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As filed with the Securities and Exchange Commission on July 1, 1999
1933 Registration No. 333-77475
1940 Registration No. 811-09311
Securities and Exchange Commission
Washington, D.C. 20549
Pre-Effective
Amendment No. 1
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
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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
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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
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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. 0000950129-99-001896), 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.
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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.
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(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.
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(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.
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(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)
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(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.
FEE TABLE
<TABLE>
<S> <C>
These are the estimated fees and expenses, based on
plan creation and sales charges you may pay if you invest
in a plan.
Plan owner fees paid directly from your Plan payment
---------------------------------------------------------------------------------
Creation and sales charges when you buy shares as a
percentage of net amount invested 50.00%(1)
---------------------------------------------------------------------------------
Annual Fund operating expenses paid from the assets of the
Fund as a percentage of average daily net assets(2)
---------------------------------------------------------------------------------
Management Fee(3) 0.64%
---------------------------------------------------------------------------------
Distribution and Service (12b-1) Fee 0.30%
---------------------------------------------------------------------------------
Other Expenses 2.53%
---------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 3.47%
---------------------------------------------------------------------------------
Expense Reimbursements(3) 1.97%
---------------------------------------------------------------------------------
Net Expenses 1.50%
---------------------------------------------------------------------------------
</TABLE>
(1) A creation and sales charge of up to 50% may be
deducted from your first 12 investments. If you
complete scheduled payments over a 15-year plan, you
will pay creation and sales charges of up to 3.33%
(2) The fees and expenses are based on estimated average
net assets for Class II Shares of the Fund.
(3) The investment advisor has contractually agreed for
a one-year period not to impose all or a portion
of its management fee and, if necessary, to limit
other operating expenses of the Fund to the extent
required to reduce expenses to 1.50% of the average
daily net assets of the Fund.
(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.
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(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
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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.
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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
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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.
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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.
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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.
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<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.
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<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
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 pre-effective amendment to
the 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 June, 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
