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EXHIBIT 1.A(3)(b)(ii)
DEALER AGREEMENT
This Agreement is made by and between A I M Distributors, Inc.
(hereinafter called "AIM"), as sponsor and principal underwriter of Summit
Investors Plans for the accumulation of shares of Summit Investors Fund, Inc.,
a mutual fund (hereinafter referred to as the "Plans"), and
__________________________ ("Dealer") (City, State, Zip).
1. All applications for the Plans shall be made on application forms
provided by AIM, and all initial payments collected shall be remitted
in full, without deduction of any commission by Dealer, together with
such application forms, signed by each applicant (an "Investor"), to A
I M Distributors, Inc., X.X. Xxx 0000, Xxxxxxx, Xxxxx 00000-0000.
Checks or money orders for initial payments shall be drawn to the
order of "State Street Bank and Trust Company, Custodian". A separate
check or money order shall accompany the application form submitted
for each Plan. After the initial payment has been made and the Plan
has been issued, the Investor shall send all future payments to State
Street Bank and Trust Company (the "Custodian") at X.X. Xxx 0000,
Xxxxxx, XX 00000 or such other addressee as AIM shall identify to
Dealer in writing.
2. AIM reserves the right in its sole discretion to reject any Plan
application and to return any payment made in connection therewith.
AIM also reserves the right in its sole discretion to give any
accepted applicant the privilege of canceling that applicant's Plan in
accordance with any rights described in the Plans Prospectus effective
at the time of purchase of the Plan. AIM further reserves the right
to refund all or part of any payment or payments made by an Investor
in the event that it, in its sole discretion, believes that the
solicitation and/or sale associated therewith was effected in
violation of any applicable state or federal law or rule or regulation
of the National Association of Securities Dealers, Inc. ("NASD"). In
the event of any such refund or refunds, Dealer shall not be entitled
to any commissions thereon, and, if such commissions have been paid,
Dealer shall promptly refund same to AIM or AIM may, at its option,
charge the same against future commissions. To this end, Dealer
hereby grants AIM a lien on any such commissions.
3. On all approved sales of Plans made by Dealer as evidenced by the
issuance of a Plan Certificate or a purchase transaction confirmation
and its acceptance by Investor, AIM shall pay Dealer commissions in
accordance with the terms of this Agreement and the "Summit Investors
Plan Commission Schedule" which is attached hereto and made a part of
this Agreement. All commissions on first-year and subsequent payments
will be paid monthly as the Creation and Sales Charges applicable
thereto are received by AIM from the Custodian. Dealer's rights to
all commissions on Plans sold during the term of this Agreement shall
survive termination of this Agreement if Dealer is in compliance with
Paragraph 10 hereof.
4. Anything herein to the contrary notwithstanding, the attached "Summit
Investors Plan Commission Schedule" is subject to change by AIM at any
time and from time to time, but
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no such changes shall affect amounts payable to Dealer as commissions
on Plans accepted by AIM prior to any such changes.
5. In the event a Planholder exercises his right under Section 27 of the
Investment Company Act of 1940, as amended, to surrender his Plan
within the first 18 months following its issuance, and to receive the
value of his account plus an amount equal to that part of the excess
paid with respect to that Plan for Creation and Sales Charges which
exceeds 15% of the gross payments made, Dealer shall promptly refund
to AIM a portion of the commission previously paid to Dealer with
respect to such Plan which bears the same relationship to the total
amount of such commission as the amount refunded to the Planholder
bears to the total Creation and Sales Charge paid by him with respect
to such Plan, or AIM may, at its option, charge such amount against
future commissions receivable by Dealer. To this end, Dealer hereby
grants AIM a lien on any such commissions.
6. Dealer will accept Plan applications only from persons who have
received a copy of the current Plan Prospectus issued under the
Securities Act of 1933 and who, to the best of Dealer's knowledge and
belief, can and will complete all payments specified in the
applications. If an Investor becomes delinquent in his payments, it
shall be Dealer's responsibility to contact the Investor for the
purpose of reinstating the payment schedule.
7. Plans shall be offered and sold in such denominations and units
calling for such periodic payments as AIM shall from time to time
determine and set forth in the Plans Prospectus. AIM reserves the
right in its sole discretion, to suspend, restrict, alter, or modify
in any way the sale of any of the Plans or to withdraw the offering of
the Plans entirely.
8. No person is authorized or permitted to give any information or make
any representations concerning the Plan other than those which are
contained in the current Plans Prospectus and in such other printed
information as may be subsequently issued by AIM as information
supplemental to such Plans Prospectus or approved by AIM in writing
for use in connection therewith. Dealer will not use the words
"Summit Investors Fund", (hereinafter referred to as the "Fund") or "A
I M Distributors", whether in writing, by radio and television, or any
other advertising media, without prior written approval.
9. Additional copies of the current Plan Prospectus, any printed
information issued as supplemental to such Plans Prospectus, and the
Plan application forms will be supplied by AIM in reasonable
quantities upon request. All other expenses incurred by Dealer in
connection with activities under this Agreement shall be borne by
Dealer.
10. Dealer represents that it is and will remain in good standing of the
NASD, and agrees to abide by all of its rules and regulations,
including its Conduct Rules. Dealer further agrees to comply with all
applicable state and federal laws and rules and regulations of
regulatory agencies having jurisdiction. Reference is hereby
specifically made to Rule 2830, Conduct Rules (formerly Section 26,
Article III, of the Rules of Fair Practice) of the NASD which is
incorporated herein as if set forth in full.
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11. Dealer's commissions shall vest as follows: Commissions on first and
subsequent year payments will be paid to Dealer as long as this
Agreement remains in full force and effect or so long thereafter as
Dealer continues membership in the NASD. If Dealer should voluntarily
terminate its membership in the NASD, AIM reserves the right to assign
Plan accounts as to which Dealer is the Dealer of Record and the right
to receive commissions with respect to such Plan accounts to one of
its active dealers. Nevertheless, AIM in its sole discretion, may pay
commissions to Dealer on Plan payments made with respect to such Plan
accounts subsequent to such voluntary termination by dealer.
Notwithstanding the above, in the event Dealer's membership in the
NASD is discontinued or suspended because of disciplinary proceedings
by the NASD, the Securities and Exchange Commission, or other
regulatory bodies, no commissions will be paid on any Investor's
payments received during the period of a suspension or after the
effective date of an expulsion or revocation of a membership;
provided, however, that in the event Dealer's NASD membership is
thereafter reinstated in good standing, or if such disciplinary action
by another regulatory body is thereafter terminated by same, payment
of such commission to Dealer shall then resume, if such payment
resumption is allowable under applicable law, rules, or regulations.
12. In all sales of the Plans to the public, Dealer shall act as a dealer
for its own account and in no transaction shall it have any authority
to act or hold itself out as agent for AIM, the Fund, or any other
member of the selling group of the Fund, and nothing in this
Agreement, including the use of the word "commissions", shall
constitute Dealer as a partner, employee, or agent of AIM or give
Dealer any authority to act for AIM. Neither AIM nor the Fund shall
be liable for any of the acts or obligations of Dealer as a dealer
under this Agreement.
13. Each party hereto has the right to cancel this Agreement at any time
upon ninety (90) days written or telegraphic notice to the other.
14. Dealer will comply with all applicable state and federal laws and with
the rules and regulations of authorized regulatory agencies
thereunder. Dealer will not offer Plans for sale unless such Plans
are duly registered under the applicable state and federal statues and
the rules and regulations thereunder.
15. All communications to AIM shall be sent to A I M Distributors Inc.,
Attn: General Counsel at the address below or to such other address as
AIM may authorize in writing. All communications and/or notices to
Dealer shall be duly given, mailed, or telegraphed to Dealer, at the
address specified by Dealer below, or at such other address as Dealer
may authorize in writing.
16. Failure of either party to terminate this Agreement upon the
occurrence of any event set forth in this Agreement as a cause for
termination shall not constitute a waiver of the right to terminate
this Agreement at a later time on account of such occurrence.
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17. This Agreement shall be construed in accordance with the laws of the
State of Texas and on modification hereof shall be valid unless in
writing.
18. This Agreement or any moneys due or to become due hereunder shall not
be assignable by Dealer without prior written approval by AIM.
19. This Agreement supersedes and cancels all previous Agreements
pertaining to the Fund between AIM and Dealer, whether oral or
written.
20. In the event of a dispute with respect to this Agreement that the
parties are unable to resolve themselves, such dispute will be settled
by arbitration in accordance with the then existing NASD Code of
Arbitration Procedure ("NASD Code"). The arbitrators will act by
majority decision, and their award may allocate attorney's fees and
arbitration costs between the parties. Their award will be final and
binding between the parties, and such award may be entered as a
judgment in any court of competent jurisdiction. The parties agree
that, to the extent permitted by the NASD code, the arbitrators will
be selected from the securities industry.
AGREED this _________ day of ____________________, 1997.
A I M DISTRIBUTORS, INC. Company
X.X. Xxx 0000 Xxxxxxx
Xxxxxxx, Xxxxx 00000-0000 Xxxx, Xxxxx Zip
By: By:
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Title: Title:
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