<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</TABLE>
AIM INVESTMENT FUNDS
AIM GROWTH SERIES
--------------------------------------------------------------------------------
(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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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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<PAGE> 2
AIM GLOBAL FINANCIAL SERVICES FUND
AIM GLOBAL INFRASTRUCTURE FUND
AIM SMALL CAP GROWTH FUND
11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046
SPECIAL MEETING OF SHAREHOLDERS
July 10, 2000
DEAR SHAREHOLDER:
As you may be aware, AIM Global Financial Services Fund ("Global
Financial Services Fund"), AIM Global Infrastructure Fund ("Global
Infrastructure Fund") and AIM Small Cap Growth Fund ("Small Cap Growth Fund")
each seeks to achieve its investment objective of long-term growth of capital by
investing all of its investable assets in Global Financial Services Portfolio,
Global Infrastructure Portfolio and Small Cap Portfolio, respectively (each, a
"Portfolio"). The Board of Trustees of AIM Investment Funds ("AIF"), a Delaware
business trust, has voted to simplify the structure of Global Financial Services
Fund and Global Infrastructure Fund, each a series portfolio of AIF. The Board
of Trustees of AIM Growth Series ("AGS"), a Delaware business trust, has voted
to simplify the structure of Small Cap Growth Fund, a series portfolio of AGS.
Under the restructuring proposed by A I M Advisors, Inc. ("AIM"), each Fund
would redeem its interest in the corresponding Portfolio and would invest
directly in the securities in which the corresponding Portfolio invests.
The Boards of Trustees of AIF and AGS, and AIM, believe that the
proposed restructuring would benefit the Funds and their shareholders by
promoting greater administrative efficiency. In order to implement the
restructuring, shareholders must approve investment advisory agreements for the
Funds. Shareholders will also be asked to approve changes to each Fund's
fundamental investment restrictions; to make each Fund's investment objective
non-fundamental; and to ratify the selection of independent public accountants.
Accordingly, a special meeting of shareholders (the "Meeting") will be
held on September 1, 2000. Attached are the Notice and Proxy Statement for the
Meeting, which describe the proposals on which you are being asked to vote. EACH
BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THESE PROPOSALS.
<PAGE> 3
Your vote is important. Please take a moment now to sign and return
your proxy card(s) in the enclosed postage-paid envelope. If we do not hear from
you after a reasonable amount of time, you may receive a telephone call from our
proxy solicitor, Shareholder Communications Corporation, reminding you to vote
your shares. Thank you for your cooperation and continued support. You may also
vote your shares on the web at http://www.aimfunds.com by following instructions
that appear on the enclosed proxy insert.
Sincerely,
/s/ ROBERT H. GRAHAM
Robert H. Graham
Chairman and President
2
<PAGE> 4
AIM GLOBAL FINANCIAL SERVICES FUND
AIM GLOBAL INFRASTRUCTURE FUND
AIM SMALL CAP GROWTH FUND
11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
September 1, 2000
To the Shareholders:
Notice is hereby given that a special meeting of shareholders (the
"Meeting") of each of AIM Global Financial Services Fund, AIM Global
Infrastructure Fund and AIM Small Cap Growth Fund (each, a "Fund," and
collectively, the "Funds") will be held at 11 Greenway Plaza, Suite 100,
Houston, Texas 77046, on September 1, 2000, at 3:00 p.m., Central time, for
the following purposes:
(1) To approve a new investment advisory agreement for each Fund;
(2) To approve changing the fundamental investment restrictions of
each Fund;
(3) To approve making the investment objective of each Fund
non-fundamental;
(4) To ratify the selection of PricewaterhouseCoopers LLP as
independent public accountants for each Fund for the fiscal
year ending in 2000; and
(5) To transact such other business as may properly come before
the Meeting.
Shareholders of record at the close of business on June 23, 2000, are
entitled to notice of, and vote at, the Meeting. Your attention is called to the
accompanying Proxy Statement. Whether or not you attend the Meeting, we urge you
to PROMPTLY COMPLETE, SIGN, AND RETURN THE ENCLOSED PROXY CARD(S), so that a
quorum will be present and a maximum number of shares may be voted.
By Order of the Boards,
/s/ SAMUEL D. SIRKO
Samuel D. Sirko
Secretary
July 10, 2000
YOUR VOTE IS VERY IMPORTANT. PLEASE COMPLETE, SIGN, AND RETURN THE ENCLOSED
PROXY CARD(S) PROMPTLY.
3
<PAGE> 5
AIM GLOBAL FINANCIAL SERVICES FUND
AIM GLOBAL INFRASTRUCTURE FUND
AIM SMALL CAP GROWTH FUND
11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046
PROXY STATEMENT
DATED JULY 10, 2000
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 1, 2000
WHO IS ASKING FOR MY VOTE?
The Boards of Trustees (the "Boards") of AIM Investment Funds and AIM
Growth Series (each, a "Trust," and collectively, the "Trusts") are sending you
this proxy statement and the enclosed proxy card(s) on behalf of AIM Global
Financial Services Fund, AIM Global Infrastructure Fund and AIM Small Cap Growth
Fund (the "Funds"). The Boards are soliciting your proxies to vote at the 2000
special meeting of shareholders of AIM Global Financial Services Fund, AIM
Global Infrastructure Fund and AIM Small Cap Growth Fund (the "Meeting").
WHEN AND WHERE WILL THE MEETING BE HELD?
The Meeting will be held at the Trusts' offices, 11 Greenway Plaza,
Suite 100, Houston, Texas 77046-1173, at 3:00 p.m., Central time, on Friday,
September 1, 2000. If you expect to attend the Meeting in person, please notify
the company by calling 1-800-952-3502.
WHAT PROPOSALS APPLY TO MY FUND?
The following table summarizes each proposal to be presented at the
Meeting and the Funds whose shareholders the Boards are soliciting with respect
to each proposal:
<TABLE>
<CAPTION>
Proposal Affected Funds
-------- --------------
<S> <C> <C>
1. Approval of a new investment advisory agreement with All Funds
A I M Advisors, Inc.
2. Approval of changes to the fundamental restrictions All Funds
3. Approval of making the Fund's investment objective non-fundamental All Funds
4. Ratification of the selection of independent accountants All Funds
5. Consideration of other matters All Funds
</TABLE>
4
<PAGE> 6
WHO IS ELIGIBLE TO VOTE?
The Boards are sending this proxy statement, the attached notice of
meeting and the enclosed proxy card(s) on or about July 10, 2000, to all
shareholders entitled to vote. Shareholders who owned shares of beneficial
interest in any class of a Fund at the close of business on June 23, 2000
(the "record date"), are entitled to vote. Each share of beneficial interest in
a Fund that you own entitles you to one vote on each proposal set forth in the
table above that applies to that Fund (a fractional share has a fractional
vote).
WHAT ARE THE DIFFERENT WAYS I CAN VOTE?
Voting by Proxy
Whether you plan to attend the Meeting or not, the Boards urge you to
complete, sign and date the enclosed proxy card(s) and to return it promptly in
the envelope provided. Returning the proxy card(s) will not affect your right to
attend the Meeting and vote.
The Boards have named Robert H. Graham and Gary T. Crum as proxies. If
you properly fill in your proxy card(s) and send it to the company of your Fund
in time to vote, your proxy will vote your shares as you have directed. If you
sign the proxy card(s) but do not make specific choices, your proxy will vote
your shares with respect to Proposals 1 through 4 as recommended by the Boards.
If any other matter is presented, your proxy will vote in accordance
with his or her best judgment. At the time this proxy statement was printed, the
Boards knew of no matters that needed to be acted on at the Meeting other than
those discussed in this proxy statement.
If you appoint a proxy, you may revoke it at any time before it is
exercised. You can do this by sending in another proxy with a later date or by
notifying the company's secretary in writing before the Meeting that you have
revoked your proxy.
Voting in Person
If you do attend the Meeting and wish to vote in person, you will be
given a ballot when you arrive. However, if your shares are held in the name of
your broker, bank or other nominee, you must bring a letter from the nominee
indicating that you are the beneficial owner of the shares on the record date
and authorizing you to vote.
Voting by Telephone
You may vote by telephone if you are contacted by Shareholder
Communications Corporation.
5
<PAGE> 7
Voting on the Internet
You may also vote your shares on the Internet at the Funds' website at
http://www.aimfunds.com by following instructions that appear on the enclosed
proxy insert.
HOW DO THE BOARDS RECOMMEND THAT I VOTE?
Each Board recommends that shareholders vote FOR each of the proposals
described in this proxy statement. Each Board has made recommendations to the
shareholders of its respective Fund(s) only.
WHAT IS THE QUORUM REQUIREMENT?
The presence in person or by proxy of shareholders entitled to cast
one-third of all the votes entitled to be cast at the Meeting shall constitute a
quorum at the Meeting with respect to that Fund. If a quorum is not present at
the Meeting or if a quorum is present but sufficient votes to approve any of the
proposals described in the proxy statement are not received, the persons named
as proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares represented at the Meeting in person or by proxy.
A shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and the broker does not have discretionary voting
authority. Abstentions and broker non-votes will be counted as shares present
for purposes of determining whether a quorum is present, but will not be voted
for or against any proposal or for or against any adjournment to permit further
solicitation of proxies. Accordingly, abstentions and broker non-votes
effectively will be a vote against adjournment or against any proposal where the
required vote is a percentage of the shares present or outstanding. In addition,
abstentions and broker non-votes will not be counted as votes cast for purposes
of determining whether sufficient votes have been received to approve a
proposal.
There were 6,121,759.986 outstanding shares of Global Financial
Services Fund, 2,987,180.258 outstanding shares of Global Infrastructure Fund
and 25,225,405.373 outstanding shares of Small Cap Growth Fund, as of the record
date. To the knowledge of the Trusts' management, as of the record date,
there were no beneficial owners of 5% or more of the outstanding shares of any
class of any Fund, except as indicated in Exhibit C.
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<PAGE> 8
WHAT IS THE VOTE NECESSARY TO APPROVE EACH PROPOSAL?
The affirmative vote of a majority of the outstanding voting securities
of a Fund, as defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), is required to:
o approve the Fund's new advisory agreement with A I M Advisors, Inc.
(Proposal 1);
o approve changes to the fundamental investment restrictions (Proposal
2);
o approve making the Fund's investment objective non-fundamental
(Proposal 3).
The 1940 Act defines a majority of the outstanding voting securities of
a fund (a 1940 Act majority) as the lesser of (a) the vote of holders of 67% or
more of the voting securities of the fund present in person or by proxy, if the
holders of more than 50% of the outstanding voting securities of the fund are
present in person or by proxy, or (b) the vote of the holders of more than 50%
of the outstanding voting securities of the fund. Broker non-votes and
abstentions will not count as votes cast and will have the effect of votes
against Proposals 1 through 3.
The affirmative vote of a majority of votes cast is necessary to ratify
the selection of PricewaterhouseCoopers LLP as your Fund's independent
accountants (Proposal 4). For Proposal 4, abstentions will not count as votes
cast and will have no effect on the outcome of the vote.
CAN THE MEETING BE ADJOURNED?
The proxies may propose to adjourn the Meeting to permit further
solicitation of proxies or for other purposes. Any such adjournment will require
the affirmative vote of a majority of the votes cast.
HOW CAN I OBTAIN MORE INFORMATION ABOUT THE FUNDS?
UPON YOUR REQUEST, EACH FUND WILL FURNISH YOU A FREE COPY OF ITS MOST
RECENT ANNUAL REPORT AND THE MOST RECENT SEMIANNUAL REPORT SUCCEEDING THE ANNUAL
REPORT, IF ANY. YOU SHOULD DIRECT YOUR REQUEST TO A I M FUND SERVICES, INC. AT
P.O. BOX 4739, HOUSTON, TX 77210-4739 OR BY CALLING 1-800-347-4246.
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<PAGE> 9
BACKGROUND
Global Financial Services Fund, Global Infrastructure Fund and Small
Cap Growth Fund each seeks to achieve its investment objective of long-term
growth of capital by investing all of its investable assets in Global Financial
Services Portfolio (a series of Global Investment Portfolio), Global
Infrastructure Portfolio (a series of Global Investment Portfolio) and Small Cap
Portfolio (a series of Growth Portfolio), respectively (each, a "Portfolio").
Each Portfolio has the same investment objective as the corresponding Fund.
Global Financial Services Fund seeks to meet its objective by investing
all of its investable assets in the Global Financial Services Portfolio, which
in turn normally invests at least 65% of its total assets in equity securities
of domestic and foreign financial services companies. The Portfolio considers a
"financial services" company to be one that (1) derives at least 50% of its
revenues or earnings from financial services activities; or (2) devotes at least
50% of its assets to such activities, based on its most recent fiscal year. Such
companies include those that provide financial services (such as commercial
banks, insurance brokerages, securities brokerages, investment banks, leasing
companies, and real estate-related companies).
Global Financial Services Portfolio may invest up to 35% of its assets
in debt securities of domestic and foreign financial services companies and/or
in equity and debt securities of companies outside the financial services
industry, which, in the opinion of the portfolio managers, stand to benefit from
developments in the financial services industries. The Portfolio will normally
invest in securities of issuers in at least three countries, including the
United States, and may invest a significant portion of its assets in the
securities of U.S. issuers. However, the Portfolio will invest no more than 40%
of its total assets in securities of issuers in any one country, other than the
U.S.
Global Infrastructure Fund seeks to meet its objective by investing all
of its investable assets in the Global Infrastructure Portfolio, which in turn
normally invests at least 65% of its total assets in equity securities of
domestic and foreign infrastructure companies. The Portfolio considers an
"infrastructure company" to be one that (1) derives at least 50% of its revenues
or earnings from infrastructure activities; or (2) devotes at least 50% of its
assets to such activities, based on its most recent fiscal year. Such companies
include those that design, develop, or provide products and services significant
to a country's infrastructure (such as transportation systems, communications
equipment and services, nuclear power and other energy sources, water supply,
and oil, gas, and coal exploration). The Portfolio may invest up to 35% of its
assets in debt securities issued by infrastructure companies, or in equity and
debt securities of other companies the portfolio managers believe will benefit
from developments in the infrastructure industry.
-8-
<PAGE> 10
Global Infrastructure Portfolio will normally invest in the securities
of companies located in at least three different countries, including the United
States, and may invest a significant portion of its assets in the securities of
U.S. issuers. However, the Portfolio will invest no more than 50% of its total
assets in the securities of issuers in any one country, other than the U.S. The
Portfolio may invest substantially in securities denominated in one or more
currencies. The Portfolio may invest in companies located in developing
countries, i.e., those that are in the initial stages of their industrial
cycles. The Portfolio may also invest up to 20% of its total assets in
lower-quality debt securities, i.e., "junk bonds."
Small Cap Growth Fund seeks to meet its objective by investing all of
its investable assets in the Small Cap Portfolio, which in turn normally invests
at least 65% of its total assets in equity securities of U.S. issuers that have
market capitalizations less than that of the largest company in the Russell
2000--Registered Trademark-- Index.
Small Cap Portfolio may also invest up to 35% of its total assets in
equity securities of U.S. issuers that have market capitalizations greater than
that of the largest company in the Russell 2000--Registered Trademark-- Index,
and in investment-grade non-convertible debt securities, U.S. government
securities and high-quality money market instruments, all of which are issued
by U.S. issuers. The Portfolio may also invest up to 25% of its total assets
in foreign securities.
AIM and each Board believes that restructuring the Funds would be
beneficial to the Funds and their shareholders. Under the proposed
restructuring, each Fund would redeem its investments in the Portfolio and would
directly invest in the securities in which it currently indirectly invests by
virtue of its interest in the Portfolio. Specifically, the master-feeder
structure would be collapsed through a redemption by each Fund of its "interest"
in the corresponding Portfolio. Each Portfolio would distribute to the
corresponding Fund all Portfolio assets (securities, cash, etc.) in a tax-free,
in-kind distribution. Each Portfolio would then be terminated. Each Fund would
be the single surviving entity and would hold the portfolio securities directly.
The proposed restructuring would not involve any change to each Fund's
name or investment objective. In addition, the current portfolio managers of the
Portfolios would become the portfolio managers of the Funds following the
restructuring. In order to effect the proposed restructuring, however,
shareholders of each Fund must approve an investment advisory agreement between
the Fund and AIM as described in this Proposal 1.
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<PAGE> 11
PROPOSAL NO. 1:
APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?
Proposal 1 applies to shareholders of all Funds.
WHAT AM I BEING ASKED TO APPROVE?
AIM currently serves as investment advisor and administrator to the
Portfolios pursuant to Investment Management and Administration Contracts
between the Portfolios and AIM dated May 29, 1998 ("current advisory
agreements"). Because each Fund currently invests all of its investable assets
in a corresponding Portfolio, AIM does not directly receive any investment
advisory fees from the Fund. AIM does, however, receive investment advisory fees
from each Portfolio in which the corresponding Fund invests. As a result,
although the Funds do not directly pay AIM advisory fees, each Fund does so
indirectly through its investments in the corresponding Portfolio.
Under the proposed restructuring, AIM would directly manage each Fund's
investments. To reflect that direct management, AIM has proposed an advisory
agreement with each Fund that, among other things, would impose an advisory fee
directly upon each Fund. The advisory fee would be calculated according to the
same aggregate fee schedule for advisory and administrative services that
applies to each Fund and the corresponding Portfolio. Thus, as a result of the
proposed restructuring, shareholders of the Funds would pay the same advisory
fees that they currently pay indirectly. Accordingly, the shareholders of the
Funds are being asked to approve new investment advisory agreements ("proposed
advisory agreements"). AIM would continue to serve as each Fund's administrator
and accounting agent under separate administration agreements. AIM affiliates
would continue to serve as each Fund's transfer agent and distributor.
A description of the proposed advisory agreements is provided below.
Such description is only a summary and is qualified by reference to the form of
investment advisory agreement attached hereto as Exhibit A. A summary of the
Boards' considerations is provided below.
WHAT ARE THE PRIMARY TERMS OF THE PROPOSED ADVISORY AGREEMENTS?
Under the proposed advisory agreements, AIM would directly manage each
Fund's portfolio. Specifically, AIM would, among other things, supervise all
aspects of the operations of each Fund, perform research and analysis for each
Fund on pertinent information about significant developments and economic,
statistical and financial data; determine which issuers and securities would be
represented in each Fund's investment portfolio; and formulate and implement
continuing programs for the purchases and sales of the securities.
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<PAGE> 12
The following tables show the proposed advisory fee structure for the
Funds.
ADVISORY FEE FOR GLOBAL FINANCIAL
SERVICES FUND
(BASED ON AVERAGE DAILY NET ASSETS)
.975% on the first $500 million;
.95% on the next $500 million;
.925% on the next $500 million; and
.90% on amounts thereafter.
ADVISORY FEE FOR GLOBAL
INFRASTRUCTURE FUND
(BASED ON AVERAGE DAILY NET ASSETS)
.975% on the first $500 million;
.95% on the next $500 million;
.925% on the next $500 million; and
.90% on amounts thereafter.
ADVISORY FEE FOR SMALL CAP GROWTH FUND
(BASED ON AVERAGE DAILY NET ASSETS)
.725% on the first $500 million;
.70% on the next $500 million;
.675% on the next $500 million; and
.65% on amounts thereafter.
Under the proposed advisory agreements, all of the ordinary business
expenses not specifically assumed by AIM incurred in the operations of each Fund
and the offering of its shares shall be paid by each Fund. These expenses
include but are not limited to:
o brokerage commissions;
o taxes;
o legal;
o accounting;
o auditing;
o governmental fees;
o custodian, transfer agent, and shareholder service agent costs;
o expenses of issue, sale, redemption, and repurchase of shares;
o expenses of registering and qualifying shares for sale;
o expenses relating to trustees and shareholder meetings;
o the cost of preparing and distributing reports and notices to
shareholders;
o the fees and other expenses incurred by a Trust on behalf of a Fund
in connection with membership in investment company organizations;
and
o the cost of printing copies of prospectuses and statements of
additional information distributed to each Fund's shareholders.
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<PAGE> 13
EXPENSES BEFORE THE RESTRUCTURING
(BASED ON FUND FISCAL YEAR END)
ANNUAL FUND OPERATING EXPENSES FOR GLOBAL FINANCIAL SERVICES FUND
(AS A PERCENTAGE OF NET ASSETS)
(expenses that are deducted from Fund assets)(1)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management Fees 0.98% 0.98% 0.98%
Distribution and/or 0.50% 1.00% 1.00%
Service (12b-1) Fees
Other Expenses 0.64% 0.64% 0.64%
---- ---- ----
Total Annual Fund Operating 2.12% 2.62% 2.62%
Expenses
Fee Waiver(2) (0.13)% (0.13)% (0.13)%
---- ---- ----
Net Expenses 1.99% 2.49% 2.49%
</TABLE>
(1) This fee table reflects the expenses of both the Fund and the Portfolio.
(2) The investment advisor has contractually agreed to limit Total Annual Fund
Operating Expenses (excluding interest, taxes, dividends on short sales,
extraordinary items and increases in expenses due to expense offset
arrangements, if any) on Class A, Class B and Class C shares to 2.00%,
2.50% and 2.50%, respectively.
ANNUAL FUND OPERATING EXPENSES FOR GLOBAL INFRASTRUCTURE FUND
(AS A PERCENTAGE OF NET ASSETS)
(expenses that are deducted from Fund assets)(1)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management Fees 0.98% 0.98% 0.98%
Distribution and/or 0.50% 1.00% 1.00%
Service (12b-1) Fees
Other Expenses 0.74% 0.74% 0.74%
---- ---- ----
Total Annual Fund Operating 2.22% 2.72% 2.72%
Expenses
Expense Reimbursement(2) (0.22)% (0.22)% (0.22)%
---- ---- ----
Net Expenses 2.00% 2.50% 2.50%
</TABLE>
(1) This fee table reflects the expenses of both the Fund and the Portfolio.
(2) The investment advisor has contractually agreed to limit Total Annual Fund
Operating Expenses (excluding interest, taxes, dividends on short sales,
extraordinary items and increases in expenses due to expense offset
arrangements, if any) on Class A, Class B and Class C shares to 2.00%,
2.50% and 2.50%, respectively.
-12-
<PAGE> 14
ANNUAL FUND OPERATING EXPENSES FOR SMALL CAP GROWTH FUND
(AS A PERCENTAGE OF NET ASSETS)
(expenses that are deducted from Fund assets)(1)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management Fees 0.72% 0.72% 0.72%
Distribution and/or 0.35% 1.00% 1.00%
Service (12b-1) Fees
Other Expenses 0.47% 0.47% 0.47%
---- ---- ----
Total Fund Operating Expenses 1.54% 2.19% 2.19%
</TABLE>
(1) This fee table reflects the expenses of both the Fund and the Portfolio.
ESTIMATED EXPENSES AFTER THE RESTRUCTURING
(BASED ON FUND FISCAL YEAR END)
ANNUAL FUND OPERATING EXPENSES FOR GLOBAL FINANCIAL SERVICES FUND
(AS A PERCENTAGE OF NET ASSETS)
(expenses that are deducted from Fund assets)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management Fees 0.98% 0.98% 0.98%
Distribution and/or 0.50% 1.00% 1.00%
Service (12b-1) Fees
Other Expenses 0.63% 0.63% 0.63%
---- ---- ----
Total Annual Fund Operating 2.11% 2.61% 2.61%
Expenses
Fee Waiver(1) (0.12)% (0.12)% (0.12)%
---- ---- ----
Net Expenses 1.99% 2.49% 2.49%
</TABLE>
(1) The investment advisor has contractually agreed to limit Total Annual Fund
Operating Expenses (excluding interest, taxes, dividends on short sales,
extraordinary items and increases in expenses due to expense offset
arrangements, if any) on Class A, Class B and Class C shares to 2.00%, 2.50% and
2.50%, respectively.
-13-
<PAGE> 15
ANNUAL FUND OPERATING EXPENSES FOR GLOBAL INFRASTRUCTURE FUND
(AS A PERCENTAGE OF NET ASSETS)
(expenses that are deducted from Fund assets)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management Fees 0.98% 0.98% 0.98%
Distribution and/or 0.50% 1.00% 1.00%
Service (12b-1) Fees
Other Expenses 0.72% 0.72% 0.72%
----- ----- -----
Total Annual Fund Operating 2.20% 2.70% 2.70%
Expenses
Expense Reimbursement(1) (0.20)% (0.20)% (0.20)%
----- ----- -----
Net Expenses 2.00% 2.50% 2.50%
</TABLE>
(1) The investment advisor has contractually agreed to limit Total Annual Fund
Operating Expenses (excluding interest, taxes, dividends on short sales,
extraordinary items and increases in expenses due to expense offset
arrangements, if any) on Class A, Class B and Class C shares to 2.00%, 2.50% and
2.50%, respectively.
ANNUAL FUND OPERATING EXPENSES FOR SMALL CAP GROWTH FUND
(AS A PERCENTAGE OF NET ASSETS)
(expenses that are deducted from Fund assets)
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
<S> <C> <C> <C>
Management Fees 0.72% 0.72% 0.72%
Distribution and/or 0.35% 1.00% 1.00%
Service (12b-1) Fees
Other Expenses 0.47% 0.47% 0.47%
---- ---- ----
Total Annual Fund Operating 1.54% 2.19% 2.19%
Expenses
</TABLE>
A table containing fee schedules of comparable mutual funds advised by
AIM is attached hereto for your reference as Exhibit B.
Limitation of Liability of Advisor and Indemnification
In performing its obligations under the proposed advisory agreements,
AIM would be required to comply with all applicable laws. In the absence of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
obligations or duties hereunder on the part of AIM or any of its officers,
directors, or employees, AIM shall not be subject to liability to a Trust or to
a Fund or to any shareholders of a Fund for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security.
Delegation
The proposed advisory agreements provide that, subject to the approval
of the Boards and the shareholders of the Funds, AIM may delegate any and all of
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<PAGE> 16
its duties to a sub-advisor. AIM may also replace sub-advisors from time to time
in accordance with applicable federal securities laws, rules and regulations in
effect or interpreted from time to time by the SEC or with exemptive orders or
other similar relief. If, in accordance with the laws, rules, interpretations,
and exemptions AIM is not required to seek shareholder approval of the
appointment of a sub-advisor, it may do so solely upon approval of a Board.
Securities Lending
If a Fund engages in securities lending, AIM will provide the Fund
investment advisory services and related administrative services. AIM's
compensation for advisory services rendered in connection with securities
lending is included in the current advisory fee schedule. As compensation for
the related administrative services AIM will provide, the Fund, as lender, shall
pay AIM a fee equal to 25% of the net monthly interest or fee income retained or
paid to the Fund from such activities. AIM currently intends to waive such fees
and will not terminate the waiver of such fees unless it has first proposed such
termination to the Fund's Board and the Board has approved the termination of
the waiver.
Non-Exclusivity Provisions
The current advisory agreements provide that neither AIM nor the
trustees or officers of the Trust owe an exclusive duty to a Trust. The current
advisory agreements expressly permit AIM to render investment advisory,
administrative, and other services to other entities (including investment
companies). The current advisory agreements also expressly permit the trustees
and officers of the Trust to serve as partners, officers, directors, or trustees
of other entities (including other investment advisory companies). AIM believes
that the non-exclusivity provision in the current advisory agreement should be
divided into two separate provisions: one dealing with AIM and the other dealing
with officers and trustees of the Trust.
The non-exclusivity provisions of the proposed advisory agreements are
substantially similar to the provisions in the current advisory agreements,
which provide that neither AIM nor the trustees or officers of a Trust owe an
exclusive duty to the Trust. Further, AIM may render investment advisory,
administrative, and other services to other entities (including investment
companies) and trustees and officers of the Trust may serve as partners,
officers, directors, or trustees of other entities (including other investment
advisory companies). However, the proposed advisory agreements explicitly state
that the Trusts recognize that AIM's obligations to other clients may adversely
affect the Trusts' ability to participate in certain investment opportunities.
The proposed advisory agreements also explicitly state that AIM, in its sole
discretion, shall be entitled to determine the allocation of investment
opportunities among the investment companies or their series portfolios that
have AIM or an affiliate of AIM as an
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<PAGE> 17
investment advisor (an AIM fund) and other clients in accordance with a policy
that AIM believes to be equitable.
Affiliated Brokerage
Although AIM does not currently execute trades through brokers or dealers
that are affiliated with AIM, each proposed advisory agreement includes a new
provision that would permit such trades, subject to compliance with applicable
federal securities laws, rules, interpretations, and exemptions.
Duration and Termination
Each proposed advisory agreement may be terminated at any time without
penalty by vote of the applicable Board or by a vote of a majority of the
outstanding voting securities of the applicable Fund, on 60 days' written notice
to AIM. Each proposed advisory agreement will terminate automatically in the
event of any assignment, as defined by the 1940 Act. Each proposed advisory
agreement continues automatically for successive periods not to exceed twelve
months each, provided that such continuance is specifically approved at least
annually (i) by a vote of a majority of the independent Board members, cast in
person at a meeting called for the purpose of voting on such approval, and (ii)
by the Board or by vote of a majority of the outstanding voting securities of
the Fund.
WHAT DID THE TRUSTEES CONSIDER IN APPROVING THE ADVISORY AGREEMENTS?
At a series of meetings with the Boards held in May 2000, AIM described the
anticipated effects of the restructurings on the Funds. In connection with their
review of the proposed restructurings, the Boards considered the potential gains
in the form of administrative efficiencies and potential ongoing cost savings as
a result of the restructurings against the cost of effecting the restructurings.
The Boards also evaluated the proposed advisory agreements and the
qualifications of AIM as investment advisor. The Boards considered that the
proposed advisory agreements, including the terms relating to the services to be
provided and the fees and expenses payable by the Funds, are not materially
different from the current advisory agreements for the Portfolios. In approving
the proposed advisory agreements, the Boards took into account that, except for
the establishment of a fee that is currently paid to AIM by each Fund indirectly
through its investments in the corresponding Portfolio, the responsibility of
the Funds for all ordinary operating expenses, and moving provisions for
administration services into separate administration agreements with AIM, there
are no material differences between the provisions of the current advisory
agreements and the proposed advisory agreements.
In particular, the Board for Global Financial Services Fund considered
that, as the Fund is currently structured, the aggregate annual expense ratios
(includ-
16
<PAGE> 18
ing the Fund's indirect pro rata share of the expenses of the Portfolio)
of Class A, Class B, and Class C shares are 2.12%, 2.62%, and 2.62%,
respectively, of the average daily net assets allocable to those classes of
shares. The Board noted, however, that AIM reimbursed incremental expenses
related to the master-feeder structure so that the aggregate annual expense
ratios of Class A, Class B, and Class C shares for the year ended December 31,
1999, were 1.99%, 2.49%, and 2.49%, respectively. The Board further considered
that, under the proposed advisory agreement, the expense ratios of Class A,
Class B, and Class C shares would decrease 0.01% before reimbursement of
expenses by AIM and would remain the same after reimbursement.
The Board for Global Infrastructure Fund considered that, as the Fund
is currently structured, the aggregate annual expense ratios (including the
Fund's indirect pro rata share of the expenses of the Portfolio) of Class A,
Class B, and Class C shares are 2.22%, 2.72%, and 2.72%, respectively, of the
average daily net assets allocable to those classes of shares. The Board noted,
however, that AIM reimbursed incremental expenses related to the master-feeder
structure so that the aggregate annual expense ratios of Class A, Class B, and
Class C shares for the year ended December 31, 1999, were 2.00%, 2.50%, and
2.50%, respectively. The Board further considered that, under the proposed
advisory agreement, the expense ratios of Class A, Class B, and Class C shares
would decrease 0.02% before reimbursement of expenses by AIM and would remain
the same after reimbursement.
The Board for Small Cap Growth Fund considered that, as the Fund is
currently structured, the aggregate annual expense ratios (including the Fund's
indirect pro rata share of the expenses of the Portfolio) of Class A, Class B,
and Class C shares are 1.54%, 2.19%, and 2.19%, respectively, of the average
daily net assets allocable to those classes of shares. The Board further
considered that, under the proposed advisory agreement, the expense ratios of
Class A, Class B, and Class C shares would not increase.
The Boards reviewed the credentials and experience of the officers and
employees of AIM who would provide investment advisory services to the Funds,
and noted that the persons providing services to the Funds would not change if
the new advisory agreements are approved by shareholders. The Boards also
considered the services to be supplied by AIM following the restructuring and
the fees to be charged relative both to those now charged indirectly through the
Portfolios and to those charged by AIM to other equity portfolios and Funds that
it advises. (See Exhibit B). Based upon these considerations, the Boards,
including the members who are not interested persons of the Funds (as that term
is defined in the 1940 Act) ("independent Board members"), unanimously approved
the proposed advisory agreements and recommended approval by the shareholders.
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<PAGE> 19
WHAT VOTE IS NECESSARY TO APPROVE THE PROPOSAL?
Approval of the proposed advisory agreement on behalf of a Fund
requires the affirmative vote of a "majority of the outstanding voting
securities" of that Fund, which for this purpose means the affirmative vote of
the lesser of (i) more than 50% of the outstanding shares of the Fund or (ii)
67% or more of the shares of such Fund present at the meeting if more than 50%
of the outstanding shares of the Fund are represented at the meeting in person
or by proxy.
WHAT IS EACH BOARD'S RECOMMENDATION ON PROPOSAL 1?
EACH BOARD RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.
PROPOSAL NO. 2:
APPROVAL OF CHANGES TO THE FUNDAMENTAL RESTRICTIONS
WHAT AM I BEING ASKED TO APPROVE?
The Boards proposed several changes to the fundamental investment
restrictions of the Funds that are intended generally to promote uniformity with
the fundamental restrictions of other AIM funds. The Boards are asking you to
vote on these changes because the investment restrictions described below are
fundamental and shareholders must approve any change to such fundamental
restrictions pursuant to the 1940 Act.
Pursuant to the 1940 Act, each Fund has adopted fundamental
restrictions covering certain types of investment practices, which may be
changed only with shareholder approval. Restrictions that a Fund has not
specifically designated as being fundamental are considered to be
"non-fundamental" and may be changed by a Board without shareholder approval. In
addition, to investment restrictions, the Funds operate pursuant to investment
objectives and policies. These objectives and policies govern the investment
activities of the Funds and further limit their ability to invest in certain
types of securities or engage in certain types of transactions.
Each Board is proposing that you approve changes to your Fund's
fundamental investment restrictions. The changes will conform these restrictions
to a set of uniform model restrictions under which most AIM funds will operate.
The Boards approved the changes to the investment restrictions at meetings held
in May 2000.
As noted previously, each Fund seeks its investment objective by
investing all of its investable assets in another Portfolio. Each Fund and its
corresponding Portfolio have identical fundamental restrictions. A vote to
approve changes in the investment limitations of the Fund also would be a vote
to approve changes to the identical investment limitations for the corresponding
Portfolio.
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<PAGE> 20
WHAT ARE THE REASONS FOR THE PROPOSED CHANGES TO THE FUNDAMENTAL RESTRICTIONS?
The Boards expect that you will benefit from these changes in a number
of ways. The proposed uniform restrictions will provide the Funds with as much
investment flexibility as is possible under the 1940 Act. The Boards believe
that eliminating the disparities among the various AIM Funds' fundamental
restrictions will enhance management's ability to manage efficiently and
effectively the Funds' assets in changing regulatory and investment
environments. The proposed fundamental restrictions will provide the Funds with
the ability to operate under new interpretations of the 1940 Act or pursuant to
exemptive relief from the Securities and Exchange Commission ("SEC") without
receiving prior shareholder approval.
WHAT ARE THE PROPOSED CHANGES TO THE FUNDAMENTAL RESTRICTIONS?
The following is the text and a summary description of the proposed
changes to the Funds' fundamental restrictions. Shareholders may request from
the Funds a copy of the Funds' Statements of Additional Information for the text
of the Funds' existing fundamental restrictions, by calling 1-800-347-4246.
With respect to each Fund and each existing or proposed fundamental or
non-fundamental restriction, if a percentage restriction is adhered to at the
time of an investment or transaction, a later increase or decrease in percentage
resulting from a change in the values of the Fund's portfolio securities or the
amount of its total assets will not be considered a violation of the
restriction.
A. MODIFICATION OF FUNDAMENTAL RESTRICTION ON PORTFOLIO DIVERSIFICATION
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?
Proposal 2A applies to shareholders of all Funds.
WHAT ARE THE PROPOSED CHANGES?
Upon the approval of Proposal 2A, the existing fundamental restriction
with regard to issuer diversification would be changed to read as follows:
The fund is a "diversified company" as defined in the 1940 Act. The
fund will not purchase the securities of any issuer if, as a result,
the fund would fail to be a diversified company within the meaning of
the 1940 Act, and the rules and regulations promulgated thereunder, as
such statute, rules, and regulations are amended from time to time or
are interpreted from time to time by the SEC staff (collectively, the
1940 Act laws and interpretations) or except to the extent that the
fund may be permitted to do so by exemptive order or similar relief
(collectively, with the 1940 Act laws and interpretations, the 1940 Act
laws, interpretations and exemptions). In complying with this
restriction, however, the fund may purchase securities
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<PAGE> 21
of other investment companies to the extent permitted by the 1940 Act
laws, interpretations and exemptions.
Discussion: The Funds' current fundamental restriction on portfolio
diversification lists the percentage standards set forth in the 1940 Act for a
diversified fund. In order to qualify as a diversified investment company under
the 1940 Act, each Fund may not purchase securities of any one issuer if, as a
result, more than 5% of the Fund's total assets would be invested in securities
of that issuer or the Fund would own or hold more than 10% of the outstanding
voting securities of that issuer, except that up to 25% of the Fund's total
assets may be invested without regard to this limitation, and except that this
limitation does not apply to securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities or to securities issued by other
investment companies. The proposed modified policy adopts the same 1940 Act
standards. However, by not listing the percentage limitations, the proposed
policy would change automatically if the 1940 Act laws, interpretations, and
exemptions change.
If you approve the proposed change, the following non-fundamental
investment restriction will become effective for your Fund:
In complying with the fundamental restriction regarding issuer
diversification, the fund will not, with respect to 75% of its total
assets, purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities), if, as a result, (i) more than 5% of the fund's
total assets would be invested in the securities of that issuer, except
as permitted by Rule 2a-7 under the 1940 Act, or (ii) the fund would
hold more than 10% of the outstanding voting securities of that issuer.
The fund may (i) purchase securities of other investment companies as
permitted by Section 12(d)(1) of the 1940 Act and (ii) invest its
assets in securities of other money market funds and lend money to
other investment companies or their series portfolios that have AIM or
an affiliate of AIM as an investment advisor (an AIM fund), subject to
the terms and conditions of any exemptive orders issued by the SEC.
B. MODIFICATION OF FUNDAMENTAL RESTRICTION ON ISSUING SENIOR SECURITIES
AND BORROWING MONEY
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?
Proposal 2B applies to shareholders of all Funds.
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<PAGE> 22
WHAT ARE THE PROPOSED CHANGES?
Upon the approval of Proposal 2B, the existing fundamental restriction
on issuing senior securities and borrowing money would be modified as follows:
The fund may not borrow money or issue senior securities, except as
permitted by the 1940 Act laws, interpretations and exemptions.
Discussion: The Funds' current fundamental restriction limits borrowing to
33 1/3% of the Fund's total assets and prohibits the Funds from purchasing any
security while any borrowings are outstanding, except that the Funds may borrow
an additional 5% of each Fund's total assets for temporary or emergency
purposes. The proposed changes would make the Funds' restriction on borrowing
money or issuing senior securities consistent and no more limiting than required
by the 1940 Act. The Boards believe that changing the Funds' fundamental
restriction in this manner will provide flexibility for future contingencies.
However, the Boards do not expect this change to have any material impact on the
Funds' current operations.
If you approve the proposed change, the following non-fundamental
investment restriction will become effective for your Fund:
In complying with the fundamental restriction regarding borrowing money
and issuing senior securities, the fund may borrow money in an amount
not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). The fund may borrow
from banks, broker-dealers, or an AIM fund. The fund may not borrow for
leveraging, but may borrow for temporary or emergency purposes, in
anticipation of or in response to adverse market conditions, or for
cash management purposes. The fund may not purchase additional
securities when any borrowings from banks exceed 5% of the fund's total
assets.
C. MODIFICATION OF FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?
Proposal 2C applies to shareholders of all Funds.
WHAT ARE THE PROPOSED CHANGES?
Upon the approval of Proposal 2C, the existing fundamental restriction
on underwriting securities would be modified as follows:
The fund may not underwrite the securities of other issuers. This
restriction does not prevent the fund from engaging in transactions
involving the acquisition, disposition or resale of its portfolio
securities, regardless of whether the fund may be considered to be an
underwriter under the Securities Act of 1933.
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<PAGE> 23
Discussion: The proposed changes to this fundamental restriction would eliminate
minor differences in the wording of the Funds' current restriction on
underwriting securities as compared to other AIM Funds. The substance of the
fundamental restriction would remain unchanged.
D. MODIFICATION TO OR ADDITION OF FUNDAMENTAL RESTRICTION ON INDUSTRY
CONCENTRATION
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?
Proposal 2D applies to shareholders of all Funds.
WHAT ARE THE PROPOSED CHANGES?
Global Financial Services Fund
Upon the approval of Proposal 2D by shareholders of Global Financial
Services Fund, a new fundamental restriction on industry concentration for
Global Financial Services Fund would be added to read as follows:
The fund will concentrate (as such term may be defined or interpreted
by the 1940 Act laws, interpretations and exemptions) its investments
in the securities of domestic and foreign financial services companies.
Discussion: The proposed addition of this restriction for Global Financial
Services Fund would make fundamental the group of industries in which Global
Financial Services Fund would concentrate its investments. The Board believes
that adding this policy to Global Financial Services Fund's fundamental
restrictions will not affect its investment program under which the Fund
normally invests at least 65% of its total assets in securities of domestic and
foreign financial services companies.
If you approve the proposed change, the following non-fundamental
investment restriction would also become effective for Global Financial Services
Fund:
For purposes of Global Financial Services Fund's fundamental investment
restriction regarding industry concentration, financial services
companies include those that provide, and derive at least 40% of their
revenues from, financial services (such as commercial banks, insurance
companies, investment management companies, trust companies, savings
banks, insurance brokerages, securities brokerages, investment banks,
leasing companies, and real estate-related companies).
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<PAGE> 24
Global Infrastructure Fund
Upon the approval of Proposal 2D by shareholders of Global
Infrastructure Fund, a new fundamental restriction on industry concentration for
Global Infrastructure Fund would be added to read as follows:
The fund will concentrate (as such term may be defined or interpreted
by the 1940 Act laws, interpretations and exemptions) its investments
in the securities of domestic and foreign infrastructure companies.
Discussion: The proposed addition of this restriction for Global Infrastructure
Fund would make fundamental the group of industries in which Global
Infrastructure Fund would concentrate its investments. The Board believes that
adding this policy to Global Infrastructure Fund's fundamental restrictions will
not affect its investment program under which the Fund normally invests at least
65% of its total assets in securities of domestic and foreign financial services
companies.
If you approve the proposed change, the following non-fundamental
investment restriction would also become effective for Global Infrastructure
Fund:
For purposes of Global Infrastructure Fund's fundamental investment
restriction regarding industry concentration, infrastructure companies
include those that design, develop, or provide products and services
significant to a country's infrastructure, and derive at least 40% of
their revenues from these products and services (such as transportation
systems, communications equipment and services, nuclear power and other
energy sources, water supply, and oil, gas, and coal exploration).
Small Cap Growth Fund
Upon the approval of Proposal 2D by shareholders of Small Cap Growth
Fund, the existing fundamental restriction on concentration for Small Cap Growth
Fund would be modified as follows:
The fund will not make investments that will result in the
concentration (as that term may be defined or interpreted by the 1940
Act laws, interpretations and exemptions) of its investments in the
securities of issuers primarily engaged in the same industry. This
restriction does not limit the fund's investment in (i) obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities or (ii) tax-exempt obligations issued by government
or political subdivisions of governments. In complying with this
restriction, the fund will not consider a bank-issued guaranty or
financial guaranty insurance as a separate security.
Discussion: The Small Cap Growth Fund's current fundamental restriction limits
purchases of securities so that 25% or more of the Fund's total assets would not
be invested in securities of issuers having their principal business activities
in
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<PAGE> 25
the same industry, except with regard to securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. The proposed changes would
make the Fund's restriction on concentration no more limiting than required by
the 1940 Act. The Board believes that changing the Fund's fundamental
restrictions in this manner will provide flexibility for future contingencies.
However, the Board does not currently intend the change to affect the Fund's
operations, under which the Fund does not invest 25% or more of its total assets
in securities of issuers having their principal business activities in the same
industry.
If you approve the proposed change, the following non-fundamental
investment restriction would become effective for the Small Cap Growth Fund:
In complying with the fundamental restriction regarding industry
concentration, the fund may invest up to 25% of its total assets in the
securities of issuers whose principal business activities are in the
same industry.
E. MODIFICATION OF FUNDAMENTAL RESTRICTION ON REAL ESTATE INVESTMENTS
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?
Proposal 2E applies to shareholders of all Funds.
WHAT ARE THE PROPOSED CHANGES?
Upon the approval of Proposal 2E, the existing fundamental restriction
on real estate investments would be modified as follows:
The fund may not purchase real estate or sell real estate unless
acquired as a result of ownership of securities or other instruments.
This restriction does not prevent the fund from investing in issuers
that invest, deal, or otherwise engage in transactions in real estate
or interests therein, or investing in securities that are secured by
real estate or interests therein.
Discussion: The proposed changes to this fundamental restriction would eliminate
minor differences in the wording of the Funds' current restriction on real
estate investments as compared to other AIM funds. The substance of the
fundamental restriction would remain unchanged.
F. MODIFICATION OF FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING
COMMODITIES
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?
Proposal 2F applies to shareholders of all Funds.
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<PAGE> 26
WHAT ARE THE PROPOSED CHANGES?
Upon the approval of Proposal 2F, the existing fundamental restriction
on purchasing or selling physical commodities would be modified as follows:
The fund may not purchase physical commodities or sell physical
commodities unless acquired as a result of ownership of securities or
other instruments. This restriction does not prevent the fund from
engaging in transactions involving futures contracts and options
thereon or investing in securities that are secured by physical
commodities.
Discussion: The proposed change to this fundamental restriction is intended to
promote uniformity with the analogous fundamental restriction of other AIM
funds. The proposed restriction would narrow somewhat the scope of the current
fundamental restriction. Whereas the current fundamental restriction prohibits
the purchase or sale of physical commodities without exception, the proposed
fundamental restriction permits the purchase or sale of physical commodities
acquired as a result of ownership of securities or other instruments.
G. MODIFICATION OF FUNDAMENTAL RESTRICTION ON MAKING LOANS
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?
Proposal 2G applies to shareholders of all Funds.
WHAT ARE THE PROPOSED CHANGES?
Upon the approval of Proposal 2G, the existing fundamental restriction
on making loans would be modified as follows:
The fund may not make personal loans or loans of its assets to persons
who control or are under the common control with the fund, except to
the extent permitted by 1940 Act laws, interpretations and exemptions.
This restriction does not prevent the fund from, among other things,
purchasing debt obligations, entering into repurchase agreements,
loaning its assets to broker-dealers or institutional investors, or
investing in loans, including assignments and participation interests.
Discussion: The proposed change to this fundamental restriction is intended to
promote uniformity with the analogous fundamental restriction of other AIM
funds. The proposed restriction would narrow somewhat the scope of the current
fundamental restriction, which prohibits the Funds from making loans, subject to
substantially the same exceptions as in the proposed restriction. The proposed
restriction only prohibits personal loans or loans to persons who control or are
under the common control of each Fund.
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<PAGE> 27
If you approve the proposed change, the following non-fundamental
investment restriction will become effective for your Fund:
In complying with the fundamental restriction with regard to making
loans, the fund may lend up to 33 1/3% of its total assets and may lend
money to another AIM fund, on such terms and conditions as the SEC may
require in an exemptive order.
H. MODIFICATION OF FUNDAMENTAL POLICY ON INVESTMENT IN INVESTMENT
COMPANIES
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?
Proposal 2H applies to shareholders of all Funds.
WHAT ARE THE PROPOSED CHANGES?
Upon the approval of Proposal 2H, the existing fundamental policy on
investments in other investment companies would be modified as follows:
The fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objectives, policies and restrictions as the
fund.
Discussion: The proposed changes to this fundamental restriction would eliminate
minor differences in the wording of the Funds' current restriction on investment
in investment companies as compared to other AIM funds. The substance of the
fundamental restriction would remain unchanged. However, as described in
Proposal 1, the Boards recommend that the Funds no longer invest in the
Portfolios. The Boards do not currently intend to reinstate a master-feeder
structure in which each Fund would invest all of its investable assets in
another fund.
If you approve the proposed restriction, each Fund will have the
ability to invest all of its assets in another open-end investment company.
Because the Funds do not currently intend to do so, the following
non-fundamental investment restriction will become effective for the Funds:
Notwithstanding the fundamental restriction with regard to investing
all assets in an open-end fund, the fund may not invest all of its
assets in the securities of a single open-end management investment
company with the same fundamental investment objectives, policies, and
restrictions as the fund.
WHAT VOTE IS NECESSARY TO APPROVE THE PROPOSAL?
Approval of each of the changes contemplated by Proposal 2 with respect
to a Fund requires the affirmative vote of a "majority of the outstanding voting
securities" of that Fund, which for this purpose means the affirmative vote of
the
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<PAGE> 28
lesser of (1) more than 50% of the outstanding shares of the Fund or (2) 67%
or more of the shares of the Fund present at the meeting if more than 50% of the
outstanding shares of the Fund are represented at the meeting in person or by
proxy. If the proposed changes are approved by shareholders of the Funds at the
Meeting, those changes will be effective upon appropriate disclosure being made
in the Funds' Prospectuses and Statements of Additional Information.
If one or more of the changes contemplated by Proposal 2 are not
approved by a Fund's shareholders, the related existing fundamental
restriction(s) of that Fund will continue in effect.
WHAT IS EACH BOARD'S RECOMMENDATION ON PROPOSAL 2?
EACH BOARD RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2.
PROPOSAL NO. 3:
APPROVAL OF MAKING THE FUND'S INVESTMENT
OBJECTIVE NON-FUNDAMENTAL
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?
Proposal 3 applies to shareholders of all Funds.
WHAT AM I BEING ASKED TO APPROVE?
The current investment objective of each Fund is long-term growth of
capital. The investment objective is fundamental; therefore, any change to it
requires shareholder approval. Each Board recommends that you approve making the
Fund's investment objective non-fundamental.
Making the Funds' investment objectives non-fundamental gives the
Boards the flexibility to make appropriate changes to the investment objectives
if circumstances warrant without the commensurate expense of seeking a
shareholder vote. The Boards do not anticipate making changes to the investment
objectives of the Funds at the present time. In the event a Board were to change
its Fund's investment objective, shareholders would receive notice prior to the
change being implemented.
WHAT VOTE IS NECESSARY TO APPROVE THE PROPOSAL?
Approval of Proposal 3 with respect to a Fund requires the affirmative
vote of a "majority of the outstanding voting securities" of that Fund, which
for this purpose means the affirmative vote of the lesser of (1) more than 50%
of the outstanding shares of the Fund or (2) 67% or more of the shares of the
Fund present at the meeting if more than 50% of the outstanding shares of the
Fund are represented at the meeting in person or by proxy.
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<PAGE> 29
WHAT IS EACH BOARD'S RECOMMENDATION ON PROPOSAL 3?
EACH BOARD RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 3.
PROPOSAL NO. 4:
RATIFICATION OF THE SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON THIS PROPOSAL?
Proposal 4 applies to shareholders of all Funds.
WHAT AM I BEING ASKED TO APPROVE?
At a meeting called for the purpose of such selection, the firm of
PricewaterhouseCoopers LLP was selected by the Boards, including the independent
Board members, as the independent public accountants to audit the books and
accounts of the Funds for the fiscal year ending in 2000, and to include its
opinion in financial statements filed with the SEC. The Boards have directed the
submission of this selection to the shareholders for ratification.
PricewaterhouseCoopers LLP has advised the Boards that it has no financial
interest in the Funds. For the fiscal year ended October 31, 1999 for Global
Financial Services Fund and Global Infrastructure Fund, and December 31, 1999
for Small Cap Growth Fund, the professional services rendered by
PricewaterhouseCoopers LLP included the issuance of an opinion on the financial
statements of the Funds and an opinion on other reports of the Funds filed with
the SEC. Representatives of PricewaterhouseCoopers LLP are not expected to be
present at the Meeting, but have been given the opportunity to make a statement
if they so desire and will be available should any matter arise requiring their
presence.
WHAT VOTE IS NECESSARY TO APPROVE THE PROPOSAL?
Ratification of the selection of PricewaterhouseCoopers LLP requires
the affirmative vote of a majority of the votes cast thereon at the Meeting.
WHAT IS EACH BOARD'S RECOMMENDATION ON PROPOSAL 4?
EACH BOARD RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 4
-28-
<PAGE> 30
INFORMATION ABOUT THE FUNDS'
ADVISOR, ADMINISTRATOR,
AND DISTRIBUTOR
AIM serves as investment advisor to the Portfolios. AIM is located at
11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor supervises
all aspects of the Portfolios' operations and provides investment advisory
services to the Funds. AIM has acted as an investment advisor since its
organization in 1976. Today, AIM, together with its subsidiaries, advises or
manages over 120 investment portfolios, including the Funds, encompassing a
broad range of investment objectives. A I M Distributors, Inc. ("AIM
Distributors") acts as the Funds' distributor. AIM Distributors is located at 11
Greenway Plaza, Suite 100, Houston, Texas 77046-1173.
-29-
<PAGE> 31
AIM
DIRECTORS AND PRINCIPAL OFFICERS (1)
<TABLE>
<CAPTION>
NAME POSITION WITH AIM PRINCIPAL OCCUPATION
---- ----------------- --------------------
<S> <C> <C>
Charles T. Bauer Director and Chairman Director and Chairman, A I M Management Group Inc.,
A I M Capital Management, Inc., A I M Distributors,
Inc., A I M Fund Services, Inc. and Fund Management
Company; and Executive Vice Chairman and Director,
AMVESCAP PLC.
Gary T. Crum Director and Senior Vice President Director and President, A I M Capital Management,
Inc.; Director and Executive Vice President, A I M
Management Group Inc.; and Director, A I M
Distributors, Inc. and AMVESCAP PLC.
Robert H. Graham Director and President Director, President and Chief Executive Officer,
A I M Management Group Inc.; Director and Senior Vice
President, A I M Capital Management, Inc., A I M
Distributors, Inc., A I M Fund Services, Inc. and Fund
Management Company; and Director and Chief Executive
Officer, Managed Products, AMVESCAP PLC.
Dawn M. Hawley Director, Senior Vice President and Senior Vice President, Chief Financial Officer, and
Treasurer Treasurer, A I M Management Group Inc.; Vice President
and Treasurer, A I M Capital Management, Inc., A I M
Distributors, Inc., A I M Fund Services, Inc. and Fund
Management Company.
</TABLE>
-30-
<PAGE> 32
<TABLE>
<S> <C> <C>
Carol F. Relihan Director, Senior Vice President, Senior Vice President, General Counsel & Secretary,
General Counsel & Secretary A I M Management Group Inc.; Director, Vice President
and General Counsel, Fund Management Company; Vice
President and General Counsel, A I M Fund Services,
Inc.; and Vice President, A I M Capital Management,
Inc. and A I M Distributors, Inc.
</TABLE>
-------------
(1) Each director and the principal officer may be reached at 11
Greenway Plaza, Suite 100, Houston, Texas 77046-1173.
AIM and AIM Distributors are each indirect wholly-owned subsidiaries of
AMVESCAP PLC, which is an independent investment management group that has a
significant presence in the institutional and retail segment of the investment
management industry in North America and Europe, and a growing presence in Asia.
AMVESCAP PLC is located at 11 Devonshire Square, London, EC2M 4YR, England.
ADDITIONAL INFORMATION ABOUT THE FUNDS
For more information with respect to the Trusts and the Funds, please
refer to the Funds' Prospectuses and Statements of Additional Information
included in each Trust's Registration Statement (SEC File No. 33-19338 for AIM
Investment Funds, and SEC File No. 2-57526 for AIM Growth Series), and the most
recent annual and semi-annual reports to shareholders. These documents and other
information filed by each Trust may be inspected without charge and copied at
the public reference facilities maintained by the SEC at Room 1014, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material may
also be obtained from the Public Reference Section of the SEC at the prescribed
rates. The SEC maintains an internet web site at http://www.sec.gov that
contains information regarding the Trusts, the Funds, and other registrants that
file electronically with the SEC.
-31-
<PAGE> 33
GENERAL INFORMATION
SOLICITATION OF PROXIES
Each Trust will request broker-dealer firms, custodians, nominees and
fiduciaries to forward proxy material to the beneficial owners of the shares
held of record by such persons. Each Trust may reimburse such broker-dealer
firms, custodians, nominees and fiduciaries for their reasonable expenses
incurred in connection with such proxy solicitation. In addition to the
solicitation of proxies by mail, officers of each Trust and employees of AIM and
its affiliates, without additional compensation, may solicit proxies in person
or by telephone. The costs associated with such solicitation and the Meeting
will be borne by each Trust. Because of the applicable expense caps, however,
such costs effectively are expected to be borne by AIM for Global Financial
Services Fund and Global Infrastructure Fund.
Each Trust has retained Shareholder Communications Corporation ("SCC"),
a professional proxy solicitation firm, to assist in the solicitation of
proxies. You may receive a telephone call from this firm concerning this proxy
solicitation. AIF and AGS estimate that SCC will be paid fees of approximately
$1,907 and $5,556, respectively. In addition, SCC will be paid for its expenses
incurred; the amount of these expenses will depend on the nature and extent of
the services provided in connection with the solicitation. THE BOARDS DO NOT
KNOW OF ANY MATTERS TO BE PRESENTED AT THE MEETING OTHER THAN THOSE DESCRIBED IN
THIS PROXY STATEMENT, BUT SHOULD ANY OTHER MATTER REQUIRING A VOTE OF
SHAREHOLDERS ARISE, THE PROXYHOLDERS WILL VOTE THEREON ACCORDING TO THEIR BEST
JUDGMENT IN THE INTERESTS OF THE FUNDS.
PROPOSALS OF SHAREHOLDERS
Shareholders wishing to submit proposals for inclusion in a proxy
statement for a shareholder meeting subsequent to the Meeting, if any, should
send their written proposals to the Secretary of AIM Funds, 11 Greenway Plaza,
Suite 100, Houston, Texas 77046, within a reasonable time before the
solicitation of proxies for such meeting. The timely submission of a proposal
does not guarantee its inclusion. Normally, there will be no annual meeting of
shareholders in any year, except as required under the 1940 Act.
-32-
<PAGE> 34
REPORTS TO SHAREHOLDERS
EACH TRUST WILL FURNISH TO SHAREHOLDERS, WITHOUT CHARGE AND UPON
REQUEST, A COPY OF THE MOST RECENT ANNUAL REPORT AND A COPY OF THE MOST RECENT
SEMI-ANNUAL REPORT FOLLOWING SUCH ANNUAL REPORT OF THE FUND. REQUESTS FOR SUCH
REPORTS MAY BE MADE BY WRITING TO THE TRUST AT 11 Greenway Plaza, Suite 100,
Houston, Texas 77046, OR BY CALLING (800) 347-4246.
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING MAY BE
ASSURED, PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
By Order of the Boards,
/s/ SAMUEL D. SIRKO
SAMUEL D. SIRKO
Secretary
July 10, 2000
-33-
<PAGE> 35
EXHIBIT A
[INSERT NAME OF REGISTRANT]
MASTER INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this ____ day of __________, ____, by and
between [INSERT NAME OF REGISTRANT], a Delaware business trust (the "Trust")
with respect to its series of shares shown on the Appendix A attached hereto, as
the same may be amended from time to time, and A I M Advisors, Inc., a Delaware
corporation (the "Advisor").
RECITALS
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "l940 Act"), as an open-end, diversified management
investment company;
WHEREAS, the Advisor is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment advisor and engages in
the business of acting as an investment advisor;
WHEREAS, the Trust's Agreement and Declaration of Trust (the
"Declaration of Trust") authorizes the Board of Trustees of the Trust (the
"Board of Trustees") to create separate series of shares of beneficial interest
in the Trust, and as of the date of this Agreement, the Board of Trustees has
created [_____] separate series portfolios (such portfolios and any other
portfolios hereafter added to the Trust being referred to collectively herein as
the "Funds"); and
WHEREAS, the Trust and the Advisor desire to enter into an agreement to
provide for investment advisory services to the Funds upon the terms and
conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Advisory Services. The Advisor shall act as investment advisor for
the Funds and shall, in such capacity, supervise all aspects of the Funds'
operations, including the investment and reinvestment of cash, securities or
other properties comprising the Funds' assets, subject at all times to the
policies and control of the Board of Trustees. The Advisor shall give the Trust
and the Funds the benefit of its best judgment, efforts and facilities in
rendering its services as investment advisor.
A-1
<PAGE> 36
2. Investment Analysis and Implementation. In carrying out its
obligations under Section 1 hereof, the Advisor shall:
(a) supervise all aspects of the operations of the Funds;
(b) obtain and evaluate pertinent information about
significant developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy generally
or the Funds, and whether concerning the individual issuers whose
securities are included in the assets of the Funds or the activities in
which such issuers engage, or with respect to securities which the
Advisor considers desirable for inclusion in the Funds' assets;
(c) determine which issuers and securities shall be
represented in the Funds' investment portfolios and regularly report
thereon to the Board of Trustees;
(d) formulate and implement continuing programs for the
purchases and sales of the securities of such issuers and regularly
report thereon to the Board of Trustees; and
(e) take, on behalf of the Trust and the Funds, all actions
which appear to the Trust and the Funds necessary to carry into effect
such purchase and sale programs and supervisory functions as aforesaid,
including but not limited to the placing of orders for the purchase and
sale of securities for the Funds.
3. Securities Lending Duties and Fees. The Advisor agrees to provide
the following services in connection with the securities lending activities of
each Fund: (a) oversee participation in the securities lending program to ensure
compliance with all applicable regulatory and investment guidelines; (b) assist
the securities lending agent or principal (the "Agent") in determining which
specific securities are available for loan; (c) monitor the Agent to ensure that
securities loans are effected in accordance with the Advisor's instructions and
with procedures adopted by the Board of Trustees; (d) prepare appropriate
periodic reports for, and seek appropriate approvals from, the Board of Trustees
with respect to securities lending activities; (e) respond to Agent inquiries;
and (f) perform such other duties as necessary.
As compensation for such services provided by the Advisor in connection
with securities lending activities of each Fund, a lending Fund shall pay the
Advisor a fee equal to 25% of the net monthly interest or fee income retained or
paid to the Fund from such activities.
4. Delegation of Responsibilities. The Advisor is authorized to
delegate any or all of its rights, duties and obligations under this Agreement
to one or more sub-advisors, and may enter into agreements with sub-advisors,
and may replace any such sub-advisors from time to time in its discretion, in
accordance
A-2
<PAGE> 37
with the 1940 Act, the Advisers Act, and rules and regulations
thereunder, as such statutes, rules and regulations are amended from time to
time or are interpreted from time to time by the staff of the Securities and
Exchange Commission ("SEC"), and if applicable, exemptive orders or similar
relief granted by the SEC and upon receipt of approval of such sub-advisors by
the Board of Trustees and by shareholders (unless any such approval is not
required by such statutes, rules, regulations, interpretations, orders or
similar relief).
5. Independent Contractors. The Advisor and any sub-advisors shall for
all purposes herein be deemed to be independent contractors and shall, unless
otherwise expressly provided or authorized, have no authority to act for or
represent the Trust in any way or otherwise be deemed to be an agent of the
Trust.
6. Control by Board of Trustees. Any investment program undertaken by
the Advisor pursuant to this Agreement, as well as any other activities
undertaken by the Advisor on behalf of the Funds, shall at all times be subject
to any directives of the Board of Trustees.
7. Compliance with Applicable Requirements. In carrying out its
obligations under this Agreement, the Advisor shall at all times conform to:
(a) all applicable provisions of the 1940 Act and the Advisers
Act and any rules and regulations adopted thereunder;
(b) the provisions of the registration statement of the Trust,
as the same may be amended from time to time under the Securities Act
of 1933 and the 1940 Act;
(c) the provisions of the Declaration of Trust, as the same
may be amended from time to time;
(d) the provisions of the by-laws of the Trust, as the same
may be amended from time to time; and
(e) any other applicable provisions of state, federal or
foreign law.
8. Broker-Dealer Relationships. The Advisor is responsible for
decisions to buy and sell securities for the Funds, broker-dealer selection, and
negotiation of brokerage commission rates.
(a) The Advisor's primary consideration in effecting a
security transaction will be to obtain the best execution.
(b) In selecting a broker-dealer to execute each particular
transaction, the Advisor will take the following into consideration:
the best net price available; the reliability, integrity and financial
condition of the broker-dealer; the size of and the difficulty in
executing the order; and the value of the expected contribution of the
broker-dealer to the investment performance of the Funds on a
continuing basis. Accordingly, the price to the Funds
A-3
<PAGE> 38
in any transaction may be less favorable than that available from
another broker-dealer if the difference is reasonably justified by
other aspects of the fund execution services offered.
(c) Subject to such policies as the Board of Trustees may from
time to time determine, the Advisor shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of its having caused the Funds to pay a
broker or dealer that provides brokerage and research services to the
Advisor an amount of commission for effecting a fund investment
transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction, if the
Advisor determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of either
that particular transaction or the Advisor's overall responsibilities
with respect to a particular Fund, other Funds of the Trust, and to
other clients of the Advisor as to which the Advisor exercises
investment discretion. The Advisor is further authorized to allocate
the orders placed by it on behalf of the Funds to such brokers and
dealers who also provide research or statistical material, or other
services to the Funds, to the Advisor, or to any sub-advisor. Such
allocation shall be in such amounts and proportions as the Advisor
shall determine and the Advisor will report on said allocations
regularly to the Board of Trustees indicating the brokers to whom such
allocations have been made and the basis therefor.
(d) With respect to one or more Funds, to the extent the
Advisor does not delegate trading responsibility to one or more
sub-advisors, in making decisions regarding broker-dealer
relationships, the Advisor may take into consideration the
recommendations of any sub-advisor appointed to provide investment
research or advisory services in connection with the Funds, and may
take into consideration any research services provided to such
sub-advisor by broker-dealers.
(e) Subject to the other provisions of this Section 8, the
1940 Act, the Securities Exchange Act of 1934, and rules and
regulations thereunder, as such statutes, rules and regulations are
amended from time to time or are interpreted from time to time by the
staff of the SEC, any exemptive orders issued by the SEC, and any other
applicable provisions of law, the Advisor may select brokers or dealers
with which it or the Funds are affiliated.
9. Compensation. The compensation that each Fund shall pay the Advisor
is set forth in Appendix B attached hereto.
10. Expenses of the Funds. All of the ordinary business expenses
incurred in the operations of the Funds and the offering of their shares shall
be borne by the Funds unless specifically provided otherwise in this Agreement.
These expenses borne by the Funds include but are not limited to brokerage
commis-
A-4
<PAGE> 39
sions, taxes, legal, accounting, auditing, or governmental fees, the cost
of preparing share certificates, custodian, transfer and shareholder service
agent costs, expenses of issue, sale, redemption and repurchase of shares,
expenses of registering and qualifying shares for sale, expenses relating to
directors and shareholder meetings, the cost of preparing and distributing
reports and notices to shareholders, the fees and other expenses incurred by the
Trust on behalf of the Funds in connection with membership in investment company
organizations and the cost of printing copies of prospectuses and statements of
additional information distributed to the Funds' shareholders.
11. Services to Other Companies or Accounts. The Trust understands that
the Advisor now acts, will continue to act and may act in the future as
investment manager or advisor to fiduciary and other managed accounts, and as
investment manager or advisor to other investment companies, including any
offshore entities, or accounts, and the Trust has no objection to the Advisor so
acting, provided that whenever the Trust and one or more other investment
companies or accounts managed or advised by the Advisor have available funds for
investment, investments suitable and appropriate for each will be allocated in
accordance with a formula believed to be equitable to each company and account.
The Trust recognizes that in some cases this procedure may adversely affect the
size of the positions obtainable and the prices realized for the Funds.
12. Non-Exclusivity. The Trust understands that the persons employed by
the Advisor to assist in the performance of the Advisor's duties under this
Agreement will not devote their full time to such service and nothing contained
in this Agreement shall be deemed to limit or restrict the right of the Advisor
or any affiliate of the Advisor to engage in and devote time and attention to
other businesses or to render services of whatever kind or nature. The Trust
further understands and agrees that officers or directors of the Advisor may
serve as officers or directors of the Trust, and that officers or directors of
the Trust may serve as officers or directors of the Advisor to the extent
permitted by law; and that the officers and directors of the Advisor are not
prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors
or trustees of any other firm or trust, including other investment advisory
companies.
13. Effective Date, Term and Approval. This Agreement shall become
effective with respect to a Fund, if approved by the shareholders of such Fund,
on the Effective Date for such Fund, as set forth in Appendix A attached hereto.
If so approved, this Agreement shall thereafter continue in force and effect
until June 30, 2001, and may be continued from year to year thereafter, provided
that the continuation of the Agreement is specifically approved at least
annually:
(a) (i) by the Board of Trustees or (ii) by the vote of "a
majority of the outstanding voting securities" of such Fund (as defined
in Section 2(a)(42) of the 1940 Act); and
A-5
<PAGE> 40
(b) by the affirmative vote of a majority of the trustees who
are not parties to this Agreement or "interested persons" (as defined
in the 1940 Act) of a party to this Agreement (other than as Trust
trustees), by votes cast in person at a meeting specifically called for
such purpose.
14. Termination. This Agreement may be terminated as to the Trust or as
to any one or more of the Funds at any time, without the payment of any penalty,
by vote of the Board of Trustees or by vote of a majority of the outstanding
voting securities of the applicable Fund, or by the Advisor, on sixty (60) days'
written notice to the other party. The notice provided for herein may be waived
by the party entitled to receipt thereof. This Agreement shall automatically
terminate in the event of its assignment, the term "assignment" for purposes of
this paragraph having the meaning defined in Section 2(a)(4) of the 1940 Act.
15. Amendment. No amendment of this Agreement shall be effective unless
it is in writing and signed by the party against which enforcement of the
amendment is sought.
16. Liability of Advisor and Fund. In the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of obligations or
duties hereunder on the part of the Advisor or any of its officers, directors or
employees, the Advisor shall not be subject to liability to the Trust or to the
Funds or to any shareholder of the Funds for any act or omission in the course
of, or connected with, rendering services hereunder or for any losses that may
be sustained in the purchase, holding or sale of any security. Any liability of
the Advisor to one Fund shall not automatically impart liability on the part of
the Advisor to any other Fund. No Fund shall be liable for the obligations of
any other Fund.
17. Liability of Shareholders. Notice is hereby given that, as provided
by applicable law, the obligations of or arising out of this Agreement are not
binding upon any of the shareholders of the Trust individually but are binding
only upon the assets and property of the Trust and that the shareholders shall
be entitled, to the fullest extent permitted by applicable law, to the same
limitation on personal liability as shareholders of private corporations for
profit.
18. Notices. Any notices under this Agreement shall be in writing,
addressed and delivered, telecopied or mailed postage paid, to the other party
entitled to receipt thereof at such address as such party may designate for the
receipt of such notice. Until further notice to the other party, it is agreed
that the address of the Trust and that of the Advisor shall be 11 Greenway
Plaza, Suite 100, Houston, Texas 77046-1173.
19. Questions of Interpretation. Any question of interpretation of any
term or provision of this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act or the Advisers Act shall be resolved
by reference to such term or provision of the 1940 Act or the Advisers Act and
to interpretations thereof, if any, by the United States Courts or in the
absence of
A-6
<PAGE> 41
any controlling decision of any such court, by rules, regulations or orders of
the SEC issued pursuant to said Acts. In addition, where the effect of a
requirement of the 1940 Act or the Advisers Act reflected in any provision of
the Agreement is revised by rule, regulation or order of the SEC, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
Subject to the foregoing, this Agreement shall be governed by and construed in
accordance with the laws (without reference to conflicts of law provisions) of
the State of Texas.
20. License Agreement. The Trust shall have the non-exclusive right to
use the name "AIM" to designate any current or future series of shares only so
long as A I M Advisors, Inc. serves as investment manager or advisor to the
Trust with respect to such series of shares.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
written above.
[insert name of registrant]
(a Delaware business trust)
Attest:
................................... By:................................
Assistant Secretary President
(SEAL)
Attest: A I M Advisors, Inc.
.................................... By:.................................
Assistant Secretary President
(SEAL)
A-7
<PAGE> 42
APPENDIX A
FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT
------------ ------------------------------------
AIM Growth Series
AIM Small Cap Growth Fund September 11, 2000
AIM Investment Funds
AIM Global Financial Services Fund September 11, 2000
AIM Global Infrastructure Fund September 11, 2000
A-8
<PAGE> 43
APPENDIX B
COMPENSATION TO THE ADVISOR
The Trust shall pay the Advisor, out of the assets of a Fund, as full
compensation for all services rendered, an advisory fee for such Fund set forth
below. Such fee shall be calculated by applying the following annual rates to
the average daily net assets of such Fund for the calendar year computed in the
manner used for the determination of the net asset value of shares of such Fund.
<TABLE>
<S> <C> <C>
AIM GROWTH SERIES
AIM Small Cap Growth Fund
NET ASSETS ANNUAL RATE
---------- -----------
First $500 million .725%
Next $500 million .70%
Next $500 million .675%
On amounts thereafter .65%
AIM INVESTMENT FUNDS
AIM Global Financial Services Fund and AIM Global Infrastructure Fund
NET ASSETS ANNUAL RATE
---------- -----------
First $500 million .975%
Next $500 million .95%
Next $500 million .925%
On amounts thereafter .90%
</TABLE>
A-9
<PAGE> 44
EXHIBIT B
ADVISORY FEE SCHEDULES FOR OTHER AIM FUNDS
The following table provides information with respect to the annual
advisory fee rates paid to AIM by certain funds that have a similar investment
objective as the Funds.
<TABLE>
<CAPTION>
FEE WAIVERS, EXPENSE
TOTAL NET LIMITATIONS AND/OR
ASSETS FOR THE EXPENSE
ANNUAL RATE MOST RECENTLY REIMBURSEMENTS FOR THE
(BASED ON AVERAGE COMPLETED MOST RECENTLY
NAME OF FUND DAILY NET ASSETS) FISCAL YEAR COMPLETED FISCAL YEAR
------------ ----------------- --------------- ----------------------
<S> <C> <C> <C>
AIM Aggressive Growth
Fund............... 0.80% of the first $ 2,840,171,882 N/A
$150 million; 0.625%
of the excess over
$150 million
AIM Capital
Development Fund... 0.75% of the first $ 1,084,854,198 N/A
$350 million; 0.625%
of the excess over
$350 million
AIM Constellation
Fund............... 1.00% of the first $15,288,481,794 Waive 0.025% of
$30 million; 0.75% advisory fee on
over $30 million up average net assets in
to $150 million; excess of $2 billion
0.625% of the excess
over $150 million
AIM Dent Demographic
Trends Fund........ 0.85% of the first $2 $ 392,908,501 Waive 0.05% of
billion; 0.80% of the advisory fee on
excess over $2 average net assets
billion
AIM Large Cap Growth
Fund............... 0.75% of the first $1 $ 13,869,426 Waive advisory fee
billion; 0.70% over and/or reimburse
$1 billion up to $2 expenses on Class A,
billion; 0.625% of Class B and Class C to
the excess over $2 extent necessary to
billion limit expenses
(excluding interest,
taxes, dividends on
short sales and
extraordinary
expenses) of Class A
shares to 0.85%
AIM Mid Cap Growth
Fund............... 0.80% of the first $1 N/A* N/A
billion; 0.75% of the
excess over $1
billion
---------------
* AIM Mid Cap Growth Fund commenced operations on November 1, 1999.
</TABLE>
B-1
<PAGE> 45
<TABLE>
<CAPTION>
FEE WAIVERS, EXPENSE
TOTAL NET LIMITATIONS AND/OR
ASSETS FOR THE EXPENSE
ANNUAL RATE MOST RECENTLY REIMBURSEMENTS FOR THE
(BASED ON AVERAGE COMPLETED MOST RECENTLY
NAME OF FUND DAILY NET ASSETS) FISCAL YEAR COMPLETED FISCAL YEAR
------------ ----------------- --------------- ----------------------
<S> <C> <C> <C>
AIM Weingarten Fund.. 1.00% of the first $ 9,600,690,471 Waive 0.025% of
$30 million; 0.75% advisory fee on
over $30 million up average net assets in
to $350 million; excess of $2 billion
0.625% of the excess to and including $3
over $350 million billion; 0.05% on
average net assets in
excess of $3 billion
to and including $4
billion and 0.075% on
average net assets in
excess of $4 billion
AIM Asian Growth
Fund............... 0.95% of the first $ 42,497,099 Expense limitation --
$500 million; 0.90% Class A, 1.92%; Class
of the excess over B, 2.80%; Class C,
$500 million 2.80%
AIM European
Development Fund... 0.95% of the first $ 178,160,567 N/A
$500 million; 0.90%
of the excess over
$500 million
AIM Global Aggressive
Growth Fund........ 0.90% of the first $1 $ 1,795,495,057 N/A
billion; 0.85% of the
excess over $1
billion
AIM Global Growth
Fund............... 0.85% of the first $1 $ 845,251,073 N/A
billion; 0.80% of the
excess over $1
billion
AIM International
Equity Fund........ 0.95% of the first $1 $ 3,063,733,110 Waive 0.05% of
billion; 0.90% of the advisory fee on
excess over $1 average net assets in
billion excess of $500 million
AIM Select Growth
Fund............... 0.80% of the first $ 1,079,458,334 N/A
$150 million; 0.625%
of the excess over
$150 million
AIM V.I. Aggressive
Growth Fund........ 0.80% of first $150 $ 17,325,844 Expense limitation --
million; 0.625% of 1.16%
the excess over $150
million
AIM V.I. Capital
Appreciation
Fund............... 0.65% of first $250 $ 1,131,217,460 N/A
million; 0.60% of the
excess over $250
million
</TABLE>
B-2
<PAGE> 46
<TABLE>
<CAPTION>
FEE WAIVERS, EXPENSE
TOTAL NET LIMITATIONS AND/OR
ASSETS FOR THE EXPENSE
ANNUAL RATE MOST RECENTLY REIMBURSEMENTS FOR THE
(BASED ON AVERAGE COMPLETED MOST RECENTLY
NAME OF FUND DAILY NET ASSETS) FISCAL YEAR COMPLETED FISCAL YEAR
------------ ----------------- --------------- ----------------------
<S> <C> <C> <C>
AIM V.I. Capital
Development Fund... 0.75% of first $350 $ 11,034,931 Expense limitation --
million; 0.625% of 1.19%
the excess over $350
million
AIM V.I. Dent
Demographic Trends
Fund............... 0.85% of first $2 $ 999,599 Expense limitation --
billion; 0.80% of the 1.40%
excess over $2
billion
AIM V.I. Growth
Fund............... 0.65% of first $250 $ 704,095,680 N/A
million; 0.60% of the
excess over $250
million
AIM V.I.
International
Equity Fund........ 0.75% of first $250 $ 454,059,551 N/A
million; 0.70% of
excess over $250
million
AIM V.I.
Telecommunications
Fund............... 1.00% $ 108,427,764 N/A
AIM Summit Fund,
Inc. .............. 1.00% of the first $ 2,624,615,009 Expense limitation --
$10 million; 0.75% of Class II, 1.50%
the next $140
million; 0.625% of
excess over $150
million
AIM Large Cap
Opportunities
Fund............... Base fee of 1.50%; N/A** N/A
maximum annual
performance
adjustment of +/-
1.00%
AIM Mid Cap
Opportunities
Fund............... Base fee of 1.00%; $ 4,789,875 Expense limitation --
maximum annual Limit total operating
adjustment of +/- expenses excluding
1.00% management fee, Rule
12b-1 distribution
plan fee, interest
expense, taxes,
dividend expenses
attributable to
securities sold short
and extraordinary
expenses: Class A,
0.50%; Class B, 0.52%;
Class C, 0.52%
AIM Small Cap
Opportunities
Fund............... Base fee of 1.00%; $ 365,491,330 N/A
maximum annual
adjustment of +/-
0.75%
---------------
** AIM Large Cap Opportunities Fund commenced operations on December 30, 1999.
</TABLE>
B-3
<PAGE> 47
<TABLE>
<CAPTION>
FEE WAIVERS, EXPENSE
TOTAL NET LIMITATIONS AND/OR
ASSETS FOR THE EXPENSE
ANNUAL RATE MOST RECENTLY REIMBURSEMENTS FOR THE
(BASED ON AVERAGE COMPLETED MOST RECENTLY
NAME OF FUND DAILY NET ASSETS) FISCAL YEAR COMPLETED FISCAL YEAR
------------ ----------------- --------------- ----------------------
<S> <C> <C> <C>
AIM Basic Value
Fund............... First $500 million $ 136,276,615 Expense limitation --
0.725%; Next $500 Limit Net Expenses:
million 0.70%; Next Class A, 1.75%; Class
$500 million 0.675%; B, 2.40%; Class C,
excess over 0.65%*** 2.40%
AIM Euroland Growth
Fund............... First $500 million $ 541,308,192 Expense limitation --
0.975%; Next $500 Limit Net Expenses:
million 0.95%; Next Class A, 2.00%; Class
$500 million 0.925%; B, 2.65%; Class C,
excess over 0.90% 2.65%
AIM Japan Growth
Fund............... First $500 million $ 304,533,247 Expense limitation --
0.975%; Next $500 Limit Net Expenses:
million 0.95%; Next Class A, 2.00%; Class
$500 million 0.925%; B, 2.65%; Class C,
excess over 0.90% 2.65%
AIM Mid Cap Equity
Fund............... First $500 million $ 333,668,281 Expense limitation --
0.725%; Next $500 Limit Net Expenses:
million 0.70%; Next Class A, 1.75%; Class
$500 million 0.675%; B, 2.40%; Class C,
excess over 0.65% 2.40%
AIM New Pacific
Growth Fund........ First $500 million $ 139,121,407 Expense limitation --
0.975%; Next $500 Limit Net Expenses:
million 0.95%; Next Class A, 2.00%; Class
$500 million 0.925%; B, 2.65%; Class C,
excess over 0.90% 2.65%
AIM Small Cap
Growth Fund........ First $500 million $ 716,060,823 Expense limitation --
0.725%; Next $500 Limit Net Expenses:
million 0.70%; Next Class A, 1.75%; Class
$500 million 0.675%; B, 2.40%; Class C,
excess over 0.65%*** 2.40%
AIM Global Consumer
Products and
Services Fund...... First $500 million $ 184,973,907 Expense limitation --
0.975%; Next $500 Limit Net Expenses:
million 0.95%; Next Class A, 2.00%; Class
$500 million 0.925%; B, 2.50%; Class C,
excess over 0.90%*** 2.50%
</TABLE>
----------------
*** Reflects management and administration fees for both and feeder funds.
B-4
<PAGE> 48
<TABLE>
<CAPTION>
FEE WAIVERS, EXPENSE
TOTAL NET LIMITATIONS AND/OR
ASSETS FOR THE EXPENSE
ANNUAL RATE MOST RECENTLY REIMBURSEMENTS FOR THE
(BASED ON AVERAGE COMPLETED MOST RECENTLY
NAME OF FUND DAILY NET ASSETS) FISCAL YEAR COMPLETED FISCAL YEAR
------------ ----------------- --------------- ----------------------
<S> <C> <C> <C>
AIM Global Financial
Services Fund...... First $500 million $ 81,913,285 Expense limitation --
0.975%; Next $500 Limit Net Expenses:
million 0.95%; Next Class A, 2.00%;
$500 million 0.925%; Class B, 2.50%;
excess over 0.90%*** Class C, 2.50%
AIM Global Health
Care Fund.......... First $500 million $ 462,669,291 Expense limitation --
0.975%; Next $500 Limit Net Expenses:
million 0.95%; Next Class A, 2.00%; Class
$500 million 0.925%; B, 2.50%;
excess over 0.90%
AIM Global
Infrastructure
Fund............... First $500 million $ 45,124,457 Expense limitation --
0.975%; Next $500 Limit Net Expenses:
million 0.95%; Next Class A, 2.00%;
$500 million 0.925%; Class B, 2.50%;
excess over 0.90%*** Class C, 2.50%
AIM Global Resources
Fund............... First $500 million $ 35,998,488 Expense limitation --
0.975%; Next $500 Limit Net Expenses:
million 0.95%; Next Class A, 2.00%; Class
$500 million 0.925%; B, 2.50%; Class C,
excess over 0.90%*** 2.50%
AIM Global
Telecommunications
and Technology
Fund............... First $500 million $ 1,935,476,632 Expense limitation --
0.975%; Next $500 Limit Net Expenses:
million 0.95%; Next Class A, 2.00%; Class
$500 million 0.925%; B, 2.50%; Class C,
excess over 0.90% 2.50%
AIM Latin American
Growth Fund........ First $500 million $ 88,788,170 Expense limitation --
0.975%; Next $500 Limit Net Expenses:
million 0.95%; Next Class A, 2.00%; Class
$500 million 0.925%; B, 2.50%; Class C,
excess over 0.90% 2.50%
AIM Global Trends
Fund............... First $500 million $ 51,201,676 Expense limitation --
0.975%; Next $500 Limit Net Expenses:
million 0.95%; Next Class A, 2.00%; Class
$500 million 0.925%; B, 2.50%; Class C,
excess over 0.90% 2.50%
</TABLE>
----------------
***Reflects management and administrative fees for both master and feeder funds.
B-5
<PAGE> 49
EXHIBIT C
SECURITY OWNERSHIP OF CERTAIN OWNERS
AND MANAGEMENT
SECURITY OWNERSHIP OF MANAGEMENT
To the best knowledge of the Trusts, the following table sets forth certain
information regarding the ownership of the shares of beneficial interest of each
of the Funds by the trustees and executive officers of the Trusts. No
information is given as to a Fund or a class if a trust or officer held no
shares of any or all classes of such Fund as of such Fund as of June 23, 2000.
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY AS OF
NAME OF TRUSTEE/OFFICER FUND (CLASS) JUNE 23, 2000 PERCENT OF CLASS
----------------------- ------------ ------------------ ----------------
<S> <C> <C> <C>
All Trustees and Executive AIM Small Cap Growth Fund 14,467.807 *
Officers as a Group........... (Class A)
</TABLE>
---------------
* Less than 1% of the outstanding shares of the class.
SECURITY OWNERSHIP OF CERTAIN RECORD OWNERS
To the best knowledge of the Trusts, the names and addresses of the holders
of 5% or more of the outstanding shares of each class of each Fund as of June
23, 2000, and the amount of the outstanding shares owned of record or
beneficially by such holders, are set forth below.
<TABLE>
<CAPTION>
PERCENT OF
CLASS SHARES PERCENT OF CLASS
NAME AND ADDRESS SHARES OWNED OWNED OF OWNED OWNED
FUND (CLASS) OF RECORD OWNER OF RECORD RECORD BENEFICIALLY BENEFICIALLY
------------ ---------------- ------------ ---------- ------------- ----------------
<S> <C> <C> <C>
AIM Global Financial
Services Fund
Class A Merrill Lynch Pierce 431,689.258 15.48% -0-* -0-*
Fenner & Smith
FBO the Sole
Benefit of Customers
Attn: Fund
Administration
4800 Deer Lake Dr.,
East, 2nd Floor
Jacksonville, FL
32246
</TABLE>
---------------
* The Trusts have no knowledge as to whether all or any portion of the shares
owned of record are also owned beneficially.
C-1
<PAGE> 50
<TABLE>
<CAPTION>
PERCENT OF
CLASS SHARES PERCENT OF CLASS
NAME AND ADDRESS SHARES OWNED OWNED OF OWNED OWNED
FUND (CLASS) OF RECORD OWNER OF RECORD RECORD BENEFICIALLY BENEFICIALLY
------------ ---------------- ------------ ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Class B Merrill Lynch Pierce 391,409.299 13.47% -0-* -0-*
Fenner & Smith
FBO the Sole
Benefit of Customers
Attn: Fund
Administration
4800 Deer Lake Dr.,
East, 2nd Floor
Jacksonville, FL
32246
Class C Merrill Lynch Pierce 85,766.367 20.10% -0-* -0-*
Fenner & Smith
FBO the Sole
Benefit of Customers
Attn: Fund
Administration
4800 Deer Lake Dr.,
East, 2nd Floor
Jacksonville, FL
32246
AIM Global
Infrastructure Fund
Class B Merrill Lynch Pierce 122,498.306 7.47% -0-* -0-*
Fenner & Smith
FBO the Sole Benefit
of Customers
Attn: Fund
Administration
4800 Deer Lake Dr.,
East, 2nd Floor
Jacksonville, FL
32246
Class C ITC Cust Rollover IRA -0- -0- 1,471.679 11.40%
FBO
Maureen B. Graves
75 Fortune Ln.
St. Louis, MO
63122
ITC Cust 403B Plan -0- -0- 1,392.844 10.78%
Cuny FBO Hershey
Harry Friedman
1367 57th St.
Brooklyn, NY
11219
</TABLE>
---------------
* The Trusts have no knowledge as to whether all or any portion of the shares
owned of record are also owned beneficially.
C-2
<PAGE> 51
<TABLE>
<CAPTION>
PERCENT OF
CLASS SHARES PERCENT OF CLASS
NAME AND ADDRESS SHARES OWNED OWNED OF OWNED OWNED
FUND (CLASS) OF RECORD OWNER OF RECORD RECORD BENEFICIALLY BENEFICIALLY
------------ ---------------- ------------ ---------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
First Trust Corp TTEE -0- -0- 1,180.009 9.14%
Gilbert R. Wolfe
DTD10/31/94
PO Box 173301
Denver, CO
80217-3301
Charles Anthony Conti -0- -0- 779.651 6.04%
and Kris D. Conti
TTEES Conti Fam Tr
DTD 10/17/1998
148 Midvale Dr.
Vacaville, CA
95687-6613
AIM Small Cap Growth
Fund
Class A Merrill Lynch Pierce 1,431,496.058 8.95% -0-* -0-*
Fenner & Smith
FBO the Sole
Benefit of Customers
Attn: Fund
Administration
4800 Deer Lake Dr.,
East, 2nd Floor
Jacksonville, FL
32246
Class B Merrill Lynch Pierce 1,088,404.930 13.88% -0-* -0-*
Fenner & Smith
FBO the Sole
Benefit of Customers
Attn: Fund
Administration
4800 Deer Lake Dr.,
East, 2nd Floor
Jacksonville, FL
32246
Class C Merrill Lynch Pierce 315,293.777 22.73% -0-* -0-*
Fenner & Smith
FBO the Sole Benefit
of Customers
Attn: Fund
Administration
4800 Deer Lake Dr.,
East, 2nd Floor
Jacksonville, FL
32246
</TABLE>
---------------
* The Trusts have no knowledge as to whether all or any portion of the shares
owned of record are also owned beneficially.
C-3
<PAGE> 52
EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE SIGN, DATE AND
RETURN YOUR PROXY TODAY!
PROXY CARD PROXY SOLICITED BY THE BOARD OF TRUSTEES OF PROXY CARD
AIM GLOBAL FINANCIAL SERVICES FUND
(a portfolio of AIM Investment Funds)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 1, 2000
The undersigned hereby appoints Robert H. Graham and Gary T. Crum, 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 September 1, 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" THE APPROVAL
OF EACH PROPOSAL.
CONTROL NUMBER:
---------------
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as
executor, administrator, attorney,
trustee or guardian or as custodian for
a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the
partnership name.
-----------------------------------------
Signature
-----------------------------------------
Signature (if held jointly)
-----------------------------------------
Dated 10527_02
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. THE TRUSTEES
RECOMMEND VOTING "FOR" EACH PROPOSAL. TO VOTE, FILL IN BOX COMPLETELY.
EXAMPLE: [X]
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
1. To approve a new Investment Advisory Agreement with A I M Advisors, Inc. [ ] [ ] [ ]
2. To approve changes to the fundamental investment restrictions of the Fund. [ ] [ ] [ ]
a) Modification of Fundamental Restriction on Portfolio Diversification. [ ] [ ] [ ]
b) Modification of Fundamental Restriction on Issuing Senior Securities and Borrowing Money. [ ] [ ] [ ]
c) Modification of Fundamental Restriction on Underwriting Securities. [ ] [ ] [ ]
d) Modification to or Addition of Fundamental Restriction on Industry Concentration. [ ] [ ] [ ]
e) Modification of Fundamental Restriction on Real Estate Investments. [ ] [ ] [ ]
f) Modification of Fundamental Restriction on Purchasing or Selling Commodities. [ ] [ ] [ ]
g) Modification of Fundamental Restriction on Making Loans. [ ] [ ] [ ]
h) Modification of Fundamental Policy on Investment in Investment Companies. [ ] [ ] [ ]
3. To approve making the investment objective of the Fund non-fundamental. [ ] [ ] [ ]
4. To ratify the selection of PricewaterhouseCoopers LLP as independent public accountants for the
fiscal year ending in 2000. [ ] [ ] [ ]
5. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF. [ ] [ ] [ ]
</TABLE>
<PAGE> 53
EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE SIGN, DATE AND
RETURN YOUR PROXY TODAY!
PROXY CARD PROXY SOLICITED BY THE BOARD OF TRUSTEES OF PROXY CARD
AIM GLOBAL INFRASTRUCTURE FUND
(a portfolio of AIM Investment Funds)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 1, 2000
The undersigned hereby appoints Robert H. Graham and Gary T. Crum, 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 September 1, 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" THE APPROVAL
OF EACH PROPOSAL.
CONTROL NUMBER:
---------------
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as
executor, administrator, attorney,
trustee or guardian or as custodian for
a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the
partnership name.
-----------------------------------------
Signature
-----------------------------------------
Signature (if held jointly)
-----------------------------------------
Dated 10527_02
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. THE TRUSTEES
RECOMMEND VOTING "FOR" EACH PROPOSAL. TO VOTE, FILL IN BOX COMPLETELY.
EXAMPLE: [X]
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
1. To approve a new Investment Advisory Agreement with A I M Advisors, Inc. [ ] [ ] [ ]
2. To approve changes to the fundamental investment restrictions of the Fund. [ ] [ ] [ ]
a) Modification of Fundamental Restriction on Portfolio Diversification. [ ] [ ] [ ]
b) Modification of Fundamental Restriction on Issuing Senior Securities and Borrowing Money. [ ] [ ] [ ]
c) Modification of Fundamental Restriction on Underwriting Securities. [ ] [ ] [ ]
d) Modification to or Addition of Fundamental Restriction on Industry Concentration. [ ] [ ] [ ]
e) Modification of Fundamental Restriction on Real Estate Investments. [ ] [ ] [ ]
f) Modification of Fundamental Restriction on Purchasing or Selling Commodities. [ ] [ ] [ ]
g) Modification of Fundamental Restriction on Making Loans. [ ] [ ] [ ]
h) Modification of Fundamental Policy on Investment in Investment Companies. [ ] [ ] [ ]
3. To approve making the investment objective of the Fund non-fundamental. [ ] [ ] [ ]
4. To ratify the selection of PricewaterhouseCoopers LLP as independent public accountants for the
fiscal year ending in 2000. [ ] [ ] [ ]
5. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF. [ ] [ ] [ ]
</TABLE>
<PAGE> 54
EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE SIGN, DATE AND
RETURN YOUR PROXY TODAY!
PROXY CARD PROXY SOLICITED BY THE BOARD OF TRUSTEES OF PROXY CARD
AIM SMALL CAP GROWTH FUND
(a portfolio of AIM Growth Series)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 1, 2000
The undersigned hereby appoints Robert H. Graham and Gary T. Crum, 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 September 1, 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" THE APPROVAL
OF EACH PROPOSAL.
CONTROL NUMBER:
---------------
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as
executor, administrator, attorney,
trustee or guardian or as custodian for
a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, sign in the
partnership name.
----------------------------------------
Signature
----------------------------------------
Signature (if held jointly)
----------------------------------------
Dated 10527_02
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. THE TRUSTEES
RECOMMEND VOTING "FOR" EACH PROPOSAL. TO VOTE, FILL IN BOX COMPLETELY.
EXAMPLE: [X]
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
1. To approve a new Investment Advisory Agreement with A I M Advisors, Inc. [ ] [ ] [ ]
2. To approve changes to the fundamental investment restrictions of the Fund. [ ] [ ] [ ]
a) Modification of Fundamental Restriction on Portfolio Diversification. [ ] [ ] [ ]
b) Modification of Fundamental Restriction on Issuing Senior Securities and Borrowing Money. [ ] [ ] [ ]
c) Modification of Fundamental Restriction on Underwriting Securities. [ ] [ ] [ ]
d) Modification to or Addition of Fundamental Restriction on Industry Concentration. [ ] [ ] [ ]
e) Modification of Fundamental Restriction on Real Estate Investments. [ ] [ ] [ ]
f) Modification of Fundamental Restriction on Purchasing or Selling Commodities. [ ] [ ] [ ]
g) Modification of Fundamental Restriction on Making Loans. [ ] [ ] [ ]
h) Modification of Fundamental Policy on Investment in Investment Companies. [ ] [ ] [ ]
3. To approve making the investment objective of the Fund non-fundamental. [ ] [ ] [ ]
4. To ratify the selection of PricewaterhouseCoopers LLP as independent public accountants for the
fiscal year ending in 2000. [ ] [ ] [ ]
5. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF. [ ] [ ] [ ]
</TABLE>
