender of the Plan. If no response is received from the Planholder within 60
days after the sending of the termination notice, the Custodian may, in its
discretion, mail to the

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<PAGE> 31

Planholder a check for all cash standing to the Planholder's credit and transfer
record ownership of such Fund Shares, if any, to the Planholder, and the
Planholder will be deemed to have no further rights under the Plan. In the event
a check cannot be delivered, or the Fund Shares cannot be transferred, to the
Planholder, the Custodian shall hold them in trust pursuant to the applicable
state abandoned property laws.

C. PURCHASE, SALE, MAINTENANCE, VOTING AND SUBSTITUTION OF FUND SHARES

1. Purchase and Sales. Purchases and sales of Fund Shares by the
Custodian pursuant to this Agreement shall be made in accordance with applicable
law, the Prospectus, the Fund prospectus and the Sponsor's Agreement with the
Fund. Consistent with the foregoing, the Custodian shall enter a gross purchase
and sale order for all Fund Shares and fractions which pursuant to the Plans it
is required to purchase and sell on each business day prior to the close of
trading on the New York Stock Exchange. If the number of Fund Shares to be
bought and to be sold shall include a fractional share, the Custodian shall
purchase or sell the additional fractional share.

2. Maintenance. The Custodian shall have possession of and shall
segregate and hold in trust, or shall hold in book share form, where applicable,
all securities in which the funds of the Planholders are invested, all monies
held for such investments, redemption and other special funds for the
Planholders, and all income and distributions upon, accretions to and proceeds
of such securities and funds, subject only to the

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<PAGE> 32

deductions specified herein or in the Prospectus until distribution thereof to
the Planholders. The Custodian also will effect partial or complete liquidation
of Plans in connection with withdrawals or terminations. The Custodian is
authorized to commingle payments, dividends and certificates for all Fund Shares
held by it hereunder and to cause all Fund certificates to be registered in its
name or the names of its nominees. Nothing herein shall be construed to allow
the Custodian to commingle the Fund Shares, funds, or securities with those of
any plans other than the Plans specifically covered herein. The Custodian shall
maintain a separate account for each Planholder showing the number of Fund
Shares (to three decimal places) and the amount of cash, if any, to the credit
of each account. The records of such account shall be maintained separate and
apart from the Custodian's corporate records.

The authorization conferred on the Custodian to make the various
deductions heretofore discussed, and in certain cases to sell Fund Shares, shall
be considered authorization to the Custodian to create liens upon the property
held by it.

3. Bank Accounts. All monies deposited with or received by the
Custodian hereunder shall be held by the Custodian without interest as part of
the custodianship until required to be disbursed in accordance with the
provisions of this Agreement or the Plan. The Custodian shall open and maintain
a separate bank account in the banking department of the Custodian in the name
and for the benefit of the Plan, subject only to the draft order

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<PAGE> 33

of the Custodian or order of the Custodian acting pursuant to the terms of this
Agreement and shall hold in such bank accounts all monies received by the
Custodian from and for the account of the Plan.

4. Statements. The Custodian shall render on an agreed upon basis to
the Sponsor records showing, for each account in which transactions were had
during the week, the number of the account, the amount and date of the payment
received, the number of such payment, the deductions made and the balance
applied to the purchase of Fund Shares.

5. Voting of Fund Shares. The Custodian will provide notice to
Planholders of all Fund stockholder meetings, together with proxy statements.
The Custodian shall vote Fund Shares held under any Plans in accordance with the
Planholder's instructions contained in a voting instruction card provided with
the proxy statement. The Custodian shall vote the Fund Shares for which no
instructions have been received in the same proportion as Fund Shares for which
such instructions have been received from all Planholders under the Plans. If
the voting instructions card is validly executed and returned without
specification of a choice, the shares will be voted in favor of the proposals of
the Fund's management.

If the Planholder desires to attend the Fund stockholder meeting and
vote shares held in his account in person, the Planholder must make a written
request to the Custodian for a proxy which will permit the shares to be voted in
person.

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<PAGE> 34

6. Substitution

a. By Sponsor. The Custodian and the Sponsor agree that the Sponsor
may effect substitution of Fund Shares as provided in paragraph III(C) below.

b. By Custodian. If Fund Shares cannot be purchased by the Custodian
for more than 90 days, and the Sponsor fails to substitute shares, the
Custodian, may select another investment medium which it deems to be comparable
to the Fund Shares, subject to prior approval of the SEC. The Custodian shall
notify each Planholder in writing that the substitution will be made if the
Planholder, within 30 days, gives written approval to the Custodian and agrees
to bear his reasonable pro-rata share of the Custodian's related expenses,
including tax liability sustained by the Custodian. The Planholders failure to
give such written approval within the 30 day period shall give the Custodian
authority to terminate the Plan.

If the Fund Shares are not available for purchase for a period of 90
days or longer, and neither the Sponsor nor the Custodian substitutes other
shares, the Custodian shall have the authority without further action on its
part, to terminate the Plan.

c. Notice. The Custodian shall, within five days after any
substitution, deliver or mail to each Planholder a notice of substitution,
including an identification of the Fund Shares eliminated and the securities
substituted, and a

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<PAGE> 35

specification of the shares of such Planholder affected by the substitution.

7. Furnishing of Information. The Custodian shall furnish such records
and other information regarding the Plans and the Custodianship as the Sponsor
may reasonably believe necessary or appropriate for the administration of the
Plans, as provided in Part III below.

D. DUTIES

1. Records. It shall be the duty of the Custodian to keep records
showing the number and amount of payments made by the Planholder, the date and
amount of all dividends and distributions received by the Custodian on Fund
shares held for the account of the Planholder and all deductions made from such
investments, dividends and distributions, the number of Fund Shares purchased
with the net amount of all investments or reinvested dividends and
distributions, the number of Fund Shares sold or withdrawn, and the number of
Fund Shares which from time to time are held for the account of the Planholder
under this Plan.

2. Performance. The Custodian shall not cease to perform its functions
under this Plan or resign as Custodian hereunder unless the securities or other
property in which the funds of the Planholders are invested have been completely
liquidated and the proceeds of such liquidation distributed to the Planholders,
or a substitute Custodian has been designated by either the Sponsor or

-31-

<PAGE> 36

the Custodian and has accepted such Custodianship, or the Plan has been
terminated as herein provided.

3. Administrative Services. The Custodian shall:

a. Mail to the Planholder a confirmation of Fund Shares purchased,
stating the purchase price per Fund Share, and number of Fund Shares purchased
after applicable deductions, and the total number of Fund Shares held for his
account together with a notice of the next payment due.

b. Obtain and mail to each Planholder prospectuses, periodic reports
of the issuer of Fund Shares as are required by law or regulation and a complete
list, compiled annually, of all securities held in the Fund's portfolio unless
such list is included in the prospectus or other periodic report of the issuer
of Fund Shares.

c. Obtain and mail to each Planholder such dividend statement, tax
notice and proxy soliciting material as are required by law or regulation;

d. Cause periodic audits of the books of the Custodian relating to
the Custodianship of the Plans to be made at least annually by independent
certified public accountants selected by the Sponsor and reasonably satisfactory
to the Custodian, and more frequently, if required by law or regulation;

e. Prepare and file such reports and returns as are required by law
or regulation to permit the Custodianship to continue in operation;

-32-

<PAGE> 37

f. Answer all inquiries from Planholders concerning their Plan; and

g. Make payments to dealers of record and keep records to enable it
to do so as set forth in paragraph III(A)(4).

4. Limitations. The Custodian assumes no duties or obligations not
specifically assigned to the Custodian by the Prospectus and this Custodian
Agreement. Without limiting the generality of the foregoing, the Custodian
specifically does not assume the duties of investment ordinarily imposed upon a
trustee, and its only obligations shall be to perform its Custodianship duties
as specifically set forth in the Prospectus and in this Custodian Agreement and
the Custodian shall have no responsibility for the choice of investment, for the
investment policies of the investment company issuing the Fund Shares or for any
act or omission on the part of such investment company or on the part of the
Sponsor, and shall have no responsibility for the registration or qualification
of securities, or of any person or company (whether or not the issuer of any
such securities) under any Federal or state law or the law of any other
jurisdiction relating to the sale, registration or qualification of securities,
or under any rules, regulations or orders of any regulatory agencies or
commissions.

5. Delegation. Upon the written request of the Sponsor, the Custodian
will delegate any of its functions described in this Part II or in Part III
below, provided that such delegation

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<PAGE> 38

is consistent with Sections 26 and 27 of the 1940 Act. The Custodian will bill
the Sponsor for all expenses associated with the performance of the duties under
Section II.D.3.d. and e. to the extent not delegated to the Sponsor.

E. FEES AND CHARGES

1. Remuneration. As remuneration for the services to be performed by
the Custodian under this Agreement, the Custodian shall receive the fees,
charges, and reimbursements for expenses as set forth in the attached Schedule
A, this Agreement and the Prospectus, and for all other expenses incurred,
whether or not otherwise enumerated, in connection with the performance of its
duties under this Agreement. The Custodian shall also be reimbursed for all
expenses incurred by it in connection with the performance by the Sponsor of
duties delegated to it by the Custodian. During the life of the trust, the
Custodian, if not otherwise remunerated, may charge against and collect from the
income of the trust, and from the corpus thereof if no income is available, such
fees, charges and reimbursements for such services and expenses. However, no
such charge or collection shall be made except for services theretofore
performed or expenses theretofore incurred.

2. Payments to Sponsor. No payment to the Sponsor, or to any affiliated
person or agent of the Sponsor, shall be allowed the Custodian as an expense
except for payment to the Sponsor of the expenses incurred by it in connection
with the duties

-34-

<PAGE> 39

delegated to it as described in the immediately preceding paragraph.

III. SPONSOR'S FUNCTIONS

A. ADMINISTRATION OF PLANS

1. General. The Sponsor agrees to perform the functions required of it
by the terms of this Custody Agreement and the Prospectus.

2. Operations. The Sponsor shall maintain a competent trained selling
staff, adequate office facilities and management staff and keep complete
up-to-date records.

3. Compliance. The Sponsor assumes full responsibility for the
preparation, contents and distribution of the Prospectus, for complying with all
applicable requirements of 1933 Act, and of the 1940 Act, and for the
preparation and filing of such other reports or documents as are required by law
or regulation, and covenants and agrees to take all action, and not to omit any
action, necessary to carry out such responsibilities.

4. Creation, Sales Charges and 12b-1 payments. The Sponsor receives a
Creation and Sales Charge to compensate it for its services and costs in
creating the Plans and arranging for their administration, for making the Fund
Shares available to Planholders at net asset value. This charge is deducted from
each payment by a Planholder and is remitted by the Custodian to the Sponsor and
the dealer reallowance portion of such charge is remitted by the Custodian to
dealers of record applicable to such purchase. Rule 12b-1 payments are paid by
the Class II Shares of

-35-

<PAGE> 40

the Fund to the Sponsor who in turn will remit to the Custodian, as its agent,
amounts due to dealers of record. The Custodian will keep the records necessary
to, and will pay such amounts to, the appropriate dealer of record.

5. Wrongful Retention Insurance. The Sponsor may obtain insurance to
cover all claims of invalidity with regard to Planholders' written beneficiary
designation but such insurance shall include the Custodian individually and in
its fiduciary capacity as a named insured and all premiums for such insurance
shall be paid by the Sponsor.

B. FURNISHING OF DOCUMENTS, FORMS AND INFORMATION

The Sponsor shall furnish to the Custodian on a continuing basis:

1. Financial Statements. As soon as available, a copy of each audit
report and other financial statements relating to the custodianship of the
Plans.

2. Tax Returns. Not less than 20 days prior to the due date thereof,
all Federal income tax returns for the custodianship prepared in form for
execution and filing, together with advice concerning the proper allocation of
expenses and other items among the Planholders.

3. Sponsor's Agreement. Promptly after the execution thereof, a copy of
any amendment to the distribution agreement between the Sponsor and the Fund and
a copy of any new agreement entered into in lieu thereof.

-36-

<PAGE> 41

4. Plan Materials. Draft copies of all sales literature, Prospectuses,
printed matter and other material which contain any references to the Custodian,
except material which is merely circulated among or sent to employees,
stockholders or representatives of the Sponsor and correspondence in the
ordinary course of business which refers in accurate terms to the Custodian's
functions under the Plans. The Sponsor agrees that none of the documents
specified in this clause shall be reproduced in final form or distributed
without the written approval (which will not be unreasonably withheld) of the
Custodian.

5. Distribution Reports. Not later than the time specified by Treasury
Regulations for advising Planholders of income and capital gains distributions
of regulated investment companies and within such time requirements as may be
specified by the SEC or other regulatory agency, information necessary for
reporting distributions to Planholders for income tax purposes.

C. SUBSTITUTION

The Sponsor may effect a substitution of Fund Shares whenever it deems
such substitution to be in the best interest of the Planholders, subject to the
following:

1. SEC. The Sponsor shall receive prior approval by the SEC for a
substitution under the provisions of Section 26(b) of the 1940 Act.

2. Shares. The Sponsor may substitute for Fund Shares then held and yet
to be purchased or both. Substituted shares

-37-

<PAGE> 42

must be generally comparable in character and quality to Fund Shares and must be
registered under the 1933 Act.

3. Custodian. The Sponsor shall satisfy the Custodian that the
substitute shares may be purchased and redeemed on generally favorable terms,
arrange for the Custodian to acquire substitute shares having an aggregate value
at least equal to that of the Fund Shares replaced, and furnish to the Custodian
the documents described in paragraph III(B)above. The Sponsor shall also provide
the Custodian with a signed certificate stating that notice of the proposed
substitution has been given to each Planholder.

4. Planholders. The Sponsor shall notify each Planholder in writing
that, unless he surrenders his Plan within 30 days of the date of mailing of
such notice, he will be deemed to have authorized the substitution and agreed to
bear his pro-rata share of actual related expenses, if any.

IV. MISCELLANEOUS

A. ASSIGNMENT

This Agreement shall not be assigned by either of the parties without
the prior consent in writing of the other party, provided, however, that the
Custodian may, without further consent on the part of the Sponsor, subcontract
for the performance hereof with (a) Boston Financial Data Services, Inc., a
Massachusetts corporation ("BFDS."), which is duly registered as a transfer
agent pursuant to Section 17A(c)(2) of the 1934 Act ("Section 17A(c)(2)"); (b)
National Financial Data Services,

-38-

<PAGE> 43

Inc., a subsidiary of BFDS, duly registered as a transfer agent pursuant to
Section 17A(c)(2); or (c) a BFDS affiliate; provided, however, that the
Custodian shall be as fully liable to the Sponsor for the acts and omissions of
any subcontractor as it is for its own acts and omissions.

B. INDEMNIFICATION

The Sponsor, its successors and assigns, shall at all times fully
indemnify, save and hold harmless the Custodian, its agents and its successors
from any and all liability and expense, including reasonable attorneys fees,
which may arise from the failure of the Sponsor to comply with any law, rule,
regulation or order of the United States, any State or any other jurisdiction
relating to the sale, registration or qualification of securities, including
Fund Shares and beneficial interests in the Plan, provided that no claim against
the Custodian or its agents which might be subject to the foregoing
indemnification provisions shall be confessed, settled or compromised by the
Custodian or its agents without the Custodian first having given seven days
notice in writing to the Sponsor of the material facts, and provided further
that the Sponsor shall have the right upon written demand delivered to the
Custodian within seven days following the date of such notice to contest or
defend such claim in the name of the Custodian by an attorney who will be
reasonably satisfactory to the Custodian.

The Sponsor, its successors and assigns, shall at all times
promptly reimburse the Custodian or its agents and its successors

-39-

<PAGE> 44

for any and all reasonable expenses, including reasonable attorneys fees,
incurred by the Custodian from time to time in connection with its performance
under this Agreement.

The Sponsor, its successors and assigns, shall at all times fully
indemnify, save and hold harmless the Custodian or its agents and its successors
from any and all liability and expense, including reasonable attorneys' fees,
incurred where the Custodian or its agents have relied upon the signature
guarantee of Approved Guarantors.

The Custodian shall be entitled to act upon any written notice,
resolution, letter of transmittal, request, consent, order, certificate,
opinion, statement, plan assignment, designation or other document reasonably
believed by it to be genuine and to have been signed by the proper party or
parties or by a person or persons duly authorized to act on his or their behalf
and to require such proofs, including signature guarantees, as they may deem
necessary or upon any instructions, information data, records or documents
provided to the Custodian or its agents or subcontractors by machine readable
input, telex, tape, CRT data entry or other similar means authorized by the
Sponsor and shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Sponsor. The Custodian
may consult with legal counsel to be selected with reasonable care by them and
they shall not be liable for any action taken or suffered by them in good faith
in accordance with the advice of such counsel nor for anything done

-40-

<PAGE> 45

or omitted to be done or suffered in connection with the Custodianship except
for their own lack of good faith, willful misconduct or negligence.

Further the Custodian shall not be responsible for, and the Sponsor
shall at all times fully indemnify, save and hold harmless the Custodian its
agents and successors from any and all liability and expense, including
reasonable attorneys' fees, arising out of or attributable to (a) all actions of
the Custodian or its agents or subcontractors required to be taken pursuant to
this Agreement, provided that such actions are taken in good faith and without
negligence or willful misconduct, or (b) the Sponsor's lack of good faith,
negligence or willful misconduct.

C. COMMUNICATIONS

All communications provided for hereunder shall be in writing sent by
first class mail to the respective parties as follows:

A I M Distributors, Inc.
Eleven Greenway Plaza
Suite 100
Houston, Texas 77046-1173
Attn: General Counsel

State Street Bank and Trust Company
c/o AIM Summit Investors Plan II
225 Franklin Street
Boston, Massachusetts 02101

provided that either party may, by notice duly given in accordance herewith,
specify a different address for the purpose hereof.

-41-

<PAGE> 46

D. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall be deemed one and the
same instrument.

E. INSPECTION

An executed copy of this Agreement and all amendments thereto shall be
kept on file by the Custodian and shall be open to inspection by any Planholder
at any time during the business hours of the Custodian.

F. SCHEDULES

All references herein to Schedules shall be deemed to refer to the
Schedules attached to this Agreement which are hereby expressly made a part
hereof.

G. AMENDMENT

This Agreement shall not be amended in such a manner as to adversely
affect any material right of any Planholder without notice to and consent of
each Planholder.

H. CONSTRUCTION

This Agreement shall be subject to and construed under the laws of the
Commonwealth of Massachusetts.

-42-

<PAGE> 47

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

A I M DISTRIBUTORS, INC.

By: /s/ MICHAEL J. CEMO
-------------------------------
President

ATTEST:

/s/ STEPHEN I. WINER
- -------------------------
Assistant Secretary

STATE STREET BANK AND TRUST
COMPANY

By: /s/ ILLEGIBLE
-------------------------------
Vice Chairman

ATTEST:

/s/ PATRICIA J. LEE
- -------------------------
Assistant Vice President
and Associate Counsel

<PAGE> 48

SCHEDULE A

FEES SCHEDULE FOR
STATE STREET BANK AND TRUST COMPANY
FOR SERVICES AS PLAN CUSTODIAN

---------------------------------------------

The following fees and charges will be deducted from the Fund,Plans or
from Planholder accounts and paid to the Custodian in accordance with the terms
of the Prospectus.

General

Account Service fees are based on an annual per shareholder account
charge for account maintenance plus transaction and out-of-pocket expenses.
There is a minimum charge of $1,500 per month(1). Fees are billable on a monthly
basis at the rate of 1/12 of the annual fee. A charge is made for an account in
the month that an account opens or closes.

Annual Account Service Fees

Open Account - active $19.00/year(1)

Activity Based Fees

Telephone Calls $ 2.50/each(1)
Correspondence $ 3.00/each(1)
New Account and Setup Kits $ 2.50/each(1)

Planholder Fees

IRA Annual Maintenance(3) $10.00/year
Bounced Checks $ 5.00/each
Transcripts $ 5.00/each year researched
Terminations $ 2.50/each
Inactive Accounts(2) $12.00/year

Out-of-Pocket Expenses(1)

Out-of-Pocket expenses include but are not limited to: Confirmation
statements, checks, postage, forms, telephone, microfilm, microfiche, year-end
forms and expenses incurred at the specific direction of A I M Distributors,
Inc.

- -------------------------
(1) These are fees that the Fund has voluntarily elected to pay to the
Custodian on behalf of the Plans.
(2) A Plan that is not current and to which no investments have been made
for a 12-month period but does not include completed plans. This fee
will be paid annually to the Sponsor or its designee.
(3) The Custodian will receive $6.00 and A I M Distributors, Inc. will
receive $4.00.
<PAGE> 49
SCHEDULE B

[AIM LOGO] AIM DISTRIBUTORS, INC.

IMPORTANT

DATE:
RE:
ACCOUNT NUMBER

DEAR PLANHOLDER:

WE ARE PLEASED TO WELCOME YOU AS A PLANHOLDER, ONE OF THE MANY MEN AND WOMEN
DEDICATED TO THE PRINCIPLE OF REGULARLY SETTING ASIDE A SMALL PART OF WHAT THEY
EARN IN AN INVESTMENT FOR THE FUTURE. AT THE SAME TIME, IT IS IMPORTANT THAT
YOU READ THE FOLLOWING NOTICE CAREFULLY AND RETAIN IT WITH YOUR FINANCIAL
RECORDS. THIS NOTICE EXPLAINS YOUR RIGHTS UNDER THE INVESTMENT COMPANY ACT.

OF THE $ YOU HAVE PAID ON YOUR SUMMIT INVESTORS PLAN, REPRESENTING
REGULAR MONTHLY PAYMENTS, $ OR PERCENT HAS BEEN DEDUCTED FROM
THOSE PAYMENTS FOR VARIOUS CHARGES. A TOTAL OF $ OR PERCENT OF
YOUR FIRST 12 MONTHLY PAYMENTS WILL BE DEDUCTED FROM THOSE PAYMENTS FOR SIMILAR
CHARGES. CHARGES OF $ OR PERCENT WILL BE DEDUCTED FROM EACH
SUBSEQUENT PAYMENT. YOU HAVE UNTIL TO SURRENDER YOUR CERTIFICATE
FOR ANY REASON AND RECEIVE A REFUND OF ALL THE CHARGES WHICH HAVE BEEN DEDUCTED
FROM YOUR PAYMENTS AND, IN ADDITION, THE VALUE OF YOUR ACCOUNT ON THE DATE YOUR
CERTIFICATE IS RECEIVED.

IN DETERMINING WHETHER OR NOT TO EXERCISE YOUR RIGHT YOU SHOULD CONSIDER, AMONG
OTHER THINGS, THE PROJECTED COST OF YOUR INVESTMENT AND YOUR ABILITY TO MAKE THE
SCHEDULED PAYMENTS OVER THE LIFE OF YOUR PLAN AS THEY BECOME DUE. YOUR PLAN
PROVIDES FOR 180 PAYMENTS OF $ PER MONTH, OR TOTAL PAYMENTS OF $ .
IF YOU HAVE MADE ALL OF THE SCHEDULED PAYMENTS OVER THE FULL TERM OF YOUR PLAN,
THE TOTAL DEDUCTIONS WOULD BE $ OR AN EFFECTIVE CHARGE OF PERCENT
OF YOUR TOTAL PAYMENTS. HOWEVER, IF YOU DO NOT COMPLETE YOUR PLAN, THE DEDUCTION
OF VARIOUS CHARGES FROM YOUR INITIAL PAYMENTS WILL RESULT IN YOUR PAYING
EFFECTIVE CHARGES IN EXCESS OF THAT RATE. FOR A MORE COMPLETE DESCRIPTION OF THE
CHARGES DEDUCTED UNDER YOUR PLAN. CAREFULLY REVIEW YOUR SUMMIT INVESTORS PLANS
PROSPECTUS.

IF YOU WISH TO EXERCISE YOUR RIGHT OF WITHDRAWAL, RETURN YOUR PLAN CERTIFICATE
(IF ISSUED) TO BOSTON FINANCIAL DATA SERVICES, INC., P.O. BOX 8300, BOSTON,
MA 02266 BY , IN ACCORDANCE WITH THE ENCLOSED INSTRUCTIONS.

SINCERELY,

SUMMIT INVESTORS PLANS
Eleven Greenway Plaza Suite 1919 Houston, Texas 77046 Phone (713) 626-1919
<PAGE> 50
[AIM LOGO APPEARS HERE]

[SUMMIT INVESTORS PLANS LETTERHEAD]
Letter of Instructions for
Cancellation and Refund

INSTRUCTIONS

If you wish to exercise your right to cancel your plan as described in the
accompanying letter, please forward the following items to A I M Distributors,
Inc., P.O. Box 4264, Houston, Texas 77210-4264, 1-800-995-4246.

1. If the proceeds of the cancellation and refund exceed $50,000, or if the
proceeds are to be sent anywhere other than the address of record, this
letter must be signed exactly as the plan is registered, including special
capacity, if any, and the signature must be guaranteed by a member firm of
the New York Stock Exchange, a trust company, a national or state bank, a
savings bank, and a savings and loan association. Notarization by a notary
public is NOT acceptable.

2. As required by federal law, I (we) certify under penalties of perjury:

(a) The number shown below on this form is my correct taxpayer
identification number and

(b) I am not subject to backup withholding either because:

I have not been notified by the Internal Revenue Service (IRS) that I
am subject to backup withholdings as a result of failure to report all
interest or dividends, or;

the IRS has notified me that I am no longer subject to backup
withholding

3. Certification Instructions - You must cross out item (b) above if you have
been notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (b).

Social Security No. [_ _ _ - _ _ -_ _ _ _]

FOR IRA ACCOUNTS ONLY

Please check appropriate boxes:

I am aware of the federal tax consequence of a withdrawal from my IRA.

I [ ] am [ ] not 59 1/2 years old and [ ] am [ ] am not legally disabled.

I [ ] do [ ] do not elect to have federal income tax withheld from this
withdrawal.

The purpose of this redemption is for a rollover to another IRA within 60 days.

The undersigned planholder(s) of Summit Investors Plans Account # _____________
wish to exercise the Rights of Cancellation and Refund. This letter of
instruction must be signed by ALL of the persons shown in the account's
registration.

Signature of Owner X______________________________________ Date _______________

Signature of Joint Owner X________________________________ Date _______________

<PAGE> 51
Schedule C
CONFIRMATION OF TRANSACTIONS SUMMIT INVESTORS PLANS
1999

I D
N E STATEMENT DATE
V A
E L
S E
T R
O
R

<TABLE>
<CAPTION>
AIM DISTRIBUTORS, INC
IDENT. OR SOC. SEC. NO. PIP REP ELEVEN GREENWAY PLAZA
SUITE 1919
ACCOUNT NO. ALPHA HOUSTON, TX 77046
IN ALL CORRESPONDENCE PLEASE REFER TO THE ABOVE ACCOUNT NUMBER
- ------------------------------------------------------------------------------------------------------------------------------------
SALES AND
DATE TRANSACTION AMOUNT THIS CREATION EXPENSE CUSTODIAN NET AMOUNT PRICE PER SHARES THIS
TRANSACTION CHARGE REIMBURSEMENT FEE INVESTED SHARE TRANSACTION
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BEGINNING BALANCE .000
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL DIVIDENDS LONG TERM CUSTODIAN
AND OTHER CAPITAL GAINS INCOME FEE TOTAL SHARES OWNED
DISTRIBUTIONS DISTRIBUTION DIVIDENDS DEDUCTED
------------------------------------------------ ------------------------------------
FEDERAL
IDENT. NO. 76-6003529
- -------------------------------------------------------------------------------------------------------------------------------
CURRENT TOTALS NEXT INVESTMENT
TYPE OF PLAN ----------------------------- ---------------------
FACE AMOUNT PAID TO DATE NUMBER AMOUNT DUE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
15 YEAR SYSTEMATIC INVESTMENT
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------------------------------
SPONSOR
SUMMIT INVESTORS PLANS AIM Distributors, Inc.
Eleven Greenway Plaza CUSTODIAN
Suite 1919 STATE STREET BANK & TRUST CO.
Houston, TX 77046 BOSTON, MA
-------------------------------------------------------
<S> <C> <C>
I IDENT. OR SOC. SEC. NO.
N ALPHA
V ACCOUNT NO.
E DEALER IDENTIFICATION
S
T REPRESENTATIVE NUMBER/NAME
O
R
</TABLE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
PLEASE MAKE CHECK PAYABLE TO: CONTRIBUTIONS
STATE STREET BANK AND TRUST COMPANY
and mail with this stub to: CURRENT YEAR $__________
BOSTON FINANCIAL DATA SERVICES, INC. PRIOR YEAR $__________
P.O. BOX 8300 ROLLOVER $__________
BOSTON, MA 02266-8300 TOTAL $__________
<S> <C> <C>
Please use reverse side to advise us of
corrections to your account and CHECK YOUR INVESTMENT MUST BE EQUAL TO OR A MULTIPLE OF YOUR
[ ] THE BOX TO THE LEFT. Corrections or MONTHLY PLAN AMOUNT
changes to the account registration may PLEASE CHECK BOX IF YOUR PAYMENT IS A REDEPOSIT
require further documentation. OF PREVIOUSLY WITHDRAWN FUNDS. [ ]
---------------------------------------------------------------------------------
</TABLE>

<PAGE> 1
EXHIBIT 1.A(3)(b)

DEALER AGREEMENT

This Agreement is made by and between A I M Distributors, Inc.
(hereinafter called "AIM"), as sponsor and principal underwriter of AIM Summit
Investors Plans II for the accumulation of shares of Summit Investors Fund,
Inc., a mutual fund (hereinafter referred to as the "Plans"), and
__________________________ ("Dealer") (City, State, Zip).

1. All applications for the Plans shall be made on application forms provided
by AIM, and all initial payments collected shall be remitted in full,
without deduction of any commission by Dealer, together with such
application forms, signed by each applicant (an "Investor"), to A I M
Distributors, Inc., P.O. Box 4739, Houston, Texas 77210-4739. Checks or
money orders for initial payments shall be drawn to the order of "State
Street Bank and Trust Company, Custodian". A separate check or money order
shall accompany the application form submitted for each Plan. After the
initial payment has been made and the Plan has been issued, the Investor
shall send all future payments to State Street Bank and Trust Company (the
"Custodian") at P.O. Box 8300, Boston, MA 02266 or such other addressee
as AIM shall identify to Dealer in writing.

2. AIM reserves the right in its sole discretion to reject any Plan
application and to return any payment made in connection therewith. AIM
also reserves the right in its sole discretion to give any accepted
applicant the privilege of canceling that applicant's Plan in accordance
with any rights described in the Plans Prospectus effective at the time of
purchase of the Plan. AIM further reserves the right to refund all or
part of any payment or payments made by an Investor in the event that it,
in its sole discretion, believes that the solicitation and/or sale
associated therewith was effected in violation of any applicable state or
federal law or rule or regulation of the National Association of Securities
Dealers, Inc. ("NASD"). In the event of any such refund or refunds,
Dealer shall not be entitled to any commissions thereon, and, if such
commissions have been paid, Dealer shall promptly refund same to AIM or
AIM may, at its option, charge the same against future commissions. To this
end, Dealer hereby grants AIM a lien on any such commissions.

3. On all approved sales of Plans made by Dealer as evidenced by the issuance
of a Plan Certificate or a purchase transaction confirmation and its
acceptance by Investor, AIM shall pay Dealer commissions in accordance with
the terms of this Agreement and the "Summit Investors Plan Commission
Schedule" which is attached hereto and made a part of this Agreement. All
commissions will be paid monthly as the Creation and Sales Charges
applicable thereto are received by AIM from the Custodian. Dealer's rights
to all commissions on Plans sold during the term of this Agreement shall
survive termination of this Agreement if Dealer is in compliance with
Paragraph 10 hereof.

<PAGE> 2

4. Anything herein to the contrary notwithstanding, the attached "Summit
Investors Plan Commission Schedule" is subject to change by AIM at any
time and from time to time, but no such changes shall affect amounts
payable to Dealer as commissions on Plans accepted by AIM prior to any
such changes.

5. In the event a Planholder exercises his right under Section 27 of the
Investment Company Act of 1940, as amended, to surrender his Plan within
the first 18 months following its issuance, and to receive the value of his
account plus an amount equal to that part of the excess paid with respect to
that Plan for Creation and Sales Charges which exceeds 15% of the gross
payments made, Dealer shall promptly refund to AIM a portion of the
commission previously paid to Dealer with respect to such Plan which bears
the same relationship to the total amount of such commission as the amount
refunded to the Planholder bears to the total Creation and Sales Charge paid
by him with respect to such Plan, or AIM may, at its option, charge such
amount against future commissions receivable by Dealer. To this end,
Dealer hereby grants AIM a lien on any such commissions.

6. Dealer will accept Plan applications only from persons who have received a
copy of the current Plan Prospectus issued under the Securities Act of 1933
and who, to the best of Dealer's knowledge and belief, can and will complete
all payments specified in the applications. If an Investor becomes
delinquent in his payments, it shall be Dealer's responsibility to contact
the Investor for the purpose of reinstating the payment schedule.

7. Plans shall be offered and sold in such denominations and units calling
for such periodic payments as AIM shall from time to time determine and
set forth in the Plans Prospectus. AIM reserves the right in its sole
discretion, to suspend, restrict, alter, or modify in any way the sale
of any of the Plans or to withdraw the offering of the Plans entirely.

8. No person is authorized or permitted to give any information or make any
representations concerning the Plan other than those which are contained in
the current Plans Prospectus and in such other printed information as may be
subsequently issued by AIM as information supplemental to such Plans
Prospectus or approved by AIM in writing for use in connection therewith.
Dealer will not use the words "Summit Investors Fund", (hereinafter
referred to as the "Fund") or "A I M Distributors", whether in writing,
by radio and television, or any other advertising media, without prior
written approval.

9. Additional copies of the current Plan Prospectus, any printed information
issued as supplemental to such Plans Prospectus, and the Plan application
forms will be supplied by AIM in reasonable quantities upon request. All
other expenses incurred by Dealer in connection with activities under this
Agreement shall be borne by Dealer.

10. Dealer represents that it is and will remain in good standing of the
NASD, and agrees to abide by all of its rules and regulations, including
its Conduct Rules. Dealer further agrees to comply with all applicable
state and federal laws and rules and regulations of regulatory agencies
having jurisdiction. Reference is hereby specifically made to Rule 2830,
Conduct

<PAGE> 3

Rules (formerly Section 26, Article III, of the Rules of Fair Practice)
of the NASD which is incorporated herein as if set forth in full.

11. Dealer's commissions shall vest as follows: Commissions on first and
subsequent year payments will be paid to Dealer as long as this Agreement
remains in full force and effect or so long thereafter as Dealer continues
membership in the NASD. If Dealer should voluntarily terminate its
membership in the NASD, AIM reserves the right to assign Plan accounts as
to which Dealer is the Dealer of Record and the right to receive commissions
with respect to such Plan accounts to one of its active dealers.
Nevertheless, AIM in its sole discretion, may pay commissions to Dealer on
Plan payments made with respect to such Plan accounts subsequent to such
voluntary termination by dealer. Notwithstanding the above, in the event
Dealer's membership in the NASD is discontinued or suspended because of
disciplinary proceedings by the NASD, the Securities and Exchange
Commission, or other regulatory bodies, no commissions will be paid on any
Investor's payments received during the period of a suspension or after the
effective date of an expulsion or revocation of a membership; provided,
however, that in the event Dealer's NASD membership is thereafter reinstated
in good standing, or if such disciplinary action by another regulatory body
is thereafter terminated by same, payment of such commission to Dealer shall
then resume, if such payment resumption is allowable under applicable law,
rules, or regulations.

12. In all sales of the Plans to the public, Dealer shall act as a dealer
for its own account and in no transaction shall it have any authority
to act or hold itself out as agent for AIM, the Fund, or any other
member of the selling group of the Fund, and nothing in this Agreement,
including the use of the word "commissions", shall constitute Dealer as
a partner, employee, or agent of AIM or give Dealer any authority to
act for AIM. Neither AIM nor the Fund shall be liable for any of the
acts or obligations of Dealer as a dealer under this Agreement.

13. Each party hereto has the right to cancel this Agreement at any time
upon ninety (90) days written or telegraphic notice to the other.

14. Dealer will comply with all applicable state and federal laws and with
the rules and regulations of authorized regulatory agencies thereunder.
Dealer will not offer Plans for sale unless such Plans are duly
registered under the applicable state and federal statues and the rules
and regulations thereunder.

15. All communications to AIM shall be sent to A I M Distributors Inc.,
Attn: General Counsel at the address below or to such other address as
AIM may authorize in writing. All communications and/or notices to
Dealer shall be duly given, mailed, or telegraphed to Dealer, at the
address specified by Dealer below, or at such other address as Dealer
may authorize in writing.

<PAGE> 4

16. Failure of either party to terminate this Agreement upon the occurrence
of any event set forth in this Agreement as a cause for termination
shall not constitute a waiver of the right to terminate this Agreement
at a later time on account of such occurrence.

17. This Agreement shall be construed in accordance with the laws of the
State of Texas and on modification hereof shall be valid unless in writing.

18. This Agreement or any moneys due or to become due hereunder shall not
be assignable by Dealer without prior written approval by AIM.

19. This Agreement supersedes and cancels all previous Agreements
pertaining to the Fund between AIM and Dealer, whether oral or written.

20. In the event of a dispute with respect to this Agreement that the parties
are unable to resolve themselves, such dispute will be settled by
arbitration in accordance with the then existing NASD Code of Arbitration
Procedure ("NASD Code"). The arbitrators will act by majority decision, and
their award may allocate attorney's fees and arbitration costs between the
parties. Their award will be final and binding between the parties, and
such award may be entered as a judgment in any court of competent
jurisdiction. The parties agree that, to the extent permitted by the NASD
code, the arbitrators will be selected from the securities industry.

AGREED this _________ day of ____________________, 1999.

A I M DISTRIBUTORS, INC. Company
P.O. Box 4333 Address
Houston, Texas 77210-4739 City, State Zip

By: By:
------------------------------ -------------------------------

Title: Title:
--------------------------- ----------------------------

<PAGE> 1

EXHIBIT 1.A(3)(c)
AIM Summit Investors Plans II Commission Schedule

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
Monthly Monthly Total
Payment Unit (First Year) (First Year)
- -----------------------------------------------------------------------
<S> <C> <C>
$ 50.00 $ 23.10 $ 277.20
- -----------------------------------------------------------------------
$ 75.00 $ 34.65 $ 415.80
- -----------------------------------------------------------------------
$ 93.75 $ 43.31 $ 519.72
- -----------------------------------------------------------------------
$ 100.00 $ 46.20 $ 554.40
- -----------------------------------------------------------------------
$ 125.00 $ 57.75 $ 693.00
- -----------------------------------------------------------------------
$ 150.00 $ 69.30 $ 831.60
- -----------------------------------------------------------------------
$ 166.66 $ 77.00 $ 924.00
- -----------------------------------------------------------------------
$ 200.00 $ 92.40 $ 1,108.80
- -----------------------------------------------------------------------
$ 250.00 $ 115.50 $ 1,386.00
- -----------------------------------------------------------------------
$ 300.00 $ 138.60 $ 1,663.20
- -----------------------------------------------------------------------
$ 350.00 $ 161.70 $ 1,940.40
- -----------------------------------------------------------------------
$ 400.00 $ 184.80 $ 2,217.60
- -----------------------------------------------------------------------
$ 450.00 $ 207.90 $ 2,494.80
- -----------------------------------------------------------------------
$ 500.00 $ 231.00 $ 2,772.00
- -----------------------------------------------------------------------
$ 600.00 $ 277.20 $ 3,326.40
- -----------------------------------------------------------------------
$ 700.00 $ 323.40 $ 3,880.80
- -----------------------------------------------------------------------
$ 750.00 $ 346.50 $ 4,158.00
- -----------------------------------------------------------------------
$ 800.00 $ 369.60 $ 4,435.20
- -----------------------------------------------------------------------
$ 900.00 $ 415.80 $ 4,989.60
- -----------------------------------------------------------------------
$ 1000.00 $ 462.00 $ 5,544.00
- -----------------------------------------------------------------------
$ 1250.00 $ 577.50 $ 6,930.00
- -----------------------------------------------------------------------
$ 1500.00 $ 623.70 $ 7,484.40
- -----------------------------------------------------------------------
$ 1750.00 $ 646.80 $ 7,761.60
- -----------------------------------------------------------------------
$ 2000.00 $ 693.00 $ 8,316.00
- -----------------------------------------------------------------------
$ 2500.00 $ 750.75 $ 9,009.00
- -----------------------------------------------------------------------
$ 3000.00 $ 831.60 $ 9,979.20
- -----------------------------------------------------------------------
$ 5000.00 $1,155.00 $13,860.00
- -----------------------------------------------------------------------
$ 6000.00 $1,247.40 $14,968.80
- -----------------------------------------------------------------------
$10,000.00 $1,386.00 $16,632.00
- -----------------------------------------------------------------------
</TABLE>

<PAGE> 1
EXHIBIT 1.A(6)(a)

CERTIFICATE OF INCORPORATION

AMERICAN INTERNATIONAL MANAGEMENT DISTRIBUTORS, INC.

First: The name of the Corporation is AMERICAN INTERNATIONAL
MANAGEMENT DISTRIBUTORS, INC.

Second: The registered office of the Corporation in the State of
Delaware is located at 100 West Tenth Street in the City of Wilmington, County
of New Castle. The name and address of its registered agent is The Corporation
Trust Company, 100 West Tenth Street, Wilmington, Delaware.

Third: The nature of the business, objects and purposes to be
transacted, promoted or carried on by the Corporation are:

To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

Fourth: The total number of shares of stock which the Corporation
shall have authority to issue is 1,000 shares of Common Stock of the par value
of $1.00 each.

Fifth: The name and mailing address of the sole incorporator is as
follows:

Name Mailing Address
---- ---------------

James J. Spring, III 402 Pierce Avenue
Houston, Texas 77002

<PAGE> 2
Sixth: The Corporation is to have perpetual existence.

Seventh: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:

(1) To make, alter or repeal the by-laws of the Corporation.

(2) To authorize and cause to be executed mortgages and liens upon
the real and personal property of the Corporation.

(3) To set apart out of any of the funds of the Corporation available
for dividends a reserve or reserves for any proper purpose and to abolish
any such reserve in the manner in which it was created.

(4) By a majority of the whole Board of Directors, to designate one or
more committees, each committee to consist of two or more of the directors
of the Corporation. The Board of Directors may designate one or more
directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of the committee. Any such committee,
to the extent provided in the resolution establishing such committee or in
the by-laws of the Corporation, shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be affixed to
all papers which may require it; provided, however, the by-laws may provide
that in the absence or disqualification of any member of such committee or
committees the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any such absent or disqualified member.

(5) When and as authorized by the affirmative vote of the holders of
a majority of the stock issued and outstanding having voting power given at
a stockholders' meeting duly called upon such notice as is required by
statute, or when authorized by the written consent of the holders of a
majority of the voting stock issued and

2
<PAGE> 3
outstanding, to sell, lease or exchange all or substantially all the
property and assets of the Corporation, including its goodwill and its
corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of money or property
including securities of any other corporation or corporations, as the Board
of Directors shall deem expedient and for the best interests of the
Corporation.

Eighth: Meetings of stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the Corporation may
be kept (subject to the provisions contained in any applicable statutes) outside
the State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the by-laws of the Corporation. Elections
of directors need not be by written ballot unless the bylaws of the Corporation
shall so provide.

Ninth: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statue, and all rights conferred upon
stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, does hereby make this Certificate, hereby declaring and
certifying that this is my act and deed and the facts herein stated are true,
and accordingly have hereunto set my hand this 15th day of November, 1976.

/s/ JAMES J. SPRING, III
----------------------------
JAMES J. SPRING, III

3
<PAGE> 4
AMERICAN INTERNATIONAL MANAGEMENT DISTRIBUTORS, INC.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
*****

American International Management Distributors, Inc. (the "Company"), a
corporation organized and existing under and by virtue of The General
Corporation Law of the State of Delaware, does hereby certify that:

(1) The Board of Directors of the Company adopted a resolution by
unanimous written consent proposing and declaring advisable the following
amendment to the Certificate of Incorporation of the Company:

RESOLVED, that the Certificate of Incorporation of American
International Management Distributors, Inc. be amended by changing the
Article thereof numbered "First" so that, as amended, such Article shall be
and read as follows:

"First. The name of the Corporation is A.I.M. DISTRIBUTORS, INC."

(2) In lieu of a meeting and vote of the sole stockholder of the Company,
such stockholder has given its written consent to such amendment of the
Certificate of Incorporation in accordance with the provisions of Section 228
of The General Corporation Law of the State of Delaware.

(3) The foregoing amendment of the Company's Certificate of Incorporation
was duly adopted in accordance with the applicable provisions of Sections 242
and 228 of The General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Company has caused this certificate to be signed
by W. Thomas Fiquet, its President, and attested by William D. Murphy, its
Secretary, this 5th day of January, 1977.

AMERICAN INTERNATIONAL MANAGEMENT
DISTRIBUTORS, INC.

By /s/ W. THOMAS FIQUET
-------------------------------
President

ATTEST:

By /s/ WILLIAM D. MURPHY
----------------------------------
Secretary
<PAGE> 5

[STAMP]

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

A.I.M. DISTRIBUTORS, INC.

A.I.M. DISTRIBUTORS, INC., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, at a meeting
duly held, adopted resolutions proposing and declaring advisable the following
Amendment to the Certificate of Incorporation of said corporation:

"RESOLVED, that Article First of the Certificate of Incorporation of
the Corporation be amended to read as follows:

"First. The name of the Corporation is A I M DISTRIBUTORS, INC."

SECOND: That in lieu of a meeting and vote of stockholders, the sole
stockholder has executed a written consent to said amendment in accordance with
the provisions of section 228 of the General Corporation Law of the State of
Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of section 242 and 228 of the General Corporation
Law of the State of Delaware.

IN WITNESS WHEREOF, said A.I.M. Distributors, Inc. has caused this
certificate to be signed by Robert H. Graham, its Vice President, and attested
by Judith C. Creel, its Secretary, effective as of this 15th day of March, 1982.

A.I.M. DISTRIBUTORS, INC.

By /s/ ROBERT H. GRAHAM
--------------------------------
ROBERT H. GRAHAM, Vice President

ATTEST:

By /s/ JUDITH C. CREEL
--------------------------------
JUDITH C. CREEL, Secretary

<PAGE> 1

EXHIBIT 1.A(6)(b)

AMENDED AND RESTATED

BYLAWS

A I M DISTRIBUTORS, INC.

Adopted Effective 2-11-97
---------

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C>
ARTICLE I - OFFICES

SECTION 1.1. Registered Office .......................................... 1
SECTION 1.2. Other Offices .............................................. 1

ARTICLE II - MEETINGS OF STOCKHOLDERS

SECTION 2.1. Annual Meeting ............................................. 1
SECTION 2.2. Voting List ................................................ 1
SECTION 2.3. Special Meeting ............................................ 2
SECTION 2.4. Notice of Meeting .......................................... 2
SECTION 2.5. Quorum ..................................................... 2
SECTION 2.6. Voting ..................................................... 2
SECTION 2.7. Organization of Meetings ................................... 3
SECTION 2.8. Consent of Stockholders .................................... 4
SECTION 2.9. Voting of Stock of Certain Holders ......................... 4
SECTION 2.10. Treasury Stock ............................................. 5
SECTION 2.11. Fixing Record Date ......................................... 5

ARTICLE III - BOARD OF DIRECTORS

SECTION 3.1. Powers ..................................................... 5
SECTION 3.2. Number, Election and Term .................................. 5
SECTION 3.3. Vacancies, Additional Directors and Removal From Office .... 6
SECTION 3.4. Regular Meeting ............................................ 6
SECTION 3.5. Special Meeting ............................................ 6
SECTION 3.6. Notice of Special Meeting .................................. 6
SECTION 3.7. Quorum and Participation ................................... 7
SECTION 3.8. Action Without Meeting ..................................... 7
SECTION 3.9. Compensation ............................................... 7

ARTICLE IV - COMMITTEES OF DIRECTORS

SECTION 4.1. Designation, Powers and Name ............................... 7
SECTION 4.2. Minutes .................................................... 8
SECTION 4.3. Compensation ............................................... 8

ARTICLE V - ADVISORY DIRECTORS

SECTION 5. Advisory Directors ......................................... 8

ARTICLE VI - NOTICE

SECTION 6.1. Methods of Giving Notice ................................... 9
SECTION 6.2. Written Waiver ............................................. 9

ARTICLE VII - OFFICERS

SECTION 7.1. Officers ................................................... 10
SECTION 7.2. Election and Term of Office ................................ 10
SECTION 7.3. Removal and Resignation .................................... 10
SECTION 7.4. Vacancies .................................................. 11
SECTION 7.5. Salaries ................................................... 11
SECTION 7.6. Chairman of the Board ...................................... 11
SECTION 7.7. Chairman and Chief Executive Officer ....................... 11

</TABLE>
i
<PAGE> 3

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C>
SECTION 7.8. President .................................................. 12
SECTION 7.9. Vice President ............................................. 12
SECTION 7.10. Secretary .................................................. 13
SECTION 7.11. Treasurer .................................................. 13
SECTION 7.12. Assistant Secretaries and Assistant Treasurers ............. 14
SECTION 7.13. Assistant Vice Presidents .................................. 14

ARTICLE VIII - CERTIFICATES OF STOCK

SECTION 8.1. Issuance ................................................... 15
SECTION 8.2. Lost Certificates .......................................... 15
SECTION 8.3. Transfers .................................................. 16
SECTION 8.4. Registered Stockholders .................................... 16

ARTICLE IX - DIVIDENDS

SECTION 9.1. Declaration ................................................ 16
SECTION 9.2. Reserve .................................................... 16

ARTICLE X - INDEMNIFICATION

SECTION 10.1. Third Party Actions ........................................ 17
SECTION 10.2. Actions by or in the Right of the Corporation .............. 17
SECTION 10.3. Determination of Conduct ................................... 18
SECTION 10.4. Payment of Expenses in Advance ............................. 18
SECTION 10.5. Indemnity Not Exclusive .................................... 18
SECTION 10.6. Insurance .................................................. 18
SECTION 10.7. Constituent Corporation .................................... 19

ARTICLE XI - MISCELLANEOUS

SECTION 11.1. Seal ....................................................... 19
SECTION 11.2. Books ...................................................... 19

ARTICLE XII - AMENDMENT

SECTION 12. Amendment .................................................. 19
</TABLE>
ii
<PAGE> 4
AMENDED AND RESTATED

BY-LAWS

A I M DISTRIBUTORS, INC.

ARTICLE I

OFFICES

SECTION 1.1 Registered Office. The registered office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle, and the name of its registered agent shall be The Corporation Trust
Company.

SECTION 1.2 Other Offices. The corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.1 Annual Meeting. The annual meeting of stockholders for the
election of directors shall be held at such place either within or without the
State of Delaware and at such date and time as shall be designated from time to
time by the Board of Directors and stated in the Notice of the meeting.

SECTION 2.2 Voting List. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
<PAGE> 5
SECTION 2.3. Special Meeting. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President and shall be called
by the President or the Secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state for the purposes of
the proposed meeting. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice. The President so calling,
or the directors or stockholders so requesting, any such meeting shall fix the
date and time of, and the place (either within or without the State of Delaware)
for, the meeting.

SECTION 2.4. Notice of Meeting. Written notice of the annual and each
special meeting of stockholders, stating the time, place and purpose or purposes
thereof, shall be given to each stockholder entitled to vote thereat, not less
than ten nor more than sixty days before the meeting.

SECTION 2.5. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. Notwithstanding the other provisions of the
Certificate of Incorporation or these by-laws, the holders of a majority of the
shares of stock present in person or represented by proxy, although not
constituting a quorum, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. IF the adjournment is for more than 30 days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.

SECTION 2.6. Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the stock having voted
power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of the statutes, of the Certificates of Incorporation or of these
by-laws, a different vote is required, in which case such express provision
shall govern and control the decision of such question. Every stockholder having
the right to vote shall

2
<PAGE> 6
be entitled to vote in person, or by proxy appointed by an instrument in writing
subscribed by such stockholder, bearing a date not more than three years prior
to voting, unless such instrument provides for a longer period, and filed with
the Secretary of the corporation before, or at the time of, the meeting. If such
instrument shall designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers thereunder are to be exercised shall have and may
exercise all of the powers of voting or giving consents thereby represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which, by express provision of the statutes, of the Certificate of
Incorporation or of these by-laws, a different vote is required, in which case
such express provision shall govern and control the decision of such question.
Every stockholder having the right to vote shall be entitled to vote in person,
or by proxy appointed by instrument in writing subscribed by such stockholder,
bearing a date not more than three years prior to voting, unless such instrument
provides for a longer period, and filed with the Secretary of the corporation
before, or at the time of, the meeting. If such instrument shall designate two
or more persons to act as proxies, unless such instrument shall provide the
contrary, a majority of such persons present at any meeting at which their
powers thereunder are to be exercised shall have and may exercise all the powers
of voting or giving consents thereby conferred, or if only one be present, then
such powers may be exercised by that one, or, if an event number attend and a
majority do not agree on any particular issue, each proxy so attending shall be
entitled to exercise such powers in respect of the same portion of the shares as
he is of the proxies representing such shares.

SECTION 2.7. Organization of Meetings.

(a) The Chairman of the Board of Directors, if any, shall preside at
each meeting of stockholders. In the absence of the Chairman of the Board, the
meeting shall be chaired by an officer of the corporation in accordance with the
following order: Vice Chairman of the Board (if any), Chairman and Chief
Executive Officer, President, Executive Vice President (if any), Senior Vice
President (if any) and Vice President. In the absence of all such officers, the
meeting shall be chaired by a person chosen by the vote of a majority in
interest of the stockholders present in person or represented by proxy and
entitled to vote thereat.

(b) The Board of Directors of the corporation shall be entitled to
make such rules and regulations for the conduct of meetings of stockholders as
it shall deem necessary, appropriate or convenient. Subject to such rules and
regulations

3
<PAGE> 7
of the Board of Directors, if any, the chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing: an agenda or order of business for the
meeting; rules and procedures for maintaining order at the meeting and the
safety of those present; limitations on participation in such meeting to
stockholders of record of the corporation and their duly authorized and
constituted proxies, and such other persons as the chairman shall permit;
restrictions on entry to the meeting after the time fixed for the commencement
thereof; limitations on the time allotted to questions or comments by
participants; and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot, unless and to the
extent the Board of Directors or the chairman of the meeting determines that
meetings of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.

SECTION 2.8. Consent of Stockholders. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation or any action which may be
taken at any annual or special meeting of such stockholders may be taken without
a meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given by the Secretary of the corporation to those stockholders who
have not consented in writing.

SECTION 2.9. Voting of Stock of Certain Holders. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or in the
absence of such provision, as the board of directors of such corporation may
determine. Shares standing the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in person or by proxy.
Shares standing in the name of a guardian, conservator or trustee may be voted
by such fiduciary, either in person or by proxy, but no fiduciary shall be
entitled to vote shares held in such fiduciary capacity without a transfer of
such shares into the name of such fiduciary. Shares standing in the name of a
receiver may be voted by such receiver. A stockholder whose shares are pledged
shall be entitled to vote such shares, unless in the transfer by the pledgor on
the books

4
<PAGE> 8

of the corporation, he has expressly empowered the pledgee to vote thereon, in
which case only the pledgee, or his proxy, may represent the stock and vote
thereon.

SECTION 2.10. Treasury Stock. The corporation shall not vote,
directly or indirectly, shares of its own stock owned by it; and such shares
shall not be counted in determining the total number of outstanding shares.

SECTION 2.11. Fixing Record Date. The Board of Directors may fix in
advance a date, not exceeding 60 days preceding the date of any meeting of
stockholders, or the date for payment of any dividend or distribution, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining a consent, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of such dividend or distribution, or to
receive any such allotment of rights, or to exercise the rights in respect of
any such change, conversion or exchange of capital stock, or to give such
consent, and in such case such stockholders and only such stockholders as shall
be stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, any such meeting and any adjournment thereof, or to receive
payment of such dividend or distribution, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.1. Powers. The business and affairs of the corporation
shall be managed by or under the direction of its Board of Directors which may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by
these by-laws directed or required to be exercised or done by the stockholders.

SECTION 3.2. Number, Election and Term. The number of directors
which shall constitute the whole Board of Directors shall be not less than
three. Such number of directors shall from time to time be fixed and
determined by resolution of the Board of Directors and shall be set forth in
the notice of any meeting of stockholders held for the purpose of electing
directors. The directors shall be elected at the annual meeting

<PAGE> 9
of stockholders, except as provided in Section 3.3, and each director elected
shall hold office until his successor shall be elected and shall qualify or
until his earlier resignation or removal. Directors need not be residents of
Delaware or stockholders of the corporation.

SECTION 3.3. Vacancies, Additional Directors and Removal From Office. If
any vacancy occurs in the Board of Directors caused by death, resignation,
retirement, disqualification or removal from office of any director, or
otherwise, or if any new directorship is created by an increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
or fill the newly created directorship; and a director so chosen shall hold
office until the next annual election and until his successor shall be duly
elected and shall qualify or until his earlier resignation or removal. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute. Any director may be removed either for or
without cause at any special meeting of stockholders duly called and held for
such purpose.

SECTION 3.4. Regular Meeting. A regular meeting of the Board of
Directors shall be held each year at the place of, and immediately following,
the annual meeting of stockholders, and no notice of such meeting shall be
necessary to the newly elected directors in order to legally constitute the
meeting, provided a quorum shall be present. Other regular meetings of the
Board of Directors may provide by resolution, either within or without the
State of Delaware, without notice other than such resolution.

SECTION 3.5. Special Meeting. A special meeting of the Board of
Directors may be called by the Chairman of the Board or by the President and
shall be called by the Secretary on the written request of any two directors.
The Chairman or President so calling, or the directors so requesting, any such
meeting shall fix the time and any place, either within or without the State of
Delaware, as the time and place of holding such meeting.

SECTION 3.6. Notice of Special Meeting. Written or telephonic notice of
special meetings of the Board of Directors shall be given to each director at
least 48 hours prior to the time of such meeting. Any director may waive
notice of any meeting. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends
a meeting for the purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business
to be transacted at, nor the purpose of, any special meeting of the Board of
Directors

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need be specified in the notice or waiver of notice at such meeting, except
that notice shall be given with respect to any matter where notice is required
by statute.

SECTION 3.7. Quorum and Participation. A majority of the Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors, except as may be otherwise specifically provided by statute, by
the Certificate of Incorporation or by these by-laws. Members of the Board of
Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and such participation
shall constitute presence in person and attendance at such meeting. If a
quorum shall not be present at any meeting, of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

SECTION 3.8. Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof as provided in Article IV of these by-laws, may be taken without a
meeting, if a written consent thereto is signed by all members of the Board or
of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.

SECTION 3.9. Compensation. Directors, as such, shall be entitled to any
compensation for their services which is voted by the stockholders or the Board
of Directors, including a fixed sum and expenses of attendance, if any, which
may be allowed for attendance at each regular or special meeting of the Board
of Directors or any meeting of a committee of directors. No provision of these
by-laws shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

COMMITTEES OF DIRECTORS

SECTION 4.1. Designation, Powers and Name. The Board of Directors may,
by resolution passed by a majority of the whole Board, designate one or more
committees, including, if they shall so determine, an Executive Committee, each
such committee to

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<PAGE> 11

consist of two or more of the directors of the corporation. Each committee
shall have and may exercise such of the powers of the Board of Directors in the
management of the business and affairs of the corporation as may be provided
in such resolution. The Executive Committee, if any, may authorize the seal of
the corporation to be affixed to all papers which may require it. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
such committee. In the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
and not disqualified member. Such committee or committees shall have such
name or names and such limitations of authority as may be determined from time
to time by resolution adopted by the Board of Directors.

SECTION 4.2. Minutes. Each committee of directors shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.

SECTION 4.3. Compensation. Members of special or standing committees
may be allowed compensation for attending committee meetings, if the Board
of Directors shall so determine.

ARTICLE V

ADVISORY DIRECTORS

SECTION 5. Advisory Directors. In addition to the Officers of the
corporation, there may be one or more advisory directors who shall be appointed
by the Board of Directors. Advisory directors shall provide advice and
information to the Board of Directors and shall have such other advisory
responsibilities to the Board as shall be requested by the Board of Directors
from time to time, but shall not be members of the Board of Directors of the
corporation, shall not be held out to the public or to stockholders as directors
and shall have no powers to act on behalf of the corporation or to act in any
other capacity as directors. Advisory directors shall not be permitted to
initiate or second motions of, or to vote on actions considered by, the Board of
Directors. References to "directors" throughout these by-laws and other
corporate documents shall not include advisory directors, unless the term
"advisory director", specifically, is used; however, to the extent that
liability is asserted as arising from action taken by the board of Directors and
it is asserted that an advisory director participated in or contributed to the
action taken, the advisory director's liability shall be considered to be within
the scope of the indemnification provided in Article X for directors, officers,
employees and agents under the indemnification provisions of

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<PAGE> 12
Section 145 of the Delaware General Corporation Law. Advisory directors shall be
entitled to such compensation for their services as may be determined from time
to time by the Board of Directors, and may be reimbursed reasonable expenses
associated with the services rendered by them. No provision of these by-laws
shall be construed to preclude any advisory director from serving the
corporation in any other capacity and receiving compensation therefor.

ARTICLE VI

NOTICE

SECTION 6.1. Methods of Giving Notice. Whenever, under the provisions of
the statutes, the Certificate of Incorporation or these by-laws, notice is
required to be given to any director, member of any committee or stockholder,
such notice shall be in writing and delivered personally or mailed to such
director, member or stockholder; provided that in the case of a director or a
member of any committee such notice may be given orally in person or by
telephone, by telex or telecopier, telegram or via overnight courier. If mailed,
notice to a director, member of a committee or stockholder shall be deemed to be
given when deposited in the United States mail first class in a sealed envelope,
with postage prepaid, addressed, in the case of a stockholder, to the
stockholder at the stockholder's address as it appears on the records of the
corporation or, in the case of a director or a member of a committee, to such
person at his business address. If sent by telex or telecopier, notice to a
director or member of a committee shall be deemed to be given upon transmittal;
if sent by telegram, notice to a director or member of a committee shall be
deemed to be given when the telegram, so addressed, is delivered to the
telegraph company and if sent via overnight courier, notice to a director or
member of a committee shall be deemed to be given when delivered against a
receipt therefor.

SECTION 6.2. Written Waiver. Whenever any notice is required to be given
under the provisions of the statutes of the State of Delaware, the Certificate
of Incorporation or by these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

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ARTICLE VII

OFFICERS

SECTION 7.1. Officers. The officers of the corporation shall be a
Chairman of the Board, Vice Chairman of the Board (if such offices are created
by the Board), a Chairman and Chief Executive Officer, a President, one or more
Vice Presidents, any one or more of which may be designated Executive Vice
President, Senior Vice President or First Vice President, a Secretary,
Controller and a Treasurer. In the event that the Board of Directors creates
the office of Vice Chairman of the Board, the Board shall, by resolution,
define the duties of such office. The Board of Directors may appoint such other
officers and agents, including Chief Compliance Officer, Assistant Vice
Presidents, Assistant Secretaries and Assistance Treasurers, as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined by the Board. Any two or
more offices, other than the offices of Chairman and Secretary or President and
Secretary, may be held by the same person. No officer shall execute,
acknowledge, verify or countersign any instrument on behalf of the corporation
in more than one capacity, if such instrument is required by law, by these
by-laws or by any act of the corporation to be executed, acknowledged, verified
or countersigned by two or more officers. The Chairman of the Board and any
Vice Chairman of the Board shall be elected from among the directors. With the
foregoing exceptions, none of the other officers need be a director, and none
of the other officers need be a director, and none of the officers need be a
stockholder of the corporation.

SECTION 7.2. Election and Term of Office. The officers of the
corporation shall be elected annually by the Board of Directors at its first
regular meeting held after the annual meeting of stockholders or as soon
thereafter as conveniently possible. Each officer shall hold office until his
successor shall have been elected and shall have qualified or until his death
or the effective date of his resignation or removal, or until he shall cease to
be a director in the case of the Chairman of the Board and the Vice Chairman of
the Board, if such office is created by the Board.

SECTION 7.3. Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date of
the receipt of such

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notice or at any later time specified therein, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

SECTION 7.4. Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.

SECTION 7.5. Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a director.

SECTION 7.6. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and of the stockholders
of the corporation. In the absence of the Chairman, such duties shall be
attended to by the Vice Chairman of the Board, if such office is created by the
Board, and as provided in Section 2.8(a) of these by-laws, with respect to
meetings of the stockholders. The Chairman, if any, shall formulate and submit
to the Board of Directors or the Executive Committee matters of general policy
of the corporation and shall perform such other duties as usually appertain to
the office or as may be prescribed by the Board of Directors or the Executive
Committee.

SECTION 7.7. Chairman and Chief Executive Officer. The Chairman and Chief
Executive Officer, subject to the control of the Board of Directors, shall in
general supervise and control the business and affairs of the corporation. In
the absence of the Chairman or Vice Chairman of the Board (if such offices are
created by the Board), the Chairman and Chief Executive Officer shall preside at
all meetings of the Board of Directors and of the stockholders. He may also
preside at any such meeting attended by the Chairman or Vice Chairman of the
Board, if he is so designated by such Chairman or, in the Chairman's absence, by
the Vice Chairman. He shall have general and active management of the business
of the corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The Chairman and Chief Executive Officer
shall have the power to appoint and remove subordinate officers, agents and
employees, except those elected or appointed by the Board of Directors. The
Chairman and Chief Executive Officer shall keep the Board of Directors fully
informed and shall consult them concerning the business of the corporation. He
may execute certificates for shares of the corporation and any deeds, bonds,
mortgages, contracts, checks, notes, drafts or other instruments which the Board
of Directors has authorized to be executed, except where required or permitted
by law to be otherwise signed

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and executed and except where the signing and execution thereof has been
expressly delegated by these by-laws or by the Board of Directors to some other
officer or agent of the corporation. He shall vote, or give a proxy to any
other officer of the corporation to vote, all shares of stock of any other
corporation standing in the name of the corporation and in general he shall
perform all other duties normal incident to the office of Chairman and Chief
Executive Officer and such other duties as may be prescribed by the
stockholders or the Board of Directors from time to time.

SECTION 7.8. President. The President shall be the Chief Operating
Officer of the corporation and, shall have such other duties and perform such
other responsibilities as may be delegated to him by the Board of Directors or
the Chairman and the Chief Executive Officer, and, in the absence of the
Chairman and Chief Executive Officer, shall assume the responsibilities of that
office in addition to his other responsibilities. The President shall keep the
Chairman and Chief Executive Officer and the Board of Directors fully informed
and shall consult them concerning the operation of the corporation. He may
execute certificates for shares of the corporation and any deeds, bonds,
mortgages, contracts, checks notes, drafts or other instruments which the Board
of Directors has authorized to be executed, except where the signing and
execution thereof has been expressly delegated by these by-laws or by the Board
of Directors to some other officer or agent of the corporation. In the absence
of the Chairman and Chief Executive officer, the President shall vote, or give
a proxy to any other officers of the corporation to vote, all shares of stock
of any other corporation standing in the name of the corporation and, in
general, he shall perform all other duties normally incident to the office of
President and such other duties as may be prescribed by the stockholders, the
Board of Directors or the Chairman and Chief Executive Officer from time to
time.

SECTION 7.9. Vice Presidents. (a) In the absence of the President, or
in the event of his inability or refusal to act, the Executive Vice President
(or in the event there shall be no Vice President designated Executive Vice
President, any Vice President designated by the Board) shall perform the
duties and exercise the powers of the President. Any Vice President may
execute certificates for shares of the corporation and any deeds, bonds,
mortgages, contracts, checks, notes, drafts or other instruments which the
Board of Directors has authorized to be executed, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof has been expressly delegated by these by-laws or
by the Board of Directors to some other officer or agent of the corporation.
The Vice Presidents shall perform such other duties as from time to time may be
assigned to them by the

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President, the Board of Directors or the Executive Committee. These
responsibilities do not apply to officers designated as First Vice President,
First Vice President - Regional or Vice President - Regional - Banking Division.

(b) First Vice President. Officers designated as First Vice President
shall perform the duties of a sales manager and shall act for the Company, but
shall not have the power to bind the Company.

(c) First Vice President - Regional. Officers designated as First Vice
President - Regional shall perform the duties of a wholesaler serving a regional
territory designated by the Company and shall act for the Company, but not have
the power to bind the Company.

(d) Vice President - Regional - Banking Division. Officers designated
as Vice President - Regional - Banking Division shall perform the duties of a
wholesaler for institutions designated by the Company and shall act for the
Company, but not shall not have the power to bind the Company.

SECTION 7.10. Secretary. The Secretary shall: (a) attend meetings of
the Board of Directors, committees of directors, and the stockholders and shall
keep the minutes of such meetings of the Board of Directors, committees of
directors and the stockholders; (b) see that all notices are duly given in
accordance with the provisions of these by-laws and as required by law; (c) be
custodian of the corporate records and of the seal of the corporation, and see
that the seal of the corporation or a facsimile thereof is affixed to all
certificates for shares prior to the issue thereof and to all documents,
the execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep or cause
to be kept a register of the post office address of each stockholder which shall
be furnished by such stockholder; (e) sign with the Chairman and the Chief
Executive Officer, the President, or an Executive Vice President or Vice
President, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g) in
general, perform all duties normally incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the Chairman
and Chief Executive Officer, the President, the Board of Directors or the
Executive Committee.

SECTION 7.11. Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation,
receive and give receipts for moneys due and payable to the corporation from any
source

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whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories; (b) prepare, or cause to be
prepared, for submission at each regular meeting of the Board of Directors, at
each annual meeting of the stockholders, and at such other times as may be
required by the Board of Directors, the Chairman and Chief Executive Officer,
the President or the Executive Committee, a statement of financial condition of
the corporation in such detail as may be required; and (c) in general, perform
all the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the Chairman and Chief Executive Officer,
the President, the Board of Directors or the Executive Committee. If required by
the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
Board of Directors shall determine.

SECTION 7.12. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries and Assistant Treasurers shall, in general, perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President, the Board of Directors or the Executive
Committee. The Assistant Secretaries and Assistant Treasurers shall, in the
absence of the Secretary or Treasurer, respectively, perform all functions and
duties which such absent officers may delegate, but such delegation shall not
relieve the absent officer from the responsibilities and liabilities of his
office. The Assistant Secretaries may sign, with the Chairman and Chief
Executive Officer, the President or an Executive Vice President or a Vice
President, certificates for shares of the corporation, the issue of which shall
have been authorized by a resolution of the Board of Directors. The Assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine.

SECTION 7.13. Assistant Vice Presidents. The Assistant Vice Presidents
shall, in general, perform such duties as shall be assigned to them by the
President, any Vice President, the Board of directors or the Executive
Committee. The Assistant Vice Presidents shall, in the absence of a Vice
President, perform all functions and duties which such absent officer may
delegate, but such delegation shall not relieve the absent officer from the
responsibilities and liabilities of his office.

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ARTICLE VIII

CERTIFICATES OF STOCK

SECTION 8.1. Issuance. Each stockholder of this corporation shall be
entitled to a certificate or certificates showing the number of shares of stock
registered in his name on the books of the corporation. The certificates shall
be in such form as may be determined by the Board of Directors, shall be issued
in numerical order and shall be entered in the books of the corporation as they
are issued. They shall exhibit the holder's name and number of shares and shall
be signed by the Chairman and Chief Executive Officer, the President or a Vice
President, and by the Secretary or an Assistant Secretary. Any or all of the
signatures on the certificate may be facsimiles. If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and rights shall
be set forth in full or summarized on the face or back of the certificate which
the corporation shall issue to represent such class of stock; provided that,
except as otherwise provided by statute, in lieu of the foregoing requirements
there may be set forth on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, a statement
that the corporation will furnish without charge to each stockholder who so
request the designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and rights. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in the
case of a lost, stolen, destroyed or mutilated certificate a new one may be
issued therefor in accordance with Section 8.2 of the by-laws. Certificates
shall not be issued representing fractional shares of stock.

SECTION 8.2. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates therefore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or

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certificates, or his legal representative, to advertise the same in such manner
as it shall require or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate or certificate alleged to have been lost,
stolen or destroyed or both.

SECTION 8.3. Transfers. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the older certificate and record the
transaction upon its books. Transfers of shares shall be made only on the
books of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
corporation or the transfer agent, if any.

SECTION 8.4. Registered Stockholders. The corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Delaware.

ARTICLE IX

DIVIDENDS

SECTION 9.1. Declaration. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of capital stock, subject to the provisions of the Certificate of
Incorporation.

SECTION 9.2. Reserve. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think
conducive to the interest of the

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corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.

ARTICLE X

INDEMNIFICATION

SECTION 10.1. Third Party Actions. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of his service as a member of the
Indemnified Class. For purposes of this Article X, the Indemnified Class shall
include any person who is or was director, (including an advisory director)
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans. The corporation shall indemnify
any member of the Indemnified Class against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a pleas of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in good or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 10.2. Actions by or in the Right of the Corporation. The
corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a member of the Indemnified Class against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or

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matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.

SECTION 10.3. Determination of Conduct. The determination that
director, officer, employee or agent (including an advisory director), has or
has not met the applicable standard of conduct set forth in Sections 10.1 and
10.2 (unless indemnification is ordered by a court) shall be made (1) by the
Board of Directors by a majority vote of quorum consisting of Directors who were
not parties to such action, suit or proceeding, or (2) if such quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

SECTION 10.4. Payment of Expenses in Advance. Expenses incurred in
defending a civil or criminal action, suit or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized in this Article X.

SECTION 10.5 Indemnity Not Exclusive. The indemnification provided
hereunder or granted pursuant to the other subsections of that Article shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any other by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director (including any advisory director), officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

SECTION 10.6 Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director (including any
advisory director), officer, employee or agent of the corporation, or is or was
servicing at the request of the corporation as a director (including any
advisory director), officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including

18
<PAGE> 22
service to employee benefit plans, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article X of these by-laws.

SECTION 10.6. Constituent Corporation. For the purposes of this Article
X, reference to "the corporation" include all constitute corporations absorbed
in a consolidation or merger as well as the resulting or surviving corporation
so that any person who is or was a director (including an advisory director),
officer, employee or agent of such a constituent corporation or is or was
servicing at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this Article X with respect to the resulting or surviving corporation as he
would if he had served the resulting or surviving corporation in the same
capacity.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Seal. The corporation seal shall have inscribed thereon
the name of the corporation and the words "Corporate Seal, Delaware." The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced.

SECTION 11.2. Books. The books of the corporation may be kept (subject
to any provision contained in the statutes) outside the State of Delaware at
the offices of the corporation at Houston, Texas, or at such other place or
places as may be designated from time to time by the Board of Directors.

ARTICLE XII

AMENDMENT

SECTION 12. Amendment. These by-laws may be altered, amended or repealed
at any regular or special meeting of the Board of Directors without prior
notice.

<PAGE> 1
EXHIBIT 1.A(8)(a)(i)

DISTRIBUTION AGREEMENT

AGREEMENT, made as of the 28th day of February 1997, by and between AIM
SUMMIT FUND, INC., a Maryland corporation (the "Company), and A I M
DISTRIBUTORS, INC., a Delaware corporation (the "Distributor").

WITNESSETH

WHEREAS, the Company is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended; and

WHEREAS, the Distributor sponsors systematic investment plans (the
"Plans") based upon shares of the common stock of the Company, and the
Distributor desires to arrange for the acquisition of Company shares for deposit
and use under the Plans; and

WHEREAS, the Company and the Distributor desire to enter into a new
agreement appointing the Distributor as the principal distributor of the shares
of common stock of the Company.

NOW, THEREFORE, in consideration of the premises and of other good and
valuable consideration by each of the parties hereto to the other party paid and
of the agreements, covenants and obligations herein contained:

1. The Company appoints the Distributor as the principal distributor of
Company shares for a term of two years commencing upon the date first above
written and continuing thereafter for consecutive periods of one year provided
the continuance of this Agreement is approved at least annually (a) by the
Company's Board of Directors, including a majority of the members of the Board
of Directors who are not parties to the Agreement or interested persons of any
such party (other than as a Company director), in person at a meeting called for
such purpose or (b) by the affirmative vote of the holders of either: (i) 67% or
more of the Company shares voting (if more than 50% of the outstanding Company
shares are voted) or (ii) more than 50% of the outstanding Company shares.
Notwithstanding the termination of this Agreement, the Company agrees to sell
sufficient Company shares to the Distributor or any bank or banks acting as
custodian for the Plans to permit completion of all Plans begun prior to such
termination. The Distributor represents and agrees that it will use its best
efforts to sell Plans based upon Company shares throughout the term of this
Agreement.

2. The Company shall use its best efforts in maintaining registration
of itself and its securities under the Investment Company Act of 1940, as
amended (the "Act"), and the Securities Act of 1933, as amended, and shall bear
all expenses in connection therewith. The Company shall

-1-

<PAGE> 2

provide to the Distributor or the bank or banks acting as custodian for the
Plans sold by the Distributor a sufficient number of copies of any and all
general mailings, together with the necessary envelopes, including, without
limitation, proxy material, proxies, annual, semi-annual and quarterly reports,
sent from time to time to the holders of Company shares so as to provide a
single copy, together with the necessary envelope and postage, to each holder of
a Plan. The Company agrees to furnish all the above-mentioned material at no
cost to the Distributor. The Distributor agrees that it will furnish the Company
for its files two copies of all material supplied to holders of Plans by the
Distributor. The Company shall provide to the Distributor, at printer's over-run
costs, such additional copies of its prospectus and its annual, semi-annual and
other reports and communications to shareholders as the Distributor may
reasonably require for sales purposes. It is understood that the Distributor is
a wholly-owned subsidiary of A I M Advisors, Inc., the investment adviser to the
Company ("AIM"), and that AIM is a wholly-owned subsidiary of A I M Management
Group Inc., and that the Company's agreement to supply information and printed
material described in this Agreement may be fulfilled by AIM.

3. The Company shall cooperate in the qualification of Company shares
under the laws of the various states of the United States and shall execute and
deliver such documents as may reasonably be required for such purpose, but the
Company shall not be required to qualify as a foreign corporation in any
jurisdiction, nor effect any modification of its policies or practices without
prior approval of the Company's officers. The officers of the Company shall
determine whether it is desirable to qualify or continue to offer Company shares
in any jurisdiction.

4. The Distributor agrees that all solicitations for subscriptions to
Company shares shall be made in accordance with the Company's Articles of
Incorporation and By-laws, Registration Statement and Prospectus, and shall not
at any time or in any manner violate any provisions of the laws of the United
States or of any state or other jurisdiction in which solicitations are then
being made. The Distributor may enter into sales agreements with dealers to sell
Company shares.

5. The Distributor shall purchase from the Company as principal, and
the Company agrees to sell to the Distributor at the net asset value thereof,
Company shares sufficient to meet the requirements of all such Plans as are
sold, distributed and/or issued by the Distributor. Such shares will be sold to
the Distributor at net asset value computed in the manner set forth in the
Company prospectus in effect at the time of sale of such shares. The Distributor
shall not maintain a long or short position in Company shares for its own
account, except as may incidentally result from cancellation or by-in of orders
made by it or its dealers for customers because of such customer's failure to
pay.

-2-

<PAGE> 3

6. The agreement on the part of the Company to sell Company shares upon
demand, at net asset value as set forth in paragraph 5 hereof, is subject to the
following limitations:

(a) that the Plans are maintained in good standing as unit
investment trusts under the Federal Securities Laws;

(b) that the membership of the Distributor in the National
Association of Securities Dealers, Inc. and its registration
as broker-dealer under the Securities Exchange Act of 1934, as
amended, have not been cancelled, revoked or suspended; and

(c) that the Distributor is not in violation of any of the
federal or state laws and regulations relating to the
registration and sale of said Plans.

If the Distributor shall, within 30 days after a default under any of the
provisions of this paragraph, cure such default to the reasonable satisfaction
of the Company, then the agreement of the Company to sell at the net asset value
Company shares in accordance with paragraph 5 hereof shall remain unimpaired,
anything in this paragraph 6 to the contrary notwithstanding.

7. The Distributor's right to purchase Company shares at net asset
value for resale shall be exclusive, except that:

(a) the Company may issue its shares at their net asset value
to any shareholder of the Company purchasing such shares with
dividends or other distributions received from the Company
pursuant to an offer made to all shareholders;

(b) the Company may issue its shares at their net asset value
in connection with certain classes of transactions or to
certain classes of persons as set forth in the then current
prospectus of the Company;

-3-

<PAGE> 4

(c) the Distributor may, and when requested by the Company
shall, suspend its efforts to effectuate sales of Company
shares at any time when in the opinion of the Distributor or
of the Company no sales should be made because of market or
other economic considerations or abnormal circumstances of any
kind; and

(d) the Company may withdraw the offering of its common stock
(i) at any time with the consent of the Distributor, or (ii)
without such consent when so required by the provisions of any
statute or of any order, rule or regulation of any
governmental body having jurisdiction.

It is mutually understood and agreed that the Distributor
does not undertake to sell all or any specific portion of the
shares of common stock of the Company.

8. The Distributor may from time to time, whenever it is in the best
interest of holders of Plans, substitute a new investment medium for the Company
shares theretofore employed (such substitution to be made as to the Company
shares already purchased and to be purchased, or only as to Company shares to be
purchased), provided that no substitution shall result in a direct or indirect
payment, commission or other compensation to the Distributor or any subsidiary
or affiliate of the Distributor, and provided, further, that such substituted
shares are generally comparable in character and quality to the Company shares
theretofore purchased under the Plans and meet with the approval of the
custodian of the Plans and are shares registered with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, so long as
that statute remains in force; and further provided, that before any
substitution may be made, the Distributor shall:

(a) Give notice of the proposed substitution to the Company
and the custodian of the Plans and first satisfy the custodian
that arrangements have been entered into by the Distributor
which reasonably assure that the new shares will be available
for purchase by the custodian and subject to redemption on
terms generally as

-4-

<PAGE> 5

favorable as those applicable to the Company shares currently
employed as the investment medium;

(b) Give written notice to each holder of a Plan of the
proposed substitution giving a reasonable description of the
new shares and notifying each holder of a Plan that unless he
surrenders his Plan to the custodian for termination within 30
days of the date of such notice, he will be conclusively
deemed to have authorized the substitution, and to have agreed
to bear his pro rata share of the actual expenses including
tax liability incurred by the custodian and the Distributor in
connection therewith;

(c) In the case of substitution of new shares for Company
shares already purchased, arrange that the custodian will be
furnished, without payment of sales commission or fees, with
new shares having an aggregate value on the basis of their net
asset value at lease equal to the aggregate value of the old
Company shares similarly computed, or computed on the basis of
the best available bid price the custodian is able to obtain
for such old Company shares in the event the issuer thereof
does not quote the net asset value at the time in question;

(d) Furnish the custodian with a certificate signed by the
President or Secretary of the Distributor, showing that the
Distributor has given notice to each holder of a Plan as above
provided; and

(e) File an application with the Securities and Exchange
Commission.

9. The Company agrees to indemnify and hold the Distributor and each
person (if any) who controls the Distributor within the meaning of Section 15 of
the Securities Act of 1933 harmless from and against any and all losses, claims,
damages and liabilities caused by or alleged to exist by reason of any untrue
statement or alleged untrue statement of a material fact contained in the

-5-

<PAGE> 6

Company's Registration Statement or Prospectus (as amended or supplemented if
the Company shall have made any amendments or supplements thereto) or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such statement or omission or alleged untrue statement or omission shall have
been furnished by the Company for use in the Registration Statement or
Prospectus.

The Distributor agrees that, promptly upon its receipt of notice of the
commencement of any action against the Distributor or against any person so
controlling the Distributor, in respect of which indemnity or reimbursement may
be sought from the Company on account of its agreement in the preceding
paragraph, notice in writing will be given to the Company of the commencement
thereof. Thereupon, the Company shall be entitled to participate, to the extent
that it shall wish (including the selection of counsel), in the defense thereof.
The Distributor or any such controlling person shall have the right, at its or
his own expense, to employ separate counsel in any such case.

In the event that any such claim for indemnification is made by any
officer, director or person in control of the Distributor within the meaning of
Section 15 of the Securities Act of 1933 who is also an officer or director of
the Company, the Company will submit to a court of appropriate jurisdiction the
question of whether or not indemnification by it is against public policy as
expressed in the Securities Act of 1933, the Securities Exchange Act of 1934,
and the Act, and will be governed by the final adjudication of such question.

Notwithstanding anything to the contrary contained herein, the
foregoing indemnity does not protect or purport to protect or indemnity the
Distributor for any liability to the Company or to holders of Company shares to
which it 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.

10. The Distributor agrees to indemnify and hold harmless the Company,
its officers, directors or agents to the same extent as in the foregoing
indemnity from the Company to the Distributor, arising by reason of the
sponsorship or distribution by the Distributor of Plans based upon Company
shares, but only with respect to any untrue statement or omission or alleged
untrue statement or omission based upon information furnished in writing to the
Company by the Distributor or by any person on behalf of or at the request of
the Distributor, excluding the Company, expressly for use in the Registration
Statement or Prospectus. The Distributor also agrees to indemnify and hold
harmless the Company, its officers, agents and directors from and against any
and all losses, claims damages and liabilities caused by or alleged to exist by
reason of sales activities by it or its authorized agents, in violation of the
laws of the United States or of any state or other jurisdiction

-6-

<PAGE> 7

in which solicitations are made or any rule or regulation promulgated by any
lawfully constituted authority.

In case any action shall be brought against the Company, its officers,
directors or agents, in respect of which it may seek indemnity or reimbursement
from the Distributor on account of the agreement of the Distributor contained in
the preceding paragraph, the Distributor shall have the rights and duties given
to the Company, and the Company, its directors, officers or agents shall have
the rights and duties given to the Distributor, in the second, third and fourth
paragraphs of paragraph 9.

11. This Agreement may be terminated at any time, without the payment
of any penalty, by vote of the Board of Directors of the Company or by vote of a
majority of the outstanding voting securities of the Company, or by the
Distributor, on sixty (60) days' written notice to the other party. This
Agreement shall automatically terminate in the event of its assignment, as
defined in the Act, by the Distributor.

IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto the day and year first above written.

AIM SUMMIT FUND, INC.

ATTEST:
By: /s/ ROBERT H. GRAHAM
-------------------------------
Name: Robert H. Graham
Title: President
/s/ DAVID L. KITE
-----------------------
Name: David L. Kite
Title: Assistant Secretary

A I M DISTRIBUTORS, INC.

ATTEST:

By: /s/ MICHAEL J. CEMO
-------------------------------
Name: Michael J. Cemo
Title: President
/s/ OFELIA M. MAYO
-----------------------
Name: Ofelia M. Mayo
Title: Assistant Secretary

-7-

<PAGE> 1
EXHIBIT 1.A(8)(a)(ii)

AMENDMENT NO. 1
DISTRIBUTION AGREEMENT

Amendment No. 1 , made this 1st day of March 1999 by and
between AIM SUMMIT FUND, INC., a Maryland corporation (the "Company") and A I M
DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") to that certain
agreement made as of the 28th day of February, 1997 (the "Distribution
Agreement").

WHEREAS, the Company and the Distributor have entered into the
Distribution Agreement; and

WHEREAS, the Company has divided its common stock into two
classes named Class I Shares and Class II Shares; and

WHEREAS, the parties desire to clarify that the Distributor
will act as the principal distributor of both Class I Shares and Class II Shares
of Common Stock; and

WHEREAS, the Distributor is to be compensated by the Company
for distribution efforts relating to Class II Shares.

NOW, THEREFORE, in consideration of the premises and of other
good and valuable consideration by each of the parties hereto to the other party
paid and of the agreements, covenants and obligations herein contained and
intending to be legally bound, the parties hereto agree as follows:

1. Except as set forth below, the terms "Company shares," "its
shares," "Company common stock" and "its common stock" as used
in the Distribution Agreement shall mean Class I Shares and
Class II Shares of the Company.

2. Section 1(b) provides that the Distribution Agreement may be
continued by the affirmative vote of a specified percentage of
the holders of the Company's shares. Section 11 provides that
the Distribution Agreement may be terminated by the vote of a
majority of the outstanding voting securities of the Company.
In order to make it clear that the Distribution Agreement may
be continued or terminated, as the case may be, on a class
basis, all references to the Company's shares or to the
outstanding voting securities of the Company in paragraph 1(b)
and paragraph 11 of the Distribution Agreement shall mean
Class I Shares or Class II Shares of the Company, as the case
may be.

3. A new paragraph 12 shall be added which reads in its entirety
as follows:

12. Subject to the limitations, if any, of applicable law
including the applicable National Association of
Securities Dealers, Inc. ("NASD") Conduct Rules
(formerly, the NASD Rules of Fair Practice) regarding
asset-based sales charges, the Company shall pay to
the Distributor as a reimbursement for all or a
portion of such expenses, or as

<PAGE> 2

reasonable compensation for distribution of the Class
II Shares, an asset-based sales charge in an amount
equal to 0.05% per annum of the average daily net
asset value of the Class II Shares from time to time
(the "Distributor's 12b-1 Share"), such sales charge
to be payable pursuant to the distribution plan
adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940 Act (the "Plan"). The
Distributor's 12b-1 Share shall accrue daily and be
paid to the Distributor as soon as practicable after
the end of each such calendar month (unless the
Distributor shall specify a later date in written
instructions to the Company). The Distributor shall
maintain adequate books and records to permit
calculations periodically (but not less than monthly)
of, and shall calculate on a monthly basis, the
Distributor's 12b-1 Share to be paid to the
Distributor. The Company shall be entitled to rely on
Distributor's books, records and calculations
relating to Distributor's 12b-1 Share.

4. Except as modified by this Amendment Agreement, the
Distribution Agreement is hereby ratified and confirmed and
remains in full force and effect.

IN WITNESS WHEREOF, this Amendment Agreement has been duly
executed by the parties hereto.

DATED: March 1, 1999 AIM SUMMIT FUND, INC.
--------------------

ATTEST:

By: /s/ ROBERT H. GRAHAM
- -------------------------- ----------------------------
Name: Name: Robert H. Graham
Title: Title: President

A I M DISTRIBUTORS, INC.

ATTEST:

By: /s/ MICHAEL J. CEMO
- -------------------------- ----------------------------
Name: Name: Michael J. Cemo
Title: Title: President

<PAGE> 1
EXHIBIT 1.A(10)(a)
================================================================================
[A I M LOGO APPEARS HERE]

AIM SUMMIT INVESTORS PLANS
APPLICATION
SUMMIT INVESTORS PLANS I [ ]
SUMMIT INVESTORS PLANS II [ ]

New Account # The objective in purchasing this plan is
----------------------- ---------------------------------------------------
Special Pricing Breakpoint (Dealer Use)

Special pricing applicable? [ ]Yes [ ]No | |
|-----------------|
Monthly Unit $ List all associated account numbers and monthly amounts.
---------- $
-------------------------------------------------------- --------------
Total Plan Amount $ $
---------- -------------------------------------------------------- --------------
$
Initial Investment $ -------------------------------------------------------- --------------
---------- $
-------------------------------------------------------- --------------
- ------------------------------------ -------------------------------------------------------------------------------------------
</TABLE>
REGISTRATION - PLEASE PRINT OR TYPE
<TABLE>
<CAPTION>
<S> <C> <C>
- ------------------- ------------------------------------------------------------------------------------------------------------

Register Plan as Follows
Individual - -
Joint Tenant ---------------------------------------------------------------------- ------- ------- -------
with Right of First Name Middle Initial Last Social Security Number
Survivorship (If joint tenants, use Social
---------------------------------------------------------------------- Security Number of the first
First Name Middle Initial Last joint tenant listed.)

----------------------------------------------------------------------
Custodian's Name
- -
Uniform Gifts/ ---------------------------------------------------------------------- ------- ------- -------
Transfer Minor's Name (only one permitted) Social Security Number of Minor
to Minors
- -
------- ------- -------
Birthdate of Minor

under the [ ]Uniform Gifts to Minors Act [ ] Uniform Transfer to Minors Act
------------------------------
State
- ------------------- ------------------------------------------------------------------------------------------------------------

-
Corporation, ---------------------------------------------------------------------- ------- -----------------
Trusts or Name of Corporation or Trustee(s) Taxpayer Identification No.
other Fiduciaries
- -
---------------------------------------------------------------------- ------- ------- -------
Name of Trust Date of Trust

- ------------------- ------------------------------------------------------------------------------------------------------------

------------------------------------------- ------------------------ ----------- ----------
Address Street or P.O. Box City State Zip
&
Citizenship - -
------- ------- ------- Nonresident Alien Yes[ ] No[ ] -----------------------------
Telephone if yes, citizen of
- ------------------- ------------------------------------------------------------------------------------------------------------
</TABLE>

TELEPHONE WITHDRAWAL OR LIQUIDATION FEATURE - Unless indicated below, I
authorize BFDS to accept instructions from any person to redeem up to 90% of the
share value of my account(s) by telephone, in accordance with the procedures and
conditions set forth in the AIM Summit Investors Plans I or II/AIM Summit Fund,
Inc. current prospectus.

[ ] I DO NOT WANT THE TELEPHONE REDEMPTION PRIVILEGE.

Redemptions by telephone must be for an amount of $50,000 or less and will be
sent by check via U.S. Mail to the address of record. In the event that the
mailing address has been changed within 30 days of the redemption request, the
redemption request must be in writing.

A I M Distributors, Inc. and BFDS will not be liable for any loss, expense or
cost arising out of any telephone redemption request effected in accordance with
the authorization(s) set forth in this Application if they reasonably believe
such request to be genuine, but may in certain cases be liable for losses due to
unauthorized or fraudulent transactions. Procedures for verification of
telephone transactions may include recordings of telephone transactions and
requests for confirmation of the shareholder's Social Security number and
current address. Mailings of confirmations occur promptly after the transaction.

- --------------------------------------------------------------------------------
The undersigned warrant(s) that I (we) have full authority and, if a natural
person, I (we) am (are) of legal age to purchase shares pursuant to this
Application, and have received a current prospectus for the fund.
- --------------------------------------------------------------------------------
WITHHOLDING INFORMATION (Substitute Form W-9)
Under the Interest and Dividend Tax Compliance Act of 1983, we are required to
have the following certification: Under the penalties of perjury, I certify
that:
(1) The number shown above is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me), AND
(2) I am not subject to backup withholding because (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service that I am subject to backup withholding as a result of
a failure to report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup withholding.
You must cross out item 2 above if you have been notified by the IRS that you
are currently subject to backup withholding because of underreporting interest
or dividends on your tax return. For real estate transactions, item 2 does not
apply. For mortgage interest paid, the acquisition or abandonment of secured
property, contributions to an individual retirement arrangement (IRA), and
generally payments other than interest and dividends, you are not required to
sign the Certification, but you must provide your correct Taxpayer
Identification Number.
- --------------------------------------------------------------------------------
SIGNATURE PROVISIONS
I/We, the undersigned Depositor(s), have read and understand the foregoing
Application and the attached material included herein by reference. In addition,
I/we certify that the information which I/we have provided and the information
which is included within the Application and the attached material included
herein by reference is accurate including but not limited to the representations
contained in the Withholding Information Section of this Application above. [THE
INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS
DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.]

Signature of Owner* X Date
--------------------------------- --------------------

Signature of Joint Owner X Date
--------------------------- --------------------

*If a corporate or trust account, authorized signor should indicate title (e.g.,
President, Treasurer, or Trustee.)
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------------------

A Pre-authorized Check Application is attached [ ]Yes [ ]No MAIL APPLICATION AND INITIAL INVESTMENT TO:
Check box for Government Allotment [ ] A I M Distributors, Inc. P.O. Box 4264, Houston, Texas 77210-4264

MAKE ALL CHECKS PAYABLE TO: State Street Bank and Trust Company
- -----------------------------------------------------------------------------------------------------------------------------------
Dealer Name Authorized Signature X
--------------------------------------------- -------------------------------------------------

Branch Office (Location)
-----------------------------------------------------------------------------------------------------------

Representative Representative's Signature X
------------------------------------------ -------------------------------------------
Number
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE> 2

Section references are to the Internal Revenue Code.

PURPOSE OF FORM. -- A person who is required to file an information return with
the IRS must get your correct TIN to report income paid to you, real estate
transactions, mortgage interest you paid, the acquisition or abandonment of
secured property, cancellation of debt or contributions you made to an IRA. Use
Form W-9 to give your correct TIN to the requester (the person requesting your
TIN) and when applicable, (1) to certify the TIN you are giving is correct (or
you are waiting for a number to be issued), (2) to certify you are not subject
to backup withholding, or (3) to claim exemption from backup withholding if you
are an exempt payee. Giving your correct TIN and making the appropriate
certifications will prevent certain payments from being subject to backup
withholding.

Note: If a requester gives you a form other than a W-9 to request your TIN, you
must use the requester's form if it is substantially similar to this Form W-9.

WHAT IS BACKUP WITHHOLDING? - Persons making certain payments to you must
withhold and pay to the IRS 31% of such payments under certain conditions. This
is called "backup withholding." Payments that could be subject to backup
withholding include interest, dividends, broker and barter exchange
transactions, rents royalties, nonemployee pay, and certain payments from
fishing boat operators. Real estate transactions are not subject to backup
withholding.

If you give the requester the correct TIN, make the proper certifications, and
report all your taxable interest and dividends on your tax return, your payments
will not be subject to backup withholding. Payments you receive will be subject
to backup withholding if:

1. You do not furnish your TIN to the requester, or

2. The IRS tells the requester that you furnished an incorrect TIN, or

3. The IRS tells you that you are subject to backup withholding because you
did not report all your interest and dividends on your tax return (for
reportable interest and dividends only), or

4. You do not certify to the requester that you are not subject to backup
withholding under 3 above (for reportable interest and dividend accounts opened
after 1983 only), or

5. You do not certify your TIN. See the Part III instructions for
exceptions.

Certain payees and payments are exempt from backup withholding and
information reporting. See the Part II instructions and the separate
instructions for the Requester of Form W-9.

HOW TO GET A TIN. -- If you do not have a TIN, apply for one immediately. To
apply, get FORM SS-5, Application for a Social Security Number Card (for
individuals), from your local office of the Social Security Administration, or
FORM SS-4, Application for Employer Identification Number (for business and all
other entities), from your local IRS office.

If you do not have a TIN, write "Applied For" in the space for the TIN in
Part I, sign and date the form, and give it to the requester. Generally, you
will then have 60 days to get a TIN and give it to the requester. If the
requester does not receive your TIN within 60 days, backup withholding, if
applicable, will begin and continue until you furnish your TIN.

NOTE: Writing "Applied For" on the form means that you have already applied for
a TIN or that you intend to apply for one soon.

As soon as you receive your TIN, complete another Form W-9, include your TIN,
sign and date the form, and give it to the requester.

PENALTIES

FAILURE TO FURNISH TIN. -- If you fail to furnish your correct TIN to a
requester, you are subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.

CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you make
a false statement with no reasonable basis that results in no backup
withholding, you are subject to $500 penalty.

CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

MISUSE OF TINs. -- If the requesters discloses or uses TINs in violation of
Federal law, the requester may be subject to civil and criminal penalties.

SPECIFIC INSTRUCTIONS

NAME. -- If you are individual, you must generally enter the name shown on your
social security card. However, if you have changed your last name, for instance,
due to marriage, without informing the Social Security Administration of the
name change, please enter your first name, the last name shown on your social
security card, and your new last name.

SOLE PROPRIETOR. -- You must enter your individual name. (Enter either your SSN
or EIN in Part 1.) You may enter your business name or "doing business as" name
on the business name line. Enter your name as shown on your social security card
and business name as it was used to apply for your EIN on Form SS-4.

PART I -- TAXPAYER IDENTIFICATION NUMBER (TIN)

You must enter your TIN in the appropriate box. If you are a sole proprietor,
you may enter your SSN or EIN. Also see the chart on this page for further
clarification of name and TIN combinations. If you do not have a TIN, follow the
instructions under How to Get a TIN on page 1.

PART II -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING

Individuals (including sole proprietors) are not exempt from backup withholding.
Corporations are exempt from backup withholding for certain payments, such as
interest and dividends. For a complete list of exempt payees, see the separate
instructions for the Requester of Form W-9.

If you are exempt from backup withholding, you should still complete this form
to avoid possible erroneous backup withholding. Enter your correct TIN in Part
I, write "Exempt" in Part II, and sign and date the form. If you are a
nonresident alien or a foreign entity not subject to backup withholding, give
the requester a completed Form W-8, Certificate of Foreign Status.

PART III -- CERTIFICATION

For a joint account, only the person whose TIN is shown in Part I should sign.

1. INTEREST, DIVIDEND, AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984 AND
BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1983. You must give your correct TIN,
but you do not have to sign the certification.

2. INTEREST, DIVIDEND, BROKER, AND BARTER EXCHANGE ACCOUNTS OPENED AFTER
1983 AND BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item 2 in the certification before signing the form.

3. REAL ESTATE TRANSACTIONS. You must sign the certification. You may cross
out item 2 of the certification.

4. OTHER PAYMENTS. You must give your correct TIN, but you do not have to
sign the certification unless you have been notified of an incorrect TIN. Other
payments include payments made in the course of the requester's payments made in
the course of the requester's trade or business for rents, royalties, goods
(other than bills for merchandise), medical and health care services, payments
to a nonemployee for services (including attorney and accounting fees), and
payments to certain fishing boat crew members.

5. MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF SECURED
PROPERTY, CANCELLATION OF DEBT, OR IRA CONTRIBUTIONS. You must give your correct
TIN, but you do not have to sign the certification.

PRIVACY ACT NOTICE

Section 6109 requires you to give your correct TIN to persons who must file
information returns with the IRS to report interest, dividends, and certain
other income paid to you, mortgage interest you paid, the acquisition or
abandonment of secured property, cancellation of debt, or contributions you made
to an IRA. The IRS uses the numbers for identification purposes and to help
verify the accuracy of your tax return. You must provide your TIN whether or not
you are required to file a tax return. Payers must generally withhold 31% of
taxable interest, dividend, and certain other payments to a payee who does not
give a TIN to a payer. Certain penalties may also apply.

WHAT NAME AND NUMBER TO GIVE THE REQUESTER
<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------
For this type of account: Give name and SSN of:
- -------------------------------------------------------------------------------
<S> <C>
1. Individual The individual

2. Two or more individuals (joint The actual owner of the account
account) or, if combined funds, the first
individual on the account(1)

3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)

4. a. The usual recoverable The grantor - trustee(1)
savings trust (grantor is
also trustee)

b. So-called trust account that The actual owner(1)
is not a legal or valid trust
under state law

5. Sole proprietorship The owner(1)

- -------------------------------------------------------------------------------
For this type of account: Give name and EIN of:
- -------------------------------------------------------------------------------

6. Sole proprietorship The owner(3)

7. A valid trust, estate, or Legal entity(4)
pension trust

8. Corporate The corporation

9. Association, club, religious, The organization
charitable, educational, or
other tax-exempt organization

10. Partnership The partnership

11. A broker or registered nominee The broker or nominee

12. Account with the Department The public entity
of Agriculture in the name of a
public entity (such as a state
or local government, school
district or prison) that receives
agricultural program payments

- -------------------------------------------------------------------------------
</TABLE>

(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's SSN.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may also use either your SSN or EIN.
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title.)

NOTE: if no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.

<PAGE> 1
EXHIBIT 2.

[BALLARD SPAHR ANDREWS & INGERSOLL, LLP LETTERHEAD]

April 30, 1999

A I M Distributors, Inc.
11 Greenway Plaza, Suite 100
Houston, TX 77046-1173

Re: AIM Summit Investors Plans II
Registration Statement on Form S-6

Gentlemen:

A I M Distributors, Inc. ("AIM Distributors"), a Delaware
corporation, is filing with the Securities and Exchange Commission under the
Investment Company Act of 1940 a Registration Statement on Form N-8B-2
registering AIM Summit Investors Plans II as a unit investment trust of which
AIM Distributors is the principal underwriter and sponsor. AIM Distributors is
also filing with the Securities and Exchange Commission under the Securities
Act of 1933 a Registration Statement on Form S-6, also covering the
registration of AIM Summit Investors Plans II.

In connection with our giving this opinion, we have examined
the Registration Statements for AIM Summit Investors Plans II and have also
examined the custodian agreement, dated April 29, 1999 (the "Custodian
Agreement") between AIM Distributors and State Street Bank and Trust Company
(the "Custodian") under the terms of which AIM Summit Investors Plans II are
issued. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, records and other
instruments as we have deemed necessary or advisable for purposes of this
opinion. As to various questions of fact material to our opinion, we have
relied upon information provided by officers of AIM Distributors.

Based on the foregoing, it is our opinion that AIM
Distributors has duly entered into the Custodian Agreement with the Custodian
and that the Custodian Agreement is a valid

<PAGE> 2

A I M Distributors, Inc.
April 30, 1999
Page 2

and binding agreement of AIM Distributors. It is also our opinion that the AIM
Summit Investors Plans II, when issued in the manner contemplated by the
Custodian Agreement and the Registration Statements, will constitute legal,
valid and binding obligations on the part of AIM Distributors.

We express no opinion concerning the laws of any jurisdiction
other than the federal law of the United States of America and the General
Corporation Law of Delaware.

We consent to the filing of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ Ballard Spahr Andrews & Ingersoll, LLP