<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
AIM EQUITY FUNDS, INC
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(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:
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(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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
PROXY INFORMATION
In March, shareholders of certain AIM funds were mailed a proxy statement asking
for approval: (1) to make investment restriction language consistent across all
AIM funds; (2) to modernize policy restrictions language and update language to
reflect changes in the law; (3) to change fund policy language from fundamental
to nonfundamental; (4) to increase the flexibility of the fund; (5) to
reorganize certain groups of funds from a Maryland corporation to a Delaware
business trust organization; (6) to approve a new advisory agreement. The proxy
statement contains disclosure information about the proposals for which votes
are being solicited.
Please select one of the funds from the menu below to read answers to common
questions regarding your fund's proxy vote, to view Prospectuses and to access
the Annual Reports.
[DROP-DOWN MENU SELECTION BOX]
- --------------------------------------------------------------------------------
WAYS TO VOTE
You may cast your vote by any of the following methods.
BY INTERNET
[COMPUTER GRAPHIC] Online Proxy Voting. Enter the 12-digit control number
listed on the proxy card you received in the mail, then
follow the instructions on the website.
BY MAIL
[MAILBOX GRAPHIC] Complete and sign the proxy card and return it in the
postage-paid envelope provided in the shareholder mailing.
BY TELEPHONE
[TELEPHONE GRAPHIC] Call toll free 1-800-605-9205. Enter the 12-digit control
number listed on the proxy card, then follow the recorded
instructions.
However you choose to vote, it is important that you vote now to save the
expense of additional solicitations.
IF YOU HAVE ANY QUESTIONS...
If you have any questions on the proxy or the voting process, please contact
your financial consultant or call AIM toll-free at 1-800-454-0327 any business
day between 7:30 a.m. and 5:30 p.m. Central time.
If we have not received your proxy card before the date of the
<PAGE> 3
shareholder meeting for your fund, a representative from our proxy solicitation
firm, Shareholder Communications Corporation, may contact you to remind you to
exercise your right to vote.
For more complete information about any AIM funds, including sales charges and
expenses, view or ask your financial advisor for a prospectus(es). Please read
the prospectus(es) carefully before you invest or send money. For additional
information, ask your financial advisor for an investor guide of the fund(s).
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
A I M DISTRIBUTORS, INC. 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved. Important Legal
Information.
<PAGE> 4
AIM AGGRESSIVE GROWTH FUND
PROSPECTUS
ANNUAL REPORT
BACK TO PROXY INFORMATION
ONLINE PROXY VOTING
QUESTIONS & ANSWERS
o General Questions & Answers
o Proposal for Reorganization as a Delaware Business Trust
o Proposal for Approval of a New Advisory Agreement
o Proposal for Changing Fundamental Investment Restrictions
o Proposal to Change the Investment Objective and to make the Investment
Objective Non-Fundamental
- --------------------------------------------------------------------------------
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
GENERAL QUESTIONS & ANSWERS
o How do I vote?
o What kinds of changes are being proposed?
o Why did I receive multiple proxies?
o How does the board recommend that I vote?
o Will these changes alter the way my fund is managed?
o Why should I vote?
o Has AIM contracted for the services of a proxy solicitor?
o Will my vote be confidential using the online proxy voting system?
o How do I sign the proxy card?
o What is the deadline for voting?
HOW DO I VOTE?
Voting may take place in the following ways:
o You may vote your shares at https://www.proxycard.com. Because
Internet voting is the most economical way to vote your proxy, we
encourage all our shareholders who can to use this method.
o You may indicate your vote on the proxy card and return it in the
postage-paid envelope provided in the shareholder mailings.
o You may call in your vote to Shareholder Communications Corporation at
1-800-605-9205.
o You may attend the meeting in person and vote your shares there.
Back to Questions
WHAT KINDS OF CHANGES ARE BEING PROPOSED?
<PAGE> 5
You are asked to vote on:
o Electing directors of your fund. Directors are responsible for the
general oversight of the fund's business and for assuring that the
fund is managed in the best interests of the fund's shareholders.
Details are presented in the section of the proxy statement titled
"Election of Directors."
o Approving a new advisory agreement with A I M Advisors, Inc. Details
are presented in the section of the proxy statement titled "Approval
of New Investment Advisory Agreement."
o Ratifying the board's selection of independent accountants. Details
are presented in the section of the proxy statement titled
"Ratification of Selection of KPMG LLP as Independent Accountants."
In addition, there are a number of changes proposed for individual funds. It
would be impossible to summarize all of them here. We encourage you to read your
proxy statement very carefully and other information on this website to see
which specific changes are proposed.
Back to Questions
WHY DID I RECEIVE MULTIPLE PROXIES?
Each proxy statement relates to a particular group of funds and each fund has a
set of proposals. You may receive multiple mailings, depending on which group of
funds you own, or you may receive one mailing even though you own more than one
fund. Each mailing contains proxy cards for the fund(s) you own and are entitled
to vote.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR all the proposals on the proxy card.
Back to Questions
WILL THESE CHANGES ALTER THE WAY MY FUND IS MANAGED?
AIM does not expect these changes to have a significant impact on your fund's
day-to-day management. Many of the proposed changes are designed to improve the
consistency of language and policy across funds in The AIM Family of Funds(R).
These changes also provide the funds with increased flexibility to make changes
in the future without incurring the expense of a shareholder meeting.
Back to Questions
<PAGE> 6
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the May 3rd shareholder meeting. If
this happens, the fund may have to make extra solicitations to obtain a quorum
or resend proxies to shareholders, incurring unnecessary additional costs.
Back to Questions
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Shareholder Communications Corporation as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.
Back to Questions
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by Proxycard.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:
o Secure Sockets Layer (SSL) - A security measure that encrypts all
information that travels between Proxycard.com's Web server and the
shareholder's computer.
o Control Number - Each shareholder is required to enter his or her
12-digit control number. Proxycard.com verifies the number and
presents the holder with the appropriate proxy card for his or her
fund(s).
o Firewall - To protect the confidentiality of your account records,
Proxycard.com uses only control numbers and card codes to register
votes. Voted positions are then periodically uploaded to our master
database of shareholders listed as of the record date. All
account-specific data remain behind our firewall.
Back to Questions
HOW DO I SIGN THE PROXY CARD?
(DOES NOT APPLY IF VOTING BY PHONE OR INTERNET)
Individual Accounts: Shareholders should sign exactly as their names appear in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names appear in
the registration.
<PAGE> 7
All Other Accounts: The person signing must indicate his or her capacity. For
example, if Jane A. Doe is a trustee for a trust or other entity, she should
sign, "Jane A. Doe, Trustee."
Back to Questions
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 P.M. Central time May 3, 2000.
Back to Questions | Back To Top
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PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST
o What am I being asked to vote on?
o Why is this change being proposed?
o Will there be any tax consequences as a result of this reorganization?
o Where can I find further details about this reorganization?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.
Back to Questions
WHY IS THIS CHANGE BEING PROPOSED?
AIM and the board believe that the Delaware business trust organization has
advantages over the Maryland corporation form of organization. This is why the
Delaware business trust is being used by an increasing number of mutual funds,
including many other AIM funds. Reorganization as a Delaware business trust will
result in greater consistency of fund structure across the AIM fund complex.
The Delaware business trust is more flexible than a Maryland corporation. Among
other things, a Delaware business trust will have greater flexibility to conduct
business without the necessity of engaging in expensive proxy solicitations to
shareholders. Thus, the reorganization may help to contain costs.
Back to Questions
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?
<PAGE> 8
No. The reorganization will be a tax-free event under the appropriate section of
the Internal Revenue Code. Therefore, shareholders of the new funds will not
recognize gain or loss for federal income tax purposes as a result of the
reorganization.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?
Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
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PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT
o What are you being asked to vote on?
o How does the proposed new advisory agreement differ from the current
advisory agreement?
o What effect would it have on the fund's fee schedule?
o How does the board recommend that I vote on this proposal?
WHAT ARE YOU BEING ASKED TO VOTE ON?
You are asked to approve a new advisory agreement between AIM and the company of
which your fund is a series. The advisory agreement authorizes AIM to act as
investment advisor for the fund and to supervise all aspects of the fund's
operations, including the investment and reinvestment of the cash, securities or
other properties that comprise the fund's assets, subject at all times to the
policies and control of the directors. The advisory agreement can only be
amended with shareholder approval.
Back to Questions
HOW DOES THE PROPOSED NEW ADVISORY AGREEMENT DIFFER FROM THE CURRENT ADVISORY
AGREEMENT?
It deletes references to administrative services that are addressed
in a separate agreement and it deletes references to certain expense limitations
that are no longer applicable. It also clarifies the delegation of certain
responsibilities and the non-exclusive nature of AIM's
<PAGE> 9
services (i.e., that AIM may provide services to others). The changes are more
fully described in the proxy statement.
Back to Questions
WHAT EFFECT WOULD IT HAVE ON THE FUND'S FEE SCHEDULE?
The revised advisory agreement would not change the fee schedule applicable to
your fund, but it would allow AIM to request an additional fee for
administrative services performed in connection with securities lending. Any
such additional fee would require approval by the fund's board and would be
deducted from any additional income generated from securities lending
activities.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR CHANGING FUNDAMENTAL INVESTMENT RESTRICTIONS
o What am I being asked to vote on?
o What is the difference between a fundamental restriction and a
non-fundamental restriction?
o Why are these changes being proposed?
o Where can I find further details about these changes?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
You are asked to approve changes to your fund's fundamental investment
restrictions. There are a number of investment restrictions that would be
changed, and it would be impossible to summarize all of them here. We encourage
you to read your proxy statement very carefully.
Back to Questions
WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL RESTRICTION AND A NON-FUNDAMENTAL
RESTRICTION?
A fundamental restriction can be changed only with the approval of
both the fund's board and its shareholders, through a proxy such as this one. A
non-fundamental restriction can be changed with approval of only the fund's
board.
Back to Questions
<PAGE> 10
WHY ARE THESE CHANGES BEING PROPOSED?
o Several of the current restrictions reflect regulatory, business or
industry conditions or requirements that are no longer applicable.
o Some restrictions that previously were designated as fundamental are
not required to be fundamental and are proposed to be designated as
non-fundamental.
o The proposed changes will make investment restrictions more consistent
across all AIM funds.
Accordingly, the board believes changing these restrictions will enable the
funds to be managed more efficiently. In addition, this change will reduce the
number of restrictions that require a shareholder vote to be changed. Therefore,
each fund will be able to avoid the cost and delays associated with such a vote,
and thus be more flexible in the future.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THESE CHANGES?
Details are provided in the section of the proxy statement titled "Changes to
the Fundamental Investment Restrictions of Aggressive Growth, Blue Chip, Capital
Development, Charter, Constellation, Large Cap Growth, and Weingarten."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL TO CHANGE THE INVESTMENT OBJECTIVE AND TO MAKE THE INVESTMENT OBJECTIVE
NON-FUNDAMENTAL
o What am I being asked to vote on?
o What is the difference between a fundamental objective and a
non-fundamental objective?
o Why are these changes being proposed?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
You are asked to approve changes to your fund's investment objective to make it
non-fundamental and to eliminate from the investment objective the types of
securities your fund proposes to purchase in pursuing that objective.
<PAGE> 11
Back to Questions
WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL OBJECTIVE AND A NON-FUNDAMENTAL
OBJECTIVE?
A fundamental objective can be changed only with approval of both the
fund's board and its shareholders, through a proxy statement such as this one. A
non-fundamental objective can be changed with approval of only the fund's board.
Back to Questions
WHY ARE THESE CHANGES BEING PROPOSED?
The board believes that your fund's investment objective should be separate from
a description of the types of securities it purchases. This will permit the
board to alter the types of securities your fund may purchase without also
changing the fund's investment objective. Your fund does not intend to change
the types of securities in which it invests; it is simplifying the language
describing its investment objective.
In addition, if the fund's investment objective is non-fundamental, the board
will be able to change your fund's investment objective in the future without
incurring the time and costs of a shareholder vote.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR all the proposals on the proxy card.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
For more complete information about any AIM funds, including sales charges and
expenses, view or ask your financial advisor for a prospectus(es). Please read
the prospectus(es) carefully before you invest or send money. For additional
information, ask your financial advisor for an investor guide of the fund(s).
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
A I M DISTRIBUTORS, INC. 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
<PAGE> 12
ProxyCard.Com
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Welcome to ProxyCard.com, the fastest and most convenient way to vote your proxy
over the internet. To vote your shares, follow these four easy steps:
1. Review the proxy statement you received in the mail.
2. Enter the control number printed on your proxy card below.
3. Complete your internet proxy card and submit your vote. Don't forget
to click the "this vote is correct" button.
4. Print or save a copy of your confirmation for your records. You may
also have your confirmation emailed to you.
If you have more than one proxy card, you will need to vote each position
individually.
Enter a control number below (printed on your proxy card):
[ ]
[ SUBMIT ]
<PAGE> 13
ProxyCard.Com
- -------------------------------------------------------------------------------
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM AGGRESSIVE GROWTH FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 3, 2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3, 2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[ ] FOR ALL
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
[ ] FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
<PAGE> 14
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
[ ]
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
INC.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
<PAGE> 15
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
NOT APPLICABLE
<PAGE> 16
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
[ SUBMIT ]
<PAGE> 17
ProxyCard.Com
- --------------------------------------------------------------------------------
THIS IS YOUR COMPLETED PROXY CARD. SIGN AND SUBMIT YOUR CARD BY CLICKING
"THIS VOTE IS CORRECT" AT THE BOTTOM OF THE PAGE. TO MAKE CHANGES USE THE
"BACK" BUTTON BELOW. YOU MAY PRINT OR SAVE THIS PAGE OR HAVE A CONFIRMATION
OF YOUR VOTE E-MAILED TO YOU.
[BACK]
[ ] Check this box and enter your e-mail address below if you want to be
e-mailed a copy of your voted proxy. A confirmation will be sent after
you press the "This Vote is Correct" button at the bottom of this
page.
e-mail: [ ]
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM AGGRESSIVE GROWTH FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 3,2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3,2000 AT 3:00 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 NOT CHOICES INDICATED THE SHARES WILL BE VOTED "FOR"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
<PAGE> 18
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[x] FOR ALL
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST
[X] FOR
AGAINST
ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
Inc.
[X] FOR
AGAINST
ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
[X] FOR
AGAINST
ABSTAIN
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
[X] FOR
AGAINST
ABSTAIN
<PAGE> 19
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
[X] FOR
AGAINST
ABSTAIN
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
[X] FOR
AGAINST
ABSTAIN
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE
[X] FOR
AGAINST
ABSTAIN
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
[X] FOR
AGAINST
ABSTAIN
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
[X] FOR
AGAINST
ABSTAIN
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
[X] FOR
AGAINST
ABSTAIN
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
[X] FOR
AGAINST
ABSTAIN
<PAGE> 20
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
[X] FOR
AGAINST
ABSTAIN
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
NOT APPLICABLE
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
[X] FOR
AGAINST
ABSTAIN
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[X] FOR
AGAINST
ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
<PAGE> 21
Is this vote correct?
[THIS VOTE IS CORRECT] [BACK]
If you want to change your vote, use a "Back" button to return to the previous
page.
<PAGE> 22
ProxyCard.Com
- -------------------------------------------------------------------------------
Your vote has been submitted.
If you would like to vote another proxy, enter a control number below:
[ ]
[ SUBMIT ]
<PAGE> 23
AIM BLUE CHIP FUND
PROSPECTUS
ANNUAL REPORT
BACK TO PROXY INFORMATION
ONLINE PROXY VOTING
QUESTIONS & ANSWERS
o General Questions & Answers
o Proposal for Reorganization as a Delaware Business Trust
o Proposal for Approval of a New Advisory Agreement
o Proposal for Changing Fundamental Investment Restrictions
o Proposal for Changing the Investment Objective so that it is
Non-Fundamental
- --------------------------------------------------------------------------------
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
GENERAL QUESTIONS & ANSWERS
o How do I vote?
o What kinds of changes are being proposed?
o Why did I receive multiple proxies?
o How does the board recommend that I vote?
o Will these changes alter the way my fund is managed?
o Why should I vote?
o Has AIM contracted for the services of a proxy solicitor?
o Will my vote be confidential using the online proxy voting system?
o How do I sign the proxy card?
o What is the deadline for voting?
HOW DO I VOTE?
Voting may take place in the following ways:
o You may vote your shares at https://www.proxycard.com. Because
Internet voting is the most economical way to vote your proxy, we
encourage all our shareholders who can to use this method.
o You may indicate your vote on the proxy card and return it in the
postage-paid envelope provided in the shareholder mailings.
o You may call in your vote to Shareholder Communications Corporation at
1-800-605-9205.
o You may attend the meeting in person and vote your shares there.
Back to Questions
<PAGE> 24
WHAT KINDS OF CHANGES ARE BEING PROPOSED?
You are asked to vote on:
o Electing directors of your fund. Directors are responsible for the
general oversight of the fund's business and for assuring that the fund
is managed in the best interests of the fund's shareholders. Details
are presented in the section of the proxy statement titled "Election of
Directors."
o Approving a new advisory agreement with A I M Advisors, Inc. Details
are presented in the section of the proxy statement titled "Approval of
New Investment Advisory Agreement."
o Ratifying the board's selection of independent accountants. Details are
presented in the section of the proxy statement titled "Ratification of
Selection of KPMG LLP as Independent Accountants."
In addition, there are a number of changes proposed for individual funds. It
would be impossible to summarize all of them here. We encourage you to read your
proxy statement very carefully and other information on this website to see
which specific changes are proposed.
Back to Questions
WHY DID I RECEIVE MULTIPLE PROXIES?
Each proxy statement relates to a particular group of funds and each fund has a
set of proposals. You may receive multiple mailings, depending on which group of
funds you own, or you may receive one mailing even though you own more than one
fund. Each mailing contains proxy cards for the fund(s) you own and are entitled
to vote.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR all the proposals on the proxy card.
Back to Questions
WILL THESE CHANGES ALTER THE WAY MY FUND IS MANAGED?
AIM does not expect these changes to have a significant impact on your fund's
day-to-day management. Many of the proposed changes are designed to improve the
consistency of language and policy across funds in The AIM Family of Funds(R).
These changes also provide the funds with increased flexibility to make changes
in the future without incurring the expense of a shareholder meeting.
<PAGE> 25
Back to Questions
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the May 3rd shareholder meeting. If
this happens, the fund may have to make extra solicitations to obtain a quorum
or resend proxies to shareholders, incurring unnecessary additional costs.
Back to Questions
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Shareholder Communications Corporation as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.
Back to Questions
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by Proxycard.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:
o Secure Sockets Layer (SSL) - A security measure that encrypts all
information that travels between Proxycard.com's Web server and the
shareholder's computer.
o Control Number - Each shareholder is required to enter his or her
12-digit control number. Proxycard.com verifies the number and presents
the holder with the appropriate proxy card for his or her fund(s).
o Firewall - To protect the confidentiality of your account records,
Proxycard.com uses only control numbers and card codes to register
votes. Voted positions are then periodically uploaded to our master
database of shareholders listed as of the record date. All
account-specific data remain behind our firewall.
Back to Questions
HOW DO I SIGN THE PROXY CARD?
(DOES NOT APPLY IF VOTING BY PHONE OR INTERNET)
Individual Accounts: Shareholders should sign exactly as their names appear in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names
<PAGE> 26
appear in the registration.
All Other Accounts: The person signing must indicate his or her capacity. For
example, if Jane A. Doe is a trustee for a trust or other entity, she should
sign, "Jane A. Doe, Trustee."
Back to Questions
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 P.M. Central time May 3, 2000.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST
o What am I being asked to vote on?
o Why is this change being proposed?
o Will there be any tax consequences as a result of this reorganization?
o Where can I find further details about this reorganization?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.
Back to Questions
WHY IS THIS CHANGE BEING PROPOSED?
AIM and the board believe that the Delaware business trust organization has
advantages over the Maryland corporation form of organization. This is why the
Delaware business trust is being used by an increasing number of mutual funds,
including many other AIM funds. Reorganization as a Delaware business trust will
result in greater consistency of fund structure across the AIM fund complex.
The Delaware business trust is more flexible than a Maryland corporation. Among
other things, a Delaware business trust will have greater flexibility to conduct
business without the necessity of engaging in expensive proxy solicitations to
shareholders. Thus, the reorganization may help to contain costs.
Back to Questions
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?
<PAGE> 27
No. The reorganization will be a tax-free event under the appropriate section of
the Internal Revenue Code. Therefore, shareholders of the new funds will not
recognize gain or loss for federal income tax purposes as a result of the
reorganization.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?
Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT
o What are you being asked to vote on?
o How does the proposed new advisory agreement differ from the current
advisory agreement?
o What effect would it have on the fund's fee schedule?
o How does the board recommend that I vote on this proposal?
WHAT ARE YOU BEING ASKED TO VOTE ON?
You are asked to approve a new advisory agreement between AIM and the company of
which your fund is a series. The advisory agreement authorizes AIM to act as
investment advisor for the fund and to supervise all aspects of the fund's
operations, including the investment and reinvestment of the cash, securities or
other properties that comprise the fund's assets, subject at all times to the
policies and control of the directors. The advisory agreement can only be
amended with shareholder approval.
Back to Questions
HOW DOES THE PROPOSED NEW ADVISORY AGREEMENT DIFFER FROM THE CURRENT ADVISORY
AGREEMENT?
It deletes references to administrative services that are addressed in a
separate agreement and it deletes references to certain expense limitations that
are no longer applicable. It also clarifies the delegation of certain
responsibilities and the non-exclusive nature of AIM's
<PAGE> 28
services (i.e., that AIM may provide services to others). The changes are more
fully described in the proxy statement.
Back to Questions
WHAT EFFECT WOULD IT HAVE ON THE FUND'S FEE SCHEDULE?
The revised advisory agreement would not change the fee schedule applicable to
your fund, but it would allow AIM to request an additional fee for
administrative services performed in connection with securities lending. Any
such additional fee would require approval by the fund's board and would be
deducted from any additional income generated from securities lending
activities.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR CHANGING FUNDAMENTAL INVESTMENT RESTRICTIONS
o What am I being asked to vote on?
o What is the difference between a fundamental restriction and a
non-fundamental restriction?
o Why are these changes being proposed?
o Where can I find further details about these changes?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
You are asked to approve changes to your fund's fundamental investment
restrictions. There are a number of investment restrictions that would be
changed, and it would be impossible to summarize all of them here. We encourage
you to read your proxy statement very carefully.
Back to Questions
WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL RESTRICTION AND A NON-FUNDAMENTAL
RESTRICTION?
A fundamental restriction can be changed only with the approval of both the
fund's board and its shareholders, through a proxy such as this one. A
non-fundamental restriction can be changed with approval of only the fund's
board.
Back to Questions
<PAGE> 29
WHY ARE THESE CHANGES BEING PROPOSED?
o Several of the current restrictions reflect regulatory, business or
industry conditions or requirements that are no longer applicable.
o Some restrictions that previously were designated as fundamental are
not required to be fundamental and are proposed to be designated as
non-fundamental.
o The proposed changes will make investment restrictions more consistent
across all AIM funds.
Accordingly, the board believes changing these restrictions will enable the
funds to be managed more efficiently. In addition, this change will reduce the
number of restrictions that require a shareholder vote to be changed. Therefore,
each fund will be able to avoid the cost and delays associated with such a vote,
and thus be more flexible in the future.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THESE CHANGES?
Details are provided in the section of the proxy statement titled "Changes to
the Fundamental Investment Restrictions of Aggressive Growth, Blue Chip, Capital
Development, Charter, Constellation, Large Cap Growth, and Weingarten."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR CHANGING THE INVESTMENT OBJECTIVE SO THAT IT IS NON-FUNDAMENTAL
o What am I being asked to vote on?
o What is the difference between a fundamental objective and a
non-fundamental objective?
o Why is this change being proposed?
o Will this change the types of investments the fund makes?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
You are asked to approve changes to your fund's investment objective to make it
non-fundamental.
Back to Questions
<PAGE> 30
WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL OBJECTIVE AND A NON-FUNDAMENTAL
OBJECTIVE?
A fundamental objective can be changed only with approval of both the fund's
board and its shareholders, through a proxy statement such as this one. A
non-fundamental objective can be changed with approval of only the fund's board.
Back to Questions
WHY IS THIS CHANGE BEING PROPOSED?
If the fund's investment objective is non-fundamental, the board will be able to
change your fund's investment objective in the future without incurring the time
and costs of a shareholder vote.
Back to Questions
WILL THIS CHANGE THE TYPES OF INVESTMENTS THE FUND MAKES?
No. There are no current plans to change the investment objective of the fund,
at this present time, if this proposal is approved.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
For more complete information about any AIM funds, including sales charges and
expenses, view or ask your financial advisor for a prospectus(es). Please read
the prospectus(es) carefully before you invest or send money. For additional
information, ask your financial advisor for an investor guide of the fund(s).
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
A I M DISTRIBUTORS, INC. 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
<PAGE> 31
ProxyCard.Com
- -------------------------------------------------------------------------------
Welcome to ProxyCard.com, the fastest and most convenient way to vote your proxy
over the internet. To vote your shares, follow these four easy steps:
1. Review the proxy statement you received in the mail.
2. Enter the control number printed on your proxy card below.
3. Complete your internet proxy card and submit your vote. Don't forget
to click the "this vote is correct" button.
4. Print or save a copy of your confirmation for your records. You may
also have your confirmation emailed to you.
If you have more than one proxy card, you will need to vote each position
individually.
Enter a control number below (printed on your proxy card):
[ ]
[ SUBMIT ]
<PAGE> 32
ProxyCard.Com
- -------------------------------------------------------------------------------
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM BLUE CHIP FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 3, 2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3, 2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[ ] FOR ALL
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
[ ] FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
<PAGE> 33
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
[ ]
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
INC.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
<PAGE> 34
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
NOT APPLICABLE
<PAGE> 35
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
[SUBMIT]
<PAGE> 36
ProxyCard.Com
- --------------------------------------------------------------------------------
THIS IS YOUR COMPLETED PROXY CARD. SIGN AND SUBMIT YOUR CARD BY CLICKING
"THIS VOTE IS CORRECT" AT THE BOTTOM OF THE PAGE. TO MAKE CHANGES USE THE
"BACK" BUTTON BELOW. YOU MAY PRINT OR SAVE THIS PAGE OR HAVE A CONFIRMATION
OF YOUR VOTE E-MAILED TO YOU.
[BACK]
[ ] Check this box and enter your e-mail address below if you want to be
e-mailed a copy of your voted proxy. A confirmation will be sent after
you press the "This Vote is Correct" button at the bottom of this
page.
e-mail: [ ]
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM BLUE CHIP FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 3,2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3,2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
<PAGE> 37
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[x] FOR ALL
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST
[X] FOR
AGAINST
ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
Inc.
[X] FOR
AGAINST
ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
[X] FOR
AGAINST
ABSTAIN
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
[X] FOR
AGAINST
ABSTAIN
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
[X] FOR
AGAINST
ABSTAIN
<PAGE> 38
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
[X] FOR
AGAINST
ABSTAIN
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
[X] FOR
AGAINST
ABSTAIN
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE
[X] FOR
AGAINST
ABSTAIN
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
[X] FOR
AGAINST
ABSTAIN
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
[X] FOR
AGAINST
ABSTAIN
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
[X] FOR
AGAINST
ABSTAIN
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
[X] FOR
AGAINST
ABSTAIN
<PAGE> 39
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
[X] FOR
AGAINST
ABSTAIN
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
NOT APPLICABLE
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
[X] FOR
AGAINST
ABSTAIN
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[X] FOR
AGAINST
ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
<PAGE> 40
Is this vote correct?
[THIS VOTE IS CORRECT] [BACK]
If you want to change your vote, use a "Back" button to return to the previous
page.
<PAGE> 41
ProxyCard.Com
- -------------------------------------------------------------------------------
Your vote has been submitted.
If you would like to vote another proxy, enter a control number below:
[ ]
[ SUBMIT ]
<PAGE> 42
AIM CAPITAL DEVELOPMENT FUND
PROSPECTUS
ANNUAL REPORT
BACK TO PROXY INFORMATION
ONLINE PROXY VOTING
QUESTIONS & ANSWERS
o General Questions & Answers
o Proposal for Reorganization as a Delaware Business Trust
o Proposal for Approval of a New Advisory Agreement
o Proposal for Changing Fundamental Investment Restrictions
o Proposal for Changing the Investment Objective so that it is
Non-Fundamental
- --------------------------------------------------------------------------------
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
GENERAL QUESTIONS & ANSWERS
o How do I vote?
o What kinds of changes are being proposed?
o Why did I receive multiple proxies?
o How does the board recommend that I vote?
o Will these changes alter the way my fund is managed?
o Why should I vote?
o Has AIM contracted for the services of a proxy solicitor?
o Will my vote be confidential using the online proxy voting system?
o How do I sign the proxy card?
o What is the deadline for voting?
HOW DO I VOTE?
Voting may take place in the following ways:
o You may vote your shares at https://www.proxycard.com. Because
Internet voting is the most economical way to vote your proxy, we
encourage all our shareholders who can to use this method.
o You may indicate your vote on the proxy card and return it in the
postage-paid envelope provided in the shareholder mailings.
o You may call in your vote to Shareholder Communications Corporation at
1-800-605-9205.
o You may attend the meeting in person and vote your shares there.
Back to Questions
<PAGE> 43
WHAT KINDS OF CHANGES ARE BEING PROPOSED?
You are asked to vote on:
o Electing directors of your fund. Directors are responsible for the
general oversight of the fund's business and for assuring that the
fund is managed in the best interests of the fund's shareholders.
Details are presented in the section of the proxy statement titled
"Election of Directors."
o Approving a new advisory agreement with A I M Advisors, Inc. Details
are presented in the section of the proxy statement titled "Approval
of New Investment Advisory Agreement."
o Ratifying the board's selection of independent accountants. Details
are presented in the section of the proxy statement titled
"Ratification of Selection of KPMG LLP as Independent Accountants."
In addition, there are a number of changes proposed for individual funds. It
would be impossible to summarize all of them here. We encourage you to read your
proxy statement very carefully and other information on this website to see
which specific changes are proposed.
Back to Questions
WHY DID I RECEIVE MULTIPLE PROXIES?
Each proxy statement relates to a particular group of funds and each fund has a
set of proposals. You may receive multiple mailings, depending on which group of
funds you own, or you may receive one mailing even though you own more than one
fund. Each mailing contains proxy cards for the fund(s) you own and are entitled
to vote.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR all the proposals on the proxy card.
Back to Questions
WILL THESE CHANGES ALTER THE WAY MY FUND IS MANAGED?
AIM does not expect these changes to have a significant impact on your fund's
day-to-day management. Many of the proposed changes are designed to improve the
consistency of language and policy across funds in The AIM Family of Funds(R).
These changes also provide the funds with increased flexibility to make changes
in the future without incurring the expense of a shareholder meeting.
<PAGE> 44
Back to Questions
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the May 3rd shareholder meeting. If
this happens, the fund may have to make extra solicitations to obtain a quorum
or resend proxies to shareholders, incurring unnecessary additional costs.
Back to Questions
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Shareholder Communications Corporation as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.
Back to Questions
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by Proxycard.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:
o Secure Sockets Layer (SSL) - A security measure that encrypts all
information that travels between Proxycard.com's Web server and the
shareholder's computer.
o Control Number - Each shareholder is required to enter his or her
12-digit control number. Proxycard.com verifies the number and
presents the holder with the appropriate proxy card for his or her
fund(s).
o Firewall - To protect the confidentiality of your account records,
Proxycard.com uses only control numbers and card codes to register
votes. Voted positions are then periodically uploaded to our master
database of shareholders listed as of the record date. All
account-specific data remain behind our firewall.
Back to Questions
HOW DO I SIGN THE PROXY CARD?
(DOES NOT APPLY IF VOTING BY PHONE OR INTERNET)
Individual Accounts: Shareholders should sign exactly as their names appear in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names
<PAGE> 45
appear in the registration.
All Other Accounts: The person signing must indicate his or her capacity. For
example, if Jane A. Doe is a trustee for a trust or other entity, she should
sign, "Jane A. Doe, Trustee."
Back to Questions
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 P.M. Central time May 3, 2000.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST
o What am I being asked to vote on?
o Why is this change being proposed?
o Will there be any tax consequences as a result of this reorganization?
o Where can I find further details about this reorganization?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.
Back to Questions
WHY IS THIS CHANGE BEING PROPOSED?
AIM and the board believe that the Delaware business trust organization has
advantages over the Maryland corporation form of organization. This is why the
Delaware business trust is being used by an increasing number of mutual funds,
including many other AIM funds. Reorganization as a Delaware business trust will
result in greater consistency of fund structure across the AIM fund complex.
The Delaware business trust is more flexible than a Maryland corporation. Among
other things, a Delaware business trust will have greater flexibility to conduct
business without the necessity of engaging in expensive proxy solicitations to
shareholders. Thus, the reorganization may help to contain costs.
Back to Questions
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?
<PAGE> 46
No. The reorganization will be a tax-free event under the appropriate section of
the Internal Revenue Code. Therefore, shareholders of the new funds will not
recognize gain or loss for federal income tax purposes as a result of the
reorganization.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?
Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT
o What are you being asked to vote on?
o How does the proposed new advisory agreement differ from the current
advisory agreement?
o What effect would it have on the fund's fee schedule?
o How does the board recommend that I vote on this proposal?
WHAT ARE YOU BEING ASKED TO VOTE ON?
You are asked to approve a new advisory agreement between AIM and the company of
which your fund is a series. The advisory agreement authorizes AIM to act as
investment advisor for the fund and to supervise all aspects of the fund's
operations, including the investment and reinvestment of the cash, securities or
other properties that comprise the fund's assets, subject at all times to the
policies and control of the directors. The advisory agreement can only be
amended with shareholder approval.
Back to Questions
HOW DOES THE PROPOSED NEW ADVISORY AGREEMENT DIFFER FROM THE CURRENT ADVISORY
AGREEMENT?
It deletes references to administrative services that are addressed in a
separate agreement and it deletes references to certain expense limitations that
are no longer applicable. It also clarifies the delegation of certain
responsibilities and the non-exclusive nature of AIM's
<PAGE> 47
services (i.e., that AIM may provide services to others). The changes are more
fully described in the proxy statement.
Back to Questions
WHAT EFFECT WOULD IT HAVE ON THE FUND'S FEE SCHEDULE?
The revised advisory agreement would not change the fee schedule applicable to
your fund, but it would allow AIM to request an additional fee for
administrative services performed in connection with securities lending. Any
such additional fee would require approval by the fund's board and would be
deducted from any additional income generated from securities lending
activities.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR CHANGING FUNDAMENTAL INVESTMENT RESTRICTIONS
o What am I being asked to vote on?
o What is the difference between a fundamental restriction and a
non-fundamental restriction?
o Why are these changes being proposed?
o Where can I find further details about these changes?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
You are asked to approve changes to your fund's fundamental investment
restrictions. There are a number of investment restrictions that would be
changed, and it would be impossible to summarize all of them here. We encourage
you to read your proxy statement very carefully.
Back to Questions
WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL RESTRICTION AND A NON-FUNDAMENTAL
RESTRICTION?
A fundamental restriction can be changed only with the approval of both the
fund's board and its shareholders, through a proxy such as this one. A
non-fundamental restriction can be changed with approval of only the fund's
board.
Back to Questions
<PAGE> 48
WHY ARE THESE CHANGES BEING PROPOSED?
o Several of the current restrictions reflect regulatory, business or
industry conditions or requirements that are no longer applicable.
o Some restrictions that previously were designated as fundamental are
not required to be fundamental and are proposed to be designated as
non-fundamental.
o The proposed changes will make investment restrictions more consistent
across all AIM funds.
Accordingly, the board believes changing these restrictions will enable the
funds to be managed more efficiently. In addition, this change will reduce the
number of restrictions that require a shareholder vote to be changed. Therefore,
each fund will be able to avoid the cost and delays associated with such a vote,
and thus be more flexible in the future.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THESE CHANGES?
Details are provided in the section of the proxy statement titled "Changes to
the Fundamental Investment Restrictions of Aggressive Growth, Blue Chip, Capital
Development, Charter, Constellation, Large Cap Growth, and Weingarten."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR CHANGING THE INVESTMENT OBJECTIVE SO THAT IT IS NON-FUNDAMENTAL
o What am I being asked to vote on?
o What is the difference between a fundamental objective and a
non-fundamental objective?
o Why is this change being proposed?
o Will this change the types of investments the fund makes?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
You are asked to approve changes to your fund's investment objective to make it
non-fundamental.
Back to Questions
<PAGE> 49
WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL OBJECTIVE AND A NON-FUNDAMENTAL
OBJECTIVE?
A fundamental objective can be changed only with approval of both the fund's
board and its shareholders, through a proxy statement such as this one. A
non-fundamental objective can be changed with approval of only the fund's board.
Back to Questions
WHY IS THIS CHANGE BEING PROPOSED?
If the fund's investment objective is non-fundamental, the board will be able to
change your fund's investment objective in the future without incurring the time
and costs of a shareholder vote.
Back to Questions
WILL THIS CHANGE THE TYPES OF INVESTMENTS THE FUND MAKES?
No. There are no current plans to change the investment objective of the fund,
at this present time, if this proposal is approved.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
For more complete information about any AIM funds, including sales charges and
expenses, view or ask your financial advisor for a prospectus(es). Please read
the prospectus(es) carefully before you invest or send money. For additional
information, ask your financial advisor for an investor guide of the fund(s).
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
A I M DISTRIBUTORS, INC. 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
<PAGE> 50
ProxyCard.Com
- -------------------------------------------------------------------------------
Welcome to ProxyCard.com, the fastest and most convenient way to vote your proxy
over the internet. To vote your shares, follow these four easy steps:
1. Review the proxy statement you received in the mail.
2. Enter the control number printed on your proxy card below.
3. Complete your internet proxy card and submit your vote. Don't forget
to click the "this vote is correct" button.
4. Print or save a copy of your confirmation for your records. You may
also have your confirmation emailed to you.
If you have more than one proxy card, you will need to vote each position
individually.
Enter a control number below (printed on your proxy card):
[ ]
[ SUBMIT ]
<PAGE> 51
ProxyCard.Com
- -------------------------------------------------------------------------------
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM CAPITAL DEVELOPMENT FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 3, 2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3, 2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[ ] FOR ALL
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
[ ] FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
<PAGE> 52
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
[ ]
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
INC.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
<PAGE> 53
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
NOT APPLICABLE
<PAGE> 54
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
[ SUBMIT ]
<PAGE> 55
ProxyCard.Com
- --------------------------------------------------------------------------------
THIS IS YOUR COMPLETED PROXY CARD. SIGN AND SUBMIT YOUR CARD BY CLICKING
"THIS VOTE IS CORRECT" AT THE BOTTOM OF THE PAGE. TO MAKE CHANGES USE THE
"BACK" BUTTON BELOW. YOU MAY PRINT OR SAVE THIS PAGE OR HAVE A CONFIRMATION
OF YOUR VOTE E-MAILED TO YOU.
[BACK]
[ ] Check this box and enter your e-mail address below if you want to be
e-mailed a copy of your voted proxy. A confirmation will be sent after
you press the "This Vote is Correct" button at the bottom of this
page.
e-mail: [ ]
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM CAPITAL DEVELOPMENT FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 3,2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3,2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
<PAGE> 56
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[x] FOR ALL
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST
[X] FOR
AGAINST
ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
Inc.
[X] FOR
AGAINST
ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
[X] FOR
AGAINST
ABSTAIN
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
[X] FOR
AGAINST
ABSTAIN
<PAGE> 57
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
[X] FOR
AGAINST
ABSTAIN
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
[X] FOR
AGAINST
ABSTAIN
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE
[X] FOR
AGAINST
ABSTAIN
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
[X] FOR
AGAINST
ABSTAIN
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
[X] FOR
AGAINST
ABSTAIN
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
[X] FOR
AGAINST
ABSTAIN
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
[X] FOR
AGAINST
ABSTAIN
<PAGE> 58
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
[X] FOR
AGAINST
ABSTAIN
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
NOT APPLICABLE
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
[X] FOR
AGAINST
ABSTAIN
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[X] FOR
AGAINST
ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
<PAGE> 59
Is this vote correct?
[ THIS VOTE IS CORRECT ] [ BACK ]
If you want to change your vote, use a "Back" button to return to the previous
page.
<PAGE> 60
ProxyCard.Com
- -------------------------------------------------------------------------------
Your vote has been submitted.
If you would like to vote another proxy, enter a control number below:
[ ]
[ SUBMIT ]
<PAGE> 61
AIM CHARTER FUND
PROSPECTUS
ANNUAL REPORT
BACK TO PROXY INFORMATION
ONLINE PROXY VOTING
QUESTIONS & ANSWERS
o General Questions & Answers
o Proposal for Reorganization as a Delaware Business Trust
o Proposal for Approval of a New Advisory Agreement
o Proposal for Changing Fundamental Investment Restrictions
- --------------------------------------------------------------------------------
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
GENERAL QUESTIONS & ANSWERS
o How do I vote?
o What kinds of changes are being proposed?
o Why did I receive multiple proxies?
o How does the board recommend that I vote?
o Will these changes alter the way my fund is managed?
o Why should I vote?
o Has AIM contracted for the services of a proxy solicitor?
o Will my vote be confidential using the online proxy voting system?
o How do I sign the proxy card?
o What is the deadline for voting?
HOW DO I VOTE?
Voting may take place in the following ways:
o You may vote your shares at https://www.proxycard.com. Because
Internet voting is the most economical way to vote your proxy, we
encourage all our shareholders who can to use this method.
o You may indicate your vote on the proxy card and return it in the
postage-paid envelope provided in the shareholder mailings.
o You may call in your vote to Shareholder Communications Corporation at
1-800-605-9205.
o You may attend the meeting in person and vote your shares there.
Back to Questions
WHAT KINDS OF CHANGES ARE BEING PROPOSED?
<PAGE> 62
You are asked to vote on:
o Electing directors of your fund. Directors are responsible for the
general oversight of the fund's business and for assuring that the
fund is managed in the best interests of the fund's shareholders.
Details are presented in the section of the proxy statement titled
"Election of Directors."
o Approving a new advisory agreement with A I M Advisors, Inc. Details
are presented in the section of the proxy statement titled "Approval
of New Investment Advisory Agreement."
o Ratifying the board's selection of independent accountants. Details
are presented in the section of the proxy statement titled
"Ratification of Selection of KPMG LLP as Independent Accountants."
In addition, there are a number of changes proposed for individual funds. It
would be impossible to summarize all of them here. We encourage you to read your
proxy statement very carefully and other information on this website to see
which specific changes are proposed.
Back to Questions
WHY DID I RECEIVE MULTIPLE PROXIES?
Each proxy statement relates to a particular group of funds and each fund has a
set of proposals. You may receive multiple mailings, depending on which group of
funds you own, or you may receive one mailing even though you own more than one
fund. Each mailing contains proxy cards for the fund(s) you own and are entitled
to vote.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR all the proposals on the proxy card.
Back to Questions
WILL THESE CHANGES ALTER THE WAY MY FUND IS MANAGED?
AIM does not expect these changes to have a significant impact on your fund's
day-to-day management. Many of the proposed changes are designed to improve the
consistency of language and policy across funds in The AIM Family of Funds(R).
These changes also provide the funds with increased flexibility to make changes
in the future without incurring the expense of a shareholder meeting.
Back to Questions
<PAGE> 63
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the May 3rd shareholder meeting. If
this happens, the fund may have to make extra solicitations to obtain a quorum
or resend proxies to shareholders, incurring unnecessary additional costs.
Back to Questions
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Shareholder Communications Corporation as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.
Back to Questions
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by Proxycard.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:
o Secure Sockets Layer (SSL) - A security measure that encrypts all
information that travels between Proxycard.com's Web server and the
shareholder's computer.
o Control Number - Each shareholder is required to enter his or her
12-digit control number. Proxycard.com verifies the number and
presents the holder with the appropriate proxy card for his or her
fund(s).
o Firewall - To protect the confidentiality of your account records,
Proxycard.com uses only control numbers and card codes to register
votes. Voted positions are then periodically uploaded to our master
database of shareholders listed as of the record date. All
account-specific data remain behind our firewall.
Back to Questions
HOW DO I SIGN THE PROXY CARD?
(DOES NOT APPLY IF VOTING BY PHONE OR INTERNET)
Individual Accounts: Shareholders should sign exactly as their names appear in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names appear in
the registration.
<PAGE> 64
All Other Accounts: The person signing must indicate his or her capacity. For
example, if Jane A. Doe is a trustee for a trust or other entity, she should
sign, "Jane A. Doe, Trustee."
Back to Questions
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 P.M. Central time May 3, 2000.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST
o What am I being asked to vote on?
o Why is this change being proposed?
o Will there be any tax consequences as a result of this reorganization?
o Where can I find further details about this reorganization?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.
Back to Questions
WHY IS THIS CHANGE BEING PROPOSED?
AIM and the board believe that the Delaware business trust organization has
advantages over the Maryland corporation form of organization. This is why the
Delaware business trust is being used by an increasing number of mutual funds,
including many other AIM funds. Reorganization as a Delaware business trust will
result in greater consistency of fund structure across the AIM fund complex.
The Delaware business trust is more flexible than a Maryland corporation. Among
other things, a Delaware business trust will have greater flexibility to conduct
business without the necessity of engaging in expensive proxy solicitations to
shareholders. Thus, the reorganization may help to contain costs.
Back to Questions
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?
<PAGE> 65
No. The reorganization will be a tax-free event under the appropriate section of
the Internal Revenue Code. Therefore, shareholders of the new funds will not
recognize gain or loss for federal income tax purposes as a result of the
reorganization.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?
Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT
o What are you being asked to vote on?
o How does the proposed new advisory agreement differ from the current
advisory agreement?
o What effect would it have on the fund's fee schedule?
o How does the board recommend that I vote on this proposal?
WHAT ARE YOU BEING ASKED TO VOTE ON?
You are asked to approve a new advisory agreement between AIM and the company of
which your fund is a series. The advisory agreement authorizes AIM to act as
investment advisor for the fund and to supervise all aspects of the fund's
operations, including the investment and reinvestment of the cash, securities or
other properties that comprise the fund's assets, subject at all times to the
policies and control of the directors. The advisory agreement can only be
amended with shareholder approval.
Back to Questions
HOW DOES THE PROPOSED NEW ADVISORY AGREEMENT DIFFER FROM THE CURRENT ADVISORY
AGREEMENT?
It deletes references to administrative services that are addressed in a
separate agreement and it deletes references to certain expense limitations that
are no longer applicable. It also clarifies the delegation of certain
responsibilities and the non-exclusive nature of AIM's
<PAGE> 66
services (i.e., that AIM may provide services to others). The changes are more
fully described in the proxy statement.
Back to Questions
WHAT EFFECT WOULD IT HAVE ON THE FUND'S FEE SCHEDULE?
The revised advisory agreement would not change the fee schedule applicable to
your fund, but it would allow AIM to request an additional fee for
administrative services performed in connection with securities lending. Any
such additional fee would require approval by the fund's board and would be
deducted from any additional income generated from securities lending
activities.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR CHANGING FUNDAMENTAL INVESTMENT RESTRICTIONS
o What am I being asked to vote on?
o What is the difference between a fundamental restriction and a
non-fundamental restriction?
o Why are these changes being proposed?
o Where can I find further details about these changes?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
You are asked to approve changes to your fund's fundamental investment
restrictions. There are a number of investment restrictions that would be
changed, and it would be impossible to summarize all of them here. We encourage
you to read your proxy statement very carefully.
Back to Questions
WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL RESTRICTION AND A NON-FUNDAMENTAL
RESTRICTION?
A fundamental restriction can be changed only with the approval of
both the fund's board and its shareholders, through a proxy such as this one. A
non-fundamental restriction can be changed with approval of only the fund's
board.
Back to Questions
<PAGE> 67
WHY ARE THESE CHANGES BEING PROPOSED?
o Several of the current restrictions reflect regulatory, business or
industry conditions or requirements that are no longer applicable.
o Some restrictions that previously were designated as fundamental are
not required to be fundamental and are proposed to be designated as
non-fundamental.
o The proposed changes will make investment restrictions more consistent
across all AIM funds.
Accordingly, the board believes changing these restrictions will enable the
funds to be managed more efficiently. In addition, this change will reduce the
number of restrictions that require a shareholder vote to be changed. Therefore,
each fund will be able to avoid the cost and delays associated with such a vote,
and thus be more flexible in the future.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THESE CHANGES?
Details are provided in the section of the proxy statement titled "Changes to
the Fundamental Investment Restrictions of Aggressive Growth, Blue Chip, Capital
Development, Charter, Constellation, Large Cap Growth, and Weingarten."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
For more complete information about any AIM funds, including sales charges and
expenses, view or ask your financial advisor for a prospectus(es). Please read
the prospectus(es) carefully before you invest or send money. For additional
information, ask your financial advisor for an investor guide of the fund(s).
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
A I M DISTRIBUTORS, INC. 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
<PAGE> 68
ProxyCard.Com
- -------------------------------------------------------------------------------
Welcome to ProxyCard.com, the fastest and most convenient way to vote your proxy
over the internet. To vote your shares, follow these four easy steps:
1. Review the proxy statement you received in the mail.
2. Enter the control number printed on your proxy card below.
3. Complete your internet proxy card and submit your vote. Don't forget
to click the "this vote is correct" button.
4. Print or save a copy of your confirmation for your records. You may
also have your confirmation emailed to you.
If you have more than one proxy card, you will need to vote each position
individually.
Enter a control number below (printed on your proxy card):
[ ]
[ SUBMIT ]
<PAGE> 69
ProxyCard.Com
- -------------------------------------------------------------------------------
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM CHARTER FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 3, 2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3, 2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[ ] FOR ALL
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
[ ] FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
<PAGE> 70
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
[ ]
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
INC.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
<PAGE> 71
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
<PAGE> 72
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
[SUBMIT]
<PAGE> 73
ProxyCard.Com
- --------------------------------------------------------------------------------
THIS IS YOUR COMPLETED PROXY CARD. SIGN AND SUBMIT YOUR CARD BY CLICKING
"THIS VOTE IS CORRECT" AT THE BOTTOM OF THE PAGE. TO MAKE CHANGES USE THE
"BACK" BUTTON BELOW. YOU MAY PRINT OR SAVE THIS PAGE OR HAVE A CONFIRMATION
OF YOUR VOTE E-MAILED TO YOU.
[BACK]
[ ] Check this box and enter your e-mail address below if you want to be
e-mailed a copy of your voted proxy. A confirmation will be sent after
you press the "This Vote is Correct" button at the bottom of this
page.
e-mail: [ ]
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM CHARTER FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 3,2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3,2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
<PAGE> 74
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[x] FOR ALL
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST
[X] FOR
AGAINST
ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
Inc.
[X] FOR
AGAINST
ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
[X] FOR
AGAINST
ABSTAIN
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
[X] FOR
AGAINST
ABSTAIN
<PAGE> 75
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
[X] FOR
AGAINST
ABSTAIN
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
[X] FOR
AGAINST
ABSTAIN
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE
[X] FOR
AGAINST
ABSTAIN
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
[X] FOR
AGAINST
ABSTAIN
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
[X] FOR
AGAINST
ABSTAIN
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
[X] FOR
AGAINST
ABSTAIN
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
[X] FOR
AGAINST
ABSTAIN
<PAGE> 76
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
[X] FOR
AGAINST
ABSTAIN
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
[X] FOR
AGAINST
ABSTAIN
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
[X] FOR
AGAINST
ABSTAIN
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
[X] FOR
AGAINST
ABSTAIN
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[X] FOR
AGAINST
ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
<PAGE> 77
Is this vote correct?
[THIS VOTE IS CORRECT] [BACK]
If you want to change your vote, use a "Back" button to return to the previous
page.
<PAGE> 78
ProxyCard.Com
- -------------------------------------------------------------------------------
Your vote has been submitted.
If you would like to vote another proxy, enter a control number below:
[ ]
[SUBMIT]
<PAGE> 79
AIM CONSTELLATION FUND
PROSPECTUS
ANNUAL REPORT
BACK TO PROXY INFORMATION
ONLINE PROXY VOTING
QUESTIONS & ANSWERS
o General Questions & Answers
o Proposal for Reorganization as a Delaware Business Trust
o Proposal for Approval of a New Advisory Agreement
o Proposal for Changing Fundamental Investment Restrictions
- --------------------------------------------------------------------------------
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
GENERAL QUESTIONS & ANSWERS
o How do I vote?
o What kinds of changes are being proposed?
o Why did I receive multiple proxies?
o How does the board recommend that I vote?
o Will these changes alter the way my fund is managed?
o Why should I vote?
o Has AIM contracted for the services of a proxy solicitor?
o Will my vote be confidential using the online proxy voting system?
o How do I sign the proxy card?
o What is the deadline for voting?
HOW DO I VOTE?
Voting may take place in the following ways:
o You may vote your shares at https://www.proxycard.com. Because
Internet voting is the most economical way to vote your proxy, we
encourage all our shareholders who can to use this method.
o You may indicate your vote on the proxy card and return it in the
postage-paid envelope provided in the shareholder mailings.
o You may call in your vote to Shareholder Communications Corporation at
1-800-605-9205.
o You may attend the meeting in person and vote your shares there.
Back to Questions
WHAT KINDS OF CHANGES ARE BEING PROPOSED?
<PAGE> 80
You are asked to vote on:
o Electing directors of your fund. Directors are responsible for the
general oversight of the fund's business and for assuring that the
fund is managed in the best interests of the fund's shareholders.
Details are presented in the section of the proxy statement titled
"Election of Directors."
o Approving a new advisory agreement with A I M Advisors, Inc. Details
are presented in the section of the proxy statement titled "Approval
of New Investment Advisory Agreement."
o Ratifying the board's selection of independent accountants. Details
are presented in the section of the proxy statement titled
"Ratification of Selection of KPMG LLP as Independent Accountants."
In addition, there are a number of changes proposed for individual funds. It
would be impossible to summarize all of them here. We encourage you to read your
proxy statement very carefully and other information on this website to see
which specific changes are proposed.
Back to Questions
WHY DID I RECEIVE MULTIPLE PROXIES?
Each proxy statement relates to a particular group of funds and each fund has a
set of proposals. You may receive multiple mailings, depending on which group of
funds you own, or you may receive one mailing even though you own more than one
fund. Each mailing contains proxy cards for the fund(s) you own and are entitled
to vote.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR all the proposals on the proxy card.
Back to Questions
WILL THESE CHANGES ALTER THE WAY MY FUND IS MANAGED?
AIM does not expect these changes to have a significant impact on your fund's
day-to-day management. Many of the proposed changes are designed to improve the
consistency of language and policy across funds in The AIM Family of Funds(R).
These changes also provide the funds with increased flexibility to make changes
in the future without incurring the expense of a shareholder meeting.
Back to Questions
<PAGE> 81
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the May 3rd shareholder meeting. If
this happens, the fund may have to make extra solicitations to obtain a quorum
or resend proxies to shareholders, incurring unnecessary additional costs.
Back to Questions
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Shareholder Communications Corporation as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.
Back to Questions
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by Proxycard.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:
o Secure Sockets Layer (SSL) - A security measure that encrypts all
information that travels between Proxycard.com's Web server and the
shareholder's computer.
o Control Number - Each shareholder is required to enter his or her
12-digit control number. Proxycard.com verifies the number and
presents the holder with the appropriate proxy card for his or her
fund(s).
o Firewall - To protect the confidentiality of your account records,
Proxycard.com uses only control numbers and card codes to register
votes. Voted positions are then periodically uploaded to our master
database of shareholders listed as of the record date. All
account-specific data remain behind our firewall.
Back to Questions
HOW DO I SIGN THE PROXY CARD?
(DOES NOT APPLY IF VOTING BY PHONE OR INTERNET)
Individual Accounts: Shareholders should sign exactly as their names appear in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names appear in
the registration.
<PAGE> 82
All Other Accounts: The person signing must indicate his or her capacity. For
example, if Jane A. Doe is a trustee for a trust or other entity, she should
sign, "Jane A. Doe, Trustee."
Back to Questions
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 P.M. Central time May 3, 2000.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST
o What am I being asked to vote on?
o Why is this change being proposed?
o Will there be any tax consequences as a result of this reorganization?
o Where can I find further details about this reorganization?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.
Back to Questions
WHY IS THIS CHANGE BEING PROPOSED?
AIM and the board believe that the Delaware business trust organization has
advantages over the Maryland corporation form of organization. This is why the
Delaware business trust is being used by an increasing number of mutual funds,
including many other AIM funds. Reorganization as a Delaware business trust will
result in greater consistency of fund structure across the AIM fund complex.
The Delaware business trust is more flexible than a Maryland corporation. Among
other things, a Delaware business trust will have greater flexibility to conduct
business without the necessity of engaging in expensive proxy solicitations to
shareholders. Thus, the reorganization may help to contain costs.
Back to Questions
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?
<PAGE> 83
No. The reorganization will be a tax-free event under the appropriate section of
the Internal Revenue Code. Therefore, shareholders of the new funds will not
recognize gain or loss for federal income tax purposes as a result of the
reorganization.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?
Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT
o What are you being asked to vote on?
o How does the proposed new advisory agreement differ from the current
advisory agreement?
o What effect would it have on the fund's fee schedule?
WHAT ARE YOU BEING ASKED TO VOTE ON?
You are asked to approve a new advisory agreement between AIM and the company of
which your fund is a series. The advisory agreement authorizes AIM to act as
investment advisor for the fund and to supervise all aspects of the fund's
operations, including the investment and reinvestment of the cash, securities or
other properties that comprise the fund's assets, subject at all times to the
policies and control of the directors. The advisory agreement can only be
amended with shareholder approval.
Back to Questions
HOW DOES THE PROPOSED NEW ADVISORY AGREEMENT DIFFER FROM THE CURRENT ADVISORY
AGREEMENT?
It deletes references to administrative services that are addressed in a
separate agreement and it deletes references to certain expense limitations that
are no longer applicable. It also clarifies the delegation of certain
responsibilities and the non-exclusive nature of AIM's services (i.e., that AIM
may provide services to others). The changes are
<PAGE> 84
more fully described in the proxy statement.
Back to Questions
WHAT EFFECT WOULD IT HAVE ON THE FUND'S FEE SCHEDULE?
The revised advisory agreement would not change the fee schedule applicable to
your fund, but it would allow AIM to request an additional fee for
administrative services performed in connection with securities lending. Any
such additional fee would require approval by the fund's board and would be
deducted from any additional income generated from securities lending
activities.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR CHANGING FUNDAMENTAL INVESTMENT RESTRICTIONS
o What am I being asked to vote on?
o What is the difference between a fundamental restriction and a
non-fundamental restriction?
o Why are these changes being proposed?
o Where can I find further details about these changes?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
You are asked to approve changes to your fund's fundamental investment
restrictions. There are a number of investment restrictions that would be
changed, and it would be impossible to summarize all of them here. We encourage
you to read your proxy statement very carefully.
Back to Questions
WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL RESTRICTION AND A NON-FUNDAMENTAL
RESTRICTION?
A fundamental restriction can be changed only with the approval of both the
fund's board and its shareholders, through a proxy such as this one. A
non-fundamental restriction can be changed with approval of only the fund's
board.
Back to Questions
WHY ARE THESE CHANGES BEING PROPOSED?
o Several of the current restrictions reflect regulatory, business or
industry conditions or requirements that are no longer applicable.
o Some restrictions that previously were designated as fundamental are
not required to be fundamental and are proposed to be
<PAGE> 85
designated as non-fundamental.
o The proposed changes will make investment restrictions more consistent
across all AIM funds.
Accordingly, the board believes changing these restrictions will enable the
funds to be managed more efficiently. In addition, this change will reduce the
number of restrictions that require a shareholder vote to be changed. Therefore,
each fund will be able to avoid the cost and delays associated with such a vote,
and thus be more flexible in the future.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THESE CHANGES?
Details are provided in the section of the proxy statement titled "Changes to
the Fundamental Investment Restrictions of Aggressive Growth, Blue Chip, Capital
Development, Charter, Constellation, Large Cap Growth, and Weingarten."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
For more complete information about any AIM funds, including sales charges and
expenses, view or ask your financial advisor for a prospectus(es). Please read
the prospectus(es) carefully before you invest or send money. For additional
information, ask your financial advisor for an investor guide of the fund(s).
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
A I M DISTRIBUTORS, INC. 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
<PAGE> 86
ProxyCard.Com
- -------------------------------------------------------------------------------
Welcome to ProxyCard.com, the fastest and most convenient way to vote your proxy
over the internet. To vote your shares, follow these four easy steps:
1. Review the proxy statement you received in the mail.
2. Enter the control number printed on your proxy card below.
3. Complete your internet proxy card and submit your vote. Don't forget
to click the "this vote is correct" button.
4. Print or save a copy of your confirmation for your records. You may
also have your confirmation emailed to you.
If you have more than one proxy card, you will need to vote each position
individually.
Enter a control number below (printed on your proxy card):
[ ]
[ SUBMIT ]
<PAGE> 87
ProxyCard.Com
- -------------------------------------------------------------------------------
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM CONSTELLATION FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 3, 2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3, 2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[ ] FOR ALL
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
[ ] FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
<PAGE> 88
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
[ ]
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
INC.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
<PAGE> 89
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
NOT APPLICABLE
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
NOT APPLICABLE
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
<PAGE> 90
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
[ SUBMIT ]
<PAGE> 91
ProxyCard.Com
- --------------------------------------------------------------------------------
THIS IS YOUR COMPLETED PROXY CARD. SIGN AND SUBMIT YOUR CARD BY CLICKING
"THIS VOTE IS CORRECT" AT THE BOTTOM OF THE PAGE. TO MAKE CHANGES USE THE
"BACK" BUTTON BELOW. YOU MAY PRINT OR SAVE THIS PAGE OR HAVE A CONFIRMATION
OF YOUR VOTE E-MAILED TO YOU.
[BACK]
[ ] Check this box and enter your e-mail address below if you want to be
e-mailed a copy of your voted proxy. A confirmation will be sent after
you press the "This Vote is Correct" button at the bottom of this
page.
e-mail: [ ]
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM CONSTELLATION FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 3,2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3,2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
<PAGE> 92
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[x] FOR ALL
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST.
[X] FOR
AGAINST
ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
Inc.
[X] FOR
AGAINST
ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
[X] FOR
AGAINST
ABSTAIN
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
[X] FOR
AGAINST
ABSTAIN
<PAGE> 93
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
[X] FOR
AGAINST
ABSTAIN
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
[X] FOR
AGAINST
ABSTAIN
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.
[X] FOR
AGAINST
ABSTAIN
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
[X] FOR
AGAINST
ABSTAIN
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
[X] FOR
AGAINST
ABSTAIN
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
[X] FOR
AGAINST
ABSTAIN
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
NOT APPLICABLE
<PAGE> 94
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
NOT APPLICABLE
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
[X] FOR
AGAINST
ABSTAIN
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[X] FOR
AGAINST
ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
<PAGE> 95
Is this vote correct?
[ THIS VOTE IS CORRECT ] [ BACK ]
If you want to change your vote, use a "Back" button to return to the previous
page.
<PAGE> 96
ProxyCard.Com
- -------------------------------------------------------------------------------
Your vote has been submitted.
If you would like to vote another proxy, enter a control number below:
[ ]
[ SUBMIT ]
<PAGE> 97
AIM DENT DEMOGRAPHIC TRENDS FUND
PROSPECTUS
ANNUAL REPORT
BACK TO PROXY INFORMATION
ONLINE PROXY VOTING
QUESTIONS & ANSWERS
o General Questions & Answers
o Proposal for Reorganization as a Delaware Business Trust
o Proposal for Approval of a New Advisory Agreement
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
GENERAL QUESTIONS & ANSWERS
o How do I vote?
o What kinds of changes are being proposed?
o Why did I receive multiple proxies?
o How does the board recommend that I vote?
o Will these changes alter the way my fund is managed?
o Why should I vote?
o Has AIM contracted for the services of a proxy solicitor?
o Will my vote be confidential using the online proxy voting system?
o How do I sign the proxy card?
o What is the deadline for voting?
HOW DO I VOTE?
Voting may take place in the following ways:
o You may vote your shares at https://www.proxycard.com. Because
Internet voting is the most economical way to vote your proxy, we
encourage all our shareholders who can to use this method.
o You may indicate your vote on the proxy card and return it in the
postage-paid envelope provided in the shareholder mailings.
o You may call in your vote to Shareholder Communications Corporation at
1-800-605-9205.
o You may attend the meeting in person and vote your shares there.
Back to Questions
WHAT KINDS OF CHANGES ARE BEING PROPOSED?
You are asked to vote on:
o Electing directors of your fund. Directors are responsible for the
<PAGE> 98
general oversight of the fund's business and for assuring that the
fund is managed in the best interests of the fund's shareholders.
Details are presented in the section of the proxy statement titled
"Election of Directors."
o Approving a new advisory agreement with A I M Advisors, Inc. Details
are presented in the section of the proxy statement titled "Approval
of New Investment Advisory Agreement."
o Ratifying the board's selection of independent accountants. Details
are presented in the section of the proxy statement titled
"Ratification of Selection of KPMG LLP as Independent Accountants."
In addition, there are a number of changes proposed for individual funds. It
would be impossible to summarize all of them here. We encourage you to read your
proxy statement very carefully and other information on this website to see
which specific changes are proposed.
Back to Questions
WHY DID I RECEIVE MULTIPLE PROXIES?
Each proxy statement relates to a particular group of funds and each fund has a
set of proposals. You may receive multiple mailings, depending on which group of
funds you own, or you may receive one mailing even though you own more than one
fund. Each mailing contains proxy cards for the fund(s) you own and are entitled
to vote.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR all the proposals on the proxy card.
Back to Questions
WILL THESE CHANGES ALTER THE WAY MY FUND IS MANAGED?
AIM does not expect these changes to have a significant impact on your fund's
day-to-day management. Many of the proposed changes are designed to improve the
consistency of language and policy across funds in The AIM Family of Funds(R).
These changes also provide the funds with increased flexibility to make changes
in the future without incurring the expense of a shareholder meeting.
Back to Questions
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund
<PAGE> 99
may not receive enough votes to go forward with the May 3rd shareholder meeting.
If this happens, the fund may have to make extra solicitations to obtain a
quorum or resend proxies to shareholders, incurring unnecessary additional
costs.
Back to Questions
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Shareholder Communications Corporation as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.
Back to Questions
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by Proxycard.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:
o Secure Sockets Layer (SSL) - A security measure that encrypts all
information that travels between Proxycard.com's Web server and the
shareholder's computer.
o Control Number - Each shareholder is required to enter his or her
12-digit control number. Proxycard.com verifies the number and
presents the holder with the appropriate proxy card for his or her
fund(s).
o Firewall - To protect the confidentiality of your account records,
Proxycard.com uses only control numbers and card codes to register
votes. Voted positions are then periodically uploaded to our master
database of shareholders listed as of the record date. All
account-specific data remain behind our firewall.
Back to Questions
HOW DO I SIGN THE PROXY CARD?
(DOES NOT APPLY IF VOTING BY PHONE OR INTERNET)
Individual Accounts: Shareholders should sign exactly as their names appear in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names appear in
the registration.
All Other Accounts: The person signing must indicate his or her capacity. For
example, if Jane A. Doe is a trustee for a trust or other entity, she should
sign, "Jane A. Doe, Trustee."
<PAGE> 100
Back to Questions
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 P.M. Central time May 3, 2000.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST
o What am I being asked to vote on?
o Why is this change being proposed?
o Will there be any tax consequences as a result of this reorganization?
o Where can I find further details about this reorganization?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.
Back to Questions
WHY IS THIS CHANGE BEING PROPOSED?
AIM and the board believe that the Delaware business trust organization has
advantages over the Maryland corporation form of organization. This is why the
Delaware business trust is being used by an increasing number of mutual funds,
including many other AIM funds. Reorganization as a Delaware business trust will
result in greater consistency of fund structure across the AIM fund complex.
The Delaware business trust is more flexible than a Maryland corporation. Among
other things, a Delaware business trust will have greater flexibility to conduct
business without the necessity of engaging in expensive proxy solicitations to
shareholders. Thus, the reorganization may help to contain costs.
Back to Questions
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?
No. The reorganization will be a tax-free event under the appropriate section of
the Internal Revenue Code. Therefore, shareholders of the new funds will not
recognize gain or loss for federal income tax purposes as a result of the
reorganization.
<PAGE> 101
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?
Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT
o What are you being asked to vote on?
o How does the proposed new advisory agreement differ from the current
advisory agreement?
o What effect would it have on the fund's fee schedule?
o How does the board recommend that I vote on this proposal?
WHAT ARE YOU BEING ASKED TO VOTE ON?
You are asked to approve a new advisory agreement between AIM and the company of
which your fund is a series. The advisory agreement authorizes AIM to act as
investment advisor for the fund and to supervise all aspects of the fund's
operations, including the investment and reinvestment of the cash, securities or
other properties that comprise the fund's assets, subject at all times to the
policies and control of the directors. The advisory agreement can only be
amended with shareholder approval.
Back to Questions
HOW DOES THE PROPOSED NEW ADVISORY AGREEMENT DIFFER FROM THE CURRENT ADVISORY
AGREEMENT?
It deletes references to administrative services that are addressed
in a separate agreement and it deletes references to certain expense limitations
that are no longer applicable. It also clarifies the delegation of certain
responsibilities and the non-exclusive nature of AIM's services (i.e., that AIM
may provide services to others). The changes are more fully described in the
proxy statement.
Back to Questions
<PAGE> 102
WHAT EFFECT WOULD IT HAVE ON THE FUND'S FEE SCHEDULE?
The revised advisory agreement would not change the fee schedule applicable to
your fund, but it would allow AIM to request an additional fee for
administrative services performed in connection with securities lending. Any
such additional fee would require approval by the fund's board and would be
deducted from any additional income generated from securities lending
activities.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
For more complete information about any AIM funds, including sales charges and
expenses, view or ask your financial advisor for a prospectus(es). Please read
the prospectus(es) carefully before you invest or send money. For additional
information, ask your financial advisor for an investor guide of the fund(s).
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
A I M DISTRIBUTORS, INC. 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
<PAGE> 103
ProxyCard.Com
- -------------------------------------------------------------------------------
Welcome to ProxyCard.com, the fastest and most convenient way to vote your proxy
over the internet. To vote your shares, follow these four easy steps:
1. Review the proxy statement you received in the mail.
2. Enter the control number printed on your proxy card below.
3. Complete your internet proxy card and submit your vote. Don't forget
to click the "this vote is correct" button.
4. Print or save a copy of your confirmation for your records. You may
also have your confirmation emailed to you.
If you have more than one proxy card, you will need to vote each position
individually.
Enter a control number below (printed on your proxy card):
[ ]
[ SUBMIT ]
<PAGE> 104
ProxyCard.Com Page 1 of 4
ProxyCard.Com
- -------------------------------------------------------------------------------
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM DENT DEMOGRAPHIC TRENDS FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 3, 2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3, 2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[ ] FOR ALL
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
[ ] FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
<PAGE> 105
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
[ ]
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
INC.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
NOT APPLICABLE
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
NOT APPLICABLE
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
NOT APPLICABLE
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
NOT APPLICABLE
<PAGE> 106
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.
NOT APPLICABLE
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
NOT APPLICABLE
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
NOT APPLICABLE
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
NOT APPLICABLE
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
NOT APPLICABLE
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
NOT APPLICABLE
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
NOT APPLICABLE
<PAGE> 107
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
[SUBMIT]
<PAGE> 108
ProxyCard.Com
- --------------------------------------------------------------------------------
THIS IS YOUR COMPLETED PROXY CARD. SIGN AND SUBMIT YOUR CARD BY CLICKING
"THIS VOTE IS CORRECT" AT THE BOTTOM OF THE PAGE. TO MAKE CHANGES USE THE
"BACK" BUTTON BELOW. YOU MAY PRINT OR SAVE THIS PAGE OR HAVE A CONFIRMATION
OF YOUR VOTE E-MAILED TO YOU.
[BACK]
[ ] Check this box and enter your e-mail address below if you want to be
e-mailed a copy of your voted proxy. A confirmation will be sent after
you press the "This Vote is Correct" button at the bottom of this
page.
e-mail: [ ]
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM DENT DEMOGRAPHIC TRENDS FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 3,2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3,2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
<PAGE> 109
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[x] FOR ALL
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST
[X] FOR
AGAINST
ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
Inc.
[X] FOR
AGAINST
ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
[X] FOR
AGAINST
ABSTAIN
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
NOT APPLICABLE
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
NOT APPLICABLE
<PAGE> 110
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
NOT APPLICABLE
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
NOT APPLICABLE
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE
NOT APPLICABLE
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
NOT APPLICABLE
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
NOT APPLICABLE
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
NOT APPLICABLE
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
NOT APPLICABLE
<PAGE> 111
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
NOT APPLICABLE
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
NOT APPLICABLE
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[X] FOR
AGAINST
ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
<PAGE> 112
Is this vote correct?
[THIS VOTE IS CORRECT] [BACK]
If you want to change your vote, use a "Back" button to return to the previous
page.
<PAGE> 113
ProxyCard.Com
- -------------------------------------------------------------------------------
Your vote has been submitted.
If you would like to vote another proxy, enter a control number below:
[ ]
[ SUBMIT ]
<PAGE> 114
AIM LARGE CAP BASIC VALUE FUND
PROSPECTUS
ANNUAL REPORT
BACK TO PROXY INFORMATION
ONLINE PROXY VOTING
QUESTIONS & ANSWERS
o General Questions & Answers
o Proposal for Reorganization as a Delaware Business Trust
o Proposal for Approval of a New Advisory Agreement
- --------------------------------------------------------------------------------
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
GENERAL QUESTIONS & ANSWERS
o How do I vote?
o What kinds of changes are being proposed?
o Why did I receive multiple proxies?
o How does the board recommend that I vote?
o Will these changes alter the way my fund is managed?
o Why should I vote?
o Has AIM contracted for the services of a proxy solicitor?
o Will my vote be confidential using the online proxy voting system?
o How do I sign the proxy card?
o What is the deadline for voting?
HOW DO I VOTE?
Voting may take place in the following ways:
o You may vote your shares at https://www.proxycard.com. Because
Internet voting is the most economical way to vote your proxy, we
encourage all our shareholders who can to use this method.
o You may indicate your vote on the proxy card and return it in the
postage-paid envelope provided in the shareholder mailings.
o You may call in your vote to Shareholder Communications Corporation at
1-800-605-9205.
o You may attend the meeting in person and vote your shares there.
Back to Questions
WHAT KINDS OF CHANGES ARE BEING PROPOSED?
You are asked to vote on:
o Electing directors of your fund. Directors are responsible for the
general oversight of the fund's business and for assuring that the
fund is managed in the best interests of the fund's shareholders.
Details are presented in the section of the proxy statement titled
"Election of Directors."
o Approving a new advisory agreement with A I M Advisors, Inc.
<PAGE> 115
Details are presented in the section of the proxy statement titled
"Approval of New Investment Advisory Agreement."
o Ratifying the board's selection of independent accountants. Details
are presented in the section of the proxy statement titled
"Ratification of Selection of KPMG LLP as Independent Accountants."
In addition, there are a number of changes proposed for individual funds. It
would be impossible to summarize all of them here. We encourage you to read your
proxy statement very carefully and other information on this website to see
which specific changes are proposed.
Back to Questions
WHY DID I RECEIVE MULTIPLE PROXIES?
Each proxy statement relates to a particular group of funds and each fund has a
set of proposals. You may receive multiple mailings, depending on which group of
funds you own, or you may receive one mailing even though you own more than one
fund. Each mailing contains proxy cards for the fund(s) you own and are entitled
to vote.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR all the proposals on the proxy card.
Back to Questions
WILL THESE CHANGES ALTER THE WAY MY FUND IS MANAGED?
AIM does not expect these changes to have a significant impact on your fund's
day-to-day management. Many of the proposed changes are designed to improve the
consistency of language and policy across funds in The AIM Family of Funds(R).
These changes also provide the funds with increased flexibility to make changes
in the future without incurring the expense of a shareholder meeting.
Back to Questions
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the May 3rd shareholder meeting. If
this happens, the fund may have to make extra solicitations to obtain a quorum
or resend proxies to shareholders, incurring unnecessary additional costs.
Back to Questions
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Shareholder Communications Corporation as its
<PAGE> 116
proxy solicitor. If we do not receive your vote after a reasonable amount of
time, you may receive a telephone call from them reminding you to vote your
shares.
Back to Questions
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by Proxycard.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:
o Secure Sockets Layer (SSL) - A security measure that encrypts all
information that travels between Proxycard.com's Web server and the
shareholder's computer.
o Control Number - Each shareholder is required to enter his or her
12-digit control number. Proxycard.com verifies the number and
presents the holder with the appropriate proxy card for his or her
fund(s).
o Firewall - To protect the confidentiality of your account records,
Proxycard.com uses only control numbers and card codes to register
votes. Voted positions are then periodically uploaded to our master
database of shareholders listed as of the record date. All
account-specific data remain behind our firewall.
Back to Questions
HOW DO I SIGN THE PROXY CARD?
(DOES NOT APPLY IF VOTING BY PHONE OR INTERNET)
Individual Accounts: Shareholders should sign exactly as their names appear in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names appear in
the registration.
All Other Accounts: The person signing must indicate his or her capacity. For
example, if Jane A. Doe is a trustee for a trust or other entity, she should
sign, "Jane A. Doe, Trustee."
Back to Questions
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 P.M. Central time May 3, 2000.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST
o What am I being asked to vote on?
o Why is this change being proposed?
<PAGE> 117
o Will there be any tax consequences as a result of this reorganization?
o Where can I find further details about this reorganization?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.
Back to Questions
WHY IS THIS CHANGE BEING PROPOSED?
AIM and the board believe that the Delaware business trust organization has
advantages over the Maryland corporation form of organization. This is why the
Delaware business trust is being used by an increasing number of mutual funds,
including many other AIM funds. Reorganization as a Delaware business trust will
result in greater consistency of fund structure across the AIM fund complex.
The Delaware business trust is more flexible than a Maryland corporation. Among
other things, a Delaware business trust will have greater flexibility to conduct
business without the necessity of engaging in expensive proxy solicitations to
shareholders. Thus, the reorganization may help to contain costs.
Back to Questions
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?
No. The reorganization will be a tax-free event under the appropriate section of
the Internal Revenue Code. Therefore, shareholders of the new funds will not
recognize gain or loss for federal income tax purposes as a result of the
reorganization.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?
Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT
<PAGE> 118
o What are you being asked to vote on?
o How does the proposed new advisory agreement differ from the current
advisory agreement?
o What effect would it have on the fund's fee schedule?
o How does the board recommend that I vote on this proposal?
WHAT ARE YOU BEING ASKED TO VOTE ON?
You are asked to approve a new advisory agreement between AIM and the company of
which your fund is a series. The advisory agreement authorizes AIM to act as
investment advisor for the fund and to supervise all aspects of the fund's
operations, including the investment and reinvestment of the cash, securities or
other properties that comprise the fund's assets, subject at all times to the
policies and control of the directors. The advisory agreement can only be
amended with shareholder approval.
Back to Questions
HOW DOES THE PROPOSED NEW ADVISORY AGREEMENT DIFFER FROM THE CURRENT ADVISORY
AGREEMENT?
It deletes references to administrative services that are addressed in a
separate agreement and it deletes references to certain expense limitations that
are no longer applicable. It also clarifies the delegation of certain
responsibilities and the non-exclusive nature of AIM's services (i.e., that AIM
may provide services to others). The changes are more fully described in the
proxy statement.
Back to Questions
WHAT EFFECT WOULD IT HAVE ON THE FUND'S FEE SCHEDULE?
The revised advisory agreement would not change the fee schedule applicable to
your fund, but it would allow AIM to request an additional fee for
administrative services performed in connection with securities lending. Any
such additional fee would require approval by the fund's board and would be
deducted from any additional income generated from securities lending
activities.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
For more complete information about any AIM funds, including sales charges and
expenses, view or ask your financial advisor for a prospectus(es). Please read
the prospectus(es) carefully before you invest or send money. For additional
information, ask your financial advisor for an investor guide of the fund(s).
<PAGE> 119
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
A I M DISTRIBUTORS, INC. 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
<PAGE> 120
ProxyCard.Com
- -------------------------------------------------------------------------------
Welcome to ProxyCard.com, the fastest and most convenient way to vote your proxy
over the internet. To vote your shares, follow these four easy steps:
1. Review the proxy statement you received in the mail.
2. Enter the control number printed on your proxy card below.
3. Complete your internet proxy card and submit your vote. Don't forget
to click the "this vote is correct" button.
4. Print or save a copy of your confirmation for your records. You may
also have your confirmation emailed to you.
If you have more than one proxy card, you will need to vote each position
individually.
Enter a control number below (printed on your proxy card):
[ ]
[ SUBMIT ]
<PAGE> 121
ProxyCard.Com
- -------------------------------------------------------------------------------
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM LARGE CAP BASIC VALUE FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 3, 2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3, 2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[ ] FOR ALL
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
[ ] FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
<PAGE> 122
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
[ ]
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
INC.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
NOT APPLICABLE
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
NOT APPLICABLE
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
NOT APPLICABLE
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
NOT APPLICABLE
<PAGE> 123
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.
NOT APPLICABLE
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
NOT APPLICABLE
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
NOT APPLICABLE
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
NOT APPLICABLE
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
NOT APPLICABLE
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
NOT APPLICABLE
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
NOT APPLICABLE
<PAGE> 124
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
[SUBMIT]
<PAGE> 125
ProxyCard.Com
- --------------------------------------------------------------------------------
THIS IS YOUR COMPLETED PROXY CARD. SIGN AND SUBMIT YOUR CARD BY CLICKING
"THIS VOTE IS CORRECT" AT THE BOTTOM OF THE PAGE. TO MAKE CHANGES USE THE
"BACK" BUTTON BELOW. YOU MAY PRINT OR SAVE THIS PAGE OR HAVE A CONFIRMATION
OF YOUR VOTE E-MAILED TO YOU.
[BACK]
[ ] Check this box and enter your e-mail address below if you want to be
e-mailed a copy of your voted proxy. A confirmation will be sent after
you press the "This Vote is Correct" button at the bottom of this
page.
e-mail: [ ]
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM LARGE CAP BASIC VALUE FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 3,2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3,2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
<PAGE> 126
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[x] FOR ALL
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST
[X] FOR
AGAINST
ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
Inc.
[X] FOR
AGAINST
ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
NOT APPLICABLE
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
NOT APPLICABLE
<PAGE> 127
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
NOT APPLICABLE
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
NOT APPLICABLE
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.
NOT APPLICABLE
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
NOT APPLICABLE
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
NOT APPLICABLE
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
NOT APPLICABLE
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
NOT APPLICABLE
<PAGE> 128
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
NOT APPLICABLE
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
NOT APPLICABLE
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[X] FOR
AGAINST
ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
<PAGE> 129
Is this vote correct?
[THIS VOTE IS CORRECT] [BACK]
If you want to change your vote, use a "Back" button to return to the previous
page.
<PAGE> 130
ProxyCard.Com
- -------------------------------------------------------------------------------
Your vote has been submitted.
If you would like to vote another proxy, enter a control number below:
[ ]
[SUBMIT]
<PAGE> 131
AIM LARGE CAP GROWTH FUND
PROSPECTUS
ANNUAL REPORT
BACK TO PROXY INFORMATION
ONLINE PROXY VOTING
QUESTIONS & ANSWERS
o General Questions & Answers
o Proposal for Reorganization as a Delaware Business Trust
o Proposal for Approval of a New Advisory Agreement
o Proposal for Changing Fundamental Investment Restrictions
- --------------------------------------------------------------------------------
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
General Questions & Answers
o How do I vote?
o What kinds of changes are being proposed?
o Why did I receive multiple proxies?
o How does the board recommend that I vote?
o Will these changes alter the way my fund is managed?
o Why should I vote?
o Has AIM contracted for the services of a proxy solicitor?
o Will my vote be confidential using the online proxy voting system?
o How do I sign the proxy card?
o What is the deadline for voting?
HOW DO I VOTE?
Voting may take place in the following ways:
o You may vote your shares at https://www.proxycard.com. Because
Internet voting is the most economical way to vote your proxy, we
encourage all our shareholders who can to use this method.
o You may indicate your vote on the proxy card and return it in the
postage-paid envelope provided in the shareholder mailings.
o You may call in your vote to Shareholder Communications Corporation at
1-800-605-9205.
o You may attend the meeting in person and vote your shares there.
Back to Questions
WHAT KINDS OF CHANGES ARE BEING PROPOSED?
You are asked to vote on:
o Electing directors of your fund. Directors are responsible for the
general oversight of the fund's business and for assuring that the
<PAGE> 132
fund is managed in the best interests of the fund's shareholders.
Details are presented in the section of the proxy statement titled
"Election of Directors."
o Approving a new advisory agreement with A I M Advisors, Inc. Details
are presented in the section of the proxy statement titled "Approval
of New Investment Advisory Agreement."
o Ratifying the board's selection of independent accountants. Details
are presented in the section of the proxy statement titled
"Ratification of Selection of KPMG LLP as Independent Accountants."
In addition, there are a number of changes proposed for individual funds. It
would be impossible to summarize all of them here. We encourage you to read your
proxy statement very carefully and other information on this website to see
which specific changes are proposed.
Back to Questions
WHY DID I RECEIVE MULTIPLE PROXIES?
Each proxy statement relates to a particular group of funds and each fund has a
set of proposals. You may receive multiple mailings, depending on which group of
funds you own, or you may receive one mailing even though you own more than one
fund. Each mailing contains proxy cards for the fund(s) you own and are entitled
to vote.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR all the proposals on the proxy card.
Back to Questions
WILL THESE CHANGES ALTER THE WAY MY FUND IS MANAGED?
AIM does not expect these changes to have a significant impact on your fund's
day-to-day management. Many of the proposed changes are designed to improve the
consistency of language and policy across funds in The AIM Family of Funds(R).
These changes also provide the funds with increased flexibility to make changes
in the future without incurring the expense of a shareholder meeting.
Back to Questions
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the May 3rd shareholder meeting. If
this happens, the fund may have to make extra solicitations to obtain a quorum
or resend proxies to shareholders, incurring unnecessary additional costs.
Back to Questions
<PAGE> 133
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Shareholder Communications Corporation as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.
Back to Questions
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by Proxycard.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:
o Secure Sockets Layer (SSL) - A security measure that encrypts all
information that travels between Proxycard.com's Web server and the
shareholder's computer.
o Control Number - Each shareholder is required to enter his or her
12-digit control number. Proxycard.com verifies the number and
presents the holder with the appropriate proxy card for his or her
fund(s).
o Firewall - To protect the confidentiality of your account records,
Proxycard.com uses only control numbers and card codes to register
votes. Voted positions are then periodically uploaded to our master
database of shareholders listed as of the record date. All
account-specific data remain behind our firewall.
Back to Questions
HOW DO I SIGN THE PROXY CARD?
(DOES NOT APPLY IF VOTING BY PHONE OR INTERNET)
Individual Accounts: Shareholders should sign exactly as their names appear in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names appear in
the registration.
All Other Accounts: The person signing must indicate his or her capacity. For
example, if Jane A. Doe is a trustee for a trust or other entity, she should
sign, "Jane A. Doe, Trustee."
Back to Questions
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 P.M. Central time May 3, 2000.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
<PAGE> 134
PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST
o What am I being asked to vote on?
o Why is this change being proposed?
o Will there be any tax consequences as a result of this reorganization?
o Where can I find further details about this reorganization?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.
Back to Questions
WHY IS THIS CHANGE BEING PROPOSED?
AIM and the board believe that the Delaware business trust organization has
advantages over the Maryland corporation form of organization. This is why the
Delaware business trust is being used by an increasing number of mutual funds,
including many other AIM funds. Reorganization as a Delaware business trust will
result in greater consistency of fund structure across the AIM fund complex.
The Delaware business trust is more flexible than a Maryland corporation. Among
other things, a Delaware business trust will have greater flexibility to conduct
business without the necessity of engaging in expensive proxy solicitations to
shareholders. Thus, the reorganization may help to contain costs.
Back to Questions
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?
No. The reorganization will be a tax-free event under the appropriate section of
the Internal Revenue Code. Therefore, shareholders of the new funds will not
recognize gain or loss for federal income tax purposes as a result of the
reorganization.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?
Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
<PAGE> 135
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT
o What are you being asked to vote on?
o How does the proposed new advisory agreement differ from the current
advisory agreement?
o What effect would it have on the fund's fee schedule?
o How does the board recommend that I vote on this proposal?
WHAT ARE YOU BEING ASKED TO VOTE ON?
You are asked to approve a new advisory agreement between AIM and the company of
which your fund is a series. The advisory agreement authorizes AIM to act as
investment advisor for the fund and to supervise all aspects of the fund's
operations, including the investment and reinvestment of the cash, securities or
other properties that comprise the fund's assets, subject at all times to the
policies and control of the directors. The advisory agreement can only be
amended with shareholder approval.
Back to Questions
HOW DOES THE PROPOSED NEW ADVISORY AGREEMENT DIFFER FROM THE CURRENT ADVISORY
AGREEMENT?
It deletes references to administrative services that are addressed in a
separate agreement and it deletes references to certain expense limitations that
are no longer applicable. It also clarifies the delegation of certain
responsibilities and the non-exclusive nature of AIM's services (i.e., that AIM
may provide services to others). The changes are more fully described in the
proxy statement.
Back to Questions
WHAT EFFECT WOULD IT HAVE ON THE FUND'S FEE SCHEDULE?
The revised advisory agreement would not change the fee schedule applicable to
your fund, but it would allow AIM to request an additional fee for
administrative services performed in connection with securities lending. Any
such additional fee would require approval by the fund's board and would be
deducted from any additional income generated from securities lending
activities.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR CHANGING FUNDAMENTAL INVESTMENT RESTRICTIONS
<PAGE> 136
o What am I being asked to vote on?
o What is the difference between a fundamental restriction and a
non-fundamental restriction?
o Why are these changes being proposed?
o Where can I find further details about these changes?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
You are asked to approve changes to your fund's fundamental investment
restrictions. There are a number of investment restrictions that would be
changed, and it would be impossible to summarize all of them here. We encourage
you to read your proxy statement very carefully.
Back to Questions
WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL RESTRICTION AND A NON-FUNDAMENTAL
RESTRICTION?
A fundamental restriction can be changed only with the approval of both the
fund's board and its shareholders, through a proxy such as this one. A
non-fundamental restriction can be changed with approval of only the fund's
board.
Back to Questions
WHY ARE THESE CHANGES BEING PROPOSED?
o Several of the current restrictions reflect regulatory, business or
industry conditions or requirements that are no longer applicable.
o Some restrictions that previously were designated as fundamental are
not required to be fundamental and are proposed to be designated as
non-fundamental.
o The proposed changes will make investment restrictions more consistent
across all AIM funds.
Accordingly, the board believes changing these restrictions will enable the
funds to be managed more efficiently. In addition, this change will reduce the
number of restrictions that require a shareholder vote to be changed. Therefore,
each fund will be able to avoid the cost and delays associated with such a vote,
and thus be more flexible in the future.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THESE CHANGES?
Details are provided in the section of the proxy statement titled "Changes to
the Fundamental Investment Restrictions of Aggressive Growth, Blue Chip, Capital
Development, Charter, Constellation, Large Cap Growth, and Weingarten."
Back to Questions
<PAGE> 137
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
For more complete information about any AIM funds, including sales charges and
expenses, view or ask your financial advisor for a prospectus(es). Please read
the prospectus(es) carefully before you invest or send money. For additional
information, ask your financial advisor for an investor guide of the fund(s).
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
A I M DISTRIBUTORS, INC. 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
<PAGE> 138
ProxyCard.Com
- -------------------------------------------------------------------------------
Welcome to ProxyCard.com, the fastest and most convenient way to vote your proxy
over the internet. To vote your shares, follow these four easy steps:
1. Review the proxy statement you received in the mail.
2. Enter the control number printed on your proxy card below.
3. Complete your internet proxy card and submit your vote. Don't forget
to click the "this vote is correct" button.
4. Print or save a copy of your confirmation for your records. You may
also have your confirmation emailed to you.
If you have more than one proxy card, you will need to vote each position
individually.
Enter a control number below (printed on your proxy card):
[ ]
[ SUBMIT ]
<PAGE> 139
ProxyCard.Com
- -------------------------------------------------------------------------------
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM LARGE CAP GROWTH FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 3, 2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3, 2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[ ] FOR ALL
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
[ ] FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
<PAGE> 140
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
[ ]
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
INC.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
<PAGE> 141
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
NOT APPLICABLE
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
NOT APPLICABLE
<PAGE> 142
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
[ SUBMIT ]
<PAGE> 143
ProxyCard.Com
- --------------------------------------------------------------------------------
THIS IS YOUR COMPLETED PROXY CARD. SIGN AND SUBMIT YOUR CARD BY CLICKING
"THIS VOTE IS CORRECT" AT THE BOTTOM OF THE PAGE. TO MAKE CHANGES USE THE
"BACK" BUTTON BELOW. YOU MAY PRINT OR SAVE THIS PAGE OR HAVE A CONFIRMATION
OF YOUR VOTE E-MAILED TO YOU.
[BACK]
[ ] Check this box and enter your e-mail address below if you want to be
e-mailed a copy of your voted proxy. A confirmation will be sent after
you press the "This Vote is Correct" button at the bottom of this
page.
e-mail: [ ]
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM LARGE CAP GROWTH FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 3,2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3,2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
<PAGE> 144
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[x] FOR ALL
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST
[X] FOR
AGAINST
ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
Inc.
[X] FOR
AGAINST
ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
[X] FOR
AGAINST
ABSTAIN
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
[X] FOR
AGAINST
ABSTAIN
<PAGE> 145
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
[X] FOR
AGAINST
ABSTAIN
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
[X] FOR
AGAINST
ABSTAIN
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE
[X] FOR
AGAINST
ABSTAIN
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
[X] FOR
AGAINST
ABSTAIN
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
[X] FOR
AGAINST
ABSTAIN
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
[X] FOR
AGAINST
ABSTAIN
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
[X] FOR
AGAINST
ABSTAIN
<PAGE> 146
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
NOT APPLICABLE
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
NOT APPLICABLE
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[X] FOR
AGAINST
ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
<PAGE> 147
Is this vote correct?
[THIS VOTE IS CORRECT] [BACK]
If you want to change your vote, use a "Back" button to return to the previous
page.
<PAGE> 148
ProxyCard.Com
- -------------------------------------------------------------------------------
Your vote has been submitted.
If you would like to vote another proxy, enter a control number below:
[ ]
[SUBMIT]
<PAGE> 149
AIM MID CAP GROWTH FUND
PROSPECTUS
BACK TO PROXY INFORMATION
ONLINE PROXY VOTING
QUESTIONS & ANSWERS
o General Questions & Answers
o Proposal for Reorganization as a Delaware Business Trust
o Proposal for Approval of a New Advisory Agreement
- --------------------------------------------------------------------------------
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
GENERAL QUESTIONS & ANSWERS
o How do I vote?
o What kinds of changes are being proposed?
o Why did I receive multiple proxies?
o How does the board recommend that I vote?
o Will these changes alter the way my fund is managed?
o Why should I vote?
o Has AIM contracted for the services of a proxy solicitor?
o Will my vote be confidential using the online proxy voting system?
o How do I sign the proxy card?
o What is the deadline for voting?
HOW DO I VOTE?
Voting may take place in the following ways:
o You may vote your shares at https://www.proxycard.com. Because
Internet voting is the most economical way to vote your proxy, we
encourage all our shareholders who can to use this method.
o You may indicate your vote on the proxy card and return it in the
postage-paid envelope provided in the shareholder mailings.
o You may call in your vote to Shareholder Communications Corporation at
1-800-605-9205.
o You may attend the meeting in person and vote your shares there.
Back to Questions
WHAT KINDS OF CHANGES ARE BEING PROPOSED?
You are asked to vote on:
o Electing directors of your fund. Directors are responsible for the
general oversight of the fund's business and for assuring that the
fund is managed in the best interests of the fund's shareholders.
Details are presented in the section of the proxy statement titled
"Election of Directors."
o Approving a new advisory agreement with A I M Advisors, Inc.
<PAGE> 150
Details are presented in the section of the proxy statement titled
"Approval of New Investment Advisory Agreement."
o Ratifying the board's selection of independent accountants. Details
are presented in the section of the proxy statement titled
"Ratification of Selection of KPMG LLP as Independent Accountants."
In addition, there are a number of changes proposed for individual funds. It
would be impossible to summarize all of them here. We encourage you to read your
proxy statement very carefully and other information on this website to see
which specific changes are proposed.
Back to Questions
WHY DID I RECEIVE MULTIPLE PROXIES?
Each proxy statement relates to a particular group of funds and each fund has a
set of proposals. You may receive multiple mailings, depending on which group of
funds you own, or you may receive one mailing even though you own more than one
fund. Each mailing contains proxy cards for the fund(s) you own and are entitled
to vote.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR all the proposals on the proxy card.
Back to Questions
WILL THESE CHANGES ALTER THE WAY MY FUND IS MANAGED?
AIM does not expect these changes to have a significant impact on your fund's
day-to-day management. Many of the proposed changes are designed to improve the
consistency of language and policy across funds in The AIM Family of Funds(R).
These changes also provide the funds with increased flexibility to make changes
in the future without incurring the expense of a shareholder meeting.
Back to Questions
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the May 3rd shareholder meeting. If
this happens, the fund may have to make extra solicitations to obtain a quorum
or resend proxies to shareholders, incurring unnecessary additional costs.
Back to Questions
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
Yes, AIM has hired Shareholder Communications Corporation as its
<PAGE> 151
proxy solicitor. If we do not receive your vote after a reasonable amount of
time, you may receive a telephone call from them reminding you to vote your
shares.
Back to Questions
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by Proxycard.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:
o Secure Sockets Layer (SSL) - A security measure that encrypts all
information that travels between Proxycard.com's Web server and the
shareholder's computer.
o Control Number - Each shareholder is required to enter his or her
12-digit control number. Proxycard.com verifies the number and
presents the holder with the appropriate proxy card for his or her
fund(s).
o Firewall - To protect the confidentiality of your account records,
Proxycard.com uses only control numbers and card codes to register
votes. Voted positions are then periodically uploaded to our master
database of shareholders listed as of the record date. All
account-specific data remain behind our firewall.
Back to Questions
HOW DO I SIGN THE PROXY CARD?
(DOES NOT APPLY IF VOTING BY PHONE OR INTERNET)
Individual Accounts: Shareholders should sign exactly as their names appear in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names appear in
the registration.
All Other Accounts: The person signing must indicate his or her capacity. For
example, if Jane A. Doe is a trustee for a trust or other entity, she should
sign, "Jane A. Doe, Trustee."
Back to Questions
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 P.M. Central time May 3, 2000.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST
o What am I being asked to vote on?
o Why is this change being proposed?
<PAGE> 152
o Will there be any tax consequences as a result of this reorganization?
o Where can I find further details about this reorganization?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.
Back to Questions
WHY IS THIS CHANGE BEING PROPOSED?
AIM and the board believe that the Delaware business trust organization has
advantages over the Maryland corporation form of organization. This is why the
Delaware business trust is being used by an increasing number of mutual funds,
including many other AIM funds. Reorganization as a Delaware business trust will
result in greater consistency of fund structure across the AIM fund complex.
The Delaware business trust is more flexible than a Maryland corporation. Among
other things, a Delaware business trust will have greater flexibility to conduct
business without the necessity of engaging in expensive proxy solicitations to
shareholders. Thus, the reorganization may help to contain costs.
Back to Questions
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?
No. The reorganization will be a tax-free event under the appropriate section of
the Internal Revenue Code. Therefore, shareholders of the new funds will not
recognize gain or loss for federal income tax purposes as a result of the
reorganization.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?
Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT
<PAGE> 153
o What are you being asked to vote on?
o How does the proposed new advisory agreement differ from the current
advisory agreement?
o What effect would it have on the fund's fee schedule?
o How does the board recommend that I vote on this proposal?
WHAT ARE YOU BEING ASKED TO VOTE ON?
You are asked to approve a new advisory agreement between AIM and the company of
which your fund is a series. The advisory agreement authorizes AIM to act as
investment advisor for the fund and to supervise all aspects of the fund's
operations, including the investment and reinvestment of the cash, securities or
other properties that comprise the fund's assets, subject at all times to the
policies and control of the directors. The advisory agreement can only be
amended with shareholder approval.
Back to Questions
HOW DOES THE PROPOSED NEW ADVISORY AGREEMENT DIFFER FROM THE CURRENT ADVISORY
AGREEMENT?
It deletes references to administrative services that are addressed in a
separate agreement and it deletes references to certain expense limitations that
are no longer applicable. It also clarifies the delegation of certain
responsibilities and the non-exclusive nature of AIM's services (i.e., that AIM
may provide services to others). The changes are more fully described in the
proxy statement.
Back to Questions
WHAT EFFECT WOULD IT HAVE ON THE FUND'S FEE SCHEDULE?
The revised advisory agreement would not change the fee schedule applicable to
your fund, but it would allow AIM to request an additional fee for
administrative services performed in connection with securities lending. Any
such additional fee would require approval by the fund's board and would be
deducted from any additional income generated from securities lending
activities.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
For more complete information about any AIM funds, including sales charges and
expenses, view or ask your financial advisor for a prospectus(es). Please read
the prospectus(es) carefully before you invest or send money. For additional
information, ask your financial advisor for an investor guide of the fund(s).
<PAGE> 154
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
A I M DISTRIBUTORS, INC. 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
<PAGE> 155
ProxyCard.Com
- -------------------------------------------------------------------------------
Welcome to ProxyCard.com, the fastest and most convenient way to vote your proxy
over the internet. To vote your shares, follow these four easy steps:
1. Review the proxy statement you received in the mail.
2. Enter the control number printed on your proxy card below.
3. Complete your internet proxy card and submit your vote. Don't forget
to click the "this vote is correct" button.
4. Print or save a copy of your confirmation for your records. You may
also have your confirmation emailed to you.
If you have more than one proxy card, you will need to vote each position
individually.
Enter a control number below (printed on your proxy card):
[ ]
[ SUBMIT ]
<PAGE> 156
ProxyCard.Com
- -------------------------------------------------------------------------------
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM MID CAP GROWTH FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 3, 2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3, 2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[ ] FOR ALL
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
[ ] FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
<PAGE> 157
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
[ ]
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
INC.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
NOT APPLICABLE
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
NOT APPLICABLE
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
NOT APPLICABLE
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
NOT APPLICABLE
<PAGE> 158
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.
NOT APPLICABLE
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
NOT APPLICABLE
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
NOT APPLICABLE
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
NOT APPLICABLE
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
NOT APPLICABLE
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
NOT APPLICABLE
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
NOT APPLICABLE
<PAGE> 159
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
[ SUBMIT ]
<PAGE> 160
ProxyCard.Com
- --------------------------------------------------------------------------------
THIS IS YOUR COMPLETED PROXY CARD. SIGN AND SUBMIT YOUR CARD BY CLICKING
"THIS VOTE IS CORRECT" AT THE BOTTOM OF THE PAGE. TO MAKE CHANGES USE THE
"BACK" BUTTON BELOW. YOU MAY PRINT OR SAVE THIS PAGE OR HAVE A CONFIRMATION
OF YOUR VOTE E-MAILED TO YOU.
[BACK]
[ ] Check this box and enter your e-mail address below if you want to be
e-mailed a copy of your voted proxy. A confirmation will be sent after
you press the "This Vote is Correct" button at the bottom of this
page.
e-mail: [ ]
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM MID CAP GROWTH FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 3,2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3,2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
<PAGE> 161
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[x] FOR ALL
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST.
[X] FOR
AGAINST
ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
INC.
[X] FOR
AGAINST
ABSTAIN
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
NOT APPLICABLE
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
NOT APPLICABLE
<PAGE> 162
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
NOT APPLICABLE
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
NOT APPLICABLE
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.
NOT APPLICABLE
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
NOT APPLICABLE
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
NOT APPLICABLE
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
NOT APPLICABLE
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
NOT APPLICABLE
<PAGE> 163
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
NOT APPLICABLE
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
NOT APPLICABLE
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[X] FOR
AGAINST
ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
<PAGE> 164
Is this vote correct?
[THE VOTE IS CORRECT] [BACK]
If you want to change your vote, use a "Back" button to return to the previous
page.
<PAGE> 165
ProxyCard.Com
- -------------------------------------------------------------------------------
Your vote has been submitted.
If you would like to vote another proxy, enter a control number below:
[ ]
[ SUBMIT ]
<PAGE> 166
AIM WEINGARTEN FUND
PROSPECTUS
ANNUAL REPORT
BACK TO PROXY INFORMATION
ONLINE PROXY VOTING
QUESTIONS & ANSWERS
o General Questions & Answers
o Proposal for Reorganization as a Delaware Business Trust
o Proposal for Approval of a New Advisory Agreement
o Proposal for Changing Fundamental Investment Restrictions
- --------------------------------------------------------------------------------
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
GENERAL QUESTIONS & ANSWERS
o How do I vote?
o What kinds of changes are being proposed?
o Why did I receive multiple proxies?
o How does the board recommend that I vote?
o Will these changes alter the way my fund is managed?
o Why should I vote?
o Has AIM contracted for the services of a proxy solicitor?
o Will my vote be confidential using the online proxy voting system?
o How do I sign the proxy card?
o What is the deadline for voting?
HOW DO I VOTE?
Voting may take place in the following ways:
o You may vote your shares at https://www.proxycard.com. Because
Internet voting is the most economical way to vote your proxy, we
encourage all our shareholders who can to use this method.
o You may indicate your vote on the proxy card and return it in the
postage-paid envelope provided in the shareholder mailings.
o You may call in your vote to Shareholder Communications Corporation at
1-800-605-9205.
o You may attend the meeting in person and vote your shares there.
Back to Questions
WHAT KINDS OF CHANGES ARE BEING PROPOSED?
You are asked to vote on:
o Electing directors of your fund. Directors are responsible for the
general oversight of the fund's business and for assuring that the
fund is managed in the best interests of the fund's shareholders.
Details are presented in the section of the proxy statement titled
<PAGE> 167
"Election of Directors."
o Approving a new advisory agreement with A I M Advisors, Inc. Details
are presented in the section of the proxy statement titled "Approval
of New Investment Advisory Agreement."
o Ratifying the board's selection of independent accountants. Details
are presented in the section of the proxy statement titled
"Ratification of Selection of KPMG LLP as Independent Accountants."
In addition, there are a number of changes proposed for individual funds. It
would be impossible to summarize all of them here. We encourage you to read your
proxy statement very carefully and other information on this website to see
which specific changes are proposed.
Back to Questions
WHY DID I RECEIVE MULTIPLE PROXIES?
Each proxy statement relates to a particular group of funds and each fund has a
set of proposals. You may receive multiple mailings, depending on which group of
funds you own, or you may receive one mailing even though you own more than one
fund. Each mailing contains proxy cards for the fund(s) you own and are entitled
to vote.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR all the proposals on the proxy card.
Back to Questions
WILL THESE CHANGES ALTER THE WAY MY FUND IS MANAGED?
AIM does not expect these changes to have a significant impact on your fund's
day-to-day management. Many of the proposed changes are designed to improve the
consistency of language and policy across funds in The AIM Family of Funds(R).
These changes also provide the funds with increased flexibility to make changes
in the future without incurring the expense of a shareholder meeting.
Back to Questions
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the May 3rd shareholder meeting. If
this happens, the fund may have to make extra solicitations to obtain a quorum
or resend proxies to shareholders, incurring unnecessary additional costs.
Back to Questions
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?
<PAGE> 168
Yes, AIM has hired Shareholder Communications Corporation as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time, you
may receive a telephone call from them reminding you to vote your shares.
Back to Questions
WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?
The Web proxy voting system offered by Proxycard.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:
o Secure Sockets Layer (SSL) - A security measure that encrypts all
information that travels between Proxycard.com's Web server and the
shareholder's computer.
o Control Number - Each shareholder is required to enter his or her
12-digit control number. Proxycard.com verifies the number and
presents the holder with the appropriate proxy card for his or her
fund(s).
o Firewall - To protect the confidentiality of your account records,
Proxycard.com uses only control numbers and card codes to register
votes. Voted positions are then periodically uploaded to our master
database of shareholders listed as of the record date. All
account-specific data remain behind our firewall.
Back to Questions
HOW DO I SIGN THE PROXY CARD?
(DOES NOT APPLY IF VOTING BY PHONE OR INTERNET)
Individual Accounts: Shareholders should sign exactly as their names appear in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names appear in
the registration.
All Other Accounts: The person signing must indicate his or her capacity. For
example, if Jane A. Doe is a trustee for a trust or other entity, she should
sign, "Jane A. Doe, Trustee."
Back to Questions
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 P.M. Central time May 3, 2000.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST
<PAGE> 169
o What am I being asked to vote on?
o Why is this change being proposed?
o Will there be any tax consequences as a result of this reorganization?
o Where can I find further details about this reorganization?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.
Back to Questions
WHY IS THIS CHANGE BEING PROPOSED?
AIM and the board believe that the Delaware business trust organization has
advantages over the Maryland corporation form of organization. This is why the
Delaware business trust is being used by an increasing number of mutual funds,
including many other AIM funds. Reorganization as a Delaware business trust will
result in greater consistency of fund structure across the AIM fund complex.
The Delaware business trust is more flexible than a Maryland corporation. Among
other things, a Delaware business trust will have greater flexibility to conduct
business without the necessity of engaging in expensive proxy solicitations to
shareholders. Thus, the reorganization may help to contain costs.
Back to Questions
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?
No. The reorganization will be a tax-free event under the appropriate section of
the Internal Revenue Code. Therefore, shareholders of the new funds will not
recognize gain or loss for federal income tax purposes as a result of the
reorganization.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?
Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
<PAGE> 170
- --------------------------------------------------------------------------------
PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT
o What are you being asked to vote on?
o How does the proposed new advisory agreement differ from the current
advisory agreement?
o What effect would it have on the fund's fee schedule?
o How does the board recommend that I vote on this proposal?
WHAT ARE YOU BEING ASKED TO VOTE ON?
You are asked to approve a new advisory agreement between AIM and the company of
which your fund is a series. The advisory agreement authorizes AIM to act as
investment advisor for the fund and to supervise all aspects of the fund's
operations, including the investment and reinvestment of the cash, securities or
other properties that comprise the fund's assets, subject at all times to the
policies and control of the directors. The advisory agreement can only be
amended with shareholder approval.
Back to Questions
HOW DOES THE PROPOSED NEW ADVISORY AGREEMENT DIFFER FROM THE CURRENT ADVISORY
AGREEMENT?
It deletes references to administrative services that are addressed in a
separate agreement and it deletes references to certain expense limitations that
are no longer applicable. It also clarifies the delegation of certain
responsibilities and the non-exclusive nature of AIM's services (i.e., that AIM
may provide services to others). The changes are more fully described in the
proxy statement.
Back to Questions
WHAT EFFECT WOULD IT HAVE ON THE FUND'S FEE SCHEDULE?
The revised advisory agreement would not change the fee schedule applicable to
your fund, but it would allow AIM to request an additional fee for
administrative services performed in connection with securities lending. Any
such additional fee would require approval by the fund's board and would be
deducted from any additional income generated from securities lending
activities.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR CHANGING FUNDAMENTAL INVESTMENT RESTRICTIONS
o What am I being asked to vote on?
<PAGE> 171
o What is the difference between a fundamental restriction and a
non-fundamental restriction?
o Why are these changes being proposed?
o Where can I find further details about these changes?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
You are asked to approve changes to your fund's fundamental investment
restrictions. There are a number of investment restrictions that would be
changed, and it would be impossible to summarize all of them here. We encourage
you to read your proxy statement very carefully.
Back to Questions
WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL RESTRICTION AND A NON-FUNDAMENTAL
RESTRICTION?
A fundamental restriction can be changed only with the approval of both the
fund's board and its shareholders, through a proxy such as this one. A
non-fundamental restriction can be changed with approval of only the fund's
board.
Back to Questions
WHY ARE THESE CHANGES BEING PROPOSED?
o Several of the current restrictions reflect regulatory, business or
industry conditions or requirements that are no longer applicable.
o Some restrictions that previously were designated as fundamental are
not required to be fundamental and are proposed to be designated as
non-fundamental.
o The proposed changes will make investment restrictions more consistent
across all AIM funds.
Accordingly, the board believes changing these restrictions will enable the
funds to be managed more efficiently. In addition, this change will reduce the
number of restrictions that require a shareholder vote to be changed. Therefore,
each fund will be able to avoid the cost and delays associated with such a vote,
and thus be more flexible in the future.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THESE CHANGES?
Details are provided in the section of the proxy statement titled "Changes to
the Fundamental Investment Restrictions of Aggressive Growth, Blue Chip, Capital
Development, Charter, Constellation, Large Cap Growth, and Weingarten."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
<PAGE> 172
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
For more complete information about any AIM funds, including sales charges and
expenses, view or ask your financial advisor for a prospectus(es). Please read
the prospectus(es) carefully before you invest or send money. For additional
information, ask your financial advisor for an investor guide of the fund(s).
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
A I M DISTRIBUTORS, INC. 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
<PAGE> 173
ProxyCard.Com
- -------------------------------------------------------------------------------
Welcome to ProxyCard.com, the fastest and most convenient way to vote your proxy
over the internet. To vote your shares, follow these four easy steps:
1. Review the proxy statement you received in the mail.
2. Enter the control number printed on your proxy card below.
3. Complete your internet proxy card and submit your vote. Don't forget
to click the "this vote is correct" button.
4. Print or save a copy of your confirmation for your records. You may
also have your confirmation emailed to you.
If you have more than one proxy card, you will need to vote each position
individually.
Enter a control number below (printed on your proxy card):
[ ]
[ SUBMIT ]
<PAGE> 174
ProxyCard.Com
- -------------------------------------------------------------------------------
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM WEINGARTEN FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
MAY 3, 2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3, 2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[ ] FOR ALL
[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES
[ ] FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
<PAGE> 175
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
[ ]
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
INC.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
<PAGE> 176
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
NOT APPLICABLE
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
<PAGE> 177
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
[SUBMIT]
<PAGE> 178
ProxyCard.Com
- --------------------------------------------------------------------------------
THIS IS YOUR COMPLETED PROXY CARD. SIGN AND SUBMIT YOUR CARD BY CLICKING
"THIS VOTE IS CORRECT" AT THE BOTTOM OF THE PAGE. TO MAKE CHANGES USE THE
"BACK" BUTTON BELOW. YOU MAY PRINT OR SAVE THIS PAGE OR HAVE A CONFIRMATION
OF YOUR VOTE E-MAILED TO YOU.
[BACK]
[ ] Check this box and enter your e-mail address below if you want to be
e-mailed a copy of your voted proxy. A confirmation will be sent after
you press the "This Vote is Correct" button at the bottom of this
page.
e-mail: [ ]
PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
AIM WEINGARTEN FUND
(A PORTFOLIO OF AIM EQUITY FUNDS, INC.)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 3,2000
THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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 SPECIAL MEETING OF SHAREHOLDERS ON MAY 3,2000 AT 3:00 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"
EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE DIRECTORS
RECOMMEND VOTING "FOR" EACH PROPOSAL.
<PAGE> 179
1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM EQUITY FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:
[x] FOR ALL
WITHHOLD AUTHORITY FOR ALL NOMINEES
FOR ALL EXCEPT
To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.
01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar
2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM EQUITY FUNDS, INC. AS A DELAWARE BUSINESS TRUST
[X] FOR
AGAINST
ABSTAIN
3. TO APPROVE A NEW MASTER INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS,
Inc.
[X] FOR
AGAINST
ABSTAIN
4. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.
4a. CHANGE TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.
[X] FOR
AGAINST
ABSTAIN
4b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.
[X] FOR
AGAINST
ABSTAIN
<PAGE> 180
4c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.
[X] FOR
AGAINST
ABSTAIN
4d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.
[X] FOR
AGAINST
ABSTAIN
4e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE
[X] FOR
AGAINST
ABSTAIN
4f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.
[X] FOR
AGAINST
ABSTAIN
4g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.
[X] FOR
AGAINST
ABSTAIN
4h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.
[X] FOR
AGAINST
ABSTAIN
4i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.
[X] FOR
AGAINST
ABSTAIN
<PAGE> 181
4j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.
NOT APPLICABLE
4k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.
[X] FOR
AGAINST
ABSTAIN
4l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING SECURITIES OF ISSUERS
IN WHICH OFFICERS AND DIRECTORS OF THE COMPANY AND ITS AFFILIATES OWN
SECURITIES.
NOT APPLICABLE
4m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON TRANSACTIONS WITH OFFICERS AND
DIRECTORS OF CHARTER IN SECURITIES OTHER THAN CAPITAL STOCK OF CHARTER.
NOT APPLICABLE
5. TO APPROVE CHANGING THE INVESTMENT OBJECTIVES OF AIM BLUE CHIP FUND AND AIM
CAPITAL DEVELOPMENT FUND SO THAT THEY ARE NON-FUNDAMENTAL.
NOT APPLICABLE
6. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF AIM AGGRESSIVE GROWTH FUND
AND MAKING IT NON-FUNDAMENTAL.
NOT APPLICABLE
7. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.
[X] FOR
AGAINST
ABSTAIN
8. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
<PAGE> 182
Is this vote correct?
[THIS VOTE IS CORRECT] [BACK]
If you want to change your vote, use a "Back" button to return to the previous
page.
<PAGE> 183
ProxyCard.Com
- -------------------------------------------------------------------------------
Your vote has been submitted.
If you would like to vote another proxy, enter a control number below:
[ ]
[SUBMIT]
<PAGE> 184
INSTITUTIONAL INVESTOR PROXY FACTS
SPECIAL MEETING OF SHAREHOLDERS
Wednesday, May 3, 2000
3 p.m. CT
AIM Headquarters
11 Greenway Plaza, Suite 100
Houston, Texas
Please read the Proxy Statements below for complete information about all issues
regarding the Proxy Vote. General issues include:
o Elect 10 directors/trustees of your funds.
o Approve a new Master Investment Advisory Agreement with A I M Advisors,
Inc.
o Approve changing the fundamental investment restrictions of your funds.
o Approve changing the investment objectives of your funds so that they
are non-fundamental.
o Ratify the selection of KPMG LLP as independent accountants for each of
the funds for the fiscal year ending in 2000.
Please select one of the funds from the menu below to read answers to common
questions regarding your fund's proxy vote, to view Prospectuses and to access
the Annual Reports.
[DROP-DOWN MENU SELECTION BOX]
- --------------------------------------------------------------------------------
WAYS TO VOTE
BY MAIL
[MAILBOX GRAPHIC]
Complete and sign the proxy card and return it in the postage-paid envelope
provided in the shareholder mailing.
NOTE: If you own Class A shares of AIM equity or fixed-income funds, please
visit the retail portion of our Web site to read proxy information specific to
your AIM funds.
If you have further questions about Proxy Voting, contact your AIM Institutional
Group(SM) representative at 800-659-1005. All votes must be received before or
at the Shareholder Meeting, which will be held at 3:00 P.M. Central time May 3,
2000.
For more complete information about AIM Funds, including sales charges and
expenses, view a prospectus(es). Your client should read the prospectus(es)
carefully before investing or sending money.
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
FUND MANAGEMENT COMPANY 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
<PAGE> 185
AIM CHARTER FUND (INSTITUTIONAL)
PROXY STATEMENT (pdf)
PROSPECTUS
ANNUAL REPORT
BACK TO PROXY INFORMATION
QUESTIONS & ANSWERS
o General Questions & Answers
o Proposal for Reorganization as a Delaware Business Trust
o Proposal for Approval of a New Advisory Agreement
o Proposal for Changing Fundamental Investment Restrictions
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
GENERAL QUESTIONS & ANSWERS
o Will these changes alter the way my fund is managed?
o Why should I vote?
o How does the board recommend that I vote?
o How do I register my vote?
o How do I sign the proxy card?
o What is the deadline for voting?
WILL THESE CHANGES ALTER THE WAY MY FUND IS MANAGED?
AIM does not expect these changes to have a significant or material impact on
your fund's day-to-day management. Many of the proposed changes can be thought
of as "housekeeping" changes, designed to improve the consistency of language
and policy across funds in The AIM Family of Funds(R).
Back to Questions
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the May 3rd shareholder meeting. If
this happens, AIM may have to make extra solicitations to obtain a quorum or
resend proxies to shareholders, incurring unnecessary additional costs.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
<PAGE> 186
The board recommends that you vote FOR all the proposals on the proxy card.
Back to Questions
HOW DO I REGISTER MY VOTE?
You may indicate your vote on the proxy card, sign it and return it in the
postage-paid envelope.
Back to Questions
HOW DO I SIGN THE PROXY CARD?
Individual Accounts: Shareholders should sign exactly as their names appear in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names appear in
the registration.
All Other Accounts: The person signing must indicate his or her capacity. For
example, if Jane A. Doe is a trustee for a trust or other entity, she should
sign, "Jane A. Doe, Trustee."
Back to Questions
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 P.M. Central time May 3, 2000.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST
o What am I being asked to vote on?
o Why is this change being proposed?
o Will there be any tax consequences as a result of this reorganization?
o Where can I find further details about this reorganization?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.
Back to Questions
<PAGE> 187
WHY IS THIS CHANGE BEING PROPOSED?
AIM and the board believe that the Delaware business trust organization has
advantages over the Maryland corporation form of organization. This is why the
Delaware business trust is being used by an increasing number of mutual funds,
including many other AIM funds. Reorganization as a Delaware business trust will
result in greater consistency of fund structure across the AIM fund complex.
The Delaware business trust is more flexible than a Maryland corporation. Among
other things, a Delaware business trust will have greater flexibility to conduct
business without the necessity of engaging in expensive proxy solicitations to
shareholders. Thus, the reorganization may help to contain costs.
Back to Questions
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?
No. The reorganization will be a tax-free event under the appropriate section of
the Internal Revenue Code. Therefore, shareholders of the new funds will not
recognize gain or loss for federal income tax purposes as a result of the
reorganization.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?
Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT
o What are you being asked to vote on?
o How does the proposed new advisory agreement differ from the current
advisory agreement?
o What effect would it have on the fund's fee schedule?
o How does the board recommend that I vote on this proposal?
<PAGE> 188
WHAT ARE YOU BEING ASKED TO VOTE ON?
You are asked to approve a new advisory agreement between AIM and the company of
which your fund is a series. The advisory agreement authorizes AIM to act as
investment advisor for the fund and to supervise all aspects of the fund's
operations, including the investment and reinvestment of the cash, securities or
other properties that comprise the fund's assets, subject at all times to the
policies and control of the directors. The advisory agreement can only be
amended with shareholder approval.
Back to Questions
HOW DOES THE PROPOSED NEW ADVISORY AGREEMENT DIFFER FROM THE CURRENT ADVISORY
AGREEMENT?
It deletes references to administrative services that are addressed in a
separate agreement and it deletes references to certain expense limitations that
are no longer applicable. It also clarifies the delegation of certain
responsibilities and the non-exclusive nature of AIM's services (i.e., that AIM
may provide services to others). The changes are more fully described in the
proxy statement.
Back to Questions
WHAT EFFECT WOULD IT HAVE ON THE FUND'S FEE SCHEDULE?
The revised advisory agreement would not change the fee schedule applicable to
your fund, but it would allow AIM to request an additional fee for
administrative services performed in connection with securities lending. Any
such additional fee would require approval by the fund's board and would be
deducted from any additional income generated from securities lending
activities.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR CHANGING FUNDAMENTAL INVESTMENT RESTRICTIONS
o What am I being asked to vote on?
o What is the difference between a fundamental restriction and a
non-fundamental restriction?
o Why are these changes being proposed?
o Where can I find further details about these changes?
<PAGE> 189
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
You are asked to approve changes to your fund's fundamental investment
restrictions. There are a number of investment restrictions that would be
changed, and it would be impossible to summarize all of them here. We encourage
you to read your proxy statement very carefully.
Back to Questions
WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL RESTRICTION AND A NON-FUNDAMENTAL
RESTRICTION?
A fundamental restriction can be changed only with the approval of both the
fund's board and its shareholders, through a proxy statement such as this one. A
non-fundamental restriction can be changed with approval by only the fund's
board.
Back to Questions
WHY ARE THESE CHANGES BEING PROPOSED?
o Several of the current restrictions reflect regulatory, business or
industry conditions or requirements that are no longer applicable.
o Some restrictions that previously were designated as fundamental are
not required to be fundamental and are proposed to be designated as
non-fundamental.
o The proposed changes will make investment restrictions more consistent
across all AIM funds.
Accordingly, the board believes changing these restrictions will enable the
funds to be managed more efficiently. In addition, this change will reduce the
number of restrictions that require a shareholder vote to be changed. Therefore,
each fund will be able to avoid the cost and delays associated with such a vote,
and thus be more flexible in the future.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THESE CHANGES?
Details are provided in the section of the proxy statement titled "Changes to
the Fundamental Investment Restrictions of Aggressive Growth, Blue Chip, Capital
Development, Charter, Constellation, Large Cap Growth, and Weingarten."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
<PAGE> 190
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
For more complete information about any AIM funds, including sales charges and
expenses, view or ask your financial advisor for a prospectus(es). Please read
the prospectus(es) carefully before you invest or send money. For additional
information, ask your financial advisor for an investor guide of the fund(s).
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
FUND MANAGEMENT COMPANY 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
<PAGE> 191
AIM CONSTELLATION FUND (INSTITUTIONAL)
PROXY STATEMENT (pdf)
PROSPECTUS
ANNUAL REPORT
BACK TO PROXY INFORMATION
QUESTIONS & ANSWERS
o General Questions & Answers
o Proposal for Reorganization as a Delaware Business Trust
o Proposal for Approval of a New Advisory Agreement
o Proposal for Changing Fundamental Investment Restrictions
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
GENERAL QUESTIONS & ANSWERS
o Will these changes alter the way my fund is managed?
o Why should I vote?
o How does the board recommend that I vote?
o How do I register my vote?
o How do I sign the proxy card?
o What is the deadline for voting?
WILL THESE CHANGES ALTER THE WAY MY FUND IS MANAGED?
AIM does not expect these changes to have a significant or material impact on
your fund's day-to-day management. Many of the proposed changes can be thought
of as "housekeeping" changes, designed to improve the consistency of language
and policy across funds in The AIM Family of Funds(R).
Back to Questions
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the May 3rd shareholder meeting. If
this happens, AIM may have to make extra solicitations to obtain a quorum or
resend proxies to shareholders, incurring unnecessary additional costs.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
<PAGE> 192
The board recommends that you vote FOR all the proposals on the proxy card.
Back to Questions
HOW DO I REGISTER MY VOTE?
You may indicate your vote on the proxy card, sign it and return it in the
postage-paid envelope.
Back to Questions
HOW DO I SIGN THE PROXY CARD?
Individual Accounts: Shareholders should sign exactly as their names appear in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names appear in
the registration.
All Other Accounts: The person signing must indicate his or her capacity. For
example, if Jane A. Doe is a trustee for a trust or other entity, she should
sign, "Jane A. Doe, Trustee."
Back to Questions
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 P.M. Central time May 3, 2000.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST
o What am I being asked to vote on?
o Why is this change being proposed?
o Will there be any tax consequences as a result of this reorganization?
o Where can I find further details about this reorganization?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.
Back to Questions
<PAGE> 193
WHY IS THIS CHANGE BEING PROPOSED?
AIM and the board believe that the Delaware business trust organization has
advantages over the Maryland corporation form of organization. This is why the
Delaware business trust is being used by an increasing number of mutual funds,
including many other AIM funds. Reorganization as a Delaware business trust will
result in greater consistency of fund structure across the AIM fund complex.
The Delaware business trust is more flexible than a Maryland corporation. Among
other things, a Delaware business trust will have greater flexibility to conduct
business without the necessity of engaging in expensive proxy solicitations to
shareholders. Thus, the reorganization may help to contain costs.
Back to Questions
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?
No. The reorganization will be a tax-free event under the appropriate section of
the Internal Revenue Code. Therefore, shareholders of the new funds will not
recognize gain or loss for federal income tax purposes as a result of the
reorganization.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?
Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT
o What are you being asked to vote on?
o How does the proposed new advisory agreement differ from the current
advisory agreement?
o What effect would it have on the fund's fee schedule?
o How does the board recommend that I vote on this proposal?
<PAGE> 194
WHAT ARE YOU BEING ASKED TO VOTE ON?
You are asked to approve a new advisory agreement between AIM and the company of
which your fund is a series. The advisory agreement authorizes AIM to act as
investment advisor for the fund and to supervise all aspects of the fund's
operations, including the investment and reinvestment of the cash, securities or
other properties that comprise the fund's assets, subject at all times to the
policies and control of the directors. The advisory agreement can only be
amended with shareholder approval.
Back to Questions
HOW DOES THE PROPOSED NEW ADVISORY AGREEMENT DIFFER FROM THE CURRENT ADVISORY
AGREEMENT?
It deletes references to administrative services that are addressed
in a separate agreement and it deletes references to certain expense limitations
that are no longer applicable. It also clarifies the delegation of certain
responsibilities and the non-exclusive nature of AIM's services (i.e., that AIM
may provide services to others). The changes are more fully described in the
proxy statement.
Back to Questions
WHAT EFFECT WOULD IT HAVE ON THE FUND'S FEE SCHEDULE?
The revised advisory agreement would not change the fee schedule applicable to
your fund, but it would allow AIM to request an additional fee for
administrative services performed in connection with securities lending. Any
such additional fee would require approval by the fund's board and would be
deducted from any additional income generated from securities lending
activities.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR CHANGING FUNDAMENTAL INVESTMENT RESTRICTIONS
o What am I being asked to vote on?
o What is the difference between a fundamental restriction and a
non-fundamental restriction?
o Why are these changes being proposed?
o Where can I find further details about these changes?
<PAGE> 195
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
You are asked to approve changes to your fund's fundamental investment
restrictions. There are a number of investment restrictions that would be
changed, and it would be impossible to summarize all of them here. We encourage
you to read your proxy statement very carefully.
Back to Questions
WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL RESTRICTION AND A NON-FUNDAMENTAL
RESTRICTION?
A fundamental restriction can be changed only with the approval of both the
fund's board and its shareholders, through a proxy statement such as this one. A
non-fundamental restriction can be changed with approval by only the fund's
board.
Back to Questions
WHY ARE THESE CHANGES BEING PROPOSED?
o Several of the current restrictions reflect regulatory, business or
industry conditions or requirements that are no longer applicable.
o Some restrictions that previously were designated as fundamental are
not required to be fundamental and are proposed to be designated as
non-fundamental.
o The proposed changes will make investment restrictions more consistent
across all AIM funds.
Accordingly, the board believes changing these restrictions will enable the
funds to be managed more efficiently. In addition, this change will reduce the
number of restrictions that require a shareholder vote to be changed. Therefore,
each fund will be able to avoid the cost and delays associated with such a vote,
and thus be more flexible in the future.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THESE CHANGES?
Details are provided in the section of the proxy statement titled "Changes to
the Fundamental Investment Restrictions of Aggressive Growth, Blue Chip, Capital
Development, Charter, Constellation, Large Cap Growth, and Weingarten."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
<PAGE> 196
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
For more complete information about any AIM funds, including sales charges and
expenses, view or ask your financial advisor for a prospectus(es). Please read
the prospectus(es) carefully before you invest or send money. For additional
information, ask your financial advisor for an investor guide of the fund(s).
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
FUND MANAGEMENT COMPANY 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
<PAGE> 197
AIM WEINGARTEN FUND (INSTITUTIONAL)
PROXY STATEMENT (pdf)
PROSPECTUS
ANNUAL REPORT
BACK TO PROXY INFORMATION
QUESTIONS & ANSWERS
o General Questions & Answers
o Proposal for Reorganization as a Delaware Business Trust
o Proposal for Approval of a New Advisory Agreement
o Proposal for Changing Fundamental Investment Restrictions
- --------------------------------------------------------------------------------
We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.
General Questions & Answers
o Will these changes alter the way my fund is managed?
o Why should I vote?
o How does the board recommend that I vote?
o How do I register my vote?
o How do I sign the proxy card?
o What is the deadline for voting?
WILL THESE CHANGES ALTER THE WAY MY FUND IS MANAGED?
AIM does not expect these changes to have an impact on your fund's day-to-day
management. Many of the proposed changes can be thought of as "housekeeping"
changes, designed to improve the consistency of language and policy across funds
in The AIM Family of Funds(R).
Back to Questions
WHY SHOULD I VOTE?
Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the May 3rd shareholder meeting. If
this happens, AIM may have to make extra solicitations to obtain a quorum or
resend proxies to shareholders, incurring unnecessary additional costs.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE?
The board recommends that you vote FOR all the proposals on the proxy card.
Back to Questions
<PAGE> 198
HOW DO I REGISTER MY VOTE?
You may indicate your vote on the proxy card and return it in the postage-paid
envelope.
Back to Questions
HOW DO I SIGN THE PROXY CARD?
Individual Accounts: Shareholders should sign exactly as their names appear in
the account registration shown on the proxy card.
Joint Accounts: All joint owners should sign exactly as their names appear in
the registration.
All Other Accounts: The person signing must indicate his or her capacity. For
example, if Jane A. Doe is a trustee for a trust or other entity, she should
sign, "Jane A. Doe, Trustee."
Back to Questions
WHAT IS THE DEADLINE FOR VOTING?
All votes must be received before or at the Shareholder Meeting, which will be
held at 3:00 P.M. Central time May 3, 2000.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST
o What am I being asked to vote on?
o Why is this change being proposed?
o Will there be any tax consequences as a result of this reorganization?
o Where can I find further details about this reorganization?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.
Back to Questions
WHY IS THIS CHANGE BEING PROPOSED?
AIM and the board believe that the Delaware business trust organization has
advantages over the Maryland corporation form of organization. This is why the
Delaware business trust is being used by an increasing number of mutual funds,
including many other AIM funds. Reorganization as a Delaware business trust will
result in greater consistency of fund structure across the AIM fund complex.
<PAGE> 199
The Delaware business trust is more flexible than a Maryland corporation. Among
other things, a Delaware business trust will have greater flexibility to conduct
business without the necessity of engaging in expensive proxy solicitations to
shareholders. Thus, the reorganization may help to contain costs.
Back to Questions
WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?
No. The reorganization will be a tax-free event under the appropriate section of
the Internal Revenue Code. Therefore, shareholders of the new funds will not
recognize gain or loss for federal income tax purposes as a result of the
reorganization.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?
Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT
o What are you being asked to vote on?
o How does the proposed new advisory agreement differ from the current
advisory agreement?
o What effect would it have on the fund's fee schedule?
o How does the board recommend that I vote on this proposal?
WHAT ARE YOU BEING ASKED TO VOTE ON?
You are asked to approve a new advisory agreement between AIM and the company of
which your fund is a series. The advisory agreement authorizes AIM to act as
investment advisor for the fund and to supervise all aspects of the fund's
operations, including the investment and reinvestment of the cash, securities or
other properties that comprise the fund's assets, subject at all times to the
policies and control of the directors. The advisory agreement can only be
amended with shareholder approval.
Back to Questions
HOW DOES THE PROPOSED NEW ADVISORY AGREEMENT DIFFER FROM THE
<PAGE> 200
CURRENT ADVISORY AGREEMENT?
It deletes references to administrative services that are addressed in a
separate agreement and it deletes references to certain expense limitations that
are no longer applicable. It also clarifies the delegation of certain
responsibilities and the non-exclusive nature of AIM's services (i.e., that AIM
may provide services to others). The changes are more fully described in the
proxy statement.
Back to Questions
WHAT EFFECT WOULD IT HAVE ON THE FUND'S FEE SCHEDULE?
The revised advisory agreement would not change the fee schedule applicable to
your fund, but it would allow AIM to request an additional fee for
administrative services performed in connection with securities lending. Any
such additional fee would require approval by the fund's board and would be
deducted from any additional income generated from securities lending
activities.
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
PROPOSAL FOR CHANGING FUNDAMENTAL INVESTMENT RESTRICTIONS
o What am I being asked to vote on?
o What is the difference between a fundamental restriction and a
non-fundamental restriction?
o Why are these changes being proposed?
o Where can I find further details about these changes?
o How does the board recommend that I vote on this proposal?
WHAT AM I BEING ASKED TO VOTE ON?
You are asked to approve changes to your fund's fundamental investment
restrictions. There are a number of investment restrictions that would be
changed, and it would be impossible to summarize all of them here. We encourage
you to read your proxy statement very carefully.
Back to Questions
WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL RESTRICTION AND A NON-FUNDAMENTAL
RESTRICTION?
A fundamental restriction can be changed only with the approval of both the
fund's board and its shareholders, through a proxy such as this one. A
non-fundamental restriction can be changed with approval
<PAGE> 201
by only the fund's board.
Back to Questions
WHY ARE THESE CHANGES BEING PROPOSED?
o Several of the current restrictions reflect regulatory, business or
industry conditions or requirements that are no longer applicable.
o Some restrictions that previously were designated as fundamental are
not required to be fundamental and are proposed to be designated as
non-fundamental.
o The proposed changes will make investment restrictions more consistent
across all AIM funds.
Accordingly, the board believes changing these restrictions will enable the
funds to be managed more efficiently. In addition, this change will reduce the
number of restrictions that require a shareholder vote to be changed. Therefore,
each fund will be able to avoid the cost and delays associated with such a vote,
and thus be more flexible in the future.
Back to Questions
WHERE CAN I FIND FURTHER DETAILS ABOUT THESE CHANGES?
Details are provided in the section of the proxy statement titled "Changes to
the Fundamental Investment Restrictions of Aggressive Growth, Blue Chip, Capital
Development, Charter, Constellation, Large Cap Growth, and Weingarten."
Back to Questions
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?
The board recommends that you vote FOR this proposal.
Back to Questions | Back To Top
- --------------------------------------------------------------------------------
For more complete information about any AIM funds, including sales charges and
expenses, view or ask your financial advisor for a prospectus(es). Please read
the prospectus(es) carefully before you invest or send money. For additional
information, ask your financial advisor for an investor guide of the fund(s).
<TABLE>
<S> <C> <C> <C>
INVESTMENT PRODUCTS OFFERED ARE: NOT FDIC-INSURED MAY LOSE VALUE NO BANK GUARANTEE
</TABLE>
FUND MANAGEMENT COMPANY 3/2000
(C) 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
