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EXHIBIT 1.A(8)(a)(ii)
AMENDMENT NO. 1
DISTRIBUTION AGREEMENT
Amendment No. 1 , made this 1st day of March 1999 by and
between AIM SUMMIT FUND, INC., a Maryland corporation (the "Company") and A I M
DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") to that certain
agreement made as of the 28th day of February, 1997 (the "Distribution
Agreement").
WHEREAS, the Company and the Distributor have entered into the
Distribution Agreement; and
WHEREAS, the Company has divided its common stock into two
classes named Class I Shares and Class II Shares; and
WHEREAS, the parties desire to clarify that the Distributor
will act as the principal distributor of both Class I Shares and Class II Shares
of Common Stock; and
WHEREAS, the Distributor is to be compensated by the Company
for distribution efforts relating to Class II Shares.
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 and
intending to be legally bound, the parties hereto agree as follows:
1. Except as set forth below, the terms "Company shares," "its
shares," "Company common stock" and "its common stock" as used
in the Distribution Agreement shall mean Class I Shares and
Class II Shares of the Company.
2. Section 1(b) provides that the Distribution Agreement may be
continued by the affirmative vote of a specified percentage of
the holders of the Company's shares. Section 11 provides that
the Distribution Agreement may be terminated by the vote of a
majority of the outstanding voting securities of the Company.
In order to make it clear that the Distribution Agreement may
be continued or terminated, as the case may be, on a class
basis, all references to the Company's shares or to the
outstanding voting securities of the Company in paragraph 1(b)
and paragraph 11 of the Distribution Agreement shall mean
Class I Shares or Class II Shares of the Company, as the case
may be.
3. A new paragraph 12 shall be added which reads in its entirety
as follows:
12. 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 Company shall pay to
the Distributor as a reimbursement for all or a
portion of such expenses, or as
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reasonable compensation for distribution of the Class
II Shares, an asset-based sales charge in an amount
equal to 0.05% per annum of the average daily net
asset value of the Class II Shares from time to time
(the "Distributor's 12b-1 Share"), such sales charge
to be payable pursuant to the distribution plan
adopted pursuant to Rule 12b-1 under the Investment
Company Act of 1940 Act (the "Plan"). 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 Company). 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 Company shall be entitled to rely on
Distributor's books, records and calculations
relating to Distributor's 12b-1 Share.
4. Except as modified by this Amendment Agreement, the
Distribution Agreement is hereby ratified and confirmed and
remains in full force and effect.
IN WITNESS WHEREOF, this Amendment Agreement has been duly
executed by the parties hereto.
DATED: March 1, 1999 AIM SUMMIT FUND, INC.
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ATTEST:
By: /s/ ROBERT H. GRAHAM
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Name: Name: Robert H. Graham
Title: Title: President
A I M DISTRIBUTORS, INC.
ATTEST:
By: /s/ MICHAEL J. CEMO
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Name: Name: Michael J. Cemo
Title: Title: President
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