1
EXHIBIT e(4)
DISTRIBUTION AGREEMENT
AGREEMENT, made as of the 24th day of July, 2000 by and between AIM
SUMMIT FUND, a Delaware business trust (the "Trust"), and A I M DISTRIBUTORS,
INC., a Delaware corporation (the "Distributor").
WITNESSETH
WHEREAS, the Trust 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 beneficial interest of the Trust, and the
Distributor desires to arrange for the acquisition of Trust shares for deposit
and use under the Plans; and
WHEREAS, the Trust and the Distributor desire to enter into a new
agreement appointing the Distributor as the principal distributor of the shares
of beneficial interest of the Trust.
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 Trust appoints the Distributor as the principal distributor of
Trust 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
Trust's Board of Trustees, including a majority of the members of the Board of
Trustees who are not parties to the Agreement or interested persons of any such
party (other than as a Trust trustee), 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 Trust shares voting (if more than 50% of the outstanding Trust shares are
voted) or (ii) more than 50% of the outstanding Trust shares. Notwithstanding
the termination of this Agreement, the Trust agrees to sell sufficient Trust
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 Trust shares throughout the term of this Agreement.
2. The Trust 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 Trust shall 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
-1-
2
envelopes, including, without limitation, proxy material, proxies, annual,
semi-annual and quarterly reports, sent from time to time to the holders of
Trust shares so as to provide a single copy, together with the necessary
envelope and postage, to each holder of a Plan. The Trust agrees to furnish all
the above-mentioned material at no cost to the Distributor. The Distributor
agrees that it will furnish the Trust for its files two copies of all material
supplied to holders of Plans by the Distributor. The Trust 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 Trust ("AIM"), and that AIM is a
wholly-owned subsidiary of A I M Management Group Inc., and that the Trust's
agreement to supply information and printed material described in this Agreement
may be fulfilled by AIM.
3. The Trust shall cooperate in the qualification of Trust 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
Trust 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 Trust's officers. The officers of the Trust shall
determine whether it is desirable to qualify or continue to offer Trust shares
in any jurisdiction.
4. The Distributor agrees that all solicitations for subscriptions to
Trust shares shall be made in accordance with the Trust's Declaration of Trust
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 Trust shares.
5. The Distributor shall purchase from the Trust as principal, and the
Trust agrees to sell to the Distributor at the net asset value thereof, Trust
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 Trust
prospectus in effect at the time of sale of such shares. The Distributor shall
not maintain a long or short position in Trust 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.
6. The agreement on the part of the Trust to sell Trust 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;
-2-
3
(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 Trust, then the agreement of the Trust to sell at the net asset value
Trust 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 Trust shares at net asset value
for resale shall be exclusive, except that:
(a) the Trust may issue its shares at their net asset value to any
shareholder of the Trust purchasing such shares with dividends or
other distributions received from the Trust pursuant to an offer
made to all shareholders;
(b) the Trust 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 Trust;
(c) the Distributor may, and when requested by the Trust shall,
suspend its efforts to effectuate sales of Trust shares at any time
when in the opinion of the Distributor or of the Trust no sales
should be made because of market or other economic considerations or
abnormal circumstances of any kind; and
(d) the Trust may withdraw the offering of its shares of beneficial
interest (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
beneficial interest of the Trust.
-3-
4
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 Trust
shares theretofore employed (such substitution to be made as to the Trust shares
already purchased and to be purchased, or only as to Trust 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 Trust 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 Trust 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
favorable as those applicable to the Trust 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 Trust 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 least
equal to the aggregate value of the old Trust shares similarly
computed, or computed on the basis of the best available bid price
the custodian is able to obtain for such old Trust shares in the
event the issuer thereof does not quote the net asset value at the
time in question;
-4-
5
(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 Trust 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
Trust's Registration Statement or Prospectus (as amended or supplemented if the
Trust 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 Trust 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 Trust on account of its agreement in the preceding paragraph,
notice in writing will be given to the Trust of the commencement thereof.
Thereupon, the Trust 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 Trust, the Trust 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 Trust or to holders of Trust 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.
-5-
6
10. The Distributor agrees to indemnify and hold harmless the Trust,
its officers, directors or agents to the same extent as in the foregoing
indemnity from the Trust to the Distributor, arising by reason of the
sponsorship or distribution by the Distributor of Plans based upon Trust 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 Trust
by the Distributor or by any person on behalf of or at the request of the
Distributor, excluding the Trust, expressly for use in the Registration
Statement or Prospectus. The Distributor also agrees to indemnify and hold
harmless the Trust, 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 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 Trust, and the Trust, 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 Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Trust, 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.
12. The Trust has adopted a distribution plan pursuant to Rule 12b-1
under the Investment Company Act of 1940 (the "Plan") which authorizes the Trust
to pay to the Distributor an asset-based sales charge in an amount equal to
0.30% per annum of the average daily net assets attributable to the Shares of
the Trust. The Distributor hereby contractually agrees to waive a portion of the
amount payable under the Plan attributable to Shares held in AIM Summit
Investors Plans I so that, 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 Trust shall pay to the Distributor as a
reimbursement for all or a portion of the expenses it incurs in providing
shareholder services, or as reasonable compensation for distribution of the
Shares, an asset-based sales charge in an amount equal to 0.10% per annum of the
average daily net asset value of the Shares held through AIM Summit Investors
Plans I and 0.30% per annum of the average daily net asset value of all other
Shares (collectively, the "Distributor's 12b-1 Share"), such sales charge to be
payable pursuant to
-6-
7
the Plan. The Distributor further agrees that its waiver of payments under the
Plan in respect of Shares held in AIM Summit Investors Plans I shall not be
changed or revoked without prior approval of shareholders of the Trust.
Amounts received by the Distributor may be used in part for the
implementation of shareholder service arrangements with respect to Trust Shares,
AIM Summit Investors Plans I and AIM Summit Investors Plans II. The maximum
service fee paid to any service provider shall be twenty-five one-hundredths of
one-percent (0.25%) per annum of the daily net assets, attributable to the Trust
Shares beneficially owned by the customers of such service providers. To the
extent that amounts paid to the Distributor pursuant to this paragraph 12 are
not used specifically to reimburse the Distributor for any such expenses, such
amounts may be treated as compensation for the Distributor's services and shall
be deemed an asset-based sales charge. 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 Trust). 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 Trust shall be entitled to rely on
Distributor's books, records and calculation relating to Distributor's 12b-1
Share.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto the day and year first above written.
ATTEST: AIM SUMMIT FUND
/s/ P. XXXXXXXX XXXXX By: /s/ XXXXXX X. XXXXXX
--------------------------------- -----------------------------------
Name: Name: Xxxxxx X. Xxxxxx
Title: Title: President
ATTEST: A I M DISTRIBUTORS, INC.
/s/ XXXXXX X. XXXX By: /s/ XXXXXXX X. XXXX
--------------------------------- -----------------------------------
Name: Name: Xxxxxxx X. Xxxx
Title: Title: President
-7-
