<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant o
Check the appropriate box:
[X] Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to S.240.14a-11(c) or S.240.14a-12
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.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
AIM BASIC VALUE FUND
11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046
SPECIAL MEETING OF SHAREHOLDERS
April 20, 2000
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. Currently, the Fund operates as a "feeder"
fund and invests all of its investable assets in the Portfolio which operates as
a "master" fund. 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.
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,
Robert H. Graham
Chairman and President
<PAGE> 3
AIM BASIC VALUE FUND
11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
May 31, 2000
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 Pricewaterhouse Coopers 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,
Samuel D. Sirko
Secretary
April 20, 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
-----------
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON
MAY 31, 2000
-----------
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 24, 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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<PAGE> 5
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 __________ 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.
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.
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<PAGE> 6
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 and Evan G. Harrel; 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.
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.
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. Thus, as
a result of the proposed restructuring, shareholders of the Fund would pay the
same advisory fees that they currently pay indirectly. Accordingly, the
shareholders of the Fund are being asked to approve a new investment advisory
agreement ("proposed advisory agreement"). AIM would continue to serve as the
Fund's
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<PAGE> 7
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.
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:
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 directors and shareholder meetings;
o the cost of preparing and distributing reports and notices to
shareholders;
o the fees and other expenses incurred by the Trust on behalf of the
Fund in connection with membership in investment company
organizations; and
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<PAGE> 8
o the cost of printing copies of prospectuses and statements of
additional information distributed to the Fund's shareholders.
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 1.71% 2.36% 2.36%
Expenses
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 1.69% 2.34% 2.34%
Expenses
</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.
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<PAGE> 9
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 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-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.
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
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<PAGE> 10
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, 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, 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.
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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 Securities and Exchange Commission ("SEC") without
receiving prior shareholder approval.
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.
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<PAGE> 12
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 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.
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<PAGE> 13
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
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.
-10-
<PAGE> 14
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.
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 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 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.
-11-
<PAGE> 15
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.
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.
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
-12-
<PAGE> 16
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
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.
-13-
<PAGE> 17
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.
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.
-14-
<PAGE> 18
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, ADMINSTRATOR,
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.
-15-
<PAGE> 19
<TABLE>
<CAPTION>
AIM
DIRECTORS AND PRINCIPAL OFFICERS (1)
- ------------------------------- ---------------------------------------- -----------------------------------------------------
NAME POSITION WITH AIM PRINCIPAL OCCUPATION
- ------------------------------- ---------------------------------------- -----------------------------------------------------
<S> <C> <C>
Charles T. Bauer Director and Chairman Director and Chairman, A I M Management Group Inc.,
AIM, A I M Capital Management, Inc., A I M
Distributors, Inc., A I M Fund Services, Inc. and
Fund Management Company; and 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 Senior 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
President, AIM; 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.
- ------------------------------- ---------------------------------------- -----------------------------------------------------
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.
-16-
<PAGE> 20
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,
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
$______. 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.
-17-
<PAGE> 21
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.
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,
SAMUEL D. SIRKO
Secretary
April 20, 2000
-18-
<PAGE> 22
EXHIBIT A
AIM GROWTH SERIES
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 [AMENDED AND RESTATED] 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.
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;
<PAGE> 23
(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 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:
2
<PAGE> 24
(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 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
3
<PAGE> 25
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
commissions, taxes, legal, accounting, auditing, or governmental fees, the cost
of preparing share certificates, custodian, transfer and shareholder service
agent costs, expenses of issue, sale, redemption and repurchase of shares,
expenses of registering and qualifying shares for sale, expenses relating to
directors and shareholder meetings, the cost of preparing and distributing
reports and notices to shareholders, the fees and other expenses incurred by the
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.
4
<PAGE> 26
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
(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
5
<PAGE> 27
provision of the 1940 Act or the Advisers Act and to interpretations thereof, if
any, by the United States Courts or in the absence of any controlling decision
of any such court, by rules, regulations or orders of the 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.
6
<PAGE> 28
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.
AIM GROWTH SERIES
(a Delaware business trust)
Attest:
By:
- ---------------------------- --------------------------------------
Assistant Secretary President
(SEAL)
Attest: A I M Advisors, Inc.
By:
- ---------------------------- --------------------------------------
Assistant Secretary President
(SEAL)
7
<PAGE> 29
APPENDIX A
FUNDS AND EFFECTIVE DATES
NAME OF FUND EFFECTIVE DATE OF ADVISORY AGREEMENT
- ------------ ------------------------------------
AIM Basic Value Fund [June 19, 2000]
A-1
<PAGE> 30
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> 31
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 LIMITATIONS AND/OR
ANNUAL RATE TOTAL NET ASSETS FOR EXPENSE REIMBURSEMENTS
(BASED ON AVERAGE THE MOST RECENTLY FOR THE MOST RECENTLY
NAME OF FUND DAILY NET ASSETS) COMPLETED FISCAL YEAR COMPLETED FISCAL YEAR
- ------------ ----------------- --------------------- --------------------------
<S> <C> <C> <C>
AIM Aggressive Growth Fund... 0.80% of the first $150 million; $ 2,840,171,882 N/A
0.625% of the excess over $150
million
AIM Capital Development
Fund........................ 0.75% of the first $350 million; $ 1,084,854,198 N/A
0.625% of the excess over $350
million
AIM Constellation Fund....... 1.00% of the first $30 million; $15,288,481,794 Waive 0.025% of advisory
0.75% over $30 million up to $150 fee on average net assets
million; 0.625% of the excess over in excess of $2 billion
$150 million
AIM Dent Demographic Trends
Fund........................ 0.85% of the first $2 billion; $ 392,908,501 Waive 0.05% of advisory
0.80% of the excess over $2 fee on average net assets
billion
AIM Large Cap Growth Fund.... 0.75% of the first $1 billion; $ 13,869,426 Waive advisory fee and/or
0.70% over $1 billion up to $2 reimburse expenses on
billion; 0.625% of the excess over Class A, Class B and Class
$2 billion C to extent necessary to
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 billion; N/A** N/A
0.75% of the excess over $1
billion
AIM Weingarten Fund.......... 1.00% of the first $30 million; $ 9,600,690,471 Waive 0.025% of advisory
0.75% over $30 million up to $350 fee on average net assets
million; 0.625% of the excess over in excess of $2 billion to
$350 million and including $3 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 $500 million; $ 42,497,099 Expense limitation --
0.90% of the excess over $500 Class A, 1.92%;
million Class B, 2.80%;
Class C, 2.80%
</TABLE>
B-1
<PAGE> 32
<TABLE>
<CAPTION>
FEE WAIVERS,
EXPENSE LIMITATIONS AND/OR
ANNUAL RATE TOTAL NET ASSETS FOR EXPENSE REIMBURSEMENTS
(BASED ON AVERAGE THE MOST RECENTLY FOR THE MOST RECENTLY
NAME OF FUND DAILY NET ASSETS) COMPLETED FISCAL YEAR COMPLETED FISCAL YEAR
- ------------ ----------------- --------------------- --------------------------
<S> <C> <C> <C>
AIM European Development
Fund........................ 0.95% of the first $500 million; $ 178,160,567 N/A
0.90% of the excess over $500
million
AIM Global Aggressive Growth
Fund........................ 0.90% of the first $1 billion; $ 1,795,495,057 N/A
0.85% of the excess over $1
billion
AIM Global Growth Fund....... 0.85% of the first $1 billion; $ 845,251,073 N/A
0.80% of the excess over $1
billion
AIM International Equity
Fund........................ 0.95% of the first $1 billion; $ 3,063,733,110 Waive 0.05% of advisory
0.90% of the excess over $1 fee on average net assets
billion in excess of $500 million
AIM Select Growth Fund ...... 0.80% of the first $150 million; $ 1,079,458,334 N/A
0.625% of the excess over $150
million
AIM V.I. Aggressive Growth
Fund........................ 0.80% of first $150 million; $ 17,325,844 Expense limitation --
0.625% of the excess over $150 1.16%
million
AIM V.I. Capital Appreciation
Fund........................ 0.65% of first $250 million; 0.60% $ 1,131,217,460 N/A
of the excess over $250 million
AIM V.I. Capital Development
Fund........................ 0.75% of first $350 million; $ 11,034,931 Expense limitation --
0.625% of the excess over $350 1.19%
million
AIM V.I. Dent Demographic
Trends Fund................. 0.85% of first $2 billion; 0.80% $ 999,599 Expense limitation --
of the excess over $2 billion 1.40%
AIM V.I. Growth Fund......... 0.65% of first $250 million; 0.60% $ 704,095,680 N/A
of the excess over $250 million
AIM V.I. International Equity
Fund........................ 0.75% of first $250 million; 0.70% $ 454,059,551 N/A
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 $10 million; $ 2,624,615,009 Expense limitation --
0.75% of the next $140 million; Class II, 1.50%
0.625% in excess of $150 million
AIM Large Cap Opportunities
Fund........................ Base fee of 1.50%; maximum annual N/A*** N/A
performance adjustment of +/-
1.00%
AIM Mid Cap Opportunities
Fund........................ Base fee of 1.00%; maximum annual $ 4,789,875 Expense limitation --
adjustment of +/- 1.00% Limit total operating
expenses excluding
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%; maximum annual $ 365,491,330 N/A
adjustment of +/-0.75%
</TABLE>
B-2
<PAGE> 33
<TABLE>
<CAPTION>
FEE WAIVERS,
EXPENSE LIMITATIONS AND/OR
ANNUAL RATE TOTAL NET ASSETS FOR EXPENSE REIMBURSEMENTS
(BASED ON AVERAGE THE MOST RECENTLY FOR THE MOST RECENTLY
NAME OF FUND DAILY NET ASSETS) COMPLETED FISCAL YEAR COMPLETED FISCAL YEAR
- ------------ ----------------- --------------------- --------------------------
<S> <C> <C> <C>
AIM Euroland Growth Fund..... First $500 million 0.975%; $ 541,308,192 Expense limitation --
Next $500 million 0.95%; Limit Net Expenses:
Next $500 million 0.925%; Class A, 2.00%;
excess over 0.90% Class B, 2.65%;
Class C, 2.65%
AIM Japan Growth Fund........ First $500 million 0.975%; $ 304,533,247 Expense limitation --
Next $500 million 0.95%; Limit Net Expenses:
Next $500 million 0.925%; Class A, 2.00%;
excess over 0.90% Class B, 2.65%;
Class C, 2.65%
AIM Mid Cap Equity Fund...... First $500 million 0.725%; $ 333,668,281 Expense limitation --
Next $500 million 0.70%; Limit Net Expenses:
Next $500 million 0.675%; Class A, 1.75%;
excess over 0.65% Class B, 2.40%;
Class C, 2.40%
AIM New Pacific Growth Fund.. First $500 million 0.975%; $ 139,121,407 Expense limitation --
Next $500 million 0.95%; Limit Net Expenses:
Next $500 million 0.925%; Class A, 2.00%;
excess over 0.90% Class B, 2.65%;
Class C, 2.65%
AIM Small Cap Growth Fund.... First $500 million 0.725%; $ 716,060,823 Expense limitation --
Next $500 million 0.70%; Limit Net Expenses:
Next $500 million 0.675%; Class A, 1.75%;
excess over 0.65%* Class B, 2.40%;
Class C, 2.40%
AIM Global Consumer Products
and Services Fund........... First $500 million 0.975%; $ 184,973,907 Expense limitation --
Next $500 million 0.95%; Limit Net Expenses:
Next $500 million 0.925%; Class A, 2.00%;
excess over 0.90%* Class B, 2.50%;
Class C, 2.50%
AIM Global Financial Services
Fund........................ First $500 million 0.975%; $ 81,913,285 Expense limitation --
Next $500 million 0.95%; Limit Net Expenses:
Next $500 million 0.925%; Class A, 2.00%;
excess over 0.90%* Class B, 2.50%;
Class C, 2.50%
AIM Global Health Care Fund.. First $500 million 0.975%; $ 462,669,291 Expense limitation --
Next $500 million 0.95%; Limit Net Expenses:
Next $500 million 0.925%; Class A, 2.00%;
excess over 0.90% Class B, 2.50%;
AIM Global Infrastructure
Fund........................ First $500 million 0.975%; $ 45,124,457 Expense limitation --
Next $500 million 0.95%; Limit Net Expenses:
Next $500 million 0.925%; Class A, 2.00%;
excess over 0.90%* Class B, 2.50%;
Class C, 2.50%
AIM Global Resources Fund.... First $500 million 0.975%; $ 35,998,488 Expense limitation --
Next $500 million 0.95%; Limit Net Expenses:
Next $500 million 0.925%; Class A, 2.00%;
excess over 0.90%* Class B, 2.50%;
Class C, 2.50%
AIM Global Telecommunications
and Technology Fund......... First $500 million 0.975%; $ 1,935,476,632 Expense limitation --
Next $500 million 0.95%; Limit Net Expenses:
Next $500 million 0.925%; Class A, 2.00%;
excess over 0.90% Class B, 2.50%;
Class C, 2.50%
AIM Latin American Growth
Fund........................ First $500 million 0.975%; $ 88,788,170 Expense limitation --
Next $500 million 0.95%; Limit Net Expenses:
Next $500 million 0.925%; Class A, 2.00%;
excess over 0.90% Class B, 2.50%;
Class C, 2.50%
AIM Global Trends Fund....... First $500 million 0.975%; $ 51,201,676 Expense limitation --
Next $500 million 0.95%; Limit Net Expenses:
Next $500 million 0.925%; Class A, 2.00%;
excess over 0.90% Class B, 2.50%;
Class C, 2.50%
</TABLE>
B-3
<PAGE> 34
EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN YOUR PROXY TODAY!
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 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>
<S> <C> <C> <C>
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) The Modification of Fundamental Restriction on Portfolio Diversification. [ ] [ ] [ ]
b) The Modification of Fundamental Restriction on Borrowing Money and
Issuing Senior Securities. [ ] [ ] [ ]
c) The Modification of Fundamental Restriction on Underwriting Securities. [ ] [ ] [ ]
d) The Modification of Fundamental Restriction on Concentration. [ ] [ ] [ ]
e) The Modification of Fundamental Restriction on Real Estate Investments. [ ] [ ] [ ]
f) The Modification of Fundamental Restriction on Purchasing or Selling
Physical Commodities. [ ] [ ] [ ]
g) The Modification of Fundamental Restriction on Making Loans. [ ] [ ] [ ]
h) The Modification of Fundamental Policy on Investment in Investment
Companies [ ] [ ] [ ]
3. To approve changing the investment objective of AIM Basic Value Fund and
making it non-fundamental. [ ] [ ] [ ]
4. To ratify the selection of PricewaterhouseCoopers LLP as independent public
accountants. [ ] [ ] [ ]
5. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. [ ] [ ] [ ]
</TABLE>
