<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
_______________________________________________________________________________
AIM EQUITY FUNDS, INC.
(For its Series Portfolios:
AIM Blue Chip Fund
AIM Capital Development Fund)
AIM INTERNATIONAL FUNDS, INC.
(For its Series Portfolios:
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
AIM International Equity Fund)
AIM SUMMIT FUND, INC.
AIM TAX-EXEMPT FUNDS, INC.
(For its Series Portfolios:
AIM Tax-Exempt Bond Fund of Connecticut
AIM Tax-Exempt Cash Fund
Intermediate Portfolio)
AIM VARIABLE INSURANCE FUNDS, INC.
(For its Series Portfolios:
AIM V.I. Capital Appreciation Fund
AIM V.I. Diversified Income Fund
AIM V.I. Global Utilities Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth Fund
AIM V.I. Growth and Income Fund
AIM V.I. International Equity Fund
AIM V.I. Money Market Fund
AIM V.I. Value Fund)
_______________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
_______________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________________
5) Total fee paid:
_______________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_______________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_______________________________________________________________________________
3) Filing Party:
_______________________________________________________________________________
4) Date Filed:
_______________________________________________________________________________
<PAGE> 2
THE AIM FAMILY OF FUNDS--Registered Trademark--
11 Greenway Plaza, Suite 1919
Houston, TX 77046
November 27, 1996
Dear Shareholder:
As you may know, A I M Management Group Inc. ("AIM Management"), the parent
company of A I M Advisors, Inc. ("AIM"), the investment adviser to the AIM
Family of Funds--Registered Trademark--, has entered into an agreement under
which AIM Management will merge with a subsidiary of INVESCO plc ("INVESCO"). As
a result of this merger, it is necessary for the shareholders of each of the AIM
Funds to approve a new investment advisory agreement (and in some cases, a new
subadvisory agreement).
The following important facts about the transaction are outlined below:
- The merger has no effect on the number of shares you own or the value of
those shares.
- The advisory fees and expenses charged to your Fund will not change as a
result of this merger.
- The investment objectives of the Fund will remain the same and key
employees of AIM will continue to manage your Funds as they have in the
past.
- The merger will not change the quality of the investment management and
shareholder services that you have received over the years.
Shareholders are also being asked to approve Directors/Trustees, to approve
certain proposed changes in fundamental policies and to ratify the selection of
independent accountants. After careful consideration, the Board of
Directors/Trustees of your Fund has unanimously approved these proposals and
recommends that you read the enclosed materials carefully and then vote FOR all
proposals.
Since all of the AIM Funds are required to conduct shareholder meetings, you
will receive at least one statement and a proxy card for each Fund you own.
Please vote each proxy card you receive.
Your vote is important. Please take a moment now to sign and return your proxy
cards in the enclosed postage paid return envelope. If we do not hear from you
after a reasonable amount of time you may receive a telephone call from our
proxy solicitor, Shareholder Communications Corporation, reminding you to vote
your shares.
Thank you for your cooperation and continued support.
Sincerely,
/s/ CHARLES T. BAUER
Charles T. Bauer
Chairman
<PAGE> 3
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
ENCLOSED YOU WILL FIND ONE OR MORE PROXY CARDS RELATING TO EACH OF THE
FUNDS FOR WHICH YOU ARE ENTITLED TO VOTE. PLEASE INDICATE YOUR VOTING
INSTRUCTIONS ON EACH OF THE ENCLOSED PROXY CARDS, DATE AND SIGN THEM, AND RETURN
THEM IN THE ENVELOPE PROVIDED. IF YOU SIGN, DATE AND RETURN A PROXY CARD BUT
GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED "FOR" THE NOMINEES FOR
TRUSTEE OR DIRECTOR NAMED IN THE ATTACHED PROXY STATEMENT AND "FOR" ALL OTHER
PROPOSALS INDICATED ON THE CARDS. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO
THE FUNDS OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR
PROXY CARDS PROMPTLY. UNLESS PROXY CARDS ARE SIGNED BY THE APPROPRIATE PERSONS
AS INDICATED IN THE INSTRUCTIONS BELOW, THEY WILL NOT BE VOTED.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to the name shown in the registration on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration. for
example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
- ------------------------------------------------------------ ------------------------------
<S> <C>
Trust Accounts
(1) ABC Trust Account.................................. Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78................ Jane B. Doe
Partnership Accounts
(1) The XYZ Partnership................................ Jane B. Smith, Partner
(2) Smith and Jones, Limited Partnership............... Jane B. Smith, General Partner
Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o John B. Smith, Jr.
UGMA/UTMA......................................... John B. Smith
(2) Estate of John B. Smith............................ John B. Smith, Jr., Executor
(1) ABC Corp. ......................................... ABC Corp.
John Doe, Treasurer
(2) ABC Corp. ......................................... John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer.................. John Doe
(4) ABC Corp. Profit Sharing Plan...................... John Doe, Trustee
</TABLE>
<PAGE> 4
AIM EQUITY FUNDS, INC.
AIM Blue Chip Fund
AIM Capital Development Fund
AIM INTERNATIONAL FUNDS, INC.
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
AIM International Equity Fund
AIM SUMMIT FUND, INC.
AIM TAX-EXEMPT FUNDS, INC.
AIM Tax-Exempt Bond Fund of Connecticut
AIM Tax-Exempt Cash Fund
Intermediate Portfolio
AIM VARIABLE INSURANCE FUNDS, INC.
AIM V.I. Capital Appreciation Fund
AIM V.I. Diversified Income Fund
AIM V.I. Global Utilities Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth Fund
AIM V.I. Growth and Income Fund
AIM V.I. International Equity Fund
AIM V.I. Money Market Fund
AIM V.I. Value Fund
11 Greenway Plaza, Suite 1919, Houston, Texas 77046-1173
------------------------------
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 7, 1997
------------------------------
TO THE SHAREHOLDERS:
A joint annual meeting of shareholders of AIM Equity Funds, Inc. ("AEF"),
AIM International Funds, Inc. ("AIF"), AIM Summit Fund, Inc. ("ASF"), AIM
Tax-Exempt Funds, Inc. ("ATEF") and AIM Variable Insurance Funds, Inc. ("AVIF")
will be held on Friday, February 7, 1997 at 2:00 p.m. local time at 11 Greenway
Plaza, Suite 1919, Houston, Texas, with respect to each of the
- ---------------------------
GROUP A
<PAGE> 5
investment companies and their series portfolios, if any, listed above (such
portfolios and ASF are collectively referred to as the "Funds"), for the
following purposes:
(1) For each of AEF, AIF, ASF, ATEF and AVIF, to elect nine Directors, each
of whom will serve until his successor is elected and qualified.
(2) For each of the Funds, to approve a new Investment Advisory Agreement
with A I M Advisors, Inc.
(3) For ASF, to approve a new Sub-Advisory Agreement between A I M
Advisors, Inc. and TradeStreet Investment Associates, Inc.
(4) For each of the Funds (except AIM Blue Chip Fund, a series of AEF), to
eliminate the fundamental investment policy restricting investments in
other investment companies and/or to amend certain related fundamental
investment policies.
(5) For AIM International Equity Fund, a series portfolio of AIF, to
approve the elimination of the fundamental investment policy regarding
investing in companies with less than three years of continuous
operations.
(6) For each of AEF, AIF, ASF and ATEF, to ratify the selection of KPMG
Peat Marwick LLP as independent accountants for the fiscal years ending
in 1997.
(7) For AVIF, to ratify the selection of Tait, Weller & Baker as
independent accountants for the fiscal year ending in 1997.
(8) To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on December 3, 1996 are
entitled to vote at the annual meeting and any adjournments. If you attend the
annual meeting, you may vote your shares in person. If you expect to attend the
annual meeting in person, please notify the Funds by calling 1-800- - . If
you do not expect to attend the annual meeting, please fill in, date, sign and
return the proxy card in the enclosed envelope which requires no postage if
mailed in the United States. [Special Note to AVIF Shareholders: Variable
annuity or variable life insurance contractowners who are entitled to instruct
the voting of AVIF shares attributable to their contracts may do so by returning
the accompanying voting instruction form in the enclosed envelope.]
It is important that you return your signed proxy card promptly so that a
quorum may be assured.
December 20, 1996
Charles T. Bauer
Chairman of the Boards of Directors
ii
<PAGE> 6
AIM EQUITY FUNDS, INC.
AIM Blue Chip Fund
AIM Capital Development Fund
AIM INTERNATIONAL FUNDS, INC.
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM Global Income Fund
AIM International Equity Fund
AIM SUMMIT FUND, INC.
AIM TAX-EXEMPT FUNDS, INC.
AIM Tax-Exempt Bond Fund of Connecticut
AIM Tax-Exempt Cash Fund
Intermediate Portfolio
AIM VARIABLE INSURANCE FUNDS, INC.
AIM V.I. Capital Appreciation Fund
AIM V.I. Diversified Income Fund
AIM V.I. Global Utilities Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth Fund
AIM V.I. Growth and Income Fund
AIM V.I. International Equity Fund
AIM V.I. Money Market Fund
AIM V.I. Value Fund
11 Greenway Plaza, Suite 1919, Houston, Texas 77046-1173
------------------------------
JOINT PROXY STATEMENT
------------------------------
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 7, 1997
------------------------------
The accompanying proxy is solicited by the Board of Directors of each of
AIM Equity Funds, Inc. ("AEF"), AIM International Funds, Inc. ("AIF"), AIM
Summit Fund, Inc. ("ASF"), AIM Tax-Exempt Funds, Inc. ("ATEF") and AIM Variable
Insurance Funds, Inc. ("AVIF"), in connection with the joint annual meeting of
shareholders of the Funds to be held at the offices of A I M Advisors, Inc.
("AIM"), 11 Greenway Plaza, Suite 1919, Houston, Texas at 2:00 p.m. local time
on February 7, 1997 (the "Annual Meeting"). AEF, AIF, ASF, ATEF and AVIF are
collectively referred to as the "Companies." The series portfolios of the
Companies, if any, and ASF are collectively referred to as the "Funds." A
shareholder can revoke the proxy prior to its use by appearing at the Annual
Meeting
<PAGE> 7
and voting in person, by giving written notice of such revocation to the
Secretary of the applicable Fund, or by returning a subsequently dated proxy. If
you expect to attend the Annual Meeting in person, please notify the Funds by
calling 1-800- - .
The following table summarizes each proposal to be presented at the Annual
Meeting and the Funds to be solicited pursuant to this joint proxy statement
with respect to such proposal:
<TABLE>
<CAPTION>
PROPOSAL AFFECTED COMPANIES/FUNDS
- ---------------------------------------------------- ------------------------------
<S> <C> <C>
1. Election of Directors All Companies
2. Approval of New Advisory Agreement All Funds
3. Approval of New Sub-Advisory Agreement ASF
4. Elimination of Fundamental Investment Policy AIM Capital Development Fund,
Restricting Investments in Other Investment AIF, ASF, ATEF and AVIF
Companies and/or Amendment of Certain
Related Fundamental Investment Policies
5. Elimination of Fundamental Investment Policy AIM International Equity Fund
regarding Investing in Companies with Less
Than Three Years of Continuous Operation
6. Ratification of KPMG Peat Marwick LLP as AEF, AIF ASF and ATEF
Independent Accountants
7. Ratification of Tait, Weller & Baker as AVIF
Independent Accountants
</TABLE>
Upon the request of any shareholder, each of the Funds will furnish,
without charge, a copy of such Fund's annual report for its most recent fiscal
year together with any subsequent semi-annual report. All such requests should
be directed to AIM at 1-800-347-4246.
VOTING
Shareholders of record at the close of business on December 3, 1996 (the
"Record Date") will be entitled to one vote per share on all business of the
Annual Meeting, with proportional votes for fractional shares. Each of the
Companies had the following number of shares of its Common Stock outstanding on
the Record Date: AEF, ; AIF, ; ASF, ;
ATEF, ; and AVIF, . The number of shares outstanding on the
Record Date for each series portfolio of AEF, AIF, ASF, ATEF and AVIF is set
forth in Annex A. It is expected that this joint proxy statement (the "proxy
statement") and the accompanying proxy will be first sent to shareholders on or
about December 20, 1996.
The affirmative vote of a plurality of votes cast is necessary to elect the
Board of Directors (i.e., the nominees receiving the most votes will be elected)
(Proposal 1). The favorable vote of the holders of a "majority of the
outstanding voting securities" of each Fund, as defined in the Investment
Company Act of 1940, as amended (the "1940 Act") is required to approve each
Fund's new Investment Advisory Agreement (Proposal 2), and, for ASF, the new
Sub-Advisory Agreement (Proposal 3), and to approve the changes to each
applicable Fund's fundamental investment policies (Proposals 4 and 5). The 1940
Act defines a "majority of the outstanding voting securities" of a Fund to mean
the lesser of (a) the vote of holders of 67% or more of the shares of Common
Stock of the
2
<PAGE> 8
Fund present in person or by proxy at the Annual Meeting, if the holders of more
than 50% of the outstanding voting shares of the Fund are present in person or
by proxy, or (b) the vote of the holders of more than 50% of the outstanding
Common Stock of the Fund. An affirmative vote of a majority of votes cast is
necessary to ratify the selection of the independent accountants for each Fund
(Proposals 6 and 7).
The Board of Directors of each of the Companies has named Charles T. Bauer,
Chairman, Robert H. Graham, President, and Carol F. Relihan, Secretary, of each
of the Companies, as proxies. Unless specific instructions are given to the
contrary in the accompanying proxy, the proxies will vote FOR the election of
each Director named in the proxy statement, FOR the approval of the new
Investment Advisory Agreement for each of the Funds, FOR the approval of the new
Sub-Advisory Agreement for ASF, FOR the proposal to eliminate each applicable
Fund's fundamental investment policy restricting investments in other investment
companies and to amend certain related fundamental investment policies, FOR the
proposal to eliminate AIM International Equity Fund's fundamental investment
policy on investments in companies with less than three years of continuous
operations, FOR the ratification of the selection of KPMG Peat Marwick LLP as
independent accountants for all Funds other than the series portfolios of AVIF,
and FOR the ratification of the selection of Tait, Weller & Baker as independent
accountants for the series portfolios of AVIF.
Abstentions and broker non-votes (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other person entitled to vote shares on a particular matter with
respect to which the broker or nominee does not have discretionary power) with
respect to any proposal will be counted for purposes of determining whether a
quorum is present at the Annual Meeting. Abstentions and broker non-votes do not
count as votes cast but have the same effect as casting a vote against proposals
that require the vote of a majority of the shares present at the Annual Meeting,
provided a quorum exists. A quorum will be deemed present with respect to a Fund
if a holder of more than 50% of the outstanding voting securities of such Fund
are present in person or voting by proxy. [Special Note to AVIF
Shareholders: Participating life insurance companies ("Insurers") are required
to permit their variable annuity or life insurance contractowners
("Contractowners") to instruct them regarding the vote of AVIF shares
attributable to their contracts. Insurers also are required to vote the AVIF
shares that they own in a consistent manner. Accordingly, each Insurer will vote
AVIF shares attributable to contracts in accordance with timely instructions
from Contractowners. Each Insurer will vote AVIF shares for which no timely
instructions have been received, and all other shares owned by the Insurer, in
proportion (whether for, against or in abstention) to the shares for which
timely instructions have been received.]
The Board of Directors of each of the Companies currently knows of no other
matters to be presented at the Annual Meeting. If any other matters properly
come before the Annual Meeting, the proxies will vote in accordance with their
best judgment. The proxies may propose to adjourn the meeting to permit further
solicitation of proxies or for other purposes. Any such adjournment will require
the affirmative vote of a majority of the votes cast.
PROPOSAL 1 --
ELECTION OF DIRECTORS
For election of directors at the Annual Meeting, the Board of Directors of
each of the Companies has approved the nomination of Charles T. Bauer, Bruce L.
Crockett, Owen Daly II, Carl Frischling,
3
<PAGE> 9
John F. Kroeger, Robert H. Graham, Lewis F. Pennock, Ian W. Robinson, and Louis
S. Sklar, each of whom is currently a Director of each of the Companies, each to
serve as Director until his successor is elected and qualified. All of the
nominees presently serve as Directors, Trustees or officers of the ten open-end
management investment companies advised by AIM (all such investment companies
and their series portfolios, if any, are referred to collectively as the "AIM
Funds").
The proxies will vote for the election of the nominees named below unless
authority to vote for any or all of the nominees is withheld in the proxy. A
nominee must receive affirmative votes from a plurality of the votes cast at a
meeting at which a quorum is present to be elected. Each of the nominees has
indicated that he is willing to serve as a Director. If any or all of the
nominees should become unavailable for election due to events not now known or
anticipated, the persons named as proxies will vote for such other nominee or
nominees as the Directors who are not "interested persons" of the Companies, as
defined in the 1940 Act, may recommend.
The following table sets forth certain information concerning the
Directors:
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION/AFFILIATIONS DURING
NAME (AGE) DIRECTOR SINCE PAST FIVE YEARS AND (2) CURRENT DIRECTORSHIPS
---------- -------------- ---------------------------------------------
<S> <C> <C>
Charles T. Bauer(77)* AEF 05/20/88 (1) Director, Chairman and Chief Executive
AIF 10/30/91 Officer, A I M Management Group Inc.; and
ASF 02/17/82 Chairman of the Board of Directors, A I M
ATEF 05/03/93 Advisors, Inc., A I M Capital Management, Inc.,
AVIF 01/22/93 A I M Distributors, Inc., A I M Fund Services,
Inc., A I M Institutional Fund Services, Inc.
and Fund Management Company. (2)
Director/Trustee of the AIM Funds.
Bruce L. Crockett(52) AEF 10/04/93 (1) Formerly, Director, President and Chief
AIF 12/08/92 Executive Officer, COMSAT Corporation (includes
ASF 12/08/92 COMSAT World Systems, COMSAT Mobile
ATEF 05/05/93 Communications, COMSAT Video Enterprises,
AVIF 02/25/93 COMSAT RSI and COMSAT International Ventures);
President and Chief Operating Officer, COMSAT
Corporation; President, World Systems Division,
COMSAT Corporation; and Chairman, Board of
Governors of INTELSAT; (each of the COMSAT
companies listed above is an international
communication, information and
entertainment-distribution services company).
(2) Director/Trustee of the AIM Funds.
Owen Daly II(72) AEF 05/24/88 (1) Formerly, Director, CF&I Steel Corp.,
AIF 12/10/91 Monumental Life Insurance Company and
ASF 02/18/87 Monumental General Insurance Company; and
ATEF 05/05/93 Chairman of the Board of Equitable
AVIF 02/25/93 Bancorporation. (2) Director/Trustee of the AIM
Funds; and Director, Cortland Trust Inc.
(investment company).
</TABLE>
- ---------------
<TABLE>
<S> <C> <C>
* Mr. Bauer is an "interested person" of each Company, as defined in the 1940 Act, primarily
because of his positions with AIM, and its affiliated companies, as set forth above, and
through his ownership of stock of A I M Management Group Inc., which owns all of the
outstanding stock of AIM.
</TABLE>
4
<PAGE> 10
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION/AFFILIATIONS DURING
NAME (AGE) DIRECTOR SINCE PAST FIVE YEARS AND (2) CURRENT DIRECTORSHIPS
---------- -------------- ---------------------------------------------
<S> <C> <C>
Carl Frischling(59)** AEF 05/24/88 (1) Partner, Kramer, Levin, Naftalis & Frankel
AIF 12/10/91 (law firm). Formerly, Partner, Reid & Priest
ASF 02/17/82 (law firm); and prior thereto, Partner,
ATEF 05/05/93 Spengler Carlson Gubar Brodsky & Frischling
AVIF 05/01/93 (law firm). (2) Director/Trustee of the AIM
Funds.
Robert H. Graham(49)*** AEF 05/10/94 (1) Director, President and Chief Operating
AIF 05/10/94 Officer, A I M Management Group Inc.; Director
ASF 05/10/94 and President, A I M Advisors, Inc.; and
ATEF 05/10/94 Director and Senior Vice President, A I M
AVIF 01/22/93 Capital Management, Inc., A I M Distributors,
Inc., A I M Fund Services, Inc., A I M
Institutional Fund Services, Inc. and Fund
Management Company.
(2) Director/Trustee of the AIM Funds.
John F. Kroeger(72) AEF 05/24/88 (1) Formerly, Consultant, Wendell & Stockel
AIF 12/10/91 Associates, Inc. (consulting firm).
ASF 04/21/82 (2) Director/Trustee of the AIM Funds; and
ATEF 05/05/93 Director, Flag Investors International Fund,
AVIF 02/25/93 Inc., Flag Investors Emerging Growth Fund,
Inc., Flag Investors Telephone Income Fund,
Inc., Flag Investors Equity Partners Fund,
Inc., Total Return U.S. Treasury Fund, Inc.,
Flag Investors Intermediate Term Income Fund,
Inc., Managed Municipal Fund, Inc., Flag
Investors Value Builder Fund, Inc., Flag
Investors Maryland Intermediate Tax-Free Income
Fund, Inc., Flag Investors Real Estate
Securities Fund, Inc., Alex Brown Cash Reserve
Fund, Inc. and North American Government Bond
Fund, Inc. (investment companies).
Lewis F. Pennock(54) AEF 05/24/88 (1) Attorney in private practice in Houston,
AIF 10/30/91 Texas. (2) Director/Trustee of the AIM Funds.
ASF 04/21/82
ATEF 05/05/93
AVIF 02/25/93
</TABLE>
- ---------------
<TABLE>
<S> <C> <C>
** Mr. Frischling is an "interested person" of each Company, as defined in the 1940 Act,
primarily because of payments received by his law firm for services to the Funds.
*** Mr. Graham is an "interested person" of each Company, as defined in the 1940 Act, primarily
because of his positions with AIM and its affiliated companies, as set forth above, and
through his ownership of stock of A I M Management Group Inc., which owns all of the
outstanding stock of AIM.
</TABLE>
5
<PAGE> 11
<TABLE>
<CAPTION>
(1) PRINCIPAL OCCUPATION/AFFILIATIONS DURING
NAME (AGE) DIRECTOR SINCE PAST FIVE YEARS AND (2) CURRENT DIRECTORSHIPS
---------- --------------- ---------------------------------------------
<S> <C> <C>
Ian W. Robinson(73) AEF 10/04/93 (1) Formerly, Executive Vice President and
AIF 12/08/92 Chief Financial Officer, Bell Atlantic
ASF 09/27/93 Management Services, Inc. (provider of
ATEF 05/05/93 centralized management services to telephone
AVIF 02/25/93 companies); Executive Vice President, Bell
Atlantic Corporation (parent of seven telephone
companies); and Vice President and Chief
Financial Officer, Bell Telephone Company of
Pennsylvania and Diamond State Telephone
Company. (2) Director/Trustee of the AIM Funds.
Louis S. Sklar(56) AEF 09/27/89 (1) Executive Vice President, Development and
AIF 10/30/91 Operations, Hines Interests Limited Partnership
ASF 09/27/89 (real estate development). (2) Director/Trustee
ATEF 05/05/93 of the AIM Funds.
AVIF 02/25/93
</TABLE>
------------------------------
The Companies do not hold regular annual meetings at which Directors are
elected.
During the year ending December 31, 1996, the Companies' Boards of
Directors met eight times. Each Company has three standing committees of its
Board of Directors: the Audit Committee, the Investments Committee and the
Nominating and Compensation Committee. During the year ending December 31, 1996,
each Company's Audit Committee met four times, Investments Committee met four
times, and Nominating and Compensation Committee met two times. During such
year, all of the Companies' Directors attended at least 75% of the aggregate of
the number of meetings of the Boards of Directors and all committees.
The members of the Audit Committee of each Company are Messrs. Daly,
Kroeger (Chairman), Pennock and Robinson. The Audit Committee for each Company
is responsible for meeting with the Fund's auditors to review audit procedures
and results and to consider any matters arising from an audit to be brought to
the attention of the Directors as a whole with respect to each Fund's fund
accounting or its internal accounting controls, or for considering such other
matters as the Board of Trustees determines. None of the members of the Audit
Committees is an "interested person" of any Company, as defined by the 1940 Act.
The members of the Investments Committee of each Company are Messrs. Bauer,
Crockett, Daly (Chairman), Kroeger and Pennock. The Investments Committee is
responsible for reviewing portfolio compliance, brokerage allocation, portfolio
investment pricing issues, interim dividend and distribution issues, or
considering such other matters as the Board of Directors may determine. Mr.
Bauer is an "interested person" of the Companies, as defined by the 1940 Act.
The members of the Nominating and Compensation Committee of each Company
are Messrs. Crockett, Daly, Kroeger, Pennock (Chairman) and Sklar. The
Nominating and Compensation Committee is responsible for considering and
nominating individuals to stand for election as directors who are not interested
persons, reviewing from time to time the compensation payable to the directors
who are not "interested persons" to the Companies as defined by the 1940 Act, or
considering such other matters as the Board of Directors may from time to time
determine. The
6
<PAGE> 12
Nominating and Compensation Committee does not consider nominees for Director
recommended by shareholders. None of the members of the Nominating and
Compensation Committee is an "interested person" of any Company, as defined by
the 1940 Act.
COMPENSATION OF DIRECTORS
Each Director is reimbursed for expenses incurred in attending each meeting
of the Board of Directors or any committee thereof. Each Director who is not
also an officer of the Companies is compensated for his services according to a
fee schedule which recognizes the fact that such Director also serves as a
director or trustee of other AIM Funds. Each such Director receives a fee,
allocated among the AIM Funds, which consists of an annual retainer component
and a meeting fee component.
Set forth below is information regarding compensation paid or accrued
estimated for the calendar year ending December 31, 1996 for each Director of
the Companies:
<TABLE>
<CAPTION>
RETIREMENT
AGGREGATE COMPENSATION FROM THE BENEFITS TOTAL
COMPANIES(1) ACCRUED BY COMPENSATION
------------------------------------------- ALL AIM FROM ALL AIM
DIRECTOR AEF AIF ASF ATEF AVIF FUNDS(2) FUNDS(3)
-------- ------- ------ ------ ------ ------ ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Charles T. Bauer.......... -0- -0- -0- -0- -0- -0- -0-
Bruce L. Crockett......... $18,347 $5,204 $1,668 $2,807 $8,814 $ 38,621 $ 67,000
Owen Daly II.............. 18,276 5,153 1,655 2,769 8,700 82,607 67,000
Carl Frischling........... 18,347 5,204 1,668 2,807 8,814 56,683 67,000
Robert H. Graham.......... -0- -0- -0- -0- -0- -0- -0-
John F. Kroeger........... 17,777 5,011 1,604 2,685 8,437 83,654 65,000
Lewis F. Pennock.......... 18,026 5,082 1,630 2,727 8,569 33,702 66,000
Ian W. Robinson........... 18,347 5,204 1,668 2,807 8,814 64,793 67,000
Louis S. Sklar............ 18,069 5,126 1,644 2,766 8,685 47,593 65,500
</TABLE>
- ------------------------------
(1) The total amount of compensation deferred by all Directors of the Companies
estimated for the year ending December 31, 1996, including interest earned
thereon, is $75,752 for AEF, $20,547 for AIF, $7,108 for ASF, $11,850 for
ATEF and $36,558 for AVIF.
(2) During the year ending December 31, 1996, the total amount of expenses
allocated to the Companies in respect of such retirement benefits is
$163,136 for AEF, $19,910 for AIF, $9,244 for ASF, $1,210 for ATEF and
$8,549 for AVIF.
(3) Each Director serves as a Director or Trustee of a total of ten AIM Funds.
Data reflect estimated total compensation earned during the calendar year
ending December 31, 1996.
AIM FUNDS RETIREMENT PLAN FOR ELIGIBLE DIRECTORS/TRUSTEES
Under the terms of the AIM Funds Retirement Plan for Eligible
Directors/Trustees (the "Retirement Plan"), each Director who is an "Eligible
Director" (as defined in the Retirement Plan) may be entitled to certain
benefits upon retirement from the Board of Directors. Pursuant to the Retirement
Plan, the normal retirement date is the date on which the Eligible Director has
attained age 65 and has completed at least five years of continuous service with
one or more of the AIM Funds. Each Eligible Director is entitled to receive an
annual benefit from the AIM Funds commencing on the first day of the calendar
quarter coincident with or following his date of retirement equal to 75% of the
7
<PAGE> 13
retainer paid or accrued by the AIM Funds for such Eligible Director during the
twelve-month period immediately preceding the Eligible Director's retirement
(including amounts deferred under a separate agreement between the AIM Funds and
the Eligible Director) for the number of such Eligible Director's years of
service (not in excess of ten years of service) completed with respect to any of
the AIM Funds. If an Eligible Director dies after attaining the normal
retirement date but before receipt of any benefits under the Retirement Plan
commences, the Eligible Director's surviving spouse (if any) shall receive a
quarterly survivor's benefit equal to 50% of the amount payable to the deceased
Eligible Director for no more than ten years beginning the first day of the
calendar quarter following the date of the Eligible Director's death. Payments
under the Retirement Plan are not secured or funded by any AIM Fund.
Set forth below is a table that shows the estimated annual benefits payable
to an Eligible Director upon retirement assuming various compensation and years
of service classifications. The estimated credited years of service for Messrs.
Crockett, Daly, Frischling, Kroeger, Pennock, Robinson and Sklar are 9, 10, 19,
19, 15, 9 and 7, respectively.
ESTIMATED BENEFITS UPON RETIREMENT
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
PAID BY ALL AIM FUNDS
NUMBER OF YEARS OF -------------------------------
SERVICE WITH THE AIM FUNDS $55,000 $60,000 $65,000
- -------------------------- ------- ------- -------
<S> <C> <C> <C> <C>
10......................................... $41,250 $45,000 $48,750
9......................................... 37,125 40,500 43,875
8......................................... 33,000 36,000 39,000
7......................................... 28,875 31,500 34,125
6......................................... 24,750 27,000 29,250
5......................................... 20,625 22,500 24,375
</TABLE>
DEFERRED COMPENSATION AGREEMENTS
Messrs. Daly, Frischling, Kroeger, Robinson and Sklar (for purposes of this
paragraph only, the "Deferring Directors") have each executed a Deferred
Compensation Agreement (collectively, the "DC Agreements"). Pursuant to the DC
Agreements, the Deferring Directors may elect to defer receipt of up to 100% of
their compensation payable by the Funds, and such amounts are placed into a
deferral account. Currently, the Deferring Directors may select various AIM
Funds in which all or part of their deferral accounts shall be deemed to be
invested. Distributions from the Deferring Directors' deferral accounts will be
paid in cash generally in equal quarterly installments over a period of ten
years beginning on the date the Deferring Director's retirement benefits
commence under the Retirement Plan. The Companies' Boards of Directors, in their
sole discretion, may accelerate or extend the distribution of such deferral
accounts after a Deferring Director's termination of service as a Director of a
Company. If a Deferring Director dies prior to the distribution of amounts in
his deferral account, the balance of the deferral account will be distributed to
his designated beneficiary in a single lump sum payment as soon as practicable
after such Deferring Director's death. The DC Agreements are not funded and,
with respect to the payments of amounts held in the deferral accounts, the
Deferring Directors have the status of unsecured creditors of the Funds and of
each other AIM Fund from which they are deferring compensation.
8
<PAGE> 14
PROPOSAL 2 --
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
INTRODUCTION
Shareholders are being asked to approve new Investment Advisory Agreements
(collectively, the "New Advisory Agreements") that, except as discussed below
with respect to the licensing of the "AIM" name, have no material changes in
their terms and conditions, no changes in fees, and no material changes in the
way the Funds are managed, advised or operated.
AIM has served as investment advisor to each of the Funds from the dates
set forth in Annex B pursuant to advisory agreements (collectively, the "Current
Advisory Agreements") executed on various dates, as set forth in Annex B. On May
14, 1996, the Board of Directors of AEF, AIF, ASF, ATEF and AVIF, including a
majority of the directors who are not interested persons of each such Company or
AIM (the "Independent Directors"), voted to continue the Current Advisory
Agreements for an additional year until June 30, 1997.
The Funds are seeking shareholder approval of the New Advisory Agreements
because of the technical requirements of the 1940 Act that apply to the merger
(the "Merger") described below under "Merger of AIM Management and INVESCO."
Because the Merger will result in a transfer of more than 25% of the outstanding
voting shares of A I M Management Group Inc. ("AIM Management"), the direct
parent of AIM, an "assignment" of the Current Advisory Agreements will occur
under the 1940 Act. The Current Advisory Agreements provide that they will
terminate automatically upon their assignment, as required by the 1940 Act. As
discussed below, the Merger will not cause any change in the operation of AIM's
business.
At a meeting held on December 10, 1996, the Board of Directors of AEF, AIF,
ASF, ATEF and AVIF, including a majority of the Independent Directors, approved,
subject to shareholder approval, the New Advisory Agreements. A copy of a form
of the New Advisory Agreements is attached hereto as Annex C. In approving the
New Advisory Agreements, the Boards of Directors took into account the terms of
the Merger. Except as described below with respect to the licensing of the "AIM"
name, the provisions of the Current Advisory Agreements and the New Advisory
Agreements are substantially identical. A description of such agreements is
provided below under "Terms of the Advisory Agreements." Such description is
only a summary and is qualified by reference to the attached Annex C.
If the conditions to the Merger are not met or waived or if the merger
agreement between AIM Management and INVESCO is terminated, the Merger will not
be consummated, and the Current Advisory Agreements will remain in effect. If
the New Advisory Agreements are approved, and the Merger is thereafter
consummated, the New Advisory Agreements will be executed and become effective
on the Closing Date, as defined below. In the event that any of the New Advisory
Agreements are not approved with respect to any Fund and the Merger is
consummated, the Boards will determine what action to take, in any event subject
to the approval of shareholders of each Fund.
9
<PAGE> 15
MERGER OF AIM MANAGEMENT AND INVESCO
On November 4, 1996, AIM Management (the parent of AIM) entered into an
agreement and plan of merger (the "Merger Agreement") with INVESCO plc
("INVESCO"). The Merger Agreement provides for the merger of AIM Management into
INVESCO Group Services, Inc. ("IGS"), a wholly-owned U.S. subsidiary of INVESCO,
or into another wholly-owned U.S. subsidiary of INVESCO (in either case,
"INVESCO Sub").
INVESCO is an English holding company whose shares are publicly traded on
the London Stock Exchange. American Depository Receipts evidencing such shares
are traded on the New York Stock Exchange. INVESCO and its subsidiaries are an
independent investment management group with a major presence in the
institutional investment management and retail mutual fund businesses in the
United States, Europe and the Pacific. INVESCO's North American subsidiaries
manage individualized investment portfolios of equity, fixed income and real
estate securities for institutional clients through five business units. Each
unit utilizes a particular investment style in managing assets, and most of
these units also serve as advisor or sub-advisor to one or more of INVESCO's
U.S. mutual funds. INVESCO's European region serves both institutional and
individual investors through six major business units with facilities in the
United Kingdom, the Channel Islands, Luxembourg and France. INVESCO has also
established relationships with substantial financial organizations in Italy, the
Netherlands, Spain and Portugal. INVESCO's Pacific region manages assets of
clients based in Asia and Australia on a local, regional or global basis. It
also manages investments in the region for INVESCO clients based outside the
region. At September 30, 1996, INVESCO's assets under management were in excess
of $90 billion.
Following the Merger, INVESCO will be renamed AMVESCO plc ("AMVESCO").
AMVESCO will consist of two major complementary businesses, one comprising
principally its United States institutional and international businesses, and
the other comprising principally its United States retail mutual fund and
defined contribution plan businesses. Each of these businesses will be directed
by a separate management committee. Charles Brady, the Chairman of INVESCO, will
head the management committee for AMVESCO's U.S. institutional and international
businesses. Robert H. Graham, President and Chief Operating Officer of AIM
Management, will become President and Chief Executive Officer of AIM
Management's successor and will head the management committee directing
AMVESCO's United States retail businesses. Charles T. Bauer, currently Chairman
and Chief Executive Officer of AIM Management, will become Vice Chairman of
AMVESCO and Chairman of AIM Management's successor. AIM Management and INVESCO
believe that their businesses are highly complementary and that the expected
benefits resulting from the Merger include broader product range, expanded
distribution capability, increased globalization, greater capacity in defined
contribution plans, and increased financial strength and independence.
AIM has advised the AIM Funds that the Merger is not expected to have a
material effect on the operations of the AIM Funds or on their shareholders. No
material change in investment philosophy, policies or strategies is currently
envisioned. Following the Merger, AIM will continue to be an indirect
wholly-owned subsidiary of the successor to AIM Management. The Merger Agreement
does not, by its terms, contemplate any changes, other than changes in the
ordinary course of business, in the management or operation of AIM relating to
the AIM Funds, the personnel managing the AIM Funds or other services provided
to and business activities of the AIM Funds. The Merger also is not expected to
result in material changes in the business, corporate structure or composition
of the senior management or personnel of AIM. Based on the foregoing, AIM does
not anticipate that the Merger
10
<PAGE> 16
will cause a reduction in the quality of services provided to the AIM Funds, or
have any adverse effect on AIM's ability to fulfill its respective obligations
under the New Advisory Agreements, or to operate its businesses in a manner
consistent with its current practices.
Under the Merger Agreement, each of INVESCO and INVESCO Sub has covenanted
and agreed that it will comply, and use all reasonable efforts to cause
compliance on behalf of its affiliates, with the provisions of Section 15(f) of
the 1940 Act. Section 15(f) provides, in pertinent part, that an investment
adviser and its affiliates may receive any amount of benefit in connection with
a sale of securities of, or a sale of any other interest in, such investment
adviser that results in an "assignment" of an investment advisory contract as
long as two conditions are met. First, no "unfair burden" may be imposed on the
investment company as a result of the Merger. The term "unfair burden," as
defined in the 1940 Act, includes any arrangement during the two-year period
after the transaction whereby the investment adviser (or predecessor or
successor investment adviser) or any interested person of any such adviser
receives or is entitled to receive any compensation directly or indirectly from
the investment company or its security holders (other than fees for bona fide
investment advisory or other services) or from any person in connection with the
purchase or sale of securities or other property to, from, or on behalf of the
investment company (other than fees for bona fide principal underwriting
services). No such compensation arrangements are contemplated in connection with
the Merger.
The second condition is that, for a period of three years after the
transaction occurs, at least 75% of the members of the board of directors of the
investment company advised by such adviser are not "interested persons" (as
defined in the 1940 Act) of the new or the old investment adviser. The Board
that you are being asked to elect in Proposal No. 1 meets this 75% requirement.
[BOARDS OF DIRECTORS/TRUSTEES EVALUATION
At meetings with the Boards of Directors/Trustees of the AIM Funds
beginning in September, 1996, representatives of AIM Management began discussing
with the Boards the possibility of a merger between AIM Management and INVESCO.
At a meeting in person held on November 19, 1996, representatives of AIM
Management and INVESCO discussed with the Boards of Directors/Trustees of the
AIM Funds, the specific terms of the Merger Agreement. The Boards of
Directors/Trustees of the AIM Funds then appointed a special committee (the
"Special Committee"), consisting of the Directors/Trustees of the AIM Funds who
are not interested persons of AIM or INVESCO, to review the proposed Merger,
consider its potential impact on the AIM Funds and their shareholders, and make
recommendations to the Boards of Directors/Trustees of the AIM Funds with
respect to the approval of the New Advisory Agreements in view of the proposed
Merger. Directors/Trustees of the AIM Funds who are members of the Special
Committee are Messrs. Crockett, Daly, Frischling, Kroeger, Pennock, Robinson and
Sklar. The Special Committee met with their legal counsel ("Special Counsel"),
who assisted them in their deliberations concerning approval of the New Advisory
Agreements.
The Special Committee met separately with Special Counsel on November 8,
1996, November 19, 1996 and December 2, 1996 to consider and review the
directors'/trustees' fiduciary obligations and the nature and extent of
additional information to be requested by them to evaluate the New Advisory
Agreements and the potential impact of the Merger on the AIM Funds and their
shareholders. Between November 8, 1996 and December 10, 1996, the Special
Committee and Special Counsel requested and received additional information from
AIM Management, INVESCO and their counsel, and held telephone conferences,
regarding the proposed Merger and its potential impact on the AIM
11
<PAGE> 17
Funds and their shareholders. On December 10, 1996, the Special Committee and
Special Counsel met separately with representatives of AIM Management and
INVESCO to review various aspects of the proposed Merger, and review additional
information regarding INVESCO and the future plans for AIM Management and AIM.
In connection with its review, the Special Committee possessed or obtained
substantial information regarding: the management, the financial position and
the business of INVESCO and its subsidiaries; the history of INVESCO's and its
subsidiaries' business and operations; the performance of the investment
companies and private accounts advised by INVESCO and its subsidiaries; the
impact of the Merger on the AIM Funds and their shareholders; future plans of
AMVESCO with respect to AIM and the AIM Funds; performance and financial
information about each of the AIM Funds; and information about other funds and
their fees and expenses.
The Special Committee also received information regarding the terms of the
Merger and comprehensive financial information, including: the terms of the
Merger; INVESCO's plans for financing the Merger; the impact of the financing on
AIM Management and AIM; INVESCO's plans for the compensation of executives and
investment and other staff of AIM Management and AIM; information concerning
employment contracts with senior management of AIM Management and AIM; and
INVESCO's access to capital markets to meet the capital needs of AIM Management
and its subsidiaries.
In connection with its deliberations, the Special Committee obtained
assurances from INVESCO that: AMVESCO did not intend to change executive
management or staff of AIM Management or AIM (other than appointing Robert H.
Graham Chief Executive Officer of the successor to AIM Management), and has
entered into employment agreements with key personnel; AMVESCO will consult with
the Boards of Directors/Trustees of the AIM Funds prior to making material
changes to AIM that could adversely affect the ability of AIM or its
subsidiaries to render services to the AIM Funds; neither AMVESCO nor its
affiliates will impose an "unfair burden" within the meaning of Section 15(f) of
the 1940 Act for a period of two years following the consummation of the Merger;
AMVESCO has not planned any major changes to the operations and capabilities of
AIM or its subsidiaries, except those intended to enhance the capabilities of
those entities to provide better or more efficient services to the AIM Funds.
The Special Committee also evaluated each New Advisory Agreement. The
Special Committee assured itself that each New Advisory Agreement for each AIM
Fund, including the terms relating to the services to be provided and the fees
and expenses payable by such AIM Fund, is on substantially the same terms as the
Current Advisory Agreement for each AIM Fund, except to the extent described
below with respect to the licensing of the "AIM" name.
Based on the Special Committee's review and analysis of the material
provided and the commitments received, the Special Committee unanimously
recommended to the Boards of Directors/Trustees of the AIM Funds that the New
Advisory Agreements be approved.
At the Boards of Directors/Trustees meetings of the AIM Funds held on
December 10 and 11, 1996, the Boards received presentations by INVESCO and AIM.
The Directors/Trustees were supplied with the information given to the Special
Committee in advance of the meeting. The Special Committee discussed with the
Boards of Directors/Trustees the materials it reviewed, the issues it studied
and the reasons for its recommendation. Based upon the foregoing, the Board of
Direc-
12
<PAGE> 18
tors/Trustees of each AIM Fund unanimously approved the New Advisory Agreement
related to that AIM Fund and recommended approval by the shareholders.]
ADDITIONAL TERMS OF THE MERGER AGREEMENT
AIM Management will merge into INVESCO Sub for consideration valued at
November 4, 1996 at approximately $1.6 billion, plus the amount of AIM
Management net income from September 1, 1996 through the date on which the
Merger is consummated (the "Closing Date"), minus dividends paid during such
period and subject to adjustments for certain balance sheet items and
transaction expenses. The consideration will include 290 million new Ordinary
Shares (including Ordinary Shares issuable in respect of vested and unvested AIM
Management options) of INVESCO valued at November 4, 1996 at approximately $1.1
billion. The balance of the consideration will be paid in cash.
The directors of AIM Management's successor will be Charles T. Bauer,
Robert H. Graham, Gary T. Crum and Michael J. Cemo, all of whom are currently
officers and directors of AIM. Although Charles T. Bauer will remain Chairman of
AIM Management's successor, Robert H. Graham will become President and Chief
Executive Officer of such successor. Mr. Graham currently serves as AIM
Management's President and Chief Operating Officer.
Upon consummation of the Merger, the AIM Management shareholders will own
approximately 45% of INVESCO's total outstanding capital stock on a fully
diluted basis. INVESCO's shareholders approved the Merger at a meeting on
November 27, 1996, and on December 4, 1996, approved changing INVESCO's name
upon consummation of the Merger. The name of AIM will not change.
The closing is presently expected to occur on [February 28, 1997], subject
to the satisfaction of conditions to closing that include, among other things:
(a) INVESCO having consummated one or more financings and having received net
proceeds of not less than $500 million; (b) the respective aggregate annualized
asset management fees of INVESCO and AIM Management (based on assets under
management, excluding the effects of market movements) in respect of which
consents to the Merger have been obtained being equal to or greater than 87.5%
of all such fees at October 31, 1996; (c) INVESCO and AIM Management having
received certain consents from regulators, lenders and/or other third parties;
(d) AIM Management not having received from the holder or holders of more than
2% of the outstanding AIM Management shares notices that they intend to exercise
dissenters' rights; (e) a Voting Agreement, Standstill Agreement, Transfer
Restriction Agreements, Transfer Administration Agreement, the Registration
Rights Agreement, Indemnification Agreement and employment agreements with
certain AIM Management employees having been executed and delivered; (f) AIM
Management having received an opinion from its U.S. counsel that the Merger will
be treated as a tax-free reorganization; and (g) shareholder resolution to
appoint to INVESCO's Board of Directors six AIM Management designees and a Board
resolution to appoint the seventh AIM Management designee having been passed and
not revoked.
The Merger Agreement may be terminated at any time prior to the Closing
Date (a) by written agreement of INVESCO and AIM Management, (b) by written
notice by AIM Management or INVESCO to the other after June 1, 1997 or (c) under
other circumstances set forth in the Merger Agreement. In certain circumstances
occurring on or before September 30, 1997, a termination fee will be payable by
the party in respect of which such circumstances have occurred.
13
<PAGE> 19
In connection with the Merger, the following agreements, each to be
effective upon the closing of the Merger, have been or will be executed:
Employment Agreements. Following the Merger, the current officers of
AIM Management will be the officers of the successor to AIM Management and
the directors of the successor to AIM Management will be four of the
current directors of AIM Management. Senior management and key employees of
AIM Management have entered into employment agreements which will commence
when the Merger is consummated and will continue for initial terms ranging
from one year to four years. All of the employment agreements contain
covenants not to compete extending for at least one year after termination
of employment. Approximately thirty current employees of AIM Management
have entered into such employment agreements with INVESCO.
Voting Agreement. Certain AIM Management shareholders and their
spouses, the current directors of INVESCO and proposed directors of INVESCO
have agreed to vote as directors and as shareholders to ensure that: (a)
the INVESCO Board will have fifteen members, consisting of four executive
directors and three non-executive directors designated by INVESCO's current
senior management, four executive directors and three non-executive
directors designated by AIM Management's current senior management and a
Chairman; (b) the initial Chairman will be Charles W. Brady (INVESCO's
current Chairman) and the initial Vice Chairman will be Charles T. Bauer
(AIM Management's current Chairman); (c) the parties will vote at any
INVESCO shareholder meeting on resolutions (other than those in respect of
the election of directors) supported by two-thirds of the Board in the same
proportion as votes are cast by unaffiliated shareholders. The Voting
Agreement will terminate on the earlier of the fourth anniversary of the
Closing Date and the date on which a resolution proposed by an INVESCO-
designated Board member is approved by the INVESCO Board despite being
voted against by each AIM Management-designated Board member present at
such Board meeting.
Standstill Agreement and Transfer Restriction Agreements. Certain AIM
Management shareholders and their spouses and certain other significant
shareholders of INVESCO have agreed under certain circumstances for a
maximum of five years not to engage in a number of specified activities
that might result in a change of the ownership or control positions of
INVESCO existing as of the Closing Date. AIM Management shareholders and
INVESCO's current chairman will be restricted in their ability to transfer
their shares of INVESCO for a period of up to five years.
TERMS OF THE ADVISORY AGREEMENTS
Although the Current Advisory Agreements have not terminated and the New
Advisory Agreements have not become effective, such Agreements (collectively,
the "Advisory Agreements") are described below as if they were both in effect.
Under the Advisory Agreements, AIM furnishes investment information and
advice and makes recommendations with respect to the purchase and sale of
investments based upon each Fund's investment policies. AIM has sole
responsibility for the investment decisions of each Fund, subject to the control
of the Board of Directors. The Advisory Agreements provide that, subject to the
approval of the Board of Directors and the shareholders of the applicable Fund,
AIM may delegate certain of its duties to a sub-advisor, provided that AIM shall
continue to supervise the performance of any such sub-advisor.
14
<PAGE> 20
The Advisory Agreements provide that all of the ordinary business expenses
incurred in the operations of each of the Funds and the offering of each of
their shares shall be paid by each such Fund. These expenses include brokerage
commissions, taxes, legal, accounting, auditing or governmental fees, custodian,
transfer agent and shareholder service agent costs.
The New Advisory Agreements also provide that a Company shall be entitled
to use the name "AIM" with respect to a Fund only so long as AIM serves as
investment manager or advisor to such Fund. Although some of the Current
Advisory Agreements presently have a similar provision, the provision in each of
the New Advisory Agreements will read as follows:
License Agreement. The Company shall have the non-exclusive right to use
the name "AIM" to designate any current or future series of shares only
so long as A I M Advisors, Inc. serves as investment manager or advisor
to the Company with respect to such series of shares.
Information with regard to the fees payable under each of the Advisory
Agreements and the aggregate advisory fees paid to AIM in each Fund's most
recently completed fiscal year is as set forth in Annex F.
Each Advisory Agreement may be terminated with respect to a Fund on 60 days
written notice without penalty by (i) the applicable Fund, (ii) the action of
the shareholders of the applicable Fund, (iii) the Board of Directors of the
applicable Company, or (iv) AIM. Each Advisory Agreement will terminate
automatically in the event of any assignment, as defined by the 1940 Act. The
Advisory Agreements continue from year to year with respect to a Fund so long as
their continuance is specifically approved at least annually either (i) by the
Board of Directors of the applicable Company or (ii) by the vote of a majority
of such Fund's outstanding voting securities, as defined by the 1940 Act,
provided that in either event the continuance is also approved by the vote of a
majority of the Directors of the Company who are not interested persons of the
Company or of AIM, cast in person at a meeting called for the purpose of voting
on such approval.
The Advisory Agreements provide that, upon the request of the Companies'
Boards of Directors, AIM may perform certain additional services on behalf of
the Funds. The Boards of Directors have approved, and the Funds have entered
into Master Administrative Services Agreements with AIM, pursuant to which AIM
has agreed to provide or arrange for the provision of certain accounting and
other administrative services to each Fund, including the services of a
principal financial officer of each Fund and related staff. As compensation to
AIM for its services under the Master Administrative Services Agreements, the
Funds reimburse AIM for expenses incurred by AIM or its affiliates in connection
with such services.
ADDITIONAL SERVICES PROVIDED BY AIM AND ITS AFFILIATES
As noted above, AIM provides administrative services to each of the Funds.
In addition, A I M Distributors, Inc. ("AIM Distributors"), a wholly-owned
subsidiary of AIM, serves as the principal underwriter for each of the classes
of the Companies. Shares of the Funds (other than ASF and AVIF) are generally
sold with an initial sales charge ("Class A Shares"), or with respect to some of
the Funds, subject to a contingent deferred sales charge ("Class B Shares").
Such sales charges are paid by investors. Shares of AVIF, which are offered only
to separate accounts of life insurance companies, and shares of ASF, which are
only offered through Summit Investers Plans, are sold without either an initial
or a contingent deferred sales charge.
15
<PAGE> 21
Each of the Funds (except for ASF, AVIF and the Intermediate Portfolio of
ATEF) has also adopted a distribution plan under Rule 12b-1 of the 1940 Act (a
"Plan") with respect to each of its retail classes, pursuant to which each such
Fund compensates AIM Distributors from a portion of such Fund's average daily
net assets attributable to each class of shares in connection with the
distribution of the respective class of shares and in connection with the
provision of ongoing services to shareholders of each class. AIM Distributors
reallows a portion of the Rule 12b-1 fees that it receives to the brokers,
dealers, agents and other service providers with whom it has entered into
agreements and who offer shares of each such Fund for sale or provide customers
or clients certain continuing personal services.
Each such Fund categorizes the first 0.25% per year of the Rule 12b-1 fees
that it pays to AIM Distributors attributable to the Class A Shares of the
respective Fund as a service fee for ongoing personal services. Any amount it
may pay to AIM Distributors in excess of such amount is characterized as an
asset-based sales charge.
AIM Distributors is authorized to advance to institutions through whom
Class B Shares are sold a sales commission under schedules established by AIM
Distributors. AIM Distributors (or its assignee or transferee) receives 0.75%
(of the total 1.00% payable under the distribution plan applicable to Class B
Shares) of each applicable Fund's average daily net assets attributable to those
Class B Shares sold through the sales efforts of AIM Distributors. The remaining
0.25% of each applicable Fund's average daily net assets attributable to Class B
Shares is paid to brokers, dealers, agents and other service providers as a
service fee for ongoing personal services.
The amounts payable by an applicable Fund under the Plans need not be
directly related to the expenses actually incurred by AlM Distributors on behalf
of each such Fund. Thus, even if AIM Distributors' actual expenses exceed the
fee payable to AIM Distributors thereunder at any given time, the applicable
Funds will not be obligated to pay more than that fee, and if AIM Distributors'
expenses are less than the fee it receives, AIM Distributors will retain the
full amount of the fee.
A I M Fund Services, Inc. ("AIM Services"), a wholly-owned subsidiary of
AIM, serves as transfer agent to each of the retail classes of AEF, AIF and
ATEF. State Street Bank and Trust Company, an entity which is not affiliated
with AIM, serves as transfer agent for ASF and AVIF.
Information with regard to the amount of fees paid by each Fund to AIM and
its affiliates for services provided other than under the Current Advisory
Agreements in each Fund's most recently completed fiscal year is set forth in
Annex D.
The agreements pursuant to which AIM provides administrative services to
the Funds and AIM Distributors serves as the Funds' principal underwriter will
terminate as a result of the Merger. The Board of Directors of each of the
Companies has approved new agreements, which are substantially identical to the
existing administrative services and distribution agreements, to take effect
upon consummation of the Merger. Under the 1940 Act, such agreements do not
require the approval of shareholders before they become effective. The agreement
pursuant to which AIM Services provides transfer agency services will not
terminate as a result of the Merger.
INFORMATION CONCERNING AIM
AIM serves as the investment advisor to each of the Funds. AIM was
organized in 1976 and, together with its affiliates, advises 38 investment
company portfolios constituting the AIM Funds and
16
<PAGE> 22
sub-advises one investment company portfolio. As of December 3, 1996, the total
assets of the AIM Funds were approximately $ . AIM is a wholly-owned
subsidiary of AIM Management. Certain of the Directors and officers of AIM are
also Directors and executive officers of the Companies, and their names,
principal occupations and affiliations are shown in the table under Proposal 1
and under "Executive Officers" in Annex E. Information regarding the AIM Funds,
including their total net assets and the fees received by AIM from such AIM
Funds for its services, is set forth in Annex F. The address of AIM, all of the
directors of AIM, AIM Distributors, AIM Services and AIM Management, is 11
Greenway Plaza, Suite 1919, Houston, Texas 77046-1173.
RECOMMENDATION OF DIRECTORS
The Board of Directors of each Company recommends that you vote FOR the
approval of the New Advisory Agreements.
PROPOSAL 3 --
APPROVAL OF SUB-ADVISORY AGREEMENT
Shareholders of ASF are being asked to approve a new Sub-Advisory Agreement
(the "New Sub-Advisory Agreement") between AIM and its sub-advisor, TradeStreet
Investment Associates, Inc. ("TradeStreet"). The New Sub-Advisory Agreement
contains no changes in its terms, conditions, or fees, nor does it contain any
changes in the way ASF is managed, advised or operated.
TradeStreet has served as sub-advisor to ASF since April 1, 1996, pursuant
to a sub-advisory agreement dated October 18, 1993 (the "Current Sub-Advisory
Agreement") originally with NationsBank of Texas, N.A. ("NationsBank of Texas").
TradeStreet is a wholly-owned subsidiary of NationsBank, N.A. TradeStreet
assumed the rights and duties of NationsBank of Texas under the Agreement as of
April 1, 1996. On May 14, 1996, the Board of Directors of ASF, including a
majority of the directors who are not interested persons of ASF or AIM, voted to
continue the Current Sub-Advisory Agreement for an additional year until June
30, 1997.
ASF is seeking shareholder approval of the New Sub-Advisory Agreement
because of the technical requirements of the 1940 Act that apply to the Merger
described above in Proposal 2. The Merger will result in a transfer of more than
25% of the outstanding voting shares of AIM Management, AIM's direct parent,
causing an "assignment" of the Current Advisory Agreement under the 1940 Act.
The Current Advisory Agreement provides that it will terminate automatically
upon its assignment, as required by the 1940 Act. The termination of the Current
Advisory Agreement effectively terminates the Current Sub-Advisory Agreement.
Shareholders are therefore being asked to approve the New Sub-Advisory
Agreement. The Merger will not have any effect on TradeStreet.
At a meeting held on December 10, 1996, the Board of Directors of ASF,
including a majority of the Independent Directors, approved, subject to
shareholder approval, the New Sub-Advisory Agreement. A copy of the form of the
New Sub-Advisory Agreement is attached hereto as Annex G. In approving the New
Sub-Advisory Agreement, the Board of Directors of ASF took into account the
Merger described above under "Merger of AIM Management and INVESCO." The
provisions of the Current Sub-Advisory Agreement and the New Sub-Advisory
Agreement are identical. A description of such agreements is provided below
under "Terms of the Sub-Advisory Agreement." Such description is only a summary
and is qualified by reference to the attached Annex G.
17
<PAGE> 23
If the conditions to the Merger are not met or waived or if the Merger
Agreement is terminated, the Merger will not be consummated, and the Current
Sub-Advisory Agreement will remain in effect. If the New Sub-Advisory Agreement
is approved, and the Merger is thereafter consummated, the New Sub-Advisory
Agreement will be executed and become effective on the Closing Date. In the
event that the New Sub-Advisory Agreement is not approved and the Merger is
consummated, the Board of Directors of ASF will determine what action to take,
in any event subject to the approval of shareholders of ASF.
TERMS OF THE SUB-ADVISORY AGREEMENT
Although the Current Sub-Advisory Agreement has not terminated and the New
Sub-Advisory Agreement is not yet in effect, the agreements (collectively, the
"Sub-Advisory Agreement") are described below as if they were both in effect.
Under the Sub-Advisory Agreement, TradeStreet provides investment research
and advisory services to ASF under the supervision of AIM and subject to the
approval and direction of the Board of Directors of ASF. As compensation for
TradeStreet's services under the Sub-Advisory Agreements, AIM pays to
TradeStreet an annual fee equal to 0.50% of the first $10 million of the Fund's
average daily net assets, 0.35% of the next $140 million of the Fund's average
daily net assets, 0.225% of the next $550 million of the Fund's average daily
net assets and 0.15% of the Fund's average daily net assets in excess of $700
million. For ASF's most recent fiscal year, TradeStreet and its predecessor,
NationsBank of Texas, received aggregate fees in the amount of $2,442,907.
The Sub-Advisory Agreement may be terminated without penalty by (i) ASF,
(ii) the action of the shareholders of ASF, (iii) the Board of Directors of ASF,
or (iv) AIM, or TradeStreet, on 60 days' written notice. The notice provision
may be waived by either party. The Sub-Advisory Agreement will terminate
automatically in the event of any assignment, as defined by the 1940 Act. The
Sub-Advisory Agreement continues from year to year so long as its continuance is
specifically approved at least annually either (i) by the Board of Directors of
ASF or (ii) by the vote of a majority of ASF's outstanding voting securities, as
defined by the 1940 Act, provided that in either event the continuance is also
approved by the vote of a majority of the Directors of ASF who are not
interested persons of ASF or of AIM, cast in person at a meeting called for the
purpose of voting on such approval.
INFORMATION CONCERNING TRADESTREET
TradeStreet was formed on January 1, 1996, and is a wholly-owned,
registered investment advisory subsidiary of NationsBank, N.A. TradeStreet
employs over 80 investment professionals who, as of November 18, 1996, managed
approximately $37 billion. TradeStreet services over 140 institutional clients
and, as of November 18, 1996, acted as sub-advisor to 46 mutual funds. While AIM
determines the core stocks and the emerging growth stocks to be purchased or
sold by ASF, TradeStreet, under AIM's supervision, determines the value-oriented
stocks to be purchased or sold by the Fund. Information with regard to the
directors and executive officers of TradeStreet is set forth in Annex H.
RECOMMENDATION OF DIRECTORS
The Board of Directors of ASF recommends that you vote FOR the approval of
the New Sub-Advisory Agreement.
18
<PAGE> 24
PROPOSAL 4 --
ELIMINATION OF THE FUNDAMENTAL INVESTMENT POLICY
RESTRICTING INVESTMENTS IN OTHER INVESTMENT COMPANIES
AND AMENDMENT OF CERTAIN RELATED FUNDAMENTAL
INVESTMENT POLICIES
The Boards of Directors of AEF (with respect to its AIM Capital Development
Fund series), AIF, ASF, ATEF and AVIF propose the elimination and/or the
modification of certain fundamental investment policies that restrict such
Funds' ability to invest in other investment companies. The specific changes
proposed are described below. This proposal does not apply to AIM Blue Chip
Fund, a series portfolio of AEF.
Section 12 of the 1940 Act generally prohibits each Fund from (i) owning
more than 3% of the total outstanding voting stock of any other investment
company; (ii) investing more than 5% of its total assets in the securities of
any one other investment company; and (iii) investing more than 10% of its total
assets (in the aggregate) in the securities of other investment companies.
The Boards of Directors may authorize AIM and the Companies to seek
exemptive relief from the Securities and Exchange Commission ("SEC") to permit
the Funds to purchase securities of other investment companies in excess of the
limitations imposed by Section 12 of the 1940 Act (exemptive orders granted with
respect to such Funds are referred to herein collectively as the "Exemptive
Orders"). The investment companies in which the Funds may invest pursuant to the
Exemptive Orders are referred to herein collectively as the "Exemptive Order
Funds."
The Companies and AIM may seek Exemptive Orders because they believe each
Fund can effectively invest in certain other types of securities through pooled
investment vehicles such as the Exemptive Order Funds. By pooling their
investments in such securities, the Funds may have the ability to invest in a
wider range of issuers, industries and markets, thereby seeking to decrease
volatility and risk while at the same time providing greater liquidity than a
Fund would have available to it investing in such securities by itself. Pooling
investments may also allow the Funds to increase the efficiency of portfolio
management by permitting each Fund's portfolio manager to concentrate on those
investments that constitute the bulk of the Fund's assets and not spend a
disproportionate amount of time on specialized areas. The Companies may seek
Exemptive Orders to permit, among other things, investments by the Funds for
cash management purposes in money market funds advised by AIM, implementation of
a master/feeder fund structure or investments in a separate small capitalization
or initial public offering fund.
If the proposed elimination of the Funds' restrictions on investments in
other investment companies is approved, each Fund may invest in securities of an
Exemptive Order Fund only to the extent consistent with the respective Fund's
investment objectives and policies as set forth from time to time in its
registration statement.
In connection with obtaining Exemptive Orders, AIM may agree to waive fees
applicable to the Funds to the extent that the assets of the Funds are invested
in Exemptive Order Funds, and collect fees from the Exemptive Order Funds. Other
expenses incurred by the Exemptive Order Funds (such as audit and custodial
fees) will be borne by them, and thus indirectly by the Funds. AIM believes that
these indirect expenses will be offset by the benefits to the Funds of pooling
their investments.
19
<PAGE> 25
ATEF, AVIF (except the AIM V.I. International Equity Fund series) currently
have fundamental investment restrictions that prohibit them from purchasing
securities issued by other investment companies. ASF and AIM V.I. International
Equity Fund have a fundamental policy prohibiting them from investing in other
investment companies in excess of the percentage limitation imposed by Section
12 of the 1940 Act. In order to take full advantage of any exemptive relief that
may be granted by the SEC and to invest in shares of the Exemptive Order Funds
in excess of the percentage limitations imposed by Section 12, each such Fund is
seeking shareholder approval to eliminate these investment restrictions.
Some of the Funds currently have other fundamental investment restrictions
that may prohibit each such Fund from taking full advantage of the Exemptive
Orders. These fundamental restrictions may include one or more of the following:
1. Diversification. AIM Capital Development Fund, a series portfolio of
AEF, and each series portfolio of AIF and AVIF are prohibited from
investing more than 5% of their assets in securities of a single issuer
or holding more than 10% of the outstanding voting securities of an
issuer, except that such Funds may invest up to 25% of all assets
without regard to such restrictions. As an operational matter, AIM V.I.
Money Market Fund will invest no more than 5% of the value of its total
assets in securities, other than U.S. Government Securities, of any one
issuer except that it may exceed this limit to the extent permitted by
Rule 2a-7 under the 1940 Act.
2. Control. ASF and AVIF are prohibited from making investments for the
purpose of exercising control or participation in management. The 1940
Act deems a person to have presumptive control over another person if it
beneficially owns more than 25% of the other person's voting securities.
From time to time, such Funds may desire to (i) invest more than 25% of
their assets in one or more Exemptive Order Funds or (ii) own more than 25% of
the voting securities of one or more Exemptive Order Funds.
The foregoing restrictions may be worded differently from Fund to Fund, but
the substance of the restrictions is as set forth above. Additional information
regarding a Fund's fundamental investment restrictions may be obtained without
cost by telephoning AIM at 1-800-347-4246 and requesting a copy of the Fund's
Statement of Additional Information.
In order to take full advantage of the Exemptive Orders, each Fund subject
to one or more of the foregoing investment restrictions seeks shareholder
approval to amend such restrictions by adding the following exception to each
restriction:
. . . , except that the [name of the applicable Fund] may purchase
securities of other investment companies to the extent permitted by
applicable law or exemptive order.
The elimination of the fundamental investment policy restricting
investments in other investment companies and the amendments to the related
fundamental investment policies would become effective March 1, 1997, if
approved by shareholders at the Annual Meeting. These changes are not related to
the Merger described in Proposal 2. Shareholders are being asked to consider
such amendments at this time because the Companies do not regularly hold annual
shareholder meetings. AIM believes that submitting this proposal together with
Proposal 2 may reduce the expenses incurred
20
<PAGE> 26
by each Fund in connection with soliciting approval of this proposal because the
Companies will not be required to hold a separate meeting.
RECOMMENDATION OF DIRECTORS
The Board of Directors of each Company recommends that you vote FOR the
proposal to eliminate the fundamental investment policy restricting investments
in other investment companies and to amend certain related fundamental
investment policies.
PROPOSAL 5 --
ELIMINATION OF FUNDAMENTAL INVESTMENT POLICY ON INVESTMENTS IN
COMPANIES WITH LESS THAN THREE YEARS OF CONTINUOUS OPERATIONS
The Board of Directors of AIF proposes to eliminate the fundamental
investment policy that AIM International Equity Fund, a series portfolio of AIF,
may not:
invest in securities of an issuer (including predecessors and unconditional
guarantors) which has a record of less than three years of continuous
operations.
Companies which, together with their predecessors, have been in business
for less than three years are often referred to as "unseasoned issuers." The
Fund wishes to purchase securities of unseasoned issuers because such securities
may provide opportunities for long-term capital growth. Greater risks are
associated with investments in securities of unseasoned issuers than in the
securities of more established companies because unseasoned issuers have only a
brief operating history and may have more limited markets and financial
resources. As a result, securities of unseasoned issuers tend to be more
volatile than securities of more established companies. The Board of Directors
of AIF and AIM nonetheless believe that the potential benefits to shareholders
of permitting AIF to invest in unseasoned issuers outweighs the marginal
increase in risk that AIF would incur in making such investments. In addition,
elimination of this policy will permit AIF to invest in Exemptive Order Funds,
as described in Proposal 4, if such Exemptive Order Funds have been operating
for less than three years.
The elimination of the fundamental investment policy on investments in
companies with less than three years of continuous operations would become
effective March 1, 1997, if approved by shareholders at the Annual Meeting. This
change is not related to the Merger described in Proposal 2. Shareholders are
being asked to consider such amendments at this time because the Funds do not
regularly hold annual shareholder meetings. AIM believes that submitting this
proposal together with Proposal 2 may reduce the expenses incurred by each Fund
in connection with soliciting approval of this proposal because the Companies
will not be required to hold a separate meeting.
RECOMMENDATION OF DIRECTORS
The Board of Directors of AIF recommends that you vote FOR the elimination
of AIM International Equity Fund's fundamental investment policy on investments
in companies with less than three years of continuous operations.
21
<PAGE> 27
PROPOSAL 6 --
RATIFICATION OF SELECTION OF
KPMG PEAT MARWICK LLP AS INDEPENDENT ACCOUNTANTS
The Board of Directors of each of AEF, AIF, ASF and ATEF, including a
majority of the Independent Directors, has selected KPMG Peat Marwick LLP as
independent accountants for the fiscal years ending in 1997 to examine and
verify the accounts and securities of the series portfolios of AEF, AIF, ASF and
ATEF, and to report thereon to the Board and its shareholders. This selection
will be submitted for ratification at the Annual Meeting. A representative of
such firm is expected to be present at the meeting.
RECOMMENDATION OF DIRECTORS
The Board of Directors of each of AEF, AIF, ASF and ATEF recommends that
you vote FOR ratification of the selection of KPMG Peat Marwick LLP as the
independent accountants.
PROPOSAL 7 --
RATIFICATION OF SELECTION OF
TAIT, WELLER & BAKER, AS INDEPENDENT ACCOUNTANTS
The Board of Directors of AVIF, including a majority of the directors who
are not interested persons of such Fund or AIM, has selected Tait, Weller &
Baker as independent accountants for the fiscal year ending in 1997 to examine
and verify the accounts and securities of the series portfolios of AVIF, and to
report thereon to the Board and its shareholders. This selection will be
submitted for ratification at the Annual Meeting. A representative of such firm
is [not] expected to be present at the meeting.
RECOMMENDATION OF DIRECTORS
The Board of Directors of AVIF recommends that you vote FOR ratification of
the selection of Tait, Weller & Baker as the independent accountants.
GENERAL INFORMATION
EXECUTIVE OFFICERS OF EACH OF THE COMPANIES
Information regarding the executive officers of each of the Companies is
set forth in Annex E.
SECURITY OWNERSHIP OF MANAGEMENT AND 5% HOLDERS
Information regarding ownership of each of the Fund's shares by Directors
and executive officers and 5% holders of each class of such Fund is set forth in
Annex I.
PROXY SOLICITATION
The Companies have engaged the services of Shareholder Communications
Corporation ("SCC") to assist them in the solicitation of proxies for the Annual
Meeting. It is estimated that the cost of
22
<PAGE> 28
SCC's services will be approximately [$25,000]. The cost of soliciting proxies
will be borne in part by AIM and in part by the AIM Funds. The Companies expect
to solicit proxies principally by mail, but the Companies or SCC may also
solicit proxies by telephone, facsimile or personal interview. The Funds may
also reimburse firms and others for their expenses in forwarding solicitation
materials to the beneficial owners of shares of the Funds.
SHAREHOLDER PROPOSALS
As a general matter, each Company does not hold regular annual meetings of
shareholders. Any shareholder who wishes to submit proposals for consideration
at a shareholders' meeting of such shareholder's Fund should send such proposal
to the Company at the address set forth on the first page of this proxy
statement. To be considered for presentation at a shareholders' meeting,
proposals must be received a reasonable time before a solicitation is made.
OTHER BUSINESS
The management knows of no business to be presented to the Annual Meeting
other than the matters set forth in this proxy statement.
By order of the Boards of
Directors,
Charles T. Bauer
Chairman of the Board of Directors
December 20, 1996
23
<PAGE> 29
ANNEX A
NUMBER OF SHARES OUTSTANDING ON DECEMBER 3, 1996
FOR EACH SERIES PORTFOLIO OF AEF, AIF, ASF, ATEF AND AVIF
AIM EQUITY FUNDS, INC.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND DECEMBER 3, 1996
- -------------------------------------------------------------------------- ----------------
<S> <C>
AIM Aggressive Growth Fund................................................
AIM Blue Chip Fund........................................................
AIM Capital Development Fund..............................................
AIM Charter Fund..........................................................
AIM Constellation Fund....................................................
AIM Weingarten Fund.......................................................
----------------
TOTAL-AIM EQUITY FUNDS, INC..........................................
===============
</TABLE>
AIM INTERNATIONAL FUNDS, INC.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND DECEMBER 3, 1996
- -------------------------------------------------------------------------- ----------------
<S> <C>
AIM Global Aggressive Growth Fund.........................................
AIM Global Growth Fund....................................................
AIM Global Income Fund....................................................
AIM International Equity Fund.............................................
----------------
TOTAL-AIM INTERNATIONAL FUNDS, INC...................................
===============
</TABLE>
AIM SUMMIT FUND, INC.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND DECEMBER 3, 1996
- -------------------------------------------------------------------------- ----------------
<S> <C>
AIM Summit Fund, Inc......................................................
-----------
TOTAL-AIM SUMMIT FUND, INC...........................................
===========
</TABLE>
24
<PAGE> 30
AIM TAX-EXEMPT FUNDS, INC.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND DECEMBER 3, 1996
- -------------------------------------------------------------------------- ----------------
<S> <C>
AIM Tax-Exempt Bond Fund of Connecticut...................................
AIM Tax-Exempt Cash Fund..................................................
Intermediate Portfolio....................................................
-----------
TOTAL-AIM TAX-EXEMPT FUNDS, INC......................................
===========
</TABLE>
AIM VARIABLE INSURANCE FUNDS, INC.
<TABLE>
<CAPTION>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND DECEMBER 3, 1996
- -------------------------------------------------------------------------- ----------------
<S> <C>
AIM V.I. Capital Appreciation Fund........................................
AIM V.I. Diversified Income Fund..........................................
AIM V.I. Global Utilities Fund............................................
AIM V.I. Government Securities Fund.......................................
AIM V.I. Growth Fund......................................................
AIM V.I. Growth and Income Fund...........................................
AIM V.I. International Equity Fund........................................
AIM V.I. Money Market Fund................................................
AIM V.I. Value Fund.......................................................
-----------
TOTAL-AIM VARIABLE INSURANCE FUNDS, INC..............................
===========
</TABLE>
25
<PAGE> 31
ANNEX B
DATES OF ADVISORY AGREEMENTS
<TABLE>
<CAPTION>
DATE LAST DATE SINCE AIM
SUBMITTED TO HAS SERVED AS
A VOTE OF INVESTMENT
NAME OF COMPANY AND FUND INVESTMENT ADVISORY AGREEMENT SHAREHOLDERS ADVISOR
- -------------------------------------- -------------------------------------- -------------- ----------------
<S> <C> <C> <C>
AIM EQUITY FUNDS, INC.
AIM Blue Chip Fund Master Investment Advisory Agreement March 11, March 12, 1996
dated October 18, 1993, as amended by 1996**
Amendment No. 1, dated November 14,
1994, as amended by Amendment No. 2,
dated March 12, 1996
AIM Capital Development Fund Master Investment Advisory Agreement March 11, March 12, 1996
dated October 18, 1993, as amended by 1996**
Amendment No. 1, dated November 14,
1994, as amended by Amendment No. 2,
dated March 12, 1996
AIM INTERNATIONAL FUNDS, INC.
AIM International Equity Fund Master Investment Advisory Agreement September 27, November 8, 1991
dated October 18, 1993 1993*
AIM Global Aggressive Growth Fund Master Investment Advisory Agreement July 1, 1994** July 1, 1994
dated July 1, 1994
AIM Global Growth Fund Master Investment Advisory Agreement July 1, 1994** July 1, 1994
dated July 1, 1994
AIM Global Income Fund Master Investment Advisory Agreement July 1, 1994** July 1, 1994
dated July 1, 1994
AIM SUMMIT FUND, INC. Investment Advisory Agreement dated September 27, October 5, 1988
October 18, 1993 1993*
AIM TAX-EXEMPT FUNDS, INC.
AIM Tax-Exempt Bond Fund of
Connecticut Master Investment Advisory Agreement August 6, June 30, 1992
dated October 18, 1993 1993**
AIM Tax-Exempt Cash Fund Master Investment Advisory Agreement August 6, June 30 1992
dated October 18, 1993 1993**
Intermediate Portfolio Master Investment Advisory Agreement August 6, May 11, 1987
dated October 18, 1993 1993**
</TABLE>
- ---------------
<TABLE>
<S> <C> <C> <C>
* The Current Advisory Agreement was last submitted to a vote of shareholders in 1993, as a result of a
reorganization of several AIM Funds and the recapitalization of A I M Management Group Inc.
** The Current Advisory Agreement was submitted to a vote of the initial shareholder of the Fund prior to
commencement of operations.
</TABLE>
26
<PAGE> 32
<TABLE>
<CAPTION>
DATE LAST DATE SINCE AIM
SUBMITTED TO HAS SERVED AS
A VOTE OF INVESTMENT
NAME OF COMPANY AND FUND INVESTMENT ADVISORY AGREEMENT SHAREHOLDERS ADVISOR
- -------------------------------------- -------------------------------------- -------------- ----------------
<S> <C> <C> <C>
AIM VARIABLE INSURANCE FUNDS, INC.
AIM V.I. Capital Appreciation Fund Master Investment Advisory Agreement September 27, March 31, 1993
dated October 18, 1993, as amended by 1993*
Amendment to Appendix A, dated April
28, 1994
AIM V.I. Diversified Income Fund Master Investment Advisory Agreement September 27, March 31, 1993
dated October 18, 1993, as amended by 1993*
Amendment to Appendix A, dated April
28, 1994
AIM V.I. Global Utilities Fund Master Investment Advisory Agreement May 1, 1994** April 28, 1994
dated October 18, 1993, as amended by
Amendment to Appendix A, dated April
28, 1994
AIM V.I. Government Securities Fund Master Investment Advisory Agreement September 27, March 31, 1993
dated October 18, 1993, as amended by 1993*
Amendment to Appendix A, dated April
28, 1994
AIM V.I. Growth Fund Master Investment Advisory Agreement September 27, March 31, 1993
dated October 18, 1993, as amended by 1993*
Amendment to Appendix A, dated April
28, 1994
AIM V.I. Growth and Income Fund Master Investment Advisory Agreement May 1, 1994** April 28, 1994
dated October 18, 1993, as amended by
Amendment to Appendix A, dated April
28, 1994
AIM V.I. International Equity Fund Master Investment Advisory Agreement September 27, March 31, 1993
dated October 18, 1993, as amended by 1993*
Amendment to Appendix A, dated April
28, 1994
AIM V.I. Money Market Fund Master Investment Advisory Agreement September 27, March 31, 1993
dated October 18, 1993, as amended by 1993*
Amendment to Appendix A, dated April
28, 1994
</TABLE>
- ---------------
<TABLE>
<S> <C> <C> <C>
* The Current Advisory Agreement was last submitted to a vote of shareholders in 1993, as a result of a
reorganization of several AIM Funds and the recapitalization of A I M Management Group Inc.
** The Current Advisory Agreement was submitted to a vote of the initial shareholder of the Fund prior to
commencement of operations.
</TABLE>
27
<PAGE> 33
<TABLE>
<CAPTION>
DATE LAST DATE SINCE AIM
SUBMITTED TO HAS SERVED AS
A VOTE OF INVESTMENT
NAME OF COMPANY AND FUND INVESTMENT ADVISORY AGREEMENT SHAREHOLDERS ADVISOR
- -------------------------------------- -------------------------------------- -------------- ----------------
<S> <C> <C> <C>
AIM V.I. Value Fund Master Investment Advisory Agreement September 27, March 31, 1993
dated October 18, 1993, as amended by 1993*
Amendment to Appendix A, dated April
28, 1994
</TABLE>
- ---------------
<TABLE>
<S> <C> <C> <C>
* The Current Advisory Agreement was last submitted to a vote of shareholders in 1993, as a result of a
reorganization of several AIM Funds and the recapitalization of A I M Management Group Inc.
</TABLE>
28
<PAGE> 34
ANNEX C
[NAME OF COMPANY]
MASTER INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this .... day of ........ .., 1997, by and between
[Name of Company], a Maryland Corporation (the "Company"), with respect to its
series of shares shown on the Appendix A attached hereto, as the same may be
amended from time to time, and A I M Advisors, Inc., a Delaware corporation (the
"Advisor").
RECITALS
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end, diversified management
investment company, consisting of one or more investment portfolios;
WHEREAS, the Advisor is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment advisor and engages in
the business of acting as an investment advisor;
WHEREAS, the Company's charter authorizes the Board of Directors of the
Company to classify or reclassify authorized but unissued shares of the Company,
and as of the date of this Agreement, the Company's Board of Directors has
authorized the issuance of [ ] series of shares representing interests in
[ ] investment portfolios (such portfolios and any other portfolios
hereafter added to the Company being referred to individually herein as a
"Fund," collectively herein as the "Funds"); and
WHEREAS, the Company and the Advisor desire to enter into an agreement to
provide for investment advisory services to the Funds upon the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:
1. Advisory Services. The Advisor shall act as investment advisor for the
Funds and shall, in such capacity, supervise all aspects of the Funds'
operations, including the investment and reinvestment of cash, securities or
other properties comprising the Funds' assets, subject at all times to the
policies and control of the Company's Board of Directors. The Advisor shall give
the Company and the Funds the benefit of its best judgment, efforts and
facilities in rendering its services as investment advisor.
2. Investment Analysis and Implementation. In carrying out its obligations
under Section 1 hereof, the Advisor shall:
(a) supervise all aspects of the operations of the Funds;
(b) obtain and evaluate pertinent information about significant
developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the Funds,
and whether concerning the individual issuers whose securities are included
in the assets of the Funds or the activities in which such issuers engage,
or with respect to securities which the Advisor considers desirable for
inclusion in the Funds' assets;
29
<PAGE> 35
(c) determine which issuers and securities shall be represented in the
Funds' investment portfolios and regularly report thereon to the Company's
Board of Directors; and
(d) formulate and implement continuing programs for the purchases and
sales of the securities of such issuers and regularly report thereon to the
Company's Board of Directors;
and take, on behalf of the Company and the Funds, all actions which appear to
the Company and the Funds necessary to carry into effect such purchase and sale
programs and supervisory functions as aforesaid, including but not limited to
the placing of orders for the purchase and sale of securities for the Funds.
3. Delegation of Responsibilities. Subject to the approval of the Board of
Directors and the shareholders of the Funds, the Advisor may delegate to a
sub-advisor certain of its duties enumerated in Section 2 hereof, provided that
the Advisor shall continue to supervise the performance of any such sub-advisor.
4. Control by Board of Directors. Any investment program undertaken by the
Advisor pursuant to this Agreement, as well as any other activities undertaken
by the Advisor on behalf of the Funds, shall at all times be subject to any
directives of the Board of Directors of the Company.
5. Compliance with Applicable Requirements. In carrying out its obligations
under this Agreement, the Advisor shall at all times conform to:
(a) all applicable provisions of the 1940 Act and the Advisers Act and
any rules and regulations adopted thereunder;
(b) the provisions of the registration statement of the Company, as
the same may be amended from time to time under the Securities Act of 1933
and the 1940 Act;
(c) the provisions of the corporate charter of the Company, as the
same may be amended from time to time;
(d) the provisions of the by-laws of the Company, as the same may be
amended from time to time; and
(e) any other applicable provisions of state, federal or foreign law.
6. Broker-Dealer Relationships. The Advisor is responsible for decisions to
buy and sell securities for the Funds, broker-dealer selection, and negotiation
of brokerage commission rates. The Advisor's primary consideration in effecting
a security transaction will be to obtain execution at the most favorable price.
In selecting a broker-dealer to execute each particular transaction, the Advisor
will take the following into consideration: the best net price available; the
reliability, integrity and financial condition of the broker-dealer; the size of
and the difficulty in executing the order; and the value of the expected
contribution of the broker-dealer to the investment performance of the Funds on
a continuing basis. Accordingly, the price to the Funds in any transaction may
be less favorable than that available from another broker-dealer if the
difference is reasonably justified by other aspects of the portfolio execution
services offered. Subject to such policies as the Board of Directors may from
time to time determine, the Advisor shall not be deemed to have acted unlawfully
or to have breached any duty created by this Agreement or otherwise solely by
reason of its having caused the Funds to pay a broker or dealer that provides
brokerage and research services to the Advisor an amount of
30
<PAGE> 36
commission for effecting a portfolio investment transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction, if the Advisor determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either that
particular transaction or the Advisor's overall responsibilities with respect to
a particular Fund, other Funds of the Company, and to other clients of the
Advisor as to which the Advisor exercises investment discretion. The Advisor is
further authorized to allocate the orders placed by it on behalf of the Funds to
such brokers and dealers who also provide research or statistical material, or
other services to the Funds, to the Advisor, or to any sub-advisor. Such
allocation shall be in such amounts and proportions as the Advisor shall
determine and the Advisor will report on said allocations regularly to the Board
of Directors of the Company indicating the brokers to whom such allocations have
been made and the basis therefor. In making decisions regarding broker-dealer
relationships, the Advisor may take into consideration the recommendations of
any sub-advisor appointed to provide investment research or advisory services in
connection with the Funds, and may take into consideration any research services
provided to such sub-advisor by broker-dealers.
7. Compensation. The Company shall pay the Advisor as compensation for
services rendered to a Fund hereunder an annual fee, payable monthly, based upon
the average daily net assets of such Fund as the same is set forth in Appendix A
attached hereto. Such compensation shall be paid solely from the assets of such
Fund. The average daily net asset value of the Funds shall be determined in the
manner set forth in the corporate charter and registration statement of the
Company, as amended from time to time.
8. Additional Services. Upon the request of the Company's Board of
Directors, the Advisor may perform certain accounting, shareholder servicing or
other administrative services on behalf of the Funds which are not required by
this Agreement. Such services will be performed on behalf of the Funds and the
Advisor may receive from the Funds such reimbursement for costs or reasonable
compensation for such services as may be agreed upon between the Advisor and the
Company's Board of Directors based on a finding by the Board of Directors that
the provision of such services by the Advisor is in the best interests of the
Company and its shareholders. Payment or assumption by the Advisor of any Fund
expense that the Advisor is not otherwise required to pay or assume under this
Agreement shall not relieve the Advisor of any of its obligations to the Funds
nor obligate the Advisor to pay or assume any similar Fund expense on any
subsequent occasions. Such services may include, but are not limited to:
(a) the services of a principal financial officer of the Company
(including applicable office space, facilities and equipment) whose normal
duties consist of maintaining the financial accounts and books and records
of the Company and the Funds, including the review and calculation of daily
net asset value and the preparation of tax returns; and the services
(including applicable office space, facilities and equipment) of any of the
personnel operating under the direction of such principal financial
officer;
(b) the services of staff to respond to shareholder inquiries
concerning the status of their accounts; providing assistance to
shareholders in exchanges among the mutual funds managed or advised by the
Advisor; changing account designations or changing addresses; assisting in
the purchase or redemption of shares; supervising the operations of the
custodian, transfer agent(s) or dividend disbursing agent(s) for the Funds;
or otherwise providing services to shareholders of the Funds; and
31
<PAGE> 37
(c) such other administrative services as may be furnished from time
to time by the Advisor to the Company or the Funds at the request of the
Company's Board of Directors.
9. Expenses of the Funds. All of the ordinary business expenses incurred in
the operations of the Funds and the offering of their shares shall be borne by
the Funds unless specifically provided otherwise in this Agreement. These
expenses borne by the Funds include but are not limited to brokerage
commissions, taxes, legal, accounting, auditing, or governmental fees, the cost
of preparing share certificates, custodian, transfer and shareholder service
agent costs, expenses of issue, sale, redemption and repurchase of shares,
expenses of registering and qualifying shares for sale, expenses relating to
directors and shareholder meetings, the cost of preparing and distributing
reports and notices to shareholders, the fees and other expenses incurred by the
Company on behalf of the Funds in connection with membership in investment
company organizations and the cost of printing copies of prospectuses and
statements of additional information distributed to the Funds' shareholders.
10 Expense Limitation. [This section not applicable to AIM Variable
Insurance Funds, Inc. If, for any fiscal year, the total of all ordinary
business expenses of the Funds, including all investment advisory fees, but
excluding brokerage commissions and fees, taxes, interest and extraordinary
expenses, such as litigation, would exceed the applicable expense limitations
imposed by state securities regulations in any state in which the Funds' shares
are qualified for sale, as such limitations may be raised or lowered from time
to time, the aggregate of all such investment advisory fees shall be reduced by
the amount of such excess. The amount of any such reduction to be borne by the
Advisor shall be deducted from the monthly investment advisory fee otherwise
payable to the Advisor during such fiscal year. If required pursuant to such
state securities regulations, the Advisor will, not later than the last day of
the first month of the next succeeding fiscal year, reimburse the Funds for any
such annual operating expenses (after reduction of all investment advisory fees
in excess of such limitation). For the purposes of this paragraph, the term
"fiscal year" shall exclude the portion of the current fiscal year which shall
have elapsed prior to the date hereof and shall include the portion of the then
current fiscal year which shall have elapsed at the date of termination of this
Agreement. The application of expense limitations shall be applied to each Fund
of the Company separately unless the laws or regulations of any state shall
require that the expense limitations be imposed with respect to the Company as a
whole.]
11. Non-Exclusivity. The services of the Advisor to the Company and the
Funds are not to be deemed to be exclusive, and the Advisor shall be free to
render investment advisory and administrative or other services to others
(including other investment companies) and to engage in other activities. It is
understood and agreed that officers or directors of the Advisor may serve as
officers or directors of the Company, and that officers or directors of the
Company may serve as officers or directors of the Advisor to the extent
permitted by law; and that the officers and directors of the Advisor are not
prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors
or trustees of any other firm or trust, including other investment advisory
companies.
12. Term and Approval. This Agreement shall become effective with respect
to a Fund if approved by the shareholders of each of such Fund, and if so
approved, this Agreement shall thereafter continue in force and effect until
, 1999, and may be continued from year to year thereafter, provided
that the continuation of the Agreement is specifically approved at least
annually;
32
<PAGE> 38
(a) (i) by the Company's Board of Directors or (ii) by the vote of "a
majority of the outstanding voting securities" of such Fund (as defined in
Section 2(a)(42) of the 1940 Act); and
(b) by the affirmative vote of a majority of the directors who are not
parties to this Agreement or "interested persons" (as defined in the 1940
Act) of a party to this Agreement (other than as Company directors), by
votes cast in person at a meeting specifically called for such purpose.
13. Termination. This Agreement may be terminated as to the Company or as
to any one or more of the Funds at any time, without the payment of any penalty,
by vote of the Company's Board of Directors or by vote of a majority of the
outstanding voting securities of the applicable Fund, or by the Advisor, on
sixty (60) days' written notice to the other party. The notice provided for
herein may be waived by the party entitled to receipt thereof. This Agreement
shall automatically terminate in the event of its assignment, the term
"assignment" for purposes of this paragraph having the meaning defined in
Section 2(a)(4) of the 1940 Act.
14. Liability of Advisor and Indemnification. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations or
duties hereunder on the part of the Advisor or any of its officers, directors or
employees, the Advisor shall not be subject to liability to the Company or to
the Funds or to any shareholder of the Funds for any act or omission in the
course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security. [The
following provision is applicable only to AIF, ASF and AVIF. In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Advisor or any officer,
director or employee of the Advisor, the Company hereby agrees to indemnify and
hold the Advisor harmless from and against all claims, actions, suits, and
proceedings at law or in equity, whether brought or asserted by a private party
or a governmental agency, instrumentality or entity of any kind, relating to the
sale, purchase, pledge of, advertisement of, or solicitation of sales or
purchases of any security (whether of a Fund or otherwise) by the Company, its
officers, directors, employees or agents in alleged violation of applicable
federal, state or foreign laws, rules or regulations.]
15. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered, telecopied or mailed postage paid, to the party
entitled to receipt thereof at such address as such party may designate for the
receipt of such notice. Until further notice to the other party, it is agreed
that the address of the Company shall be and that of the Advisor shall be Eleven
Greenway Plaza, Suite 1919, Houston, Texas 77046.
16. Questions of Interpretation. Any question of interpretation of any term
or provision of this Agreement having a counterpart in or otherwise derived from
a term or provision of the 1940 Act or the Advisers Act shall be resolved by
reference to such term or provision of the 1940 Act or the Advisers Act and to
interpretations thereof, if any, by the United States Courts or in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the Securities and Exchange Commission issued pursuant to said Acts. In
addition, where the effect of a requirement of the 1940 Act or the Advisers Act
reflected in any provision of the Agreement is revised by rule, regulation or
order of the Securities and Exchange Commission, such provision shall be deemed
to incorporate the effect of such rule, regulation or order. [The following
provision is applicable only to
33
<PAGE> 39
AIF. Subject to the foregoing, this Agreement shall be governed by and construed
in accordance with the laws (without reference to conflicts of law provisions)
of the State of Texas.]
17. License Agreement. The Company shall have the non-exclusive right to
use the name "AIM" to designate any current or future series of shares only so
long as A I M Advisors, Inc. serves as investment manager or advisor to the
Company with respect to such series of shares.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
<TABLE>
<S> <C>
[NAME OF COMPANY]
Attest: (a Maryland corporation)
By:
- -------------------------------------------- --------------------------------------------
Secretary President
(SEAL) A I M ADVISORS, INC.
Attest: By:
- -------------------------------------------- --------------------------------------------
Secretary President
(SEAL)
</TABLE>
34
<PAGE> 40
APPENDIX A
TO
MASTER INVESTMENT ADVISORY AGREEMENT
OF
[NAME OF COMPANY]
The Company shall pay the Advisor, out of the assets of a Fund, as full
compensation for all services rendered and all facilities furnished hereunder, a
management fee for such Fund set forth below. Such fee shall be calculated by
applying the following annual rates to the average daily net assets of such Fund
for the calendar year computed in the manner used for the determination of the
net asset value of shares of such Fund.
[FUND]
<TABLE>
<CAPTION>
ANNUAL
NET ASSETS RATE
---------- -------
<S> <C>
</TABLE>
[Fees will be those set forth in Annex F.]
35
<PAGE> 41
ANNEX D
FEES PAID TO AFFILIATES
<TABLE>
<CAPTION>
AIM
(ADMINISTRATIVE AIM
COMPANY AND FUND AGREEMENT) DISTRIBUTORS* AIM SERVICES
- ----------------------------- --------------- ------------- ------------
<S> <C> <C> <C>
AIM EQUITY FUNDS, INC.
AIM Blue Chip Fund**......... $ 20,545 $ 278,564 $ 20,982
AIM Capital Development
Fund***.................... 19,841 1,131,436 75,666
AIM INTERNATIONAL FUNDS, INC.
AIM International Equity
Fund....................... 94,250 6,248,866 1,170,699
AIM Global Aggressive Growth
Fund....................... 86,330 10,225,388 1,474,675
AIM Global Growth Fund....... 78,704 1,418,788 216,084
AIM Global Income Fund....... 74,433 243,941 40,282
AIM SUMMIT FUND, INC......... 63,439 0 0
AIM TAX-EXEMPT FUNDS, INC.
AIM Tax-Exempt Cash Fund..... 34,220 29,043 40,165
AIM Tax-Exempt Bond Fund of
CT......................... 45,950 132,986 19,600
Intermediate Portfolio....... 44,054 18,234 42,242
AIM VARIABLE INSURANCE FUNDS,
INC.****
AIM V.I. Capital Appreciation
Fund....................... 33,560 0 0
AIM V.I. Diversified Income
Fund....................... 36,406 0 0
AIM V.I. Government
Securities Fund............ 30,769 0 0
AIM V.I. Global Utilities
Fund....................... 33,582 0 0
AIM V.I. Growth Fund......... 32,425 0 0
AIM V.I. Growth & Income
Fund....................... 31,484 0 0
AIM V.I. International Equity
Fund....................... 21,068 0 0
AIM V.I. Money Market Fund... 22,997 0 0
AIM V.I. Value Fund.......... 35,540 0 0
</TABLE>
- ---------------
* Net amount received from sales commissions and Rule 12b-1 fees, not
including amounts paid to brokers, dealers, agents and other service
providers.
** For the period June 3, 1996 (date AIM commenced advising Fund) through
October 31, 1996
*** For the period June 17, 1996 (date operations commenced) through October
31, 1996
**** For the eleven months ended December 31, 1995
36
<PAGE> 42
ANNEX E
EXECUTIVE OFFICERS
EXECUTIVE OFFICERS OF AEF
Officers of AEF serve at the pleasure of the Board and until their
successors are elected and qualified. Set forth below is certain information
regarding the executive officers of AEF.
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE
NAME AGE POSITION WITH AEF DURING PAST FIVE YEARS
- --------------------------- --- ------------------------------- ------------------------------------------
<S> <C> <C> <C>
Charles T. Bauer 77 Chairman See Directors table under Proposal 1.
Robert H. Graham 49 President See Directors table under Proposal 1.
John J. Arthur* 52 Senior Vice President and Senior Vice President and Treasurer, AIM;
Treasurer and Vice President and Treasurer, A I M
Management Group Inc. ("AIM Management"),
A I M Capital Management, Inc. ("AIM
Capital"), A I M Distributors, Inc. ("AIM
Distributors"), A I M Fund Services, Inc.
("AIM Services"), A I M Institutional Fund
Services, Inc.("AIM Institutional"), and
Fund Management Company ("Fund
Management").
Gary T. Crum 49 Senior Vice President Director and President, AIM Capital; and
Director and Senior Vice President, AIM
Management, and AIM; and Director, AIM
Distributors.
Scott G. Lucas 37 Senior Vice President Director and Senior Vice President, AIM
Capital; and Vice President, AIM
Management and AIM.
Jonathan C. Schoolar 35 Senior Vice President Director and Senior Vice President, AIM
Capital; and Vice President, AIM.
Carol F. Relihan* 42 Senior Vice President and Senior Vice President, General Counsel and
Secretary Secretary, AIM; Vice President, General
Counsel and Secretary, AIM Management;
Vice President and General Counsel, Fund
Management; and Vice President, AIM
Capital, AIM Distributors, AIM Services,
and AIM Institutional.
Dana R. Sutton 37 Vice President and Assistant Vice President and Fund Controller, AIM;
Treasurer and Assistant Vice President and Assistant
Treasurer, Fund Management.
Melville B. Cox 53 Vice President Vice President and Chief Compliance
Officer, AIM, AIM Capital, AIM
Distributors, AIM Services, AIM
Institutional and Fund Management.
Formerly, Vice President, Charles Schwab &
Co., Inc.; Assistant Secretary, Charles
Schwab Family of Funds and Schwab
Investments; Chief Compliance Officer,
Charles Schwab Investment Management,
Inc.; and Vice President, Integrated
Resources Life Insurance Co. and Capital
Life Insurance Co.
</TABLE>
- ---------------
* Mr. Arthur and Ms. Relihan are married to each other.
37
<PAGE> 43
EXECUTIVE OFFICERS OF AIF
Officers of AIF serve at the pleasure of the Board and until their
successors are elected and qualified. Set forth below is certain information
regarding the executive officers of AIF.
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE
NAME AGE POSITION WITH AIF DURING PAST FIVE YEARS
- --------------------------- --- ------------------------------- ------------------------------------------
<S> <C> <C> <C>
Charles T. Bauer 77 Chairman See Directors table under Proposal 1.
Robert H. Graham 49 President See Directors table under Proposal 1.
John J. Arthur* 52 Senior Vice President and Senior Vice President and Treasurer, AIM;
Treasurer and Vice President and Treasurer, AIM
Management, AIM Capital, AIM Distributors,
AIM Services, AIM Institutional, and Fund
Management.
Gary T. Crum 49 Senior Vice President Director and President, AIM Capital;
Director and Senior Vice President, AIM
Management, and AIM; and Director, AIM
Distributors.
Scott G. Lucas 37 Senior Vice President Director and Senior Vice President, AIM
Capital; and Vice President, AIM and AIM
Management.
Carol F. Relihan* 42 Senior Vice President and Senior Vice President, General Counsel and
Secretary Secretary, AIM; Vice President, General
Counsel and Secretary, AIM Management;
Vice President and General Counsel, Fund
Management; and Vice President, AIM
Capital, AIM Distributors, AIM Services,
and AIM Institutional.
Dana R. Sutton 37 Vice President and Assistant Vice President and Fund Controller, AIM;
Treasurer and Assistant Vice President and Assistant
Treasurer, Fund Management.
Jonathan C. Schoolar 35 Vice President Director and Senior Vice President, AIM
Capital; and Vice President, AIM.
Melville B. Cox 53 Vice President Vice President and Chief Compliance
Officer, AIM, AIM Capital, AIM
Distributors, AIM Services, AIM
Institutional and Fund Management.
Formerly, Vice President, Charles Schwab &
Co., Inc.; Assistant Secretary, Charles
Schwab Family of Funds and Schwab
Investments; Chief Compliance Officer,
Charles Schwab Investment Management,
Inc.; and Vice President, Integrated
Resources Life Insurance Co. and Capital
Life Insurance Co.
Robert G. Alley 48 Vice President Senior Vice President, AIM Capital; and
Vice President, AIM. Formerly, Senior
Fixed Income Money Manager, Waddell and
Reed, Inc.
</TABLE>
- ---------------
* Mr. Arthur and Ms. Relihan are married to each other.
38
<PAGE> 44
EXECUTIVE OFFICERS OF ASF
Officers of ASF serve at the pleasure of the Board and until their
successors are elected and qualified. Set forth below is certain information
regarding the executive officers of ASF.
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE
NAME AGE POSITION WITH ASF DURING PAST FIVE YEARS
- ------------------------- --- ----------------------------- ---------------------------------------
<S> <C> <C> <C>
Charles T. Bauer 77 Chairman See Directors table under Proposal 1.
Robert H. Graham 49 President See Directors table under Proposal 1.
John J. Arthur* 52 Senior Vice President and Senior Vice President and Treasurer,
Treasurer AIM; and Vice President and Treasurer,
AIM Management, AIM Capital, AIM
Distributors, AIM Services, AIM
Institutional, and Fund Management.
Gary T. Crum 49 Senior Vice President Director and President, AIM Capital;
Director and Senior Vice President, AIM
Management and AIM; and Director, AIM
Distributors.
Carol F. Relihan* 42 Senior Vice President and Senior Vice President, General Counsel
Secretary and Secretary, AIM; Vice President,
General Counsel and Secretary, AIM
Management; Vice President and General
Counsel, Fund Management; and Vice
President, AIM Capital, AIM
Distributors, AIM Services, and AIM
Institutional.
Scott G. Lucas 37 Senior Vice President Director and Senior Vice President, AIM
Capital; and Vice President, AIM
Management and AIM.
Dana R. Sutton 37 Vice President and Assistant Vice President and Fund Controller,
Treasurer AIM; and Assistant Vice President and
Assistant Treasurer, Fund Management.
Jonathan C. Schoolar 35 Vice President Director and Senior Vice President, AIM
Capital; and Vice President, AIM.
Melville B. Cox 53 Vice President Vice President and Chief Compliance
Officer, AIM, AIM Capital, AIM
Distributors, AIM Services, AIM
Institutional and Fund Management.
Formerly, Vice President, Charles
Schwab & Co., Inc.; Assistant
Secretary, Charles Schwab Family of
Funds and Schwab Investments; Chief
Compliance Officer, Charles Schwab
Investment Management, Inc.; and Vice
President, Integrated Resources Life
Insurance Co. and Capital Life
Insurance Co.
</TABLE>
- ---------------
* Mr. Arthur and Ms. Relihan are married to each other.
39
<PAGE> 45
EXECUTIVE OFFICERS OF ATEF
Officers of ATEF serve at the pleasure of the Board and until their
successors are elected and qualified. Set forth below is certain information
regarding the executive officers of ATEF.
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE
NAME AGE POSITION WITH ATEF DURING PAST FIVE YEARS
- ------------------------- --- ----------------------------- ---------------------------------------
<S> <C> <C> <C>
Charles T. Bauer 77 Chairman See Directors table under Proposal 1.
Robert H. Graham 49 President See Directors table under Proposal 1.
John J. Arthur* 52 Senior Vice President and Senior Vice President and Treasurer,
Treasurer AIM; and Vice President and Treasurer,
AIM Management, AIM Capital, AIM
Distributors, AIM Services, AIM
Institutional, and Fund Management.
Gary T. Crum 49 Senior Vice President Director and President, AIM Capital;
Director and Senior Vice President, AIM
Management and AIM; and Director, AIM
Distributors.
Carol F. Relihan* 42 Senior Vice President and Senior Vice President, General Counsel
Secretary and Secretary, AIM; Vice President,
General Counsel and Secretary, AIM
Management; Vice President and General
Counsel, Fund Management; and Vice
President, AIM Capital, AIM
Distributors, AIM Services, and AIM
Institutional.
Dana R. Sutton 37 Vice President and Assistant Vice President and Fund Controller,
Treasurer AIM; and Assistant Vice President and
Assistant Treasurer, Fund Management.
Melville B. Cox 53 Vice President Vice President and Chief Compliance
Officer, AIM, AIM Capital, AIM
Distributors, AIM Services, AIM
Institutional and Fund Management.
Formerly, Vice President, Charles
Schwab & Co., Inc.; Assistant
Secretary, Charles Schwab Family of
Funds and Schwab Investments; Chief
Compliance Officer, Charles Schwab
Investment Management, Inc.; and Vice
President, Integrated Resources Life
Insurance Co. and Capital Life
Insurance Co.
Stuart W. Coco 41 Vice President Senior Vice President, AIM Capital; and
Vice President, AIM.
Karen Dunn Kelley 36 Vice President Senior Vice President, AIM Capital; and
Vice President, AIM.
</TABLE>
- ---------------
* Mr. Arthur and Ms. Relihan are married to each other.
40
<PAGE> 46
EXECUTIVE OFFICERS OF AVIF
Officers of AVIF serve at the pleasure of the Board and until their
successors are elected and qualified. Set forth below is certain information
regarding the executive officers of AVIF.
<TABLE>
<CAPTION>
BUSINESS EXPERIENCE
NAME AGE POSITION WITH AVIF DURING PAST FIVE YEARS
- ------------------------- --- ----------------------------- ---------------------------------------
<S> <C> <C> <C>
Charles T. Bauer 77 Chairman See Directors table under Proposal 1.
Robert H. Graham 49 President See Directors table under Proposal 1.
John J. Arthur* 52 Senior Vice President and Senior Vice President and Treasurer,
Treasurer AIM; and Vice President and Treasurer,
AIM Management, AIM Capital, AIM
Distributors, AIM Services, AIM
Institutional, and Fund Management.
Gary T. Crum 49 Senior Vice President Director and President, AIM Capital;
Director and Senior Vice President, AIM
Management and AIM; and Director, AIM
Distributors
Scott G. Lucas 36 Senior Vice President Director and Senior Vice President, AIM
Capital; and Vice President, AIM
Management and AIM.
Carol F. Relihan* 42 Senior Vice President and Senior Vice President, General Counsel
Secretary and Secretary, AIM; Vice President,
General Counsel and Secretary, AIM
Management; Vice President and General
Counsel, Fund Management; and Vice
President, AIM Capital, AIM
Distributors, AIM Services, and AIM
Institutional.
Dana R. Sutton 37 Vice President and Assistant Vice President and Fund Controller,
Treasurer AIM; and Assistant Vice President and
Assistant Treasurer, Fund Management.
Melville B. Cox 53 Vice President Vice President and Chief Compliance
Officer, AIM, AIM Capital, AIM
Distributors, AIM Services, and AIM
Institutional and Fund Management.
Formerly, Vice President, Charles
Schwab & Co., Inc.; Assistant
Secretary, Charles Schwab Family of
Funds and Schwab Investments; Chief
Compliance Officer, Charles Schwab
Investment Management, Inc.; and Vice
President, Integrated Resources Life
Insurance Co. and Capital Life
Insurance Co.
Jonathan C. Schoolar 35 Vice President Director and Senior Vice President, AIM
Capital; and Vice President, AIM.
Robert G. Alley 48 Vice President Senior Vice President, AIM Capital; and
Vice President, AIM. Formerly, Senior
Fixed Income Money Manager, Waddell and
Reed, Inc.
Stuart W. Coco 41 Vice President Senior Vice President, AIM Capital; and
Vice President, AIM.
Karen Dunn Kelley 36 Vice President Senior Vice President, AIM Capital; and
Vice President, AIM.
</TABLE>
- ------------------------------
* Mr. Arthur and Ms. Relihan are married to each other.
41
<PAGE> 47
ANNEX F
ADVISORY AGREEMENT FEE SCHEDULE
<TABLE>
<CAPTION>
AGGREGATE WAIVERS
TOTAL NET FEES FOR THE
NET ASSETS PAID TO AIM MOST
FOR THE MOST FOR THE MOST RECENTLY
RECENTLY RECENTLY COMPLETED
ANNUAL RATE (BASED ON COMPLETED COMPLETED FISCAL
NAME OF COMPANY AND FUND AVERAGE DAILY NET ASSETS) FISCAL YEAR FISCAL YEAR* YEAR
- ----------------------------------------- --------------------------- --------------- ------------ ----------
<S> <C> <C> <C> <C>
AIM EQUITY FUNDS, INC.
AIM Aggressive Growth Fund 0.80% of the first $150
million.
0.625% of the excess over
$150 million. $ 2,750,563,943 $16,492,564 0
AIM Blue Chip Fund 0.75% of the first $350
million.
0.625% of the excess over
$350 million. $ 128,548,354 $ 256,773 ** $ 26,433
AIM Capital Development Fund 0.75% of the first $350
million.
0.625% of the excess over
$350 million. $ 273,687,609 $ 280,248 *** $ 144,946
AIM Charter Fund 1.00% of the first $30
million.
0.75% over $30 million up
to $150 million.
0.625% of the excess over
$150 million. $ 3,192,471,415 $16,529,891 $ 156,975
AIM Constellation Fund 1.00% of the first $30
million.
0.75% over $30 million up
to $150 million.
0.625% of the excess over
$150 million. $11,548,540,962 $57,614,412 $1,869,383
AIM Weingarten Fund 1.00% of the first $30
million.
0.75% over $30 million up
to $350 million.
0.625% of the excess over
$350 million. $ 5,305,435,087 $29,960,379 $1,458,804
</TABLE>
- ---------------
<TABLE>
<S> <C> <C> <C> <C>
* AIM reimbursed expenses with respect to the following Funds: AIM Municipal Bond Fund, $13,200; AIM Global Growth
Fund, $11,719; AIM Global Income Fund, $18,300; AIM V.I. Global Utilities Fund, $13,800; Liquid Assets
Portfolio, $116,930; Prime Portfolio, $61,100; Treasury Portfolio, $113,500; Treasury TaxAdvantage Portfolio,
$25,600; and Cash Reserve Portfolio, $20,000.
** For the period 06/03/96 through 10/31/96
*** For the period 06/17/96 through 10/31/96
</TABLE>
42
<PAGE> 48
ADVISORY AGREEMENT FEE SCHEDULE
<TABLE>
<CAPTION>
AGGREGATE WAIVERS
TOTAL NET FEES FOR THE
NET ASSETS PAID TO AIM MOST
FOR THE MOST FOR THE MOST RECENTLY
RECENTLY RECENTLY COMPLETED
ANNUAL RATE (BASED ON COMPLETED COMPLETED FISCAL
NAME OF COMPANY AND FUND AVERAGE DAILY NET ASSETS) FISCAL YEAR FISCAL YEAR* YEAR
- ----------------------------------------- --------------------------- --------------- ------------ ----------
<S> <C> <C> <C> <C>
AIM FUNDS GROUP
AIM Balanced Fund 0.75% of the first $150
million.
0.50% of the excess over
$150 million. $ 164,874,356 $ 666,619 $ 24,176
AIM Global Utilities Fund 0.60% of the first $200
million.
0.50% over $200 million up
to $500 million.
0.40% over $500 million up
to $1 billion.
0.30% of the excess over $1
billion. $ 241,317,685 $ 1,256,220 0
AIM Growth Fund 0.80% of the first $150
million.
0.625% of excess over $150
million. $ 306,250,064 $ 1,715,406 0
AIM High Yield Fund 0.625% of the first $200
million.
0.55% over $200 million to
$500 million.
0.50% over $500 million to
$1 billion.
0.45% of the excess over $1
billion. $ 1,444,032,572 $ 5,717,303 0
AIM Income Fund 0.50% of the first $200
million.
0.40% over $200 million to
$500 million.
0.35% over $500 million to
$1 billion.
0.30% of the excess over $1
billion. $ 295,583,696 $ 1,176,249 0
AIM Intermediate Government Fund 0.50% of the first $200
million.
0.40% over $200 million to
$500 million.
0.35% over $500 million to
$1 billion.
0.30% of the excess over $1
billion. $ 237,617,705 $ 996,681 0
</TABLE>
43
<PAGE> 49
ADVISORY AGREEMENT FEE SCHEDULE
<TABLE>
<CAPTION>
AGGREGATE WAIVERS
TOTAL NET FEES FOR THE
NET ASSETS PAID TO AIM MOST
FOR THE MOST FOR THE MOST RECENTLY
RECENTLY RECENTLY COMPLETED
ANNUAL RATE (BASED ON COMPLETED COMPLETED FISCAL
NAME OF COMPANY AND FUND AVERAGE DAILY NET ASSETS) FISCAL YEAR FISCAL YEAR* YEAR
- ----------------------------------------- --------------------------- --------------- ------------ ----------
<S> <C> <C> <C> <C>
AIM Money Market Fund 0.55% of the first $1
billion.
0.50% of the excess over $1
billion. $ 584,793,680 $ 2,589,822 0
AIM Municipal Bond Fund 0.50% of the first $200
million.
0.40% over $200 million to
$500 million.
0.35% over $500 million to
$1 billion.
0.30% of the excess over $1
billion. $ 306,280,329 $ 1,356,225 0
AIM Value Fund 0.80% of the first $150
million.
0.625% of excess over $150
million. $ 6,269,483,246 $24,829,687 $ 502,799
AIM INTERNATIONAL FUNDS, INC.
AIM Global Aggressive Growth Fund 0.90% of the first $1
billion.
0.85% of the excess over $1
billion. $ 1,726,533,976 $ 8,751,918 0
AIM Global Growth Fund 0.85% of the first $1
billion.
0.80% of the excess over $1
billion. $ 236,819,172 $ 1,162,771 0
AIM Global Income Fund 0.70% of the first $1
billion.
0.65% of the excess over $1
billion. $ 38,713,770 0 $ 182,596
AIM International Equity Fund 0.95% of the first $1
billion.
0.90% of the excess over $1
billion. $ 1,476,749,468 $10,085,495 $ 299,147
AIM INVESTMENT SECURITIES FUNDS
Limited Maturity Treasury Portfolio 0.20% of the first $500
million.
0.175% of the excess over
$500 million. $ 502,515,805 $ 933,207 0
AIM SUMMIT FUND, INC. 1.00% of the first $10
million.
0.75% over $10 million to
$150 million.
0.625% over $150 million. $ 1,261,008,244 $ 7,360,028 **** 0
</TABLE>
- ---------------
<TABLE>
<S> <C> <C> <C> <C>
**** Of the $7,360,028 paid to AIM, $2,442,907 was paid to Trade Street pursuant to a sub-advisory agreement.
</TABLE>
44
<PAGE> 50
ADVISORY AGREEMENT FEE SCHEDULE
<TABLE>
<CAPTION>
AGGREGATE WAIVERS
TOTAL NET FEES FOR THE
NET ASSETS PAID TO AIM MOST
FOR THE MOST FOR THE MOST RECENTLY
RECENTLY RECENTLY COMPLETED
ANNUAL RATE (BASED ON COMPLETED COMPLETED FISCAL
NAME OF COMPANY AND FUND AVERAGE DAILY NET ASSETS) FISCAL YEAR FISCAL YEAR* YEAR
- ----------------------------------------- --------------------------- --------------- ------------ ----------
<S> <C> <C> <C> <C>
AIM TAX-EXEMPT FUNDS, INC.
AIM Tax-Exempt Cash Fund 0.35%. $ 30,014,343 $ 101,649 0
AIM Tax-Exempt Bond Fund of Connecticut 0.50%. $ 39,355,441 $ 0 $ 198,182
Intermediate Portfolio 0.30% of the first $500
million.
0.25% over $500 million to
$1 billion.
0.20% of the excess over $1
billion. $ 83,066,447 $ 232,893 0
AIM VARIABLE INSURANCE FUNDS, INC.
AIM V.I. Capital Appreciation Fund 0.65% of the first $250
million.
0.60% of the excess over
$250 million. $ 212,152,423 $ 882,870 0
AIM V.I. Diversified Income Fund 0.60% of the first $250
million.
0.55% of the excess over
$250 million. $ 44,630,145 $ 193,008 0
AIM V.I. Global Utilities Fund 0.65% of the first $250
million.
0.60% of the excess over
$250 million. $ 8,393,967 0 $ 32,703
AIM V.I. Government Securities Fund 0.50% of the first $250
million.
0.45% of the excess over
$250 million. $ 19,545,391 $ 71,080 0
AIM V.I. Growth Fund 0.65% of the first $250
million.
0.60% of the excess over
$250 million. $ 102,600,112 $ 434,620 0
AIM V.I. Growth and Income Fund 0.65% of the first $250
million.
0.60% of the excess over
$250 million. $ 38,567,212 $ 46,017 $ 67,802
AIM V.I. International Equity Fund 0.75% of the first $250
million.
0.70% of the excess over
$250 million. $ 82,256,855 $ 457,559 0
</TABLE>
45
<PAGE> 51
ADVISORY AGREEMENT FEE SCHEDULE
<TABLE>
<CAPTION>
AGGREGATE WAIVERS
TOTAL NET FEES FOR THE
NET ASSETS PAID TO AIM MOST
FOR THE MOST FOR THE MOST RECENTLY
RECENTLY RECENTLY COMPLETED
ANNUAL RATE (BASED ON COMPLETED COMPLETED FISCAL
NAME OF COMPANY AND FUND AVERAGE DAILY NET ASSETS) FISCAL YEAR FISCAL YEAR* YEAR
- ----------------------------------------- --------------------------- --------------- ------------ ----------
<S> <C> <C> <C> <C>
AIM V.I. Money Market Fund 0.40% of the first $250
million.
0.35% of the excess over
$250 million. $ 65,505,754 $ 168,901 0
AIM V.I. Value Fund 0.65% of the first $250
million.
0.60% of the excess over
$250 million. $ 257,211,787 $ 1,078,007 0
SHORT-TERM INVESTMENTS CO.
Liquid Assets Portfolio 0.15%. $ 2,086,944,322 $ 125,264 $2,562,094
Prime Portfolio 0.20% of the first $100
million.
0.15% over $100 million up
to $200 million.
0.10% over $200 million up
to $300 million.
0.06% over $300 million up
to $1.5 billion.
0.05% over $1.5 billion. $ 6,151,948,355 $ 3,007,431 0
SHORT-TERM INVESTMENTS TRUST
Treasury Portfolio 0.15% of the first $300
million.
0.06% over $300 million up
to $1.5 billion.
0.05% of the excess over
$1.5 billion. $ 3,703,891,140 $ 2,227,788 0
Treasury TaxAdvantage Portfolio 0.20% of the first $250
million.
0.15% over $250 million up
to $500 million.
0.10% of the excess over
$500 million. $ 457,196,150 $ 675,795 $ 116,126
TAX-FREE INVESTMENTS CO.
Cash Reserve Portfolio 0.25% of the first $500
million.
0.20% of the excess over
$500 million. $ 1,044,178,428 $ 1,819,232 $ 690,397
</TABLE>
46
<PAGE> 52
ANNEX G
AIM SUMMIT FUND, INC.
SUB-ADVISORY AGREEMENT
THIS AGREEMENT originally made the ... day of ..., 1997, by and between A I
M Advisors, Inc., a Delaware corporation (the "Advisor"), and TradeStreet
Investment Associates, Inc., a Maryland corporation (the "Sub-Advisor").
RECITALS
WHEREAS, AIM Summit Fund, Inc. (the "Fund") is registered under the
Investment Company Act of 1940, as amended (the "1940 Act") as an open-end,
diversified management investment company;
WHEREAS, the Advisor is registered under the Investment Advisers Act of
1940 as amended (the "Advisers Act"), as an investment advisor and engages in
the business of acting as an investment advisor;
WHEREAS, the Sub-Advisor is registered under the Advisers Act, as an
investment advisor and engages in the business of acting as an investment
advisor;
WHEREAS, the Advisor has entered into an investment advisory agreement of
even date herewith with the Fund (the "Investment Advisory Agreement"), pursuant
to which the Advisor shall act as investment advisor with respect to the Fund;
and
WHEREAS, pursuant to Section 3 (Delegation of Responsibilities) of the
Investment Advisory Agreement, the Advisor wishes to retain the Sub-Advisor for
purposes of rendering advisory services to the Advisor in connection with the
Fund upon the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
1. Appointment of Sub-Advisor. The Advisor hereby appoints the
Sub-Advisor to render investment research and advisory services to the
Advisor with respect to the Fund, under the supervision of the Advisor and
subject to the approval and direction of the Fund's Board of Directors, and
the Sub-Advisor hereby accepts such appointment, all subject to the terms
and conditions contained herein.
2. Investment Analysis. The duties of the Sub-Advisor shall be limited
to the following:
(a) obtaining and evaluating pertinent information about
significant developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy generally
or the Fund, and whether concerning the individual issuers whose
securities are included in the Fund or the activities in which such
issuers engage, or with respect to securities which the Advisor or
Sub-Advisor considers desirable for inclusion in the Fund's investment
portfolio; and
(b) to the extent requested by the Advisor, determining which
issuers and securities shall be represented in the Fund's investment
portfolio, formulating programs for the
47
<PAGE> 53
purchases and sales of such securities and regularly reporting thereon
to the Advisor and, at the request of the Advisor, to the Fund's Board
of Directors.
3. Control by Board of Directors. Any investment program undertaken by
the Sub-Advisor pursuant to this Agreement, as well as any other activities
undertaken by the Sub-Advisor with respect to the Fund, shall at all times
be subject to any directives of the Board of Directors of the Fund.
4. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Sub-Advisor shall at all times
conform to:
(a) all applicable provisions of the 1940 Act and Advisers Act and
any rules and regulations adopted thereunder;
(b) the provisions of the registration statement of the Fund, as
the same may be amended from time to time, under the Securities Act of
1933 and the 1940 Act;
(c) the provisions of the corporate charter of the Fund, as the
same may be amended from time to time;
(d) the provisions of the by-laws of the Fund, as the same may be
amended from time to time; and
(e) any other applicable provisions of state and federal law.
5. Compensation. The Advisor shall pay the Sub-Advisor, as
compensation for services rendered hereunder, an annual fee, payable
monthly, based upon the following average daily net assets of the Fund:
<TABLE>
<CAPTION>
NET ASSETS
-----------------------------------------------------------
<S> <C>
First $10 million.......................................... 0.50%
Over $10 million to and including $150 million............. 0.35%
Over $150 million.......................................... 0.225%
Over $700 million.......................................... 0.15%
</TABLE>
The average daily net asset value of the Fund shall be determined in the
manner set forth in the corporate charter and registration statement of the
Fund, as amended from time to time.
6. Expenses of the Fund. All of the ordinary business expenses
incurred in the operations of the Fund and the offering of its shares shall
be borne by the Fund unless specifically provided otherwise in this
Agreement. These expenses borne by the Fund include but are not limited to
brokerage commissions, taxes, legal, auditing, or governmental fees, the
cost of preparing share certificates, custodian, transfer and shareholder
service agent costs, expenses of issue, sale, redemption and repurchase of
shares, expenses of registering and qualifying shares for sale, expenses
relating to directors and shareholder meetings, the cost of preparing and
distributing reports and notices to shareholders, the fees and other
expenses incurred by the Fund in connection with membership in investment
company organizations and the cost of printing copies of prospectuses and
statements of additional information distributed to the Fund's
shareholders.
48
<PAGE> 54
7. Expense Limitation. If, for any fiscal year of the Fund, the amount
of the fee which the Advisor would otherwise receive from the Fund pursuant
to the Investment Advisory Agreement is reduced pursuant to expense
limitation provisions of the Investment Advisory Agreement, the fee which
the Sub-Advisor would otherwise receive from the Advisor pursuant to
Section 5 of this Agreement shall also be reduced proportionately. For
example, if the Advisor's fee from the Fund is reduced by 1/3, the
Sub-Advisor's fee from the Advisor will also be reduced by 1/3. Such
reduction shall be deducted from the monthly fee otherwise payable to the
SubAdvisor by the Advisor, and, if such amount should exceed such monthly
fee, the Sub-Advisor agrees to repay the Advisor such amount of its fee
previously received with respect to such fiscal year as may be required to
make up the deficiency no later than the last day of the following month.
In no event will the Sub-Advisor be required to reimburse the Advisor for
any amount in excess of the fee it receives pursuant to this Agreement
during the fiscal year of the Fund in which reimbursement is required.
8. Non-Exclusivity. The services of the Sub-Advisor to the Advisor
with respect to the Fund are not to be deemed to be exclusive, and the
Sub-Advisor shall be free to render investment advisory and administrative
or other services to others (including other investment companies) and to
engage in other activities. It is understood and agreed that officers or
directors of the Sub-Advisor may serve as officers or directors of the
Advisor or of the Fund, and that officers or directors of the Fund or of
the Advisor may serve as officers or directors of the Sub-Advisor to the
extent permitted by law; and that the officers and directors of the
Sub-Advisor are not prohibited from engaging in any other business activity
or from rendering services to any other person, or from serving as
partners, officers, directors or trustees of any other firm or trust,
including other investment advisory companies.
9. Terms and Approval. This Agreement shall become effective if
approved by the shareholders of the Fund, and if so approved, this
Agreement shall thereafter continue in force and effect until ,
1999, and may be continued from year to year thereafter, provided that the
continuation of the Agreement is specifically approved at least annually:
(a)(i) by the Fund's Board of Directors or (ii) by the vote of "a
majority of the outstanding voting securities" of the Fund (as defined
in Section 2(a)(42) of the 1940 Act); and
(b) by the affirmative vote of a majority of the directors who are
not parties to this Agreement or "interested persons" (as defined in the
1940 Act) of a party to this Agreement (other than as Fund directors),
by votes cast in person at a meeting specifically called for such
purpose.
10. Termination. This Agreement may be terminated at any time, without
the payment of any penalty, by the vote of the Fund's Board of Directors or
by vote of a majority of the Fund's outstanding voting securities, or by
the Advisor, or by the Sub-Advisor on sixty (60) days' written notice to
the other party and to the Fund. The notice provided for herein may be
waived by either party. This Agreement shall automatically terminate in the
event of its assignment, the term "assignment" for purposes of this
paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act.
11. Liability of Sub-Advisor. In the absence of willful misfeasance,
bad faith, gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Sub-Advisor or any of
49
<PAGE> 55
its officers, directors or employees, the Sub-Advisor shall not be subject
to liability to the Advisor for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
12. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered or mailed postage paid to such address as may be
designated for the receipt of such notice, with a copy to the Fund. Until
further notice, it is agreed that the address of the Fund and that of the
Advisor shall be Eleven Greenway Plaza, Suite 1919, Houston, Texas 77046
and that of the Sub-Advisor shall be 101 South Tryon Street, Suite 1000,
Charlotte, NC 28255.
13. Questions of Interpretation; Applicable Law. Any question of
interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940
Act or the Advisers Act shall be resolved by reference to such term or
provision of the 1940 Act or the Advisers Act and to interpretations
thereof, if any, by the United States Courts or in the absence of any
controlling decision of any such court, by rules, regulations or orders of
the Securities and Exchange Commission issued pursuant to said Acts. In
addition, where the effect of a requirement of the 1940 Act or the Advisers
Act reflected in any provision of the Agreement is revised by rule,
regulation or order of the Securities and Exchange Commission, such
provision shall be deemed to incorporate the effect of such rule,
regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
<TABLE>
<S> <C>
Attest: A I M ADVISORS, INC.
- -------------------------------------------- By: ---------------------------
(SEAL)
TRADESTREET INVESTMENT
ASSOCIATES, INC.
- -------------------------------------------- By:
(SEAL) ----------------------------
</TABLE>
50
<PAGE> 56
ANNEX H
TRADESTREET
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
DIRECTOR/
OFFICER POSITION WITH BUSINESS EXPERIENCE
NAME AGE SINCE TRADESTREET DURING PAST FIVE YEARS
- --------------------------- --- ------------ ---------------- -----------------------------
<S> <C> <C> <C> <C>
James Bainbridge Sommers 57 Director Director President, NationsBank Trust;
since 09/95 Officer, NationsBank, N.A.;
Director, NationsBanc
Discount Brokerage, Inc.
John Warner Munce 42 Director Director Executive Vice President,
since 09/95 NationsBank N.A.; Director,
NationsBanc Discount
Brokerage, Inc.
Stuart Alvin Sachs 64 Director Director President, Sovran Capital
since 09/95 Management Corp.; President,
C&S/Sovran Capital Management
Corp.
Andrew Michael Silton 42 Director and Director and Senior Vice President,
Officer President NationsBank, N.A.; President,
since 09/95 Cooperative Ventures; Senior
Vice President, Shields Asset
Management; Registered
Representative, Furman Selz.
Richard Scott Gershen 42 Officer Chief Operating Senior Vice President,
since 10/95 Officer NationsBank, N.A.; Senior
Vice President, Alliance
Capital Management L.P.;
Chief Financial Officer,
Shields Asset Management,
Inc.
Emerson Keith Wirtz, Jr. 36 Officer Chief Investment Senior Vice President,
since 12/96 Officer BankAmerica Corp.; First Vice
President, Security Pacific
Corp.
Holly Day Deem 41 Officer Officer Senior Vice President,
since 09/95 NationsBank, N.A.; Senior
Vice President, NationsBank
of Texas, N.A.; Senior Vice
President, First Florida
Bank, N.A.
</TABLE>
51
<PAGE> 57
ANNEX I
SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF MANAGEMENT -- AEF
The following table sets forth certain information regarding the ownership
of the shares of Common Stock of AEF by directors and executive officers of AEF.
<TABLE>
<CAPTION>
SHARES OWNED BENEFICIALLY
NAME OF DIRECTOR/EXECUTIVE OFFICER FUND (CLASS) AS OF DECEMBER 3, 1996 PERCENT OF CLASS
- ---------------------------------------- ------------ ------------------------- ----------------
<S> <C> <C> <C>
Charles T. Bauer........................
Bruce L. Crockett.......................
Owen Daly II............................
Carl Frischling.........................
Robert H. Graham........................
John F. Kroeger.........................
Lewis F. Pennock........................
Ian W. Robinson.........................
Louis S. Sklar..........................
All Directors and Executive Officers....
</TABLE>
SECURITY OWNERSHIP OF CERTAIN RECORD OWNERS -- AEF
To the best knowledge of AEF, the names and addresses of the record holders
of 5% or more of the outstanding shares of AEF as of the Record Date, and the
amount of the outstanding shares held of record owned by such holders are set
forth below. AEF has no knowledge of shares held beneficially.
<TABLE>
<CAPTION>
SHARES OWNED OF RECORD
FUND (CLASS) NAME AND ADDRESS OF RECORD OWNERS AS OF DECEMBER 3, 1996 PERCENT OF CLASS
------------ ------------------------------------- ---------------------- ----------------
<S> <C> <C> <C>
</TABLE>
52
<PAGE> 58
SECURITY OWNERSHIP OF MANAGEMENT -- AIF
The following table sets forth certain information regarding the ownership
of the shares of Common Stock of AIF by directors and executive officers of AIF.
<TABLE>
<CAPTION>
SHARES OWNED BENEFICIALLY
NAME OF DIRECTOR/EXECUTIVE OFFICER FUND (CLASS) AS OF DECEMBER 3, 1996 PERCENT OF CLASS
- ---------------------------------------- ------------ ------------------------- ----------------
<S> <C> <C> <C>
Charles T. Bauer........................
Bruce L. Crockett.......................
Owen Daly II............................
Carl Frischling.........................
Robert H. Graham........................
John F. Kroeger.........................
Lewis F. Pennock........................
Ian W. Robinson.........................
Louis S. Sklar..........................
All Directors and Executive Officers....
</TABLE>
SECURITY OWNERSHIP OF CERTAIN RECORD OWNERS -- AIF
To the best knowledge of AIF, the names and addresses of the record holders
of 5% or more of the outstanding shares of AIF as of the Record Date, and the
amount of the outstanding shares held of record owned by such holders are set
forth below. AIF has no knowledge of shares held beneficially.
<TABLE>
<CAPTION>
SHARES OWNED OF RECORD
FUND (CLASS) NAME AND ADDRESS OF RECORD OWNERS AS OF DECEMBER 3, 1996 PERCENT OF CLASS
------------ ------------------------------------- ---------------------- ----------------
<S> <C> <C> <C>
</TABLE>
53
<PAGE> 59
SECURITY OWNERSHIP OF MANAGEMENT -- ASF
The following table sets forth certain information regarding the ownership
of the shares of Common Stock of ASF by directors and executive officers of ASF.
<TABLE>
<CAPTION>
SHARES OWNED BENEFICIALLY
NAME OF DIRECTOR/EXECUTIVE OFFICER FUND AS OF DECEMBER 3, 1996 PERCENT
- -------------------------------------------- ---------- ------------------------- ----------
<S> <C> <C> <C>
Charles T. Bauer............................
Bruce L. Crockett...........................
Owen Daly II................................
Carl Frischling.............................
Robert H. Graham............................
John F. Kroeger.............................
Lewis F. Pennock............................
Ian W. Robinson.............................
Louis S. Sklar..............................
All Directors and Executive Officers........
</TABLE>
SECURITY OWNERSHIP OF CERTAIN RECORD OWNERS -- ASF
To the best knowledge of ASF, the names and addresses of the record holders
of 5% or more of the outstanding shares of ASF as of the Record Date, and the
amount of the outstanding shares held of record owned by such holders are set
forth below. ASF has no knowledge of shares held beneficially.
<TABLE>
<CAPTION>
SHARES OWNED OF RECORD
FUND NAME AND ADDRESS OF RECORD OWNERS AS OF DECEMBER 3, 1996 PERCENT
---------- --------------------------------------------- ---------------------- -------
<S> <C> <C> <C>
</TABLE>
54
<PAGE> 60
SECURITY OWNERSHIP OF MANAGEMENT -- ATEF
The following table sets forth certain information regarding the ownership
of the shares of Common Stock of ATEF by directors and executive officers of
ATEF.
<TABLE>
<CAPTION>
SHARES OWNED BENEFICIALLY
NAME OF DIRECTOR/EXECUTIVE OFFICER FUND AS OF DECEMBER 3, 1996 PERCENT
- ----------------------------------------------------- ---- ------------------------- -------
<S> <C> <C> <C>
Charles T. Bauer.....................................
Bruce L. Crockett....................................
Owen Daly II.........................................
Carl Frischling......................................
Robert H. Graham.....................................
John F. Kroeger......................................
Lewis F. Pennock.....................................
Ian W. Robinson......................................
Louis S. Sklar.......................................
All Directors and Executive Officers.................
</TABLE>
SECURITY OWNERSHIP OF CERTAIN RECORD OWNERS -- ATEF
To the best knowledge of ATEF, the names and addresses of the record
holders of 5% or more of the outstanding shares of ATEF as of the Record Date,
and the amount of the outstanding shares held of record owned by such holders
are set forth below. ATEF has no knowledge of shares held beneficially.
<TABLE>
<CAPTION>
SHARES OWNED OF RECORD
FUND NAME AND ADDRESS OF RECORD OWNERS AS OF DECEMBER 3, 1996 PERCENT
- ---- ----------------------------------------------------- ---------------------- -------
<S> <C> <C> <C>
</TABLE>
55
<PAGE> 61
SECURITY OWNERSHIP OF MANAGEMENT -- AVIF
The following table sets forth certain information regarding the ownership
of the shares of Common Stock of AVIF by directors and executive officers of
AVIF.
<TABLE>
<CAPTION>
SHARES OWNED BENEFICIALLY
NAME OF DIRECTOR/EXECUTIVE OFFICER FUND AS OF DECEMBER 3, 1996 PERCENT
- ----------------------------------------------------- ---- ------------------------- -------
<S> <C> <C> <C>
Charles T. Bauer.....................................
Bruce L. Crockett....................................
Owen Daly II.........................................
Carl Frischling......................................
Robert H. Graham.....................................
John F. Kroeger......................................
Lewis F. Pennock.....................................
Ian W. Robinson......................................
Louis S. Sklar.......................................
All Directors and Executive Officers.................
</TABLE>
SECURITY OWNERSHIP OF CERTAIN RECORD OWNERS -- AVIF
To the best knowledge of AVIF, the names and addresses of the record
holders of 5% or more of the outstanding shares of AVIF as of the Record Date,
and the amount of outstanding shares held of record owned by such holders are
set forth below. AVIF has no knowledge of shares held beneficially.
<TABLE>
<CAPTION>
SHARES OWNED OF RECORD
FUND NAME AND ADDRESS OF RECORD OWNERS AS OF DECEMBER 3, 1996 PERCENT
- ---- ----------------------------------------------------- ---------------------- -------
<S> <C> <C> <C>
</TABLE>
56
<PAGE> 62
SECURITY OWNERSHIP OF MANAGEMENT -- AVIF
The following table sets forth certain information regarding the ownership
of the shares of Common Stock of AVIF by directors and executive officers of
AVIF.
<TABLE>
<CAPTION>
SHARES OWNED BENEFICIALLY
NAME OF DIRECTOR/EXECUTIVE OFFICER FUND AS OF DECEMBER 3, 1996 PERCENT
- ----------------------------------------------------- ---- ------------------------- -------
<S> <C> <C> <C>
Charles T. Bauer.....................................
Bruce L. Crockett....................................
Owen Daly II.........................................
Carl Frischling......................................
Robert H. Graham.....................................
John F. Kroeger......................................
Lewis F. Pennock.....................................
Ian W. Robinson......................................
Louis S. Sklar.......................................
All Directors and Executive Officers.................
</TABLE>
SECURITY OWNERSHIP OF CERTAIN RECORD OWNERS -- AVIF
To the best knowledge of AVIF, the names and addresses of the record
holders of 5% or more of the outstanding shares of AVIF as of the Record Date,
and the amount of outstanding shares held of record owned by such holders are
set forth below. AVIF has no knowledge of shares held beneficially.
<TABLE>
<CAPTION>
SHARES OWNED OF RECORD
FUND NAME AND ADDRESS OF RECORD OWNERS AS OF DECEMBER 3, 1996 PERCENT
- ---- ----------------------------------------------------- ---------------------- -------
<S> <C> <C> <C>
</TABLE>
57
<PAGE> 63
APPENDIX 1
AIM BLUE CHIP FUND
A SERIES OF AIM EQUITY FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 64
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 65
AIM CAPITAL DEVELOPMENT FUND
A SERIES OF AIM EQUITY FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 66
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 67
AIM GLOBAL AGGRESSIVE GROWTH FUND
A SERIES OF AIM INTERNATIONAL FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 68
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 69
AIM GLOBAL GROWTH FUND
A SERIES OF AIM INTERNATIONAL FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 70
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 71
AIM GLOBAL INCOME FUND
A SERIES OF AIM INTERNATIONAL FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 72
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 73
AIM INTERNATIONAL EQUITY FUND
A SERIES OF AIM INTERNATIONAL FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 74
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 75
AIM SUMMIT FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 76
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 77
AIM TAX-EXEMPT BOND FUND OF CONNECTICUT
A SERIES OF AIM TAX-EXEMPT FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 78
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 79
AIM TAX-EXEMPT CASH FUND
A SERIES OF AIM TAX-EXEMPT FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 80
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 81
INTERMEDIATE PORTFOLIO
A SERIES OF AIM TAX-EXEMPT FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 82
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 83
AIM V.I. CAPITAL APPRECIATION FUND
A SERIES OF AIM VARIABLE INSURANCE FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 84
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 85
AIM V.I. DIVERSIFIED INCOME FUND
A SERIES OF AIM VARIABLE INSURANCE FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 86
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 87
AIM V.I. GLOBAL UTILITIES FUNDS
A SERIES OF AIM VARIABLE INSURANCE FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 88
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 89
AIM V.I. GOVERNMENT SECURITIES FUND
A SERIES OF AIM VARIABLE INSURANCE FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 90
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 91
AIM V.I. GROWTH FUND
A SERIES OF AIM VARIABLE INSURANCE FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 92
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 93
AIM V.I. GROWTH AND INCOME FUND
A SERIES OF AIM VARIABLE INSURANCE FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 94
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 95
AIM V.I. INTERNATIONAL EQUITY FUND
A SERIES OF AIM VARIABLE INSURANCE FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 96
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 97
AIM V.I. MONEY MARKET FUND
A SERIES OF AIM VARIABLE INSURANCE FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 98
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
<PAGE> 99
AIM V.I. VALUE FUND
A SERIES OF AIM VARIABLE INSURANCE FUNDS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS -- FEBRUARY 7, 1997
The undersigned hereby appoints Charles T. Bauer, Robert H. Graham and Carol F.
Relihan, and each of them separately, proxies with the power of substitution
to each, and hereby authorizes them to represent and to vote, as designated
below, at the Annual Meeting of Shareholders of the Fund indicated above, on
February 7, 1997 at 2 p.m. Central time, and at any adjournment thereof,
all of the shares of the Fund which the undersigned would be entitled to vote
if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
INDICATED, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED ON
THIS PROXY AND FOR APPROVAL OF THE OTHER PROPOSALS. (For AVIF Shareholders:
This proxy will serve as the voting instruction form by which the undersigned
owner of a variable annuity or variable life insurance contract (each, a
"Contract") instructs the voting of the Fund shares attributable to his or her
contract. See the proxy statement for more details.)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS
ON THIS PROXY CARD. All joint owners should
sign. When signing as executor, administrator,
attorney, trustee or guardian or as custodian
for a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the partnership
name.
___________________________________________
Signature
___________________________________________
Signature (if held jointly)
Group A
___________________________________________
Date
<PAGE> 100
<TABLE>
<S> <C> <C>
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS.
THE DIRECTORS RECOMMEND VOTING "FOR" ALL APPLICABLE PROPOSALS.
TO VOTE, FILL IN BOX COMPLETELY
FOR ALL WITHHOLD AUTHORITY
1. ELECTION OF DIRECTORS -- TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, NOMINEES FOR ALL NOMINEES
STRIKE A LINE THROUGH THE NAME BELOW. / / / /
Nominees: Charles T. Bauer, Bruce L. Crockett, Owen Daly II, Carl Frischling,
Robert H. Graham, John F. Kroeger, Lewis F. Pennock, Ian W. Robinson
and Louis S. Sklar
FOR AGAINST ABSTAIN
2. Proposal to approve a new Master Investment Advisory Agreement for the Fund. / / / / / /
3. Proposal to approve a new Master Sub-Advisory Agreement for the Fund
(Applies only to ASF) / / / / / /
4. Proposal to eliminate a fundamental investment policy restricting investments
in other investment companies and/or to amend certain related fundamental investment
policies. (Applies to all Funds except AIM Blue Chip Fund) / / / / / /
5. Proposal to eliminate fundamental investment policy on investing in companies
with less than three years of continuous operations. (Applies only to
AIM International Equity Fund) / / / / / /
6. Proposal to ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Fund. (Applies to all Funds except AVIF) / / / / / /
7. Proposal to ratify the selection of Tait, Weller & Baker as independent
accountants for the Fund. (Applies only to AVIF) / / / / / /
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</TABLE>
