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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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:
[ ] 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 Section 240.14a-12
AIM Growth Series
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(Name of Registrant as Specified In Its Charter)
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(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)(4) 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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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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4) Date Filed:
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AIM BASIC VALUE FUND
SPECIAL MEETING OF SHAREHOLDERS
11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173
DEAR SHAREHOLDER:
As you are aware, the Fund currently seeks to achieve its investment
objective of long-term growth of capital by investing all of its investable
assets in the Value Portfolio ("Portfolio"), a series portfolio of Growth
Portfolio, a Delaware business trust. The Board of Trustees (the "Board") of AIM
Growth Series (the "Trust"), a Delaware business trust, has voted to simplify
the structure of the Fund, a series portfolio of the Trust. Under the
restructuring proposed by A I M Advisors, Inc. ("AIM"), the Fund would invest
directly in the securities in which the Portfolio invests.
The Board and AIM believe that the proposed restructuring would benefit the
Fund and its shareholders by promoting greater administrative efficiency. In
order to implement the restructuring, shareholders must approve an investment
advisory agreement for the Fund. Shareholders will also be asked to approve
changes to the Fund's fundamental investment restrictions and making the Fund's
investment objective non-fundamental and ratify the selection of independent
public accountants.
Accordingly, a special meeting of shareholders (the "Meeting") will be held
on May 31, 2000. Attached are the Notice and Proxy Statement for the Meeting
which describe the proposals on which you are being asked to vote. THE BOARD
UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH OF THESE PROPOSALS.
If you attend the meeting, you may vote your shares in person. If you
expect to attend the meeting in person, or have questions, please notify the
Trust by calling 1-800-952-3502. If you do not expect to attend the meeting,
please fill in, date, sign and return the proxy card in the enclosed envelope
which requires no postage if mailed in the United States.
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 Internet at the Fund's website 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
April 25, 2000
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AIM BASIC VALUE FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
MAY 31, 2000
11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173
TO THE SHAREHOLDERS:
Notice is hereby given that a special meeting of shareholders (the
"Meeting") of AIM Basic Value Fund (the "Fund"), an investment portfolio of AIM
Growth Series will be held at 11 Greenway Plaza, Suite 100, Houston, Texas
77046, on May 31, 2000, at 3:00 p.m., Central time, for the following purposes:
(1) To approve a new investment advisory agreement for the Fund;
(2) To approve changing the fundamental investment restrictions of the Fund;
(3) To approve changing the investment objective of the Fund so that it is non-
fundamental;
(4) To ratify the selection of PricewaterhouseCoopers LLP as independent public
accountants for the 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 April 3, 2000, are
entitled to notice of, and to 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, so that a
quorum will be present and a maximum number of shares may be voted.
By Order of the Board,
/s/ SAMUEL D. SIRKO
Samuel D. Sirko
Secretary
April 25, 2000
YOUR VOTE IS VERY IMPORTANT. PLEASE COMPLETE, SIGN, AND RETURN THE ENCLOSED
PROXY CARD PROMPTLY.
<PAGE> 4
PROXY STATEMENT
AIM BASIC VALUE FUND
11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173
Toll Free: (800) 454-0327
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SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 31, 2000
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This Proxy Statement is being furnished to shareholders in connection with
the solicitation of proxies by the Board of Trustees (the "Board") of AIM Growth
Series (the "Trust"), a Delaware business trust. These proxies are to be used at
the special meeting of shareholders and at any adjournment thereof (the
"Meeting") to be held at the offices of the Trust at 11 Greenway Plaza, Suite
100, Houston, Texas 77046, on May 31, 2000, at 3:00 p.m., Central time. Only
shareholders of record at the close of business on April 3, 2000 (the "Record
Date"), are entitled to notice of and to vote at the Meeting. Copies of this
Proxy Statement and the accompanying materials will first be mailed to
shareholders on or about April 25, 2000.
AIM Basic Value Fund (the "Fund") is a series of the Trust. The Fund has
three classes of shares, but for simplicity and clarity, all classes of shares
of beneficial interest in the Fund are referred to as "shares." Each outstanding
full share of the Fund is entitled to one vote, and each outstanding fractional
share of the Fund is entitled to a proportionate share of one vote, with respect
to each proposal to be voted upon by the shareholders. Information about the
vote necessary to approve a proposal is discussed below in connection with the
proposal.
If the accompanying proxy card is properly executed and returned by a
shareholder in time to be voted at the Meeting, the shares covered thereby will
be voted in accordance with the instructions marked thereon by the shareholder.
Executed proxies that are unmarked will be voted in accordance with the
recommendation of your Board as to all proposals described in this Proxy
Statement; and, at the discretion of the proxyholders, on any other matter that
may properly have come before the Meeting. Any proxy given pursuant to this
solicitation may be revoked at any time before its exercise by giving written
notice to the Secretary of the Trust or by the issuance of a subsequent proxy.
To be effective, such revocation must be received by the Secretary of the Trust
prior to the Meeting. In addition, a shareholder may revoke a proxy by attending
the Meeting and voting in person. The solicitation of proxies will be made
primarily by mail but also may be made by telephone, facsimile, the Internet or
personal interview. Authorization to execute proxies may be obtained by
telephonically or electronically transmitted instructions.
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The presence in person or by proxy of shareholders of the Fund entitled to
cast one third of all the votes entitled to be cast at the Meeting shall
constitute a quorum at the Meeting. 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 7,826,151.392 outstanding shares of the Fund as of the Record
Date. To the knowledge of the Trust's management, as of the Record Date, there
were no beneficial owners of 5% or more of the outstanding shares of any class
of the Fund, except as indicated in Exhibit C.
BACKGROUND
The Fund currently seeks to achieve its investment objective of long-term
growth of capital by investing all of its investable assets in Value Portfolio
(the "Portfolio"), a series of Growth Portfolio, a Delaware business trust. The
Portfolio has the same investment objective as the Fund. Under normal market
conditions, the Portfolio normally invests at least 65% of its total assets in
equity securities of U.S. issuers that have market capitalizations of greater
than $500 million and that the portfolio managers believe to be undervalued in
relation to long-term earning power or other factors. The Portfolio may also
invest up to 35% of its total assets in equity securities of U.S. issuers that
have market capitalizations of less than $500 million 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. It may also
invest up to 25% of its total assets in foreign securities.
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In managing the Portfolio, the portfolio managers seek to identify those
companies whose prospects and growth potential are undervalued by investors and
that provide the potential for attractive returns. The portfolio managers
allocate investments among fixed-income securities based on their views as to
the best values then available in the marketplace. The portfolio managers
consider whether to sell a particular security when any of those factors
materially change.
AIM and the Board believe that restructuring the Fund would be beneficial
to the Fund and its shareholders. Under the proposed restructuring, the 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 the Fund of its "interest" in the Portfolio. The
Portfolio would distribute to the Fund all Portfolio assets (securities, cash,
etc.) in a tax-free, in-kind distribution. The Portfolio would then be
terminated. The Fund would be the single surviving entity and would hold the
portfolio securities directly.
The primary portfolio managers for the restructured Fund would be Bret W.
Stanley, Evan G. Harrel and Matthew W. Seinsheimer; each currently serves as a
portfolio manager of the Portfolio. Mr. Stanley has been portfolio manager for
the Portfolio since 1998 and has been associated with A I M Advisors, Inc.
("AIM") and/or its affiliates since 1998. From 1994 to 1998, he was Vice
President and portfolio manager with Van Kampen American Capital Asset
Management, Inc. Mr. Harrel has been portfolio manager for the Portfolio since
1998 and has been associated with AIM and/or its affiliates since 1998. From
1994 to 1998, he was Vice President and portfolio manager with Van Kampen
American Capital Asset Management, Inc. Mr. Seinsheimer has been portfolio
manager for the Portfolio since 2000 and has been associated with AIM and/or its
affiliates since 1998. From 1995 to 1998, he was portfolio manager for American
Indemnity Company.
The proposed restructuring would not involve any change to the Fund's name
or investment objective. In order to effect the proposed restructuring, however,
shareholders of the Fund must approve an investment advisory agreement between
the Fund and AIM as described in this Proposal 1.
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PROPOSAL NO. 1: APPROVAL OF A NEW INVESTMENT
ADVISORY AGREEMENT
BACKGROUND
AIM currently serves as investment advisor and administrator to the
Portfolio pursuant to the Investment Management and Administration Contract
between the Portfolio and AIM dated May 29, 1998 ("current advisory agreement").
Because the Fund currently invests all of its investable assets in the
Portfolio, AIM does not directly receive any investment advisory fee from the
Fund. AIM does, however, receive investment advisory fees from the Portfolio in
which the Fund invests. As a result, although the Fund does not directly pay AIM
an advisory fee, it does so indirectly through its investments in the Portfolio.
Under the proposed restructuring, AIM would directly manage the Fund's
investments. To reflect that direct management, AIM has proposed an advisory
agreement with the Fund ("proposed advisory agreement") that, among other
things, would impose an advisory fee directly upon the Fund. The advisory fee
would be calculated according to the same aggregate fee schedule for advisory
and administrative services that applies to the Fund and the Portfolio. AIM
would continue to serve as the Fund's administrator and accounting agent under a
separate administration agreement. AIM affiliates would continue to serve as the
Fund's transfer agent and distributor.
A description of the proposed advisory agreement is provided below under
"Primary Terms of the Proposed Advisory Agreement" and "Other Terms of the
Proposed Advisory Agreement" sections. 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 Board's considerations is provided below
under "Board Considerations."
PRIMARY TERMS OF THE PROPOSED ADVISORY AGREEMENT
Under the proposed advisory agreement, AIM would directly manage the Fund's
portfolio. Specifically, AIM would, among other things, supervise all aspects of
the operations of the Fund, perform research and analysis for the Fund on
pertinent information about significant developments and economic, statistical
and financial data; determine which issuers and securities would be represented
in the Fund's investment portfolio; and formulate and implement continuing
programs for the purchases and sales of the securities.
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The following table shows the proposed advisory fee structure for the Fund.
ADVISORY FEE
(BASED ON AVERAGE DAILY NET ASSETS)
-----------------------------------
0.725% on the first $500 million;
0.70% on the next $500 million;
0.675% on the next $500 million;
and 0.65% on amounts thereafter.
Under the proposed advisory agreement, all of the ordinary business
expenses not specifically assumed by AIM incurred in the operations of the Fund
and the offering of its shares shall be paid by the Fund. These expenses include
but are not limited to:
- brokerage commissions;
- taxes;
- legal;
- accounting;
- auditing;
- governmental fees;
- custodian, transfer agent, 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 trustees 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 Fund
in connection with membership in investment company organizations; and
- the cost of printing copies of prospectuses and statements of additional
information distributed to the Fund's shareholders.
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EXPENSES BEFORE THE RESTRUCTURING
ANNUAL FUND OPERATING EXPENSES
(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..................... 0.64% 0.64% 0.64%
----- ----- -----
Total Annual Fund Operating Expenses............... 1.71% 2.36% 2.36%
Fee Waiver(1)........................................... (0.02)% (0.02)% (0.02)%
Net Expenses............................................ 1.69% 2.34% 2.34%
</TABLE>
(1) The investment advisor reimbursed incremental expenses related to the
master-feeder structure.
ESTIMATED EXPENSES AFTER THE RESTRUCTURING
ANNUAL FUND OPERATING EXPENSES
(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..................... 0.62% 0.62% 0.62%
----- ----- -----
Total Annual Fund Operating Expenses............ 1.69% 2.34% 2.34%
</TABLE>
A table containing fee schedules of comparable mutual funds advised by AIM
is attached hereto for your reference as Exhibit B.
OTHER TERMS OF THE PROPOSED ADVISORY AGREEMENT
In performing its obligations under the proposed advisory agreement, 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 the Trust or to the Fund or
to any shareholder of the 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.
The proposed advisory agreement provides that, subject to the approval of
the Board and the shareholders of the Fund, AIM may delegate any and all of its
duties to a sub-adviser. AIM may also replace sub-advisers from time to time in
accordance with applicable federal securities laws, rules and regulations in
effect or interpreted from time to time by the Securities and Exchange
Commission ("SEC") or with exemptive orders or other similar relief. If, in
accordance with
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the laws, rules, interpretations, and exemptions, AIM is not required to seek
shareholder approval of the appointment of a sub-adviser, it may do so solely
upon approval of the Board.
If the 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.
The current advisory agreement provides that neither AIM nor the trustees
or officers of the Trust owe an exclusive duty to the trust. The current
advisory agreement expressly permits AIM to render investment advisory,
administrative, and other services to other entities (including investment
companies). The current advisory agreement also expressly permits 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 agreement are
substantially similar to the provision in the current advisory agreement which
provides that neither AIM nor the trustees or officers of the 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 agreement explicitly states
that the Trust recognizes that AIM's obligations to other clients may adversely
affect the Trust's ability to participate in certain investment opportunities.
The proposed advisory agreement also explicitly states 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 investment advisor (an AIM fund) and other
clients in accordance with a policy that AIM believes to be equitable.
Although AIM does not currently execute trades through brokers or dealers
that are affiliated with AIM, the proposed advisory agreement includes a new
provision that would permit such trades, subject to compliance with applicable
federal securities laws, rules, interpretations, and exemptions.
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The proposed advisory agreement may be terminated at any time without
penalty by vote of the Board or by a vote of a majority of the outstanding
voting securities of the Fund, on 60 days' written notice to AIM. The proposed
advisory agreement will terminate automatically in the event of any assignment,
as defined by the Investment Company Act of 1940, as amended (the "1940 Act").
The 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 (as defined below), 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.
BOARD CONSIDERATIONS
At a meeting with the Board held on March 14, 2000, AIM described the
anticipated effects of the restructuring on the Fund. In connection with its
review of the proposed restructuring, the Board considered the potential gains
in the form of administrative efficiencies and ongoing cost savings as a result
of the restructuring against the cost of effecting the restructuring.
The Board also evaluated the proposed advisory agreement and the
qualifications of AIM as investment adviser. The Board considered that the
proposed advisory agreement, including the terms relating to the services to be
provided and the fees and expenses payable by the Fund, are not materially
different from the current advisory agreement for the Portfolio, except as
described above. In approving the proposed advisory agreement, the Board took
into account that, except for the establishment of a fee that is currently paid
to AIM by the Fund indirectly through its investments in the Portfolio, the
responsibility of the Fund for all ordinary operating expenses, and moving
provisions for administration services into a separate administration agreement
with AIM, there are no material differences between the provisions of the
current advisory agreement and the proposed advisory agreement.
In particular, the Board 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 1.71%, 2.36%, and 2.36%, 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 1.69%, 2.34%, and 2.34%, 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 to 1.69%,
2.34%, and 2.34%, respectively.
The Board reviewed the credentials and experience of the officers and
employees of AIM who would provide investment advisory services to the Fund,
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and noted that the persons providing services to the Fund would not change if
the new advisory agreement is approved by shareholders. The Board 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
Portfolio and to those charged by AIM to other equity portfolios and Funds that
it advises. (See Exhibit B). The Board considered each of the foregoing factors.
Based upon these considerations, the Board, including its members who are not
interested persons of the Fund (as that term is defined in the 1940 Act)
("independent Board members"), unanimously approved the proposed advisory
agreement and recommended approval by the shareholders.
SHAREHOLDER APPROVAL REQUIREMENTS
Approval of the proposed advisory agreement on behalf of the Fund requires
the affirmative vote of a "majority of the outstanding voting securities" of the
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 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.
--------------------------------------------------------
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.
--------------------------------------------------------
PROPOSAL NO. 2: APPROVAL OF CHANGES TO THE
FUNDAMENTAL RESTRICTIONS
BACKGROUND
The Board proposes several changes to the fundamental investment
restrictions of the Fund that are intended generally to promote uniformity with
the fundamental restrictions of other AIM funds. The Board is 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.
The Board expects that you will benefit from these changes in a number of
ways. The proposed uniform restrictions will provide the Fund with as much
investment flexibility as is possible under the 1940 Act. The Board believes
that eliminating the disparities among the various AIM Funds' fundamental
restrictions will enhance management's ability to manage efficiently and
effectively the Fund's assets in changing regulatory and investment
environments. The proposed fundamental restrictions will provide the Fund with
the ability to operate under new interpretations of the 1940 Act or pursuant to
exemptive relief from the SEC without receiving prior shareholder approval.
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PROPOSED CHANGES
The following is the text and a summary description of the proposed changes
to the Fund's fundamental restrictions. Shareholders may request from the Fund a
copy of the Fund's Statement of Additional Information for the text of the
Fund's existing fundamental restrictions, by calling 1-800-347-4246.
With respect to 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
Proposed Change:
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 of other
investment companies to the extent permitted by the 1940 Act laws,
interpretations and exemptions.
Discussion:
The Fund's 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, the
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
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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 the 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, 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
Proposed Change:
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 Fund's current fundamental restriction limits borrowing to 33 1/3% of
the Fund's total assets and prohibits the Fund from purchasing any security
while any borrowings are outstanding, except that the Fund may borrow an
additional 5% of the Fund's total assets for temporary or emergency purposes.
The proposed changes would make the Fund's restriction on borrowing money or
issuing senior securities consistent and no more limiting than required by the
1940 Act. The Board believes that changing the Fund's fundamental restriction in
this manner will provide flexibility for future contingencies. However, the
Board does not expect this change to have any material impact on the Fund's
current operations.
If you approve the proposed change, the following non-fundamental
investment restriction will become effective for the 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
11
<PAGE> 15
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
Proposed Change:
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.
Discussion:
The proposed changes to this fundamental restriction would eliminate minor
differences in the wording of the Fund's current restriction on underwriting
securities as compared to other AIM Funds. The substance of the fundamental
restriction would remain unchanged.
D. MODIFICATION OF FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION
Proposed Change:
Upon the approval of Proposal 2D, the existing fundamental restriction on
concentration 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.
12
<PAGE> 16
Discussion:
The 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 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 restriction 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 will become effective for the 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
Proposed Change:
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 Fund's current restriction on real estate
investments as compared to other AIM Funds. The substance of the fundamental
restriction would remain unchanged.
13
<PAGE> 17
F. MODIFICATION OF FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES
Proposed Change:
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
Proposed Change:
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 Fund 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 the Fund.
14
<PAGE> 18
If you approve the proposed change, the following non-fundamental
investment restriction will become effective for the 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 RESTRICTION ON INVESTMENT IN INVESTMENT COMPANIES
Proposed Change:
Upon the approval of Proposal 2H, the existing fundamental restriction 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 Fund's 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 Board recommends that the Fund no longer invest in the
Portfolio. The Board does not currently intend to reinstate a master-feeder
structure in which the Fund would invest all of its investable assets in another
fund.
If you approve the proposed restriction, the Fund will have the ability to
invest all of its assets in another open-end investment company. Because the
Fund does not currently intend to do so, the following non-fundamental
investment restriction will become effective for the Fund:
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.
REQUIRED VOTE. Approval of each of the changes contemplated by Proposal 2
requires the affirmative vote of a "majority of the outstanding voting
securities" of the 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
15
<PAGE> 19
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 Fund at the
Meeting, those changes will be effective upon appropriate disclosure being made
in the Fund's Prospectus and Statement of Additional Information.
If one or more of the changes contemplated by Proposal 2 are not approved
by shareholders, the related existing fundamental restriction(s) of the Fund
will continue in effect.
--------------------------------------------------------
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2
--------------------------------------------------------
PROPOSAL NO. 3: APPROVAL OF MAKING THE FUND'S
INVESTMENT OBJECTIVE NON-FUNDAMENTAL
The current investment objective of the Fund is long-term growth of
capital. The investment objective is fundamental; therefore, any change to it
requires shareholder approval. The Board recommends that you approve making the
Fund's investment objective non-fundamental.
Making the Fund's investment objective non-fundamental gives the Board the
flexibility to make appropriate changes to the investment objective if
circumstances warrant without the commensurate expense of seeking a shareholder
vote. The Board does not anticipate making changes to the investment objective
of the Fund at the present time. In the event the Board were to change the
Fund's investment objective, shareholders would receive notice prior to the
change being implemented.
REQUIRED VOTE. Approval of Proposal 3 requires the affirmative vote of a
"majority of the outstanding voting securities" of the 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.
--------------------------------------------------------
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 3.
--------------------------------------------------------
PROPOSAL NO. 4: RATIFICATION OF THE SELECTION
OF INDEPENDENT PUBLIC ACCOUNTANTS
At a meeting called for the purpose of such selection, the firm of
PricewaterhouseCoopers LLP was selected by the Board, including the independent
Board members, as the independent public accountants to audit the books and
accounts of the Fund for the fiscal year ending December 31, 2000, and to
include its opinion in financial statements filed with the SEC. The Board has
directed the submission of this selection to the shareholders for ratification.
16
<PAGE> 20
PricewaterhouseCoopers LLP has advised the Board that it has no financial
interest in the Fund. For the fiscal year ended December 31, 1999, the
professional services rendered by PricewaterhouseCoopers LLP included the
issuance of an opinion on the financial statements of the Fund and an opinion on
other reports of the Fund 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.
REQUIRED VOTE. Ratification of the selection of PricewaterhouseCoopers LLP
requires the affirmative vote of a majority of the votes cast thereon at the
Meeting.
--------------------------------------------------------
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 4
--------------------------------------------------------
INFORMATION ABOUT THE FUND'S ADVISOR,
ADMINISTRATOR, AND THE FUND'S DISTRIBUTOR
AIM serves as investment advisor to the Portfolio. AIM is located at 11
Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor supervises all
aspects of the Portfolio's operations and provides investment advisory services
to the Fund. 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 Fund, encompassing a broad range of
investment objectives. A I M Distributors, Inc. ("AIM Distributors") acts as the
Fund's distributor. AIM Distributors is located at 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173.
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 Director and President, A I M
President Capital Management, Inc.; Director
and Executive Vice President,
A I M Management Group Inc.; and
Director, A I M Distributors, Inc.
and AMVESCAP PLC.
</TABLE>
17
<PAGE> 21
<TABLE>
<CAPTION>
- ------------------- ------------------------------ ------------------------------------
NAME POSITION WITH AIM PRINCIPAL OCCUPATION
- ------------------- ------------------------------ ------------------------------------
<S> <C> <C>
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 Senior Vice President, Chief
and Treasurer Financial Officer, and 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.
Carol F. Relihan Director, Senior Vice Senior Vice President, General
President, General Counsel and Counsel and Secretary, A I M
Secretary 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 FUND
For more information with respect to the Trust and the Fund, please refer
to the Fund's Prospectus and Statement of Additional Information included in the
Trust's Registration Statement (SEC file No. 2-57526), and the most recent
annual and semi-annual reports to shareholders. These documents and other
information filed by the Trust may be inspected without charge and copied at the
public reference facilities maintained by the SEC at Room 1014, Judiciary Plaza,
18
<PAGE> 22
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 Trust, the Fund, and other registrants that
file electronically with the SEC.
GENERAL INFORMATION
SOLICITATION OF PROXIES
The 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. The 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 the 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 the Trust.
The 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. The Trust estimates that SCC will be paid fees of approximately
$12,100. 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 BOARD DOES 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 FUND.
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.
19
<PAGE> 23
REPORTS TO SHAREHOLDERS
THE 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 Board,
/s/ SAMUEL D. SIRKO
Samuel D. Sirko
Secretary
April 25, 2000
20
<PAGE> 24
EXHIBIT A
AIM GROWTH SERIES
FORM OF MASTER INVESTMENT ADVISORY AGREEMENT
THIS AGREEMENT is made this day of , , by and
between AIM GROWTH SERIES, 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 "1940 Act"), as an open-end, diversified management investment
company;
WHEREAS, the Advisor is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment advisor and engages in
the business of acting as an investment advisor;
WHEREAS, the 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
six 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.
<PAGE> 25
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
2
<PAGE> 26
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
3
<PAGE> 27
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-
4
<PAGE> 28
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
5
<PAGE> 29
(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
6
<PAGE> 30
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.
<TABLE>
<S> <C>
Attest: AIM GROWTH SERIES
(a Delaware business trust)
- ---------------------------------------
Assistant Secretary By:
(Seal) --------------------------------------
President
Attest: A I M Advisors, Inc.
- --------------------------------------- By:
Assistant Secretary
--------------------------------------
(Seal) President
</TABLE>
7
<PAGE> 31
APPENDIX A
FUNDS AND EFFECTIVE DATES
<TABLE>
<CAPTION>
EFFECTIVE DATE OF
NAME OF FUND ADVISORY AGREEMENT
- ------------ ------------------
<S> <C>
AIM Basic Value Fund June 5, 2000
</TABLE>
A-1
<PAGE> 32
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.
BASIC VALUE FUND
<TABLE>
<CAPTION>
NET ASSETS ANNUAL RATE
- ---------- -----------
<S> <C>
First $500 million.......................................... 0.725%
Next $500 million........................................... 0.700%
Next $500 million........................................... 0.675%
Excess over $1.5 billion.................................... 0.65%
</TABLE>
B-1
<PAGE> 33
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 Fund.
<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> 34
<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> 35
<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% in
excess of $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> 36
<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 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%
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%; Class
$500 million 0.925%; B, 2.50%; Class C,
excess over 0.90%* 2.50%
</TABLE>
B-4
<PAGE> 37
<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 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%; Class
$500 million 0.925%; B, 2.50%; Class C,
excess over 0.90%* 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>
B-5
<PAGE> 38
EXHIBIT C
SECURITY OWNERSHIP OF CERTAIN RECORD OWNERS
To the best knowledge of the Trust, the names and addresses of the holders
of 5% or more of the outstanding shares of each class of the Fund as of April 3,
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
OWNED SHARES PERCENT OF CLASS
NAME AND ADDRESS SHARES OWNED OF OWNED OWNED
CLASS OF RECORD OWNER OF RECORD RECORD BENEFICIALLY* BENEFICIALLY*
- --------------------- ----------------------- ------------ -------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Class A.............. Merrill Lynch Pierce 383,180.104 9.20% -0- -0-
Fenner & Smith
FBO The Sole Benefit of
Customers
Attn: Fund
Administration
4800 Deer Lake Dr. East
2nd Floor
Jacksonville, FL 32246
Trukan Co. 251,501.235 6.04% -0- -0-
P.O. Box 3699
Wichita, KS 67212
Class B.............. Merrill Lynch Pierce 416,521.802 14.09% -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 196,921.770 27.95% -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 Trust has no knowledge as to whether all or any portion of the shares
owned of record are also owned beneficially.
To the best of the knowledge of the Trust, the beneficial ownership of
shares of the Fund by officers or trustees of the Trust as a group constituted
less than one percent of the outstanding shares of the Fund as of April 3, 2000.
C-1
<PAGE> 39
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN YOUR PROXY TODAY!
**** Control number: 999999999999 ****
-- Please fold and detach card at perforation before mailing --
PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF TRUSTEES OF
AIM BASIC VALUE FUND
(A PORTFOLIO OF AIM GROWTH SERIES)
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 31, 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 May 31, 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 THE
PROPOSAL.
Dated _________________________________
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(s)
<PAGE> 40
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN YOUR PROXY TODAY!
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
THE TRUSTEES RECOMMEND VOTING "FOR" EACH PROPOSAL.
TO VOTE, FILL IN THE BOX COMPLETELY. EXAMPLE: [X]
-- Please fold and detach card at perforation before mailing --
FOR AGAINST ABSTAIN
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 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 Restriction on [ ] [ ] [ ]
Investment in Investment Companies.
3. To approve changing the investment objective of [ ] [ ] [ ]
the Fund so that it is 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.
