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EXHIBIT h(13)
AIM SUMMIT FUND, INC.
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), dated as of
December 7, 1999, is entered into by and between AIM Summit Fund, Inc., a
Maryland corporation (the "Company"), and AIM Summit Fund, a Delaware business
trust (the "Trust"), acting on its own behalf and on behalf of its series
portfolio AIM Summit Fund.
BACKGROUND
The Company is organized as a management investment company and is
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940. The Company currently publicly offers shares of its common
stock through AIM Summit Investors Plans I and AIM Summit Investors Plans II,
each a unit investment trust.
The Company desires to change its form and place of organization by
reorganizing as the Trust. In anticipation of such reorganization (the
"Reorganization"), the Board of Trustees of the Trust has designated shares of
beneficial interest in the Trust as an investment portfolio called AIM Summit
Fund (the "Portfolio").
The Reorganization will occur through the transfer of all of the assets of
the Company to the Portfolio. In consideration of its receipt of these assets,
the Portfolio will assume all of the liabilities of the Company, and the Trust
will issue to the Company shares of beneficial interest in the Portfolio (the
"Portfolio Shares"). The Company will then distribute the Portfolio Shares it
has received to its shareholders.
The Board of Directors of the Company has designated two classes of shares
of the common stock of the Company: Class I shares and Class II shares. At the
meeting of the Company's shareholders convened to consider the transactions
contemplated by this Agreement, the shareholders will be asked to approve a Plan
of Recapitalization pursuant to which the Company's Class II shares will be
reclassified as Class I shares of the Company's common stock (the
"Recapitalization"). If approved by shareholders, the Plan of Recapitalization
will be effected prior to the Reorganization contemplated by this Agreement.
The Reorganization is subject to, and shall be effected in accordance with,
the terms of this Agreement. This Agreement is intended to be and is adopted by
the Company and by the Trust, on its own behalf and on behalf of the Portfolio,
as a Plan of Reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code").
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NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. DEFINITIONS.
Any capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the preamble or background to this Agreement. In addition,
the following terms shall have the following meanings:
1.1 "Assets" shall mean all assets including, without limitation, all
cash, cash equivalents, securities, receivables (including interest and
dividends receivable), claims and rights of action, rights to register shares
under applicable securities laws, books and records, deferred and prepaid
expenses shown as assets on the Company's books, and other property owned by the
Company at the Effective Time.
1.2 "Closing" shall mean the consummation of the transfer of assets,
assumption of liabilities and issuance of shares described in Sections 2.1, 2.2
and 2.3 of this Agreement, together with the related acts necessary to
consummate the Reorganization, to occur on the date set forth in Section 3.1.
1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.4 "Company Share Class" shall mean each of the Class I and Class II
shares of the common stock of the Company, if any such classes of Company Shares
exist at the Effective Time.
1.5 "Company Shares" shall mean the shares of the Company outstanding
immediately prior to the Reorganization.
1.6 "Effective Time" shall have the meaning set forth in Section 3.1.
1.7 "Liabilities" shall mean all liabilities of the Company including,
without limitation, all debts, obligations, and duties of whatever kind or
nature, whether absolute, accrued, contingent, or otherwise, whether or not
determinable at the Effective Time, and whether or not specifically referred to
herein.
1.8 "Portfolio" shall mean the AIM Summit Fund series of shares of
beneficial interest of the Trust
1.9 "Portfolio Share Class" shall mean each class of shares representing
an interest in the Portfolio, one of which shall correspond to one of the
Company Share Classes. The Trust will designate Portfolio Share Classes only if
Company Share Classes exist at the Effective Time.
1.10 "Portfolio Shares" shall mean those shares of beneficial interest in
the Portfolio, issued by the Trust to the Company in consideration of the
Portfolio's receipt of the Company's Assets.
1.11 "Recapitalization" shall mean the reclassification of the Class II
shares of the Company as Class I shares of the Company's common stock
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pursuant to a Plan of Recapitalization adopted by the Board of Directors of the
Company and approved by the holders of the Class II shares.
1.12 "Registration Statement" shall have the meaning set forth in Section
5.4
1.13 "RIC" shall mean a regulated investment company under Subchapter M of
the Code.
1.14 "SEC" shall mean the Securities and Exchange Commission.
1.15 "Shareholder(s)" shall mean the Company's shareholder(s) of record,
determined as of the Effective Time.
1.16 "Shareholders' Meeting" shall have the meaning set forth in Section
5.1.
1.17 "Transfer Agent" shall have the meaning set forth in Section 2.3
1.18 "1940 Act" shall mean the Investment Company Act of 1940, as amended.
2. PLAN OF REORGANIZATION.
2.1 In the event the Recapitalization is approved by the Class II
shareholders at the Shareholders' Meeting, the Reorganization shall be
consummated as follows. The Company shall assign, sell convey, transfer and
deliver all of the Assets to the Trust on behalf of the Portfolio. The Trust, on
behalf of the Portfolio, in exchange therefor:
(a) shall issue and deliver to the Company the number of full and
fractional (rounded to the third decimal place) Portfolio Shares equal to
the number of full and fractional Company Shares; and
(b) shall assume all of the Company 's Liabilities.
Such transactions shall take place at the Closing.
2.2 In the event that the Recapitalization is not approved by shareholders
at the Shareholders meeting, the Reorganization will be consummated as follows:
(a) The Trust shall designate the Portfolio Share Classes.
(b) The Company shall assign, sell, convey and deliver all of the
Assets to the Trust on behalf of the Portfolio. Those Assets attributed to
the Company's Class I shares shall be attributed to the Portfolio's Class I
shares and the Assets attributed to the Company's Class II shares shall be
attributed to the Portfolio's Class II shares.
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(c) The Trust, on behalf of the Portfolio, in exchange therefor:
(i) shall issue and deliver to the Company the number of full and
fractional (rounded to the third decimal place) Portfolio Shares of each
Portfolio Share Class equal to the number of full and fractional Company
Shares for each corresponding Company Share Class; and
(ii) shall assume all of the Company's Liabilities; all of the
Liabilities attributed to the Company's Class I shares will be
attributed to the Portfolio's Class I shares and all of the Liabilities
attributable to the Company's Class II shares shall be attributed to the
Portfolio's Class II shares.
Such transactions shall take place at the Closing.
2.3 At the Effective Time (or as soon thereafter as is reasonably
practicable), (a) the Portfolio Shares issued pursuant to paragraph 5.2 shall be
redeemed by the Trust for $1.00 and (b) the Company shall distribute the
Portfolio Shares received by it pursuant to paragraph 2.1 or 2.2 to the
Company's Shareholders in exchange for such Shareholders' Company Shares. Such
distribution shall be accomplished through opening accounts, by the transfer
agent for the Trust (the "Transfer Agent"), on the Trust's share transfer books
in the Shareholders' names and transferring Portfolio Shares to such accounts.
Each Shareholder's account shall be credited with the respective pro rata number
of full and fractional (rounded to the third decimal place) Portfolio Shares (of
each Portfolio Share Class if Company Share Classes exist at the Effective Time)
due that Shareholder. All outstanding Company Shares, including those
represented by certificates, shall simultaneously be canceled on the Company's
share transfer books. The Trust shall not issue certificates representing the
Portfolio Shares in connection with the Reorganization. However, certificates
representing Company Shares shall represent Portfolio Shares after the
Reorganization.
2.4 As soon as reasonably practicable after distribution of the Portfolio
Shares pursuant to paragraph 2.3, the Company shall dissolve its existence as
corporation under Maryland law.
2.5 Any transfer taxes payable on issuance of Portfolio Shares in a name
other than that of the registered holder of the Company Shares exchanged
therefor shall be paid by the person to whom such Portfolio Shares are to be
issued, as a condition of such transfer.
2.6 Any reporting responsibility of the Company to a public authority is,
and shall remain its responsibility up to and including the date on which it is
terminated.
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3. CLOSING.
3.1 The Closing shall occur at the principal office of the Company on June
30, 2000, or on such other date and at such other place upon which the parties
may agree. All acts taking place at the Closing shall be deemed to take place
simultaneously as of the Company's and the Trust's close of business on the date
of the Closing or at such other time as the parties may agree (the "Effective
Time").
3.2 The Company shall deliver to the Trust at the Closing a schedule of
its Assets as of the Effective Time, which shall set forth all portfolio
securities included therein, their adjusted tax basis and holding period by lot.
The Company shall cause its custodian to deliver at the Closing a certificate of
an authorized officer of the custodian stating that (a) the Assets held by the
custodian will be transferred to the Portfolio at the Effective Time and (b) all
necessary taxes in conjunction with the delivery of the Assets, including all
applicable federal and state stock transfer stamps, if any, have been paid or
provision for payment has been made.
3.3 The Company shall deliver to the Trust at the Closing a list of the
names and addresses of its Shareholders and the number of outstanding Company
Shares owned by each Shareholder, all as of the Effective Time, certified by the
Company's Secretary or Assistant Secretary. The Trust shall cause the Transfer
Agent to deliver at the Closing a certificate as to the opening on the Trust's
transfer books of accounts in the Shareholders' names. The Trust shall issue and
deliver a confirmation to the Company evidencing the Portfolio Shares to be
credited to the Company at the Effective Time or provide evidence satisfactory
to the Company that such shares have been credited to the Company's account on
such books. At the Closing, each party shall deliver to the other such bills of
sale, checks, assignments, stock certificates, receipts, or other documents as
the other party or its counsel may reasonably request.
3.4 The Company and the Trust shall deliver to the other at the Closing a
certificate executed in its name by its President or a Vice President in form
and substance satisfactory to the recipient and dated the Effective Time, to the
effect that the representations and warranties it made in this Agreement are
true and correct at the Effective Time except as they may be affected by the
transactions contemplated by this Agreement.
4. REPRESENTATIONS AND WARRANTIES.
4.1 The Company represents and warrants as follows:
(a) The Company is a corporation duly organized, validly existing, and
in good standing under the laws of the State of Maryland, and its Charter
is on file with the Maryland Department of Assessments and Taxation;
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(b) The Company is duly registered as an open-end series management
investment company under the 1940 Act, and such registration is in full
force and effect;
(c) At the Closing, the Company will have good and marketable title to
its Assets and full right, power, and authority to sell, assign, transfer,
and deliver its Assets free of any liens or other encumbrances; and upon
delivery and payment for the Assets, the Portfolio will acquire good and
marketable title to the Assets;
(d) The Portfolio Shares are not being acquired for the purpose of
making any distribution thereof, other than in accordance with the terms
hereof;
(e) The Company qualified for treatment as a RIC for each past taxable
year since it commenced operations and will continue to meet all the
requirements for such qualification for its current taxable year (and the
Assets will be invested at all times through the Effective Time in a manner
that ensures compliance with the foregoing); the Company has no earnings
and profits accumulated in any taxable year in which the provisions of
Subchapter M did not apply to it; and the Company has made all
distributions for each such past taxable year that are necessary to avoid
the imposition of federal excise tax or has paid or provided for the
payment of any excise tax imposed for any such year;
(f) There is no plan or intention of the Shareholders who individually
own 5% or more of any Company Shares and, to the best of the Company's
knowledge, there is no plan or intention of the remaining Shareholders to
redeem or otherwise dispose of any Portfolio Shares to be received by them
in the Reorganization. The Company does not anticipate dispositions of
those shares at the time of or soon after the Reorganization to exceed the
usual rate and frequency of redemptions of shares of the Company as a
series of an open-end investment company. Consequently, the Company expects
that the percentage of Shareholder interests, if any, that will be disposed
of as a result of or at the time of the Reorganization will be less than
one percent (1%) of the shares of the Company outstanding as of the
Effective Time;
(g) The Liabilities were incurred by the Company in the ordinary
course of its business and are associated with the Assets;
(h) The Company is not under the jurisdiction of a court in a
proceeding under Title 11 of the United States Code or similar case within
the meaning of Section 368(a)(3)(A) of the Code;
(i) As of the Effective Time, the Company will not have outstanding
any warrants, options, convertible securities, or any other type of rights
pursuant to which any person could acquire Company Shares except for the
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right of investors to acquire its shares at net asset value in the normal
course of its business as an open-end diversified management investment
company operating under the 1940 Act;
(j) At the Effective Time, the performance of this Agreement shall
have been duly authorized by all necessary action by the Company's
shareholders; and
(k) Throughout the five-year period ending on the date of the Closing,
the Company will have conducted its historic business within the meaning of
Section 1.368-1(d) of the Income Tax Regulations under the Code in a
substantially unchanged manner;
(l) The fair market value of the Assets of the Company transferred to
the Portfolio will equal or exceed the sum of the Liabilities assumed by
the Portfolio plus the amount of Liabilities, if any, to which the
transferred Assets are subject.
4.2 The Trust represents and warrants, on its own behalf and on behalf of
the Portfolio, to the Company as follows:
(a) The Trust is a business trust duly organized, validly existing and
in good standing under the laws of the State of Delaware, and its
Certificate of Trust has been duly filed in the office of the Secretary of
State of Delaware;
(b) At the Effective Time, the Trust will succeed to the Company's
registration statement filed under the 1940 Act with the SEC and thus will
become duly registered as an open-end management investment company under
the 1940 Act;
(c) At the Effective Time, the Portfolio will be a duly established
and designated series of the Trust and any Portfolio Share Classes existing
at the Effective Time will have been duly established and designated
classes of Portfolio Shares.
(d) The Portfolio has not commenced operations and nor will it
commence operations until after the Closing;
(e) Prior to the Effective Time, there will be no issued and
outstanding shares of the Portfolio or any other securities issued by the
Trust on behalf of the Portfolio, except as provided in paragraph 5.2;
(f) No consideration other than Portfolio Shares (and the Portfolio's
assumption of the Liabilities) will be issued in exchange for the Assets in
the Reorganization;
(g) The Portfolio Shares to be issued and delivered to the Company
hereunder will, at the Effective Time, have been duly authorized and, when
issued and delivered as provided herein, will be duly and validly issued
and outstanding shares of the Trust, fully paid and non-assessable;
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(h) The Portfolio will meet all the requirements to qualify for
treatment as a RIC for its taxable year in which the Reorganization occurs;
(i) The Trust, on behalf of the Portfolio, has no plan or intention to
issue additional Portfolio Shares following the Reorganization except for
shares issued in the ordinary course of its business as a series of an
open-end investment company; nor does the Trust, on behalf of the
Portfolio, have any plan or intention to redeem or otherwise reacquire any
Portfolio Shares issued pursuant to the Reorganization, other than in the
ordinary course of its business or to the extent necessary to comply with
its legal obligation under section 22(e) of the 1940 Act;
(j) The Portfolio will actively continue the Company's business in
substantially the same manner that the Company conducted that business
immediately before the Reorganization; and the Portfolio has no plan or
intention to sell or otherwise dispose of any of the Assets, except for
dispositions made in the ordinary course of its business each dispositions
necessary to maintain its qualification as a RIC, although in the ordinary
course of its business the Portfolio will continuously review its
investment portfolio (as the Company did before the Reorganization) to
determine whether to retain or dispose of particular stocks or securities,
including those included in the Assets;
(k) There is no plan or intention for the Portfolio to be dissolved or
merged into another corporation or business trust or "fund" thereof (within
the meaning of section 851(g)(2) of the Code) following the Reorganization;
and
4.3 Each of the Company and the Trust, on its own behalf and on behalf of
the Portfolio, as appropriate, represents and warrants as follows:
(a) The fair market value of the Portfolio Shares received by each
Shareholder will be approximately equal to the fair market value of the
Company Shares surrendered in exchange therefor;
(b) Immediately following consummation of the Reorganization, the
Shareholders will own all the shares of the Portfolio and will own such
shares solely by reason of their ownership of the Company Shares
immediately before the Reorganization;
(c) The Shareholders will pay their own expenses, if any, incurred in
connection with the Reorganization;
(d) There is no intercompany indebtedness between the Company and the
Portfolio that was issued or acquired, or will be settled, at a discount;
and
(e) Immediately following consummation of the Reorganization, the
Portfolio will hold the same assets, except for assets distributed to
shareholders in the course of its business as a RIC and assets used to pay
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expenses incurred in connection with the Reorganization, and be subject to
the same liabilities that the Company held or was subject to immediately
prior to the Reorganization. Assets used to pay expenses, all redemptions
and distributions (other than regular, normal dividends) made by the
Company after the date of this Agreement will, in the aggregate, constitute
less than one percent (1%) of its net assets.
5. COVENANTS.
5.1 As soon as practicable after the date of this Agreement, the Company
shall call a meeting of its shareholders (the "Shareholders Meeting") to
consider and act on this Agreement. The Board of Directors of the Company shall
recommend that shareholders approve this Agreement and the transactions
contemplated by this Agreement. Approval by shareholders of this Agreement will
authorize the Company, and the Company hereby agrees, to vote on the matters
referred to in paragraphs 5.2 and 5.3.
5.2 The Trust's trustees shall authorize the issuance of, and the Trust
shall issue, prior to the Closing, one Portfolio Share (in each Portfolio Share
Class if so designated) to the Company in consideration of the payment of $1.00
per share for the purpose of enabling the Company to elect the Company's
directors as the Trust's trustees (to serve without limit in time, except as
they may resign or be removed by action of the Trust's trustees or
shareholders), to ratify the selection of the Trust's independent accountants,
and to vote on the matters referred to in paragraph 5.3;
5.3 Immediately prior to the Closing, the Trust (on its own behalf and
with respect to the Portfolio or each Portfolio Share Class, as appropriate)
shall enter into a Master Investment Advisory Agreement, a Master Sub-Advisory
Agreement, a Master Administrative Services Agreement, Master Distribution
Agreements, a Custodian Agreement and a Transfer Agency and Servicing Agreement;
shall adopt plans of distribution pursuant to Rule 12b-1 of the 1940 Act, a
multiple class plan pursuant to Rule 18f-3 of the 1940 Act and shall enter into
or adopt, as appropriate, such other agreements and plans as are necessary for
the Portfolio's operation as a series of an open-end investment company. Each
such agreement and plan shall have been approved by the Trust's trustees and, to
the extent required by law, by such of those trustees who are not "interested
persons" of the Trust (as defined in the 0000 Xxx) and by the Company as the
sole shareholder of the Portfolio.
5.4 The Company or the Trust, as appropriate, shall file with the SEC one
or more post-effective amendments to the Company's Registration Statement on
Form N-1A under the Securities Act of 1933, as amended, and the 1940 Act, as
amended (the "Registration Statement"), (i) which contain such amendments to
such Registration Statement as are determined by the Company to be necessary and
appropriate to effect the Reorganization and (ii) pursuant to which the Trust
adopts such Registration Statement, as so amended, as its own,
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and shall use its best efforts to have such post-effective amendment or
amendments to the Registration Statement become effective as of the Closing.
6. CONDITIONS PRECEDENT.
The obligations of the Company and the Trust, on its own behalf and on
behalf of the Portfolio, will be subject to (a) performance by the other party
of all its obligations to be performed hereunder at or before the Effective
Time, (b) all representations and warranties of the other party contained herein
being true and correct in all material respects as of the date hereof and,
except as they may be affected by the transactions contemplated hereby, as of
the Effective Time, with the same force and effect as if made on and as of the
Effective Time, and (c) the further conditions that, at or before the Effective
Time:
6.1 The shareholders of the Company shall have approved this Agreement and
the transactions contemplated by this Agreement in accordance with applicable
law.
6.2 All necessary filings shall have been made with the SEC and state
securities authorities, and no order or directive shall have been received that
any other or further action is required to permit the parties to carry out the
transactions contemplated hereby. All consents, orders, and permits of federal,
state, and local regulatory authorities (including the SEC and state securities
authorities) deemed necessary by either the Company or the Trust to permit
consummation, in all material respects, of the transactions contemplated hereby
shall have been obtained, except where failure to obtain such consults, orders,
and permits would not involve a risk of a material adverse effect on the assets
or properties of either the Company or the Portfolio, provided that either the
Company or the Trust may for itself waive any of such conditions;
6.3 Each of the Company and the Trust shall have received an opinion from
Xxxxxxx Xxxxx Xxxxxxx & Xxxxxxxxx, LLP as to the federal income tax consequences
mentioned below. In rendering such opinion, such counsel may rely as to factual
matters, exclusively and without independent verification, on the
representations made in this Agreement (or in separate letters of representation
that the Company and the Trust shall use their best efforts to deliver to such
counsel) and the certificates delivered pursuant to paragraph 3.4. Such opinion
shall be substantially to the effect that, based on the facts and assumptions
stated therein and conditioned on consummation of the Reorganization in
accordance with this Agreement, for federal income tax purposes:
(a) The Reorganization will constitute a reorganization within the
meaning of section 368(a) of the Code, and the Company and the Portfolio
will be "a party to a reorganization" within the meaning of section 368(b)
of the Code;
(b) No gain or loss will be recognized to the Company on the transfer
of the Assets to the Portfolio in exchange solely for Portfolio Shares and
the
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Portfolio 's assumption of the Liabilities or on the subsequent
distribution of Portfolio Shares to the Shareholders, in constructive
exchange for their Company Shares, in liquidation of the Company;
(c) No gain or loss will be recognized to the Portfolio on its receipt
of the Assets in exchange for Portfolio Shares and its assumption of the
Liabilities;
(d) The Portfolio's basis for the Assets will be the same as the basis
thereof in the Company's hands immediately before the Reorganization, and
the Portfolio's holding period for the Assets will include the Company's
holding period therefor;
(e) A Shareholder will recognize no gain or loss on the constructive
exchange of Company Shares solely for Portfolio Shares pursuant to the
Reorganization; and
(f) A Shareholder's basis for the shares of the Portfolio to be
received in the Reorganization will be the same as the basis for the
Company Shares to be constructively surrendered in exchange for such
Portfolio Shares, and a Shareholder's holding period for such Portfolio
Shares will include its holding period for the Company Shares
constructively surrendered, provided that the Portfolio Shares are held as
capital assets by the Shareholder at the Effective Time.
6.4 No stop-order suspending the effectiveness of the Registration
Statement shall have been issued, and no proceeding for that purpose shall have
been initiated or threatened by the SEC (and not withdrawn or terminated).
At any time prior to the Closing, any of the foregoing conditions (except
those set forth in paragraph 6.1) may be waived by the directors/trustees of
either the Company or the Trust if, in their judgment, such waiver will not have
a material adverse effect on the interests of the Company's shareholders.
7. EXPENSES.
Except as otherwise provided in subparagraph 4.3(c), all expenses incurred
in connection with the transactions contemplated by this Agreement (regardless
of whether they are consummated) will be borne by the parties as they mutually
agree.
8. ENTIRE AGREEMENT.
Neither party has made any representation, warranty, or covenant not set
forth herein, and this Agreement constitutes the entire agreement between the
parties.
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9. AMENDMENT.
This Agreement may be amended, modified, or supplemented at any time,
notwithstanding its approval by the Company's shareholders, in such manner as
may be mutually agreed upon in writing by the parties; provided that following
such approval no such amendment shall have a material adverse effect on the
Shareholders' interests.
10. TERMINATION.
This Agreement may be terminated at any time at or prior to the Effective
Time, whether before or after approval by the Company's shareholders:
10.1 By either the Company or the Trust (a) in the event of the other
party's material breach of any representation, warranty, or covenant contained
herein to be performed at or prior to the Effective Time, (b) if a condition to
its obligations has not been met and it reasonably appears that such condition
will not or cannot be met, or (c) if the Closing has not occurred on or before
September 30, 2000; or
10.2 By the parties' mutual agreement.
Except as otherwise provided in Section 7, in the event of termination
under paragraphs 10.1(c) or 10.2, there shall be no liability for damages on the
part of either the Company or the Trust or Portfolio to the other.
11. MISCELLANEOUS.
11.1 This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Delaware; provided that, in the case of any
conflict between such laws and the federal securities laws, the latter shall
govern.
11.2 Nothing expressed or implied herein is intended or shall be construed
to confer upon or give any person, firm, trust, or corporation other than the
parties and their respective successors and assigns any rights or remedies under
or by reason of this Agreement.
11.3 The execution and delivery of this Agreement have been authorized by
the Trust's trustees, and this Agreement has been executed and delivered by
authorized officers of the Trust acting as such; neither such authorization by
such trustees nor such execution and delivery by such officers shall be deemed
to have been made by any of them individually or to impose any liability on any
of them or any shareholder of the Trust personally, but shall bind only the
assets and property of the Company, as provided in the Trust's Agreement and
Declaration of Trust.
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IN WITNESS WHEREOF, each party has caused this Agreement to be executed and
delivered by its duly authorized officers as of the day and year first written
above.
Attest: AIM SUMMIT FUND, INC.
By:
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Title:
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Attest: AIM SUMMIT FUND
By:
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Title:
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