Sub-Item 77Q1(g)
AIM SUMMIT FUND
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as of
December 13, 2007, by and between AIM Summit Fund, a Delaware statutory trust
("ASF"), acting on its own behalf and on behalf of its series portfolio, AIM
Summit Fund, identified on Schedule A to this Agreement, and AIM Equity Funds, a
Delaware statutory trust (the "Trust"), acting on its own behalf and on behalf
of its series portfolio, AIM Summit Fund, identified on Schedule A.
BACKGROUND
ASF is organized as a series management investment company and is
registered with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended. ASF currently publicly offers shares of
beneficial interest representing interests in a sole separate series portfolio,
which is listed on Schedule A and is referred to in this Agreement as the
"Current Fund".
The Board of Trustees of ASF has designated multiple classes of shares of
beneficial interest that represent interests in the Current Fund. Each of these
classes is listed on Schedule B to this Agreement and is referred to in this
Agreement as a "Current Fund Class."
The Board of Trustees of ASF has determined that it would be in the best
interests of the shareholders of the Current Fund for the Current Fund to
reorganize as an investment portfolio of the Trust. In anticipation of such
reorganization, the Board of Trustees of the Trust has established an additional
series portfolio corresponding to the Current Fund (the "New Fund"), and has
designated multiple classes of shares of beneficial interest in the New Fund
corresponding to the Current Fund Classes (each a "New Fund Class"). Schedule A
lists the New Fund and Schedule B lists the New Fund Classes.
The Current Fund desires to provide for its Reorganization (the
"Reorganization") through the transfer of all of its assets to the corresponding
New Fund in exchange for the assumption by such New Fund of the liabilities of
the corresponding Current Fund and the issuance by the Trust to such Current
Fund of shares of beneficial interest in the New Fund ("New Fund Shares"). New
Fund Shares received by a Current Fund will have an aggregate net asset value
equal to the aggregate net asset value of the shares of the Current Fund
immediately prior to the Reorganization (the "Current Fund Shares"). Each
Current Fund will then distribute the New Fund Shares it has received to its
shareholders.
The Reorganization is subject to, and shall be effected in accordance with,
the terms of this Agreement. This Agreement is intended to be and is adopted by
ASF, on its own behalf and on behalf of the Current Fund, and by the Trust, on
its own behalf and on behalf of the New Fund, as a Plan of Reorganization within
the meaning of the regulations under Section 368(a) of the Internal Revenue Code
of 1986, as amended.
NOW THEREFORE, the parties hereto, intending to be legally bound, hereby
agree as follows:
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1. DEFINITIONS.
Any capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the preamble or background to this Agreement. In addition,
the following terms shall have the following meanings:
1.1 "Assets" shall mean all assets including, without limitation, all cash,
cash equivalents, securities, receivables (including interest and dividends
receivable), claims and rights of action, rights to register shares under
applicable securities laws, books and records, deferred and prepaid expenses
shown as assets on the Current Fund's books, and other property owned by the
Current Fund at the Effective Time.
1.2 "Closing" shall mean the consummation of the transfer of Assets,
assumption of Liabilities and issuance of shares described in Sections 2.1 and
2.2 of this Agreement, together with the related acts necessary to consummate
the Reorganization, to occur on the date set forth in Section 3.1.
1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.
1.4 "Current Fund" shall mean the series portfolio of ASF as shown on
Schedule A.
1.5 "Current Fund Class" shall mean each class of shares of beneficial
interest in the Current Fund as shown on Schedule B.
1.6 "Current Fund Shares" shall mean the shares of the Current Fund
outstanding immediately prior to the Reorganization.
1.7 "Effective Time" shall have the meaning set forth in Section 3.1.
1.8 "Liabilities" shall mean all liabilities of the Current Fund including,
without limitation, all debts, obligations, and duties of whatever kind or
nature, whether absolute, accrued, contingent, or otherwise, whether or not
determinable at the Effective Time, and whether or not specifically referred to
herein.
1.9 "New Fund" shall mean the series portfolio of the Trust, which shall
correspond to the Current Fund as shown on Schedule A.
1.10 "New Fund Class" shall mean each class of shares of beneficial
interest in the New Fund, one of which shall correspond to one of the Current
Fund Classes as shown on Schedule B.
1.11 "New Fund Shares" shall mean those shares of beneficial interest in
the New Fund issued to the Current Fund hereunder.
1.12 "Registration Statement" shall have the meaning set forth in Section
5.4.
1.13 "RIC" shall mean a "regulated investment company" (as defined under
Subchapter M of the Code).
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1.14 "SEC" shall mean the Securities and Exchange Commission.
1.15 "Shareholder(s)" shall mean the Current Fund's shareholder(s) of
record, determined as of the Effective Time.
1.16 "Shareholders Meeting" shall have the meaning set forth in Section
5.1.
1.17 "Transfer Agent" shall have the meaning set forth in Section 2.2.
1.18 "1940 Act" shall mean the Investment Company Act of 1940, as amended.
2. PLAN OF REORGANIZATION.
2.1 ASF agrees, on behalf of the Current Fund, to assign, sell, convey,
transfer and deliver all of the Assets of the Current Fund to New Fund. The
Trust, on behalf of the New Fund, agrees in exchange therefore:
(a) to issue and deliver to the Current Fund the number of full and
fractional (rounded to the third decimal place) New Fund Shares of each New Fund
Class designated on Schedule B equal to the number of full and fractional
Current Fund Shares of the Current Fund Class designated on Schedule B; and
(b) to assume all of the Current Fund's Liabilities.
Such transactions shall take place at the Closing.
2.2 At the Effective Time (or as soon thereafter as is reasonably
practicable), (a) the New Fund Shares issued pursuant to Section 5.2 shall be
redeemed by the New Fund for $10.00 and (b) the Current Fund shall distribute
the New Fund Shares received by it pursuant to Section 2.1 to the Current Fund's
Shareholders in exchange for such Shareholders' Current Fund Shares. Such
distribution shall be accomplished through opening accounts, by the transfer
agent for the Trust (the "Transfer Agent"), on the New Fund's share transfer
books in the Shareholders' names and transferring New Fund Shares to such
accounts. Each Shareholder's account shall be credited with the respective pro
rata number of full and fractional (rounded to the third decimal place) New Fund
Shares of each New Fund Class due that Shareholder. All outstanding Current Fund
Shares, including those represented by certificates, shall simultaneously be
canceled on the Current Fund's share transfer books. The Trust shall not issue
certificates representing the New Fund Shares in connection with the
Reorganization. However, certificates representing Current Fund Shares shall
represent New Fund Shares after the Reorganization.
2.3 Following receipt of the required shareholder vote and as soon as
reasonably practicable after the Closing, the status of the Current Fund as a
designated series of ASF shall be terminated.
2.4 Any transfer taxes payable on issuance of New Fund Shares in the name
other than that of the registered holder of the Current Fund Shares exchanged
therefore shall be paid by the person whom such New Fund Shares are to be
issued, as a condition of such transfer.
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2.5 Any reporting responsibility of ASF or the Current Fund to a public
authority is and shall remain its responsibility up to and including the date on
which it is terminated.
3. CLOSING.
3.1 The Closing shall occur at the principal office of ASF on April 30,
2008, or on such other date and at such other place upon which the parties may
agree. All acts taking place at the Closing shall be deemed to take place
simultaneously as of ASF's and the Trust's close of business on the date of the
Closing or at such other time as the parties may agree (the "Effective Time").
3.2 ASF or its fund accounting agent shall deliver to the Trust at the
Closing, a certificate of an authorized officer verifying that the information
(including adjusted basis and holding period, by lot) concerning the Assets,
including all portfolio securities, transferred by the Current Fund to the New
Fund, as reflected on the New Fund's books immediately following the Closing,
does or will conform to such information on the Current Fund's books immediately
before the Closing. ASF shall cause the custodian for the Current Fund to
deliver at the Closing a certificate of an authorized officer of the custodian
stating that (a) the Assets held by the custodian will be transferred to the New
Fund at the Effective Time and (b) all necessary taxes in conjunction with the
delivery of the Assets, including all applicable federal and state stock
transfer stamps, if any, have been paid or provision for payment has been made.
3.3 ASF shall deliver to the Trust at the Closing a list of the names and
addresses of each Shareholder of the Current Fund and the number of outstanding
Current Fund Shares of the Current Fund Class owned by each Shareholder, all as
of the Effective Time, certified by ASF's Secretary or Assistant Secretary. The
Trust shall cause the Transfer Agent to deliver at the Closing a certificate as
to the opening on the New Fund's share transfer books of accounts in the
Shareholders' names. The Trust shall issue and deliver a confirmation to ASF
evidencing the New Fund Shares to be credited to the Current Fund at the
Effective Time or provide evidence satisfactory to ASF that such shares have
been credited to the Current Fund's account on such books. At the Closing, each
party shall deliver to the other such bills of sale, checks, assignments, stock
certificates, receipts, or other documents as the other party or its counsel may
reasonably request.
3.4 ASF and the Trust shall deliver to the other at the Closing a
certificate executed in its name by its President or a Vice President in form
and substance satisfactory to the recipient and dated the Effective Time, to the
effect that the representations and warranties it made in this Agreement are
true and correct at the Effective Time except as they may be affected by the
transactions contemplated by this Agreement.
4. REPRESENTATIONS AND WARRANTIES.
4.1 ASF represents and warrants on its own behalf and on behalf of the
Current Fund as follows:
(a) ASF is a statutory trust duly organized, validly existing, and in
good standing under the laws of the State of Delaware, and its Certificate of
Trust has been duly filed in the Office of the Secretary of State of Delaware;
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(b) ASF is duly registered as an open-end series management investment
company under the 1940 Act, and such registration is in full force and effect;
(c) The Current Fund is a duly established and designated series of
ASF;
(d) At the Closing, the Current Fund will have good and marketable
title to its Assets and full right, power, and authority to sell, assign,
transfer, and deliver its Assets free of any liens or other encumbrances; and
upon delivery and payment for the Assets, the New Fund will acquire good and
marketable title to the Assets;
(e) The New Fund Shares are not being acquired for the purpose of
making any distribution thereof, other than in accordance with the terms hereof;
(f) The Current Fund is a "fund" as defined in Section 851(g)(2) of
the Code; the Current Fund qualified for treatment as a RIC for each taxable
year since it commenced operations that has ended (or will end) before the
Closing and will continue to meet all the requirements for such qualification
for its current taxable year (and the Assets will be invested at all times
through the Effective Time in a manner that ensures compliance with the
foregoing); the Current Fund has no earnings and profits accumulated in any
taxable year in which the provisions of Subchapter M did not apply to it; and
the Current Fund has made all distributions for each calendar year that has
ended (or will end) before the Closing that are necessary to avoid the
imposition of federal excise tax or has paid or provided for the payment of any
excise tax imposed for any such calendar year;
(g) There is no plan or intention of the Shareholders who individually
own 5% or more of the Current Fund Shares and, to the best of ASF's knowledge,
there is no plan or intention of the remaining Shareholders to redeem or
otherwise dispose of the New Fund Shares to be received by them in the
Reorganization. ASF does not anticipate dispositions of those shares at the time
of or soon after the Reorganization to exceed the usual rate and frequency of
redemptions of shares of the Current Fund as a series of an open-end investment
company. Consequently, ASF is not aware of any plan that would cause the
percentage of Shareholder interests, if any, that will be disposed of as a
result of or at the time of the Reorganization to be one percent (1%) or more of
the shares of the Current Fund outstanding as of the Effective Time;
(h) The Liabilities were incurred by the Current Fund in the ordinary
course of its business and are associated with the Assets;
(i) ASF is not under the jurisdiction of a court in a proceeding under
Title 11 of the United States Code or similar case within the meaning of Section
368(a)(3)(A) of the Code;
(j) As of the Effective Time, the Current Fund will not have
outstanding any warrants, options, convertible securities, or any other type of
rights pursuant to which any person could acquire Current Fund Shares except for
the right of investors to acquire its shares at net asset value in the normal
course of its business as a series of an open-end diversified management
investment company operating under the 1940 Act;
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(k) At the Effective Time, the performance of this Agreement with
respect to the Current Fund shall have been duly authorized by all necessary
action by the Current Fund's shareholders; and
(l) The fair market value of the Assets of the Current Fund
transferred to the New Fund will equal or exceed the sum of the Liabilities
assumed by the New Fund plus the amount of Liabilities, if any, to which the
transferred Assets are subject.
4.2 The Trust represents and warrants on its own behalf and on behalf of
the New Fund as follows:
(a) The Trust is a statutory trust duly organized, validly existing,
and in good standing under the laws of the State of Delaware, and its
Certificate of Trust has been duly filed in the office of the Secretary of State
of Delaware;
(b) The Trust is duly registered as an open-end management investment
company under the 1940 Act. At the Effective Time, the New Fund Shares to be
issued pursuant to Section 2.1 of this Agreement shall be duly registered under
the Securities Act of 1933 by a Registration Statement filed with the SEC;
(c) At the Effective Time, the New Fund will be a duly established and
designated series of the Trust;
(d) The New Fund has not commenced operations nor will it commence
operations until after the Closing;
(e) Prior to the Effective Time, there will be no issued and
outstanding shares in the New Fund or any other securities issued by the Trust
on behalf of the New Fund, except as provided in Section 5.2;
(f) No consideration other than New Fund Shares (and the New Fund's
assumption of the Liabilities) will be issued in exchange for the Assets in the
Reorganization;
(g) The New Fund Shares to be issued and delivered to the Current Fund
hereunder will, at the Effective Time, have been duly authorized and, when
issued and delivered as provided herein, will be duly and validly issued and
outstanding shares of the New Fund, fully paid and nonassessable;
(h) The New Fund will be a "fund" as defined in Section 851(g)(2) of
the Code and will meet all the requirements to qualify for treatment as a RIC
for its taxable year in which the Reorganization occurs;
(i) The Trust, on behalf of the New Fund, has no plan or intention to
issue additional New Fund Shares following the Reorganization except for shares
issued in the ordinary course of its business as an open-end investment company;
nor does the Trust, on behalf of the New Fund, have any plan or intention to
redeem or otherwise reacquire any New Fund Shares issued pursuant to the
Reorganization, other than in the ordinary course of such business
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or to the extent necessary to comply with its legal obligation under Section
22(e) of the 1940 Act;
(j) The New Fund has no plan or intention to sell or otherwise dispose
of any of the Assets, except for dispositions made in the ordinary course of its
business or dispositions necessary to maintain its qualification as a RIC; and
(k) There is no plan or intention for the New Fund to be dissolved or
merged into another corporation or statutory trust or "fund" thereof (within the
meaning of Section 851(g)(2) of the Code) following the Reorganization.
4.3 Each of ASF and the Trust, on its own behalf and on behalf of the
Current Fund or the New Fund, as appropriate, represents and warrants as
follows:
(a) The fair market value of the New Fund Shares of the New Fund
received by each Shareholder will be equal to the fair market value of the
Current Fund Shares of the Current Fund surrendered in exchange therefor;
(b) Immediately following consummation of the Reorganization, the
Shareholders will own all the New Fund Shares of the New Fund and will own such
shares solely by reason of their ownership of the Current Fund Shares of the
Current Fund immediately before the Reorganization;
(c) The Shareholders will pay their own expenses, if any, incurred in
connection with the Reorganization;
(d) There is no intercompany indebtedness between the Current Fund and
the New Fund that was issued or acquired, or will be settled, at a discount; and
(e) Immediately following consummation of the Reorganization, the New
Fund will hold the same assets, except for assets distributed to shareholders in
the course of its business as a RIC and assets used to pay expenses incurred in
connection with the Reorganization, and be subject to the same Liabilities that
the Current Fund held or was subject to immediately prior to the Reorganization.
Assets used to pay (i) expenses, (ii) all redemptions (other than redemptions at
the usual rate and frequency of the Current Fund as a series of an open-end
investment company), and (iii) distributions (other than regular, normal
distributions), made by the Current Fund after the date of this Agreement will,
in the aggregate, constitute less than one percent (1%) of its net assets.
5. COVENANTS.
5.1 As soon as practicable after the date of this Agreement, ASF shall call
a meeting of the shareholders of the Current Fund (the "Shareholders Meeting")
to consider and act on this Agreement and, in connection therewith, the sale of
the Current Fund's assets and the termination of the Current Fund as a
designated series of ASF. The Board of Trustees of ASF shall recommend that
shareholders approve this Agreement and, in connection therewith, the sale of
the Current Fund's assets and the termination of the Current Fund as a
designated series of
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ASF. Approval of this agreement by shareholders of the Current Fund will
authorize ASF, and ASF hereby agrees, to vote on the matters referred to in
Sections 5.2 and 5.3 for the New Fund.
5.2 Prior to the Closing, ASF shall acquire one New Fund Share in each New
Fund Class of the New Fund for the purpose of enabling ASF to elect ASF's
trustees as the Trust's trustees (to serve without limit in time, except as they
may resign or be removed by action of the Trust's trustees or shareholders), to
ratify the selection of the Trust's independent accountants, and to vote on the
matters referred to in Section 5.3.
5.3 Immediately prior to the Closing, the Trust (on its own behalf and with
respect to the New Fund or each New Fund Class, as appropriate) shall enter into
a Master Investment Advisory Agreement, a Master Sub-Advisory Agreement, a
Master Administrative Services Agreement, Master Distribution Agreements, a
Custodian Agreement, and a Transfer Agency and Servicing Agreement; shall adopt
plans of distribution pursuant to Rule 12b-l of the 1940 Act, a multiple class
plan pursuant to Rule 18f-3 of the 1940 Act; and shall enter into or adopt, as
appropriate, such other agreements and plans as are necessary for the New Fund's
operation as a series of an open-end investment company. Each such agreement and
plan shall have been approved by the Trust's trustees and, to the extent
required by law, by such of those trustees who are not "interested persons" of
the Trust (as defined in the ▇▇▇▇ ▇▇▇) and by ASF as the sole shareholder of the
New Fund.
5.4 ASF or the Trust, as appropriate, shall file with the SEC one or more
post-effective amendments to the Company's Registration Statement on Form N-1A
under the Securities Act of 1933, as amended, and the 1940 Act, as amended (the
"Registration Statement"), which (i) will contain such amendments to such
Registration Statement as are determined by the Trust to be necessary and
appropriate to effect the Reorganization and (ii) will register the New Fund
Shares to be issued pursuant to Section 2.1 of this Agreement, and shall use its
best efforts to have such post-effective amendment or amendments to the
Registration Statement become effective as of the Closing.
6. CONDITIONS PRECEDENT.
The obligations of ASF, on its own behalf and on behalf of the Current
Fund, and the Trust, on its own behalf and on behalf of the New Fund, will be
subject to (a) performance by the other party of all its obligations to be
performed hereunder at or before the Effective Time, (b) all representations and
warranties of the other party contained herein being true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated hereby, as of the Effective Time, with the same
force and effect as if made on and as of the Effective Time, and (c) the further
conditions that, at or before the Effective Time:
6.1 The shareholders of the Current Fund shall have approved this Agreement
and the transactions contemplated by this Agreement in accordance with
applicable law.
6.2 All necessary filings shall have been made with the SEC and state
securities authorities, and no order or directive shall have been received that
any other or further action is required to permit the parties to carry out the
transactions contemplated hereby. All consents, orders, and permits of federal,
state, and local regulatory authorities (including the SEC and state
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securities authorities) deemed necessary by either ASF or the Trust to permit
consummation, in all material respects, of the transactions contemplated hereby
shall have been obtained, except where failure to obtain such consults, orders,
and permits would not involve a risk of a material adverse effect on the assets
or properties of either the Current Fund or the New Fund, provided that either
ASF or the Trust may for itself waive any of such conditions.
6.3 Each of ASF and the Trust shall have received an opinion from ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP as to the federal income tax consequences
mentioned below. In rendering such opinion, such counsel may rely as to factual
matters, exclusively and without independent verification, on the
representations made in this Agreement (or in separate letters of representation
that ASF and the Trust shall use their best efforts to deliver to such counsel)
and the certificates delivered pursuant to Section 3.4. Such opinion shall be
substantially to the effect that, based on the facts and assumptions stated
therein and conditioned on consummation of the Reorganization in accordance with
this Agreement, for federal income tax purposes:
(a) The Reorganization will constitute a "reorganization" within the
meaning of section 368(a) of the Code, and the Current Fund and the New Fund
will each be "a party to a reorganization" within the meaning of section 368(b)
of the Code;
(b) No gain or loss will be recognized by the Current Fund on the
transfer of its Assets to the New Fund solely in exchange for New Fund Shares
and the New Fund's assumption of the Liabilities or on the distribution of New
Fund Shares to the Shareholders;
(c) No gain or loss will be recognized by the New Fund upon its
receipt of the Assets in exchange for New Fund Shares and the New Fund's
assumption of the Liabilities;
(d) The basis to the New Fund of the Assets will be the same as the
basis of such assets in the hands of the Current Fund immediately before the
Reorganization, and the New Fund's holding period for the Assets will include
the Current Fund's holding period therefor;
(e) A Shareholder will recognize no gain or loss on the exchange of
Current Fund Shares solely for New Fund Shares pursuant to the Reorganization;
and
(f) A Shareholder's basis for the New Fund Shares received in the
Reorganization will be the same as the basis for the Current Fund Shares
surrendered in exchange therefor, and a Shareholder's holding period for the New
Fund Shares received will include its holding period for the Current Fund Shares
surrendered, provided that the Shareholder holds the Current Fund Shares as
capital assets at the Effective Time.
6.4 No stop-order suspending the effectiveness of the Registration
Statement shall have been issued, and no proceeding for that purpose shall have
been initiated or threatened by the SEC (and not withdrawn or terminated).
At any time prior to the Closing, any of the foregoing conditions (except
those set forth in Sections 6.1 and 6.3) may be waived by the trustees of either
ASF or the Trust if, in their judgment, such waiver will not have a material
adverse effect on the interests of the Current Fund's Shareholders.
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7. EXPENSES.
Except as otherwise provided in Section 4.3(c), all expenses incurred in
connection with the transactions contemplated by this Agreement (regardless of
whether they are consummated) will be borne by the parties as they mutually
agree.
8. ENTIRE AGREEMENT.
Neither party has made any representation, warranty, or covenant not set
forth herein, and this Agreement constitutes the entire agreement between the
parties.
9. AMENDMENT.
This Agreement may be amended, modified, or supplemented at any time,
notwithstanding its approval with respect to the Current Fund by the
shareholders of that Current Fund, in such a manner as may be mutually agreed
upon in writing by the parties; provided that following such approval no such
amendment shall have a material adverse effect on the shareholders' interests.
10. TERMINATION.
This Agreement may be terminated with respect to the Current Fund at any
time at or prior to the Effective Time, whether before or after approval by the
shareholders of that Current Fund:
10.1 By either ASF or the Trust (a) in the event of the other party's
material breach of any representation, warranty, or covenant contained herein to
be performed at or prior to the Effective Time, (b) if a condition to its
obligations has not been met and it reasonably appears that such condition will
not or cannot be met, or (c) if the Closing has not occurred on or before
December 31, 2008; or
10.2 By the parties' mutual agreement.
Except as otherwise provided in Section 7, in the event of termination
under Sections 10.1(c) or 10.2, there shall be no liability for damages on the
part of either ASF or the Trust or the Current Fund or the New Fund, to the
other.
11. MISCELLANEOUS.
11.1 This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Delaware; provided that, in the case of any
conflict between such laws and the federal securities laws, the latter shall
govern.
11.2 Nothing expressed or implied herein is intended or shall be construed
to confer upon or give any person, firm, trust, or corporation other than the
parties and their respective successors and assigns any rights or remedies under
or by reason of this Agreement.
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11.3 The execution and delivery of this Agreement have been authorized by
the Trust's trustees, and this Agreement has been executed and delivered by a
duly authorized officer of the Trust in his or her capacity as an officer of the
Trust intending to bind the Trust as provided herein, and no officer, trustee or
shareholder of the Trust shall be personally liable for the liabilities or
obligations of the Trust incurred hereunder. The liabilities and obligations of
the Trust pursuant to this Agreement shall be enforceable against the assets of
the New Fund only and not against the assets of the Trust generally.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed and
delivered by its duly authorized officers as of the day and year first written
above.
Attest: AIM SUMMIT FUND, on behalf of its
series portfolio listed in Schedule A
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President
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Attest: AIM EQUITY FUNDS,
on behalf of its series portfolio listed in
Schedule A
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President
-----------------------------
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SCHEDULE A
SERIES OF AIM SUMMIT FUND CORRESPONDING SERIES OF AIM EQUITY FUNDS
(THE "CURRENT FUND") (THE "NEW FUND")
----------------------------------- ------------------------------------------
AIM Summit Fund AIM Summit Fund
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SCHEDULE B
CLASSES OF THE CURRENT FUND CORRESPONDING CLASSES OF THE NEW FUND
----------------------------------- --------------------------------------
AIM Summit Fund AIM Summit Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
Class P Shares Class P Shares
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