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EXHIBIT 1.A(3)(b)
DEALER AGREEMENT
This Agreement is made by and between A I M Distributors, Inc.
(hereinafter called "AIM"), as sponsor and principal underwriter of AIM Summit
Investors Plans II for the accumulation of shares of Summit Investors Fund,
Inc., a mutual fund (hereinafter referred to as the "Plans"), and
__________________________ ("Dealer") (City, State, Zip).
1. All applications for the Plans shall be made on application forms provided
by AIM, and all initial payments collected shall be remitted in full,
without deduction of any commission by Dealer, together with such
application forms, signed by each applicant (an "Investor"), to A I M
Distributors, Inc., P.O. Box 4739, Houston, Texas 77210-4739. Checks or
money orders for initial payments shall be drawn to the order of "State
Street Bank and Trust Company, Custodian". A separate check or money order
shall accompany the application form submitted for each Plan. After the
initial payment has been made and the Plan has been issued, the Investor
shall send all future payments to State Street Bank and Trust Company (the
"Custodian") at P.O. Box 8300, Boston, MA 02266 or such other addressee
as AIM shall identify to Dealer in writing.
2. AIM reserves the right in its sole discretion to reject any Plan
application and to return any payment made in connection therewith. AIM
also reserves the right in its sole discretion to give any accepted
applicant the privilege of canceling that applicant's Plan in accordance
with any rights described in the Plans Prospectus effective at the time of
purchase of the Plan. AIM further reserves the right to refund all or
part of any payment or payments made by an Investor in the event that it,
in its sole discretion, believes that the solicitation and/or sale
associated therewith was effected in violation of any applicable state or
federal law or rule or regulation of the National Association of Securities
Dealers, Inc. ("NASD"). In the event of any such refund or refunds,
Dealer shall not be entitled to any commissions thereon, and, if such
commissions have been paid, Dealer shall promptly refund same to AIM or
AIM may, at its option, charge the same against future commissions. To this
end, Dealer hereby grants AIM a lien on any such commissions.
3. On all approved sales of Plans made by Dealer as evidenced by the issuance
of a Plan Certificate or a purchase transaction confirmation and its
acceptance by Investor, AIM shall pay Dealer commissions in accordance with
the terms of this Agreement and the "Summit Investors Plan Commission
Schedule" which is attached hereto and made a part of this Agreement. All
commissions will be paid monthly as the Creation and Sales Charges
applicable thereto are received by AIM from the Custodian. Dealer's rights
to all commissions on Plans sold during the term of this Agreement shall
survive termination of this Agreement if Dealer is in compliance with
Paragraph 10 hereof.
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4. Anything herein to the contrary notwithstanding, the attached "Summit
Investors Plan Commission Schedule" is subject to change by AIM at any
time and from time to time, but no such changes shall affect amounts
payable to Dealer as commissions on Plans accepted by AIM prior to any
such changes.
5. In the event a Planholder exercises his right under Section 27 of the
Investment Company Act of 1940, as amended, to surrender his Plan within
the first 18 months following its issuance, and to receive the value of his
account plus an amount equal to that part of the excess paid with respect to
that Plan for Creation and Sales Charges which exceeds 15% of the gross
payments made, Dealer shall promptly refund to AIM a portion of the
commission previously paid to Dealer with respect to such Plan which bears
the same relationship to the total amount of such commission as the amount
refunded to the Planholder bears to the total Creation and Sales Charge paid
by him with respect to such Plan, or AIM may, at its option, charge such
amount against future commissions receivable by Dealer. To this end,
Dealer hereby grants AIM a lien on any such commissions.
6. Dealer will accept Plan applications only from persons who have received a
copy of the current Plan Prospectus issued under the Securities Act of 1933
and who, to the best of Dealer's knowledge and belief, can and will complete
all payments specified in the applications. If an Investor becomes
delinquent in his payments, it shall be Dealer's responsibility to contact
the Investor for the purpose of reinstating the payment schedule.
7. Plans shall be offered and sold in such denominations and units calling
for such periodic payments as AIM shall from time to time determine and
set forth in the Plans Prospectus. AIM reserves the right in its sole
discretion, to suspend, restrict, alter, or modify in any way the sale
of any of the Plans or to withdraw the offering of the Plans entirely.
8. No person is authorized or permitted to give any information or make any
representations concerning the Plan other than those which are contained in
the current Plans Prospectus and in such other printed information as may be
subsequently issued by AIM as information supplemental to such Plans
Prospectus or approved by AIM in writing for use in connection therewith.
Dealer will not use the words "Summit Investors Fund", (hereinafter
referred to as the "Fund") or "A I M Distributors", whether in writing,
by radio and television, or any other advertising media, without prior
written approval.
9. Additional copies of the current Plan Prospectus, any printed information
issued as supplemental to such Plans Prospectus, and the Plan application
forms will be supplied by AIM in reasonable quantities upon request. All
other expenses incurred by Dealer in connection with activities under this
Agreement shall be borne by Dealer.
10. Dealer represents that it is and will remain in good standing of the
NASD, and agrees to abide by all of its rules and regulations, including
its Conduct Rules. Dealer further agrees to comply with all applicable
state and federal laws and rules and regulations of regulatory agencies
having jurisdiction. Reference is hereby specifically made to Rule 2830,
Conduct
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Rules (formerly Section 26, Article III, of the Rules of Fair Practice)
of the NASD which is incorporated herein as if set forth in full.
11. Dealer's commissions shall vest as follows: Commissions on first and
subsequent year payments will be paid to Dealer as long as this Agreement
remains in full force and effect or so long thereafter as Dealer continues
membership in the NASD. If Dealer should voluntarily terminate its
membership in the NASD, AIM reserves the right to assign Plan accounts as
to which Dealer is the Dealer of Record and the right to receive commissions
with respect to such Plan accounts to one of its active dealers.
Nevertheless, AIM in its sole discretion, may pay commissions to Dealer on
Plan payments made with respect to such Plan accounts subsequent to such
voluntary termination by dealer. Notwithstanding the above, in the event
Dealer's membership in the NASD is discontinued or suspended because of
disciplinary proceedings by the NASD, the Securities and Exchange
Commission, or other regulatory bodies, no commissions will be paid on any
Investor's payments received during the period of a suspension or after the
effective date of an expulsion or revocation of a membership; provided,
however, that in the event Dealer's NASD membership is thereafter reinstated
in good standing, or if such disciplinary action by another regulatory body
is thereafter terminated by same, payment of such commission to Dealer shall
then resume, if such payment resumption is allowable under applicable law,
rules, or regulations.
12. In all sales of the Plans to the public, Dealer shall act as a dealer
for its own account and in no transaction shall it have any authority
to act or hold itself out as agent for AIM, the Fund, or any other
member of the selling group of the Fund, and nothing in this Agreement,
including the use of the word "commissions", shall constitute Dealer as
a partner, employee, or agent of AIM or give Dealer any authority to
act for AIM. Neither AIM nor the Fund shall be liable for any of the
acts or obligations of Dealer as a dealer under this Agreement.
13. Each party hereto has the right to cancel this Agreement at any time
upon ninety (90) days written or telegraphic notice to the other.
14. Dealer will comply with all applicable state and federal laws and with
the rules and regulations of authorized regulatory agencies thereunder.
Dealer will not offer Plans for sale unless such Plans are duly
registered under the applicable state and federal statues and the rules
and regulations thereunder.
15. All communications to AIM shall be sent to A I M Distributors Inc.,
Attn: General Counsel at the address below or to such other address as
AIM may authorize in writing. All communications and/or notices to
Dealer shall be duly given, mailed, or telegraphed to Dealer, at the
address specified by Dealer below, or at such other address as Dealer
may authorize in writing.
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16. Failure of either party to terminate this Agreement upon the occurrence
of any event set forth in this Agreement as a cause for termination
shall not constitute a waiver of the right to terminate this Agreement
at a later time on account of such occurrence.
17. This Agreement shall be construed in accordance with the laws of the
State of Texas and on modification hereof shall be valid unless in writing.
18. This Agreement or any moneys due or to become due hereunder shall not
be assignable by Dealer without prior written approval by AIM.
19. This Agreement supersedes and cancels all previous Agreements
pertaining to the Fund between AIM and Dealer, whether oral or written.
20. In the event of a dispute with respect to this Agreement that the parties
are unable to resolve themselves, such dispute will be settled by
arbitration in accordance with the then existing NASD Code of Arbitration
Procedure ("NASD Code"). The arbitrators will act by majority decision, and
their award may allocate attorney's fees and arbitration costs between the
parties. Their award will be final and binding between the parties, and
such award may be entered as a judgment in any court of competent
jurisdiction. The parties agree that, to the extent permitted by the NASD
code, the arbitrators will be selected from the securities industry.
AGREED this _________ day of ____________________, 1999.
A I M DISTRIBUTORS, INC. Company
P.O. Box 4333 Address
Houston, Texas 77210-4739 City, State Zip
By: By:
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Title: Title:
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