1
As filed with the Securities and Exchange Commission on April 30, 1999
1933 Act Registration No.___________
1940 Act Registration No.___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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: AIM SUMMIT INVESTORS PLANS II
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 July 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)
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E. Title and amount of securities being registered:
AIM Summit Investors Plans II, an indefinite amount of
periodic payment plans being registered.
F. Approximate date of proposed public offering:
July 1, 1999
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AIM SUMMIT INVESTORS PLANS II
------------------------------------------------------------------------
PROSPECTUS
JULY 1, 1999
AIM Summit Investors Plans II provides for the accumulation of
Class II Shares of AIM Summit Fund, Inc.
Class II Shares of AIM Summit Fund, Inc. are offered to and may be
purchased by the general public only through AIM Summit Investors
Plans II. 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 INVESTMENT COMPANY 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.
[AIM LOGO APPEARS HERE] INVEST WITH DISCIPLINE
--Registered Trademark--
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TABLE OF CONTENTS
PAGE
Introduction................................................ 1
Allocation of Investments and Deductions.................... 2
Total 25 Year Allocations of Investments and Deductions When
Extended Investment Option is Used........................ 3
A Typical $50 Monthly Investment Plan....................... 4
Annual Fund Operating Expenses.............................. 4
How To Start a Plan......................................... 5
Rights and Privileges of Planholders........................ 5
Reinvestment of Income Dividends and Capital Gains
Distributions......................................... 5
Rights of Accumulation................................. 5
Federal Income Tax Withholding......................... 6
Voting Rights.......................................... 6
Statements, Reports and Notices........................ 6
Retirement Plans....................................... 6
Automatic Investment Program........................... 6
Transfer or Assignment................................. 6
Making Preinvestments to Complete the Plan Ahead of
Schedule.............................................. 7
Changing the Face Amount of a Plan..................... 7
Extended Investment Option............................. 7
Systematic Withdrawal Program.......................... 7
Cancellation and Refund Rights......................... 8
Partial Withdrawal or Partial Liquidation Without
Termination........................................... 8
Complete Withdrawal or Termination..................... 9
Plan Reinstatement Privilege........................... 10
Continuation of Custodianship.......................... 10
Custodian and Sponsor Charges............................... 10
Creation and Sales Charges............................. 10
Service Charges and Other Fees......................... 10
Taxes....................................................... 11
Substitution of Shares...................................... 11
Termination of a Plan....................................... 12
The Custodian............................................... 12
The Sponsor................................................. 13
General..................................................... 15
AIM Summit Fund, Inc. Class II Shares Prospectus............ A-1
------------------------
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 II 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.
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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. AIM Summit
Investors Plans II (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.
Plans for the accumulation of Class II shares of AIM Summit Fund, Inc.
(Fund) are 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).
Investments under a Plan are applied, after authorized deductions, to the
purchase of Class II Shares of the Fund (Class II 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 if you might not be able to complete a Plan. A
front-end sales load (Creation and Sales Charge) is deducted from the first 12
investments. Because of the Creation and Sales Charge, withdrawal of an
investment or termination of a Plan during the early years of a Plan will
probably result in a loss to the investor.
Investments made through a Plan will not result in direct ownership of
Class II Shares. Your Plan represents an interest in a trust which has direct
ownership of the Class II Shares. You have a beneficial interest in the
underlying shares of the Fund.
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 8.
The value of the Class II 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 value of the Class II 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 Class II 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 II SHARES
ARE OFFERED TO THE GENERAL PUBLIC ONLY THROUGH AIM SUMMIT INVESTORS PLANS II.
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 Class II Shares through a Plan provides you with several
advantages:
(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 -- Investors may benefit from the
full-time skill and attention of professional managers.
The Plans contain a Creation and Sales Charge of up to 50% of the first 12
investments.
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 or if Class II Shares are
not available and a substitution is not made. See "Termination of a Plan" at
page 12.
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ALLOCATION OF INVESTMENTS AND DEDUCTIONS
15 YEAR PLANS
% OF TOTAL DEDUCTIONS
CREATION AND SALES CHARGES ------------------------
------------------------------------- TO NET
MONTHLY PER PER INVESTMENT MONTHLY
INVESTMENT TOTAL INVESTMENT INVESTMENT TO TOTAL IN FUND INVESTMENT
UNIT INVESTMENTS 1 THRU 12 13 THRU 180 TOTAL(A) INVESTMENTS SHARES UNIT
---------- ------------- ---------- ----------- ---------- ----------- ---------- ----------
$ 50.00 $ 9,000.00 $ 25.00 $0 $ 300.00 3.33% 3.45% $ 50.00
75.00 13,500.00 37.50 0 450.00 3.33% 3.45% 75.00
100.00 18,000.00 50.00 0 600.00 3.33% 3.45% 100.00
125.00 22,500.00 62.50 0 750.00 3.33% 3.45% 125.00
150.00 27,000.00 75.00 0 900.00 3.33% 3.45% 150.00
166.66 29,998.80 83.33 0 999.96 3.33% 3.45% 166.66
200.00 36,000.00 100.00 0 1,200.00 3.33% 3.45% 200.00
250.00 45,000.00 125.00 0 1,500.00 3.33% 3.45% 250.00
300.00 54,000.00 150.00 0 1,800.00 3.33% 3.45% 300.00
350.00 63,000.00 175.00 0 2,100.00 3.33% 3.45% 350.00
400.00 72,000.00 200.00 0 2,400.00 3.33% 3.45% 400.00
450.00 81,000.00 225.00 0 2,700.00 3.33% 3.45% 450.00
500.00 90,000.00 250.00 0 3,000.00 3.33% 3.45% 500.00
600.00 108,000.00 300.00 0 3,600.00 3.33% 3.45% 600.00
700.00 126,000.00 350.00 0 4,200.00 3.33% 3.45% 700.00
800.00 144,000.00 400.00 0 4,800.00 3.33% 3.45% 800.00
900.00 162,000.00 450.00 0 5,400.00 3.33% 3.45% 900.00
1,000.00 180,000.00 500.00 0 6,000.00 3.33% 3.45% 1,000.00
1,250.00 225,000.00 625.00 0 7,500.00 3.33% 3.45% 1,250.00
1,500.00 270,000.00 675.00 0 8,100.00 3.00% 3.09% 1,500.00
1,750.00 315,000.00 700.00 0 8,400.00 2.67% 2.74% 1,750.00
2,000.00 360,000.00 750.00 0 9,000.00 2.50% 2.56% 2,000.00
2,500.00 450,000.00 812.50 0 9,750.00 2.17% 2.21% 2,500.00
5,000.00 900,000.00 1,250.00 0 15,000.00 1.67% 1.69% 5,000.00
10,000.00 1,800,000.00 1,500.00 0 18,000.00 1.00% 1.01% 10,000.00
NOTES:
(A) Does not include an annual distribution and service fee paid
by the Fund of up to 0.30% based on the Fund's average daily
net assets. See "Distribution Plan" in the Fund's
Prospectus.
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TOTAL 25 YEAR ALLOCATIONS OF INVESTMENTS AND DEDUCTIONS WHEN
EXTENDED INVESTMENT OPTION IS USED
(Please see page 7 for a description of the Extended Investment Option.)
% OF TOTAL DEDUCTIONS
---------------------------
MONTHLY TOTAL TO TO NET MONTHLY
INVESTMENT TOTAL PER INVESTMENT PER INVESTMENT SALES TOTAL INVESTMENT IN INVESTMENT
UNIT INVESTMENTS 1 THRU 12 13 THRU 300 CHARGE(A) INVESTMENTS FUND SHARES UNIT
- ---------- ------------- -------------- -------------- --------- ----------- ------------- ----------
$ 50.00 $ 15,000.00 25.00 $0 300.00 2.00% 2.04% $ 50.00
75.00 22,500.00 37.50 0 450.00 2.00% 2.04% 75.00
100.00 30,000.00 50.00 0 600.00 2.00% 2.04% 100.00
125.00 37,500.00 62.50 0 750.00 2.00% 2.04% 125.00
150.00 45,000.00 75.00 0 900.00 2.00% 2.04% 150.00
166.66 49,998.00 83.33 0 999.96 2.00% 2.04% 166.66
200.00 60,000.00 100.00 0 1,200.00 2.00% 2.04% 200.00
250.00 75,000.00 125.00 0 1,500.00 2.00% 2.04% 250.00
300.00 90,000.00 150.00 0 1,800.00 2.00% 2.04% 300.00
350.00 105,000.00 175.00 0 2,100.00 2.00% 2.04% 350.00
400.00 120,000.00 200.00 0 2,400.00 2.00% 2.04% 400.00
450.00 135,000.00 225.00 0 2,700.00 2.00% 2.04% 450.00
500.00 150,000.00 250.00 0 3,000.00 2.00% 2.04% 500.00
600.00 180,000.00 300.00 0 3,600.00 2.00% 2.04% 600.00
700.00 210,000.00 350.00 0 4,200.00 2.00% 2.04% 700.00
800.00 240,000.00 400.00 0 4,800.00 2.00% 2.04% 800.00
900.00 270,000.00 450.00 0 5,400.00 2.00% 2.04% 900.00
1,000.00 300,000.00 500.00 0 6,000.00 2.00% 2.04% 1,000.00
1,250.00 375,000.00 625.00 0 7,500.00 2.00% 2.04% 1,250.00
1,500.00 450,000.00 675.00 0 8,100.00 1.80% 1.83% 1,500.00
1,750.00 525,000.00 700.00 0 8,400.00 1.60% 1.63% 1,750.00
2,000.00 600,000.00 750.00 0 9,000.00 1.50% 1.52% 2,000.00
2,500.00 750,000.00 812.50 0 9,750.00 1.30% 1.32% 2,500.00
5,000.00 1,500,000.00 1,250.00 0 15,000.00 1.00% 1.01% 5,000.00
10,000.00 3,000,000.00 1,500.00 0 18,000.00 0.60% 0.60% 10,000.00
NOTES:
(A) Does not include an annual distribution and service fee paid
by the Fund of up to 0.30% based on the Fund's average daily
net assets. See "Distribution Plan" in the Fund's
Prospectus.
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A TYPICAL $50 MONTHLY INVESTMENT PLAN
(ASSUMING THAT ALL INVESTMENTS ARE MADE IN ACCORDANCE WITH THE TERMS OF THE
PLAN)
AT THE END OF AT THE END OF
6 MONTHS 1 YEAR
(6 INVESTMENTS) (12 INVESTMENTS)
---------------------------- ----------------------------
% OF TOTAL % OF TOTAL % OF TOTAL
AMOUNT INVESTMENTS AMOUNT INVESTMENTS AMOUNT INVESTMENTS
15 YEARS (180 INVESTMENTS)
Total Investments................. $ 9,000.00 100.00% $ 300.00 100.00% $ 600.00 100.00%
Deduct:
Creation and Sales Charge..... 300.00 3.33 150.00 50.00 300.00 50.00
Net Amount Invested Under Plan.... 8,700.00 96.67 150.00 50.00 300.00 50.00
25 YEARS (300 INVESTMENTS)
Total Investments (A)............. $15,000.00 100.00% $ 300.00 100.00% $ 600.00 100.00%
Deduct:
Creation and Sales Charges.... 300.00 2.00 150.00 50.00 300.00 50.00
Net Amount Invested Under Plan.... 14,700.00 98.00 150.00 50.00 300.00 50.00
AT THE END OF
2 YEARS
(24 INVESTMENTS)
------------------------
% OF TOTAL
AMOUNT INVESTMENTS
15 YEARS (180 INVESTMENTS)
Total Investments................. $1,200.00 100.00%
Deduct:
Creation and Sales Charge..... 300.00 25.00
Net Amount Invested Under Plan.... 900.00 75.00
25 YEARS (300 INVESTMENTS)
Total Investments (A)............. $1,200.00 100.00%
Deduct:
Creation and Sales Charges.... 300.00 25.00
Net Amount Invested Under Plan.... 900.00 75.00
NOTES:
(A) The 25-year investment schedule reflects the charges applicable to a
15-year Plan which is continued under the Extended Investment Option.
Dividends and distributions received on Class II 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.
ANNUAL FUND OPERATING EXPENSES
(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)(1)
Management Fees............................................. 0.64%
Distribution and/or Service (12b-1) Fees.................... 0.30
Other Expenses.............................................. 2.53
Total Annual Fund Operating Expenses........................ 3.47
Expense Reimbursements(2)................................... 1.97
Net Expenses................................................ 1.50%
NOTES:
(1) The fees and expenses are based on estimated average net assets for Class
II Shares.
(2) The investment advisor has contractually agreed to reimburse a portion of
Class II Shares expenses.
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HOW TO START A 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, a Plan will be
established for you and you will receive a statement showing the number of Class
II Shares purchased for your account. You will then send regular monthly
investments, made payable to the State Street Bank and Trust Company, directly
to the Custodian's administrative service agent, Boston Financial Data Services,
Inc. (BFDS), P.O. Box 8300, Boston, Massachusetts 02266-8300. Investments, will
be applied toward the purchase of Class II 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.
Although the Sponsor and Custodian may make amendments to the Custodian
Agreement which do not adversely affect you, no agent or other person can
otherwise change the terms of your Plan, or bind the Sponsor, BFDS, the
Custodian or the issuer of the Class II 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 Class II 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), unless you are age 59 1/2 or older.
You need to report your portion of dividends and distributions paid by the
Fund for income tax purposes, whether they are invested in additional Class II
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
any time of the value of any other AIM Funds or Plans then owned 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) 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.
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 and the
value of any other AIM Funds then owned 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.
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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 Class II 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.
5. STATEMENTS, REPORTS AND NOTICES
BFDS will mail to you a statement for each investment stating the price per
Class II Shares purchased and the total number of Class II 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 Class II 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 found under the Service Charges and Other Fees on page 10. This 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. AUTOMATIC 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. In addition, for U.S.
military personnel, you may choose to have investments in your Plan made
automatically through a government allotment. The proceeds of the draft or
government allotment (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 appropriate forms and forward them 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 Class II Shares. In
addition, you may:
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11
(a) transfer your right, title and interest to another person whose
only right shall be the privilege of complete withdrawal from the Plan; or
(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.
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 Class II Shares.
9. MAKING PREINVESTMENTS TO COMPLETE THE PLAN AHEAD OF SCHEDULE
You may complete a Plan ahead of schedule by making investments in advance
of their due dates; but you may make no more than 24 investments in one calendar
year including any monthly investments. In addition to these advance
investments, you may make an additional 24 investments which may be made
initially or at any time during the life of the Plan. You may accrue and pay
investments in a lump sum. These preinvestments provisions may be waived only
(a) to make a Plan that is in arrears current, (b) for a transfer of assets from
a tax-sheltered retirement plan to a Fund tax-sheltered retirement plan, or (c)
if the Planholder dies, to allow the Plan to be completed at one time by the
estate or beneficiary. The Creation and Sales Charges are not reduced for
accelerated investments.
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 12th 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 2. 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 deducted on a pro rata basis from each of the first 12
payments made under the new Plan. For a period of 12 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.
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 you fail to make regularly scheduled investments,
under this option, for six consecutive months after being credited for any
advance investments made under the option, you forfeit the right to make
additional investments, and the Plan may be terminated by the Sponsor or the
Custodian. 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.
12. SYSTEMATIC WITHDRAWAL PROGRAM
When you complete all regularly scheduled investments, you may choose to
establish a Systematic Withdrawal Program. If you are holding Plans in IRAs,
Keogh plans, or other retirement plans you may choose 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 choose 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 Class II Shares held in your
account. You may not simultaneously maintain an uncompleted Plan and a
Systematic Withdrawal Program.
The IRS considers payments you receive under a Systematic Withdrawal
Program as 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.
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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 Class II 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 Class II 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 Class II Shares credited to the account on the date of
redemption and (2) the 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. Service charges and other fees are not refundable.
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.
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. If 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.
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 Class II 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 Class II Shares by the Custodian, you may, but are not required
to, restore the value of your Plan by remitting to BFDS an amount equal to the
cash withdrawal, which amount will be used to purchase Class II Shares for your
account at the next determined net asset value of the Class II 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 $500 or the unrestored amount of the cash withdrawal, whichever is
less. There may be federal income tax consequences upon a partial liquidation of
Class II 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 enable you
to use funds invested in a Plan. The Sponsor may limit you to exercising the
partial liquidation and restoration privilege once during 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 2830 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 Class II Shares involved cannot
exceed 90% of the shares in your account and the amount involved must be at
least $100. 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 8 or Complete Withdrawal or Termination on page 9 of this Prospectus may
not be exercised by telephone.
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Shares held in retirement plans (such as IRA) 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.
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 loss
resulting from the dealer's failure to submit a request for withdrawal within
the prescribed time frame will be the responsibility of 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 specifies 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 shares in
book entry form or certificate form the Class II 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. If you direct the delivery of your Class II Shares, sufficient shares
will be redeemed to pay authorized deductions and transfer taxes, with any net
balance to be paid in cash. The redemption of Class II Shares is a taxable
event. See "Taxes."
Instructions in writing for full liquidation of Class II 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 (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 Class II 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 be subject to tax penalties
under the estimated tax payment rules if your 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 Class II 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.
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16. PLAN REINSTATEMENT PRIVILEGE
You may, within 90 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 which is 10% or more 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 10% or more of the shares redeemed, if the
termination was done under the privileges described in paragraph 13, page
8.
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. 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.
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 Class II Shares
(provided there is no substitution of Class II 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 Class II Shares available to you at their net asset value and for
selling expenses and commissions with respect to the Plans. These charges are
deducted from each of the first 12 monthly investments. For example, on a $50
per month Plan, $25.00 is deducted from each of the first 12 investments. After
the 12th investment, Creation and Sales Charges no longer apply to subsequent
monthly investments.
SERVICE CHARGES AND OTHER FEES
Except as described below, there are currently no deductions to compensate
the Sponsor or the Custodian for its services against Planholders' accounts or
against Fund dividends and/or distributions received by the Custodian.
If a Plan is not current and no Plan investments have been made for a
12-month period, the Custodian will deduct for its services a fee of $12 per
year. A charge of $5.00 will be deducted for each monthly Plan investment
received by check or other
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order for the payment of money which is not honored by the bank on which it is
drawn. A charge of $2.50 will be made for terminating a Plan.
Plans established as IRAs are subject to an annual IRA custodial fee of
$10. This annual fee will be deducted from the Plan account unless a separate
check is received in payment of the IRA custodial fee.
The Fund and the Sponsor reserve the right to impose a processing fee of
$1.50 for each monthly Plan investment received by check (up to a maximum of $5
per event). No charge will be imposed on the initial investment to establish a
Plan. There is no processing fee on monthly Plan investments made through an
automatic investment option. The check processing fee is not currently in
effect.
A Planholder will be charged for reproduction of account history at the
rate of $5.00 for each year researched.
All other Custodian fees which would otherwise be charged to the Plan or
the Planholders, or deducted from Fund dividends and/or distributions, may be
paid by the Fund or the Sponsor. Although there is no current intention to do
so, the Fund reserves the right to cease paying such fees, and the Sponsor
reserves the right to cause deductions in the future against the Plans, the
Planholders, and Fund dividends and/or distributions to compensate the Custodian
for its services.
TAXES
Under the Internal Revenue Code of 1986, as amended (Code), you are deemed
for federal income tax purposes to be the owner of the underlying Class II
Shares accumulated in your account. Dividends and distributions on such shares
paid to you in cash or reinvested in additional Class II 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 Class II Shares in your account. Any Custodian fee and service charge
you may have paid (whether as a deduction from your investments in your Plan or
as a deduction from the distributions made on the Class II Shares in your
account) may be deductible for tax purposes by you dependent on whether you
itemize deductions, the total amount of your miscellaneous itemized deductions
and the level 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 $126,600 ($63,300
if you are married and file separately; for tax years beginning in 1999 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 Class II 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 Class II Shares affected) in order to pay or set up reserves for such
claims and related expenses.
SUBSTITUTION OF SHARES
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 Class II 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;
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(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 Class II 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 Class II 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 Class II 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.
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
unless you have failed to make investments under your Plan for a period of 6
consecutive months from the scheduled due date of the last investment made
(including any investments made in advance of their scheduled due dates). For
example, 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 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 Class II Shares credited to your account, or sufficient Class II
Shares to pay all authorized deductions. 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, (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.
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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 Class II Shares, the processing of all authorized deductions
therefrom and the purchase and retention of Class II Shares for your 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
Class II 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 Sponsor's 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 Class II Shares which are held for or received from the various
planholders of Plans which are subject to this Prospectus. 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 Class II Shares, may be considered
authorization to the Custodian to create such liens.
The Custodian Agreement cannot be amended in such a manner as to adversely
affect your material 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 Class II 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.
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.
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.
13
18
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 and Vice President, A I M Fund
Services, Inc.; and Vice President, A I M Capital Management, Inc. and A I M
Distributors, Inc.
Dawn Hawley is Chief Financial Officer and Senior Vice President of A I M
Management Group Inc.; Director, Senior Vice President and Treasurer of A I M
Advisors, Inc.; Vice President and Treasurer of A I M Capital Management, Inc.,
A I M Distributors, Inc., A I M Fund Services, Inc. and Fund Management Company.
B. J. Thompson is First Vice President, A I M Distributors, Inc.
Mary A. Corcoran is Senior Vice President, A I M Fund Services, Inc. and
Vice President of 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.
Glenda A. Dayton is Vice President, A I M Distributors, Inc.
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.
Charles H. McLaughlin is Vice President, A I M Distributors, Inc.
Ivy B. McLemore is Vice President, A I M Distributors, Inc.
Ofelia M. Mayo is General Counsel, Vice President and Assistant Secretary,
A I M Distributors, Inc.; Assistant General Counsel and Assistant Secretary,
A I M Capital Management, Inc., A I M Fund Services, Inc. and Fund Management
Company and Assistant General Counsel, Assistant Secretary and Vice President,
A I M Advisors, Inc.
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.
Norman W. Woodson is Vice President, A I M Distributors, Inc.
Mr. Bauer and Mr. Graham are directors of, and Messrs. Bauer, Graham and
Ms. Relihan are officers of, some or all of the investment companies advised or
managed by AIM. 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 $35,000,000. 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.
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, Inc., AIM Investment Funds, AIM Investment Securities
Funds, AIM Series Trust, AIM Special Opportunities Funds, AIM Tax-Exempt Funds,
Inc. and AIM Variable Insurance Funds, 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
14
19
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. 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.
The Custodian Agreement provides that no adverse changes will be made in
the terms or conditions of Plans once they have been issued. Your consent to
changes in Plans that are not adverse or that apply only to Plans issued after
your Plan was issued is not required.
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 shall 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 may continue to be
made to the original broker or dealer of record notwithstanding such change.
AIM Summit Investors Plans II 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.
15
20
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement comprises the following papers and
documents:
The facing sheet.
The Prospectus consisting of 16 pages.
Signatures.
Written consents of the following persons:
None
The following exhibits:
Exhibit Number Description
-------------- -----------
1.A(1) - Custodian Agreement, dated April 29, 1999 between
A I M Distributors, Inc. and State Street Bank and
Trust Company is filed electronically herewith.
A(2) - None.
A(3)(a) - None.
A(3)(b) - Form of Dealer Agreement between A I M Distributors,
Inc. and selected dealers is filed electronically
herewith.
A(3)(c) - AIM Summit Investors Plans II Commission Schedule is
filed electronically herewith.
A(4) - None.
A(5)(a) - None.
A(6)(a) - Certificate of Incorporation, as amended, of A I M
Distributors, Inc. is filed electronically herewith.
A(6)(b) - 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 dated February 28, 1997 is filed
electronically herewith.
A(8)(a)(ii) - 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) - None.
1
21
Exhibit Number Description
-------------- -----------
A(10)(a) - Form of AIM Summit Investors Plans II Application is
filed electronically herewith.
2. - Opinion and Consent of Ballard Spahr Andrews &
Ingersoll, LLP, is filed electronically herewith.
3.A - Omitted Financial Statements - None.
3.B - Consent - None.
4. - None.
5.(Exhibit 27) - Financial Data Schedule - None.
2
22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Sponsor
of the Registrant has duly caused this 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 30th day of April, 1999.
Registrant: AIM SUMMIT INVESTORS PLANS II
By: A I M 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, the
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ MICHAEL J. CEMO President and Director
- ------------------------------- (Principal Executive Officer) April 30, 1999
(Michael J. Cemo)
/s/ CHARLES T. BAUER Chairman and April 30, 1999
- ------------------------------- Director
(Charles T. Bauer)
/s/ GARY T. CRUM Director April 30, 1999
- -------------------------------
(Gary T. Crum)
/s/ ROBERT H. GRAHAM Director April 30, 1999
- -------------------------------
(Robert H. Graham)
/s/ W. GARY LITTLEPAGE Director April 30, 1999
- -------------------------------
(W. Gary Littlepage)
/s/ DANA R. SUTTON Vice President and Treasurer April 30, 1999
- ------------------------------- (Principal Financial and
(Dana R. Sutton) Accounting Officer)
23
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
1.A(1) - Custodian Agreement, dated April 29, 1999, between
A I M Distributors, Inc. and State Street Bank and
Trust Company.
A(3)(b) - Form of Dealer Agreement between A I M Distributors,
Inc. and selected dealers.
A(3)(c) - AIM Summit Investors Plans II Commission Schedule.
A(6)(a) - Certificate of Incorporation, as amended, of A I M
Distributors, Inc.
A(6)(b) - Amended and Restated By-Laws of A I M Distributors,
Inc. dated February 11, 1997.
A(8)(a)(i) - Distribution Agreement between A I M Distributors,
Inc. and AIM Summit Fund, Inc. dated February 28,
1997.
A(8)(a)(ii) - Amendment No. 1 to the Distribution Agreement.
A(10)(a) - Form of AIM Summit Investors Plans II Application.
2. - Opinion and Consent of Ballard Spahr Andrews &
Ingersoll, LLP.
3