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EXHIBIT 1.A(8)(a)(i)
DISTRIBUTION AGREEMENT
AGREEMENT, made as of the 28th day of February 1997, by and between AIM
SUMMIT FUND, INC., a Maryland corporation (the "Company), and A I M
DISTRIBUTORS, INC., a Delaware corporation (the "Distributor").
WITNESSETH
WHEREAS, the Company is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940, as
amended; and
WHEREAS, the Distributor sponsors systematic investment plans (the
"Plans") based upon shares of the common stock of the Company, and the
Distributor desires to arrange for the acquisition of Company shares for deposit
and use under the Plans; and
WHEREAS, the Company and the Distributor desire to enter into a new
agreement appointing the Distributor as the principal distributor of the shares
of common stock of the Company.
NOW, THEREFORE, in consideration of the premises and of other good and
valuable consideration by each of the parties hereto to the other party paid and
of the agreements, covenants and obligations herein contained:
1. The Company appoints the Distributor as the principal distributor of
Company shares for a term of two years commencing upon the date first above
written and continuing thereafter for consecutive periods of one year provided
the continuance of this Agreement is approved at least annually (a) by the
Company's Board of Directors, including a majority of the members of the Board
of Directors who are not parties to the Agreement or interested persons of any
such party (other than as a Company director), in person at a meeting called for
such purpose or (b) by the affirmative vote of the holders of either: (i) 67% or
more of the Company shares voting (if more than 50% of the outstanding Company
shares are voted) or (ii) more than 50% of the outstanding Company shares.
Notwithstanding the termination of this Agreement, the Company agrees to sell
sufficient Company shares to the Distributor or any bank or banks acting as
custodian for the Plans to permit completion of all Plans begun prior to such
termination. The Distributor represents and agrees that it will use its best
efforts to sell Plans based upon Company shares throughout the term of this
Agreement.
2. The Company shall use its best efforts in maintaining registration
of itself and its securities under the Investment Company Act of 1940, as
amended (the "Act"), and the Securities Act of 1933, as amended, and shall bear
all expenses in connection therewith. The Company shall
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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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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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(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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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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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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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/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
Title: President
/s/ XXXXX X. XXXX
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Name: Xxxxx X. Xxxx
Title: Assistant Secretary
A I M DISTRIBUTORS, INC.
ATTEST:
By: /s/ XXXXXXX X. XXXX
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Name: Xxxxxxx X. Xxxx
Title: President
/s/ XXXXXX X. XXXX
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Name: Xxxxxx X. Xxxx
Title: Assistant Secretary
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