<PAGE> 1
As filed with the Securities and Exchange Commission on June 24, 1999
1933 Act Registration No. 333-77475
1940 Act Registration No. 811-09311
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-6
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2
A. Exact name of trust: AIM SUMMIT INVESTORS PLANS II
B. Name of depositor: A I M DISTRIBUTORS, INC.
C. Complete address of depositor's principal executive offices:
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
D. Name and address of agent for service:
Michael J. Cemo, President
A I M Distributors, Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
with a copy to:
Stephen I. Winer, Esquire
A I M Distributors, Inc.
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
Martha J. Hays, Esquire
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599
It is proposed that this filing will become effective (check
appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[X] on July 1, 1999 pursuant to paragraph (a)(1)
of rule 485
[ ] this post-effective amendment designates a new
effective date for a previously filed
post-effective amendment.
(Continued on Next Page)
<PAGE> 2
E. Title and amount of securities being registered:
AIM Summit Investors Plans II, an indefinite
amount of periodic payment plans being
registered.
F. Approximate date of proposed public offering:
July 1, 1999
<PAGE> 3
AIM SUMMIT INVESTORS PLANS II
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PROSPECTUS
JULY 1, 1999
AIM Summit Investors Plans II provides for the accumulation of
Class II Shares of AIM Summit Fund, Inc.
Class II Shares of AIM Summit Fund, Inc. are offered to and may be
purchased by the general public only through AIM Summit Investors
Plans II. Details of AIM Summit Fund, Inc. are found in the AIM
Summit Fund, Inc. Prospectus located at the back of this
Prospectus. You should read both this Prospectus and the Prospectus
of AIM Summit Fund, Inc. and keep these Prospectuses for future
reference.
AS WITH ALL OTHER INVESTMENT COMPANY SECURITIES, THE SECURITIES AND
EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED WHETHER THE INFORMATION IN THIS PROSPECTUS
IS ADEQUATE OR ACCURATE. ANYONE WHO TELLS YOU OTHERWISE IS
COMMITTING A CRIME.
[AIM LOGO APPEARS HERE] INVEST WITH DISCIPLINE
--Registered Trademark--
<PAGE> 4
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Introduction................................................ 1
Purpose and Benefits of the Plan....................... 1
Description of Plans................................... 1
Investment Objective of the Fund....................... 1
Principal Risks of Investing in the Plan............... 1
Cancellation and Refund Rights......................... 1
Termination of the Plan................................ 1
Fee Table................................................... 2
Choosing Your Investment Amount............................. 3
Allocation of Investments and Deductions............... 3
Total 25 Year Allocations of Investments and Deductions
When Extended Investment Option Is Used............... 4
A Typical $50 Monthly Investment Plan.................. 5
Investments................................................. 6
Making your Plan Investments........................... 6
By Check............................................. 6
Automatic Investment Program......................... 6
Extended Investment Option............................. 6
Creation and Sales Charges............................. 6
Rights of Accumulation................................. 6
Making Preinvestments to Complete the Plan Ahead of
Schedule.............................................. 7
Changing the Face Amount of a Plan..................... 7
Withdrawals and Termination................................. 7
Timing of Receipt of Proceeds on Redemptions of Class
II Shares............................................. 7
Partial Withdrawals Without Terminating a Plan......... 7
Complete Withdrawal or Termination..................... 8
Plan Reinstatement Privilege........................... 9
Planholder Options and Services............................. 9
Retirement Plans....................................... 9
Systematic Withdrawal Program.......................... 9
Federal Income Tax Withholding......................... 10
Statements, Reports and Notices........................ 10
Rights and Policies......................................... 10
Cancellation and Refund Rights......................... 10
Voting Rights.......................................... 10
Transfer or Assignment Rights.......................... 11
Termination of a Plan by the Sponsor or Custodian...... 11
Substitution of Shares................................. 11
Plan Completion........................................ 12
Service Charges and Other Fees.............................. 12
Dividends, Capital Gains and Taxes.......................... 12
Additional Information...................................... 13
The Custodian.......................................... 13
The Sponsor............................................ 14
General................................................ 15
AIM Summit Fund, Inc. Class II Shares Prospectus............ A-1
</TABLE>
------------------------
NO SALESMAN, DEALER OR OTHER PERSON IS AUTHORIZED BY THE SPONSOR OR AIM
SUMMIT FUND, INC. TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS OR IN THE PROSPECTUS OF THE CLASS II SHARES
OF AIM SUMMIT FUND, INC. OR IN ANY OTHER PRINTED OR WRITTEN MATERIAL AUTHORIZED
BY THE SPONSOR OR AIM SUMMIT FUND, INC., AND NO PERSON SHOULD RELY UPON ANY
INFORMATION NOT CONTAINED IN THESE MATERIALS.
I
<PAGE> 5
INTRODUCTION
PURPOSE AND BENEFITS OF THE PLAN
AIM Summit Investors Plans II (Plans) is designed to provide you an
effective and convenient method to create an investment fund for your future
capital or income needs by systematically investing a modest sum each month in
shares of a mutual fund. Many people recognize the desirability of accumulating
an investment portfolio through a planned long-range investment program, but
find it difficult to save the necessary money to make periodic stock purchases.
Ownership of Class II Shares of AIM Summit Fund, Inc. (Class II Shares)
through a Plan provides you with several advantages:
(1) Diversification -- By pooling the money invested by many
investors, AIM Summit Fund, Inc. (Fund) will be able to reduce (but not
eliminate) risk by diversifying its holdings among many securities in order
to minimize the portfolio impact of any single investment.
(2) Economics of Size -- Purchases and sales of securities often
entail disproportionately large unit costs on small transactions. The size
and volume of the Fund's portfolio transactions should enable it to effect
such transactions at better net unit prices than an individual could
achieve.
(3) Professional Management -- Investors may benefit from the
full-time skill and attention of professional managers.
DESCRIPTION OF PLANS
Plans for the accumulation of Class II shares of the Fund are offered by
A I M Distributors, Inc., the sponsor and principal underwriter(AIM Distributors
or Sponsor). A Plan calls for fixed monthly investments for 15 years (180
investments). You have the option to make additional monthly investments for up
to a total of 25 years (300 investments).
Investments under a Plan are applied, after authorized deductions, to the
purchase of Class II Shares at net asset value. These shares should be
considered a long-term investment and are not suitable if you are seeking quick
profits or if you might not be able to complete a Plan. A front-end sales load
(Creation and Sales Charge) of up to 50% is deducted from the first 12
investments and paid to the sponsor. Because of the Creation and Sales Charge,
you will probably lose money if you withdraw an investment or terminate your
Plan during the early years of your Plan.
Investments made through a Plan will not result in direct ownership of
Class II Shares. Your Plan represents an interest in a trust which has direct
ownership of the Class II Shares. You have a beneficial interest in the
underlying shares of the Fund. CLASS II SHARES ARE OFFERED TO THE GENERAL PUBLIC
ONLY THROUGH AIM SUMMIT INVESTORS PLANS II.
INVESTMENT OBJECTIVE OF THE FUND
The Fund's investment objective is growth of capital.
PRINCIPAL RISKS OF INVESTING IN THE PLAN
The value of the Class II Shares will change when the values of the
securities in the Fund's portfolio change. A Plan calls for monthly investments
at regular intervals regardless of the value of the Class II Shares. You should
therefore consider your financial ability to continue a Plan. A Plan offers no
assurance against loss in a declining market. Terminating a Plan at a time when
the value of the Class II Shares then held is less than their cost will result
in a loss. Prepayment of all or part of the first year's investments in a Plan
increases the possible loss in the event of early termination.
CANCELLATION AND REFUND RIGHTS
You have the right to a refund of the current value of your Class II Shares
during 18 months after your Plan purchase. You also have other limited refund
rights under the conditions described in more detail under "Rights and
Policies."
TERMINATION OF THE PLAN
A Plan may be terminated by the Custodian or Sponsor if you fail to make
investments under your Plan for a period of 6 months or if Class II Shares are
not available and a substitution is not made. See "Termination of a Plan by the
Sponsor or Custodian" at page 11.
1
<PAGE> 6
FEE TABLE
These are the fees and expenses, based on plan creation and sales charges
and the Fund's latest fiscal year, you may pay if you invest in a plan.
<TABLE>
<S> <C>
PLAN OWNER FEES PAID DIRECTLY FROM YOUR INVESTMENT
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Creation and sales charges when you buy shares as a
percentage of net amount invested 50.00%(1)
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ANNUAL FUND OPERATING EXPENSES PAID FROM THE ASSETS OF THE
FUND
as a percentage of average daily net assets(2)
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Management Fee(3) 0.64%
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Distribution and Service (12b-1) Fee 0.30%
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Other Expenses 2.53%
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Total Annual Fund Operating Expenses 3.47%
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Expense Reimbursements(3) 1.97%
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Net Expenses 1.50%
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</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 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.
2
<PAGE> 7
CHOOSING YOUR INVESTMENT AMOUNT
Use the following tables to select among the range of available monthly
Plan investment options. Each table shows the face amount of the Plan, the
creation and sales charges that will be charged and the total charges as a
percentage of the total amount invested under a Plan and as a percentage of the
net amount invested. This information is based solely on investments made under
a Plan and does not reflect any investment performance, dividend or income from
the Fund over the period of a Plan, or expenses of the Fund or any other
charges.
ALLOCATION OF INVESTMENTS AND DEDUCTIONS
15 YEAR PLANS
<TABLE>
<CAPTION>
% OF TOTAL DEDUCTIONS
CREATION AND SALES CHARGES ------------------------
------------------------------------- TO NET
MONTHLY PER PER INVESTMENT MONTHLY
INVESTMENT TOTAL INVESTMENT INVESTMENT TO TOTAL IN FUND INVESTMENT
UNIT INVESTMENTS 1 THRU 12 13 THRU 180 TOTAL(A) INVESTMENTS SHARES UNIT
---------- ------------- ---------- ----------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 9,000.00 $ 25.00 $0 $ 300.00 3.33% 3.45% $ 50.00
75.00 13,500.00 37.50 0 450.00 3.33% 3.45% 75.00
100.00 18,000.00 50.00 0 600.00 3.33% 3.45% 100.00
125.00 22,500.00 62.50 0 750.00 3.33% 3.45% 125.00
150.00 27,000.00 75.00 0 900.00 3.33% 3.45% 150.00
166.66 29,998.80 83.33 0 999.96 3.33% 3.45% 166.66
200.00 36,000.00 100.00 0 1,200.00 3.33% 3.45% 200.00
250.00 45,000.00 125.00 0 1,500.00 3.33% 3.45% 250.00
300.00 54,000.00 150.00 0 1,800.00 3.33% 3.45% 300.00
350.00 63,000.00 175.00 0 2,100.00 3.33% 3.45% 350.00
400.00 72,000.00 200.00 0 2,400.00 3.33% 3.45% 400.00
450.00 81,000.00 225.00 0 2,700.00 3.33% 3.45% 450.00
500.00 90,000.00 250.00 0 3,000.00 3.33% 3.45% 500.00
600.00 108,000.00 300.00 0 3,600.00 3.33% 3.45% 600.00
700.00 126,000.00 350.00 0 4,200.00 3.33% 3.45% 700.00
800.00 144,000.00 400.00 0 4,800.00 3.33% 3.45% 800.00
900.00 162,000.00 450.00 0 5,400.00 3.33% 3.45% 900.00
1,000.00 180,000.00 500.00 0 6,000.00 3.33% 3.45% 1,000.00
1,250.00 225,000.00 625.00 0 7,500.00 3.33% 3.45% 1,250.00
1,500.00 270,000.00 675.00 0 8,100.00 3.00% 3.09% 1,500.00
1,750.00 315,000.00 700.00 0 8,400.00 2.67% 2.74% 1,750.00
2,000.00 360,000.00 750.00 0 9,000.00 2.50% 2.56% 2,000.00
2,500.00 450,000.00 812.50 0 9,750.00 2.17% 2.21% 2,500.00
5,000.00 900,000.00 1,250.00 0 15,000.00 1.67% 1.69% 5,000.00
10,000.00 1,800,000.00 1,500.00 0 18,000.00 1.00% 1.01% 10,000.00
</TABLE>
3
<PAGE> 8
TOTAL 25 YEAR ALLOCATIONS OF INVESTMENTS AND DEDUCTIONS WHEN
EXTENDED INVESTMENT OPTION IS USED
(Please see page 6 for a description of the Extended Investment Option.)
<TABLE>
<CAPTION>
% OF TOTAL DEDUCTIONS
CREATION AND SALES CHARGE ---------------------------
MONTHLY ------------------------------------------- TO TO NET MONTHLY
INVESTMENT TOTAL PER INVESTMENT PER INVESTMENT TOTAL INVESTMENT IN INVESTMENT
UNIT INVESTMENTS 1 THRU 12 13 THRU 300 TOTAL INVESTMENTS FUND SHARES UNIT
- ---------- ------------- -------------- -------------- --------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 15,000.00 25.00 $0 300.00 2.00% 2.04% $ 50.00
75.00 22,500.00 37.50 0 450.00 2.00% 2.04% 75.00
100.00 30,000.00 50.00 0 600.00 2.00% 2.04% 100.00
125.00 37,500.00 62.50 0 750.00 2.00% 2.04% 125.00
150.00 45,000.00 75.00 0 900.00 2.00% 2.04% 150.00
166.66 49,998.00 83.33 0 999.96 2.00% 2.04% 166.66
200.00 60,000.00 100.00 0 1,200.00 2.00% 2.04% 200.00
250.00 75,000.00 125.00 0 1,500.00 2.00% 2.04% 250.00
300.00 90,000.00 150.00 0 1,800.00 2.00% 2.04% 300.00
350.00 105,000.00 175.00 0 2,100.00 2.00% 2.04% 350.00
400.00 120,000.00 200.00 0 2,400.00 2.00% 2.04% 400.00
450.00 135,000.00 225.00 0 2,700.00 2.00% 2.04% 450.00
500.00 150,000.00 250.00 0 3,000.00 2.00% 2.04% 500.00
600.00 180,000.00 300.00 0 3,600.00 2.00% 2.04% 600.00
700.00 210,000.00 350.00 0 4,200.00 2.00% 2.04% 700.00
800.00 240,000.00 400.00 0 4,800.00 2.00% 2.04% 800.00
900.00 270,000.00 450.00 0 5,400.00 2.00% 2.04% 900.00
1,000.00 300,000.00 500.00 0 6,000.00 2.00% 2.04% 1,000.00
1,250.00 375,000.00 625.00 0 7,500.00 2.00% 2.04% 1,250.00
1,500.00 450,000.00 675.00 0 8,100.00 1.80% 1.83% 1,500.00
1,750.00 525,000.00 700.00 0 8,400.00 1.60% 1.63% 1,750.00
2,000.00 600,000.00 750.00 0 9,000.00 1.50% 1.52% 2,000.00
2,500.00 750,000.00 812.50 0 9,750.00 1.30% 1.32% 2,500.00
5,000.00 1,500,000.00 1,250.00 0 15,000.00 1.00% 1.01% 5,000.00
10,000.00 3,000,000.00 1,500.00 0 18,000.00 0.60% 0.60% 10,000.00
</TABLE>
4
<PAGE> 9
A TYPICAL $50 MONTHLY INVESTMENT PLAN
This table shows you the investments and deductions under a Plan for a
typical $50 monthly investment Plan. The 15-year schedule assumes that all
investments were made in accordance with the terms of the Plan. The 25-year
schedule reflects the changes applicable to a 15-year Plan that is continued
under the Extended Investment Option. The table does not reflect Fund
performance, Fund expenses or the payment of any dividends or distributions by
the Fund.
<TABLE>
<CAPTION>
AT THE END OF AT THE END OF AT THE END OF
6 MONTHS 1 YEAR 2 YEARS
(6 INVESTMENTS) (12 INVESTMENTS) (24 INVESTMENTS)
-------------------- -------------------- --------------------
% OF TOTAL % OF TOTAL % OF TOTAL % OF TOTAL
AMOUNT INVESTMENTS AMOUNT INVESTMENTS AMOUNT INVESTMENTS AMOUNT INVESTMENTS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
15 YEARS (180 INVESTMENTS)
Total Investments............. $ 9,000 100.00% $300 100% $600 100% $1,200 100%
Deduct:
Creation and Sales
Charge.................. $ 300 3.33% $150 50% $300 50% $ 300 25%
Net Amount Invested Under
Plan........................ $ 8,700 96.67% $150 50% $300 50% $ 900 75%
25 YEARS (300 INVESTMENTS)
Total Investments............. $15,000 100.00% $300 100% $600 100% $1,200 100%
Deduct:
Creation and Sales
Charges................. $ 300 2.00% $150 50% $300 50% $ 300 25%
Net Amount Invested Under
Plan........................ $14,700 98.00% $150 50% $300 50% $ 900 75%
</TABLE>
5
<PAGE> 10
INVESTMENTS
MAKING YOUR PLAN INVESTMENTS
To start a Plan, you must complete an application indicating your monthly
Plan investment amount. You may make Plan investments by check or automatically.
Plan investments after deduction of applicable creation and sales charges will
be invested in Class II Shares at net asset value.
BY CHECK
Your check should be in the amount of your initial monthly investment
unit and made payable to State Street Bank and Trust Company,
Custodian, and mailed to, Boston Financial Data Services, Inc. (BFDS),
P.O. Box 8300, Boston, Massachusetts 02266-8300.
AUTOMATIC INVESTMENT PROGRAM
If you wish to have investments in your Plan made automatically without
having to write a check each month, you may request that investments be
made by means of pre-authorized checks. Under this program, each month
BFDS will draft your bank account in the amount of the monthly
investment. You may choose to have investments in your Plan made
automatically through a military or government allotment.
To initiate a Pre-Authorized Check Investment Program, you should
complete the appropriate forms and forward them to BFDS. You may
terminate a Pre-Authorized Check Investment Program at any time by
written notice to BFDS at least five days prior to the date of the next
scheduled draft.
After your Plan application has been accepted and initial investment has
been received, you will receive a statement showing the number of Class II
Shares purchased for your account.
EXTENDED INVESTMENT OPTION
You may continue making monthly investments pursuant to the Extended
Investment Option after completing all scheduled investments under your Plan.
You may stop all future investments under this option by notifying BFDS in
writing.
CREATION AND SALES CHARGES
The Sponsor receives Creation and Sales Charges as compensation for its
services and costs in creating the Plans and arranging for their administration,
for making the Class II Shares available to you at their net asset value and for
selling expenses and commissions with respect to the Plans. These charges are
deducted from each of the first 12 monthly investments. For example, on a $50
per month Plan, $25.00 is deducted from each of the first 12 investments.
RIGHTS OF ACCUMULATION
To qualify for reduced Creation and Sales Charges, you must submit all of
the applications for the Plans involved at the same time and include a letter
from you (or your dealer) requesting that the face amounts of your Plans and the
value of any other AIM Funds then owned be aggregated for the purpose of
determining applicable Creation and Sales Charges. If you discontinue
investments under one or more of your Plans, you will be responsible for paying
the Creation and Sales Charges previously avoided.
You, your spouse, your children under the age of 21 and a trustee may
combine the face amounts of two or more Plans purchased at any time and the
value of any other AIM Funds or Plans then owned and want to take advantage of
the lower Creation and Sales Charges available on larger sized investments.
You and the other persons listed in the preceding paragraph may also
qualify for a reduced Creation and Sales Charge on a new Plan purchase by
combining the face amount of any existing Plan(s) on which investments are
current with the face amount of the new purchase or when increasing the face
amount of any existing Plan(s) on which investments are current.
For rights of accumulation, a Plan is considered to be current if:
(a) it has been completed and not redeemed;
(b) it has not been completed but has at least as many investments
recorded as there are months elapsed since establishment or since
being increased; or
(c) it is a qualified retirement plan, including an IRA.
6
<PAGE> 11
Reduced Creation and Sales Charges apply to investments made after the
Sponsor has been notified of the eligibility of such Plans for reduced Creation
and Sales Charges and has received the information necessary to confirm such
eligibility. In the case of existing IRA Plans at the $166.66 per month level,
reduced Creation and Sales Charges will apply to investments made on both the
existing Plan and the new Plan.
MAKING PREINVESTMENTS TO COMPLETE THE PLAN AHEAD OF SCHEDULE
You may complete a Plan ahead of schedule by making investments in advance
of their due dates, but you may make no more than 24 investments in one calendar
year, including any monthly investments. In addition to these advance
investments, you may make an additional 24 investments which may be made
initially or at any time during the life of the Plan. You may not make advanced
investments if doing so would cause your Plan to be more than 48 investments
ahead of schedule. You may accrue and pay investments in a lump sum. These
preinvestments provisions may be waived only
(a) to make a Plan that is in arrears current,
(b) for a transfer of assets from a tax-sheltered retirement plan to a
Fund tax-sheltered retirement plan, or
(c) in the event of your death, to allow the Plan to be completed at
one time by the estate or beneficiary.
You will not avoid Creation and Sales Charges by making investments ahead
of schedule.
CHANGING THE FACE AMOUNT OF A PLAN
You may increase the amount of your Plan at any time. In addition, prior to
making the 12th investment under a Plan, you may decrease the amount of your
Plan by as much as 50% of the face amount. You should send requests for changes
in the face amount of your Plan and a completed Plan application for the new
face amount to AIM Distributors. The revised Plan must be in one of the
denominations listed on page 3. 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 revised Plan at the time that it is established. For a
period of 12 months following an increase in the face value of a Plan, you may
reduce the face value of the Plan to an amount not less than the original face
value. Investments already made will be credited to the revised Plan.
WITHDRAWALS AND TERMINATION
TIMING OF RECEIPT OF PROCEEDS ON REDEMPTIONS OF CLASS II SHARES
You will be sent the proceeds of a partial or complete redemption of Class
II shares within seven days after BFDS receives all necessary documents in
proper order. However, if you redeem shares recently purchased by check, you
will be required to wait up to ten business days before BFDS will send your
redemption proceeds. This delay is necessary to ensure that the purchase check
has cleared. The payment period may be extended if the Custodian's right to
redeem shares of the Fund has been suspended or restricted because: (a) trading
on the NYSE is restricted, as determined by the applicable rules and regulations
of the SEC; (b) the NYSE is closed for other than customary weekend and holiday
closings; (c) the SEC has by order permitted such suspension; or (d) an
emergency as determined by the SEC exists making disposition of portfolio
securities or the valuation of the net assets of the Fund not reasonably
practicable.
PARTIAL WITHDRAWALS WITHOUT TERMINATING A PLAN
If you withdraw or sell all of the Class II Shares in your Plan, your Plan
will normally be terminated. However, if you have owned your Plan for at least
45 days, you may also request a partial withdrawal or sale of up to 90% of your
Class II Shares without terminating your Plan and keep your Plan in effect. If
you withdraw your Class II Shares from your Plan, you will own those shares
directly. If you elect to sell your shares, BFDS, acting as your agent, will
withdraw and sell the shares and pay the proceeds to you. While there is no fee
for a partial withdrawal or sale, there may be federal income tax consequences
to you from engaging in a partial withdrawal or sale of your shares.
You may request a partial withdrawal or sale by writing BFDS at the address
listed in this prospectus or by calling BFDS at (617) 483-5000. You may withdraw
or sell your Class II Shares by telephone only if:
(a) the proceeds are made payable to you and mailed to your address of
record with us;
(b) there has been no change of address of record with us within the
proceeding 30 days;
(c) you can provide proper identification information;
(d) the proceeds of the withdrawal do not exceed $50,000; and
(e) your Class II Shares are not held in an IRA or other retirement
plan.
7
<PAGE> 12
Class II Shares you elect to withdraw are redeemed at their net asset value
next determined after BFDS receives a request in proper form. You may withdraw
or sell Class II Shares during the hours the NYSE is open for business. A dealer
who fails to submit a request for withdrawal within the prescribed time frame
will be responsible for any losses.
AIM Distributors has made arrangements with certain dealers to accept
telephone instructions for the withdrawal of Class II Shares. AIM Distributors
may impose conditions on these dealers, including the condition that they enter
into agreements (which contain additional conditions with respect to the
withdrawal of shares) with AIM Distributors. The Fund, AIM Distributors, the
Custodian, and BFDS will not be liable for any loss, expense or cost arising out
of any telephone withdrawal request effected in accordance with the
authorization set forth in your account application if they reasonably believe
such request to be genuine.
While there is currently no limit to the number of partial withdrawals or
sales that you can make, the Sponsor could limit you to exercising the partial
withdrawal privilege once during each calendar year. Each partial withdrawal or
sale must be at least $100. No partial withdrawal will affect the total number
of Plan investments, the period in which such investments are to be made, or the
unpaid balance of Plan investments under your Plan.
After a partial cash withdrawal, you may, but are not required to, restore
the value of your Plan by remitting to BFDS an amount equal to the cash
withdrawal. This amount will be used to purchase Class II Shares for your
account at their next determined net asset value. You may make a repayment of a
partial cash withdrawal after a period of 90 days from the date of redemption,
except in the case of plan accounts that are IRAs, for which a reinvestment may
be made after a period of 45 days. All reinvestments must be at least $500 or
the unrestored amount of the cash withdrawal, whichever is less. Restoration of
a partial liquidation of Class II Shares held in an IRA account must be made
within 60 days in order to avoid tax consequences, including early withdrawal
penalties. You must clearly identify replacements of partial cash withdrawals to
distinguish them from regular monthly plan investments.
See "Complete Withdrawal or Termination" below for information concerning
the method of providing written instructions to the Custodian to effect a
partial withdrawal or liquidation and the circumstances under which the
redemption of shares may be delayed.
COMPLETE WITHDRAWAL OR TERMINATION
You may terminate your Plan at any time by writing to BFDS. When you
terminate your Plan you may request that the Custodian deliver the Class II
Shares you have accumulated (properly registered in your name) in book entry
form or in certificate form. You may instead direct the Custodian, as your
agent, to withdraw your shares, redeem them and send you the proceeds. If you
direct the delivery of your Class II Shares, sufficient shares will be redeemed
to pay authorized deductions and transfer taxes, with any net balance to be paid
in cash. The redemption of Class II Shares is a taxable event. See "DIVIDENDS,
CAPITAL GAINS AND TAXES."
The Custodian requires that instructions in writing for full redemption of
Class II Shares held in a Plan be in the form of a signed letter with your
signature guaranteed. A signature guarantee is designed to protect you, the
Plan, the Sponsor and the Custodian. Acceptable guarantors are banks,
broker-dealers, savings and loan associations, credit unions, national
securities exchanges and any other "eligible guarantor institution" as defined
in rules adopted by the Securities and Exchange Commission (SEC). A notary
public is not an acceptable guarantor. The Sponsor currently does not require
signature guarantees for redemption requests of $50,000 or less unless the
proceeds are to be paid to a person other than the record owner or are to be
sent to an address other than the one of record. You will be given notice if
this policy is changed. Currently, in addition to these requirements, if you
have invested in the Plan to establish an IRA, you should include the following
information along with your written request for either partial or full
redemption of Class II Shares: (a) a statement as to whether or not you have
attained age 59 1/2; (b) a statement as to whether or not you are legally
disabled; (c) a statement as to whether or not you elect to have federal income
tax withheld from the proceeds of the redemption; and (d) your Social Security
number along with the following statement: "I certify under penalties of perjury
that the Social Security number provided is correct and that I am not subject to
backup withholding either because I am exempt from backup withholding, I have
not been notified by the Internal Revenue Service that I am subject to backup
withholding, or the Internal Revenue Service has notified me that I am no longer
subject to backup withholding." If you have been notified by the Internal
Revenue Service that you are currently subject to backup withholding, then you
should modify the preceding statement accordingly. Even if you elect not to have
federal income tax withheld, you are liable for federal income tax on the
taxable portion of the redemption. You may also be subject to tax penalties
under the estimated tax payment rules if your payments of estimated tax and
withholding, if any, are not adequate. All documents must be in proper order
before any redemption can be executed. You should send redemption requests to
BFDS. The redemption price will be the net asset value of Class II Shares next
determined after AIM Distributors or BFDS receives such documents in proper
order.
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<PAGE> 13
PLAN REINSTATEMENT PRIVILEGE
You may, within 90 days after you have completely terminated your Plan, by
written request to BFDS, reinstate your Plan without any sales charge, subject
to certain restrictions:
(a) By including with the request an amount which is 10% or more of
the redemption proceeds, if no refunded sales charges were provided in the
termination.
(b) By including with the request the full amount of all refunded
sales charges, plus an amount equal to 10% or more of the shares redeemed,
as described in the "Cancellation and Refund Rights" section on page 10.
You may not reinstate a terminated plan if you have ever exercised the
privilege previously. If you exercise the Plan Reinstatement Privilege, neither
the total number of monthly investments to be made nor the unpaid balance of
monthly Plan investments under the Plan will be changed.
The complete termination of your Plan will normally result in the
realization of gain or loss for federal income tax purposes. Any gain will be
recognized and subject to the applicable capital gains tax. If a loss is
realized, reinstatement of your Plan could effect a "wash sale," meaning that
the loss will not be recognized for tax purposes. The amount of the
non-recognized loss will, however, be added to the cost of the reinstated Plan
to determine your basis for tax purposes.
In addition to the Plan Reinstatement Privilege described above, the
Sponsor may from time to time permit planholders who have previously terminated
their Plans to establish new Plans on the following terms:
(a) The Planholder must open the new Plan with an investment equal to
or less than the amount of the redemption proceeds received upon redemption
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 investment due on the new Plan will be the
number of the next investment 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.
PLANHOLDER OPTIONS AND SERVICES
RETIREMENT PLANS
You may use a Plan to establish tax-deferred qualified retirement plans
such as IRAs, IRA-SEPs, Profit Sharing Plans and Money Purchase Plans. The
Sponsor has detailed information about such plans, including service fees
charged. The annual maintenance fee charged by the Custodian for plans offered
by the Sponsor is found under the Service Charges and Other Fees on page 12.
This fee will be deducted from plan shares unless it is paid in advance. In
addition, IRA rollover or transfer contributions can be accepted into a Plan
from qualified individuals. However, a tax-deferred qualified retirement plan
may not be established by changing the registration of an existing plan.
SYSTEMATIC WITHDRAWAL PROGRAM
When you complete all regularly scheduled investments, you may choose to
establish a Systematic Withdrawal Program. If you are holding Plans in IRAs,
Keogh plans, or other retirement plans you may choose to establish a Systematic
Withdrawal Program by notifying the Sponsor that you do not intend to make any
further Plan investments. Under this program, you may choose to receive monthly
or quarterly checks in any amount of $50 or more. To provide funds for these
payments, the Custodian, as your agent, will redeem shares held in your account
on the first business day of each month or quarter, at the Fund's current net
asset value. You may cancel, or change the amount of payments made to you under
a Systematic Withdrawal Program at any time.
While a Systematic Withdrawal Program is in effect, you may not elect to
receive dividends and distributions in cash on Class II Shares held in your
account. If you have not completed a Plan, you may not establish Systematic
Withdrawal Program.
The IRS considers payments you receive under a Systematic Withdrawal
Program as a taxable transaction. Since such payments are funded by the
redemption of shares of the Fund, they will be treated for tax purposes as a
sale or exchange of a capital asset. The payments will result in the recognition
of a capital gain or loss, rather than ordinary income.
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<PAGE> 14
FEDERAL INCOME TAX WITHHOLDING
As an additional service, BFDS may withhold 28% of any income dividend or
capital gains distribution by the Fund and send that amount to the Internal
Revenue Service as a credit against your tax liability, if any. The amount
withheld may or may not be equal to the additional taxes you may owe due to the
dividend or distribution. The withholding service, however, is only available to
you if you reinvest your distributions in full. If you elect to authorize this
withholding, the number of Class II Shares purchased with the remainder of the
income dividend or capital gains distribution will be less than would have
otherwise been the case.
This service is available with respect to all Plans except qualified
retirement plans, including IRAs. You may initiate this option by writing to
BFDS. Once initiated, the withholding remains in effect until you notify BFDS in
writing to terminate the withholding.
STATEMENTS, REPORTS AND NOTICES
BFDS will mail a statement to you for each investment stating the price per
Class II Shares purchased and the total number of Class II Shares held for your
account. A notice of the next investment due is included. You will also receive
at least annually a current Fund prospectus and audited financial statements of
the Fund, including a complete list of all securities held in the Fund's
portfolio, and copies of all other reports sent by the Fund to its shareholders.
You will be sent notices of all income dividends and capital gains distributions
made with respect to Class II Shares, together with tax reporting information
relating to such dividends and distributions. Any notices, reports or documents
required to be given to you under this Prospectus will be conclusively deemed to
have been given upon mailing to your address of record, and the date of such
mailing will be deemed the date such notice was given.
RIGHTS AND POLICIES
CANCELLATION AND REFUND RIGHTS
You have certain rights of cancellation as follows:
(a) You will receive notice regarding your cancellation rights within
60 days after issuance of the Plan. If you elect to cancel your Plan, you
must submit a written request to Boston Financial Data Services, Inc., P.O.
Box 8300, Boston, Massachusetts 02266-8300, so that it is received within
45 days after the mailing of that notice. You will receive a cash refund
equal to the sum of (1) the current net asset value of the Class II Shares
credited to your Plan account on the date that the cancellation request is
received by BFDS and (2) an amount equal to the difference between the
investments made under your Plan and the net amount invested in Class II
Shares.
(b) You may submit a written request to BFDS at any time within an
18-month period beginning on the date of the issuance of the Plan and
receive from the Sponsor a cash payment equal to the sum of (1) the current
net asset value of the Class II Shares credited to the account on the date
of redemption and (2) the amount by which the Creation and Sales Charges
deducted from the Planholder's investments exceed 15% of the investments
made up to the date of redemption. Service charges and other fees are not
refundable.
You will be sent a written notice of this right of cancellation: (a) if
during the first 15 months after the date of issuance of the Plan, you have
missed three investments or more; or (b) if following the first 15 months after
the date of issuance of the Plan (but prior to 18 months after such date), you
have missed one investment or more. If the Sponsor has previously sent a notice
in connection with event (a) above, a second notice will not be sent even if
additional investments are missed.
These notices will inform you of your rights, and will also include the
value of the account and the amount you would be entitled to receive upon
cancellation, as of the date of the notice. For a cancellation request above
$50,000 your signature must be guaranteed.
VOTING RIGHTS
You will receive a notice and proxy statement for each shareholder meeting
of the Fund. The Custodian will vote the shares held in your account as you
instruct on the voting instructions card which will accompany the notice and
proxy statement. If the voting instructions card is validly executed and
returned without specification of a choice, the shares will be voted in favor of
the proposals of the Fund's management. The Custodian will vote shares for which
no valid voting instructions have been received in the same proportion as it
votes shares for which it has received instructions. You may attend any such
meetings, and if you desire to vote in person the shares held in your account,
you may make a written request to the Custodian for a proxy prior to the meeting
which will permit the shares to be voted in person.
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<PAGE> 15
TRANSFER OR ASSIGNMENT RIGHTS
To secure a loan, you may assign your right, title and interest in a Plan
to a bank or other lending institution. (Qualified retirement plans, including
IRAs, are required by federal tax law to be non-assignable.) The bank or other
lending institution, however, will not be entitled to exercise the right of
partial withdrawal or partial liquidation. During the term of the assignment,
you will be entitled to all dividends and distributions on Class II Shares. In
addition, you may:
(a) transfer your right, title and interest to another person whose
only right shall be the privilege of complete withdrawal from the Plan; or
(b) transfer your right, title and interest to another person, trustee
or custodian acceptable to the Sponsor, who has made application to the
Sponsor for a similar Plan.
The Custodian will, at the request of the assignee, record an assignment
until such time as the assignee notifies BFDS that the assignment has been
released. No such assignment will be binding on the Custodian until it is
recorded. Until the Custodian and the Sponsor have permitted such assignment to
be recorded, they may treat you as the sole and absolute owner of the Plan and
the related Class II Shares.
TERMINATION OF A PLAN BY THE SPONSOR OR CUSTODIAN
A Plan normally remains in existence until you have made 300 investment
units into your Plan. Neither the Sponsor nor the Custodian can terminate a Plan
unless you have failed to make investments for a period of 6 consecutive months
from the scheduled due date of the last investment made (including any
investments made in advance of their scheduled due dates). For example, if you
have made all investments due under your Plan through June 30th of a given year
(regardless of when such investments were made) and you make no further
investments, your Plan may not be terminated before December 31st of that same
year. Any scheduled investment made prior to the termination of a Plan extends
the due dates of all future investments for a period equal to the period during
which no investments were made. Accordingly, you need only make one investment
during each 6-month period to prevent your Plan from being terminated.
A Plan may also be terminated prior to the accumulation of 300 investment
units if shares of the Fund are not available and a substitution is not made.
After 300 investment units have been made, or on the happening of any of the
other events justifying termination, the Sponsor or the Custodian may terminate
a Plan 60 days after mailing to you a written notice of the termination.
On termination, the Custodian, acting as your agent, must withdraw the
shares from the Custodianship and, as your agent, may surrender for sale all of
your Class II Shares, or sufficient Class II Shares to pay all authorized
deductions. Any adjustment in Creation and Sales Charges or other charges
occasioned by virtue of your termination through the exercise of one of the
refund privileges will be made at the same time. The shares and/or cash, after
payment of all authorized deductions, will be held by the Custodian as your
agent for delivery to you upon your instruction. No interest will be paid on any
cash balances held. If the Custodian does not receive a response within 60 days
after mailing the notice of termination to you, the Custodian, in its
discretion, may mail the shares and/or check payable to you, to your last known
address of record, and you will be deemed to have no further rights under your
Plan. In all events, terminated Plans will not be resold. Undeliverable shares
and cash will be held by the Custodian in trust for your account, subject to
applicable abandoned property laws.
SUBSTITUTION OF SHARES
The Sponsor may substitute shares of another investment as the underlying
investment if it deems such action to be in the best interests of the
Planholders. Substituted shares generally will be comparable in character and
quality to the Class II Shares, and will be registered with the SEC under the
Securities Act of 1933, as amended. Before any substitution can be made, the
Sponsor must:
(a) Obtain an order from the SEC approving such substitution under the
provisions of Section 26(b) of the Investment Company Act of 1940, as
amended (the 1940 Act);
(b) Give written notice of the proposed substitution to the Custodian;
(c) Give written notice of the proposed substitution to you, giving a
reasonable description of the substituted fund shares, disclosing that,
unless you respond within 30 days of the date of mailing of such notice,
you will be considered to have agreed to bear your pro rata share of
expenses and taxes in connection with the substitution. The pro rata share
of expenses and taxes are payable from any income dividends and any capital
gains distributions, but if such dividends and distributions are
insufficient, the pro rata share of expenses and taxes are collectable by
the Custodian from the proceeds of the sale of Class II Shares held for
your account; and
(d) Provide the Custodian with a signed certificate stating that such
notice has been given to you.
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<PAGE> 16
If you do not respond within the 30-day notice period, the Custodian will
purchase shares of the substituted fund with your subsequent investments and any
dividends and distributions which may be reinvested for your account. If shares
of the substituted fund are also to be substituted for the shares already held,
the Sponsor must arrange for the Custodian to be furnished, without payment of a
sales charge of any kind, with shares of the substituted fund having an
aggregate value equal to the value of shares of the Fund for which they are to
be exchanged.
If Class II Shares are not available for purchase for a period of 90 days
or longer, and the Sponsor fails to substitute other shares, the Custodian may,
but is not required to, select another underlying investment. If the Custodian
selects a substitute investment, it shall first obtain an order from the SEC
approving such substitution as specified above and then shall notify you, and
if, within 30 days after mailing such notice, you give your written approval of
the substitution and agree to bear your pro rata share of actual expenses,
including any tax liability sustained by the Custodian, the Custodian may
thereafter purchase such substituted shares. Your failure to give such written
approval within the 30-day period shall give the Custodian authority to
terminate your Plan.
If Class II Shares are not available for purchase for a period of 90 days
or longer, and neither the Sponsor nor the Custodian substitutes other shares,
the Custodian has the authority, without further action on its part, to
terminate the Plans.
PLAN COMPLETION
After you have completed your Plan investments, you have the following
options:
(a) Have the Custodian hold your Class II Shares until after the 300th
investment has been made;
(b) Register your Class II Shares in your name;
(c) Sell your Class II Shares and receive the cash proceeds; or
(d) Establish a Systematic Withdrawal Program.
You may also continue the Custodianship after the 300th investment under
the Plan, subject to the right of the Sponsor or Custodian to terminate the
Plan.
SERVICE CHARGES AND OTHER FEES
There are currently no deductions against Planholders' accounts or against
Fund dividends and/or distributions to compensate the Sponsor or the Custodian
for its services except the fees and charges described below.
If your Plan is not current and you have not made any Plan investments for
a 12-month period, the Custodian will deduct from your account a fee of $12 per
year for its services. If you send a Plan investment by check or other order for
the payment of money which is not honored by the bank on which it is drawn, the
Custodian will deduct $5.00 from your account for each monthly Plan investment.
The Custodian will charge you $2.50 for terminating a Plan.
If you establish your Plan as an IRA, the Custodian will deduct an annual
IRA custodial fee of $10 from your account. You may pay this annual fee in
advance by sending a separate check clearly identified as an IRA custodial fee
payment to the Custodian.
The Fund and the Sponsor reserve the right to impose a processing fee of
$1.50 for each monthly Plan investment received by check (up to a maximum of $5
per event). You do not pay a fee for your initial investment to establish a
Plan. There is no processing fee on monthly Plan investments made through an
automatic investment option. The check processing fee is not currently in
effect.
A Planholder will be charged for reproduction of account history at the
rate of $5.00 for each year researched.
All other Custodian fees which would otherwise be charged to the Plan or
the Planholders, or deducted from Fund dividends and/or distributions, may be
paid by the Fund or the Sponsor. Although there is no current intention to do
so, the Fund reserves the right to cease paying such fees, and the Sponsor
reserves the right to cause deductions in the future against the Plans, the
Planholders, and Fund dividends and/or distributions to compensate the Custodian
for its services.
DIVIDENDS, CAPITAL GAINS AND TAXES
Unless otherwise directed by you, the net amount of all income dividends
and capital gains distributions, are automatically used to purchase additional
Class II Shares at net asset value. No sales charge is made on any such
reinvestment. You may instruct BFDS by written notice, received at least seven
days prior to the record date of an income dividend or capital gains
distribution, to remit the net amount of such dividend or distribution to you.
You may change these directions at any time.
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<PAGE> 17
You are deemed for federal income tax purposes to be the owner of the
underlying Class II Shares accumulated in your account. Dividends and
distributions on such shares paid to you in cash or reinvested in additional
Class II Shares are taxable to you. See "Taxes" in the accompanying Fund
prospectus for a discussion of the tax treatment of such dividends and
distributions. As soon as practicable after the close of each calendar year, you
will be advised of the amount and nature of the ordinary income dividends and
capital gains distributions received on your behalf during such year. Qualified
retirement plans, including IRAs, may be entitled to defer taxes until some
later date. Participants should consult their tax advisors.
The Creation and Sales Charges deducted from your investments in your Plan
are not deductible for tax purposes by you, but are included in your tax basis
for the Class II Shares in your account. Any Custodian fee and service charge
you may have paid (whether as a deduction from your investments in your Plan or
as a deduction from the distributions made on the Class II Shares in your
account) may be deductible for tax purposes by you dependent on whether you
itemize deductions, the total amount of your miscellaneous itemized deductions
and the level of your adjusted gross income.
Under provisions of the Code, the Custodian may be required to withhold
from dividends and liquidations 31% of all amounts otherwise payable to you if
you have not provided the Custodian with a correct certified tax identification
number or if you have been notified by the Internal Revenue Service that you are
subject to "backup withholding" because of underreporting of reportable
payments. The amounts withheld will be credited against your federal income tax
liability, and, if withholding results in an overpayment of taxes, you may
obtain a refund from the Internal Revenue Service.
Neither the Custodian, BFDS, nor the Sponsor bears any taxes arising from
the custody of the Class II Shares or the operations of the Custodianship under
the Plans. The Custodian, BFDS, and the Sponsor are authorized to incur any
expenses deemed necessary or appropriate in connection with any claim or
possible claim for taxes against the Custodianship or the accounts of
Planholders. The Sponsor or the Custodian may, in its discretion, deduct charges
against your account on a pro rata basis (determined by reference to the total
number of Class II Shares affected) in order to pay or set up reserves for such
claims and related expenses.
ADDITIONAL INFORMATION
THE CUSTODIAN
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02101, acts as Custodian for the Plans pursuant to a custodian
agreement, dated April 29, 1999 (Custodian Agreement). The Custodian is a
corporation organized under the laws of the Commonwealth of Massachusetts. The
Custodian's Internal Revenue Service Employer Identification Number is
04-1867445.
The duties of the Custodian under the Custodian Agreement include the
receipt of all of your investments and income dividends and capital gain
distributions on Class II Shares, the processing of all authorized deductions
therefrom and the purchase and retention of Class II Shares for your accounts.
The Custodian also effects partial or complete liquidations of Plans in
connection with withdrawals or terminations and the various other functions
discussed above.
The Custodian receives and holds in trust without interest all cash and
Class II Shares held by a Plan until completion and/or termination of the Plan.
BFDS keeps a complete record of your account and mails receipts for each of your
investments showing the number of shares held for your account, notices
(including distribution notices and tax statements), reports to shareholders,
prospectuses and proxy material. The Custodian causes periodic audits to be
taken of the records it maintains relating to the Plans, unless such audits are
arranged for by the Sponsor, and prepares and files tax returns and other
reports required by law. The Custodian assumes only those responsibilities
specifically imposed on it under its Custodian Agreement with the Sponsor. The
Custodian has no responsibility for the choice of the underlying investment, for
the investment policies and practices of the management of the Fund, for the
acts or omissions of the Sponsor, for compliance by the Sponsor with the laws of
the United States, any state or other jurisdiction relating to the sale,
registration or qualification of securities, or for the Sponsor's compliance
with any rules, regulations or orders of any regulatory agencies or commissions,
for the validity of written designations of beneficiaries executed by
planholders, or for signatures guaranteed by persons other than banks or members
of national securities exchanges.
The Custodian is authorized to commingle only those payments, dividends and
certificates of Class II Shares which are held for or received from the various
planholders of Plans which are subject to this Prospectus. While the Custodian
does not assert a lien in general terms on the property held by it, the
authorization conferred on the Custodian to make the various deductions
discussed above, and in certain cases to sell Class II Shares, may be considered
authorization to the Custodian to create such liens.
The Custodian Agreement cannot be amended in such a manner as to adversely
affect your material rights and privileges without your written consent.
An unlimited number of Plans may be issued under the Custodian Agreement.
Under certain circumstances as provided in the Custodian Agreement, the
Sponsor or the Custodian has the right to terminate the services of the
Custodian. However, no such termination or resignation may be made as to the
Plans then in force unless all
13
<PAGE> 18
Class II Shares have been liquidated and the proceeds distributed to you, or
unless a successor custodian has been designated and has accepted the
custodianship. Any successor custodian must be a bank or trust company having at
all times aggregate capital, surplus and undivided profits in excess of
$1,000,000. Notice of such a change will be sent to you, but your consent is not
required.
THE SPONSOR
A I M Distributors, Inc., (11 Greenway Plaza, Houston, Texas, 77046) is a
Delaware corporation organized on November 18, 1976. It is a wholly owned
subsidiary of A I M Advisors, Inc. (AIM). AIM is a wholly owned subsidiary of
A I M Management Group Inc. (AIM Management), the parent corporation of AIM. AIM
Management is a holding company engaged in the financial services business and
is an indirect wholly owned subsidiary of AMVESCAP PLC, a publicly-traded
holding company that, through its subsidiaries, is engaged in institutional
investment management and retail mutual fund businesses in the United States,
Europe and the Pacific Region. AIM Distributors is a member of the National
Association of Securities Dealers, Inc. The Sponsor's directors and principal
officers, all of whom have the same business address as the Sponsor, are listed
below. AIM Distributors' Internal Revenue Service Employer Identification Number
is 74-1894784.
Charles T. Bauer is Chairman of the Board of Directors, A I M Management
Group Inc., A I M Advisors, Inc., A I M Capital Management, Inc., A I M
Distributors, Inc., A I M Fund Services, Inc. and Fund Management Company; and
Director and Vice Chairman, AMVESCAP PLC.
Michael J. Cemo is Director and President, A I M Distributors, Inc.;
Director and Senior Vice President, A I M Management Group Inc.; and Director,
A I M Fund Services, Inc.
Robert H. Graham is Director, President and Chief Executive Officer, A I M
Management Group Inc.; Director and President, A I M Advisors, Inc.; Director
and Senior Vice President, A I M Capital Management, Inc., A I M Distributors,
Inc., A I M Fund Services, Inc., and Fund Management Company; Director, AMVESCAP
PLC.
Gary T. Crum is Director and President, A I M Capital Management, Inc.;
Director and Senior Vice President, A I M Management Group Inc. and A I M
Advisors, Inc.; and Director, A I M Distributors, Inc. and AMVESCAP PLC.
W. Gary Littlepage is Director and Senior Vice President, A I M
Distributors, Inc., and Vice President, A I M Management Group Inc.
James L. Salners is Executive Vice President, A I M Distributors, Inc.
John Caldwell is Senior Vice President, A I M Distributors, Inc., A I M
Management Group Inc.; Director and President, A I M Fund Services, Inc.
Marilyn M. Miller is Senior Vice President, A I M Distributors, Inc.
Gordon J. Sprague is Senior Vice President, A I M Distributors, Inc.
Michael C. Vessels is Senior Vice President, A I M Distributors, Inc.
Gene L. Needles is Senior Vice President, A I M Distributors, Inc.
Carol F. Relihan is Director, Senior Vice President, General Counsel and
Secretary, A I M Advisors, Inc.; Senior Vice President, General Counsel and
Secretary, A I M Management Group Inc.; Director, Vice President and General
Counsel, Fund Management Company; General Counsel and Vice President, A I M Fund
Services, Inc.; and Vice President, A I M Capital Management, Inc. and A I M
Distributors, Inc.
Dawn Hawley is Chief Financial Officer and Senior Vice President of A I M
Management Group Inc.; Director, Senior Vice President and Treasurer of A I M
Advisors, Inc.; Vice President and Treasurer of A I M Capital Management, Inc.,
A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management Company.
B. J. Thompson is First Vice President, A I M Distributors, Inc.
Mary A. Corcoran is Senior Vice President, A I M Fund Services, Inc. and
Vice President of A I M Distributors, Inc.
James R. Anderson is Vice President, A I M Distributors, Inc. and Fund
Management Company
Mary K. Coleman is Vice President, A I M Distributors, Inc.
Melville B. Cox is Vice President and Chief Compliance Officer A I M
Advisors, Inc., A I M Capital Management, Inc., A I M Distributors, Inc., A I M
Fund Services, Inc. and Fund Management Company.
Glenda A. Dayton is Vice President, A I M Distributors, Inc.
Sidney M. Dilgren is Vice President, A I M Distributors, Inc.; and Senior
Vice President, A I M Fund Services, Inc.
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<PAGE> 19
Tony D. Green is Vice President, A I M Distributors, Inc.; and Senior Vice
President, A I M Fund Services, Inc.
Charles H. McLaughlin is Vice President, A I M Distributors, Inc.
Ivy B. McLemore is Vice President, A I M Distributors, Inc.
Ofelia M. Mayo is General Counsel, Vice President and Assistant Secretary,
A I M Distributors, Inc.; Assistant General Counsel and Assistant Secretary,
A I M Capital Management, Inc., A I M Fund Services, Inc. and Fund Management
Company and Assistant General Counsel, Assistant Secretary and Vice President,
A I M Advisors, Inc.
Terri L. Randsell is Vice President, A I M Distributors, Inc.
Kamala C. Sachidanandan is Vice President, A I M Distributors, Inc.
Frank V. Serebrin is Vice President, A I M Distributors, Inc.
Christopher T. Simutis is Vice President, A I M Distributors, Inc.
Gary K. Wendler is Vice President, A I M Distributors, Inc.
Norman W. Woodson is Vice President, A I M Distributors, Inc.
Mr. Bauer and Mr. Graham are directors of, and Messrs. Bauer, Graham and
Ms. Relihan are officers of, some or all of the investment companies advised or
managed by AIM. Directors of the Sponsor do not receive any compensation for
their services. Officers and employees of the Sponsor receive no compensation
from the Sponsor, but are compensated by AIM Management. All officers and
employees of the Sponsor are currently covered by a fidelity bond in the amount
of $35,000,000. AIM, a wholly owned subsidiary of AIM Management, acts as
investment advisor of the Fund and receives a fee from the Fund for its
services.
The Sponsor is the principal underwriter of the Fund and the following
other open-end investment companies advised or managed by AIM: AIM Advisor
Funds, Inc., AIM Equity Funds, Inc., AIM Funds Group, AIM Growth Series, AIM
International Funds, Inc., AIM Investment Funds, AIM Investment Securities
Funds, AIM Series Trust, AIM Special Opportunities Funds, AIM Tax-Exempt Funds,
Inc. and AIM Variable Insurance Funds, Inc.
GENERAL
The Plans are organized under and are governed by the laws of The
Commonwealth of Massachusetts. The Plans are considered to be a unit investment
trust under the 1940 Act and are so registered with the SEC. Such registration
does not imply supervision of management or investment practices or policies by
the SEC.
AIM Summit Investors Plans II are presently offered in all states.
This Prospectus omits some of the information contained in the registration
statement filed with the SEC. You may obtain copies of the registration
statement, including items omitted herein, from the SEC by paying the charges
prescribed under its rules and regulations.
15
<PAGE> 20
TRANSCRIPT OF A HYPOTHETICAL PERIODIC PAYMENT PLAN ACCOUNT(1)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
COL. A COL. B COL. C
- -----------------------------------------------------------------------------------------------
Amount of Payment Deductions from Payments on Principal
------------------------------------------------------------------------
(1) (2) (3)
------------------------------------------
UNDERWRITING
MONTHLY FOR COMMISSIONS,
FIRST YEAR AND LOADING FEES AND
ANNUALLY ALL OTHER SIMILAR INSURANCE OTHER
DATE OF PAYMENT THEREAFTER CUMULATIVE CHARGES PREMIUMS DEDUCTIONS
--------------- -------------- ---------- ----------------- --------- ----------
<S> <C> <C> <C> <C> <C>
March 1, 1999........ 600 6,000 0 0 0
March 1, 1998........ 600 5,400 0 0 0
March 1, 1997........ 600 4,800 0 0 0
March 1, 1996........ 600 4,200 0 0 0
March 1, 1995........ 600 3,600 0 0 0
March 1, 1994........ 600 3,000 0 0 0
March 1, 1993........ 600 2,400 0 0 0
March 1, 1992........ 600 1,800 0 0 0
March 1, 1991........ 600 1,200 0 0 0
February 1, 1990..... 50 600 25 0 0
January 1, 1990...... 50 550 25 0 0
December 1, 1989..... 50 500 25 0 0
November 1, 1989..... 50 450 25 0 0
October 1, 1989...... 50 400 25 0 0
September 1, 1989.... 50 350 25 0 0
August 1, 1989....... 50 300 25 0 0
July 1, 1989......... 50 250 25 0 0
June 1, 1989......... 50 200 25 0 0
May 1, 1989.......... 50 150 25 0 0
April 1, 1989........ 50 100 25 0 0
March 1, 1989........ 50 50 25 0 0
<CAPTION>
- --------------------- ----------------------------------------------------
COL. A COL. D COL. E
- --------------------- ----------------------------------------------------
Balance of payments on
principal available for investment
in trust property
-----------------------------------
MONTHLY FOR
FIRST YEAR AND LIQUIDATING
ANNUALLY VALUE OF
DATE OF PAYMENT THEREAFTER CUMULATIVE CERTIFICATE(2)
--------------- ------------------ -------------- --------------
<S> <C> <C> <C>
March 1, 1999........ 600 5,700
March 1, 1998........ 600 5,100
March 1, 1997........ 600 4,500
March 1, 1996........ 600 3,900
March 1, 1995........ 600 3,300
March 1, 1994........ 600 2,700
March 1, 1993........ 600 2,100
March 1, 1992........ 600 1,500
March 1, 1991........ 600 900
February 1, 1990..... 25 300
January 1, 1990...... 25 275
December 1, 1989..... 25 250
November 1, 1989..... 25 225
October 1, 1989...... 25 200
September 1, 1989.... 25 175
August 1, 1989....... 25 150
July 1, 1989......... 25 125
June 1, 1989......... 25 100
May 1, 1989.......... 25 75
April 1, 1989........ 25 50
March 1, 1989........ 25 25
</TABLE>
- ---------------
(1) (a) The transcript assumes that there has been no lapse or cancellation of
your Plan.
(2) The inception date of Class II Shares is July 1, 1999, and therefore the
liquidating value cannot be determined.
16
<PAGE> 21
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and documents:
The facing sheet.
The Prospectus consisting of 16 pages.
Signatures.
Written consents of the following persons:
None
The following exhibits:
Exhibit Number Description
- -------------- -----------
1.A(1) - Custodian Agreement, dated April 29, 1999
between A I M Distributors, Inc. and State
Street Bank and Trust Company was filed
electronically as an Exhibit to the
Registrant's Initial Registration Statement
on April 30, 1999, and is incorporated by
reference herein.
A(2) - None.
A(3)(a) - None.
A(3)(b) - Form of Dealer Agreement between
A I M Distributors, Inc. and selected
dealers was filed electronically as an
Exhibit to the Registrant's Initial
Registration Statement on April 30, 1999.
A(3)(c) - AIM Summit Investors Plans II Commission
Schedule was filed electronically as an
Exhibit to the Registrant's Initial
Registration Statement on April 30, 1999,
and is incorporated by reference herein.
A(4) - None.
A(5)(a) - None.
A(6)(a) - Certificate of Incorporation, as amended,
of A I M Distributors, Inc. was filed
electronically as an Exhibit to the
Registrant's Initial Registration Statement
on April 30, 1999, and is incorporated
by reference herein.
A(6)(b) - Amended and Restated By-Laws of A I M
Distributors, Inc. dated February 11, 1997
was filed electronically as an Exhibit to
the Registrant's Initial Registration
Statement on April 30, 1999, and is
incorporated by reference herein.
A(7) - None.
1
<PAGE> 22
Exhibit Number Description
- -------------- -----------
A(8)(a)(i) - Distribution Agreement between A I M
Distributors, Inc. and Registrant dated
February 28, 1997 was filed electronically
as an Exhibit to the Registrant's Initial
Registration Statement on April 30, 1999,
and is incorporated by reference herein.
A(8)(a)(ii) - Amendment No. 1 to the Distribution
Agreement between A I M Distributors, Inc.
and Registrant dated February 28, 1997 was
filed electronically as an Exhibit to the
Registrant's Initial Registration Statement
on April 30, 1999, and is incorporated
by reference herein.
A(9)(a) - None.
A(10)(a) - Form of AIM Summit Investors Plans II
Application was filed electronically as an
Exhibit to the Registrant's Initial
Registration Statement on April 30, 1999.
2. - Opinion and Consent of Ballard Spahr
Andrews & Ingersoll, LLP, was filed
electronically as an Exhibit to the
Registrant's Initial Registration Statement
on April 30, 1999, and is incorporated
by reference herein.
3.A - Omitted Financial Statements - None.
3.B - Consent - None.
4. - None.
5. (Exhibit 27) - Financial Data Schedule - None.
2
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Sponsor of the Registrant has duly caused this Pre-Effective Amendment to
its Registration Statement to be signed on behalf of the Registrant by the
undersigned thereunto duly authorized, and its seal to be hereunto affixed
and attested, all in the City of Houston and State of Texas on the 24th day
of June, 1999.
Registrant: AIM SUMMIT INVESTORS PLANS II
By: A I M DISTRIBUTORS, INC.
/s/ MICHAEL J. CEMO
By: ------------------------------
Michael J. Cemo, President
ATTEST:
/s/ KATHLEEN J. PFLUEGER
- -------------------------------
Kathleen J. Pflueger, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment to the Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MICHAEL J. CEMO President and Director June 24, 1999
- --------------------------- (Principal Executive Officer)
(Michael J. Cemo)
/s/ CHARLES T. BAUER Chairman and June 24, 1999
- --------------------------- Director
(Charles T. Bauer)
/s/ GARY T. CRUM Director June 24, 1999
- ---------------------------
(Gary T. Crum)
/s/ ROBERT H. GRAHAM Director June 24, 1999
- ---------------------------
(Robert H. Graham)
/s/ W. GARY LITTLEPAGE Director June 24, 1999
- ---------------------------
(W. Gary Littlepage)
/s/ DANA R. SUTTON Vice President and Treasurer June 24, 1999
- --------------------------- (Principal Financial and
(Dana R. Sutton) Accounting Officer)
<PAGE> 24
INDEX TO EXHIBITS
Exhibit Number Description
None
3
