<PAGE> 1
As filed with the Securities and Exchange Commission on April 30, 1999
Registration No.____________________
Securities and Exchange Commission
Washington, D.C. 20549
FORM N-8B-2
Registration Statement of Unit Investment Trusts
Which are Currently Issuing Securities
Pursuant to Section 8(b) of the
Investment Company Act of 1940
AIM SUMMIT INVESTORS PLANS II
(Name of Unit Investment Trust)
Not Currently the Issuer of Periodic
----
Payment Plan Certificates
X Issuer of Periodic Payment Certificates
----
<PAGE> 2
PART I. ORGANIZATION AND GENERAL INFORMATION
1. (a) Furnish name of the trust and the Internal Revenue Service
Employer Identification Number. (According to security designation or otherwise,
if the trust does not have or does not transact business under any other
designation).
AIM Summit Investors Plans II (hereinafter the "Trust" or
"Plans")
Internal Revenue Service Employer Identification No.
76-0603040
(b) Furnish title of each class or series of securities issued by
the trust.
AIM Summit Investors Plans II
2. Furnish name and principal business address and ZIP Code and the Internal
Revenue Service Employer Identification Number of each depositor of the trust.
(Note definition of "depositor" in general instructions).
A I M Distributors, Inc.
11 Greenway Plaza
Suite 100
Houston, Texas 77046
Internal Revenue Service Employer Identification No. 74-1894784
A I M Distributors, Inc. is hereinafter referred to as
the "Depositor" or the "Sponsor/Depositor")
3. Furnish name and principal business address and ZIP Code and the Internal
Revenue Service Employer Identification Number of each custodian or trustee of
the trust indicating for which class of series or securities each custodian or
trustee is acting.
State Street Bank and Trust Company (the "Trustee", or the
"Custodian/Trustee") P.O. Box 8300
Boston, Massachusetts 02266-8300
Internal Revenue Service Employer Identification No.
04-1867445
State Street Bank and Trust Company is acting as custodian
for AIM Summit Investors Plans II.
4. Furnish name and principal business address and ZIP Code and the Internal
Revenue Service Employer Identification Number of each principal underwriter
currently distributing securities or the trust.
A I M Distributors, Inc.
11 Greenway Plaza
Suite 100
Houston, Texas 77046
Internal Revenue Service Employer Identification No.
74-1894784
2
<PAGE> 3
5. Furnish name of state or other sovereign power, the laws of which
govern with respect to the organization of the trust.
The Commonwealth of Massachusetts
6. (a) Furnish the dates of execution and termination of any
indenture or agreement currently in effect under the terms of which the trust
was organized and issued or proposes to issue securities. (If individual
indentures or agreements are entered into with security holders, so state and
furnish the date of the first such indenture or agreement).
Individual agreements (the Plans) will be entered into with
Plan investors (hereinafter referred to as "Planholders"). A
Plan represents an agreement among the Planholder, the
Sponsor, and the Custodian under which amounts invested
(after deduction of a front-end sales load ( the "Creation
and Sales Charge") and other fees) are used to purchase
shares of the AIM Summit Fund Inc. (the "Fund") at net asset
value.
(b) Furnish the dates of execution and termination of any
indenture or agreement currently in effect pursuant to which the proceeds of
payments on securities issued or to be issued by the trust are held by the
custodian or trustee. (If this indenture or agreement is the same as set forth
in Item 6(a), so state).
Custodian Agreement, dated April 29, 1999, between the
Custodian/Trustee and the Sponsor/Depositor. See Item 20(b)
for termination provisions.
7. Furnish in chronological order the following information with respect to
each change of name of the trust since January 1, 1930. If the name has never
been changed, so state:
The name of the Trust has never been changed.
8. State the date on which the fiscal year of the trust ends.
October 31
MATERIAL LITIGATION
9. Furnish a description of any pending legal proceedings, material with
respect to the security holders of the trust by reason of the nature of the
claim or the amount thereof, to which the trust, the depositor, or the
principal underwriter is a party or of which the assets of the trust are the
subject, including the substance of the claims involved in such proceeding and
the title of the proceeding. Furnish a similar statement with respect to any
pending administrative proceeding commenced by a governmental authority or any
such proceeding or legal proceeding known to be contemplated by a governmental
authority. Include any proceeding which, although immaterial itself, is
representative of, or one of, a group which in the aggregate is material.
None
3
<PAGE> 4
PART II. GENERAL DESCRIPTION OF THE TRUST AND SECURITIES OF THE TRUST.
10. Furnish a brief statement with respect to the following matters for each
class or series of securities issued by the trust:
(a) Whether the securities are of the registered or bearer type
Registered.
(b) Whether the securities are of the cumulative or distributive
type.
The securities are distributive unless a contrary election is
made.
(c) The rights of security holders with respect to withdrawal or
redemption.
The sections entitled "Systematic Withdrawal Program,"
"Cancellation and Refund Rights," "Partial Withdrawal or Partial
Liquidation Without Termination" and "Complete Withdrawal or
Termination" under the caption "RIGHTS AND PRIVILEGES OF PLANHOLDERS"
in the prospectus contained in the Trust's registration statement on
Form S-6 (the "Prospectus"), filed with the Commission on April 30,
1999, (Accession No.__________________), are incorporated herein in
response to this item.
(d) The rights of security holders with respect to conversion,
transfer, partial redemption, and similar matters.
The sections entitled "Transfer or Assignment," "Systematic
Withdrawal Program," "Cancellation and Refund Rights," "Partial
Withdrawal or Partial Liquidation Without Termination," "Complete
Withdrawal or Termination," and "Plan Reinstatement Privilege" under
the caption "RIGHTS AND PRIVILEGES OF PLANHOLDERS" in the Prospectus
are incorporated herein in response to this item.
(e) If the trust is the issuer of periodic payment plan
certificates, the substance of the provisions of any indenture or agreement with
respect to lapses or defaults by security holders in making principal payments,
and with respect to reinstatement.
The sponsor or the Custodian may terminate a Plan if a
Planholder has failed to make investments under a 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).
The text under the caption "TERMINATION OF A PLAN" and the
section entitled "Plan Reinstatement Privilege" under the caption
"RIGHTS AND PRIVILEGES OF PLANHOLDERS" in the Prospectus are also
incorporated herein in response to this item.
(f) The substance of the provisions of any indenture or agreement
with respect to voting rights, together with the names of any persons other than
security holders given the right to exercise voting rights pertaining to the
trust's securities or the underlying securities and the relationship of such
persons to the trust.
4
<PAGE> 5
Planholders will receive notice of all the Fund stockholders
meetings together with proxy statements. The Custodian/Trustee will
vote the shares held in a Planholder's account as instructed by the
Planholder 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/Trustee will vote shares for which no valid voting
instructions have been received in the same proportions as it votes
shares for which it has received instructions. A Planholder may attend
any such meeting, vote the shares held in his account in person, by
making a written request to the Custodian/Trustee prior to the meeting
for a proxy which will permit the shares to be voted in person.
(g) Whether security holders must be given notice of any change
in:
(1) the composition of the assets of the trust.
Notice is required to be given.
(2) the terms and conditions of the securities issued by
the trust.
Notice and Consent is required to be given.
(3) the provisions of any indenture or agreement of the
trust.
Notice and Consent is required to be given of any amendment
to the Custodian Agreement which will adversely affect any
material right or privilege of a Planholder. Changes which
only affect Plans not yet issued maybe made by the Sponsor
and Custodian without notice.
(4) the identity of the depositor, trustee or custodian.
Notice is required to be given.
(h) Whether the consent of security holders is required in order
for action to be taken concerning any change in:
(1) the composition of the assets of the trust.
Consent of the Planholders is not required.
(2) the terms and conditions of the securities issued by
the trust.
See response to I0(g)(2)
(3) the provisions of any indenture or agreement of the
trust.
See response to I0(g)(3)
(4) the identity of the depositor, trustee or custodian.
Consent of Planholders is not required.
5
<PAGE> 6
(i) Any other principal feature of the securities issued by the
trust or any other principal right, privilege or obligation not covered by
subdivisions (a) to (g) or by any other item in this form.
The sections entitled "Planholders May Qualify for Reduced Sales
Charges," "Making Investments Ahead of Schedule to Complete a Plan Early,"
"Changing the Face Amount of a Plan," "Extended Investment Option, "
"Reinvestment of Income Dividends and Capital Gains Distributions" and
"Statement, Reports and Notices" under the caption "RIGHTS AND PRIVILEGES OF
PLANHOLDERS" in the Prospectus are also incorporated herein in response to this
item.
INFORMATION CONCERNING THE SECURITIES UNDERLYING THE TRUST'S SECURITIES
11. Describe briefly the kind or type of securities comprising the unit of
specified securities in which security holders have an interest. (If the unit
consists of a single security issued by an investment company, name such
investment company and furnish a description of the type of securities
comprising the portfolio of such investment company.)
The Trust will invest in Class II Shares of common stock of
AIM Summit Fund, Inc., a Maryland corporation, a diversified open-end
investment company which filed a Registration Statement on Form N-1A
under the Act and the Securities Act of 1933, as amended.
The Fund's investment objective is growth of capital. The
Fund seeks to meet this objective by investing primarily in common
stocks of companies that the Fund's portfolio managers believe have
the potential for growth in earnings, including small-sized growth
companies, and in common stocks believed to be under-valued relative
to other available investments. The Fund may also invest up to 20% of
its total assets in foreign securities, including securities of
companies located in developing countries, i.e., those that are in the
initial stages of their industrial cycles.
The Fund's portfolio managers purchase securities of
companies that they believe have the potential for growth. The Fund's
portfolio managers consider whether to sell a particular security when
they believe the security no longer has that potential.
In anticipation of or in response to adverse market
conditions or for cash management purposes, the Fund may hold all or a
portion of its assets in cash, money market instruments, bonds or
other debt securities. As a result, the Fund may not achieve its
investment objective.
12. If the trust is the issuer of periodic payment plan certificates and if any
underlying securities were issued by another investment company, furnish the
following information for each such company:
(a) Name of Company.
AIM Summit Fund, Inc.
6
<PAGE> 7
(b) Name and principal business address of depositor.
Not Applicable
(c) Name and principal business address of trustee or
custodian.
State Street Bank and Trust Company
P.O. Box 8300
Boston, Massachusetts 02266-8300
(d) Name and principal business address of principal
underwriter.
A I M Distributors, Inc.
11 Greenway Plaza
Suite 100
Houston, TX 77046
(e) The period during which the securities of such
company have been underlying securities.
Class II Shares of common stock of the Fund will be
the underlying securities from the date operations
of the trust commences.
INFORMATION CONCERNING LOADS, FEES, CHARGES AND EXPENSES
13. (a) Furnish the following information with respect to each load,
fee, expense or charge to which (1) principal payments, (2) underlying
securities, (3) distributions, (4) cumulated or reinvested distributions or
income, and (5) redeemed or liquidated assets of the trust's securities are
subject:
(A) the nature of such load, fee, expense, or charge;
(1) Principal Payments
Each Plan includes a Creation and Sales Charge (a
"front-end load" sales charge) equal to a maximum of 50% of
the first 12 investments. The effect of a "front-end load" is
that if a Planholder terminates his or her Plan between the
second and eighteenth month, total deductions may amount to
as much as 15% of the total Plan investments made up to that
date and as much as 31.6% after 18 months. However, the
maximum Creation and Sales Charge for a 15-year Plan is only
3.33% when expressed as a percentage of the total Plan
investments. For example, on a $100 a month Plan, $50 is
deducted from each of the first 12 monthly Plan investments.
Accordingly, a Plan is not suited for short-term investments.
These charges are deducted from each of the first 12 monthly
Plan investments. After the 12th investment, Creation and
Sales Charges no longer apply to subsequent monthly
investments. Deductions will decrease proportionately on
certain larger Plans.
7
<PAGE> 8
(2) Underlying Securities
The Fund pays usual and customary expenses in
connection with its operations, including but not limited to,
a management fee, distribution fees, custody expenses,
transfer agency fees, including a portion of the custodian
fee attributable to Planholder account record keeping fee,
registration fees under securities laws, printing expenses,
accounting and brokerage fees, trustee fees and expenses and
insurance costs.
(3) Distributions.
Plan administration fees, such as Plan audits and
regulatory filings.
(4) Cumulated or Reinvested Distributions of Income.
Dividends and distributions are reinvested at net
asset value, less audits and regulatory filings as explained
in 13(A)(3).
(5) Redeemed or Liquidated Assets of the Trust's Securities.
None
(B) The amount thereof
(1) Principal Payments
Relevant information including the Creation and
Sales Charge Table and the hypothetical investment table
under the caption "Allocation of Investments and Deductions,"
"Total 25 Year Allocations of Investments and Deductions when
Extended Investment Option is Used" and "A typical $50
Monthly Investment Plan" in the Prospectus is incorporated
herein in response to this item.
(2) Underlying Securities
The expense table and other relevant information
under the caption entitled "Fund Annual Expenses" in the
Prospectus is incorporated herein in response to this item.
(3) Distributions.
The Fund and the Sponsor reserve the right to deduct
all or a portion of the Custodian's fees in the future. Fees
will be deducted on a per share bases rather than a per
account basis and these fees are at cost, rather than mark
up.
(4) Cumulated or Reinvested Distributions of Income.
See Subitem 13(a)(B)(3)
8
<PAGE> 9
(5) Redeemed or Liquidated Assets of the Trust's
Securities.
None
(C) The name of the person to whom such amounts are paid and his
relationship to the trust.
(1) Principal Payments
Such amounts are paid to A I M Distributors, Inc.
("Distributors") as the Sponsor
(2) Underlying Securities
For the Fund, such amounts are paid to the each of
following (relationship indicated) :
Distributors (principal underwriter) receives 12b-1 fee
A I M Advisors, Inc. ("AIM") (investment advisor) receives
investment advisory fee
A I M Fund Services, Inc. ("AFS") (transfer agent) receives
transfer agency fee and reimbursement of fees paid to Plan
custodian
State Street Bank and Trust Company (custodian) receives Fund
custodian fees and Plan custodian fees
Each of Distributors and AFS is an affiliate with AIM and A I
M Management Group Inc. ("AIM Management"), the parent
corporation of AIM. AIM Management is an indirect wholly
owned subsidiary of AMVESCAP PLC.
(3) Distributions.
Fees are paid to the Custodian or Sponsor as a cost
reimbursement.
(4) Cumulated or Reinvested Distributions of Income.
Not Applicable
(5) Redeemed or Liquidated Assets of the Trust's Securities.
Not Applicable
(D) The nature of the services performed by such person in
consideration of such load, fee, expense or charge.
9
<PAGE> 10
(1) Principal Payments
The Creation and Sales Charge is paid to the Sponsor
as compensation for its services and costs in creating the
Plans and arranging for their administration, for making the
Fund shares available to Planholders at their net asset value
and for certain selling expenses and commissions with respect
to the Plans.
Relevant information under the caption "Service
Charges and Other Fees" in the Prospectus is also
incorporated herein in response to this item.
(2) Underlying Securities
See Subitem(s) 13(a)(B)(2) and 13(a)(C)(2).
(3) Distributions.
Annual Plan audits and regulatory filings
(4) Cumulated or Reinvested Distributions of Income.
Not Applicable
(5) Redeemed or Liquidated Assets of the Trust's Securities.
Not Applicable
(b) For each installment payment type of periodic payment plan
certificate of the trust, furnish the following information with respect to
sales load and other deductions from principal payments. ("Sales Load" includes
sales load of any underlying investment company security. Computation should be
made on the basis of the certificate calling for the smaller amount of
payments.)
See response to Subitem 13(a)(B)(1)
(c) State the amount of total deductions as a percentage of the
net amount invested for each type of security issued by the trust. State each
different sales charge available as a percentage of the public offering price
and as a percentage of the net amount invested. List any special purchase plans
or methods established by rule or exemptive order that reflect scheduled
variations in, or elimination of, the sales load and identify each class of
individuals or transactions to which such plans apply.
See response to 13(a)(B)(1)
The sections entitled "Rights of Accumulation" and "Changing
the Face Amount of a Plan" under the caption "RIGHTS AND PRIVILEGES OF
PLAN- HOLDERS" in the Prospectus are also incorporated herein in
response to the item.
(d) Explain fully the reasons for any difference in the price at
which securities are offered
10
<PAGE> 11
generally to the public, and the price at which securities are offered for any
class of transactions to any class or group of individuals, including officers,
directors, or employees of the depositor, trustee custodian or principal
underwriter.
There is no variation in price.
(e) Furnish a brief description of any loads, fees, expenses or
charges not covered in Item 13(a) which may be paid by security holders in
connection with the trust or its securities. (Assignment, reinstatement,
replacing lost certificates, etc.)
Plans established as individual retirement accounts ("IRAs")
are subject to an annual IRA custodial fee of $10 which is paid to
State Street Bank and Trust Company as IRA custodian. This annual fee
will be deducted from the Plan unless a separate check is received in
payment of the IRA custodial fee.
(f) State whether the depositor, principal underwriter, custodian
or trustee, or any affiliated person of the foregoing may receive profits or
other benefits not included in answer to Item 13(a) or 13(d) through the sale or
purchase of the trust's securities or interests in such securities, or
underlying securities or interests in underlying securities, and describe fully
the nature and extent of such profits or benefits.
The Custodian/Trustee and the Sponsor/Depositor and
Distributor will not receive any profits or other benefits through the
sale or purchase of the Plan not included in the answer to Item 13(a)
or 13(d).
(g) State the percentage that the aggregate annual charges and
deductions for maintenance and other expenses of the trust bear to the dividend
and interest income from the trust property during the period covered by the
financial statements filed herewith.
Not applicable. The Trust has not commenced operations.
INFORMATION CONCERNING THE OPERATIONS OF THE TRUST
14. Describe the procedure with respect to applications (if any) and the
issuance and authentication of the trust's securities, and state the substance
of the provisions of any indenture or agreement pertaining thereto.
To start a Plan, prospective Planholders complete an
application (the "Plan Application") indicating the monthly Plan
investment amount. Because a Plan is specifically designed for regular
monthly investing, Planholders are encouraged to invest through an
automatic investment option such as military government allotment or a
preauthorized check transaction (a "PACT"). A Planholder should
complete the required forms and forward them to the Custodian to elect
an automatic investment option.
Also see response to Item 3(6)(a). A Plan is established in
the name of the Planholder at the time of issuance and constitutes an
individual agreement among the Planholder, the Sponsor and the
Custodian, and a Planholder may terminate a Plan completely or
partially at any time as described in the Prospectus. Plans are issued
in book entry form only.
11
<PAGE> 12
15. Describe the procedure with respect to the receipt of payments from
purchasers of the trust's securities and the handling of the proceeds thereof,
and state the substance of the provisions of any indenture or agreement
pertaining thereto.
Payments by investors pursuant to the Plans will be made
directly to the Custodian/Trustee which will record the amount of the
payment, the deductions made therefrom for sales charges, or other
charges, and the number of Class II Shares purchased on behalf of the
investor.
16. Describe the procedure with respect to the acquisition of underlying
securities and the disposition thereof, and state the substance of the
provisions of any indenture or agreement pertaining thereto.
The Plan purchases and redeems at net asset value without
payment of any sales charge or other transaction fees. The Custodian
holds these shares in its custody, receiving any dividends and
distributions.
The Sponsor may substitute the shares of another investment
medium as the underlying investment for the shares of the Fund if it
deems such action to be in the best interest of Planholders. See
response to Item 52.
17. (a) Describe the procedure with respect to withdrawal or
redemption by security holders.
See response to Item 10(c).
(b) Furnish the names of any persons who may redeem or repurchase,
or are required to redeem or repurchase, the trust's securities, or underlying
securities from security holders, and the substance of the provisions of any
indenture or agreement pertaining thereto.
The Trust shall be required to accept requests for surrender
and termination of an investor's interest in the Trust in accordance
with the procedure set forth in Item 10(c).
(c) Indicate whether repurchased or redeemed securities will be
canceled or may be resold.
Subject to the section entitled "Plan Reinstatement
Privilege" under the caption "RIGHTS AND PRIVILEGES OF PLANHOLDERS" in
the Prospectus, if a Plan is terminated, that Plan is canceled and no
further purchase payments may be made there under.
18. (a) Describe the procedure with respect to the receipt, custody
and disposition of the income and other distributable funds of the trust and
state the substance of the provisions of any indenture or agreement pertaining
thereto.
Distributions of investment income dividends and capital
gains by the Fund, which will be made once each year, after any
applicable deductions, will be automatically reinvested on behalf of a
Planholder, by the Custodian/Trustee in
12
<PAGE> 13
Class II Shares of the Fund unless a Planholder requests otherwise in
writing.
(b) Describe the procedure, if any, with respect to the
reinvestment of distributions to security holders and state the substance of the
provisions of any indenture or agreement pertaining thereto.
All Fund dividends and distributions, after any applicable
deductions, are reinvested on behalf of the Planholders automatically
by the Custodian in additional shares of the Fund as of the payment
date, at the net asset value determined on the ex-dividend date of the
dividend or distribution, unless the Planholder elects to receive the
dividends or distributions in cash.
(c) If any reserves or special funds are created out of income or
principal, state with respect to each such reserve or fund the purpose and
ultimate disposition thereof, and describe the manner of handling of same.
No reserves or special funds out of income or principal are
currently anticipated.
(d) Submit a schedule showing the periodic and special
distributions which have been made to security holders during the three years
covered by the financial statements filed herewith. State for each such
distribution the aggregate amount and amount per share. If distribution from
sources other than current income have been made identify each such other source
and indicate whether such distribution represents the return of principal
payments to security holders. If payments other than cash were made describe the
nature thereof, the account charged and the basis of determining the amount of
such charge.
Not applicable. The Trust has not yet commenced operations.
19. Describe the procedure with respect to the keeping of records and accounts
of the trust, the making of reports and the furnishing of information to
security holders, and the substance of the provisions of any indenture or
agreement pertaining thereto.
The duties of the Custodian under the Custodian Agreement
include record keeping related to the receipt of all investments from
Planholders and income dividends and capital gains distributions on
Fund shares, the processing of all authorized deductions therefrom and
the purchase and retention of Fund shares for the Planholders'
accounts. The Custodian has assumed only those obligations
specifically imposed on it under the Custodian Agreement.
An appropriate notice regarding taxes will be sent to
Planholders each year by the Custodian. 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.
20. State the substance of the provisions of any indenture or agreement
concerning the trust with respect to the following:
(a) Amendments to such indenture or agreement.
13
<PAGE> 14
The Custodian Agreement, which may be amended from
time to time as mutually agreed by the Sponsor and the
Custodian, cannot be amended to adversely affect the material
rights and privileges of a Planholder without obtaining his
or her written consent.
(b) The extension or termination of such indenture or agreement.
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) The removal or resignation of the trustee or custodian, or the
failure of the trustee or custodian to perform its duties, obligations and
functions.
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 capital, surplus and undivided profits in
excess of 2,000,000.
(d) The appointment of a successor trustee and the procedure if a
successor trustee is not appointed.
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, meeting with the approval of
the Sponsor (which approval shall not be unreasonably
withheld) and having the qualifications prescribed in Item
20(b) 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.
(e) The removal or resignation of the depositor, or the failure of
the depositor to perform its duties, obligations and functions.
14
<PAGE> 15
The Custodian Agreement does not provide for the
removal or resignation of the Sponsor or the failure of the
Sponsor to perform its duties, obligations and functions.
(f) The appointment of a successor depositor, and the procedure if
a successor depositor is not appointed.
The Custodian Agreement does not provide for the
appointment of a successor Sponsor.
21. (a) State the substance of the provisions of any indenture or
agreement with respect to loans to security holders.
There are no such provisions in any indenture or agreement.
(b) Furnish a brief description of any procedure or arrangement by
which loans are made available to security holders by the depositor, principal
underwriter, trustee or custodian, or any affiliated person of the foregoing.
The following items should be covered.
(1) The name of each person who makes such agreements or
arrangements with security holders.
Not applicable.
(2) The rate of interest payable on such loans.
Not applicable.
(3) The period for which loans may be made.
Not applicable.
(4) Costs or charges for default in repayment at
maturity.
Not applicable.
(5) Other material provisions of the agreement or
arrangement.
Not applicable.
(c) If such loans are made, furnish the aggregate amount of loans
outstanding at the end of the last fiscal year, the amount of interest collected
during the last fiscal year allocated to the depositor, principal underwriter,
trustee or custodian or affiliated person of the foregoing and the aggregate
amount of loans in default at the end of the fiscal year covered by financial
statements filed herewith.
Not applicable.
15
<PAGE> 16
22. State the substance of the provisions of any indenture or agreement with
respect to limitations on the liabilities of the depositor, trustee or
custodian, or any other party to such indenture or agreement.
The Custodian assumes no duties or obligations not
specifically assigned to the Custodian by the Prospectus and the
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 the 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.
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 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 or omitted to be done
or suffered in connection with the Custodianship except for their own
lack of good faith, willful misconduct or negligence.
The Custodian shall not be responsible for, 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 the
Custodian Agreement, provided that such actions are taken in good
faith and without negligence or willful misconduct, or (b) the
Sponsor's lack of good fath, negligence or willful misconduct.
23. Describe any bonding arrangement for officers, directors, partners or
employees of the depositor or principal underwriter of the trust, including the
amount of coverage and the type of bond.
The officers and employees of the Sponsor/Depositor are
covered by a fidelity bond in the amount of $35,000,000 issued by ICI
Mutual Insurance Co.
24. State the substance of any other material provisions of any indenture or
agreement concerning the trust or its securities and a description of any other
material functions or duties of the depositor, trustee or custodian not stated
in Item 10 or Items 14 to 23 inclusive.
16
<PAGE> 17
Cost of audits and federal and state regulations costs are borne by
Planholders,
PART III. ORGANIZATION, PERSONNEL AND AFFILIATED PERSONS OF DEPOSITOR.
ORGANIZATION AND OPERATIONS OF DEPOSITOR
25. State the form of organization of the depositor of the trust, the name of
the state or other sovereign power under the laws of which the depositor was
organized and the date of organization.
The Sponsor/Depositor is a corporation, organized under the
laws of the State of Delaware on November 18, 1976.
26. (a) Furnish the following information with respect to all fees
received by the depositor of the trust in connection with the exercise of any
functions or duties concerning securities of the trust during the period covered
by the financial statements filed herewith:
Not applicable. The Trust has not yet commenced operations.
(b) Furnish the following information with respect to any fee or
any participation in fees received by the depositor from any underlying
investment company or any affiliated person or investment adviser of such
company:
(1) The nature of such fee or participation.
The Fund has adopted a distribution plan in
accordance with Rule 12b-1 under the Investment Company Act
of 1940 pursuant to which certain distribution and service
fees are paid to AIM Distributors. Under the distribution
plan, the Fund compensates AIM Distributors as follows: (i) a
service fee to be paid to qualified broker-dealers and (ii)
compensates AIM Distributors for expenses incurred providing
Services to the Fund shareholders, including the Plans, and
supporting broker dealers in their efforts to provide such
services. Expenditures under the distribution plan may not
exceed on an annual basis 0.30% of the Fund's average daily
net assets.
(2) The name of the person making payment.
See response to Item 26(b)(1)
(3) The nature of the services rendered in consideration
for such fee or participation.
See response to Item 26(b)(1)
(4) The aggregate amount received during the last fiscal
year covered by the financial statements filed herewith.
Not applicable.
27. Describe the general character of the business engaged in by the depositor
including a statement as to any business other than that of depositor of the
trust. If the depositor acts or has
17
<PAGE> 18
acted in any capacity with respect to any investment company or companies other
than the trust, state the name or names of such company or companies, their
relationship, if any, to the trust, and the nature of the depositor's
activities therewith. If the depositor has ceased to act in such named
capacity, state the date of and circumstance surrounding such cessation.
The Trust is one of several investment companies which are
managed or administered by A I M Advisors, Inc., or whose securities
are distributed by the Sponsor/Depositor. The Sponsor Depositor and AIM
Advisors are each subsidiaries of A I M Management Group Inc. AIM
Advisors is investment advisor (or administrator where noted) to the
following registered investment companies.
AIM Advisor Funds, Inc.
AIM Eastern Europe Fund
GT Global Floating Rate Fund, Inc.(d/b/a AIM Floating Rate Fund)
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.
AIM Summit Fund, Inc.
AIM Variable Insurance Funds, Inc.
G.T. Global Variable Investment Series
G.T. Global Variable Investment Trust
Short-Term Investments Co.
Short-Term Investments Trust
Tax-Free Investments Co.
The Sponsor/Depositor is the distributor of the shares of each
of the above investment companies except G.T. Global Variable
Investment Series, G.T. Global Variable Investment Trust, Short-Term
Investments Co., Short-Term Investments Trust and Tax-Free Investments
Co.
28. (a) Furnish as at latest practicable date the following
information with respect to the depositor of the trust, with respect to each
officer, director, or partner of the depositor, and with respect to each natural
person directly or indirectly owning, controlling or holding with power to vote
5% or more of the outstanding voting securities of the depositor.
As at April 15, 1999
DIRECTORS
Charles T. Bauer Director
Michael J. Cemo Director
Gary T. Crum Director
Robert H. Graham Director
W. Gary Littlepage Director
18
<PAGE> 19
<TABLE>
<CAPTION>
OFFICERS
<S> <C> <C>
Charles T. Bauer Chairman
Michael J. Cemo President
James L. Salners Executive Vice President
John Caldwell Senior Vice President
Robert H. Graham Senior Vice President
W. Gary Littlepage Senior Vice President
Marilyn M. Miller Senior Vice President
Gene L. Needles Senior Vice President
Gordon J. Sprague Senior Vice President
Michael C. Vessels Senior Vice President
B.J. Thompson First Vice President
James R. Anderson Vice President
Mary K. Coleman Vice President
Mary A. Corcoran Vice President
Melville B. Cox Vice President
Glenda A. Dayton Vice President
Sidney M. Dilgren Vice President
Tony D. Green Vice President
Dawn M. Hawley Vice President
Ofelia M. Mayo Vice President
Charles H. McLaughlin Vice President
Ivy B. McLemore Vice President
Terri L. Ransdell Vice President
Carol F. Relihan Vice President
Kamala C. Sachidanandan Vice President
Frank V. Serebrin Vice President
Christopher T. Simutis Vice President
Gary K. Wendler Vice President
Norman W. Woodson Vice President
Melville B. Cox Chief Compliance Officer
Kathleen J. Pflueger Secretary
Dawn M. Hawley Treasurer
Ofelia M. Mayo General Counsel
</TABLE>
(b) Furnish a brief statement of the business experience during
the last five years of each officer, director or partner of the depositor.
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; Chairman of the Board of Directors and President,
INVESCO Holdings Canada Inc.; and Director, AIM Funds Group Canada Inc. and
INVESCO G. F. Canada Inc.
19
<PAGE> 20
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.
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.
20
<PAGE> 21
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, Assistant
Secretary and Vice President A I M Advisors, Inc.; and Assistant General
Counsel and Assistant Secretary, A I M Capital Management, Inc., A I M Fund
Services, Inc. and Fund Management Company.
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.
29. Furnish as at latest practicable date the following information with
respect to each company which directly or indirectly owns, controls or holds
with power to vote 5% or more of the outstanding voting securities of the
depositor.
As at April 15, 1999
Name and Principal Business Address Nature of Business
----------------------------------- ------------------
A I M Advisors, Inc. Investment Advisor
11 Green way Plaza
Suite 100
Houston, Texas
Ownership of All Securities of the Depositor
--------------------------------------------
<TABLE>
<S> <C> <C> <C>
Securities Owned Securities Owned Securities Owned
of record which of record which beneficially
are also owned are not owned which are not
beneficially beneficially owned of record
</TABLE>
<TABLE>
<CAPTION>
Title of Percent Percent Percent
Class Amount of Class Amount of Class Amount of Class
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Common ---- 100% ---- 0% ---- 0%
</TABLE>
21
<PAGE> 22
30. Furnish as at latest practicable date the following information with
respect to any person, other that those covered by Items 28, 29, and 42 who
directly or indirectly controls that depositor. ("Control" for the purposes of
this item means "Control" as defined in Section 2(a)(9) of the Act, but without
reference to the presumption created thereon). (If no such other person
controls the depositor, indicate "none").
As of April 15, 1999
All stock of A I M Advisors, Inc. is owned by A I M
Management Group Inc., which in turn, is a wholly
owned indirect subsidiary of AMVESCAP PLC., a public
company.
COMPENSATION OF OFFICERS AND DIRECTORS OF DEPOSITOR, COMPENSATION OF OFFICERS
OF DEPOSITOR
31. Furnish the following information with respect to the remuneration for
services paid by the depositor during the last fiscal year covered by financial
statements filed herewith:
(a) directly to each of the officers or partners of the depositor
directly receiving the three highest amounts of remuneration:
Not applicable. Trust has not yet commenced operations.
(b) directly to all officers or partners of the depositor as a
group exclusive of persons whose remuneration is included under Item 31(a),
stating separately the aggregate amount paid by the depositor itself and the
aggregate amount paid by all the subsidiaries:
Not applicable. Trust has not yet commenced operations.
(c) indirectly or through subsidiaries to each of the officers or
partners of the depositor:
Not applicable. Trust has not yet commenced operations.
COMPENSATION OF DIRECTORS
32. Furnish the following information with respect to the remuneration for
services, exclusive of remuneration reported under Item 31, paid by the
depositor during the last fiscal year covered by financial statements filed
herewith:
(a) the aggregate direct remuneration to directors
Not applicable. Trust has not yet commenced operations.
(b) indirectly or through subsidiaries to directors
22
<PAGE> 23
Not applicable. Trust has not yet commenced operations.
33. (a) Furnish the following information with respect to the
aggregate amount of remuneration for services of all employees of depositor
(exclusive of persons whose remuneration is reported I Items 31 and 32) who
received remuneration in excess of $10,000 during the last fiscal year covered
by financial statement filed herewith from the depositor and any of its
subsidiaries.
Not applicable. Trust has not yet commenced operations.
(b) Furnish the following information with respect to the
remuneration for services paid directly during the last fiscal year covered by
financial statements filed herewith to the following classes of persons
(exclusive of those persons covered by Item 33(a); (1) Sales managers, branch
managers, district managers and other persons supervising the sale of
registrant's securities; (2) Salesmen, sales agents, canvassers and other
persons making solicitations but not in supervisory capacity; (3) Administrative
and clerical employees; and (4) Others (specify. If a person is employed in more
than one capacity, classify according to predominant type of work.
Not applicable. Trust has not yet commenced operations.
COMPENSATION TO OTHER PERSONS
34. Furnish the following information with respect to the aggregate amount of
compensation for services paid any person (exclusive of persons whose
remuneration is reported in Items 31, 32 and 33), whose aggregate compensation
in connection with services rendered with respect to the trust in all
capacities exceed $10,000 during the last fiscal year covered by financial
statements filed herewith from the depositor and any of its subsidiaries.
Not applicable. Trust has not yet commenced operations.
PART IV. DISTRIBUTION AND REDEMPTION OF SECURITIES
DISTRIBUTION OF SECURITIES
35. Furnish the names of the states in which sales of the trust's securities
(A) are currently being made, (B) are presently proposed to be made, and (C)
have been discontinued, indicating by appropriate letter the status with
respect to each state.
(A) None
(B) All 50 states
(C) None
36. If sales of the trust's securities have at any time since January 1, 1936
been suspended for more than a month describe briefly the reasons for such
suspension.
Sales of the Trust's securities have never been suspended.
37. (a) Furnish the following information with respect to each
instance where subsequent to January 1, 1937, any federal or state governmental
officer, agency, or regulatory body denied authority to distribute securities of
the trust, excluding a denial which was merely a procedural step prior to any
determination by such officer, etc. and which denial was subsequently rescinded.
23
<PAGE> 24
(1) Name of officer, agency or body.
None
(2) Date of denial.
Not applicable.
(3) Brief statement of reason giver for denial.
Not applicable.
(b) Furnish the following information with regard to each instance
where, subsequent to January 1, 1937, the authority to distribute securities of
the trust has been revoked by any federal or state governmental office, agency
or regulatory body.
(1) Name of officer, agency or body.
None
(2) Date of revocation.
Not applicable.
(3) Brief statement of reason given for revocation.
Not applicable.
38. (a) Furnish a general description of the method of distribution of
securities of the trust.
Plans will be sold through registered representatives of
broker-dealers who are members of the National Association of
Securities Dealers, Inc. and who have entered into sales agreements
with the Sponsor.
(b) State the substance of any current selling agreement, between
each principal underwriter and the trust or the depositor, including a statement
as to the inception and termination dates of the agreement, any renewal and
termination provisions, and any assignment provisions.
The Sponsor will enter into sales agreements with the
broker-dealers described above under which commissions ranging from
80% to 95% of the total Creation and Sales Charges will be paid to
such broker-dealers.
(c) State the substance of any current agreements or arrangements
of each principal underwriter with dealers, agents, salesmen, etc. with respect
to commissions and overriding commissions, territories, franchises,
qualifications and revocations. If the trust is the issuer of the periodic
payment plan certificates, furnish schedules of commissions and the bases
thereof. In lieu of a statement concerning schedules of commissions, such
schedules of commissions may be filed as Exhibit A(3)(c).
Commission Schedule filed as Exhibit A(3)(c) attached hereto.
24
<PAGE> 25
INFORMATION CONCERNING PRINCIPAL UNDERWRITER
39. (a) State the form of organization of each principal underwriter
of securities of the trust, the name of the state or other sovereign power under
the laws of which each underwriter was organized and the date of organization.
The Sponsor/Depositor, which acts as the distributor of the
Plans, was incorporated under the laws of the State of Delaware on
November 18, 1976.
(b) State whether any principal underwriter currently distributing
securities of the trust is a member of the National Association of Securities
Dealers, Inc.
The Sponsor/Depositor is a member of the National Association
of Securities Dealers, Inc.
40. (a) Furnish the following information with respect to all fees
received by each principal underwriter of the trust from the sale of securities
of the trust and any other functions in connection therewith exercised by such
underwriter in such capacity or otherwise during the period covered by the
financial statements filed herewith.
Not applicable. The Trust has not yet commenced operation.
(b) Furnish the following information with respect to any fee or
any participation in fees received by each principal underwriter from any
underlying investment company or any affiliated person or investment adviser of
such company:
(1) The nature of such fee or participation.
Not applicable. The Trust has not yet commenced
operation.
(2) The name of the person making payment.
Not applicable. The Trust has not yet commenced
operation.
(3) The nature of the services rendered in consideration
for such fee or participation.
Not applicable. The Trust has not yet commenced
operation.
(4) The aggregate amount received during the last fiscal
year covered by the financial statements filed
herewith.
Not applicable. The Trust has not yet commenced
operation.
41. (a) Describe the general character of the business engaged in by
each principal underwriter, including a statement as to any business other than
the distribution of securities of the
25
<PAGE> 26
trust. If a principal underwriter acts or has acted in any capacity with
respect to any investment company or companies other than the trust, state the
name or names of such company or companies, their relationship, if any, to the
trust and the nature of such activities. If a principal underwriter has ceased
to act in such named capacity, state the date of and the circumstances
surrounding such cessation.
The Sponsor/Depositor, which acts as distributor of the
Plans, is a registered broker-dealer which is a member of the NASD. It acts as
principal underwriter of the following investment companies:
AIM Advisor Funds, Inc
AIM Equity Funds, Inc. (Retail Classes)
AIM Funds Group
AIM Growth Series
AIM International Funds, Inc.
AIM Investment Funds
AIM Investment Securities Funds (Retail Class)
AIM Series Trust
AIM Special Opportunities Funds
AIM Tax-Exempt Funds, Inc.
AIM Variable Insurance Funds, Inc.
AIM Summit Investors Plans I
(b) Furnish as at latest practicable date the address of each
branch office of each principal underwriter currently selling securities of the
trust and furnish the name and residence address of the person in charge of such
office.
None.
(c) Furnish the number of individual salesmen of each principal
underwriter through whom any of the securities of the trust were distributed for
the last fiscal year of the trust covered by the financial statement filed
herewith and furnish the aggregate amount of compensation received by such sales
men in such year. (Segregate full-time and part-time salesmen.)
Not Applicable
42. Furnish as at latest practicable date the following information with
respect to each principal underwriter currently distributing securities of the
trust and with respect to each of the officers, directors or partners of such
underwriter:
Not Applicable. The Trust has not yet commenced operation.
43. Furnish for the last fiscal year covered by the financial statements filed
herewith, the amount brokerage commissions received by any principal
underwriter who is a member of a national securities exchange and who is
currently distributing the securities of the trust or effecting transactions
for the trust in the portfolio securities of the trust.
26
<PAGE> 27
As at April 15, 1999
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Name and principal business address of each such person Position with principal underwriter
===================================================================================================================
Ownership of Securities of the Trust
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Securities owned of record Securities owned of record Securities owned
which are also owned which are not owned beneficially which are not
beneficially beneficially owned of record
- -------------------------------------------------------------------------------------------------------------------
Title of Percent of Percent of
Class Amount class Amount Percent Amount class
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Not applicable. The Trust has not yet commenced operations.
Offering Price or Acquisition Valuation of Securities of the Trust
44. (a) Furnish the following information with respect to the method
of valuation used by the trust for purpose of determining the offering price to
the public of securities issued by the trust or the valuation of shares or
interest in the underlying securities acquired by the holder of a periodic
payment plan certificate:
(1) The source of quotations used to determine the value of
portfolio securities.
(2) Whether opening, closing, bid, asked or any other price is
used.
(3) Whether price is as of the day of sale or as of any other
time.
(4) A brief description of the methods used by registrant for
determining other assets and liabilities including accrual
for expenses and taxes (including taxes on unrealized
appreciation).
(5) Other items which registrant adds to the net asset
value in computing offering price of its securities:
(6) Whether adjustments are made for fractions:
(i) before adding distributor's compensation (load): and
(ii) after adding distributor's compensation (load).
The response to Item 44(a) is omitted pursuant to instruction in Form
N-8B-2.
(b) Furnish a specimen schedule showing the components of the
offering price of the trust's securities as at the latest practicable date.
Not applicable.
27
<PAGE> 28
(c) If there is any variation in the offering price of the trust's
securities to any person or classes of persons other than underwriters, state
the nature and amount of such variation and indicate the person or classes of
persons to whom such offering is made.
See response to Item 13(d)
45. Furnish the following information with respect to any suspension of the
redemption rights of the securities issued by the trust during the three fiscal
years covered by the financial statements filed herewith:
(a) by whose action redemption rights were suspended.
Not applicable.
(b) the number of days; notice given to security holders
prior to suspension of redemption rights.
Not applicable.
(c) reason for suspension.
Not applicable.
(d) period during which suspension was in effect.
Not applicable.
REDEMPTION VALUATION OF SECURITIES OF THE TRUST
46. (a) Furnish the following information with respect to the method
of determining the redemption or withdrawal valuation of securities issued by
the trust:
(1) The source of quotations used to determine the value
of portfolio securities.
(2) Whether opening , closing, bid, asked or any other
price is used.
(3) Whether price is as of the date of sale or as of any
other time.
(4) A brief description of the methods used by
registrant for determining other assets and
liabilities including accrual for expenses and taxes
(including taxes on unrealized appreciation).
(5) Other items which registrant deducts from the net
asset value in computing redemption value of its
securities.
(6) Whether adjustments are make for fractions.
The response to Item 46(a) is omitted pursuant to instruction
on Form N-8B-2.
(b) Furnish a specimen schedule showing the components of the
redemption price to the holders of the trust's securities as at the latest
practicable date.
Not applicable.
28
<PAGE> 29
PURCHASE AND SALE OF INTERESTS IN UNDERLYING SECURITIES FROM AND TO SECURITY
HOLDERS
47. Furnish a statement as to the procedure with respect to the maintenance of a
position in the underlying securities or interests in the underlying securities,
the extent and nature thereof and the person who maintains such a position.
Include a description of the procedure with respect to the purchase of
underlying securities or interests in the underlying securities from security
holders who exercise redemption or withdrawal rights and the sale of such
underlying securities and interests in the underlying securities to other
security holders. State whether the method of valuation of such underlying
securities or interests in underlying securities differs from that set forth in
Items 44 and 46. If any item of expenditure included in the determination of the
valuation is not or may not actually be incurred or expended, explain the nature
of such item and who may benefit from the transaction.
The Trustee will purchase only Class II Shares of the Fund as stated
in Item 11 hereof. Procedures regarding the acquisition and disposition of
Class II Shares of the Fund are described in Item 16.
The Trust does not purchase underlying Class II Shares of the Fund
from Planholders exercising withdrawal rights, but may, as agent for the
Planholder, redeem such shares and transmit the proceeds, less authorized
deductions, to the Planholder.
PART V. INFORMATION CONCERNING THE TRUSTEE OR CUSTODIAN
48. Furnish the following information as to each trustee or custodian of the
trust.
(a) Name and principal business address.
See answer to Item 3.
(b) Form of organization
The State Street Bank and Trust Company is a corporation.
(c) State or other sovereign power under the laws of which the
trustee or custodian was organized.
Massachusetts corporation
(d) Name of governmental supervising or examining authority.
Subject to the Federal Reserve
49. State the basis for payment of fees or expenses of the trustee or custodian
for services rendered with respect to the trust and its securities, and the
aggregate amount thereof for the last fiscal year. Indicate the person paying
such fees or expenses. If any fees or expenses are prepaid, state the unearned
amount.
See Schedule A to the Fund's Custodian Agreement found as
Exhibit 1.A(1) in the Fund's Registration Statement on Form S-6.
29
<PAGE> 30
50. State whether the trustee or custodian or any other person has or may
create a lien on the assets of the trust, and if so, give full particulars,
outlining the substance of the provisions of any indenture or agreement with
respect thereto.
The Custodian Agreement provides :
"As remuneration for 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
Schedules, 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 make except for
services theretofore performed or expenses theretofore incurred."
PART VI. INFORMATION CONCERNING INSURANCE OR HOLDING OF SECURITIES
51. Furnish the following information with respect to insurance of holders of
securities.
(a) The names and address of the insurance company.
(b) The types of policies and whether individual or group
policies.
(c) The types of risks insured and excluded.
(d) The coverage of the policies.
(e) The beneficiaries of such policies and the uses to which the
proceeds of policies must be put.
(f) The terms and manner of cancellation and of reinstatement.
(g) The method of determining the amount of premium to be paid by
holders of securities.
(h) The amount of aggregate premiums paid to the insurance
company during the last fiscal year.
(i) Whether any person other than the insurance company receives
any part of such premiums, the name of each such person and
the amounts involved, and the nature of the services rendered
therefor.
(j) The substance of any other material provisions of any
indenture or agreement of the Trust relating to insurance.
Subitems 51(a) through 51(j) are not applicable.
30
<PAGE> 31
PART VII POLICY OF REGISTRANT
52. (a) Furnish the substance of the provisions of any indenture or
agreement with respect to the conditions upon which and the method of selection
by which particular portfolio securities must or may be eliminated from the
assets of the trust or must or may be replaced by other portfolio securities. If
an investment adviser or other person is to be employed in connection with such
selection, elimination or substitution, state the name of such person, the
nature of any affiliation to the depositor, trustee or custodian, and any
principal underwriter, and the amount of remuneration to be received for such
services. If any particular person is not designated in the indenture or
agreement, describe briefly the method of selection of such person.
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:
(i) The Sponsor shall receive prior approval by the SEC for a
substitution under the provisions of Section 26(b) of the 1940 Act.
(ii) The Sponsor may substitute for Fund Shares then held and yet
to be purchased or both. Substituted shares must be generally comparable in
character and quality to Fund Shares and must be registered under the 1933 Act.
(iii) 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.
(iv) 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-rate share of actual related expenses, if any.
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.
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 specification of the shares of such Planholder affected by the
substitution.
31
<PAGE> 32
(b) Furnish information with respect to each transaction involving
the elimination of any underlying security during the period covered by the
financial statements filed herewith.
(1) Title of security.
(2) Date of elimination.
(3) Reasons for elimination.
(4) The use of the proceeds from the sale of the
eliminated security.
(5) Title of security substituted, if any.
(6) Whether depositor, principal underwriter, trustee or
custodian or any affiliated person of the foregoing
were involved in the transaction.
(7) Compensation or remuneration received by each such
person directly or indirectly as a result of the
transaction.
Subitems 52(b)(1)- 52(b)(7) are not applicable.
(c) Describe the policy of the trust with respect to the
substitution and elimination of the underlying securities of the trust with
respect to:
(1) the grounds for elimination and substitution;
See answer to Item 52 (a).
(2) the type of securities which may be substituted for
any underlying security;
See answer to Item 52 (a).
(3) whether the acquisition of such substituted security
or securities would constitute the concentration of
investment in a particular industry or group of
industries or would conform to a policy of
concentration of investment in a particular industry
or group of industries;
Not applicable.
(4) whether such substituted securities may be the
securities of another investment company; and
See answer to Item 52 (a).
(5) the substance of the provisions of any indenture or
agreement which authorize or restrict the policy of
the registrant in this regard.
See answer to Item 52 (a).
(d) Furnish a description of any policy (exclusive of policies
covered by paragraphs (a) and (b) herein) of the trust which is deemed a matter
of fundamental policy and which is elected to be treated as such.
None.
32
<PAGE> 33
REGULATED INVESTMENT COMPANY
53. (a) State the taxable status of the trust.
The Trust itself does not pay any United States income tax.
All distributions of income and capital gains are taxable to the
investors individually even though they may be reinvested in
additional shares of the Fund pursuant to the Plan.
From time to time a portion of the net asset value of a
participation in the Trust may represent unrealized appreciation of
its investments. When realized and distributed (actually or
constructively), the net gain on the sale of such investments will be
taxable to the investors as a capital gain if the holding period is
greater than one year and as ordinary income if on a year or less. If
the net asset value of an investor's participation should be reduced
below his cost as the result of the distribution of such realized
capital gains, such distribution would be taxable to the investor
although it was, in effect, a return of his investor capital.
(b) State whether the trust qualified for the last taxable year as
a regulated investment company as defined in Section 851 of the Internal Revenue
Code of 1954, and state its present intention with respect to such
qualifications during the current taxable year.
The Trust has not completed its first taxable year end. The
Trust intends to qualify as a regulated investment company as defined
in Section 851 of the Internal Revenue Code of 1986, as amended.
PART VIII. FINANCIAL AND STATISTICAL INFORMATION
54. If the trust is not the issuer of periodic payment plan certificates
furnish the following information with respect to each class or series of its
securities.
Not applicable.
55. If the trust is the issuer of periodic payment plan certificates, a
transcript of a hypothetical account shall be filed in approximately the
following form on the basis of the certificate calling for the smallest amount
of payments. The schedule shall cover a certificate of the type current being
sold assuming that such certificate had been sold at a date approximately ten
years prior to the date of registration or at the approximate date of
organization of the trust.
33
<PAGE> 34
<TABLE>
<CAPTION>
TRANSCRIPT OF A HYPOTHETICAL PERIODIC PAYMENT PLAN ACCOUNT(1)
- ------------------------------------------------------------------------------------------------------------------------------------
COL. A COL. B COL. C COL. D COL. E.
- ------------------------------------------------------------------------------------------------------------------------------------
Amount of Deductions from Payments on Principal Balance of payments on
Payment principal available for
investment in trust property
---------------------------------------------------------------------------
(1) (2) (3)
-------------------------------------------------------------------
Monthly for Cumulative Underwriting Insurance Other Monthly for Cumulative Liquidating
first year and commissions, premiums deductions first year and value of
annually loading fees annually certificate(2)
Date of thereafter and all other thereafter
payment similar
charges
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Mar. 1, 1999 600 6000 0 0 0 600 5700
Mar. 1, 1998 600 5400 0 0 0 600 5100
Mar. 1, 1997 600 4800 0 0 0 600 4500
Mar. 1, 1996 600 4200 0 0 0 600 3900
Mar. 1, 1995 600 3600 0 0 0 600 3300
Mar. 1, 1994 600 3000 0 0 0 600 2700
Mar. 1, 1993 600 2400 0 0 0 600 2100
Mar. 1, 1992 600 1800 0 0 0 600 1500
Mar. 1, 1991 600 1200 0 0 0 600 900
Feb. 1, 1990 50 600 25 0 0 25 300
Jan. 1, 1990 50 550 25 0 0 25 275
Dec. 1, 1989 50 500 25 0 0 25 250
Nov. 1, 1989 50 450 25 0 0 25 225
</TABLE>
34
<PAGE> 35
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Oct. 1, 1989 50 400 25 0 0 25 200
Sep. 1, 1989 50 350 25 0 0 25 175
Aug. 1, 1989 50 300 25 0 0 25 150
Jul. 1, 1989 50 250 25 0 0 25 125
Jun. 1, 1989 50 200 25 0 0 25 100
May 1, 1989 50 150 25 0 0 25 75
Apr. 1, 1989 50 100 25 0 0 25 50
Mar. 1, 1989 50 50 25 0 0 25 25
</TABLE>
(1)(a) The transcript shall be carried to date of completion on the
assumption there has been no lapse or cancellation, or if incomplete to
the approximate date of the statement of condition filed herewith.
(b) Income of the account which is to be reinvested shall be included in an
appropriate manner.
(2) The underlying class of shares did not exist until March 1999, therefore
it can not be determined.
35
<PAGE> 36
56. If the trust is the issuer of periodic payment plan certificates, furnish by
years for the period covered by the financial statements filed herewith in
respect of certificates sold during such period, the following information for
each fully paid type and each installment payment type of periodic payment plan
certificate currently being issued by the trust.
Not applicable. Trust has not yet commenced operations.
57. If the trust is the issuer of periodic payment plan certificates, furnish by
years for the period covered by the financial statements filed herewith the
following information for each installment payment type of periodic payment plan
certificate currently being issued by the trust.
Not applicable. Trust has not yet commenced operations.
58. If the trust is the issuer of period payment plan certificates, furnish the
following information for each installment payment type of periodic payment plan
certificate outstanding as at the latest practicable date.
Not applicable. Trust has not yet commenced operations.
FINANCIAL STATEMENTS
59. Financial Statements of the Trust
[To be filed by amendment]
Financial Statements of the Depositor
[To be filed by amendment]
36
<PAGE> 37
IX. EXHIBITS
A. (1) - Custodian Agreement dated April 29, 1999, between
A I M Distributors, Inc. and State Street Bank and
Trust Company
(2) - None
(3)(b) - Form of Dealer Agreement between A I M Distributors,
Inc. and selected dealers.
(3)(c) - AIM Summit Investors Plans II Commission Schedule
(4) - None
(5) - None
(6)(a) - Certificate of Incorporation, as amended, of A I M
Distributors, Inc.
(6)(b) - Amended and Restated By-Laws of A I M Distributors,
Inc. dated February 11, 1997.
(7) - None
(8)(a)(i) - Distribution Agreement between A I M Distributors,
Inc. and AIM Summit Fund, Inc. dated February 28,
1997.
(8)(a)(ii) - Amendment No. 1 to the Distribution Agreement
(9) - None
(10) - Form of AIM Summit Investors Plans II Application
B. (1) - None
(2) - None
C. - None
37
<PAGE> 38
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940 the
Sponsor/Depositor of the Registrant has caused this registration statement to be
duly signed on behalf of the Registrant in the City of Houston and State of
Texas on the 30th day of April, 1999.
[SEAL] AIM SUMMIT INVESTORS PLANS II
(Name of Registrant)
BY: A I M DISTRIBUTORS, INC.
-------------------------------------
(Name of depositor or trustee
or custodian)
BY: /s/ MICHAEL J. CEMO
-------------------------------------
Michael J. Cemo, President
ATTEST:
/s/ STEPHEN I. WINER
- -----------------------------------------
Stephen I. Winer, Assistant Secretary
38
<PAGE> 39
EXHIBIT INDEX
A. (1) - Custodian Agreement dated April 29, 1999, between
A I M Distributors, Inc. and State Street Bank and
Trust Company
(3)(b) - Form of Dealer Agreement between A I M Distributors,
Inc. and selected dealers.
(3)(c) - AIM Summit Investors Plans II Commission Schedule
(6)(a) - Certificate of Incorporation, as amended, of A I M
Distributors, Inc.
(6)(b) - Amended and Restated By-Laws of A I M Distributors,
Inc. dated February 11, 1997.
(8)(a)(i) - Distribution Agreement between A I M Distributors,
Inc. and AIM Summit Fund, Inc. dated February 28,
1997.
(8)(a)(ii) - Amendment No. 1 to the Distribution Agreement
(10) - Form of AIM Summit Investors Plans II Application
<PAGE> 1
EXHIBIT 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
-9-
<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
-10-
<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
-11-
<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
-12-
<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
-13-
<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.
-14-
<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
-15-
<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
-16-
<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
-17-
<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
-18-
<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
-19-
<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.
-20-
<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:
-21-
<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
-22-
<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,
-23-
<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
-24-
<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
-25-
<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
-26-
<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
-27-
<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
-28-
<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.
-29-
<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
-30-
<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
-33-
<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 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.
1
<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
2
<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.
3
<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:
--------------------------- ----------------------------
4
<PAGE> 1
EXHIBIT 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 A.(6)(a)
CERTIFICATE OF INCORPORATION
OF
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
OF
CERTIFICATE OF INCORPORATION
OF
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 A.(6)(b)
AMENDED AND RESTATED
BYLAWS
OF
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
OF
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
5
<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
6
<PAGE> 10
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
7
<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
8
<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.
9
<PAGE> 13
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
10
<PAGE> 14
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
11
<PAGE> 15
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
12
<PAGE> 16
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
13
<PAGE> 17
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.
14
<PAGE> 18
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
15
<PAGE> 19
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
16
<PAGE> 20
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
17
<PAGE> 21
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.
19
<PAGE> 1
EXHIBIT 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 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
2
<PAGE> 1
EXHIBIT A.(10)
================================================================================
[A I M LOGO APPEARS HERE]
AIM SUMMIT INVESTORS PLANS
APPLICATION
SUMMIT INVESTORS PLANS I [ ]
SUMMIT INVESTORS PLANS II [ ]
<TABLE>
<S> <C> <C>
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.
