<PAGE> 1
As filed with the Securities and Exchange Commission on December 29, 1998
1933 Act Registration No. 2-76910
1940 Act Registration No. 811-3444
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 22 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: SUMMIT INVESTORS PLANS I
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 March 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:
Summit Investors Plans, an indefinite amount of periodic
payment plans being registered.
F. Approximate date of proposed public offering:
March 1, 1999
<PAGE> 3
[AIM LOGO APPEARS HERE]
SUMMIT INVESTORS PLANS I
PROSPECTUS
MARCH 1, 1999
Summit Investors Plans provides for the accumulation of Class I Shares of AIM
Summit Fund, Inc.
Class I Shares of the fund are offered to and may be purchased by the general
public only through Summit Investors Plans I, a unit investment trust. 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 UNIT INVESTMENT TRUST 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.
<PAGE> 4
PROSPECTUS
MARCH 1, 1999
SUMMIT INVESTORS PLANS I
Summit Investors Plans I (Plans) for the accumulation of Class I shares of
AIM Summit Fund, Inc. (Fund) is 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). The front-end load (the "Creation and Sales Charge") on 15 year
Plans range from 8.50% on $9,000 Plans ($50.00 per month) to 1.00% on $1,080,000
Plans ($6,000 per month) and from 9.61% to 1.01% of the net amount invested,
respectively. Total deductions (Creation and Sales Charges and custodian fees)
range from 13.00% (on $9,000 Plans) to 1.04% (on $1,080,000 Plans) of the net
amount invested.
Investments under a Plan are applied, after authorized deductions, to the
purchase of Class I shares to the Fund ("Fund 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 you might not be able to complete a Plan. Since a
major portion of the entire Creation and Sales Charge is deducted from the first
year's payment, withdrawal or termination of an investment in the early years of
a Plan will probably result in a loss. For example, on a $9,000 Plan ($50 per
month) deductions amount to 11.50% of the investments made if you complete the
Plan. However, even after the application of the refund privilege described on
page 12, total deductions would amount to 18% of total investments if you
terminated the Plan at any time between two months and 18 months. Moreover, if
you continued the Plan for 19 months, total deductions would amount to 36.62% of
total payments; they would amount to 30.77% if you continued the Plan for two
years. A detailed description of all deductions appears on pages 4 and 5.
The value of the Fund's 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 price level of Fund 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 Fund 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.
SHARES OF THE FUND ARE OFFERED TO THE GENERAL PUBLIC ONLY THROUGH SUMMIT
INVESTORS PLANS I. You may acquire shares of other mutual funds managed by the
Fund's investment advisor, which have investment objectives similar in many
respects to those of the Fund by direct purchase at sales charges not exceeding
5.50% of the public offering price per share without incurring custodian fees or
penalties for early termination.
YOU HAVE THE RIGHT TO A 45 DAY REFUND OF YOUR INVESTMENT, AS WELL AS
CERTAIN OTHER LIMITED REFUND RIGHTS FOR CERTAIN PERIODS OF TIME AND UNDER THE
CONDITIONS DESCRIBED IN MORE DETAIL UNDER THE HEADING "CANCELLATION AND REFUND
RIGHTS" ON PAGE 12.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
PROSPECTUS OF THE CLASS I SHARES OF AIM SUMMIT FUND, INC.
You should read and retain this Prospectus for future reference.
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Introduction................................................ 3
Allocation of Investments and Deductions.................... 5
Total 25 Year Allocations of Investments and Deductions When
Extended Investment Option is Used........................ 6
A Typical $50 Monthly Investment Plan....................... 7
How To Start a Summit Investors Plan........................ 8
Rights and Privileges of Planholders........................ 8
Reinvestment of Income Dividends and Capital Gains
Distributions......................................... 8
Rights of Accumulation................................. 8
Federal Income Tax Withholding......................... 9
Voting Rights.......................................... 9
Statements, Reports and Notices........................ 10
Retirement Plans....................................... 10
Pre-Authorized Check Investment Program................ 10
Transfer or Assignment................................. 10
Acceleration of Investments............................ 11
Changing the Face Amount of a Plan..................... 11
Extended Investment Option............................. 11
Systematic Withdrawal Program.......................... 12
Cancellation and Refund Rights......................... 13
Partial Withdrawal or Partial Liquidation Without
Termination........................................... 13
Complete Withdrawal or Termination..................... 15
Plan Reinstatement Privilege........................... 16
Continuation of Custodianship.......................... 17
Custodian and Sponsor Charges............................... 17
Taxes....................................................... 19
Substitution of Shares...................................... 20
Termination of a Plan....................................... 21
The Custodian............................................... 21
The Sponsor................................................. 23
General..................................................... 25
Illustration of a Hypothetical $50 Monthly Summit Investors
Plan...................................................... 26
Financial Statements........................................
AIM Summit Fund, Inc. Class I 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 I 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.
2
<PAGE> 6
INTRODUCTION
Many people recognize the desirability of accumulating an investment
portfolio through a planned long-range investment program, but find it difficult
to save the necessary money to make periodic stock purchases. Summit Investors
Plans I (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.
Every Plan represents an agreement between yourself and State Street Bank
and Trust Company (Custodian) under which investments (after deduction of the
sales charge and custodian fees) are used to purchase shares of AIM Summit Fund,
Inc. (the "Fund") at their net asset value. AIM Distributors, Inc. (AIM
Distributors or Sponsor) is the sponsor and principle underwriter of the Plans.
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). The front-end load (the "Creation and Sales Charge") on
15 year Plans range from 8.50% on $9,000 Plans ($50.00 per month) to 1.00% on
$1,080,000 Plans ($6,000 per month) and from 9.61% to 1.01% of the net amount
invested, respectively. Total deductions (Creation and Sales Charges and
custodian fees) range from 13.00% (on $9,000 Plans) to 1.04% (on $1,080,000
Plans) of the net amount invested. These shares should be considered a long-term
investment and are not suitable if you are seeking quick profits or you might
not be able to complete a Plan. Since a major portion of the entire Creation and
Sales Charge is deducted from the first year's payment, withdrawal or
termination of an investment in the early years of a Plan will probably result
in a loss.
Investments made through a Plan will not result in direct ownership of Fund
shares. Your Plan represents an interest in a trust which has direct ownership
of the Fund shares. You have a beneficial interest in the underlying shares of
the Fund. PLAN CERTIFICATES, ISSUED UNDER PRIOR PROSPECTUSES, ARE NO LONGER
PROVIDED. ALL PLANS ESTABLISHED ON OR AFTER MARCH 1, 1995 ARE GOVERNED SOLELY BY
THE RULES, RIGHTS, PRIVILEGES AND BENEFITS SET FORTH IN THIS PROSPECTUS AS
AMENDED FROM TIME TO TIME. YOU SHOULD RETAIN THIS PROSPECTUS FOR FUTURE
REFERENCE. All Plans established prior to March 1, 1995 are governed by the
rules, rights, privileges and benefits set forth in the applicable Plan
Certificate.
The value of the shares of the Fund 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 Fund's 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 Fund shares then held is less than their cost will result in a
loss. Prepayment of all or part of the first year's investments in a Plan
increases the possible loss in the event of early termination. CLASS I SHARES OF
THE FUND ARE OFFERED TO THE GENERAL PUBLIC ONLY THROUGH SUMMIT INVESTORS PLANS
I. You may acquire shares of other mutual funds managed by the Fund's investment
advisor, which have investment objectives similar in many respects to those of
the Fund by direct purchase at sales charges not exceeding 5.50% of the public
offering price per share without incurring custodian fees or penalties for early
termination.
As described in the attached Prospectus of the Fund, the Fund is an
open-end, diversified investment company whose objective is capital growth.
Although the Fund may purchase income-producing securities, income will
generally not be a consideration in the selection of securities for the Fund's
portfolio. Ownership of Fund shares through a Plan provides you with several
advantages:
3
<PAGE> 7
(1) Diversification -- By pooling the money invested by many
investors, the Fund will be able to reduce (but not eliminate) risk by
diversifying its holdings among many securities in order to minimize the
portfolio impact of any single investment.
(2) Economics of Size -- Purchases and sales of securities often
entail disproportionately large unit costs on small transactions. The size
and volume of the Fund's portfolio transactions should enable it to effect
such transactions at better net unit prices than an individual could
achieve.
(3) Professional Management -- Ownership of many securities requires
the full-time skill and attention of professional managers.
The Plans contain a Creation and Sales Charge equal to as much as 50% of
the first 12 investments and lesser amounts of subsequent investments. In
addition to the Creation and Sales Charge, you must pay custodian fees and
incidental service fees to the Custodian and service charges to the Sponsor. See
"Custodian and Sponsor Charges."
For Plans established after May 1, 1993, 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. For Plans established prior to May 1, 1993, a Plan may be
terminated by the Custodian or Sponsor if you fail to make investments under
your Plan for a period of 12 months. Both types of Plans may be terminated if
Fund shares are not available and a substitution is not made. See "Termination
of a Plan" at page 20.
4
<PAGE> 8
ALLOCATION OF INVESTMENTS AND DEDUCTIONS
15 YEAR PLANS
<TABLE>
<CAPTION>
CREATION AND SALES CHARGES
------------------------------------------------ CUSTODIAN FEE
MONTHLY PER PER % OF -------------------
INVEST- TOTAL INVEST- INVEST- TOTAL PER TOTAL
MENT INVEST- MENT MENT INVEST- INVEST- DEDUCTIONS
UNIT MENTS 1 THRU 12 13 THRU 180 TOTAL MENTS MENT TOTAL(A) (A)(B)
------- ------- --------- ----------- ----- ------- ------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 9,000.00 $ 25.00 $ 2.77 $ 765.36 8.50% $1.50 $270.00 $ 1,035.36
75.00 13,500.00 37.50 4.15 1,147.20 8.50 1.50 270.00 1,417.20
100.00 18,000.00 50.00 5.00 1,440.00 8.00 1.50 270.00 1,710.00
125.00 22,500.00 62.50 6.25 1,800.00 8.00 1.50 270.00 2,070.00
150.00 27,000.00 75.00 5.89 1,889.52 7.00 1.50 270.00 2,159.52
166.66 29,998.80 83.33 6.54 2,098.68 7.00 1.50 270.00 2,368.68
200.00 36,000.00 100.00 7.86 2,520.48 7.00 1.50 270.00 2,790.48
250.00 45,000.00 125.00 9.82 3,149.76 7.00 1.50 270.00 3,419.76
300.00 54,000.00 150.00 5.36 2,700.48 5.00 1.50 270.00 2,970.48
350.00 63,000.00 175.00 5.31 2,992.08 4.75 1.50 270.00 3,262.08
400.00 72,000.00 200.00 5.00 3,240.00 4.50 1.50 270.00 3,510.00
500.00 90,000.00 225.00 5.36 3,600.48 4.00 1.50 270.00 3,870.48
600.00 108,000.00 260.00 6.62 4,232.16 3.92 1.50 270.00 4,502.16
750.00 135,000.00 300.00 8.70 5,061.60 3.75 1.50 270.00 5,331.60
1,000.00 180,000.00 350.00 12.50 6,300.00 3.50 1.50 270.00 6,570.00
1,500.00 270,000.00 375.00 13.39 6,749.52 2.50 1.50 270.00 7,019.52
3,000.00 540,000.00 450.00 16.07 8,099.76 1.50 1.50 270.00 8,369.76
6,000.00 1,080,000.00 600.00 21.43 10,800.24 1.00 1.50 270.00 11,070.24
<CAPTION>
% OF TOTAL
DEDUCTIONS
-------------------
NET TO NET
MONTHLY INVEST- TO INVEST-
INVEST- MENT TOTAL MENT
MENT IN FUND INVEST- IN FUND
UNIT SHARES(C) MENTS SHARES
------- ------------- ------- -------
<S> <C> <C> <C>
$ 50.00 $ 7,964.64 11.50% 13.00%
75.00 12,082.80 10.50 11.73
100.00 16,290.00 9.50 10.50
125.00 20,430.00 9.20 10.13
150.00 24,840.48 8.00 8.70
166.66 27,630.12 7.90 8.57
200.00 33,209.52 7.75 8.40
250.00 41,580.24 7.60 8.22
300.00 51,029.52 5.50 5.82
350.00 59,737.92 5.18 5.46
400.00 68,490.00 4.88 5.12
500.00 86,129.52 4.30 4.49
600.00 103,497.84 4.17 4.35
750.00 129,668.40 3.95 4.11
1,000.00 173,430.00 3.65 3.79
1,500.00 262,980.48 2.60 2.67
3,000.00 531,630.24 1.55 1.57
6,000.00 1,068,927.76 1.03 1.04
</TABLE>
NOTES:
<TABLE>
<C> <S>
(A) Does not include an annual $12 Custodian Fee (for completed
Plans or for incomplete, inactive Plans only), payable to
the Custodian first from dividends and distributions and
then, if necessary, from principal.
(B) Does not include a Service Charge, not to exceed $10 per
year, payable first from dividends and distributions and
then, if necessary, from principal, to cover certain
administrative expenses actually incurred. The amount of
such charge will be determined annually by pro-rating the
Plans' administrative costs over the total number of Plan
accounts. The Service Charge on Plans established prior to
June 1, 1983 shall be as specified in the Plan Certificate.
(C) Dividends and distributions received on Fund shares during
the periods shown above have not been included or reflected
in any way in the amounts shown in the table. Amounts
available for dividends and distributions take into account
expenses of the Fund.
</TABLE>
5
<PAGE> 9
TOTAL 25 YEAR ALLOCATIONS OF INVESTMENTS AND DEDUCTIONS WHEN
EXTENDED INVESTMENT OPTION IS USED
(Please see page 11 for a description of the Extended Investment Option.)
<TABLE>
<CAPTION>
CREATION
AND SALES
CHARGES NET % OF TOTAL DEDUCTIONS
MONTHLY CREATION AS % CUSTODIAN TOTAL INVESTMENT --------------------------------
INVESTMENT TOTAL AND SALES OF TOTAL FEE DEDUCTIONS IN FUND TO TO NET
UNIT INVESTMENTS CHARGES INVESTMENTS (A)(B) (A)(B) SHARES(C) TOTAL INVESTMENT IN
- ---------- ------------ --------- ----------- ------ ---------- ------------ INVESTMENTS FUND SHARES
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 50.00 $ 15,000.00 $1,097.76 7.32% $450.00 $1,547.76 $ 13,452.24 10.32% 11.51%
75.00 22,500.00 1,645.20 7.31 450.00 2,095.20 20,404.80 9.30 10.27
100.00 30,000.00 2,040.00 6.80 450.00 2,490.00 27,510.00 8.30 9.10
125.00 37,500.00 2,550.00 6.80 450.00 3,000.00 34,500.00 8.00 8.70
150.00 45,000.00 2,596.32 5.77 450.00 3,046.32 41,753.68 6.80 7.26
166.66 49,998.00 2,883.48 5.77 450.00 3,333.48 46,664.52 6.67 7.14
200.00 60,000.00 3,463.68 5.77 450.00 3,913.68 56,086.32 6.52 6.98
250.00 75,000.00 4,328.16 5.77 450.00 4,778.16 70,221.84 6.37 6.80
300.00 90,000.00 3,343.68 3.72 450.00 3,793.68 86,206.32 4.22 4.40
350.00 105,000.00 3,629.28 3.46 450.00 4,079.28 100,920.72 3.89 4.04
400.00 120,000.00 3,840.00 3.20 450.00 4,290.00 115,710.00 3.58 3.71
500.00 150,000.00 4,243.68 2.83 450.00 4,693.68 145,306.32 3.13 3.23
600.00 180,000.00 5,026.56 2.79 450.00 5,476.56 174,523.44 3.04 3.14
750.00 225,000.00 6,105.60 2.71 450.00 6,555.60 218,444.40 2.91 3.00
1,000.00 300,000.00 7,800.00 2.60 450.00 8,250.00 291,750.00 2.75 2.83
1,500.00 450,000.00 5,356.32 1.86 450.00 8,806.32 441,193.68 1.96 2.00
3,000.00 900,000.00 10,028.16 1.11 450.00 10,478.16 889,521.84 1.16 1.18
6,000.00 1,800,000.00 13,371.84 0.74 450.00 13,821.84 1,786,178.16 0.77 0.77
</TABLE>
NOTES:
<TABLE>
<C> <S>
(A) Does not include an annual $12 Custodian Fee (for completed
Plans or for incomplete, inactive Plans only), payable to
the Custodian first from dividends and distributions and
then, if necessary, from principal.
(B) Does not include a Service Charge, not to exceed $10 per
year, payable first from dividends and distributions and
then, if necessary, from principal, to cover certain
administrative expenses actually incurred. The amount of
such charge will be determined annually by pro-rating the
Plan's administrative costs over the total number of Plan
accounts. The Service Charge on Plans established prior to
June 1, 1983 shall be as specified in the Plan Certificate.
(C) Dividends and distributions received on Fund shares during
the periods shown above have not been included or reflected
in any way in the amounts shown in the table. Amounts
available for dividends and distributions take into account
expenses of the Fund.
</TABLE>
6
<PAGE> 10
A TYPICAL $50 MONTHLY INVESTMENT PLAN
(ASSUMING THAT ALL INVESTMENTS ARE MADE IN ACCORDANCE WITH THE TERMS OF THE
PLAN)
<TABLE>
<CAPTION>
AT THE END OF
6 MONTHS
(6 INVESTMENTS)
----------------------------
% OF TOTAL % OF TOTAL
AMOUNT INVESTMENTS AMOUNT INVESTMENTS
<S> <C> <C> <C> <C>
15 YEARS (180 INVESTMENTS)
Total Investments................... $ 9,000.00 100.00% $ 300.00 100.00%
Deduct:
Creation and Sales Charge....... 765.36 8.50 150.00 50.00
Custodian Fee................... 270.00 3.00 9.00 3.00
Total Deductions(A)............. 1,035.36 11.50 159.00 53.00
Net Amount Invested Under Plan...... 7,964.64 88.50 141.00 47.00
25 YEARS (300 INVESTMENTS)
Total Investments (B)............... $ 15,000.00 100.00% $ 300.00 100.00%
Deduct:
Creation and Sales Charges...... 1,097.76 7.32 150.00 50.00
Custodian Fee................... 450.00 3.00 9.00 3.00
Total Deductions(A)............. 1,547.76 10.32 159.00 53.00
Net Amount Invested Under Plan...... 13,452.24 89.68 141.00 47.00
<CAPTION>
AT THE END OF AT THE END OF
1 YEAR 2 YEARS
(12 INVESTMENTS) (24 INVESTMENTS)
---------------------------- -------------------------------
% OF TOTAL % OF TOTAL
AMOUNT INVESTMENTS AMOUNT INVESTMENTS
<S> <C> <C> <C> <C>
15 YEARS (180 INVESTMENTS)
Total Investments................... $ 600.00 100.00% $ 1,200.00 100.00%
Deduct:
Creation and Sales Charge....... 300.00 50.00 333.24 27.77
Custodian Fee................... 18.00 3.00 36.00 3.00
Total Deductions(A)............. 318.00 53.00 369.24 30.77
Net Amount Invested Under Plan...... 282.00 47.00 830.76 69.23
25 YEARS (300 INVESTMENTS)
Total Investments (B)............... $ 600.00 100.00% $ 1,200.00 100.00%
Deduct:
Creation and Sales Charges...... 300.00 50.00 333.24 27.77
Custodian Fee................... 18.00 3.00 36.00 3.00
Total Deductions(A)............. 318.00 53.00 369.24 30.77
Net Amount Invested Under Plan...... 282.00 47.00 830.76 69.23
</TABLE>
NOTES:
(A) Does not include a Service Charge, not to exceed $10 per year, payable
first from dividends and distributions and then, if necessary, from
principal, to cover certain administrative expenses actually incurred. The
amount of such charge will be determined annually by pro-rating the Plan's
administrative costs over the total number of Plan accounts. The Service
Charge on Plans established prior to June 1, 1983 shall be as specified in
the Plan.
(B) The 25-year investment schedule reflects the charges applicable to a
15-year Plan which is continued under the Extended Investment Option. The
Custodian Fee may be increased as set forth on page 11.
Dividends and distributions received on Fund shares during the periods
shown above have not been included or reflected in any way in the amounts shown
in the table. Amounts available for dividends and distributions take into
account expenses of the Fund.
After the first twelve payments, the Creation and Sales Charge deducted
from any investment will not exceed 5.86% of the net investment in Fund shares
(before deduction of Custodian Fee).
The amounts shown are also subject to an additional Custodian Charge of
$2.50 (plus transfer taxes, if any) if the Plan is terminated prior to
completion of all Plan investments.
7
<PAGE> 11
HOW TO START A SUMMIT INVESTORS PLAN
To start a Plan, you must complete an application and mail it to AIM
Distributors, together with a check. Your check should be in the amount of your
initial monthly investment unit and payable to State Street Bank and Trust
Company, Custodian. After your application has been accepted, you will be issued
a Plan and receive a statement showing the number of Fund shares purchased for
your account. You will then send regular monthly investments, made payable to
the Custodian, directly to the Custodian's administrative service agent, Boston
Financial Data Services, Inc. ("BFDS"), P.O. Box 8300, Boston, Massachusetts
02266-8300. Investments, after applicable deductions, will be applied toward the
purchase of Fund shares at their net asset value.
RIGHTS AND PRIVILEGES OF PLANHOLDERS
All Plans are registered in your name at the time of issuance and
constitute an individual agreement among you, the Sponsor and the Custodian. No
agent or other person can change the terms of the Plan, or to bind the Sponsor,
BFDS, the Custodian or the issuer of the Fund shares by any statement, written
or oral, not contained in this Prospectus. Under the terms of the Plan, you
enjoy certain rights, privileges and options which are described as follows:
1. REINVESTMENT OF INCOME DIVIDENDS AND CAPITAL GAINS DISTRIBUTIONS
Unless otherwise directed by you, all income dividends and capital gains
distributions, in whatever form received and after applicable deductions, are
automatically used to purchase additional Fund shares at net asset value. No
sales charge is made on any such reinvestment. You may instruct BFDS by written
notice, received at least seven days prior to the record date of an income
dividend or capital gains distribution, to remit the net amount of such dividend
or distribution to you. You may change these directions at any time. You must
reinvest dividends and distributions for qualified retirement plans, including
Individual Retirement Accounts ("IRAs"), if you are age 59 1/2 or older.
You need to report dividends and distributions paid by the Fund for income
tax purposes, whether they are invested in additional Fund shares or paid in
cash. (Qualified retirement plans, including IRAs, may be entitled to defer
taxes until some later date.)
2. RIGHTS OF ACCUMULATION
"Any person" may combine the face amounts of two or more Plans purchased at
one time to take advantage of the lower Creation and Sales Charges available on
larger sized investments. The term "any person" includes an individual, his or
her spouse and children under the age of 21, and a trustee or other fiduciary of
a single trust estate or a single fiduciary account (including a pension,
profit-sharing or other employee benefit trust created pursuant to a plan
qualified under Section 401 of the Internal Revenue Code) even though more than
one beneficiary is involved. The term "any person" does not include a group of
individuals whose funds are combined, directly or indirectly, for the purchase
of redeemable securities of a registered investment company whether jointly or
through a trustee, agent, custodian or other representative for such a group of
individuals.
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<PAGE> 12
To qualify for the reduced Creation and Sales Charges, you must submit all
of the applications for the Plans involved at the same time and include a letter
from you (or your dealer) requesting that the face amounts of your Plans be
aggregated for the purpose of determining the applicable Creation and Sales
Charges. If you discontinue investments under one or more of your Plans, the
remaining Creation and Sales Charges will be changed to reflect the charges
applicable to the Plans that remain in effect.
When purchasing any new Plan(s), "any person" (as defined above) may
qualify for a reduced Creation and Sales Charge by combining the face amount of
any existing Plan(s) on which investments are current with the face amount of
the new purchase. When increasing the face amount of any existing Plan(s) on
which investments are current, "any person" (as defined above) may qualify for a
reduced Creation and Sales Charge applicable to the value of the changed Plan.
For rights of accumulation, a Plan is considered to be current if: (a) it has
been completed and not redeemed; (b) it has not been completed but has at least
as many investments recorded as there are months elapsed since establishment or
since being increased; or (c) it is a qualified retirement plan, including an
IRA. The reduced Creation and Sales Charges apply to payments made after the
Sponsor has been notified of the eligibility of such Plans for reduced Creation
and Sales Charges and has received the information necessary to confirm such
eligibility. In the case of existing IRA Plans at the $166.66 per month level,
the reduced Creation and Sales Charges will apply to payments made on both the
existing Plan and the new Plan.
3. FEDERAL INCOME TAX WITHHOLDING
As an additional service, BFDS may withhold 28% of any income dividend or
capital gains distribution by the Fund and send that amount to the Internal
Revenue Service as a credit against your tax liability, if any. The amount
withheld may or may not be equal to the additional taxes you may owe due to the
dividend or distribution. The withholding service, however, is only available to
you if you reinvest your distributions in full. If you elect to authorize this
withholding, the number of Fund shares purchased with the remainder of the
income dividend or capital gains distribution will be less than would have
otherwise been the case.
This service is available with respect to all Plans except qualified
retirement plans, including IRAs. You may initiate this option upon written
request to BFDS. Once initiated, the withholding remains in effect until you
notify BFDS in writing to terminate the withholding.
4. VOTING RIGHTS
You will receive a notice and related proxy statement for each meeting of
the Fund's shareholders. The Custodian will vote the shares held in your account
as you instruct on the voting instructions card which will accompany the notice
and proxy statement. If the voting instructions card is validly executed and
returned without specification of a choice, the shares will be voted in favor of
the proposals of the Fund's management. The Custodian will vote shares for which
no valid voting instructions have been received in the same proportion as it
votes shares for which it has received instructions. You may attend any such
meetings, and if you desire to vote in person the shares held in your account,
you may make a written request to the Custodian prior to the meeting for a proxy
which will permit the shares to be voted in person.
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<PAGE> 13
5. STATEMENTS, REPORTS AND NOTICES
BFDS will mail to you a statement for each investment stating the price per
Fund share purchased after applicable deductions and the total number of Fund
shares held for your account. A notice of the next investment due is also
included. You will also receive at least annually a current Fund prospectus and
audited financial statements of the Fund, including a complete list of all
securities held in the Fund's portfolio, and copies of all other reports sent by
the Fund to its shareholders. You will also be sent notices of all income
dividends and capital gains distributions made with respect to Fund shares,
together with tax reporting information relating to such dividends and
distributions. Any notices, reports or documents required or authorized to be
given or sent to you under this Prospectus will be conclusively deemed to have
been given or sent upon mailing to your address of record, and the date of such
mailing will be deemed the date of the giving of such notice.
6. RETIREMENT PLANS
You may use a Plan to establish tax-deferred qualified retirement plans
such as IRAs, IRA-SEPs, Profit Sharing Plans and Money Purchase Plans. Detailed
information concerning such plans is available from the Sponsor. The information
sets forth the additional service fees charged for such retirement plans. The
annual maintenance fee charged by the Custodian for plans offered by the Sponsor
is $10.00. The $10.00 fee will be deducted from plan shares unless it is paid in
advance. In addition, IRA rollover or transfer contributions can be accepted
into a Plan from qualified individuals. However, a tax-deferred qualified
retirement plan may not be established by changing the registration of an
existing plan.
7. PRE-AUTHORIZED CHECK INVESTMENT PROGRAM
If you wish to have investments in your Plan made automatically without
having to write a check each month, you may request that investments be made by
means of pre-authorized checks. Under this program, each month BFDS will draft
your bank account in the amount of the monthly payment. The proceeds of the
draft (less applicable Creation and Sales Charges and other applicable fees and
charges) will be invested in your account.
To initiate a Pre-Authorized Check Investment Program, you should complete
the Pre-Authorized Check Form and send it along with a voided blank check to
BFDS. You may terminate a Pre-Authorized Check Investment Program at any time by
written notice to BFDS at least five days prior to the date of the next
scheduled draft.
8. TRANSFER OR ASSIGNMENT
To secure a loan, you may assign your right, title and interest in a Plan
to a bank or other lending institution. (Qualified retirement plans, including
IRAs, are required by federal tax law to be non-assignable.) The bank or other
lending institution, however, will not be entitled to exercise the right of
partial withdrawal or partial liquidation. During the term of the assignment,
you will be entitled to all dividends and distributions on Fund 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
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<PAGE> 14
(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.
A charge of $2.50 is made for each such transaction plus transfer taxes,
where applicable.
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 Fund shares.
9. ACCELERATION OF INVESTMENTS
You may complete your Plan ahead of schedule by making investments in
advance of scheduled dates, but you may normally not make more than 24
investments in any one calendar year (including the current investment). In
addition to these investments made in advance of their scheduled dates, you may
make an additional 24 investments during the life of your Plan. Advance
investments do not change the normal sequence of the dates for scheduled Plan
investments; i.e., a Plan does not become "delinquent" in its investments until
all advance investments have been credited for the month in which investments
would have normally been made or applied. There is no reduction in the Creation
and Sales Charges for any advance investments. On multiple investments, however,
the Custodian's fee cannot exceed $5.00. See "Custodian Fees."
The Sponsor may waive the limitation on advance investments for (a) Plans
established in connection with qualified retirement plans, including IRAs, (b)
the completion in a single investment of a Plan by the estate or joint owner of
a deceased Planholder, or, (c) the investment in a Plan that is in arrears so
that such Plan may become current.
10. CHANGING THE FACE AMOUNT OF A PLAN
You may increase the amount of your Plan at any time. In addition, prior to
making the sixth investment under a Plan, you may decrease the amount of your
Plan by as much as 50% of the face amount. You should send requests for changes
in the face amount of your Plan and a completed Plan application for the new
face amount to AIM Distributors. The new Plan must be in one of the
denominations listed on page 4. An increase in a Plan amount does not create new
cancellation and refund rights that are created when a new Plan is issued. The
Creation and Sales Charges already paid on the existing Plan will be recomputed
and applied as a credit to the Creation and Sales Charges due on the new Plan at
the time that it is established. Any additional Creation and Sales Charges due
on the new Plan will be obtained from a liquidation of Fund shares. The
Custodian will charge $2.50 for any change in a Plan denomination and for any
applicable transfer taxes. For a period of six months following a face change
increase, you may decrease the increased Plan to a smaller plan size, but not
smaller than the original Plan prior to the increase. Investments already made
will be credited to the new Plan.
11. EXTENDED INVESTMENT OPTION
You may continue making monthly investments pursuant to the Extended
Investment Option after completing all scheduled investments under your Plan.
Investments under this option are
11
<PAGE> 15
subject to the same deductions as applied to the last scheduled investment
(except that the Custodian may increase the Custodian Fee applicable during this
period to the rate then being charged for new Plans of the same denomination,
but not greater than 75% higher than the Custodian Fees detailed in this
Prospectus). You may stop all future investments under this option by notifying
BFDS in writing, after which no additional investments will be permitted and the
Plan will be deemed completed. If under this option you fail to make regularly
scheduled investments for six consecutive months after being credited for any
advance investments made under the option, you forfeit the right to make
additional investments, and for Plans established after May 1, 1993 the Plan may
be terminated by the Sponsor or the Custodian. For Plans established prior to
May 1, 1993, the Plan may be terminated if you fail to make regularly scheduled
investments for 12 consecutive months. The Sponsor and Custodian will not
require termination of an Extended Investment Option until you make the 300th
payment under your Plan even if such payment is more than 25 years from the
issuance date.
When the Extended Investment Option expires either through failure to make
required monthly investments or upon written notice of termination to BFDS or
for any other reason, the Custodian may increase its fee to the rate currently
being charged for new Plans of the same denomination. In no case, however, will
this new rate be more than 75% higher than the current annual rate of the
Custodian Fees.
12. SYSTEMATIC WITHDRAWAL PROGRAM
When you complete all regularly scheduled investments, you may elect to
establish a Systematic Withdrawal Program. If you are holding Plans in IRAs,
Keogh plans, or other retirement plans you may elect to establish a Systematic
Withdrawal Program by notifying the Sponsor that you do not intend to make any
further Plan payments. Under this program, you may elect to receive monthly or
quarterly checks in any amount of $50 or more. To provide funds for these
payments, the Custodian, as your agent, will on the first business day of each
month or quarter redeem shares held in your account at the net asset value of
the Fund in effect at the time of each such redemption. You may change the
amount of payments made to you under a Systematic Withdrawal Program or
discontinue a Systematic Withdrawal Program at any time.
While a Systematic Withdrawal Program is in effect, you may not elect to
receive dividends and distributions, in cash, on Fund shares held in your
account. You may not simultaneously maintain an uncompleted Plan and a
Systematic Withdrawal Program.
Payments you receive under a Systematic Withdrawal Program are treated as
derived from a taxable transaction. Since such payments are funded by the
redemption of shares of the Fund, they will be treated for tax purposes as a
sale or exchange of a capital asset, resulting in the recognition of a capital
gain or loss, rather than as ordinary income.
A charge of $1.00 per check will be made for each payment under a
Systematic Withdrawal Program. This charge is collected by redeeming the
necessary fractional shares. For any payment made ten years after the issuance
of a Plan, the charge may be increased to the amount specified in the then
current Prospectus. However, this charge may not exceed $1.75. The Sponsor may
(upon 90 days' notice to you) discontinue offering Systematic Withdrawal
Programs.
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<PAGE> 16
13. CANCELLATION AND REFUND RIGHTS
You have certain rights of cancellation. Within 60 days after issuance of
the Plan, the Sponsor will send to you a notice regarding your cancellation
rights. If you elect to cancel your Plan, you must submit a written request to
BFDS so that it is received within 45 days after the mailing of that notice. You
will receive a cash refund equal to the sum of (1) the total current net asset
value of the Fund shares credited to your Plan account on the date that the
cancellation request is received by BFDS and (2) an amount equal to the
difference between the total investments made under the Plan and the net amount
invested in Fund shares.
In addition, you may submit a written request to BFDS at any time within an
18-month period beginning on the date of the issuance of the Plan and receive
from the Sponsor a cash payment equal to the sum of (1) the total current net
asset value of the Fund shares credited to the account on the date of redemption
and (2) an amount by which the Creation and Sales Charges deducted from the
Planholder's total investments exceed 15% of the investments made up to the date
of redemption. Custodian Fees and Service Charges are not subject to refund.
In order to receive the above refunds, your request should be sent in
writing, with the signature guaranteed, as required by the Custodian, to Boston
Financial Data Services, Inc., P.O. Box 8300, Boston, Massachusetts 02266-8300.
For Plans established after May 1, 1993, the Sponsor will send you a
written notice of the 18-month right of cancellation if either of the following
occurs: (a) if during the first 15 months after the date of issuance of the
Plan, you have missed three investments or more; or (b) if following the first
15 months after the date of issuance of the Plan (but prior to 18 months after
such date), you have missed one investment or more. In the event the Sponsor has
previously sent a notice in connection with event (a) above, a second notice
will not be sent even if additional investments are missed. These notices will
inform you of your Plan cancellation rights as set forth above, and also will
include the value of the account and the amount you would be entitled to receive
upon cancellation, as of the date of the notice.
For Plans established prior to May 1, 1993, the Sponsor will send you a
notice within 30 days following the expiration of 15 months after the date of
the issuance of the Plan Certificate if you have missed three investments or
more. The Sponsor will also send you a notice (described above) if you have
missed one investment or more after the expiration of the 15 month period but
prior to the expiration of the 18 month period. These notices will inform you of
your rights of cancellation as set forth above, of the value of your account at
the time the notice is sent and of the amount to which you are entitled if you
choose to redeem your Plan.
14. PARTIAL WITHDRAWAL OR PARTIAL LIQUIDATION WITHOUT TERMINATION
If you wish to withdraw part of your investment in your Plan without
terminating your Plan, you may do so either by written instruction to the
Custodian or, by calling BFDS at (617) 483-5000, subject to the restrictions
specified below.
If you wish to receive cash instead of Fund shares, you may direct the
Custodian, acting as your agent, to withdraw and then redeem (liquidate) part of
your shares and remit the net proceeds to you, again subject to the restrictions
specified below. When a partial liquidation has been effected through the
redemption of Fund shares by the Custodian, you may, but are not required to,
restore
13
<PAGE> 17
the value of your Plan by remitting to BFDS an amount equal to the cash
withdrawal, which amount will be used to purchase Fund shares for your account
at the next determined net asset value of the Fund shares. This restoration
cannot be made earlier than 90 days (45 days for Individual Retirement Accounts)
following a partial liquidation. All reinvestments must be at least 25% of the
amount withdrawn or $2,000, whichever is less. There may be federal income tax
consequences upon a partial liquidation of Fund shares. Restoration of a partial
liquidation of IRA shares must be made within 60 days in order to avoid tax
consequences, including early withdrawal penalties. See "Taxes." You may,
however, make a partial withdrawal and reinvestment in a manner which complies
with the Internal Revenue Code rules relating to IRA rollovers.
The partial liquidation and restoration privilege is intended to facilitate
the temporary use for emergency purposes of funds invested in a Plan. The
Sponsor may limit you to exercising the partial liquidation and restoration
privilege once during the period of a calendar year, although the Sponsor
currently does not enforce this limit. The Sponsor may also impose such
additional restrictions as, in its judgment, are necessary to conform to the
requirements of Section 26 of the National Association of Securities Dealers'
Conduct Rules.
A partial withdrawal or liquidation will only be allowed if you have owned
your Plan for at least 45 days. The number of Fund shares involved cannot exceed
90% of the shares in your account and the amount involved must be at least $100.
A charge of $2.50 will be made by the Custodian for each partial withdrawal,
liquidation or restoration, and you will be liable for any transfer taxes that
may be required. Restorations of amounts you withdraw as a partial liquidation
should be clearly identified as such, in order to distinguish them from
additional payments. A partial withdrawal or liquidation will not affect the
total number of Plan investments, the period in which such investments are to be
made, or the unpaid balance of Plan investments under your Plan.
You may also request partial withdrawals or partial liquidations by
telephone by calling BFDS at (617) 483-5000. If you do not wish to allow
withdrawals by telephone by any person in your account, you should decline that
option on the account application. You may use the telephone withdrawal or
liquidation feature only if: (a) the proceeds are made payable to the planholder
of record and mailed to the address of record; (b) there has been no change of
address of record on the account within the preceding 30 days; (c) you can
provide proper identification information; and (d) the proceeds of the
withdrawal do not exceed $50,000. The Cancellation and Refund Rights set forth
on page 12 or Complete Withdrawal or Termination on page 14 of this Prospectus
may not be exercised by telephone.
Shares held in retirement plans (such as IRA and IRA/SEP) or 403(b) plans
are not eligible for the telephone withdrawal option. AIM Distributors has made
arrangements with certain dealers to accept telephone instructions for the
withdrawal of shares. AIM Distributors may impose conditions on these dealers,
including the condition that they enter into agreements (which contain
additional conditions with respect to the withdrawal of shares) with AIM
Distributors. The Fund, AIM Distributors, the Custodian, and BFDS will not be
liable for any loss, expense or cost arising out of any telephone withdrawal
request effected in accordance with the authorization set forth at that item of
the account application if they reasonably believe such request to be genuine,
but may in certain cases be liable for losses due to unauthorized or fraudulent
transactions if they do not follow reasonable procedures for verification of
telephone transactions. Such reasonable procedures may include recording of
telephone transactions, requests for confirmation of the Planholder's Social
Security Number and current address, and mailings of confirmations promptly
after the transaction.
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<PAGE> 18
Shares withdrawn by telephone are redeemed at their net asset value next
determined after a request for withdrawal in proper form is received by BFDS.
Orders for the withdrawal of shares received in proper form prior to the New
York Stock Exchange ("NYSE") close on any business day of the Fund will be
confirmed at the price determined as of the close of that day. Any resulting
loss from the dealer's failure to submit a request for withdrawal within the
prescribed time frame will be borne by that dealer. Telephone withdrawal
requests must be made by NYSE close on any business day of the Fund and will be
confirmed at the price determined as of the close of that day. No telephone
withdrawal request will be accepted which specifies a particular date for
withdrawal or which specify any special conditions.
See "Complete Withdrawal or Termination" below for information concerning
the method of providing written instructions to the Custodian to effect a
partial withdrawal or liquidation and the circumstances under which the
redemption of shares may be delayed.
15. COMPLETE WITHDRAWAL OR TERMINATION
You may terminate your Plan at any time upon written request to BFDS. In
terminating your Plan you may request the Custodian to deliver to you in
certificate form the Fund shares you have accumulated (properly registered in
your name) or you may direct the Custodian, as your agent, to withdraw your
shares, redeem (liquidate) them and send you the proceeds. A charge of $2.50
will be made by the Custodian for a complete withdrawal, and you will be liable
for any transfer taxes that may be required. If you direct the delivery of your
Fund shares, sufficient shares will be redeemed to pay authorized deductions and
transfer taxes and leave no fractional shares, with any net balance to be paid
in cash. The redemption of Fund shares is a taxable event. See "Taxes."
Instructions in writing for both partial or full liquidation of Fund shares
held in a Plan must be in the form of a letter signed by you with your signature
guaranteed, as required by the Custodian. A signature guarantee is designed to
protect you, the Plan, the Sponsor and the Custodian. Acceptable guarantors are
banks, broker-dealers, savings and loan associations, credit unions, national
securities exchanges and any other "eligible guarantor institution" as defined
in rules adopted by the Securities and Exchange Commission (the "SEC"). A notary
public is not an acceptable guarantor. The Sponsor currently does not require
signature guarantees for liquidation requests of $50,000 or less unless the
proceeds are to be paid to a person other than the record owner or are to be
sent to an address other than the one of record. Upon notice to you, this policy
may be changed. Currently, in addition to these requirements, if you have
invested in the Plan to establish an IRA, you should include the following
information along with your written request for either partial or full
liquidation of Fund shares: (a) a statement as to whether or not you have
attained age 59 1/2; (b) a statement as to whether or not you are legally
disabled; (c) a statement as to whether or not you elect to have federal income
tax withheld from the proceeds of the liquidation; and (d) your Social Security
number along with the following statement: "I certify under penalties of perjury
that the Social Security number provided is correct and that I am not subject to
backup withholding either because I am exempt from backup withholding, I have
not been notified by the Internal Revenue Service that I am subject to backup
withholding, or the Internal Revenue Service has notified me that I am no longer
subject to backup withholding." If you have been notified by the Internal
Revenue Service that you are currently subject to backup withholding, then you
should modify the preceding statement accordingly. Even if you elect not to have
federal income tax withheld, you are liable for federal income tax on the
taxable portion of the liquidation. You may also
15
<PAGE> 19
be subject to tax penalties under the estimated tax payment rules if his
payments of estimated tax and withholding, if any, are not adequate. All
documents must be in proper order before any liquidation can be executed. You
should send liquidation requests to BFDS. The redemption price will be the net
asset value of Fund shares next determined after AIM Distributors or BFDS
receives such documents in proper order.
Except as set forth below, you will be sent the proceeds of a partial or
complete liquidation within seven days after BFDS receives all necessary
documents in proper order. However, BFDS will not mail redemption proceeds to
you until checks received for any shares purchased by you have cleared. The
payment period may be extended if the Custodian's right to redeem shares of the
Fund has been suspended or restricted because: (a) trading on the NYSE is
restricted, as determined by the applicable rules and regulations of the SEC;
(b) the NYSE is closed for other than customary weekend and holiday closings;
(c) the SEC has by order permitted such suspension; or (d) an emergency as
determined by the SEC exists making disposition of portfolio securities or the
valuation of the net assets of the Fund not reasonably practicable.
16. PLAN REINSTATEMENT PRIVILEGE
You may, within 60 days after you have completely terminated your Plan as
described in paragraph 15 above, by written request to BFDS, reinstate your Plan
without any sales charge, subject to certain restrictions:
A. By including with the request an amount equal to but not less than
10% 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 but not less than 10% of the shares
redeemed, if the termination was done under the privileges described in
paragraph 13, page 12.
You may not reinstate a terminated plan if you have ever exercised the
privilege previously. If you exercise the Plan Reinstatement Privilege, neither
the total number of monthly investments to be made nor the unpaid balance of
monthly Plan investments under the Plan will be affected.
The complete termination of your Plan will normally result in the
realization of gain or loss for federal income tax purposes depending upon your
basis for your terminated Plan. Any gain will be recognized and subject to the
applicable capital gains tax; however, if a loss were realized, reinstatement of
your Plan could effect a "wash sale," in which event the loss will not be
recognized for tax purposes. The amount of the non-recognized loss will however,
be added to the cost of the reinstated Plan to determine your basis for tax
purposes.
In addition to the Plan Reinstatement Privilege described above, the
Sponsor may from time to time permit planholders who have previously terminated
their Plans to establish new Plans on the following terms:
1. The Planholder must open the new Plan with an investment equal to
or less than the amount of the redemption proceeds received upon
liquidation of the former Plan. No Creation and Sales Charges or Custodian
fees will be subtracted from the initial investment.
2. The number of the next payment due on the new Plan will be the
number of the next payment due on the former Plan at the time it was
terminated.
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<PAGE> 20
3. Creation and Sales Charges on the new Plan will be the Creation and
Sales Charges that would currently be applicable to the former Plan.
The ability to establish such new Plans will not be generally available,
but will be available only during such limited time periods as may be specified
by the Sponsor from time to time.
17. CONTINUATION OF CUSTODIANSHIP
If, after you have completed your Plan investments, you do not elect a
complete or partial withdrawal of your investment in your Plan or termination of
your Plan, then the Custodian will retain custody of the Fund shares (provided
there is no substitution of Fund shares, as discussed below) and will continue
to perform all of its services until after the 300th payment under your Plan has
been made. You may, however, elect to continue the Custodianship after the 300th
payment under the Plan, subject to the right of the Sponsor or Custodian to
terminate the Plan.
CUSTODIAN AND SPONSOR CHARGES
CREATION AND SALES CHARGES
The Sponsor receives the Creation and Sales Charges as compensation for its
services and costs in creating the Plans and arranging for their administration,
for making the Fund shares available to you at their net asset value and for all
selling expenses and commissions with respect to the Plans. These charges are
deducted from each investment you make and are larger on the first year's
investments than on subsequent investments. For example, on a $50 per month
Plan, $25.00 is deducted from each of the first 12 investments you make during
the first year. After the first year, the charge drops to $2.77 per investment.
During the fiscal years ended October 31, 1998, 1997 and 1996, total
investments made by all planholders amounted to $ , $123,758,764 and
$118,046,016, respectively. The amount of Creation and Sales Charges deducted
from these investments was $ , $7,565,209 and $7,099,870, respectively,
of which amount $ , $572,877 and $542,980, respectively, was retained
by the Sponsor and $ , $6,992,332 and $6,556,890, respectively, was
paid to investment dealers who participated in the sale of Plans.
Plans may be purchased directly from the Sponsor and investments may be
made thereunder without deduction of Creation and Sales Charges by directors,
officers and full-time employees of the Fund and the Sponsor and its affiliates.
The Sponsor foregoes the Creation and Sales Charges on Plans purchased by such
persons because any expenses incurred by it in connection with such purchases
are expected to be minimal.
CUSTODIAN FEES AND SERVICE CHARGES
For its services under your Plan, the Custodian deducts $1.50 per
investment you make as a service fee. This fee is deducted from Plan investments
prior to the purchase of Fund shares. The Custodian's fee charged at any one
time may not exceed $5.00. Thus, if you submit four or more investments at one
time, the aggregate Custodian Fee deducted from all such investments will be
$5.00.
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<PAGE> 21
After the completion of all Plan investments, or, if investments have been
made in advance, after the expiration of 15 years from the date of the Plan
(provided you have not exercised the Extended Investment Option), the Custodian
receives for its services an annual fee of $12.00. The Custodian also deducts
this fee on Plans on which no investment has been made for a 12-month period.
This fee will normally be deducted from the first combined income dividend and
capital gains distribution in each year, but the Custodian may to collect these
fees from the proceeds of the sale of Fund shares held for your account, if
necessary.
The aggregate amount of Custodian Fees deducted by the Custodian with
respect to all Plans during the fiscal year ended October 31, 1998 was
$ __________ .
Each year the Custodian will deduct from your account an amount necessary
to reimburse actual expenses (such as postage, forms and envelopes) incurred by
the Sponsor during the previous year in performing its administrative duties, up
to a maximum of $10.00 per year. These duties include the mailing to you of
required periodic reports, dividend statements and tax notices; the arranging
for periodic audits of the Custodian's records by independent certified public
accountants; and the preparation and filing of federal and state reports
essential to the continuance of the Custodianship. This amount is payable from
income dividends and capital gains distributions, but if these dividends and
distributions are insufficient, the amount is collectible by the Custodian from
the proceeds of the sale of Fund shares held for your account. The amount of the
Service Charge will be determined annually by pro-rating the Plans'
administrative costs over the total number of Plan accounts. The Service Charge
on Plans established prior to June 1, 1983 will be as specified in the Plan
Certificate.
The aggregate annual charges and deductions for maintenance and other
expenses assessed to planholders for the fiscal years ended October 31, 1998,
1997 and 1996, stated as a percentage of total distributions (includes dividends
and capital gains) from Fund shares for such period or years were 0. %,
0.40% and 0.61%, respectively. Distributions, if any, are normally declared in
December of each year. The aggregate annual charges and deductions for
maintenance and other expenses assessed to planholders for the fiscal year of
the Sponsor ended December 31, 1998 was $ __________ .
INCIDENTAL SERVICE FEES
In addition to the amount of any applicable transfer taxes, a custodian
charge of $2.50 is made in the case of each transfer of title, each change in
your Plan's denomination, each partial or complete liquidation, each
restoration, each declaration of trust (other than one filed concurrently with
the application for your Plan), each recording of an assignment, each reissuance
of your Plan, and each termination of your Plan prior to completion. A charge of
$1.00 is made for each payment under a Systematic Withdrawal Program, and a
charge of $3.00 per account per year is made for the preparation of a complete
transcript of your account. A charge of $5.00 is made for any check or
pre-authorized check which is not honored by the bank on which it is drawn. The
incidental service fees described above will be paid by the Sponsor. Although it
has no current intention of doing so, the Sponsor may reimpose these fees at
some future date.
Except as specifically provided in this Prospectus, there will be no
deductions, charges, or fees of any kind on Plan payments, Fund shares held for
your account, or dividends or distributions paid by the Fund.
18
<PAGE> 22
TAXES
Under the Internal Revenue Code of 1986, as amended (the "Code"), you are
deemed for federal income tax purposes to be the owner of the underlying Fund
shares accumulated in your account. Dividends and distributions on such shares
paid to you used to pay the Custodian Fee or Service Charge or reinvested in
additional Fund shares are taxable to you. See "Taxes" in the accompanying Fund
prospectus for a discussion of the tax treatment of such dividends and
distributions. As soon as practicable after the close of each calendar year, you
will be advised of the amount and nature of the ordinary income dividends and
capital gains distributions received on your behalf during such year.
The Creation and Sales Charges deducted from your investments in your Plan
are not deductible for tax purposes by you, but are included in your tax basis
for the Fund shares in your account. The Custodian Fee and Service Charge you
paid (whether as a deduction from your investments in your Plan or as a
deduction from the distributions made on the Fund shares in your account) are
deductible for tax purposes by you only if you itemize deductions and then only
to the extent that the Custodian Fee and Service Charge, together with your
other miscellaneous itemized deductions, exceed 2% of your adjusted gross
income. Further, some of your itemized deductions (including any portion of
miscellaneous itemized deductions which exceeds the 2% floor, state and local
income and property taxes, home mortgage interest, and charitable contributions)
will be reduced (but not by more than 80% thereof) by 3% of your adjusted gross
income in excess of $124,500 (for tax years beginning in 1998 and as annually
adjusted for inflation). This amount is calculated differently for married
persons filing separate income tax returns.
Under provisions of the Code, the Custodian may be required to withhold
from dividends and liquidations 31% of all amounts otherwise payable to you if
you have not provided the Custodian with a correct certified social security
number or tax identification number or if you have been notified by the Internal
Revenue Service that you are subject to "backup withholding" because of
underreporting of reportable payments. The amounts withheld will be credited
against your federal income tax liability, and, if withholding results in an
overpayment of taxes, you may obtain a refund from the Internal Revenue Service.
Neither the Custodian, BFDS, nor the Sponsor bears any taxes arising from
the custody of the Fund 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 Fund shares
affected) in order to pay or set up reserves for such claims and related
expenses.
19
<PAGE> 23
SUBSTITUTION OF SHARES
Shares of the Fund have been the underlying investment for the Plans since
their inception. The Sponsor may substitute shares of another investment medium
as the underlying investment if it deems such action to be in the best interests
of the Planholders. Such substituted investment will be generally comparable in
character and quality to the Fund's 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, with the advice
that, unless you respond within 30 days of the date of mailing of such
notice, you will be considered to have agreed to bear your pro rata share
of expenses and taxes in connection with the substitution. The pro rata
share of expenses and taxes are payable from any income dividends and any
capital gains distributions, but if such dividends and distributions are
insufficient, the pro rata share of expenses and taxes are collectable by
the Custodian from the proceeds of the sale of Fund shares held for your
account; and
(d) Provide the Custodian with a signed certificate stating that such
notice has been given to you.
If no response is received within the 30-day notice period, the Custodian
will purchase shares of the substituted fund with subsequent investments
received from you and any dividends and distributions which may be reinvested
for your account. If shares of the substituted fund are also to be substituted
for the shares already held, the Sponsor must arrange for the Custodian to be
furnished, without payment of a sales charge of any kind, with shares of the
substituted fund having an aggregate value equal to the value of shares of the
Fund for which they are to be exchanged.
If Fund 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 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 has the authority, without further action on its part, to terminate
the Plans.
20
<PAGE> 24
TERMINATION OF A PLAN
A Plan will normally remain in existence until you have made 300 investment
units into your Plan. Neither the Sponsor nor the Custodian can terminate a Plan
established after May 1, 1993 sooner unless you have failed to make investments
under your Plan for a period of 6 consecutive months (12 consecutive months for
Plans established prior to May 1, 1993) from the scheduled due date of the last
investment made (including any investments made in advance of their scheduled
due dates). For example, if your Plan was established after May 1, 1993 and 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 (or 12-month period for Plans established prior to
May 1, 1993) to prevent your Plan from being terminated.
A Plan may also be terminated prior to the accumulation of 300 investment
units if shares of the Fund are not available and a substitution is not made.
After 300 investment units have been made, or on the happening of any of the
other events justifying termination, the Sponsor or the Custodian may terminate
a Plan 60 days after mailing to you a written notice of the termination.
On termination, the Custodian, acting as your agent, must withdraw the
shares from the Custodianship and, as your agent, may surrender for liquidation
all of the Fund shares credited to your account, or sufficient Fund shares to
pay all authorized deductions and leave no fractional shares. Any adjustment in
Creation and Sales Charges or other charges occasioned by virtue of your
termination through the exercise of one of the refund privileges will be made at
the same time. The shares and/or cash, after payment of all authorized
deductions, will be held by the Custodian as your agent for delivery to you upon
your instruction. No interest will be paid on any cash balances held. If the
Custodian does not receive a response within 60 days after mailing the notice of
termination to you, the Custodian, in its discretion, may mail the shares, and
its check payable to you, to your last known address of record, and you will be
deemed to have no further rights under your Plan. In all events, terminated
Plans will not be resold. Undeliverable shares and funds will be held by the
Custodian in trust for your account, subject to the abandoned property laws of
The Commonwealth of Massachusetts.
THE CUSTODIAN
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02101, acts as Custodian for the Plans pursuant to a custodian
agreement, dated September 24, 1982, as amended and restated on June 1, 1983, as
amended and restated on May 1, 1996 (the "Custodian Agreement") with respect to
Plans issued on or after such date. The Custodian is a corporation organized
under the laws of the Commonwealth of Massachusetts. The Custodian's Internal
Revenue Service Employer Identification Number is 04-1867445. The Custodian also
acts as custodian and transfer agent for the Fund.
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 Fund shares, the processing of all authorized deductions
therefrom and the purchase and retention of Fund shares for your
21
<PAGE> 25
accounts. The Custodian also effects partial or complete liquidations of Plans
in connection with withdrawals or terminations and the various other functions
heretofore discussed.
The Custodian receives and holds in trust without interest all cash and
Fund 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 Sponsors 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 Fund shares which are held for or received from the various
planholders of Plans which are subject to this Prospectus. The Custodian is also
authorized to cause all Plan certificates issued prior to March 1, 1995 to be
registered in its name or in the name of its nominees. 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 Fund shares, may be considered authorization to the
Custodian to create such liens.
The Custodian Agreement cannot be amended to affect your 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 Fund 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.
22
<PAGE> 26
THE SPONSOR
A I M Distributors, Inc., (11 Greenway Plaza, Houston, Texas, 77046) the
Sponsor and principal underwriter of the Plans offered by this Prospectus, was
incorporated under the laws of the State of Delaware on November 18, 1976. It is
a wholly owned subsidiary of A I M Advisors, Inc. ("AIM"). AIM is a wholly owned
subsidiary of A I M Management Group Inc. ("AIM Management"), the parent
corporation of AIM. AIM Management is a holding company engaged in the financial
services business and is an indirect wholly owned subsidiary of AMVESCAP PLC, a
publicly-traded holding company that, through its subsidiaries, is engaged in
institutional investment management and retail mutual fund businesses in the
United States, Europe and the Pacific Region. AIM Distributors is a member of
the National Association of Securities Dealers, Inc. The Sponsor's directors and
principal officers, all of whom have the same business address as the Sponsor,
are listed below. AIM Distributors' Internal Revenue Service Employer
Identification Number is 74-1894784.
Charles T. Bauer is Chairman of the Board of Directors, A I M Management
Group Inc., A I M Advisors, Inc., A I M Capital Management, Inc., A I M
Distributors, Inc., A I M Fund Services, Inc. and Fund Management Company; and
Director and Vice Chairman, AMVESCAP PLC.
Michael J. Cemo is Director and President, A I M Distributors, Inc.;
Director and Senior Vice President, A I M Management Group Inc.; and Director,
A I M Fund Services, Inc.
Robert H. Graham is Director, President and Chief Executive Officer, A I M
Management Group Inc.; Director and President, A I M Advisors, Inc.; Director
and Senior Vice President, A I M Capital Management, Inc., A I M Distributors,
Inc., A I M Fund Services, Inc., and Fund Management Company; Director, AMVESCAP
PLC; 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.
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
23
<PAGE> 27
and Vice President, A I M Fund Services, Inc.; and Vice President, A I M Capital
Management, Inc. and A I M Distributors, Inc.
John J. Arthur is Director and Senior Vice President, A I M Advisors, Inc.;
and Vice President and Treasurer, A I M Management Group Inc.
B. J. Thompson is First Vice President, A I M Distributors, Inc.
Mary A. Carcoran is Senior Vice President, A I M Fund Services, Inc. and
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.
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.
William H. Kleh is Senior Vice President, A I M Advisors, Inc.; Senior Vice
President, A I M Management Group Inc.; and Vice President, A I M Distributors,
Inc. and A I M Capital Management, Inc.
Ofelia M. Mayo is General Counsel, Vice President and Assistant Secretary,
A I M Distributors, Inc.; and Assistant General Counsel and Assistant Secretary,
A I M Advisors, Inc., 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.
Mr. Bauer and Mr. Graham are directors of, and Messrs. Bauer, Graham, Kleh,
Arthur and Ms. Relihan are officers of, some or all of the investment companies
advised or managed by AIM. [As of January 31, 1999, Mr. Bauer owned of record
% of the Plans, which represented beneficial ownership of shares of
the Fund and Mr. Graham owned of record % of the Plans, which represented
beneficial ownership of shares of the Fund.] 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 $25,000,000. 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.
24
<PAGE> 28
The Sponsor is the principal underwriter of the Fund and of the following
other open-end investment companies advised or managed by AIM: AIM Advisor
Funds, Inc., AIM Equity Funds, Inc., AIM Funds Group, AIM Growth Series, AIM
International Funds, AIM Investment Funds, AIM Investment Portfolios, AIM
Investment Securities Funds (AIM Limited Maturity Treasury Fund), AIM Series
Trust, AIM Special Opportunities Funds, AIM Tax-Exempt Funds, Inc., AIM Variable
Insurance Funds, Inc., and GT Global Floating Rate Fund, Inc. AIM serves as
investment advisor to each of such investment companies. For information
concerning these investment companies and AIM Management, AIM and A I M Capital
Management, Inc., and the investment management and investment advisory fees
received by AIM from the Fund, see "Fund Management -- The Advisor and
Subadvisor" in the attached prospectus of the Fund.
GENERAL
The Plans are organized under and are governed by the laws of The
Commonwealth of Massachusetts, except that the laws of the State of New York
govern your substantive legal rights if your Plan was issued prior to June 1,
1983. 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.
Since the Custodian Agreement does not provide for the amendment of
outstanding Plans, no changes will be made in the terms or conditions of Plans
once they have been issued; therefore, your consent to changes in Plans issued
thereafter is not required. The Sponsor will give you notice of any changes in
any indenture or agreement relating to the Plans and affecting them or in the
identity of the Sponsor or Custodian, but such changes do not require your
consent.
The Plans are distributed by authorized investment brokers and mutual fund
dealers who are members of the National Association of Securities Dealers, Inc.,
and who have executed dealer agreements with the Sponsor. Commissions of up to
93% of the total Creation and Sales Charges will be paid to such authorized
investment brokers and mutual fund dealers. These dealers and investment brokers
are independent contractors. Nothing herein or in other literature and
confirmations issued by the Sponsor or the Custodian, including the words
"representative" or "commission," shall constitute any dealer or investment
broker, a partner, employee or agent of the Sponsor or the Custodian. Neither
the Sponsor nor the Custodian is be liable for any acts or obligations of any
such dealer or investment broker. Dealers who receive 90% or more of the
Creation and Sales Charges applicable to Plan payments may be deemed to be
underwriters under the Securities Act of 1933 and may, therefore, be subject to
certain liabilities imposed upon underwriters by such Act. In the event the
broker or dealer of record designated for a Plan is changed after the
establishment of the Plan, such change will appear on the Sponsor's records;
however, payment of commissions on your future investments will continue to be
made to the original broker or dealer of record notwithstanding such change.
Summit Investors Plans I 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.
25
<PAGE> 29
ILLUSTRATION OF A HYPOTHETICAL $50 MONTHLY
SUMMIT INVESTORS PLANS I
FOR INVESTMENT IN CLASS I SHARES OF AIM SUMMIT FUND, INC.
This table shows results of an assumed investment of $50 per month (the
minimum monthly investment Plan) for the period from the beginning of Summit
Investors Plans I, November 1, 1982, to December 31, 1998. The results assume
the reinvestment of capital gains distributions and income dividends in
additional shares of AIM Summit Fund, Inc.
You should not consider the results shown in this table as a representation
of the dividend income or capital gain or loss in a Plan today. A Plan cannot
assure a profit or protect against depreciation in declining markets. Common
stock prices fluctuate widely over time.
<TABLE>
<CAPTION>
DEDUCTIONS(C) CUMULATIVE
---------------------- NET NET
YEAR DIVIDENDS CREATION AMOUNT AMOUNT
ENDED MONTHLY INVESTMENTS FROM NET TOTAL AND INVESTED INVESTED IN CAPITAL
12/31 ----------------------- INVESTMENT CUMULATIVE SALES CUSTODIAN IN FUND FUND GAINS
(A) ANNUALLY CUMULATIVE INCOME COST(B) CHARGES FEE(D) SHARES SHARES REINVESTED
----- -------- ---------- ---------- ---------- -------- --------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1982
(2 mos.) $100.00 $ 100.00 $ -- $ 100.00 $ 50.00 $ 3.00 $ 47.00 $ 47.00 $ --
1983 600.00 700.00 -- 700.00 255.54 18.00 326.46 373.46 --
1984 600.00 1,300.00 1.75 1,301.75 33.24 18.00 550.51 923.97 .62
1985 600.00 1,900.00 6.91 1,908.66 33.24 18.00 555.67 1,479.64 2.76
1986 600.00 2,500.00 36.47 2,545.13 33.24 18.00 585.23 2,064.87 200.48
1987 600.00 3,100.00 53.22 3,198.35 33.24 18.00 601.98 2,666.85 254.88
1988 600.00 3,700.00 81.11 3,879.46 33.24 18.00 629.87 3,296.72 --
1989 600.00 4,300.00 318.37 4,797.83 33.24 18.00 867.13 4,163.85 229.36
1990 600.00 4,900.00 128.25 5,526.08 33.24 18.00 677.01 4,840.86 119.97
1991 600.00 5,500.00 339.23 6,465.31 33.24 18.00 887.99 5,728.85 368.73
1992 600.00 6,100.00 107.51 7,172.82 33.24 18.00 656.27 6,385.12 839.09
1993 600.00 6,700.00 114.24 7,887.06 33.24 18.00 663.00 7,048.12 769.61
1994 600.00 7,300.00 135.18 8,622.24 33.24 18.00 683.94 7,732.06 520.43
1995 600.00 7,900.00 428.92 9,651.16 33.24 18.00 977.68 8,709.74 865.23
1996 600.00 8,500.00 52.57 10,303.73 33.24 18.00 601.33 9,311.07 1,925.38
1997 600.00 9,100.00 564.43 11,468.16 33.24 18.00 1113.19 10,424.26 2,066.18
1998 600.00 9,700.00 72.06 12,140.22 33.24 18.00 620.82 11,045.08 1,945.95
------- ------- ----------
$804.14 $291.00 $10,108.67
<CAPTION>
YEAR
ENDED TOTAL VALUE OF
12/31 SHARES ACCUMULATED
(A) OWNED(E) SHARES(F)
----- -------- -----------
<S> <C> <C>
1982
(2 mos.) 9.428 $ 46.48
1983 68.444 370.97
1984 180.052 905.68
1985 277.847 1,803.23
1986 390.732 2,610.09
1987 515.282 2,937.11
1988 613.217 4,028.84
1989 755.981 5,889.09
1990 860.497 6,505.36
1991 992.132 10,010.61
1992 1,147.268 11,059.66
1993 1,294.014 12,551.94
1994 1,426.949 12,742.66
1995 1,597.970 17,849.33
1996 1,810.440 21,996.85
1997 2,049.122 27,929.53
1998 2,212,145
</TABLE>
NOTES:
(a) The fiscal year end of Summit Investors Plans I and the Fund for each
year after 1992 was changed from December 31 to October 31. All data
reflect calendar years ended December 31.
(b) Reflects the total amount of monthly investments plus the cumulative
amount of income dividends reinvested.
(c) The total deductions for the first 12 months of the hypothetical Plan
equal $318.00 or 53% of total investments. If all of the investments of a
15-year Plan were made monthly, total deductions would be $1,035.36 or
11.5% of the total investment.
(d) Does not include a Service Charge, not to exceed $10 per year, payable
first from dividends and distributions and then, if necessary, from
principal, to cover certain administrative expenses actually incurred.
The amount of such charge will be determined annually by pro-rating the
Plans' administrative costs over the total number of Plan accounts. The
Service Charge on Plans established prior to June 1, 1983 shall be as
specified in the Plan Certificate.
(e) Assumes that monthly investments were made on the first business day of
each month.
(f) Based on the Fund's year-end net asset value.
No adjustments have been made for any income taxes payable by investors on
reinvested capital gains distributions and reinvested dividends.
26
<PAGE> 30
[AIM LOGO APPEARS HERE]
===============================================================================
SPONSOR
A I M DISTRIBUTORS, INC.
P.O. BOX 4264
HOUSTON, TEXAS 77210-4264
(800) 995-4246
CUSTODIAN
STATE STREET BANK AND TRUST COMPANY
225 FRANKLIN STREET
BOSTON, MASSACHUSETTS 02110
CUSTODIAN'S AGENT
BOSTON FINANCIAL DATA SERVICES, INC.
P.O. BOX 8300
BOSTON, MASSACHUSETTS 02266-8300
(617) 483-5000
AUDITORS
KPMG PEAT MARWICK LLP
700 LOUISIANA
HOUSTON, TEXAS 77002
<PAGE> 31
CONTENTS OF REGISTRATION STATEMENT
This Amendment to the Registration Statement comprises the following
papers and documents:
The facing sheet.
The Prospectus consisting of 25 pages.
Signatures.
Written consents of the following persons:
None
The following exhibits:
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
1.A(1)(a) - Custodian Agreement between A I M Distributors, Inc. and State Street Bank
and Trust Company was filed as an Exhibit to the Registrant's Post-Effective
Amendment No. 3 on Form S-6 filed on April 26, 1984.
A(1)(b) - Custodian Agreement, dated May 1, 1996, between A I M Distributors, Inc.
and State Street Bank and Trust Company was filed electronically as an
Exhibit with the Registrant's Post-Effective Amendment No. 21 on February
27, 1998, and is incorporated by reference herein.
A(2) - None.
A(3)(a) - None.
A(3)(b)(i) - Dealer's Agreement between A I M Distributors, Inc. and United Services
Planning Association, Inc. was filed as an Exhibit to the Registrant's Pre-
Effective Amendment No. 1 on Form S-6 filed on October 15, 1982, and was
filed electronically as an Exhibit with the Registrant's Post-Effective
Amendment No. 19 on February 27, 1996, and is incorporated by reference
herein.
A(3)(b)(ii) - Form of Dealer Agreement between A I M Distributors, Inc. and selected
dealers was filed electronically as an Exhibit with the Registrant's Post-
Effective Amendment No. 21 on February 27, 1998, and is incorporated by
reference herein.
A(3)(c)(i) - Summit Investors Plan Commission Schedule was filed as an Exhibit to the
Registrant's Pre-Effective Amendment No. 1 on Form S-6 filed on
October 15, 1982, and was filed electronically as an Exhibit with the
Registrant's Post-Effective Amendment No. 19 on February 27, 1996, and is
incorporated by reference herein.
A(3)(c)(ii) - Summit Investors Plans Commission Schedule was filed electronically as an
Exhibit with the Registrant's Post-Effective Amendment No. 21 on February
27, 1998, and is incorporated by reference herein.
</TABLE>
1
<PAGE> 32
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
A(4) - None.
A(5)(a)(i) - Form of Summit Investors Plan Certificate was filed as an Exhibit to the
Registrant's Post-Effective Amendment No. 3 on Form S-6 filed on April 26,
1984.
A(5)(a)(ii) - Amended Form of Summit Investors Plan Certificate effective May 1, 1990,
was filed as an Exhibit to the Registrant's Post-Effective Amendment No. 11
on Form S-6 filed on April 30, 1990.
A(5)(a)(iii) - Amended Form of Summit Investors Plan Certificate effective June 11, 1993,
was filed as an Exhibit to the Registrant's Post-Effective Amendment No.
16 on Form S-6 filed on December 29, 1993.
A(5)(a)(iv) - Amended Form of Summit Investors Plan Certificate effective December 16,
1994, was filed as an Exhibit to the Registrant's Post - Effective No. 17
on Form S-6 filed on December 23, 1994.
A(6)(a) - Certificate of Incorporation, as amended, of the A I M Distributors, Inc. was
filed as an Exhibit to the Registrant's Pre-Effective Amendment No. 1 on Form
S-6 filed on October 15, 1982, and was filed electronically as an Exhibit with
the Registrant's Post-Effective Amendment No. 19 on February 27, 1996, and
is incorporated by reference herein.
A(6)(b)(i) - By-Laws of A I M Distributors, Inc. were filed as an Exhibit to the Registrant's
Pre-Effective Amendment No. 1 on Form S-6 filed on October 15, 1982, and
was filed electronically as an Exhibit with the Registrant's Post-Effective
Amendment No. 19 on February 27, 1996, and is incorporated by reference
herein.
A(6)(b)(ii) - Amendment to the By-Laws of A I M Distributors, Inc., dated September 26,
1991, was filed electronically as an Exhibit with the Registrant's
Post-Effective Amendment No. 19 on February 27, 1996, and is incorporated
by reference herein.
A(6)(b)(iii) - Amendment to the By-Laws of A I M Distributors, Inc., dated April 28,
1993, was filed electronically as an Exhibit with the Registrant's
Post-Effective Amendment No. 19 on February 27, 1996, and is incorporated
by reference herein.
A(6)(b)(iv) - Amended and Restated By-Laws of A I M Distributors, Inc., dated December
11, 1996 was filed electronically as an Exhibit with the Registrant's
Post- Effective Amendment No. 20 on February 24, 1997, and is incorporated
by reference herein.
</TABLE>
2
<PAGE> 33
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
A(6)(b)(v) - Amended and Restated By-Laws of A I M Distributors, Inc. dated February 11,
1997 is filed electronically herewith.
A(7) - None.
A(8)(a)(i) - Distribution Agreement between A I M Distributors, Inc. and Registrant was
filed as an Exhibit to the Registrant's Pre-Effective Amendment No. 1 on Form
S-6 filed on October 15, 1982.
A(8)(a)(ii) - Distribution Agreement between A I M Distributors, Inc. and Registrant dated
October 18, 1993, was filed as an Exhibit to the Registrant's Post-Effective
Amendment No. 16 on Form S-6 filed on December 29, 1993 and was filed
electronically as an Exhibit with the Registrant's Post-Effective Amendment
No. 19 on February 27, 1996, and is incorporated by reference herein.
A(8)(a)(iii) - Distribution Agreement between A I M Distributors, Inc. and Registrant dated
February 28, 1997 is filed electronically herewith.
A(8)(a)(iv) - Form of Amendment No. 1 to the Distribution Agreement between A I M
Distributors, Inc. and Registrant dated February 28, 1997 is filed electronically
herewith.
A(9)(a)(i) - Forms of (i) Summit Investors Plans Individual Retirement Account
Application, and (ii) Summit Custodian Agreement for Individual Retirement
Custodian Account were filed as Exhibits to the Registrant's
Post-Effective Amendment No. 11 on Form S-6 filed on April 30, 1990.
A(9)(a)(ii) - Forms of (i) Summit Investors Plans Individual Retirement Account
Application and (ii) Summit Custodian Agreement for Individual Retirement
Custodian Account were filed as Exhibits to the Registrant's
Post-Effective Amendment No. 16 on Form S-6 filed on December 29, 1993.
A(9)(a)(iii) - Forms of (i) Summit Investors Plans Individual Retirement Account Application,
and (ii) Summit Custodian Agreement for Individual Retirement Custodial
Account were filed electronically as Exhibits with the Registrant's
Post-Effective Amendment No. 19 on February 27, 1996, and are incorporated
by reference herein.
A(9)(a)(iv) - Form of Summit Investors Plans Roth IRA Application was filed
electronically as an Exhibit to Registrant's Post-Effective Amendment No.
21 on February 27, 1998, and is incorporated by reference herein.
A(9)(b)(i) - Form of Combination Profit Sharing - Money Purchase Plan and Trust was
filed as an Exhibit to the Registrant's Post-Effective Amendment No. 5 on
Form S-6 filed on April 28, 1986.
</TABLE>
3
<PAGE> 34
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
A(9)(b)(ii) - Form of Combination Profit Sharing - Money Purchase Plan and Trust was
filed electronically as an Exhibit with the Registrant's Post-Effective
Amendment No. 19 on February 27, 1996, and is incorporated by reference
herein.
A(9)(c)(i) - Forms of (i) Simplified Employee Pension - Individual Retirement Accounts
Contribution Agreement and (ii) Salary Reduction and Other Elective
Simplified Employee Pension - Individual Retirement Accounts Contribution
Agreement were filed as Exhibits to the Registrant's Post-Effective
Amendment No. 16 on Form S-6 filed on December 29, 1993.
A(9)(c)(ii) - Forms of (i) Simplified Employee Pension - Individual Retirement Accounts
Contribution Agreement and (ii) Salary Reduction and Other Elective
Simplified Employee Pension - Individual Retirement Accounts Contribution
Agreement were filed electronically as Exhibits with the Registrant's
Post-Effective Amendment No. 19 on February 27, 1996, and are incorporated
by reference herein.
A(9)(d) - Form of Summit 403(b)(7) Custodial Agreement was filed electronically as
an Exhibit with the Registrant's Post-Effective Amendment No. 19 on
February 27, 1996, and is incorporated by reference herein.
A(10)(a)(i) - Form of Summit Investors Plans Application was filed as an Exhibit to the
Registrant's Post-Effective Amendment No. 10 on Form S-6 filed on April 28,
1989.
A(10)(a)(ii) - Form of Summit Investors Plans Application was filed as an Exhibit to the
Registrant's Post-Effective Amendment No. 15 on Form S-6 filed on December
29, 1993.
A(10)(a)(iii) - Form of Summit Investors Plans Application was filed as an Exhibit to the
Registrant's Post-Effective Amendment No. 16 on Form S-6 filed on February
25, 1994 and was filed electronically as an Exhibit with the Registrant's
Post-Effective Amendment No. 19 on February 27, 1996, and is incorporated
by reference herein.
2. - Opinion and Consent of Messrs. Spengler Carlson Gubar Brodsky & Frischling
was filed as an Exhibit to the Registrant's Post-Effective Amendment No. 2 on
Form S-6 filed on May 13, 1983, and was filed electronically as an Exhibit with
the Registrant's Post-Effective Amendment No. 19 on February 27, 1996, and
is incorporated by reference herein.
3.A - Omitted Financial Statements - None.
4. - None.
5. (Exhibit 27) - Financial Data Schedule was filed electronically as an Exhibit to Registrant's
Post-Effective Amendment No. 21 on February 27, 1998, and is incorporated
by reference herein.
</TABLE>
4
<PAGE> 35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Sponsor of
the Registrant has duly caused this 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 29th day of December, 1998.
REGISTRANT: SUMMIT INVESTORS PLANS I
By: AIM DISTRIBUTORS, INC.
By: /s/ MICHAEL J. CEMO
---------------------------
Michael J. Cemo, President
ATTEST:
/s/ KATHLEEN J. PFLUEGER
- ---------------------------------
Kathleen J. Pflueger, Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ MICHAEL J. CEMO
------------------------------ President and Director December 29, 1998
(Michael J. Cemo) (Principal Executive Officer)
/s/ CHARLES T. BAUER
------------------------------ Chairman and December 29, 1998
(Charles T. Bauer) Director
/s/ GARY T. CRUM
------------------------------ Director December 29, 1998
(Gary T. Crum)
/s/ ROBERT H. GRAHAM
------------------------------ Director December 29, 1998
(Robert H. Graham)
/s/ W. GARY LITTLEPAGE
------------------------------ Director December 29, 1998
(W. Gary Littlepage)
/s/ JOHN J. ARTHUR
------------------------------ Vice President and Treasurer December 29, 1998
(John J. Arthur) (Principal Financial and
Accounting Officer)
</TABLE>
<PAGE> 36
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
1.A(6)(b)(v) - Amended and Restated By-Laws of A I M Distributors, Inc. dated February 11,
1997.
A(8)(a)(iii) - Distribution Agreement between A I M Distributors, Inc. and Registrant dated
February 28, 1997.
A(8)(a)(iv) - Form of Amendment No. 1 to the Distribution Agreement.
</TABLE>
5
<PAGE> 1
EXHIBIT 1.A(6)(b)(v)
AMENDED AND RESTATED
BYLAWS
OF
A I M DISTRIBUTORS, INC.
Adopted Effective 2-11-97
---------
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C>
ARTICLE I - OFFICES
SECTION 1.1. Registered Office .......................................... 1
SECTION 1.2. Other Offices .............................................. 1
ARTICLE II - MEETINGS OF STOCKHOLDERS
SECTION 2.1. Annual Meeting ............................................. 1
SECTION 2.2. Voting List ................................................ 1
SECTION 2.3. Special Meeting ............................................ 2
SECTION 2.4. Notice of Meeting .......................................... 2
SECTION 2.5. Quorum ..................................................... 2
SECTION 2.6. Voting ..................................................... 2
SECTION 2.7. Organization of Meetings ................................... 3
SECTION 2.8. Consent of Stockholders .................................... 4
SECTION 2.9. Voting of Stock of Certain Holders ......................... 4
SECTION 2.10. Treasury Stock ............................................. 5
SECTION 2.11. Fixing Record Date ......................................... 5
ARTICLE III - BOARD OF DIRECTORS
SECTION 3.1. Powers ..................................................... 5
SECTION 3.2. Number, Election and Term .................................. 5
SECTION 3.3. Vacancies, Additional Directors and Removal From Office .... 6
SECTION 3.4. Regular Meeting ............................................ 6
SECTION 3.5. Special Meeting ............................................ 6
SECTION 3.6. Notice of Special Meeting .................................. 6
SECTION 3.7. Quorum and Participation ................................... 7
SECTION 3.8. Action Without Meeting ..................................... 7
SECTION 3.9. Compensation ............................................... 7
ARTICLE IV - COMMITTEES OF DIRECTORS
SECTION 4.1. Designation, Powers and Name ............................... 7
SECTION 4.2. Minutes .................................................... 8
SECTION 4.3. Compensation ............................................... 8
ARTICLE V - ADVISORY DIRECTORS
SECTION 5. Advisory Directors ......................................... 8
ARTICLE VI - NOTICE
SECTION 6.1. Methods of Giving Notice ................................... 9
SECTION 6.2. Written Waiver ............................................. 9
ARTICLE VII - OFFICERS
SECTION 7.1. Officers ................................................... 10
SECTION 7.2. Election and Term of Office ................................ 10
SECTION 7.3. Removal and Resignation .................................... 10
SECTION 7.4. Vacancies .................................................. 11
SECTION 7.5. Salaries ................................................... 11
SECTION 7.6. Chairman of the Board ...................................... 11
SECTION 7.7. Chairman and Chief Executive Officer ....................... 11
</TABLE>
i
<PAGE> 3
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C>
SECTION 7.8. President .................................................. 12
SECTION 7.9. Vice President ............................................. 12
SECTION 7.10. Secretary .................................................. 13
SECTION 7.11. Treasurer .................................................. 13
SECTION 7.12. Assistant Secretaries and Assistant Treasurers ............. 14
SECTION 7.13. Assistant Vice Presidents .................................. 14
ARTICLE VIII - CERTIFICATES OF STOCK
SECTION 8.1. Issuance ................................................... 15
SECTION 8.2. Lost Certificates .......................................... 15
SECTION 8.3. Transfers .................................................. 16
SECTION 8.4. Registered Stockholders .................................... 16
ARTICLE IX - DIVIDENDS
SECTION 9.1. Declaration ................................................ 16
SECTION 9.2. Reserve .................................................... 16
ARTICLE X - INDEMNIFICATION
SECTION 10.1. Third Party Actions ........................................ 17
SECTION 10.2. Actions by or in the Right of the Corporation .............. 17
SECTION 10.3. Determination of Conduct ................................... 18
SECTION 10.4. Payment of Expenses in Advance ............................. 18
SECTION 10.5. Indemnity Not Exclusive .................................... 18
SECTION 10.6. Insurance .................................................. 18
SECTION 10.7. Constituent Corporation .................................... 19
ARTICLE XI - MISCELLANEOUS
SECTION 11.1. Seal ....................................................... 19
SECTION 11.2. Books ...................................................... 19
ARTICLE XII - AMENDMENT
SECTION 12. Amendment .................................................. 19
</TABLE>
ii
<PAGE> 4
AMENDED AND RESTATED
BY-LAWS
OF
A I M DISTRIBUTORS, INC.
ARTICLE I
OFFICES
SECTION 1.1 Registered Office. The registered office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle, and the name of its registered agent shall be The Corporation Trust
Company.
SECTION 1.2 Other Offices. The corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.1 Annual Meeting. The annual meeting of stockholders for the
election of directors shall be held at such place either within or without the
State of Delaware and at such date and time as shall be designated from time to
time by the Board of Directors and stated in the Notice of the meeting.
SECTION 2.2 Voting List. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
<PAGE> 5
SECTION 2.3. Special Meeting. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President and shall be called
by the President or the Secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state for the purposes of
the proposed meeting. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice. The President so calling,
or the directors or stockholders so requesting, any such meeting shall fix the
date and time of, and the place (either within or without the State of Delaware)
for, the meeting.
SECTION 2.4. Notice of Meeting. Written notice of the annual and each
special meeting of stockholders, stating the time, place and purpose or purposes
thereof, shall be given to each stockholder entitled to vote thereat, not less
than ten nor more than sixty days before the meeting.
SECTION 2.5. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. Notwithstanding the other provisions of the
Certificate of Incorporation or these by-laws, the holders of a majority of the
shares of stock present in person or represented by proxy, although not
constituting a quorum, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. IF the adjournment is for more than 30 days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting. At such adjourned meeting at which a quorum
shall be present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.
SECTION 2.6. Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the stock having voted
power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of the statutes, of the Certificates of Incorporation or of these
by-laws, a different vote is required, in which case such express provision
shall govern and control the decision of such question. Every stockholder having
the right to vote shall
2
<PAGE> 6
be entitled to vote in person, or by proxy appointed by an instrument in writing
subscribed by such stockholder, bearing a date not more than three years prior
to voting, unless such instrument provides for a longer period, and filed with
the Secretary of the corporation before, or at the time of, the meeting. If such
instrument shall designate two or more persons to act as proxies, unless such
instrument shall provide the contrary, a majority of such persons present at any
meeting at which their powers thereunder are to be exercised shall have and may
exercise all of the powers of voting or giving consents thereby represented by
proxy shall decide any question brought before such meeting, unless the question
is one upon which, by express provision of the statutes, of the Certificate of
Incorporation or of these by-laws, a different vote is required, in which case
such express provision shall govern and control the decision of such question.
Every stockholder having the right to vote shall be entitled to vote in person,
or by proxy appointed by instrument in writing subscribed by such stockholder,
bearing a date not more than three years prior to voting, unless such instrument
provides for a longer period, and filed with the Secretary of the corporation
before, or at the time of, the meeting. If such instrument shall designate two
or more persons to act as proxies, unless such instrument shall provide the
contrary, a majority of such persons present at any meeting at which their
powers thereunder are to be exercised shall have and may exercise all the powers
of voting or giving consents thereby conferred, or if only one be present, then
such powers may be exercised by that one, or, if an event number attend and a
majority do not agree on any particular issue, each proxy so attending shall be
entitled to exercise such powers in respect of the same portion of the shares as
he is of the proxies representing such shares.
SECTION 2.7. Organization of Meetings.
(a) The Chairman of the Board of Directors, if any, shall preside at
each meeting of stockholders. In the absence of the Chairman of the Board, the
meeting shall be chaired by an officer of the corporation in accordance with the
following order: Vice Chairman of the Board (if any), Chairman and Chief
Executive Officer, President, Executive Vice President (if any), Senior Vice
President (if any) and Vice President. In the absence of all such officers, the
meeting shall be chaired by a person chosen by the vote of a majority in
interest of the stockholders present in person or represented by proxy and
entitled to vote thereat.
(b) The Board of Directors of the corporation shall be entitled to
make such rules and regulations for the conduct of meetings of stockholders as
it shall deem necessary, appropriate or convenient. Subject to such rules and
regulations
3
<PAGE> 7
of the Board of Directors, if any, the chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such chairman, are necessary,
appropriate or convenient for the proper conduct of the meeting, including,
without limitation, establishing: an agenda or order of business for the
meeting; rules and procedures for maintaining order at the meeting and the
safety of those present; limitations on participation in such meeting to
stockholders of record of the corporation and their duly authorized and
constituted proxies, and such other persons as the chairman shall permit;
restrictions on entry to the meeting after the time fixed for the commencement
thereof; limitations on the time allotted to questions or comments by
participants; and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot, unless and to the
extent the Board of Directors or the chairman of the meeting determines that
meetings of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure.
SECTION 2.8. Consent of Stockholders. Unless otherwise provided in the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation or any action which may be
taken at any annual or special meeting of such stockholders may be taken without
a meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given by the Secretary of the corporation to those stockholders who
have not consented in writing.
SECTION 2.9. Voting of Stock of Certain Holders. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or in the
absence of such provision, as the board of directors of such corporation may
determine. Shares standing the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in person or by proxy.
Shares standing in the name of a guardian, conservator or trustee may be voted
by such fiduciary, either in person or by proxy, but no fiduciary shall be
entitled to vote shares held in such fiduciary capacity without a transfer of
such shares into the name of such fiduciary. Shares standing in the name of a
receiver may be voted by such receiver. A stockholder whose shares are pledged
shall be entitled to vote such shares, unless in the transfer by the pledgor on
the books
4
<PAGE> 8
of the corporation, he has expressly empowered the pledgee to vote thereon, in
which case only the pledgee, or his proxy, may represent the stock and vote
thereon.
SECTION 2.10. Treasury Stock. The corporation shall not vote,
directly or indirectly, shares of its own stock owned by it; and such shares
shall not be counted in determining the total number of outstanding shares.
SECTION 2.11. Fixing Record Date. The Board of Directors may fix in
advance a date, not exceeding 60 days preceding the date of any meeting of
stockholders, or the date for payment of any dividend or distribution, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining a consent, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of such dividend or distribution, or to
receive any such allotment of rights, or to exercise the rights in respect of
any such change, conversion or exchange of capital stock, or to give such
consent, and in such case such stockholders and only such stockholders as shall
be stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, any such meeting and any adjournment thereof, or to receive
payment of such dividend or distribution, or to receive such allotment of
rights, or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1. Powers. The business and affairs of the corporation
shall be managed by or under the direction of its Board of Directors which may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by
these by-laws directed or required to be exercised or done by the stockholders.
SECTION 3.2. Number, Election and Term. The number of directors
which shall constitute the whole Board of Directors shall be not less than
three. Such number of directors shall from time to time be fixed and
determined by resolution of the Board of Directors and shall be set forth in
the notice of any meeting of stockholders held for the purpose of electing
directors. The directors shall be elected at the annual meeting
5
<PAGE> 9
of stockholders, except as provided in Section 3.3, and each director elected
shall hold office until his successor shall be elected and shall qualify or
until his earlier resignation or removal. Directors need not be residents of
Delaware or stockholders of the corporation.
SECTION 3.3. Vacancies, Additional Directors and Removal From Office. If
any vacancy occurs in the Board of Directors caused by death, resignation,
retirement, disqualification or removal from office of any director, or
otherwise, or if any new directorship is created by an increase in the
authorized number of directors, a majority of the directors then in office,
though less than a quorum, or a sole remaining director, may choose a successor
or fill the newly created directorship; and a director so chosen shall hold
office until the next annual election and until his successor shall be duly
elected and shall qualify or until his earlier resignation or removal. If
there are no directors in office, then an election of directors may be held in
the manner provided by statute. Any director may be removed either for or
without cause at any special meeting of stockholders duly called and held for
such purpose.
SECTION 3.4. Regular Meeting. A regular meeting of the Board of
Directors shall be held each year at the place of, and immediately following,
the annual meeting of stockholders, and no notice of such meeting shall be
necessary to the newly elected directors in order to legally constitute the
meeting, provided a quorum shall be present. Other regular meetings of the
Board of Directors may provide by resolution, either within or without the
State of Delaware, without notice other than such resolution.
SECTION 3.5. Special Meeting. A special meeting of the Board of
Directors may be called by the Chairman of the Board or by the President and
shall be called by the Secretary on the written request of any two directors.
The Chairman or President so calling, or the directors so requesting, any such
meeting shall fix the time and any place, either within or without the State of
Delaware, as the time and place of holding such meeting.
SECTION 3.6. Notice of Special Meeting. Written or telephonic notice of
special meetings of the Board of Directors shall be given to each director at
least 48 hours prior to the time of such meeting. Any director may waive
notice of any meeting. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends
a meeting for the purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business
to be transacted at, nor the purpose of, any special meeting of the Board of
Directors
6
<PAGE> 10
need be specified in the notice or waiver of notice at such meeting, except
that notice shall be given with respect to any matter where notice is required
by statute.
SECTION 3.7. Quorum and Participation. A majority of the Board of
Directors shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, and the act of a majority of the directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors, except as may be otherwise specifically provided by statute, by
the Certificate of Incorporation or by these by-laws. Members of the Board of
Directors may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and such participation
shall constitute presence in person and attendance at such meeting. If a
quorum shall not be present at any meeting, of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
SECTION 3.8. Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof as provided in Article IV of these by-laws, may be taken without a
meeting, if a written consent thereto is signed by all members of the Board or
of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.
SECTION 3.9. Compensation. Directors, as such, shall be entitled to any
compensation for their services which is voted by the stockholders or the Board
of Directors, including a fixed sum and expenses of attendance, if any, which
may be allowed for attendance at each regular or special meeting of the Board
of Directors or any meeting of a committee of directors. No provision of these
by-laws shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
COMMITTEES OF DIRECTORS
SECTION 4.1. Designation, Powers and Name. The Board of Directors may,
by resolution passed by a majority of the whole Board, designate one or more
committees, including, if they shall so determine, an Executive Committee, each
such committee to
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consist of two or more of the directors of the corporation. Each committee
shall have and may exercise such of the powers of the Board of Directors in the
management of the business and affairs of the corporation as may be provided
in such resolution. The Executive Committee, if any, may authorize the seal of
the corporation to be affixed to all papers which may require it. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
such committee. In the absence or disqualification of any member of such
committee or committees, the member or members thereof present at any meeting
and not disqualified member. Such committee or committees shall have such
name or names and such limitations of authority as may be determined from time
to time by resolution adopted by the Board of Directors.
SECTION 4.2. Minutes. Each committee of directors shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.
SECTION 4.3. Compensation. Members of special or standing committees
may be allowed compensation for attending committee meetings, if the Board
of Directors shall so determine.
ARTICLE V
ADVISORY DIRECTORS
SECTION 5. Advisory Directors. In addition to the Officers of the
corporation, there may be one or more advisory directors who shall be appointed
by the Board of Directors. Advisory directors shall provide advice and
information to the Board of Directors and shall have such other advisory
responsibilities to the Board as shall be requested by the Board of Directors
from time to time, but shall not be members of the Board of Directors of the
corporation, shall not be held out to the public or to stockholders as directors
and shall have no powers to act on behalf of the corporation or to act in any
other capacity as directors. Advisory directors shall not be permitted to
initiate or second motions of, or to vote on actions considered by, the Board of
Directors. References to "directors" throughout these by-laws and other
corporate documents shall not include advisory directors, unless the term
"advisory director", specifically, is used; however, to the extent that
liability is asserted as arising from action taken by the board of Directors and
it is asserted that an advisory director participated in or contributed to the
action taken, the advisory director's liability shall be considered to be within
the scope of the indemnification provided in Article X for directors, officers,
employees and agents under the indemnification provisions of
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Section 145 of the Delaware General Corporation Law. Advisory directors shall be
entitled to such compensation for their services as may be determined from time
to time by the Board of Directors, and may be reimbursed reasonable expenses
associated with the services rendered by them. No provision of these by-laws
shall be construed to preclude any advisory director from serving the
corporation in any other capacity and receiving compensation therefor.
ARTICLE VI
NOTICE
SECTION 6.1. Methods of Giving Notice. Whenever, under the provisions of
the statutes, the Certificate of Incorporation or these by-laws, notice is
required to be given to any director, member of any committee or stockholder,
such notice shall be in writing and delivered personally or mailed to such
director, member or stockholder; provided that in the case of a director or a
member of any committee such notice may be given orally in person or by
telephone, by telex or telecopier, telegram or via overnight courier. If mailed,
notice to a director, member of a committee or stockholder shall be deemed to be
given when deposited in the United States mail first class in a sealed envelope,
with postage prepaid, addressed, in the case of a stockholder, to the
stockholder at the stockholder's address as it appears on the records of the
corporation or, in the case of a director or a member of a committee, to such
person at his business address. If sent by telex or telecopier, notice to a
director or member of a committee shall be deemed to be given upon transmittal;
if sent by telegram, notice to a director or member of a committee shall be
deemed to be given when the telegram, so addressed, is delivered to the
telegraph company and if sent via overnight courier, notice to a director or
member of a committee shall be deemed to be given when delivered against a
receipt therefor.
SECTION 6.2. Written Waiver. Whenever any notice is required to be given
under the provisions of the statutes of the State of Delaware, the Certificate
of Incorporation or by these by-laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
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ARTICLE VII
OFFICERS
SECTION 7.1. Officers. The officers of the corporation shall be a
Chairman of the Board, Vice Chairman of the Board (if such offices are created
by the Board), a Chairman and Chief Executive Officer, a President, one or more
Vice Presidents, any one or more of which may be designated Executive Vice
President, Senior Vice President or First Vice President, a Secretary,
Controller and a Treasurer. In the event that the Board of Directors creates
the office of Vice Chairman of the Board, the Board shall, by resolution,
define the duties of such office. The Board of Directors may appoint such other
officers and agents, including Chief Compliance Officer, Assistant Vice
Presidents, Assistant Secretaries and Assistance Treasurers, as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined by the Board. Any two or
more offices, other than the offices of Chairman and Secretary or President and
Secretary, may be held by the same person. No officer shall execute,
acknowledge, verify or countersign any instrument on behalf of the corporation
in more than one capacity, if such instrument is required by law, by these
by-laws or by any act of the corporation to be executed, acknowledged, verified
or countersigned by two or more officers. The Chairman of the Board and any
Vice Chairman of the Board shall be elected from among the directors. With the
foregoing exceptions, none of the other officers need be a director, and none
of the other officers need be a director, and none of the officers need be a
stockholder of the corporation.
SECTION 7.2. Election and Term of Office. The officers of the
corporation shall be elected annually by the Board of Directors at its first
regular meeting held after the annual meeting of stockholders or as soon
thereafter as conveniently possible. Each officer shall hold office until his
successor shall have been elected and shall have qualified or until his death
or the effective date of his resignation or removal, or until he shall cease to
be a director in the case of the Chairman of the Board and the Vice Chairman of
the Board, if such office is created by the Board.
SECTION 7.3. Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date of
the receipt of such
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notice or at any later time specified therein, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 7.4. Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
SECTION 7.5. Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a director.
SECTION 7.6. Chairman of the Board. The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and of the stockholders
of the corporation. In the absence of the Chairman, such duties shall be
attended to by the Vice Chairman of the Board, if such office is created by the
Board, and as provided in Section 2.8(a) of these by-laws, with respect to
meetings of the stockholders. The Chairman, if any, shall formulate and submit
to the Board of Directors or the Executive Committee matters of general policy
of the corporation and shall perform such other duties as usually appertain to
the office or as may be prescribed by the Board of Directors or the Executive
Committee.
SECTION 7.7. Chairman and Chief Executive Officer. The Chairman and Chief
Executive Officer, subject to the control of the Board of Directors, shall in
general supervise and control the business and affairs of the corporation. In
the absence of the Chairman or Vice Chairman of the Board (if such offices are
created by the Board), the Chairman and Chief Executive Officer shall preside at
all meetings of the Board of Directors and of the stockholders. He may also
preside at any such meeting attended by the Chairman or Vice Chairman of the
Board, if he is so designated by such Chairman or, in the Chairman's absence, by
the Vice Chairman. He shall have general and active management of the business
of the corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The Chairman and Chief Executive Officer
shall have the power to appoint and remove subordinate officers, agents and
employees, except those elected or appointed by the Board of Directors. The
Chairman and Chief Executive Officer shall keep the Board of Directors fully
informed and shall consult them concerning the business of the corporation. He
may execute certificates for shares of the corporation and any deeds, bonds,
mortgages, contracts, checks, notes, drafts or other instruments which the Board
of Directors has authorized to be executed, except where required or permitted
by law to be otherwise signed
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and executed and except where the signing and execution thereof has been
expressly delegated by these by-laws or by the Board of Directors to some other
officer or agent of the corporation. He shall vote, or give a proxy to any
other officer of the corporation to vote, all shares of stock of any other
corporation standing in the name of the corporation and in general he shall
perform all other duties normal incident to the office of Chairman and Chief
Executive Officer and such other duties as may be prescribed by the
stockholders or the Board of Directors from time to time.
SECTION 7.8. President. The President shall be the Chief Operating
Officer of the corporation and, shall have such other duties and perform such
other responsibilities as may be delegated to him by the Board of Directors or
the Chairman and the Chief Executive Officer, and, in the absence of the
Chairman and Chief Executive Officer, shall assume the responsibilities of that
office in addition to his other responsibilities. The President shall keep the
Chairman and Chief Executive Officer and the Board of Directors fully informed
and shall consult them concerning the operation of the corporation. He may
execute certificates for shares of the corporation and any deeds, bonds,
mortgages, contracts, checks notes, drafts or other instruments which the Board
of Directors has authorized to be executed, except where the signing and
execution thereof has been expressly delegated by these by-laws or by the Board
of Directors to some other officer or agent of the corporation. In the absence
of the Chairman and Chief Executive officer, the President shall vote, or give
a proxy to any other officers of the corporation to vote, all shares of stock
of any other corporation standing in the name of the corporation and, in
general, he shall perform all other duties normally incident to the office of
President and such other duties as may be prescribed by the stockholders, the
Board of Directors or the Chairman and Chief Executive Officer from time to
time.
SECTION 7.9. Vice Presidents. (a) In the absence of the President, or
in the event of his inability or refusal to act, the Executive Vice President
(or in the event there shall be no Vice President designated Executive Vice
President, any Vice President designated by the Board) shall perform the
duties and exercise the powers of the President. Any Vice President may
execute certificates for shares of the corporation and any deeds, bonds,
mortgages, contracts, checks, notes, drafts or other instruments which the
Board of Directors has authorized to be executed, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof has been expressly delegated by these by-laws or
by the Board of Directors to some other officer or agent of the corporation.
The Vice Presidents shall perform such other duties as from time to time may be
assigned to them by the
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President, the Board of Directors or the Executive Committee. These
responsibilities do not apply to officers designated as First Vice President,
First Vice President - Regional or Vice President - Regional - Banking Division.
(b) First Vice President. Officers designated as First Vice President
shall perform the duties of a sales manager and shall act for the Company, but
shall not have the power to bind the Company.
(c) First Vice President - Regional. Officers designated as First Vice
President - Regional shall perform the duties of a wholesaler serving a regional
territory designated by the Company and shall act for the Company, but not have
the power to bind the Company.
(d) Vice President - Regional - Banking Division. Officers designated
as Vice President - Regional - Banking Division shall perform the duties of a
wholesaler for institutions designated by the Company and shall act for the
Company, but not shall not have the power to bind the Company.
SECTION 7.10. Secretary. The Secretary shall: (a) attend meetings of
the Board of Directors, committees of directors, and the stockholders and shall
keep the minutes of such meetings of the Board of Directors, committees of
directors and the stockholders; (b) see that all notices are duly given in
accordance with the provisions of these by-laws and as required by law; (c) be
custodian of the corporate records and of the seal of the corporation, and see
that the seal of the corporation or a facsimile thereof is affixed to all
certificates for shares prior to the issue thereof and to all documents,
the execution of which on behalf of the corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep or cause
to be kept a register of the post office address of each stockholder which shall
be furnished by such stockholder; (e) sign with the Chairman and the Chief
Executive Officer, the President, or an Executive Vice President or Vice
President, certificates for shares of the corporation, the issue of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g) in
general, perform all duties normally incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the Chairman
and Chief Executive Officer, the President, the Board of Directors or the
Executive Committee.
SECTION 7.11. Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation,
receive and give receipts for moneys due and payable to the corporation from any
source
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whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories; (b) prepare, or cause to be
prepared, for submission at each regular meeting of the Board of Directors, at
each annual meeting of the stockholders, and at such other times as may be
required by the Board of Directors, the Chairman and Chief Executive Officer,
the President or the Executive Committee, a statement of financial condition of
the corporation in such detail as may be required; and (c) in general, perform
all the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the Chairman and Chief Executive Officer,
the President, the Board of Directors or the Executive Committee. If required by
the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
Board of Directors shall determine.
SECTION 7.12. Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries and Assistant Treasurers shall, in general, perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President, the Board of Directors or the Executive
Committee. The Assistant Secretaries and Assistant Treasurers shall, in the
absence of the Secretary or Treasurer, respectively, perform all functions and
duties which such absent officers may delegate, but such delegation shall not
relieve the absent officer from the responsibilities and liabilities of his
office. The Assistant Secretaries may sign, with the Chairman and Chief
Executive Officer, the President or an Executive Vice President or a Vice
President, certificates for shares of the corporation, the issue of which shall
have been authorized by a resolution of the Board of Directors. The Assistant
Treasurers shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such sureties
as the Board of Directors shall determine.
SECTION 7.13. Assistant Vice Presidents. The Assistant Vice Presidents
shall, in general, perform such duties as shall be assigned to them by the
President, any Vice President, the Board of directors or the Executive
Committee. The Assistant Vice Presidents shall, in the absence of a Vice
President, perform all functions and duties which such absent officer may
delegate, but such delegation shall not relieve the absent officer from the
responsibilities and liabilities of his office.
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ARTICLE VIII
CERTIFICATES OF STOCK
SECTION 8.1. Issuance. Each stockholder of this corporation shall be
entitled to a certificate or certificates showing the number of shares of stock
registered in his name on the books of the corporation. The certificates shall
be in such form as may be determined by the Board of Directors, shall be issued
in numerical order and shall be entered in the books of the corporation as they
are issued. They shall exhibit the holder's name and number of shares and shall
be signed by the Chairman and Chief Executive Officer, the President or a Vice
President, and by the Secretary or an Assistant Secretary. Any or all of the
signatures on the certificate may be facsimiles. If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and rights shall
be set forth in full or summarized on the face or back of the certificate which
the corporation shall issue to represent such class of stock; provided that,
except as otherwise provided by statute, in lieu of the foregoing requirements
there may be set forth on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, a statement
that the corporation will furnish without charge to each stockholder who so
request the designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and rights. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in the
case of a lost, stolen, destroyed or mutilated certificate a new one may be
issued therefor in accordance with Section 8.2 of the by-laws. Certificates
shall not be issued representing fractional shares of stock.
SECTION 8.2. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates therefore issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
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certificates, or his legal representative, to advertise the same in such manner
as it shall require or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate or certificate alleged to have been lost,
stolen or destroyed or both.
SECTION 8.3. Transfers. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the older certificate and record the
transaction upon its books. Transfers of shares shall be made only on the
books of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
corporation or the transfer agent, if any.
SECTION 8.4. Registered Stockholders. The corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Delaware.
ARTICLE IX
DIVIDENDS
SECTION 9.1. Declaration. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of capital stock, subject to the provisions of the Certificate of
Incorporation.
SECTION 9.2. Reserve. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think
conducive to the interest of the
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corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
ARTICLE X
INDEMNIFICATION
SECTION 10.1. Third Party Actions. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of his service as a member of the
Indemnified Class. For purposes of this Article X, the Indemnified Class shall
include any person who is or was director, (including an advisory director)
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans. The corporation shall indemnify
any member of the Indemnified Class against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a pleas of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in good or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
SECTION 10.2. Actions by or in the Right of the Corporation. The
corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a member of the Indemnified Class against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and except that no indemnification shall
be made in respect of any claim, issue or
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matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
SECTION 10.3. Determination of Conduct. The determination that
director, officer, employee or agent (including an advisory director), has or
has not met the applicable standard of conduct set forth in Sections 10.1 and
10.2 (unless indemnification is ordered by a court) shall be made (1) by the
Board of Directors by a majority vote of quorum consisting of Directors who were
not parties to such action, suit or proceeding, or (2) if such quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.
SECTION 10.4. Payment of Expenses in Advance. Expenses incurred in
defending a civil or criminal action, suit or proceeding shall be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation as authorized in this Article X.
SECTION 10.5 Indemnity Not Exclusive. The indemnification provided
hereunder or granted pursuant to the other subsections of that Article shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under any other by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director (including any advisory director), officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
SECTION 10.6 Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director (including any
advisory director), officer, employee or agent of the corporation, or is or was
servicing at the request of the corporation as a director (including any
advisory director), officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including
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service to employee benefit plans, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article X of these by-laws.
SECTION 10.6. Constituent Corporation. For the purposes of this Article
X, reference to "the corporation" include all constitute corporations absorbed
in a consolidation or merger as well as the resulting or surviving corporation
so that any person who is or was a director (including an advisory director),
officer, employee or agent of such a constituent corporation or is or was
servicing at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this Article X with respect to the resulting or surviving corporation as he
would if he had served the resulting or surviving corporation in the same
capacity.
ARTICLE XI
MISCELLANEOUS
SECTION 11.1. Seal. The corporation seal shall have inscribed thereon
the name of the corporation and the words "Corporate Seal, Delaware." The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced.
SECTION 11.2. Books. The books of the corporation may be kept (subject
to any provision contained in the statutes) outside the State of Delaware at
the offices of the corporation at Houston, Texas, or at such other place or
places as may be designated from time to time by the Board of Directors.
ARTICLE XII
AMENDMENT
SECTION 12. Amendment. These by-laws may be altered, amended or repealed
at any regular or special meeting of the Board of Directors without prior
notice.
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EXHIBIT A(8)(a)(iii)
DISTRIBUTION AGREEMENT
AGREEMENT, made as of the 28th day of February 1997, by and between AIM
SUMMIT FUND, INC., a Maryland corporation (the "Company), and A I M
DISTRIBUTORS, INC., a Delaware corporation (the "Distributor").
WITNESSETH
WHEREAS, the Company is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended; and
WHEREAS, the Distributor sponsors systematic investment plans (the
"Plans") based upon shares of the common stock of the Company, and the
Distributor desires to arrange for the acquisition of Company shares for deposit
and use under the Plans; and
WHEREAS, the Company and the Distributor desire to enter into a new
agreement appointing the Distributor as the principal distributor of the shares
of common stock of the Company.
NOW, THEREFORE, in consideration of the premises and of other good and
valuable consideration by each of the parties hereto to the other party paid and
of the agreements, covenants and obligations herein contained:
1. The Company appoints the Distributor as the principal distributor of
Company shares for a term of two years commencing upon the date first above
written and continuing thereafter for consecutive periods of one year provided
the continuance of this Agreement is approved at least annually (a) by the
Company's Board of Directors, including a majority of the members of the Board
of Directors who are not parties to the Agreement or interested persons of any
such party (other than as a Company director), in person at a meeting called for
such purpose or (b) by the affirmative vote of the holders of either: (i) 67% or
more of the Company shares voting (if more than 50% of the outstanding Company
shares are voted) or (ii) more than 50% of the outstanding Company shares.
Notwithstanding the termination of this Agreement, the Company agrees to sell
sufficient Company shares to the Distributor or any bank or banks acting as
custodian for the Plans to permit completion of all Plans begun prior to such
termination. The Distributor represents and agrees that it will use its best
efforts to sell Plans based upon Company shares throughout the term of this
Agreement.
2. The Company shall use its best efforts in maintaining registration
of itself and its securities under the Investment Company Act of 1940, as
amended (the "Act"), and the Securities Act of 1933, as amended, and shall bear
all expenses in connection therewith. The Company shall
-1-
<PAGE> 2
provide to the Distributor or the bank or banks acting as custodian for the
Plans sold by the Distributor a sufficient number of copies of any and all
general mailings, together with the necessary envelopes, including, without
limitation, proxy material, proxies, annual, semi-annual and quarterly reports,
sent from time to time to the holders of Company shares so as to provide a
single copy, together with the necessary envelope and postage, to each holder of
a Plan. The Company agrees to furnish all the above-mentioned material at no
cost to the Distributor. The Distributor agrees that it will furnish the Company
for its files two copies of all material supplied to holders of Plans by the
Distributor. The Company shall provide to the Distributor, at printer's over-run
costs, such additional copies of its prospectus and its annual, semi-annual and
other reports and communications to shareholders as the Distributor may
reasonably require for sales purposes. It is understood that the Distributor is
a wholly-owned subsidiary of A I M Advisors, Inc., the investment adviser to the
Company ("AIM"), and that AIM is a wholly-owned subsidiary of A I M Management
Group Inc., and that the Company's agreement to supply information and printed
material described in this Agreement may be fulfilled by AIM.
3. The Company shall cooperate in the qualification of Company shares
under the laws of the various states of the United States and shall execute and
deliver such documents as may reasonably be required for such purpose, but the
Company shall not be required to qualify as a foreign corporation in any
jurisdiction, nor effect any modification of its policies or practices without
prior approval of the Company's officers. The officers of the Company shall
determine whether it is desirable to qualify or continue to offer Company shares
in any jurisdiction.
4. The Distributor agrees that all solicitations for subscriptions to
Company shares shall be made in accordance with the Company's Articles of
Incorporation and By-laws, Registration Statement and Prospectus, and shall not
at any time or in any manner violate any provisions of the laws of the United
States or of any state or other jurisdiction in which solicitations are then
being made. The Distributor may enter into sales agreements with dealers to sell
Company shares.
5. The Distributor shall purchase from the Company as principal, and
the Company agrees to sell to the Distributor at the net asset value thereof,
Company shares sufficient to meet the requirements of all such Plans as are
sold, distributed and/or issued by the Distributor. Such shares will be sold to
the Distributor at net asset value computed in the manner set forth in the
Company prospectus in effect at the time of sale of such shares. The Distributor
shall not maintain a long or short position in Company shares for its own
account, except as may incidentally result from cancellation or by-in of orders
made by it or its dealers for customers because of such customer's failure to
pay.
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<PAGE> 3
6. The agreement on the part of the Company to sell Company shares upon
demand, at net asset value as set forth in paragraph 5 hereof, is subject to the
following limitations:
(a) that the Plans are maintained in good standing as unit
investment trusts under the Federal Securities Laws;
(b) that the membership of the Distributor in the National
Association of Securities Dealers, Inc. and its registration
as broker-dealer under the Securities Exchange Act of 1934, as
amended, have not been cancelled, revoked or suspended; and
(c) that the Distributor is not in violation of any of the
federal or state laws and regulations relating to the
registration and sale of said Plans.
If the Distributor shall, within 30 days after a default under any of the
provisions of this paragraph, cure such default to the reasonable satisfaction
of the Company, then the agreement of the Company to sell at the net asset value
Company shares in accordance with paragraph 5 hereof shall remain unimpaired,
anything in this paragraph 6 to the contrary notwithstanding.
7. The Distributor's right to purchase Company shares at net asset
value for resale shall be exclusive, except that:
(a) the Company may issue its shares at their net asset value
to any shareholder of the Company purchasing such shares with
dividends or other distributions received from the Company
pursuant to an offer made to all shareholders;
(b) the Company may issue its shares at their net asset value
in connection with certain classes of transactions or to
certain classes of persons as set forth in the then current
prospectus of the Company;
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<PAGE> 4
(c) the Distributor may, and when requested by the Company
shall, suspend its efforts to effectuate sales of Company
shares at any time when in the opinion of the Distributor or
of the Company no sales should be made because of market or
other economic considerations or abnormal circumstances of any
kind; and
(d) the Company may withdraw the offering of its common stock
(i) at any time with the consent of the Distributor, or (ii)
without such consent when so required by the provisions of any
statute or of any order, rule or regulation of any
governmental body having jurisdiction.
It is mutually understood and agreed that the Distributor
does not undertake to sell all or any specific portion of the
shares of common stock of the Company.
8. The Distributor may from time to time, whenever it is in the best
interest of holders of Plans, substitute a new investment medium for the Company
shares theretofore employed (such substitution to be made as to the Company
shares already purchased and to be purchased, or only as to Company shares to be
purchased), provided that no substitution shall result in a direct or indirect
payment, commission or other compensation to the Distributor or any subsidiary
or affiliate of the Distributor, and provided, further, that such substituted
shares are generally comparable in character and quality to the Company shares
theretofore purchased under the Plans and meet with the approval of the
custodian of the Plans and are shares registered with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, so long as
that statute remains in force; and further provided, that before any
substitution may be made, the Distributor shall:
(a) Give notice of the proposed substitution to the Company
and the custodian of the Plans and first satisfy the custodian
that arrangements have been entered into by the Distributor
which reasonably assure that the new shares will be available
for purchase by the custodian and subject to redemption on
terms generally as
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<PAGE> 5
favorable as those applicable to the Company shares currently
employed as the investment medium;
(b) Give written notice to each holder of a Plan of the
proposed substitution giving a reasonable description of the
new shares and notifying each holder of a Plan that unless he
surrenders his Plan to the custodian for termination within 30
days of the date of such notice, he will be conclusively
deemed to have authorized the substitution, and to have agreed
to bear his pro rata share of the actual expenses including
tax liability incurred by the custodian and the Distributor in
connection therewith;
(c) In the case of substitution of new shares for Company
shares already purchased, arrange that the custodian will be
furnished, without payment of sales commission or fees, with
new shares having an aggregate value on the basis of their net
asset value at lease equal to the aggregate value of the old
Company shares similarly computed, or computed on the basis of
the best available bid price the custodian is able to obtain
for such old Company shares in the event the issuer thereof
does not quote the net asset value at the time in question;
(d) Furnish the custodian with a certificate signed by the
President or Secretary of the Distributor, showing that the
Distributor has given notice to each holder of a Plan as above
provided; and
(e) File an application with the Securities and Exchange
Commission.
9. The Company agrees to indemnify and hold the Distributor and each
person (if any) who controls the Distributor within the meaning of Section 15 of
the Securities Act of 1933 harmless from and against any and all losses, claims,
damages and liabilities caused by or alleged to exist by reason of any untrue
statement or alleged untrue statement of a material fact contained in the
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<PAGE> 6
Company's Registration Statement or Prospectus (as amended or supplemented if
the Company shall have made any amendments or supplements thereto) or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading if
such statement or omission or alleged untrue statement or omission shall have
been furnished by the Company for use in the Registration Statement or
Prospectus.
The Distributor agrees that, promptly upon its receipt of notice of the
commencement of any action against the Distributor or against any person so
controlling the Distributor, in respect of which indemnity or reimbursement may
be sought from the Company on account of its agreement in the preceding
paragraph, notice in writing will be given to the Company of the commencement
thereof. Thereupon, the Company shall be entitled to participate, to the extent
that it shall wish (including the selection of counsel), in the defense thereof.
The Distributor or any such controlling person shall have the right, at its or
his own expense, to employ separate counsel in any such case.
In the event that any such claim for indemnification is made by any
officer, director or person in control of the Distributor within the meaning of
Section 15 of the Securities Act of 1933 who is also an officer or director of
the Company, the Company will submit to a court of appropriate jurisdiction the
question of whether or not indemnification by it is against public policy as
expressed in the Securities Act of 1933, the Securities Exchange Act of 1934,
and the Act, and will be governed by the final adjudication of such question.
Notwithstanding anything to the contrary contained herein, the
foregoing indemnity does not protect or purport to protect or indemnity the
Distributor for any liability to the Company or to holders of Company shares to
which it would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement.
10. The Distributor agrees to indemnify and hold harmless the Company,
its officers, directors or agents to the same extent as in the foregoing
indemnity from the Company to the Distributor, arising by reason of the
sponsorship or distribution by the Distributor of Plans based upon Company
shares, but only with respect to any untrue statement or omission or alleged
untrue statement or omission based upon information furnished in writing to the
Company by the Distributor or by any person on behalf of or at the request of
the Distributor, excluding the Company, expressly for use in the Registration
Statement or Prospectus. The Distributor also agrees to indemnify and hold
harmless the Company, its officers, agents and directors from and against any
and all losses, claims damages and liabilities caused by or alleged to exist by
reason of sales activities by it or its authorized agents, in violation of the
laws of the United States or of any state or other jurisdiction
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<PAGE> 7
in which solicitations are made or any rule or regulation promulgated by any
lawfully constituted authority.
In case any action shall be brought against the Company, its officers,
directors or agents, in respect of which it may seek indemnity or reimbursement
from the Distributor on account of the agreement of the Distributor contained in
the preceding paragraph, the Distributor shall have the rights and duties given
to the Company, and the Company, its directors, officers or agents shall have
the rights and duties given to the Distributor, in the second, third and fourth
paragraphs of paragraph 9.
11. This Agreement may be terminated at any time, without the payment
of any penalty, by vote of the Board of Directors of the Company or by vote of a
majority of the outstanding voting securities of the Company, or by the
Distributor, on sixty (60) days' written notice to the other party. This
Agreement shall automatically terminate in the event of its assignment, as
defined in the Act, by the Distributor.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto the day and year first above written.
AIM SUMMIT FUND, INC.
ATTEST:
By: /s/ ROBERT H. GRAHAM
-------------------------------
Name: Robert H. Graham
Title: President
/s/ DAVID L. KITE
-----------------------
Name: David L. Kite
Title: Assistant Secretary
A I M DISTRIBUTORS, INC.
ATTEST:
By: /s/ MICHAEL J. CEMO
-------------------------------
Name: Michael J. Cemo
Title: President
/s/ OFELIA M. MAYO
-----------------------
Name: Ofelia M. Mayo
Title: Assistant Secretary
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<PAGE> 1
EXHIBIT A(8)(a)(iv)
AMENDMENT NO. 1
DISTRIBUTION AGREEMENT
Amendment No. 1 , made this ______ day of ______ 199__ by and
between AIM SUMMIT FUND, INC., a Maryland corporation (the "Company") and A I M
DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") to that certain
agreement made as of the 28th day of February, 1997 (the "Distribution
Agreement").
WHEREAS, the Company and the Distributor have entered into the
Distribution Agreement; and
WHEREAS, the Company has divided its common stock into two
classes named Class I Shares and Class II Shares; and
WHEREAS, the parties desire to clarify that the Distributor
will act as the principal distributor of both Class I Shares and Class II Shares
of Common Stock; and
WHEREAS, the Distributor is to be compensated by the Company
for distribution efforts relating to Class II Shares.
NOW, THEREFORE, in consideration of the premises and of other
good and valuable consideration by each of the parties hereto to the other party
paid and of the agreements, covenants and obligations herein contained and
intending to be legally bound, the parties hereto agree as follows:
1. Except as set forth below, the terms "Company shares," "its
shares," "Company common stock" and "its common stock" as used
in the Distribution Agreement shall mean Class I Shares and
Class II Shares of the Company.
2. Section 1(b) provides that the Distribution Agreement may be
continued by the affirmative vote of a specified percentage of
the holders of the Company's shares. Section 11 provides that
the Distribution Agreement may be terminated by the vote of a
majority of the outstanding voting securities of the Company.
In order to make it clear that the Distribution Agreement may
be continued or terminated, as the case may be, on a class
basis, all references to the Company's shares or to the
outstanding voting securities of the Company in paragraph 1(b)
and paragraph 11 of the Distribution Agreement shall mean
Class I Shares or Class II Shares of the Company, as the case
may be.
3. A new paragraph 12 shall be added which reads in its entirety
as follows:
12. Subject to the limitations, if any, of applicable law
including the applicable National Association of
Securities Dealers, Inc. ("NASD") Conduct Rules
(formerly, the NASD Rules of Fair Practice) regarding
asset-based sales charges, the Company shall pay to
the Distributor as a reimbursement for all or a
portion of such expenses, or as
<PAGE> 2
reasonable compensation for distribution of the Class
II Shares, an asset-based sales charge in an amount
equal to 0.05% per annum of the average daily net
asset value of the Class II Shares from time to time
(the "Distributor's 12b-1 Share"), such sales charge
to be payable pursuant to the distribution plan
adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940 Act (the "Plan"). The
Distributor's 12b-1 Share shall accrue daily and be
paid to the Distributor as soon as practicable after
the end of each such calendar month (unless the
Distributor shall specify a later date in written
instructions to the Company). The Distributor shall
maintain adequate books and records to permit
calculations periodically (but not less than monthly)
of, and shall calculate on a monthly basis, the
Distributor's 12b-1 Share to be paid to the
Distributor. The Company shall be entitled to rely on
Distributor's books, records and calculations
relating to Distributor's 12b-1 Share.
4. Except as modified by this Amendment Agreement, the
Distribution Agreement is hereby ratified and confirmed and
remains in full force and effect.
IN WITNESS WHEREOF, this Amendment Agreement has been duly
executed by the parties hereto.
DATED: , 199 AIM SUMMIT FUND, INC.
------------------- -
ATTEST:
By:
- -------------------------- ----------------------------
Name: Name: Robert H. Graham
Title: Title: President
A I M DISTRIBUTORS, INC.
ATTEST:
By:
- -------------------------- ----------------------------
Name: Name: Michael J. Cemo
Title: Title: President
2
