As filed with the Securities and Exchange Commission on June 26, 2009
Securities Act Registration No. __________

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-effective Amendment No. ____ Post-effective Amendment No. ____
(Check appropriate box or boxes)

AIM EQUITY FUNDS
(Exact Name of Registrant as Specified in Charter)

11 Greenway Plaza, Suite 100
Houston, TX 77046
(Address of Principal Executive Offices) (Zip Code)

(713) 626-1919
(Registrant's Telephone Number, including Area Code)

John M. Zerr, Esquire
11 Greenway Plaza, Suite 100, Houston, TX 77046
(Name and Address of Agent for Service of Process)

With Copies to:

MELANIE RINGOLD, ESQUIRE E. CAROLAN BERKLEY, ESQUIRE
Invesco Aim Advisors, Inc. Stradley Ronon Stevens & Young, LLP
11 Greenway Plaza, Suite 100 2600 One Commerce Square
Houston, TX 77046 Philadelphia, PA 19103

Approximate Date of Proposed Public Offering: As soon as practicable after
the Registration Statement becomes effective under the Securities Act of 1933.

The title of the securities being registered are AIM Disciplined Equity Fund
Class Y shares and AIM Large Cap Growth Fund Class A and Class Y shares. No
filing fee is due in reliance on Section 24(f) of the Investment Company Act of
1940.

ATLANTIC WHITEHALL EQUITY INCOME FUND,
A PORTFOLIO OF ATLANTIC WHITEHALL FUNDS TRUST

4400 COMPUTER DRIVE
WESTBOROUGH, MASSACHUSETTS 01581-5120

July __, 2009

Dear Shareholder:

We are seeking your approval to combine your fund, the Atlantic Whitehall
Equity Income Fund (your "Fund") with the AIM Disciplined Equity Fund ("Buying
Fund") pursuant to an Agreement and Plan of Reorganization (the "Agreement").
Under the Agreement your Fund will sell all of its assets and accrued
liabilities to Buying Fund in exchange for shares of Buying Fund (the
"Reorganization"). At the closing of the Reorganization, you will receive shares
of Buying Fund and the shares of your Fund will be cancelled.

Stein Roe Investment Counsel, Inc. (also known as Atlantic Trust Private
Wealth Management), the investment adviser to the Fund, has concluded that the
Reorganization is appropriate and desirable. Your Board of Trustees has approved
the Reorganization and determined that the reorganization is in the best
interest of shareholders. The attached Proxy Statement and Prospectus seeks your
approval of the Reorganization.

We are also seeking your approval of an amendment to the Trust Instrument
of Atlantic Whitehall Funds Trust (the "Trust Instrument") that will permit the
Board of Trustees to liquidate and terminate your Fund without seeking
additional shareholder approval. If shareholders do not approve the
Reorganization, this amendment will enable your Board to liquidate your Fund
without incurring the expense of soliciting a second proxy and holding a second
shareholder meeting.

After careful consideration, the Board of Trustees of Atlantic Whitehall
Funds Trust has approved the Agreement and Reorganization as well as the
amendment to the Trust Instrument of Atlantic Whitehall Funds Trust. They
recommend that you vote FOR both proposals.

The enclosed Proxy Statement and Prospectus describes the Reorganization
and compares, among other things, the investment objectives and strategies,
operating expenses and performance history of your Fund and Buying Fund. The
enclosed materials also elaborate on the terms of the amendment to the Trust
Instrument. You should review these materials carefully.

Your vote is important. Please take a moment after reviewing the enclosed
materials to sign and return your proxy card in the enclosed postage paid return
envelope. If you attend the meeting, you may vote in person. If you expect to
attend the meeting in person, or have questions, please notify us by calling
(888) 605-1958. You may also vote by telephone or through a website established
for that purpose by following the instructions that appear on the enclosed proxy
card. If we do not hear from you after a reasonable amount of time, you may
receive a telephone call from our proxy solicitor, D.F. King & Co., Inc.,
reminding you to vote.

Sincerely,

Jeffrey S. Thomas
President

ATLANTIC WHITEHALL EQUITY INCOME FUND,
A PORTFOLIO OF ATLANTIC WHITEHALL FUNDS TRUST

4400 COMPUTER DRIVE
WESTBOROUGH, MASSACHUSETTS 01581-5120

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 14, 2009

We cordially invite you to attend our Special Meeting of Shareholders to:

1. Approve an Agreement and Plan of Reorganization under which all of the
assets the of the Atlantic Whitehall Equity Income Fund (the "Fund"), an
investment portfolio of Atlantic Whitehall Funds Trust ("Trust"), will be
transferred to the AIM Disciplined Equity Fund ("Buying Fund"), an investment
portfolio of AIM Equity Funds ("Buyer"). In exchange for the assets of the Fund,
Buying Fund will assume accrued liabilities of the Fund and will issue Class Y
shares of Buying Fund to the holders of Institutional Class shares of the Fund.

2. Approve an amendment to the Trust Instrument of Atlantic Whitehall Funds
Trust to authorize the Board of Trustees of Trust, in the event that the
Reorganization is not approved, to liquidate and terminate the Fund without
additional approval by Fund shareholders.

3. Transact any other business, not currently contemplated, that may
properly come before the Special Meeting, in the discretion of the proxies or
their substitutes.

We are holding the Special Meeting at 50 Rockefeller Plaza, 15th Floor, New
York, NY 10020 on September 14, 2009 at 10:30 a.m. Eastern Standard Time.

Shareholders of record as of the close of business on July 31, 2009 are
entitled to notice of, and to vote at, the Special Meeting or any adjournment of
the Special Meeting.

WE REQUEST THAT YOU EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
THE ACCOMPANYING PROXY CARD, WHICH IS BEING SOLICITED BY THE BOARD OF TRUSTEES
OF TRUST. YOU MAY ALSO VOTE BY TELEPHONE OR THROUGH A WEBSITE ESTABLISHED FOR
THAT PURPOSE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY MATERIALS. YOUR
VOTE IS IMPORTANT FOR THE PURPOSE OF ENSURING A QUORUM AT THE SPECIAL MEETING.
YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS EXERCISED BY EXECUTING AND
SUBMITTING A REVISED PROXY CARD, BY GIVING WRITTEN NOTICE OF REVOCATION TO THE
SECRETARY OF TRUST OR BY VOTING IN PERSON AT THE SPECIAL MEETING.

Gabrielle Bailey
Secretary

July __, 2009

QUESTIONS AND ANSWERS

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND
AND VOTE ON THE PROPOSALS

The following questions and answers provide an overview of the proposal to
reorganize the Atlantic Whitehall Equity Income Fund into the AIM Disciplined
Equity Fund and the proposal to amend the Trust Instrument of Atlantic Whitehall
Funds Trust to permit the Board of Trustees of the Atlantic Whitehall Equity
Income Fund to liquidate the Fund without additional approval by shareholders.
While we strongly encourage you to read the full text of the enclosed combined
proxy statement/prospectus (the "Proxy Statement/Prospectus"), we are also
providing you with a brief overview of the subjects of the shareholder vote.
Your vote is important.

Q. WHAT ARE SHAREHOLDERS OF THE ATLANTIC WHITEHALL EQUITY INCOME FUND BEING
ASKED TO VOTE UPON?

A. Atlantic Whitehall Equity Income Fund shareholders are being asked to vote
separately on the following two proposals.

Proposal 1 - shareholders are being asked to consider and approve an
Agreement and Plan of Reorganization ("Agreement") under which all of the assets
of the Atlantic Whitehall Equity Income Fund (the "Fund"), an investment
portfolio of Atlantic Whitehall Funds Trust ("Trust"), will be transferred to
the AIM Disciplined Equity Fund ("Buying Fund"), an investment portfolio of AIM
Equity Funds ("Buyer"). In exchange for the assets of the Fund, Buying Fund will
assume accrued liabilities of the Fund, the shares of the Fund that you own will
be cancelled and, in their place, you will receive shares of Buying Fund (the
"Reorganization").

Proposal 2 - shareholders are being asked to approve an amendment to the
Trust Instrument of Atlantic Whitehall Funds Trust that will permit the Board of
Trustees of Trust (the "Board"), in the event that the Reorganization is not
approved, to liquidate and terminate the Atlantic Whitehall Equity Income Fund
without approval by its shareholders (the "Amendment"). In a liquidation, your
Fund's assets would be converted to cash and, after paying or providing for your
Fund's expenses and liabilities, the proceeds would be distributed to
shareholders. The Board would consider liquidating and terminating the Fund only
if the Reorganization (Proposal 1) is not approved by shareholders.

Q. WHY HAS THE REORGANIZATION BEEN RECOMMENDED?

A. The Board recommends the Reorganization because it recognizes that continued
viability of the Fund as a stand-alone investment option is questionable due to
the substantial outflow of assets. The Board determined that the Reorganization
would be in the best interest of shareholders and that no dilution of value
would result to shareholders from the Reorganization. In making this
determination, the Board considered, among other things, the continuity of
portfolio management, the significant management resources, research
capabilities and fund distribution capabilities of Invesco Aim Advisors, Inc.
and its affiliates, the wide array of funds in the AIM Family of Funds(R) into
which shareholders could exchange their shares, the estimated expense ratios of
Buying Fund, the future prospects of the Fund if the Reorganization was not
effected and the anticipated tax-free nature of the Reorganization.

Q. HOW IS THE FUND PROPOSED TO BE REORGANIZED?

A. The Reorganization contemplates that Buying Fund will issue Class Y shares to
the Institutional Class shareholders of the Fund.

Q. WHAT IS THE ANTICIPATED TIMING OF THE REORGANIZATION?

A. A special meeting of shareholders is scheduled to occur on September 14, 2009
("Special Meeting"). If all necessary approvals are obtained, the proposed
Reorganization will likely take place immediately before the opening of business
on September 21, 2009.

Q. ARE THERE ANY SIGNIFICANT DIFFERENCES BETWEEN THE INVESTMENT OBJECTIVES AND
POLICIES OF THE FUND AND BUYING FUND OR THE PORTFOLIO MANAGERS OF THE TWO FUNDS?

A. Buying Fund is a newly organized fund that has been created for the purpose
of the Reorganization and will continue substantially the same investment
objective, policies and restrictions as your Fund. In addition, the portfolio
managers of your Fund and Buying Fund are the same individuals.

Q. ARE THERE ANY SIGNIFICANT DIFFERENCES IN THE ANNUAL FUND OPERATING EXPENSES
OF THE FUND AND BUYING FUND?

A. No. Based on the Fee Table found in the section entitled "Summary-Comparison
of Fees and Expenses," the pro forma net annual fund operating expenses are
actually 14 basis points less than the net annual fund operating expenses of
your Fund's Institutional Class shares. The Board of Trustees of Trust
considered the annual fund operating expenses of your Fund and Buying Fund
calculated as of November 30, 2008, as well as calculated as of February 28,
2009. For additional information on Board considerations see "Proposal 1 -
Additional Information About the Agreement -- Board Considerations."

Q. WILL THERE BE ANY SALES LOAD, COMMISSION OR OTHER TRANSACTIONAL FEE IN
CONNECTION WITH THE REORGANIZATION?

A. No. The full value of your shares of the Fund will be exchanged for shares of
Buying Fund without any sales load, commission or other transactional fee being
imposed.

Q. WHAT IF I DO NOT WISH TO PARTICIPATE IN THE REORGANIZATION?

A. If you do not wish to have your Fund shares exchanged for shares of Buying
Fund as part of the Reorganization, you may redeem your shares prior to the
consummation of the Reorganization. If you redeem your shares, and you hold
shares in a taxable account, you will recognize a taxable gain or loss based on
the difference between your tax basis in the shares and the amount you receive
for them.

Q. WHY ARE YOU SENDING ME THIS INFORMATION?

A. You are receiving this Proxy Statement/Prospectus because you own shares in
the Fund and have the right to vote on these very important Proposals concerning
your investment.

Q. WHAT EFFECT WILL THE REORGANIZATION HAVE ON ME AS A SHAREHOLDER OF THE FUND?

A. Immediately after the Reorganization, shareholders of the Fund will own Class
Y shares of Buying Fund that are equal in value to the shares of the Fund that
were held by those shareholders immediately prior to the closing of the
Reorganization.

Buying Fund will offer similar shareholder services as the Fund. The
following table identifies those service providers that service Buying Fund
which are different from the service providers that service your Fund:

YOUR FUND BUYING FUND
---------------------------------------- --------------------------------------

Adviser Stein Roe Investment Counsel, Inc. (also Invesco Aim Advisors, Inc.
known as Atlantic Trust Private Wealth
Management)
Sub-Advisers None See "Summary-Comparison of Management"
for a description of the role of
sub-advisors in providing investment
advice to Buying Fund.
Administrator PNC Global Investment Servicing Invesco Aim Advisors, Inc.
Transfer Agent PNC Global Investment Servicing Invesco Aim Investment Services, Inc.
Sub- Transfer Agent None Invesco Trimark
Distributor PFPC Distributors, Inc. Invesco Aim Distributors, Inc.
Auditor Ernst & Young LLP PricewaterhouseCoopers LLP

Q. WHAT WILL BE THE FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION?

A. Buying Fund and the Fund anticipate that the Reorganization will qualify as a
tax-free Reorganization. In connection with the closing of the Reorganization,
Buying Fund and your Fund expect to receive an opinion from Stradley Ronon
Stevens & Young, LLP to the effect that, on the basis of the existing provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), current
administrative rules and court decisions, the transactions contemplated by the
Agreement constitute a tax-free reorganization for federal income tax purposes
(although there can be no assurances that the Internal Revenue Service will
adopt a similar position).

Q. WILL THE REORGANIZATION TAKE PLACE IF IT IS DETERMINED TO BE TAXABLE?

A. It may. If Fund shareholders vote to approve the Reorganization and the
Reorganization is determined to be taxable to the Fund or its shareholders, then
the Boards of Trustees of the Fund and Buying Fund would each reevaluate whether
consummating the merger, despite it being taxable, remains in the best interest
of the shareholders of the Fund and Buying Fund. In the event that the Boards of
Trustees of the Fund and Buying Fund decide to proceed with the Reorganization,
shareholders will not be re-solicited and the Reorganization will proceed as
described in the Proxy Statement/Prospectus. If the tax status of the
Reorganization is not clear at the closing of the Reorganization, your Fund or
Buying Fund may either delay closing the Reorganization in order to seek clarity
from a law firm or the Internal Revenue Service regarding the tax status of the
Reorganization or decide not to proceed with the Reorganization at all.

Q. WHAT WILL HAPPEN IF SHAREHOLDERS FAIL TO APPROVE THE REORGANIZATION?

A. If the shareholders of the Fund do not approve the Reorganization, the Board
may consider other possible courses of action for the Fund, including
liquidation. If shareholders do not approve the Reorganization but do approve
the Amendment, the Board would be permitted to liquidate and terminate the Fund
without seeking shareholder approval. If neither the Reorganization nor the
Amendment is approved and the Board recommends liquidation of the Fund,
shareholders will again be solicited by a new proxy statement to vote on the
liquidation proposal.

Q. HOW DO THE TRUSTEES OF THE FUND RECOMMEND THAT I VOTE?

A. After careful consideration, the Trustees of the Fund recommend that you vote
"FOR" Proposal 1, the Reorganization, and Proposal 2, the Amendment. A summary
of the Trustees' considerations for Proposal 1 and Proposal 2 is provided in the
enclosed Combined Proxy Statement/Prospectus in the sections entitled "Proposal
1 - Additional Information About the Agreement -- Board Considerations" and
"Proposal 2 - Amendment to Trust Instrument - Board Considerations,"
respectively.

Q. WILL MY FUND PAY FOR THIS PROXY SOLICITATION OR FOR THE COSTS OF THE
REORGANIZATION?

A. No. The Fund will not bear these costs. Invesco Aim and Stein Roe will bear
all costs arising in connection with the Reorganization. However, both the Fund
and Buying Fund may incur brokerage fees and other transaction costs associated
with the disposition and/or purchase of securities in contemplation of or as a
result of the Reorganization. These fees and costs are reflected in the net
asset value of the Fund and Buying Fund, as applicable, as they are incurred.

If neither the Reorganization nor the Amendment is approved and the Board
determines liquidation to be the best course of action, it is possible that
shareholders may bear the cost of a separate proxy solicitation that seeks
shareholder approval to liquidate the Fund.

Q. WHAT IS THE REQUIRED VOTE TO APPROVE THE REORGANIZATION AND THE AMENDMENT?

A. Proposal 1 - Approval of the Reorganization, requires a 1940 Act Majority
vote, which is the lesser of (a) the affirmative vote of 67% or more of the
voting securities of your Fund present or represented by proxy at the Special
Meeting, if the holders of more than 50% of the outstanding voting securities of
your Fund are present or represented by proxy, or (b) the affirmative vote of
more than 50% of the outstanding voting securities of the Fund.

Proposal 2 - Approval of the Amendment requires the vote of a majority of
the issued and outstanding shares of your Fund voted in person or by proxy. A
quorum of shareholders is necessary to vote on Proposal 2. A quorum will exist
if shareholders entitled to vote one-third of the issued and outstanding shares
of your Fund on the record date, July 31, 2009 ("Record Date"), are present at
the Special Meeting in person or by proxy.

Q. HOW DO I VOTE MY SHARES?

A. For your convenience, there are several ways you can vote:

- Voting in Person: If you attend the Special Meeting, were the record
owner of your shares on the Record Date, and wish to vote in person,
we will provide you with a ballot prior to the vote. However, if your
shares were held in the name of your broker, bank or other nominee,
you are required to bring a letter from the nominee indicating that
you are the beneficial owner of the shares on the Record Date and
authorizing you to vote. The letter must also state whether before the
Special Meeting you authorized a proxy to vote for you and if so, how
you instructed such proxy to vote. Please call Trust at (800) 994-2533
if you plan to attend the Special Meeting.

proxy card) will vote your shares as you have directed. If you sign
your proxy card but do not make specific choices, your proxy will vote
your shares FOR Proposal 1, the Reorganization, and FOR Proposal 2,
the Amendment, as recommended by the Board, and in accordance with
management's recommendation on other matters. Your proxy will have the
authority to vote and act on your behalf at any adjournment of the
Special Meeting. If you authorize a proxy to vote for you, you may
revoke the authorization at any time before it is exercised by sending
in another proxy card with a later date or by notifying the Secretary
of Trust in writing to the address of Trust set forth on the cover
page of this Proxy Statement/Prospectus before the Special Meeting
that you have revoked your proxy. In addition, although merely
attending the Special Meeting will not revoke your proxy, if you are
present at the Special Meeting you may withdraw your proxy and vote in
person. Shareholders may also transact any other business not
currently contemplated that may properly come before the Special
Meeting in the discretion of the proxies or their substitutes.

- Voting by Telephone or the Internet: You may vote your shares by
telephone or through a website established for that purpose by
following the instructions that appear on the proxy card accompanying
this Proxy Statement/Prospectus.

Q. HOW MANY VOTES AM I ENTITLED TO CAST?

A. Shareholders of the Fund are entitled to one vote per share (with
proportionate voting for fractional shares) for each Proposal.

Q. WHOM SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY
STATEMENT/PROSPECTUS?

A. If you need any assistance, or have any questions regarding the Proposals or
how to vote your shares, please call Trust at (800) 994-2533 or call D.F. King &
Co., Inc., our proxy solicitor, at (888) 605-1958.

Q. MAY I SUBMIT A SHAREHOLDER PROPOSAL TO THIS SPECIAL MEETING?

A. As a general matter, Trust is not required, and does not intend, to hold a
regular annual meeting of shareholders. A shareholder who wishes to submit a
proposal for consideration for inclusion in Trust's proxy statement for the next
meeting of shareholders of Trust should send the shareholder's written proposal
to Trust's offices at 4400 Computer Drive, Westborough, Massachusetts
01581-5120, Attention: Secretary, in advance of such meeting, within a
reasonable time before Trust begins to print and mail its proxy materials in
order for the proposal to be considered for inclusion in Trust's proxy statement
and proxy card relating thereto, and presented at the meeting.

ATLANTIC WHITEHALL EQUITY INCOME FUND, AIM DISCIPLINED EQUITY FUND,
A PORTFOLIO OF A PORTFOLIO OF
ATLANTIC WHITEHALL FUNDS TRUST AIM EQUITY FUNDS
4400 COMPUTER DRIVE 11 GREENWAY PLAZA, SUITE 100
WESTBOROUGH, MASSACHUSETTS 01581-5120 HOUSTON, TEXAS 77046-1173
(800) 994-2533 (800) 959-4246

COMBINED PROXY STATEMENT AND PROSPECTUS
JULY ___, 2009

This document is a combined Proxy Statement and Prospectus ("Proxy
Statement/Prospectus"). We are sending you this Proxy Statement/Prospectus in
connection with the Special Meeting of Shareholders (the "Special Meeting") of
the Atlantic Whitehall Equity Income Fund. The Special Meeting will be held at
50 Rockefeller Plaza, 15th Floor, New York, NY 10020 on September 14, 2009 at
10:30 a.m. Eastern Standard Time. We intend to mail this Proxy
Statement/Prospectus, the enclosed Notice of Special Meeting of Shareholders and
the enclosed proxy card on or about August 14, 2009 to all shareholders entitled
to vote at the Special Meeting.

At the Special Meeting, we are asking shareholders of the Atlantic
Whitehall Equity Income Fund (your "Fund") to consider and approve two
proposals:

1. An Agreement and Plan of Reorganization (the "Agreement") that provides
for the reorganization of your Fund, an investment portfolio of Atlantic
Whitehall Funds Trust ("Trust"), with AIM Disciplined Equity Fund ("Buying
Fund"), an investment portfolio of AIM Equity Funds ("Buyer"), an investment
company registered under the Investment Company Act of 1940, as amended (the
"Reorganization"); and

2. An amendment to the Trust Instrument of Trust that will permit the Board
of Trustees to liquidate and terminate your Fund without approval by
shareholders (the "Amendment"). In a liquidation, your Fund's assets would be
converted to cash and, after paying or providing for your Fund's expenses and
liabilities, the proceeds would be distributed to shareholders. The Board would
consider liquidating your Fund only if the first proposal, the Reorganization,
is not approved by shareholders.

Under the Agreement, all of the assets of your Fund will be transferred to
Buying Fund, Buying Fund will assume accrued liabilities of your Fund and Buyer
will issue Class Y shares of Buying Fund to the holders of Institutional Class
shares of your Fund.

The value of your account with Buying Fund immediately after the
Reorganization will be the same as the value of your account with your Fund
immediately prior to the Reorganization. The Reorganization is anticipated to be
a tax-free transaction but may still proceed in the event it is not tax-free
(see the "Additional Information About the Agreement - Other Terms" section of
this Proxy Statement/Prospectus). No sales charges will be imposed in connection
with the Reorganization.

The Board of Trustees of Trust (the "Board") approved the Agreement and the
Reorganization and determined that it is in the best interests of your Fund and
its shareholders. The Board also approved the Amendment.

This Proxy Statement/Prospectus sets forth the information that you should
know before voting on the Reorganization and the Amendment. It is both the Proxy
Statement of your Fund and the Prospectus of Buying Fund. You should read and
retain this Proxy Statement/Prospectus for future reference.

The Prospectus of your Fund dated April 1, 2009, together with the related
Statement of Additional Information dated April 1, 2009 (together, the "Selling
Fund Prospectus"), are on file with the Securities and Exchange Commission (the
"SEC"). The Selling Fund Prospectus is incorporated by reference into this Proxy
Statement/Prospectus. The Prospectus of Buying Fund dated [July 14, 2009] (the
"Buying Fund Prospectus"), and the related Statement of Additional Information
dated [July 14, 2009], are on file with the SEC. The Buying Fund Prospectus is
incorporated by reference into this Proxy Statement/Prospectus and is attached
to this Proxy

Statement/Prospectus as Appendix II. The Statement of Additional Information
relating to the Reorganization dated July __, 2009 also is incorporated by
reference into this Proxy Statement/Prospectus. The SEC maintains a website at
www.sec.gov that contains the Prospectuses and Statements of Additional
Information described above, material incorporated by reference, and other
information about Trust and Buyer.

Copies of the Buying Fund Prospectus and the Prospectus of your Fund and
the related Statements of Additional Information are available without charge by
writing to Invesco Aim Distributors, Inc., 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173, or by calling (800) 959-4246. The annual report of
your Fund, incorporated by reference into the Statement of Additional
Information relating to the Reorganization, is available without charge by
writing to Trust at 4400 Computer Drive, Westborough, MA 01580-5120 or by
calling Trust at (800) 994-2533. Additional information about your Fund and
Buying Fund may be obtained on the Internet at www.atlantictrust.com/awf and
www.invescoaim.com, respectively.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

PAGE
----

PROPOSAL 1............................................................... 1
SUMMARY.................................................................. 1
The Reorganization.................................................... 1
Comparison of Investment Objectives and Principal Strategies.......... 2
Comparison of Performance............................................. 4
Comparison of Management.............................................. 7
Comparison of Sales Charges........................................... 8
Comparison of Distribution............................................ 8
Comparison of Purchase and Redemption Procedures...................... 8
Comparison of Exchange Privileges..................................... 9
Comparison of Timing of Distributions................................. 9
RISK FACTORS............................................................. 9
Comparison of Risks Associated with your Fund and Buying Fund......... 9
INFORMATION ABOUT BUYING FUND............................................ 10
Description of Buying Fund Shares..................................... 10
Other Service Providers............................................... 11
ADDITIONAL INFORMATION ABOUT THE AGREEMENT............................... 11
Terms of the Reorganization........................................... 11
The Reorganization.................................................... 11
Board Considerations.................................................. 12
Other Terms........................................................... 13
Federal Income Tax Consequences....................................... 14
Accounting Treatment.................................................. 16
RIGHTS OF SHAREHOLDERS................................................... 16
CAPITALIZATION........................................................... 16
LEGAL MATTERS............................................................ 17
ADDITIONAL INFORMATION ABOUT BUYING FUND AND YOUR FUND................... 17
INFORMATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION............ 17
PENDING LITIGATION....................................................... 18
PROPOSAL 2............................................................... 18
AMENDMENT TO TRUST INSTRUMENT............................................ 18
INFORMATION ABOUT THE SPECIAL MEETING AND VOTING......................... 19
Proxy Statement/Prospectus............................................ 19
Quorum Requirement and Adjournment.................................... 19
Proxy Solicitation.................................................... 20
Other Matters......................................................... 20

Ownership of Shares................................................... 20
Security Ownership of Management and Trustees......................... 20

Exhibits and Appendices

EXHIBIT A...... Outstanding Institutional Class Shares of Your Fund on Record Date
EXHIBIT B...... Ownership of Shares of Your Fund
EXHIBIT C...... Security Ownership of Management
APPENDIX I..... Agreement and Plan of Reorganization
APPENDIX II.... Prospectus of Buying Fund

THE AIM FAMILY OF FUNDS, AIM AND DESIGN, AIM, AIM FUNDS, AIM FUNDS AND
DESIGN, AIM INVESTMENTS, AIM INVESTOR, AIM LIFETIME AMERICA, AIM LINK, AIM
INSTITUTIONAL FUNDS, AIMFUNDS.COM, LA FAMILIA AIM DE FONDOS, LA FAMILIA AIM DE
FONDOS AND DESIGN, INVIERTA CON DISCIPLINA, INVEST WITH DISCIPLINE, THE AIM
COLLEGE SAVINGS PLAN, AIM SOLO 401(K), AIM INVESTMENTS AND DESIGN AND YOUR
GOALS. OUR SOLUTIONS. ARE REGISTERED SERVICE MARKS AND AIM BANK CONNECTION, AIM
INTERNET CONNECT, AIM PRIVATE ASSET MANAGEMENT, AIM PRIVATE ASSET MANAGEMENT AND
DESIGN, AIM STYLIZED AND/OR DESIGN, AIM ALTERNATIVE ASSETS AND DESIGN, AND
MYAIM.COM ARE SERVICE MARKS OF INVESCO AIM MANAGEMENT GROUP, INC. AIM TRIMARK IS
A REGISTERED SERVICE MARK OF INVESCO AIM MANAGEMENT GROUP, INC. AND INVESCO
TRIMARK LTD.

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Proxy Statement/Prospectus or related solicitation materials on file with the
Securities and Exchange Commission, and you should not rely on such other
information or representations.

PROPOSAL 1

APPROVAL OF THE AGREEMENT

TO COMBINE YOUR FUND AND BUYING FUND

SUMMARY

The Board, including the independent trustees, after determining that the
Reorganization is in the best interest of your Fund and that the interests of
the shareholders of your Fund will not be diluted as a result of the
Reorganization, has recommended that you vote in favor of the Reorganization.
Your Fund and Buying Fund have substantially similar investment objectives and
strategies. Buying Fund is a new fund created for the purpose of accepting your
Fund's assets and assuming its accrued liabilities. Both your Fund and Buying
Fund seek long-term capital appreciation and current income by investing at
least 80% of their assets in a diversified portfolio of common stocks of
publicly-traded U.S. companies. In addition, both your Fund and Buying Fund are
managed by the same portfolio managers. For additional information concerning
the factors the Board considered in approving the Reorganization, see
"Additional Information About the Agreement -- Board Considerations."

The following summary discusses some of the key features of the
Reorganization and highlights certain similarities and differences between your
Fund and Buying Fund. This summary is not complete and does not contain all of
the information that you should consider before voting on whether to approve the
Agreement. For more complete information, please read this entire Proxy
Statement/Prospectus.

THE REORGANIZATION

The Reorganization will result in the combination of your Fund with Buying
Fund. Your Fund is a series of Trust, a Delaware statutory trust. Buying Fund is
a series of Buyer, also a Delaware statutory trust.

If shareholders of your Fund approve the Agreement and other closing
conditions are satisfied, all of the assets of your Fund will be transferred to
Buying Fund, Buying Fund will assume accrued liabilities of your Fund, and Buyer
will issue Class Y shares of Buying Fund to the holders of Institutional Class
shares of your Fund. For a description of certain of the closing conditions that
must be satisfied, see "Additional Information About the Agreement -- Other
Terms."

The shares of Buying Fund issued in the Reorganization will have an
aggregate net asset value equal to the net value of the assets of your Fund
transferred to Buying Fund. The value of your account with Buying Fund
immediately after the Reorganization will be the same as the value of your
account with your Fund immediately prior to the Reorganization. A copy of the
Agreement is attached as Appendix I to this Proxy Statement/Prospectus. See
"Additional Information About the Agreement."

We anticipate that the Reorganization will be tax-free for Federal income
tax purposes. Should this be the case, Trust and Buyer will receive an opinion
of Stradley Ronon Stevens & Young, LLP to the effect that the Reorganization
will constitute a tax-free reorganization for Federal income tax purposes and
shareholders will not have to pay additional Federal income tax as a result of
the Reorganization. See "Additional Information About the Agreement -- Federal
Income Tax Consequences." If Fund shareholders vote to approve the
Reorganization and the Reorganization is determined to be taxable to your Fund
or its shareholders, then the Boards of Trustees of your Fund and Buying Fund
would each reevaluate whether consummating the merger, despite it being taxable,
remains in the best interest of the shareholders of your Fund and Buying Fund.
In the event that the Boards of Trustees of your Fund and Buying Fund decide to
proceed with the Reorganization, shareholders will not be re-solicited and the
Reorganization will proceed as described in this Proxy Statement/Prospectus. If
the tax status of the Reorganization is not clear at the closing of the
Reorganization, your Fund or Buying Fund may either delay closing the
Reorganization in order to seek clarity from a law firm or the Internal Revenue
Service regarding the tax status of the Reorganization or decide not to proceed
with the Reorganization at all.

No sales charges will be imposed in connection with the Reorganization.

COMPARISON OF INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES

The chart below provides a summary for comparison purposes of the
investment advisor and sub-advisors, portfolio managers, investment objectives
and principal investment strategies of your Fund and Buying Fund. You can find
more detailed information about the investment objectives, strategies and other
investment policies of your Fund and Buying Fund in the Selling Fund Prospectus
and the Buying Fund Prospectus, respectively.

ATLANTIC WHITEHALL EQUITY INCOME FUND AIM DISCIPLINED EQUITY FUND
(YOUR FUND) (BUYING FUND)
----------------------------------------------- -----------------------------------------------

INVESTMENT ADVISOR Stein Roe Investment Counsel, Inc. (also known Invesco Aim Advisors, Inc. ("Invesco Aim")
as Atlantic Trust Private Wealth Management)
("Stein Roe").

PORTFOLIO MANAGERS Messrs. Doug Rogers and Paul McPheeters are the Messrs. Doug Rogers and Paul McPheeters are
lead portfolio managers of your Fund. primarily responsible for the day-to-day
management of Buying Fund.

INVESTMENT SUB-ADVISORS None - Invesco Asset Management Deutschland GmbH

- Invesco Asset Management Limited

- Invesco Asset Management (Japan) Limited

- Invesco Austraila Limited

- Invesco Global Asset Management (N.A.),
Inc.

- Invesco Hong Kong Limited

- Invesco Institutional (N.A.), Inc.

- Invesco Senior Secured Management, Inc.

- Invesco Trimark Ltc.

See "Summary-Comparison of Management" for a
description of the role of sub-advisors in
providing investment advice to Buying Fund.

INVESTMENT OBJECTIVES Long-term capital appreciation and current Long-term capital appreciation and current
income income

INVESTMENT STRATEGIES - Intends to invest at least 80% of its - Intends to invest at least 80% of its
assets in a diversified portfolio of assets in a diversified portfolio of
common stocks of publicly-traded, U.S. common stocks of publicly-traded, U.S.
companies. companies.

- May also invest in convertible securities - May also invest in convertible securities
of any publicly traded company, the equity of any publicly traded company, the equity
securities of foreign companies (if traded securities of foreign companies and
"over-the-counter") and American American Depositary Receipts
depositary receipts.

- May also invest in debt securities, - May also invest in debt securities,
including lower quality debt securities. including lower quality debt securities.

- Pursues its objective by normally - Pursues its objective by normally

investing in common stocks that generate investing in common stocks that generate
strong cash flow and are available at strong cash flow and are available at
attractive valuations. attractive valuations.

- Seeks a yield for its shareholders - Seeks a yield for its shareholders that
that exceeds the yield on the securities exceeds the yield on the securities
comprising the S&P 500(R) Index. comprising the S&P(R) 500 Index.

- Not restricted to investing in - Not restricted to investing in particular
particular sectors or in stocks within a sectors or in stocks within a market
market capitalization range, but will tend capitalization range, but will tend toward
toward large-cap companies. large-cap companies.

- The investment adviser emphasizes a - The investment advisor emphasizes a
bottom-up, fundamental stock selection bottom-up, fundamental stock selection
that focuses on companies that can that focuses on companies that can
consistently deliver strong cash flow consistently deliver strong cash flow
growth and return on invested capital. The growth and return on invested capital. The
investment adviser also looks to invest in investment adviser also looks to invest in
companies with a proven track record of companies with a proven track record of
solid business execution because it solid business execution because it
believes that such a history is an believes that such a history is an
indication of the value of the underlying indication of the value of the underlying
franchise or market position. These franchise or market position. These
companies typically have a proprietary companies typically have a proprietary
product or business approach that allows product or business approach that allows
them to be leaders within their respective them to be leaders within their respective
industries. In addition, the investment industries. In addition, the investment
adviser emphasizes diversification in adviser emphasizes diversification in
terms of sector exposure as well as the terms of sector exposure as well as the
number of securities held, and normally number of securities held, and normally
expects low turnover of holdings. expects low turnover of holdings.

- Typically maintains a portion of its
assets in cash, which is generally
invested in money market funds advised by
the advisor.

- May take a temporary defensive position - May take a temporary defensive position
and invest up to 100% of its assets in when it receives unusually large
fixed income securities, money market redemption requests, or if there are
securities, certificates of deposit, inadequate investment opportunities due to
bankers' acceptances, commercial paper or adverse market, economic, political or
in equity securities which in the other conditions.
investment adviser's opinion are more
conservative than the types of securities
in which the Fund typically invests.

- The fund is diversified. - The fund is diversified.

COMPARISON OF PERFORMANCE

Buying Fund is a new fund created for the purpose of acquiring your Fund's
assets and assuming its accrued liabilities. As such, Buying Fund does not have
any operating history or performance information. Because the same portfolio
managers that manage your Fund will also manage Buying Fund using substantially
similar investment strategies as your Fund, shown below are the average annual
total returns for the periods indicated for your Fund. The table provides an
indication of the risks of investing in your Fund. The table compares the
performance of Institutional Class shares of your Fund to that of a broad-based
securities market index. The index may not reflect payment of fees, expenses or
taxes. Your Fund and Buying Fund are not managed to track the performance of any
particular index, including the index shown below, and consequently, the
performance of your Fund and Buying Fund may deviate significantly from the
performance of the index shown below. Past performance (before and after taxes)
is not necessarily an indication of future performance. For more information
regarding the total return of your Fund, see the "Financial Highlights" section
of the Selling Fund Prospectus, which has been made a part of this Proxy
Statement/Prospectus by reference.

AVERAGE ANNUAL TOTAL RETURNS

SINCE INCEPTION
(FOR THE PERIODS ENDED DECEMBER 31, 2008) 1 YEAR INCEPTION DATE
----------------------------------------- ------ --------- --------

YOUR FUND INSTITUTIONAL CLASS 12/1/05
Return Before Taxes -32.22% -6.47%
Return After Taxes on Distributions -32.40% -7.05%
Return After Taxes on Distributions and -20.71% -5.26%
Sale of Fund Shares
S&P 500(R) Index(1) -36.99 -8.13%(2)

----------

After-tax returns are calculated using the historical highest individual federal
marginal income tax rates and do not reflect the impact of state and local
taxes. Actual after-tax returns depend on an investor's tax situation and may
differ from those shown, and after-tax returns shown are not relevant to
investors who hold their fund shares through tax-deferred arrangements, such as
401(k) plans or individual retirement accounts.

(1) The Standard and Poor's 500 Index (S&P 500(R) Index) is a market
capitalization-weighted index covering all major areas of the U.S. economy.
It is not the 500 largest companies, but rather the most widely held 500
companies chosen with respect to market size, liquidity, and their
industry. The index is unmanaged and does not incur the fees associated
with a mutual fund, such as investment management and fund administration
fees. The index does not reflect deductions for fees, expenses or taxes.

(2) Index data is computed from November 30, 2005.

COMPARISON OF FEES AND EXPENSES

Fee Table

This table compares the shareholder fees and annual operating expenses,
expressed as a percentage of net assets ("Expense Ratios"), of Institutional
Class shares of your Fund and Class Y shares of Buying Fund. Pro forma combined
expense ratios of Buying Fund giving effect to the Reorganization are also
provided.

ATLANTIC WHITEHALL EQUITY AIM DISCIPLINED EQUITY AIM DISCIPLINED EQUITY FUND
INCOME FUND FUND BUYING FUND
YOUR FUND BUYING FUND PRO FORMA COMBINED
(AS OF 11/30/08) (AS OF 11/30/08) (AS OF 11/30/08)
INSTITUTIONAL CLASS CLASS Y CLASS Y
SHARES SHARES SHARES
------------------------- ---------------------- ---------------------------

SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Charge (Load)
Imposed on Purchase
(as a percentage of offering
price) None None None

Maximum Deferred Sales Charge
(as a percentage of original
purchase price or redemption
proceeds, as applicable) None None None

Redemption/Exchange Fee (as a
percentage of amount
redeemed/exchanged) None None None

ANNUAL FUND OPERATING
EXPENSES (1)
(expenses that are deducted
from fund assets)

Management fees 0.85% 0.70% 0.70%

Distribution and/or Service
(12b-1) Fees None None None

Other Expenses(2) 0.19% 0.21% 0.21%

Acquired Fund Fees and 0.01% 0.00% 0.00%
Expenses(3)

Total Annual Fund Operating 1.05%(5) 0.91% 0.91%
Expenses(4)

(1) There is no guarantee that actual expenses will be the same as those shown
in the table.

(2) Your Fund is estimated to incur approximately $33,000 in connection with
the Reorganization and Buying Fund will incur approximately $31,000 in
connection with the Reorganization. Invesco Aim and Stein Roe will pay 100%
of these costs. These reorganization expenses have not been reflected in
the table above.

(3) Acquired fund fees and expenses are not fees or expenses incurred by the
fund directly, but are expenses of the investment companies in which the
fund invests. You incur these fees and expenses indirectly through the
valuation of the fund's investment in those investment companies. As a
result, the Total Annual Fund Operating Expenses listed above may exceed
the expense limit numbers reflected below in footnote 5. The impact of the
acquired fund fees and expenses are included in the total returns of the
fund.

(4) Total Annual Fund Operating Expenses for Class Y shares are based on
estimated amounts for the current fiscal year.

waivers and/or reimbursements made are subject to recoupment by the adviser
within the following three years after such waiver or reimbursement, to the
extent such recoupment by the adviser would not cause total operating
expenses of your Fund to exceed any current expense limitations.

Expense Example

This Example is intended to help you compare the costs of investing in
different classes of your Fund and Buying Fund with the cost of investing in
other mutual funds. Pro forma combined costs of investing in different classes
of Buying Fund giving effect to the reorganization of your Fund into Buying Fund
are also provided. All costs are based upon the information set forth in the Fee
Table above.

The Example assumes that you invest $10,000 for the time periods indicated
and shows the expenses that you would pay if you redeem all of your shares at
the end of those time periods. The Example also assumes that your investment has
a 5% return each year and that the operating expenses remain the same. The
Example reflects fee waivers and/or expense reimbursements that are contractual,
if any, but does not reflect voluntary fee waivers and/or expense
reimbursements. To the extent fees are waived and/or expenses are reimbursed on
a voluntary basis, your expenses will be lower. Although your actual returns and
costs may be higher or lower, based on these assumptions your costs would be:

YOUR FUND INSTITUTIONAL CLASS SHARES--BUYING FUND CLASS Y SHARES

You would pay the following expenses if you redeemed your shares:

One Three Five Ten
Year Years Years Years
---- ----- ----- ------

ATLANTIC WHITEHALL EQUITY INCOME FUND (YOUR FUND)
Institutional Class.................................. $107 $334 $579 $1,283
AIM DISCIPLINED EQUITY FUND (BUYING FUND)
Class Y.............................................. $ 93 $290 $504 $1,120
AIM DISCIPLINED EQUITY FUND (BUYING FUND) - PRO FORMA
COMBINED
Class Y.............................................. $ 93 $290 $504 $1,120

THE EXAMPLE IS NOT A REPRESENTATION OF PAST OR FUTURE EXPENSES. YOUR FUND'S
AND BUYING FUND'S ACTUAL EXPENSES, AND AN INVESTOR'S DIRECT AND INDIRECT
EXPENSES, MAY BE MORE OR LESS THAN THOSE SHOWN. THE TABLE AND THE ASSUMPTION IN
THE EXAMPLE OF A 5% ANNUAL RETURN ARE REQUIRED BY REGULATIONS OF THE SEC
APPLICABLE TO ALL MUTUAL FUNDS. THE 5% ANNUAL RETURN IS NOT A PREDICTION OF AND
DOES NOT REPRESENT YOUR FUND'S OR BUYING FUND'S PROJECTED OR ACTUAL PERFORMANCE.

THE ACTUAL EXPENSES ATTRIBUTABLE TO EACH CLASS OF A FUND'S SHARES WILL
DEPEND UPON, AMONG OTHER THINGS, THE LEVEL OF AVERAGE NET ASSETS AND THE EXTENT
TO WHICH A FUND INCURS VARIABLE EXPENSES, SUCH AS TRANSFER AGENCY COSTS.

COMPARISON OF MANAGEMENT

Currently, the portfolio managers for both your Fund and Buying Fund are
Messrs. Doug Rogers and Paul McPheeters. Mr. Rogers has been responsible for
your Fund since its inception on December 1, 2005. He has been associated with
Stein Roe and/or Invesco Aim since 1999. Mr. McPheeters has also been
responsible for your Fund since its inception (except for the first five months
of 2006). Mr. McPheeters has been associated with Stein Roe and/or Invesco Aim
from 1997 thru 2005 and again from 2006 to the present.

March 31, 2009, Stein Roe managed approximately $5.89 billion in assets of
ATPWM's $12.98 billion in assets. During the fiscal year ended November 30,
2008, Stein Roe received 0.85%, net of applicable fee waivers and inclusive of
any applicable recoupment, for providing investments advisory services to your
Fund.

Stein Roe and Invesco Aim are both wholly-owned subsidiaries of Invesco,
Ltd.

Invesco Aim has entered into a Master Intergroup Sub-Advisory Contract (the
"Sub-advisory Agreement") with certain affiliates to serve as sub-advisors to
Buying Fund. Pursuant to the Sub-advisory Agreement, affiliated sub-advisors may
be appointed by Invesco Aim from time to time to provide discretionary
investment management services, investment advice, and/or order execution
services to Buying Fund. These affiliated sub-advisors, each of which is a
registered investment advisor under the Investment Advisers Act of 1940 are:

- Invesco Asset Management Deutschland GmbH;

- Invesco Asset Management Limited;

- Invesco Asset Management (Japan) Limited;

- Invesco Australia Limited;

- Invesco Global Asset Management (N.A.), Inc.;

- Invesco Hong Kong Limited;

- Invesco Institutional (N.A.), Inc.;

- Invesco Senior Secured Management, Inc.; and

- Invesco Trimark Ltd.

COMPARISON OF SALES CHARGES

Your Fund offers Institutional Class shares, which are not subject, at any
time, to an initial sales charge or a CDSC. In connection with the
Reorganization, you will receive Class Y shares of Buying Fund. Class Y shares
are not subject to an initial sales charge or CDSC.

COMPARISON OF DISTRIBUTION

Shares of your Fund are distributed by PFPC Distributors, Inc. and Buying
Fund shares are distributed by Invesco Aim Distributors, Inc. ("Invesco Aim
Distributors"), a registered broker-dealer and wholly owned subsidiary of
Invesco Aim.

COMPARISON OF PURCHASE AND REDEMPTION PROCEDURES

The purchase and redemption procedures of your Fund and Buying Fund are
substantially the same. Orders for the purchase and redemption of shares of your
Fund and Buying Fund are effected after such order is received in good form.
Shares can be purchased from both Funds by mail or wire. Orders for your Fund
are placed with Trust, directly or through a financial intermediary, c/o its
transfer agent, PNC Global Investment Servicing, and orders for Buying Fund are
placed with Buyer's transfer agent, Invesco Aim Investment Services, Inc.,
directly or through a financial intermediary.

Shareholders of both Funds may redeem shares by mail or by wire.
Additionally, shares of Buying Fund may be redeemed over the internet.
Generally, both Funds forward redemption proceeds within one day, with certain
limited exceptions. Your Fund makes redemptions in cash, subject to certain
exceptions. Buying Fund reserves the right, in its sole discretion, to determine
whether to satisfy redemption requests by making payment in securities or other
property (also known as a redemption in kind).

Neither your Fund nor Buying Fund are subject to a redemption fee.

For additional information regarding the purchase and redemption procedures
of your Fund and Buying Fund, see the Selling Fund Prospectus and the Buying
Fund Prospectus, respectively.

COMPARISON OF EXCHANGE PRIVILEGES

Your Fund offers you the ability to exchange your shares of the Fund for
shares of the same class of one or more of the four other mutual funds in the
Atlantic Whitehall family of funds, subject to certain limits and minimum
exchange amounts. Buying Fund offers its shareholders the ability to exchange
their shares for shares of the same class of one or more of the 73 other funds
in the AIM Family of Funds(R), subject to certain limits and exceptions. For
additional information regarding exchange privileges of your Fund and Buying
Fund see, the Selling Fund Prospectus and the Buying Fund Prospectus,
respectively.

COMPARISON OF TIMING OF DISTRIBUTIONS

It is the policy of your Fund and Buying Fund to declare and pay dividends
from net investment income, if any, annually. Both Funds generally declare and
pay capital gains distributions, if any, annually but may declare and pay
capital gains distributions more than once per year as permitted by law.

RISK FACTORS

COMPARISON OF RISKS ASSOCIATED WITH YOUR FUND AND BUYING FUND

The risks associated with an investment in your Fund are substantially
similar to those of Buying Fund because the two funds have similar investment
objectives and investment strategies and, consequently, invest in similar
securities. The following is a discussion of the principal risks associated with
your Fund and Buying Fund.

There is a risk that you could lose all or a portion of your investment and
that the income you may receive from your investment may vary. The value of your
investment will rise and fall with the prices of the securities in which a fund
invests.

The principal risks of investing in your Fund and Buying Fund, which could
adversely affect the net asset value, yield and total return are market risk,
value investing risk, equity securities risk, foreign securities risk, market
capitalization risk, convertible securities risk, interest rate risk, credit
risk and management risk. Additional principal risks of your Fund and Buying
Fund include:

Market Risk: The prices of and the income generated by securities held by
the fund may decline in response to certain events, including those
directly involving the companies whose securities are owned by the fund;
general economic and market conditions; regional or global economic
instability; and currency and interest rate fluctuations.

Value Investing Risk: Value stocks can react differently to issuer,
political, market and economic developments than the market as a whole and
other types of stocks. In addition, market performance tends to be cyclical
and, during various cycles, value stocks may be out-of-favor with many
investors and can continue to be undervalued for long periods of time and
may not ever realize their full value.

Equity Securities Risk: The prices of equity securities change in response
to many factors including the historical and prospective earnings of the
issuer, the value of its assets, general economic conditions, interest
rates, investor perceptions, and market liquidity.

Foreign Securities Risk: The dollar value of the fund's foreign investments
will be affected by changes in the exchange rates between the dollar and
the currencies in which those investments are traded. The value of the
fund's foreign investments may be adversely affected by political and
social instability in their home countries, by changes in economic or
taxation policies in those countries, or by the difficulty in enforcing
obligations in those countries. Foreign companies generally may be subject
to less stringent regulations than U.S. companies, including financial
reporting requirements and auditing and accounting controls. As a result,
there generally is less publicly available information about foreign
companies than about U.S.

companies. Trading in many foreign securities may be less liquid and more
volatile than U.S. securities due to the size of the market or other
factors. Investments in American Depositary Receipts also present many of
the same risks as foreign securities.

Market Capitalization Risk: Stocks fall into three broad market
capitalization categories - large, medium and small. Investing primarily in
one category carries the risk that, due to current market conditions, that
category may be out of favor with investors. Small and mid-sized companies
tend to be more vulnerable to adverse developments and more volatile than
larger companies. Investments in small and mid-sized companies may involve
special risks, including those associated with dependence on a small
management group, little or no operating history, little or no track record
of success, and limited product lines, markets and financial resources.
Also, there may be less publicly available information about the issuers of
the securities or less market interest in such securities than in the case
of large companies, each of which can cause significant price volatility.
The securities of small and mid-sized companies may be illiquid, restricted
as to resale, or may trade less frequently and in smaller volume than more
widely held securities, which may make it difficult for the fund to
establish or close out a position in these securities at prevailing market
prices.

Convertible Securities Risk: The value of convertible securities in which
the fund may invest also will be affected by market interest rates, the
risk that the issuer may default on interest or principal payments and the
value of the underlying common stock into which these securities may be
converted. Specifically, since these types of securities pay fixed interest
dividends, their value may fall if market interest rates rise and rise if
market interest rates fall. Additionally, an issuer may have the right to
buy back certain of the convertible securities at a time and a price that
is unfavorable to the fund.

Interest Rate Risk: Interest rate risk refers to the risk that bond prices
generally fall as interest rates rise; conversely, bond prices generally
rise as interest rate fall. Specific bond differ in their sensitivity to
changes in interest rates depending on specific characteristics of each
bond. A measure investors usually use to determine this sensitivity is
called duration. The longer the duration of a particular bond, the greater
is its price sensitivity to interest rate changes. Similarly, a longer
duration portfolio of securities has greater price sensitivity. Duration is
determined by a number of factors including coupon rate, whether the coupon
is fixed or floating, time to maturity, call or put features, and various
repayment features.

Credit Risk: Credit risk is the risk of loss on an investment due to the
deterioration of an issuer's financial health. Such a deterioration of
financial health may result in a reduction of the credit rating of the
issuer's securities and may lead to the issuer's inability to honor its
contractual obligations including making timely payment of interest and
principal. Credit ratings are a measure of credit quality. Although a
downgrade or upgrade of a bond's credit ratings may or may not affect its
price, a decline in credit quality may make bonds less attractive, thereby
driving up the yield on the bond and driving down the price. Declines in
credit quality may result in bankruptcy for the issuer and permanent loss
of investment.

Management Risk: There is no guarantee that the investment techniques and
risk analyses used by the fund's portfolio managers will produce the
desired results.

For more information on the risks associated with Buying Fund, see the
"Investment Strategies and Risks" section of Buying Fund's Statement of
Additional Information. See the cover page of the Proxy Statement/Prospectus for
a description of how you can obtain a copy of the Statement of Additional
Information.

INFORMATION ABOUT BUYING FUND

DESCRIPTION OF BUYING FUND SHARES

Shares of Buying Fund are redeemable at their net asset value at the option
of the shareholder or at the option of Buyer in certain circumstances. Each
share of Buying Fund represents an equal proportionate interest in Buying Fund
with each other share and is entitled to such dividends and distributions out of
the income belonging to Buying Fund as are declared by the Board of Buyer. Each
share of Buying Fund generally has the same or similar voting, dividend,
liquidation and other rights. When issued and paid for in accordance with the
Buying Fund

Prospectus, shares of Buying Fund are fully paid and nonassessable, have no
preemptive or subscription rights, and are freely transferable.

OTHER SERVICE PROVIDERS

Invesco Aim Distributors, Inc., P.O. Box 4739, Houston, Texas 77210, serves
as Buying Fund's distributor. Invesco Aim Advisors, Inc. serves as Buying Fund's
administrator.

ADDITIONAL INFORMATION ABOUT THE AGREEMENT

TERMS OF THE REORGANIZATION

The terms and conditions under which the Reorganization may be consummated
are set forth in the Agreement. Significant provisions of the Agreement are
summarized below; however, this summary is qualified in its entirety by
reference to the Agreement, a copy of which is attached as Appendix I to this
Proxy Statement/Prospectus.

THE REORGANIZATION

Consummation of the Reorganization (the "Closing") is expected to occur on
or about September 21, 2009, at 8:00 a.m. Eastern Standard Time (the "Effective
Time") on the basis of values calculated as of the close of regular trading on
the New York Stock Exchange on September 18, 2009 (the "Valuation Date"). At the
Effective Time, all of the assets of your Fund will be delivered to Buyer's
custodian for the account of Buying Fund in exchange for the assumption by
Buying Fund of accrued liabilities of your Fund and delivery by Buyer directly
to the holders of record as of the Effective Time of the issued and outstanding
Institutional Class shares of your Fund of a number of Class Y shares of Buying
Fund (including, if applicable, fractional shares rounded to the nearest
thousandth), having an aggregate net asset value equal to the value of the net
assets of your Fund so transferred, assigned and delivered, all determined and
adjusted as provided in the Agreement. Upon delivery of such assets, Buying Fund
will receive good and marketable title to such assets free and clear of all
liens.

In order to ensure continued qualification of your Fund for treatment as a
"regulated investment company" for tax purposes and to eliminate any tax
liability of your Fund arising by reason of undistributed investment company
taxable income or net capital gain, Trust will declare on or prior to the
Valuation Date to the shareholders of your Fund a dividend or dividends that,
together with all previous such dividends, shall have the effect of distributing
(a) all of your Fund's investment company taxable income (determined without
regard to any deductions for dividends paid) for the taxable year ended November
30, 2008 and for the short taxable year beginning on December 1, 2008 and ending
on the date of the Closing and (b) all of your Fund's net capital gain
recognized in its taxable year ended November 30, 2008 and in such short taxable
year (after reduction for any capital loss carryover).

Buying Fund will proceed with the Reorganization if the shareholders of
your Fund approve the Agreement and if all of the closing conditions of Trust
and Buyer set forth in the Agreement are satisfied (or waived by Trust or Buyer,
as applicable). For a description of the vote required to approve the Agreement,
see "Information About the Special Meeting and Voting - Vote Necessary to
Approve the Proposal."

Following receipt of the requisite shareholder vote and as soon as
reasonably practicable after the Closing, Trust will cancel the outstanding
shares of your Fund from shareholders in accordance with Trust's governing
documents, including Trust Instrument and By-Laws, and the Delaware Statutory
Trust Act.

If shareholders of your Fund do not approve the Agreement or if the
Reorganization does not otherwise close, Stein Roe and the Board of Trust may
consider alternatives to the Reorganization, which may include the termination
and liquidation of your Fund.

BOARD CONSIDERATIONS

Stein Roe proposed, and the Board considered, the Reorganization at
in-person meetings of the Board held on January 28, 2009, and April 29, 2009,
and at a special telephonic meeting of the Board held on January 23, 2009.
During the meetings, the Board carefully considered the Reorganization and
various other alternatives for your Fund that were identified by Stein Roe,
including, among other things, leaving your Fund unchanged and liquidating and
terminating your Fund. The Board noted that your Fund's net assets have declined
substantially as a result of market activity and net redemptions, which raised
questions about your Fund's continued viability as a stand-alone investment
option. The Board considered that the Reorganization of your Fund into Buying
Fund should provide shareholders with the options of (i) transferring their
investment to a similar Fund on a tax-free basis in the Reorganization or (ii)
redeeming their investment, which may have tax consequences for them. The Board
was aware, however, that the Reorganization could be deemed to be taxable to
your Fund or its shareholders and still proceed. In contrast, the Board noted
that liquidating and terminating your Fund would provide shareholders with only
one option that may have adverse tax consequences for them.

After fully evaluating and weighing the benefits and detriments of the
Reorganization and other alternatives identified by Stein Roe, the Board
determined that the Reorganization is the best alternative for your Fund at this
time. The Board also determined that the Reorganization is advisable and is in
the best interests of your Fund and will not dilute the interests of Fund
shareholders.

Anticipated benefits to shareholders

The Board approved the Agreement and the Reorganization based on the
following anticipated benefits to shareholders:

- The Board noted that the same portfolio managers oversee both your
Fund and Buying Fund.

- The Board noted the significant management resources, research
capabilities and fund distribution capabilities of Invesco Aim
Advisors, Inc. and its affiliates.

- The Board noted the wide array of funds in the AIM Family of Funds(R)
into which shareholders could exchange their shares.

Board considerations

In evaluating the Reorganization, the Board considered information provided
by Stein Roe regarding a number of factors, including:

- The investment objectives and principal investment strategies of your
Fund and Buying Fund.

- The comparative expenses of your Fund and Buying Fund and the pro
forma expenses of Buying Fund after giving effect to the
Reorganization.

- The consequences of the Reorganization for Federal income tax
purposes, including the treatment of any unrealized capital gains and
capital loss carryforwards available to offset future capital gains of
your Fund and Buying Fund.

- The fact that Stein Roe, Invesco Aim and their affiliates would bear
all fees or expenses in connection with the Reorganization, except
brokerage fees and other transaction costs associated with the
disposition and/or purchase of securities by your Fund and Buying Fund
in contemplation of or as a result of the Reorganizations.

- The projected financial impact to Stein Roe, Invesco Aim and its
affiliates of the Reorganization.

- The future prospects of the Fund if the Reorganization was not
effected.

Investment objectives and strategies. The Board considered that under
normal market conditions, your Fund and Buying Fund invest their assets in
substantially similar ways. Both Funds seeks long-term capital appreciation and
current income by investing at least 80% of their assets in a diversified
portfolio of common stocks of publicly-traded U.S. companies. Both Stein Roe and
the Board believe the Reorganization provides your Fund with better long-term
prospects than the various other alternatives for your Fund that were identified
by Stein Roe, including leaving your Fund unchanged and liquidating and
terminating your Fund.

Comparative expenses. The Board considered the operating expenses your Fund
and Buying Fund incur. The Board compared the expenses of your Fund and Buying
Fund calculated as of November 30, 2008, as well as calculated as of February
28, 2009. Stein Roe reported to the Board that the advisory fee schedule of
Buying Fund would result in an effective advisory fee rate that is 15 basis
points lower than the advisory fee rate of your Fund. The Board also considered
that, calculated as of November 30, 2008, the expected total gross expenses of
the combined fund would be 0.91%, which is 14 basis points lower than the total
gross expenses of your Fund. In approving the Reorganization and Agreement, the
Board considered the fact that Invesco Aim has contractually agreed to waive
fees and/or reimburse expenses of Buying Fund's Class Y shares to limit the net
annual Fund operating expenses to 1.75%. See "Summary-Comparison of Fees and
Expenses" for a description of the expenses not covered in Invesco Aim's
contractual fee waiver.

Expenses of the Reorganization. The Board considered that Stein Roe and
Invesco Aim agreed to pay the expenses to be incurred in connection with the
Reorganization. However, both the Fund and Buying Fund may incur brokerage fees
and other transaction costs associated with the disposition and/or purchase of
securities in contemplation of or as a result of the Reorganizations.

Based on the foregoing and the information presented at the Board meetings
discussed above, and after fully evaluating and weighing the benefits and
detriments of the Reorganization and other alternatives identified by Stein Roe,
the Board determined that the Reorganization is the best alternative for your
Fund at this time. The Board also determined that the Reorganization is
advisable and in the best interests of your Fund and will not dilute the
interests of your Fund's shareholders. In making these determinations, the Board
evaluated various other alternatives for your Fund, including those that had
been identified by Stein Roe. Therefore, the Board recommends the approval of
the Agreement by the shareholders of your Fund at the Special Meeting.

OTHER TERMS

If any amendment is made to the Agreement following the mailing of this
Proxy Statement/Prospectus and prior to the Closing that would have a material
adverse effect on shareholders, such change will be submitted to the affected
shareholders for their approval. However, if an amendment is made that would not
have a material adverse effect on shareholders, the Agreement may be amended
without shareholder approval by mutual agreement of the parties.

Trust and Buyer have made representations and warranties in the Agreement
that are customary in matters such as the Reorganization.

The obligations of Buyer to consummate the Reorganization are subject to
various conditions of Seller, including the condition that, during the five-year
period ending on the date of the Closing, your Fund will not have acquired
shares of your Fund for consideration other than shares of your Fund, except for
shares redeemed in the ordinary course of your Fund's business as an open-end
investment company as required by the Investment Company Act, or made
distributions with respect to your Fund's shares, except for distributions
necessary to satisfy the requirements for qualification as a regulated
investment company and avoidance of excise tax liability and additional
distributions, to the extent such additional distributions do not exceed 50
percent of the value (without giving effect to such distributions) of the
proprietary interest in your Fund on the date of the Closing.

The obligations of Trust and Buyer pursuant to the Agreement are subject to
various conditions, including the following mutual conditions:

- Buyer's Registration Statement on Form N-14 under the Securities Act
of 1933 (the "1933 Act") shall have been filed with the SEC and such
Registration Statement shall have become effective,

and no stop-order suspending the effectiveness of the Registration
Statement shall have been issued, and no proceeding for that purpose
shall have been initiated or threatened by the SEC (and not withdrawn
or terminated);

- the shareholders of your Fund shall have approved the Agreement;

- the assets of your Fund to be acquired by Buying Fund shall constitute
at least 90% of the fair market value of the net assets and at least
70% of the fair market value of the gross assets held by your Fund
immediately prior to the Reorganization; and

- Trust and Buyer shall have received an opinion from Stradley Ronon
Stevens & Young, LLP that the consummation of the transactions
contemplated by the Agreement will not result in the recognition of
gain or loss for Federal income tax purposes for your Fund, Buying
Fund or their shareholders.

The Board of Trust and the Board of Buyer may waive without shareholder
approval any default by Trust or Buyer or any failure by Trust or Buyer to
satisfy the third and fourth above conditions as long as such a waiver is
mutual. Importantly, the Board of Trust and the Board of Buyer may waive the
condition that the consummation of the Reorganization be tax-free and proceed
with the Reorganization as a taxable transaction without re-soliciting
shareholder approval. If the tax status of the Reorganization is not clear at
the closing of the Reorganization, your Fund or Buying Fund may either delay
closing the Reorganization in order to seek clarity from a law firm or the
Internal Revenue Service regarding the tax status of the Reorganization or
decide not to proceed with the Reorganization at all.

The Agreement may be terminated and the Reorganization may be abandoned at
any time by mutual agreement of the parties, or by either party if the
shareholders of your Fund do not approve the Agreement or if the Closing does
not occur on or before December 31, 2009.

FEDERAL INCOME TAX CONSEQUENCES

The following is a general summary of the material federal income tax
consequences of the Reorganization and is based upon the current provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), the existing U.S.
Treasury regulations thereunder, current administrative rulings of the Internal
Revenue Service ("IRS") and published judicial decisions, all of which are
subject to change. The principal federal income tax consequences that are
expected to result from the Reorganization, under currently applicable law, are
as follows:

- the Reorganization will qualify as a "reorganization" within the
meaning of Section 368(a) of the Code;

- no gain or loss will be recognized by your Fund upon the transfer of
its assets to Buying Fund solely in exchange for shares of Buying Fund
and Buying Fund's assumption of the liabilities of your Fund or on the
distribution of those shares to your Fund's shareholders;

- no gain or loss will be recognized by Buying Fund on its receipt of
assets of your Fund in exchange for shares of Buying Fund issued
directly to your Fund's shareholders;

- no gain or loss will be recognized by any shareholder of your Fund
upon the exchange of shares of your Fund for shares of Buying Fund;

- the tax basis of the shares of Buying Fund to be received by a
shareholder of your Fund will be the same as the shareholder's tax
basis of the shares of your Fund surrendered in exchange therefore;

- the holding period of the shares of Buying Fund to be received by a
shareholder of your Fund will include the period for which such
shareholder held the shares of your Fund exchanged therefore,

provided that such shares of your Fund are capital assets in the hands
of such shareholder as of the Closing; and

- Buying Fund will thereafter succeed to and take into account any
capital loss carryover and certain other tax attributes of your Fund.

Neither Trust nor Buyer has requested or will request an advance ruling
from the IRS as to the federal tax consequences of the Reorganization. As a
condition to Closing, Stradley Ronon Stevens & Young, LLP will render a
favorable opinion to Trust and Buyer as to the foregoing federal income tax
consequences of the Reorganization, which opinion will be conditioned upon,
among other things, the accuracy, as of the Effective Time, of certain
representations of Trust and Buyer upon which Stradley Ronon Stevens & Young,
LLP will rely in rendering its opinion. The conclusions reached in that opinion
could be jeopardized if the representations of Trust or Buyer are incorrect in
any material respect. That opinion may state that no opinion is expressed as to
the effect of the Reorganization on Buying Fund, your Fund or the shareholders
of your Fund with respect to any asset as to which unrealized gain or loss is
required to be recognized for federal income tax purposes at the end of a
taxable year (or on the termination or transfer thereof) under a mark-to-market
system of accounting. A copy of the opinion will be filed with the Securities
and Exchange Commission and will be available for public inspection. See
"Information Filed with the Securities and Exchange Commission."

Notwithstanding the foregoing, the Reorganization might be determined to be
taxable to the Fund or its shareholders, if, for instance, redemptions by
shareholders of your Fund on account of the Reorganization were such that the
transactions contemplated by the Plan of Reorganization fail to qualify as a
"mere change in identity, form, or place of organization of one corporation" or
otherwise fail to satisfy the requirements for a tax-free reorganization. In
that event, the Boards of Trustees of the Fund and Buying Fund would each
reevaluate whether consummating the merger, despite it being taxable, remains in
the best interest of the shareholders of the Fund and Buying Fund. If the
Reorganization were determined to be taxable, the transfer of your Fund's assets
to Buying Fund in exchange for shares of Buying Fund and Buying Fund's
assumption of the liabilities of your Fund may result in the realization of
capital gains to your Fund that, to the extent not offset by capital losses,
would be distributed to the shareholders of your Fund on or before the Closing
Date, and those distributions (if any) would be taxable to shareholders who hold
shares in taxable accounts. In addition, the exchange of shares of your Fund for
shares of Buying Fund would be a taxable event and, accordingly, a capital gain
or loss may be recognized. The Closing may be delayed, perhaps significantly, if
your Fund or Buying Fund determines that it needs to seek clarity from a law
firm or the Internal Revenue Service regarding the tax status of the
Reorganization. Trust and Buyer may waive receipt of the opinion as a condition
to Closing, as described in the preceding section. If the tax status can not be
determined within a reasonable time, the Board of Trustees of the Fund or Buying
Fund may decide not to proceed with the Reorganization.

General Limitation on Capital Losses. Capital losses can generally be
carried forward to each of the eight (8) taxable years succeeding the loss year
to offset future capital gains. Buying Fund will inherit the tax attributes of
your Fund, including any available capital loss carryforwards, as of the
Closing. It is not expected that any such capital loss carryforwards of your
Fund will be subject to an annual limitation for federal income tax purposes in
connection with the Reorganization because the Reorganization should either (i)
qualify as a type "F" tax-free reorganization under the Code, including a mere
change in identity, form, or place of reorganization of one corporation, however
effected; or (ii) not involve more than a 50% change of ownership. For five
years beginning after the Closing Date, neither Fund will be permitted to offset
gains "built-in" to either the your Fund or Buying Fund at the time of the
Reorganization against capital losses (including capital loss carry-forwards)
built-in to the other Fund at the time of the Reorganization.

Tracking Your Basis and Holding Period; State and Local Taxes. After the
Reorganization, you will continue to be responsible for tracking the adjusted
tax basis and holding period of your shares for federal income tax purposes. You
should consult your tax adviser regarding the effect, if any, of the
Reorganization in light of your particular circumstances, as well as the state
and local tax consequences, if any, of the Reorganization because this
discussion only relates to the federal income tax consequences.

ACCOUNTING TREATMENT

The Reorganization will be accounted for on a tax-free combined basis.
Accordingly, the book cost basis to Buying Fund of the assets of your Fund will
be the same as the book cost basis of such assets to your Fund.

RIGHTS OF SHAREHOLDERS

Trust and Buyer are each Delaware statutory trusts. Generally, there are no
material differences that currently exist between the rights of shareholders
under Trust's Trust Instrument and the rights of shareholders under Buyer's
Amended and Restated Agreement and Declaration of Trust.

When issued, shares of both your Fund and Buying Fund are fully paid and
non-assessable, have no preemptive or subscription rights and are freely
transferable. Each share, of both your Fund and Buying Fund, represents an equal
interest in such fund. Shares of your Fund are entitled to receive pro rata
shares of distributions of income and capital gains, if any, made with respect
to your Fund. Shares of Buying Fund are entitled to such dividends and
distributions out of the income belonging to such Fund as are declared by the
Board. In any liquidation of your Fund, each shareholder is entitled to receive
his pro rata share of the net assets of the Fund. In any liquidation of Buying
Fund, shareholders of each class are entitled to share pro rata in the net
assets belonging to the Fund allocable to such class available for distribution
after satisfaction of outstanding liabilities of the Fund allocable to such
class. Buying Fund currently offers only one share class, Class Y shares.

Shares of both your Fund and Buying Fund entitle their holders to one vote
per share (with proportionate voting for fractional shares). Additionally, when
certain matters affect only one class of shares, the shareholders vote as a
class regarding such matters. Shares of Trust and Buying Fund do not have
cumulative voting rights.

Shareholders of your Fund and Buying Fund each have the right to vote on
the election and removal of Trustees, with respect to investment advisory and
sub-advisory contracts, and with respect to such additional matters relating to
the Trust as may be required by law. Shareholders of Buying Fund have certain
additional voting rights, including, subject to certain exceptions, the right to
vote (1) to approve the termination of Buyer, Buying Fund or a class of Buying
Fund, provided that the trustees of Buyer have called a meeting of the
shareholders for the purpose of approving any such termination, unless, as of
the date on which the trustees have determined to so terminate Buyer, Buying
Fund or a class of Buying Fund, there are fewer than 100 holders of record of
Buyer or of Buying Fund or a class of Buying Fund; (2) approve the sale of all
or substantially all the assets of Buyer, Buying Fund or a class of Buying Fund,
unless the primary purpose of such sale is to change Buyer's domicile or form of
organization or form of statutory trust; (3) approve the merger or consolidation
of Buyer, Buying Fund or a class of Buying Fund with and into another company or
with and into any other series portfolio or class of Buyer, unless (A) the
primary purpose of such merger or consolidation is to change Buyer's domicile or
form of organization or form of statutory trust, or (B) after giving effect to
such merger or consolidation, based on the number of outstanding shares as of a
date selected by the trustees of Buyer, the shareholders of Buyer, Buying Fund
or a class of Buying Fund will have a majority of the outstanding shares of the
surviving company or portfolio or class thereof, as the case may be; and (4) to
approve any amendment to shareholders' voting powers and meetings as set forth
in the Agreement and Declaration of Trust.

CAPITALIZATION

The following table sets forth, as of June 10, 2009, (i) the capitalization
of Institutional Class shares of your Fund; (ii) the capitalization of Class Y
shares of Buying Fund, and (iii) the pro forma capitalization of Class Y shares
of Buying Fund as adjusted to give effect to the transactions contemplated by
the Agreement.

ATLANTIC
WHITEHALL PRO FORMA
EQUITY INCOME AIM DISCIPLINED AIM
FUND (YOUR EQUITY FUND DISCIPLINED
FUND) (BUYING FUND) EQUITY FUND
INSTITUTIONAL CLASS Y PRO FORMA (BUYING FUND)
CLASS SHARES SHARES(1) ADJUSTMENTS CLASS Y SHARES
------------- --------------- ----------- --------------

Net Assets.................. $151,876,334 - -(2) $151,876,334
Shares Outstanding.......... 19,789,001 - - 19,789,001
Net Asset Value Per Share... $ 7.67 - - $ 7.67

(1) Buying Fund is a shell fund without any shares outstanding and, therefore,
no estimated capitalization is available.

(2) Invesco Aim and Stein Roe will bear 100% of your Fund's Reorganization
expenses, therefore Net Assets have not been adjusted for any expenses
expected to be incurred by Atlantic Whitehall Equity Income Fund in
connection with the Reorganization. The AIM Disciplined Equity Fund will
incur approximately $31,000 in connection with the Reorganization of which
Invesco Aim and Stein Roe will pay 100%. As a result, there are no Pro
Forma Adjustments to Net Assets.

LEGAL MATTERS

Certain legal matters concerning the tax consequences of the Reorganization
will be passed upon by Stradley Ronon Stevens & Young, LLP, 2005 Market Street,
Philadelphia, PA 19103.

ADDITIONAL INFORMATION ABOUT
BUYING FUND AND YOUR FUND

For more information with respect to Buying Fund concerning the following
topics, please refer to the following sections of the Buying Fund Prospectus,
which has been made a part of this Proxy Statement/ Prospectus by reference and
which is attached to this Proxy Statement/Prospectus as Appendix II: (i) see
"Fund Management" for more information about the management of Buying Fund; (ii)
see "Other Information" for more information about Buying Fund's policy with
respect to dividends and distributions; and (iii) see "Other Information" for
more information about the pricing, purchase, redemption and repurchase of
shares of Buying Fund, tax consequences to shareholders of various transactions
in shares of Buying Fund, and distribution arrangements of Buying Fund.

For more information with respect to your Fund concerning the following
topics, please refer to the following sections of the Selling Fund Prospectuses,
which have been made a part of this Proxy Statement/ Prospectus by reference:
(i) see "Calendar Year Returns" and "Average Annual Total Returns" for more
information about the performance of your Fund; (ii) see "Management of the
Fund" for more information about the management of your Fund; (iii) see "Pricing
of Fund Shares" for more information about the pricing of shares of your Fund;
(iv) see "Tax Information" for more information about tax consequences to
shareholders of various transactions in shares of your Fund; (v) see
"Distribution Arrangements" for more information about your Fund's policy with
respect to dividends and distributions; and (vi) see "Financial Highlights" for
more information about your Fund's financial performance.

INFORMATION FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION

This Proxy Statement/Prospectus and the related Statement of Additional
Information do not contain all the information set forth in the registration
statements and the exhibits relating thereto and annual and semiannual reports
which Trust and Buyer have filed with the SEC pursuant to the requirements of
the 1933 Act and the 1940 Act, to which reference is hereby made. The SEC file
number of Trust's registration statement containing the Selling Fund Prospectus
and related Statement of Additional Information is Registration No. 811-08738.
Such Selling Fund Prospectus is incorporated herein by reference. The SEC file
number for Buyer's registration

statement containing the Buying Fund Prospectus and related Statement of
Additional Information is Registration No. 811-01424. Such Buying Fund
Prospectus is incorporated herein by reference.

Trust and Buyer are subject to the informational requirements of the
Securities Exchange Act of 1934 and the 1940 Act and in accordance therewith
files reports and other information with the SEC. Reports, proxy material,
registration statements and other information filed by Trust (including the
Registration Statement of Buyer relating to Buying Fund on Form N-14 of which
this Proxy Statement/Prospectus is a part) may be inspected without charge and
copied at the public reference facilities maintained by the SEC at Room 1580,
100 F Street, NE, Washington, DC 20549. Copies of such material may also be
obtained from the Public Reference Section of the SEC at 450 Fifth Street, NW,
Washington, DC 20549, at the prescribed rates. The SEC maintains a website at
www.sec.gov that contains information regarding Trust and other registrants that
file electronically with the SEC.

PENDING LITIGATION

Civil lawsuits, including a regulatory proceeding and purported class
action and shareholder derivative suits, have been filed against certain of the
AIM Funds, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to
certain AIM Funds), Invesco Aim, Invesco Aim Distributors, Inc. (Invesco Aim
Distributors) (the distributor of the AIM Funds) and/or related entities and
individuals, depending on the lawsuit, alleging among other things: (i) that the
defendants permitted improper market timing and related activity in the funds;
and (ii) that certain funds inadequately employed fair value pricing.

Additional civil lawsuits related to the above or other matters may be
filed by regulators or private litigants against the AIM Funds, IFG, Invesco
Aim, Invesco Aim Distributors and/or related entities and individuals in the
future. You can find more detailed information concerning all of the above
matters, including the parties to the civil lawsuits and summaries of the
various allegations and remedies sought in such lawsuits, in Buying Fund's
Statement of Additional Information.

As a result of the matters discussed above, investors in the AIM Funds
might react by redeeming their investments. This might require the funds to sell
investments to provide for sufficient liquidity and could also have an adverse
effect on the investment performance of the funds.

PROPOSAL 2

AMENDMENT TO TRUST INSTRUMENT

The Trust is seeking your vote on an amendment to the Trust Instrument of
Trust, dated August 25, 1994, as amended (the "Trust Instrument"), that will
permit the Board of Trustees to liquidate your Fund without approval by
shareholders (the "Amendment"). The Board would consider liquidating the Fund
only if that the reorganization of your Fund into Buying Fund, as described in
the prior section of this Proxy Statement/Prospectus, is not approved by
shareholders.

The Delaware Statutory Trust Act (the "DSTA"), which governs the Trust,
permits a Delaware statutory trust, through its trust instrument, to grant broad
authority to its board of trustees to take a wide array of actions on behalf of
the trust without incurring the time or expense of calling a shareholders'
meeting and soliciting shareholder votes. One of the actions that the DSTA
permits a board of trustees to take without shareholder approval is the
liquidation and termination of a fund. Notwithstanding the flexibility permitted
by the DSTA, Section 11.04(b) of the Trust Instrument currently requires that
any proposed liquidation of the assets of the Fund be approved by shareholders
by a 1940 Act Majority vote. A 1940 Act Majority vote is the lesser of (a) the
affirmative vote of 67% or more of the voting securities of your Fund present or
represented by proxy at the Special Meeting, if the holders of more than 50% of
the outstanding voting securities of your Fund are present or represented by
proxy, or (b) the affirmative vote of more than 50% of the outstanding voting
securities of the Fund. Eliminating the shareholder

vote requirement from Section 11.04(b) of the Trust Instrument will enable the
Board to approve the liquidation and termination of the Fund without seeking
shareholder approval.

Approval of the Amendment requires the vote of a majority of the issued and
outstanding shares of your Fund voted in person or by proxy, provided that a
quorum is present. A quorum will exist if shareholders entitled to vote
one-third of the issued and outstanding shares of your Fund on the Record Date
are present at the Special Meeting in person or by proxy. The majority vote
required to approve the Amendment is a lower voting standard than the 1940 Act
Majority vote that is currently required to approve a liquidation of the Fund.
Therefore, fewer shareholder votes are required to eliminate the right of
shareholders to vote on a liquidation proposal than would be required if
shareholders were asked to approve a liquidation proposal under the existing
Trust Instrument.

BOARD CONSIDERATIONS

In approving the Amendment, the Board considered the following factors,
among others:

- the Amendment will provide the Board with increased flexibility and
broader authority to take action affecting the Fund without incurring
the expense of soliciting a second proxy and holding a second
shareholder meeting to approve a liquidation;

- the Trust Instrument is more restrictive than required by the DSTA,
which permits Delaware statutory trusts, such as the Trust, to
liquidate upon the approval of the trust's board of trustees and
without the approval of shareholders;

- the Amendment will not alter the Board members existing duties to act
with due care and in shareholders' interest.

After careful consideration, the Trustees of the Fund recommend that you
vote "FOR" Proposal 2.

INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

PROXY STATEMENT/PROSPECTUS

We are sending you this Proxy Statement/Prospectus and the enclosed proxy
card because the Board is soliciting your proxy to vote at the Special Meeting
and at any adjournments of the Special Meeting. This Proxy Statement/Prospectus
gives you information about the business to be conducted at the Special Meeting.
However, you do not need to attend the Special Meeting to vote your shares.
Instead, you may simply complete, sign and return the enclosed proxy card or
vote by telephone or through a website established for that purpose.

Trust intends to mail this Proxy Statement/Prospectus, the enclosed Notice
of Special Meeting of Shareholders and the enclosed proxy card on or about
August 14, 2009 to all shareholders entitled to vote. Shareholders of record of
your Fund as of the close of business on July 31, 2009 (the "Record Date") are
entitled to vote at the Special Meeting. The number outstanding Institutional
Class of shares of your Fund on the Record Date can be found at Exhibit A. Each
share is entitled to one vote for each full share held, and a fractional vote
for a fractional share held.

QUORUM REQUIREMENT AND ADJOURNMENT

A quorum of shareholders is necessary to hold a valid meeting. A quorum
will exist if shareholders entitled to vote one-third of the issued and
outstanding shares of your Fund on the Record Date are present at the Special
Meeting in person or by proxy.

Under the rules applicable to broker-dealers, if your broker holds your
shares in its name, the broker will not be entitled to vote your shares if it
has not received instructions from you. A "broker non-vote" occurs when a broker
has not received voting instructions from a shareholder and is barred from
voting the shares without shareholder instructions because the proposal is
non-routine. Both proposals described in this Proxy Statement/Prospectus are
considered "non-routine" for purposes of determining broker-non-votes.

Abstentions and broker non-votes will count as shares present at the
Special Meeting for purposes of establishing a quorum but are not considered
votes cast at the Special Meeting. As a result, they have the same effect as a
vote against the Agreement because approval of the Agreement requires the
affirmative vote of a percentage of the voting securities present or represented
by proxy or a percentage of the outstanding voting securities.

If a quorum is not present at the Special Meeting or if a quorum is present
but sufficient votes to approve a proposal are not received, the persons named
as proxies may propose one or more adjournments of the Special Meeting to allow
for further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of the votes cast at the Special Meeting in
person or by proxy. The persons named as proxies will vote those proxies that
they are entitled to vote FOR a Proposal in favor of such an adjournment and
will vote those proxies required to be voted AGAINST a Proposal against such
adjournment. A shareholder vote may be taken on a proposal prior to any such
adjournment if sufficient votes have been received.

[STEIN ROE AND ITS AFFILIATE, ATLANTIC TRUST COMPANY, N.A., TOGETHER HOLD
VOTING DISCRETION WITH RESPECT TO A MAJORITY OF THE SHARES OF YOUR FUND. STEIN
ROE ANTICIPATES THAT IT AND ATLANTIC TRUST COMPANY, N.A. WILL VOTE SHARES HELD
BY THEM IN FAVOR OF PROPOSALS 1 AND 2.]

PROXY SOLICITATION

Trust has engaged the services of D.F. King & Co., Inc. ("Solicitor") to
assist in the solicitation of proxies for the Special Meeting. Solicitor's costs
are expected to be approximately $7,600. Trust expects to solicit proxies
principally by mail, but Trust or Solicitor may also solicit proxies by
telephone, facsimile or personal interview. Trust's officers will not receive
any additional or special compensation for any such solicitation. Invesco Aim
and Stein Roe will bear 100% of your Fund's solicitation costs.

OTHER MATTERS

Management is not aware of any matters to be presented at the Special
Meeting other than that which is discussed in this Proxy Statement/Prospectus.
If any other matters properly come before the Special Meeting, the shares
represented by proxies will be voted with respect thereto in accordance with
management's recommendation.

OWNERSHIP OF SHARES

A list of the name, address and percent ownership of each person who, as of
July 31, 2009, to the knowledge of Trust owned 5% or more of the outstanding
Institutional Class shares of your Fund can be found at Exhibit B.

Buying Fund is a newly organized shell fund created to acquire the assets
and assume the accrued liabilities of your Fund and Buying Fund does not have
any shareholders.

SECURITY OWNERSHIP OF MANAGEMENT AND TRUSTEES

Information regarding the ownership of Institutional Class shares of your
Fund by trustees and current executive officers can be found at Exhibit B.

EXHIBIT A

OUTSTANDING INSTITUTIONAL CLASS SHARES OF YOUR FUND ON RECORD DATE

As of July 31, 2009, there were the following number of Institutional Class
shares outstanding of your Fund:

YOUR FUND

Institutional Class Shares:

EXHIBIT B

OWNERSHIP OF SHARES OF YOUR FUND

SIGNIFICANT HOLDERS

Listed below is the name, address and percent ownership of each person who,
as of July 31, 2009, to the best knowledge of Trust owned 5% or more of the
outstanding Institutional Class shares of your Fund. A shareholder who owns
beneficially 25% or more of the outstanding securities of your Fund is presumed
to "control" the fund as defined in the 1940 Act. Such control may affect the
voting rights of other shareholders.

CLASS OF NUMBER OF PERCENT OWNED
NAME AND ADDRESS SHARES SHARES OWNED OF RECORD*
---------------- ------------- ------------ -------------

Name and Address Institutional _____%
Class

----------

* Trust has no knowledge of whether all or any portion of the shares owned of
record are also owned beneficially.

SECURITY OWNERSHIP OF MANAGEMENT AND TRUSTEES

To the best of the knowledge of Trust, the ownership of Institutional Class
shares of your Fund by executive officers and trustees of Trust as a group
constituted less than 1% of the outstanding Institutional Class shares of your
Fund as of July 31, 2009.

B-1

EXHIBIT C

SECURITY OWNERSHIP OF MANAGEMENT

To the best knowledge of Trust, the following table sets forth certain
information regarding the ownership, as of July 31, 2009, of shares of
beneficial interest of your Fund by current executive officers of Trust. No
information is given as to your Fund or a class if an executive officer held no
shares of your Fund as of July 31, 2009.

C-1

APPENDIX I

AGREEMENT

AND

PLAN OF REORGANIZATION

FOR

ATLANTIC WHITEHALL EQUITY INCOME FUND

A SEPARATE PORTFOLIO OF

ATLANTIC WHITEHALL FUNDS TRUST

_____________, 2009

TABLE OF CONTENTS

PAGE
----

ARTICLE 1 DEFINITIONS.................................................... 2
SECTION 1.1. Definitions............................................. 2
ARTICLE 2 TRANSFER OF ASSETS............................................. 5
SECTION 2.1. Reorganization of Selling Fund.......................... 6
SECTION 2.2. Computation of Net Asset Value.......................... 6
SECTION 2.3. Valuation Date.......................................... 6
SECTION 2.4. Delivery................................................ 7
SECTION 2.5. Termination of Series and Redemption of Selling Fund
Shares.................................................. 7
SECTION 2.6. Issuance of Shell Fund Shares........................... 7
SECTION 2.7. Investment Securities................................... 8
SECTION 2.8. Liabilities............................................. 8
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER....................... 8
SECTION 3.1. Organization; Authority................................. 8
SECTION 3.2. Registration and Regulation of Seller................... 8
SECTION 3.3. Financial Statements.................................... 8
SECTION 3.4. No Material Adverse Changes; Contingent Liabilities..... 9
SECTION 3.5. Selling Fund Shares; Business Operations................ 9
SECTION 3.6. Accountants............................................. 9
SECTION 3.7. Binding Obligation...................................... 10
SECTION 3.8. No Breaches or Defaults................................. 10
SECTION 3.9. Authorizations or Consents.............................. 10
SECTION 3.10. Permits................................................. 10
SECTION 3.11. No Actions, Suits or Proceedings........................ 11
SECTION 3.12. Contracts............................................... 11
SECTION 3.13. Properties and Assets................................... 11
SECTION 3.14. Taxes................................................... 11
SECTION 3.15. Benefit and Employment Obligations...................... 12
SECTION 3.16. Brokers................................................. 12
SECTION 3.17. Voting Requirements..................................... 12
SECTION 3.18. State Takeover Statutes................................. 12
SECTION 3.19. Books and Records....................................... 12
SECTION 3.20. Prospectus and Statement of Additional Information...... 13
SECTION 3.21. No Distribution......................................... 13
SECTION 3.22. Liabilities of Selling Fund............................. 13
SECTION 3.23. Shareholder Expenses.................................... 13
SECTION 3.24. Intercompany Indebtedness; Consideration................ 13
SECTION 3.25. Information Supplied by Seller.......................... 13
SECTION 3.26. Selling Fund Fiscal Year................................ 13

-i-

TABLE OF CONTENTS
(continued)

PAGE
----

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER........................ 14
SECTION 4.1. Organization; Authority................................. 14
SECTION 4.2. Registration and Regulation of Buyer.................... 14
SECTION 4.3. Financial Statements.................................... 14
SECTION 4.4. No Material Adverse Changes; Contingent Liabilities..... 14
SECTION 4.5. Registration of Shell Fund Shares....................... 14
SECTION 4.6. Accountants............................................. 15
SECTION 4.7. Binding Obligation...................................... 15
SECTION 4.8. No Breaches or Defaults................................. 16
SECTION 4.9. Authorizations or Consents.............................. 16
SECTION 4.10. Permits................................................. 16
SECTION 4.11. No Actions, Suits or Proceedings........................ 16
SECTION 4.12. Taxes................................................... 17
SECTION 4.13. Brokers................................................. 17
SECTION 4.14. Representations Concerning the Reorganization........... 17
SECTION 4.15. Prospectus and Statement of Additional Information...... 18
SECTION 4.16. Intercompany Indebtedness; Consideration................ 18
ARTICLE 5 COVENANTS...................................................... 18
SECTION 5.1. Conduct of Business..................................... 18
SECTION 5.2. Expenses................................................ 19
SECTION 5.3. Further Assurances...................................... 19
SECTION 5.4. Notice of Events........................................ 19
SECTION 5.5. Consents, Approvals and Filings......................... 19
SECTION 5.6. Submission of Agreement to Shareholders................. 19
SECTION 5.7. Distribution............................................ 20
ARTICLE 6 CONDITIONS PRECEDENT TO THE REORGANIZATION..................... 20
SECTION 6.1. Conditions Precedent of Buyer........................... 20
SECTION 6.2. Mutual Conditions....................................... 21
SECTION 6.3. Conditions Precedent of Seller.......................... 22
ARTICLE 7 TERMINATION OF AGREEMENT....................................... 22
SECTION 7.1. Termination............................................. 22
SECTION 7.2. Survival After Termination.............................. 23
ARTICLE 8 MISCELLANEOUS.................................................. 23
SECTION 8.1. Survival of Representations, Warranties and Covenants... 23
SECTION 8.2. Governing Law........................................... 23
SECTION 8.3. Binding Effect, Persons Benefiting, No Assignment....... 23
SECTION 8.4. Obligations of Buyer and Seller......................... 23

-ii-

TABLE OF CONTENTS
(continued)

PAGE
----

SECTION 8.5. Amendments.............................................. 24
SECTION 8.6. Enforcement............................................. 24
SECTION 8.7. Interpretation.......................................... 24
SECTION 8.8. Counterparts............................................ 24
SECTION 8.9. Entire Agreement; Exhibits and Schedules................ 24
SECTION 8.10. Notices................................................. 25
SECTION 8.11. Representations by Investment Adviser................... 25
SECTION 8.12. Successors and Assigns; Assignment...................... 26

EXHIBIT A Excluded Liabilities of Selling Fund
SCHEDULE 6.2(f) Tax Opinions

-iii-

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION, dated as of ____________, 2009 (this
"Agreement"), by and among Atlantic Whitehall Funds Trust, a Delaware statutory
trust ("Seller"), acting on behalf of Atlantic Whitehall Equity Income Fund
("Selling Fund"), a separate series of Seller, AIM Equity Funds, a Delaware
statutory trust ("Buyer"), acting on behalf of AIM Disciplined Equity Fund
("Shell Fund"), a newly created series portfolio of Buyer, Invesco Aim Advisors,
Inc. ("Invesco Aim"), and Stein Roe Investment Counsel, Inc., a Delaware
corporation ("Stein Roe").

WITNESSETH

WHEREAS, Seller is a management investment company registered with the SEC
(as defined below) under the Investment Company Act (as defined below) that
offers separate series of its shares representing interests in its investment
portfolios, including Selling Fund, for sale to the public; and

WHEREAS, Buyer is a management investment company registered with the SEC
under the Investment Company Act that offers separate series of its shares
representing interests in investment portfolios, including Shell Fund, for sale
to the public; and

WHEREAS, Seller desires to provide for the reorganization of Selling Fund
through the transfer of all of its Assets (as defined below) to Shell Fund in
exchange for the assumption by Shell Fund of the Liabilities (as defined below)
of Selling Fund and the issuance by Buyer of shares of Shell Fund in the manner
set forth in this Agreement; and

WHEREAS, Invesco Aim serves as the investment adviser to Shell Fund and is
making certain representations, warranties and agreements set forth in this
Agreement; and

WHEREAS, Stein Roe serves as the investment adviser to Selling Fund and is
making certain representations, warranties and agreements set forth in this
Agreement; and

WHEREAS, the Board of Directors of Buyer has determined that the exchange
of all of the assets of Selling Fund for Shell Fund Shares (as defined below)
and the assumption of the liabilities of Selling Fund, as described in Section
2.8 herein, by Shell Fund is in the best interests of Shell Fund and its
shareholders and that the interests of the existing shareholders of Shell Fund
would not be diluted as a result of this transaction; and

WHEREAS, the Board of Trustees of Seller has determined that the exchange
of all of the assets of Selling Fund for Shell Fund Shares (as defined below)
and the assumption of the liabilities of Selling Fund by Shell Fund, as
described in Section 2.8 herein, is in the best interests of Selling Fund and
its shareholders and that the interests of the existing shareholders of Selling
Fund would not be diluted as a result of this transaction; and

WHEREAS, this Agreement is intended to be and is adopted by the parties
hereto as a Plan of Reorganization within the meaning of the regulations under
Section 368(a) of the Code (as defined below).

NOW, THEREFORE, in consideration of the foregoing premises and the
agreements and undertakings contained in this Agreement, Seller and Buyer agree
as follows:

Article 1

DEFINITIONS

SECTION 1.1. Definitions. For all purposes in this Agreement, the following
terms shall have the respective meanings set forth in this Section 1.1 (such
definitions to be equally applicable to both the singular and plural forms of
the terms herein defined):

"Advisers Act" means the Investment Advisers Act of 1940, as amended, and
all rules and regulations of the SEC adopted pursuant thereto.

"Agreement" means this Agreement and Plan of Reorganization, together with
all exhibits and schedules attached hereto and all amendments hereto and
thereof.

"Applicable Law" means the applicable laws of the state of Delaware and
shall include the Delaware Statutory Trust Act.

"AML Documentation" means the information and documentation maintained by
Seller or its agents relating to the identification and verification of Selling
Fund Shareholders under the USA PATRIOT ACT and other applicable anti-money
laundering laws, rules and regulations.

"Assets" means all assets and property of Selling Fund, including, without
limitation, all cash, securities, commodities and futures interests, and
dividends or interest or other receivables that are owned by Selling Fund, any
deferred or prepaid expenses shown as an asset on the books of Selling Fund at
the Closing, and any interest in pending or future legal claims in connection
with past or present portfolio holdings, whether in the form of class action
claims, opt-out or other direct litigation claims, or regulator or
government-established investor recovery fund claims, and any and all resulting
recoveries.

"Benefit Plan" means any material "employee benefit plan" (as defined in
Section 3(3) of ERISA) and any material bonus, deferred compensation, incentive
compensation, stock ownership, stock purchase, stock option, phantom stock,
vacation, retirement, profit sharing, welfare plans or other plan, arrangement
or understanding maintained or contributed to by Seller on behalf of Selling
Fund, or otherwise providing benefits to any current or former employee, officer
or director/trustee of Seller.

"Buyer" means AIM Equity Funds, a Delaware statutory trust.

"Buyer Counsel" means Stradley Ronon Stevens & Young, LLP.

"Buyer Custodian" means State Street Bank and Trust Company acting in its
capacity as custodian for the assets of Shell Fund.

"Buyer Registration Statement" means the registration statement on Form
N-1A of Buyer, as amended, 1940 Act Registration No. 811-01424.

"Closing" means the transfer of the Assets of Selling Fund to Shell Fund,
the assumption of the Liabilities by Shell Fund and the issuance of Shell Fund
Shares directly to Selling Fund Shareholders as described in Section 2.1 of this
Agreement.

"Closing Date" means September 21, 2009, or such other date as the parties
may mutually agree upon.

"Code" means the Internal Revenue Code of 1986, as amended, and all rules
and regulations adopted pursuant thereto.

"Effective Time" means immediately before the opening of business of the
Shell Fund on the Closing Date, or such other time as the parties may mutually
agree.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and all rules or regulations adopted pursuant thereto.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
all rules and regulations adopted pursuant thereto.

"Governing Documents" means the organic documents which govern the business
and operations of each of Buyer and Seller and shall include, as applicable,
Trust Instrument, Amended and Restated Agreement and Declaration of Trust,
Amended and Restated Bylaws and Bylaws.

"Governmental Authority" means any foreign, United States or state
government, government agency, department, board, commission (including the SEC)
or instrumentality, and any court, tribunal or arbitrator of competent
jurisdiction, and any governmental or non-governmental self-regulatory
organization, agency or authority (including the NASD Regulation, Inc., the
Commodity Futures Trading Commission, the National Futures Association, the
Investment Management Regulatory Organization Limited and the Office of Fair
Trading).

"Investment Company Act" means the Investment Company Act of 1940, as
amended, and all rules and regulations adopted pursuant thereto.

"Liabilities" means the liabilities of Selling Fund (i) incurred in the
ordinary course of business and included as a liability on the books and records
of Selling Fund (and reflected in Selling Fund's net asset value) and set forth
in Selling Fund's Statement of Assets and Liabilities as of the Closing Date
delivered by the Seller, on behalf of Selling Fund, to Buyer, on behalf of Shell
Fund, pursuant to Section 6.1(f) hereof or (ii) as otherwise mutually agreed to
in writing by Buyer and Seller and identified on Exhibit A hereof as of the
Closing Date.

"Lien" means any pledge, lien, security interest, charge, claim or
encumbrance of any kind.

Selling Fund are present or represented by proxy; or (b) more than 50% of the
outstanding voting securities of Selling Fund.

"Material Adverse Effect" means an effect that would cause a change in the
condition (financial or otherwise), properties, assets or prospects of an entity
having an adverse monetary effect in an amount equal to or greater than $50,000.

"NYSE" means the New York Stock Exchange.

"Permits" shall have the meaning set forth in Section 3.10 of this
Agreement.

"Performance Calculation Information" shall have the meaning set forth in
Section 3.19 of this Agreement.

"Person" means an individual or a corporation, partnership, joint venture,
association, trust, unincorporated organization or other entity.

"Registration Statement on Form N-14" means the registration statement on
Form N-14 pursuant to which the Shell Fund Shares to be issued pursuant to
Section 2.6 shall be registered under the Securities Act.

"Reorganization" means the acquisition of the Assets of Selling Fund by
Shell Fund in consideration of the assumption by Shell Fund of the Liabilities
and the issuance by Buyer of Shell Fund Shares directly to Selling Fund
Shareholders as described in this Agreement.

"Required Shareholder Vote" means, the affirmative vote of a "majority of
the outstanding voting securities" of the Selling Fund.

"Return" means any return, report or form or any attachment thereto
required to be filed with any taxing authority.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, and all
rules and regulations adopted pursuant thereto.

"Seller" means Atlantic Whitehall Funds Trust, a Delaware statutory trust.

"Seller Custodian" means State Street Bank and Trust Company acting in its
capacity as custodian for the assets of Selling Fund.

"Seller Registration Statement" means the registration statement on Form
N-1A of Seller, as amended, 1940 Act Registration No. 811-08738.

"Selling Fund" means Atlantic Whitehall Equity Income Fund, a separate
series of Seller.

"Selling Fund Auditors" means Ernst & Young L.L.P.

"Selling Fund Financial Statements" means the audited Statement of Assets
and Liabilities, Statements of Operations and Changes in Net Assets, and
Schedule of Investments of Selling Fund at November 30, 2008.

"Selling Fund Shareholders" means the holders of record of the outstanding
Institutional Class shares of Selling Fund as of the close of regular trading on
the NYSE on the Valuation Date.

"Selling Fund Shares" means the issued and outstanding Institutional Class
shares of Selling Fund.

"Shareholders Meeting" means a meeting of the shareholders of Selling Fund
convened in accordance with Applicable Law and the Governing Documents of Seller
to consider and vote upon the approval of this Agreement, and any adjournments
thereof.

"Shell Fund" means AIM Disciplined Equity Fund, a separate series of Buyer.

"Shell Fund Auditors" means PricewaterhouseCoopers LLP.

"Shell Fund Share" and "Shell Fund Shares" means Class Y shares of Shell
Fund issued pursuant to Section 2.6 of this Agreement.

"Stein Roe" means Stein Roe Investment Counsel, Inc., a Delaware
corporation

"Tax" means any tax or similar governmental charge, impost or levy,
including income taxes (including alternative minimum tax and estimated tax),
franchise taxes, transfer taxes or fees, sales taxes, use taxes, gross receipts
taxes, value added taxes, employment taxes, excise taxes, property taxes,
withholding taxes, payroll taxes, minimum taxes, or windfall profit taxes) ad
valorem or other taxes, stamp taxes, duties, fees, assessment or charges,
whether payable directly or by withholding, together with any related penalties,
fines, additions to tax or interest, imposed by the United States or any state,
county, local or foreign government or subdivision or agency thereof and
including any transferee or secondary liability in respect of any tax (whether
imposed by law, contractual agreement or otherwise).

"Termination Date" means December 31, 2009, or such later date as the
parties may mutually agree upon.

"Treasury Regulations" means the Federal income tax regulations adopted
pursuant to the Code.

"USA PATRIOT ACT" means Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act
of 2001, Pub. L. No. 107-56, and rules and regulations adopted pursuant thereto.

"Valuation Date" shall have the meaning set forth in Section 2.2 of this
Agreement.

Article 2

TRANSFER OF ASSETS

SECTION 2.1. Reorganization of Selling Fund. At the Effective Time, Seller
shall deliver all of the Assets of Selling Fund to Buyer Custodian for the
account of Shell Fund in exchange for the assumption by Shell Fund of the
Liabilities and delivery by Buyer directly to the holders of record as of the
Effective Time of the issued and outstanding Institutional Class shares of
Selling Fund of a number of Class Y shares of Shell Fund (including, if
applicable, fractional shares rounded to the nearest thousandth), having an
aggregate net asset value equal to the value of the net assets of Selling Fund
so transferred, assigned and delivered, all determined and adjusted as provided
in Section 2.2 below. Upon delivery of such Assets, Shell Fund will receive good
and marketable title to such Assets free and clear of all Liens.

SECTION 2.2. Computation of Net Asset Value.

(a) The net asset value per share of Class Y shares of Shell Fund, and
the value of the Assets and the amount of the Liabilities shall, in each case,
be determined as of the close of regular trading on the NYSE, and after the
declaration of any dividends, on the business day next preceding the Closing
Date (the "Valuation Date").

(b) The net asset value of each Shell Fund Share shall be the net
asset value per share computed with respect to Class Y as of the Valuation Date,
using the evaluation procedures set forth in Shell Fund's then-current
prospectus and statement of additional information and valuation procedures
established by Shell Fund's Board of Trustees.

(c) The value of the Institutional Class shares of Selling Fund and
the value of the Assets and the amount of the Liabilities of the Institutional
Class shares of Selling Fund to be transferred to the Shell Fund pursuant to
this Agreement shall be computed as of the Valuation Date, using the evaluation
procedures set forth in Selling Fund's then-current prospectus and statement of
additional information and valuation procedures established by Selling Fund's
Board of Trustees.

(d) Subject to Sections 2.2(b) and (c) above, all computations of
value regarding the Assets and Liabilities of Selling Fund and the net asset
value per share of Class Y shares of Shell Fund to be issued pursuant to this
Agreement shall be made by agreement of Seller and Buyer. The parties agree to
use commercially reasonable efforts to resolve any material pricing differences
between the prices of portfolio securities determined in accordance with their
respective pricing policies and procedures.

SECTION 2.3. Valuation Date. The share transfer books of Selling Fund will
be permanently closed as of the close of business on the Valuation Date and only
requests for the redemption of shares of Selling Fund received in proper form
prior to the close of regular trading on the NYSE on the Valuation Date shall be
accepted by Selling Fund. Redemption requests thereafter received by Selling
Fund shall be deemed to be redemption requests for the Class Y shares of the
Shell Fund Shares (assuming that the transactions contemplated by this Agreement
have been consummated), to be distributed to Selling Fund Shareholders under
this Agreement.

SECTION 2.4. Delivery.

(a) No later than three (3) business days preceding the Closing Date,
Seller shall instruct Seller Custodian to transfer all Assets held by Selling
Fund to the account of Shell Fund maintained at Buyer Custodian. Such Assets
shall be delivered by Seller to Buyer Custodian on the Closing Date. The Assets
so delivered shall be duly endorsed in proper form for transfer in such
condition as to constitute a good delivery thereof, in accordance with the
custom of brokers, and shall be accompanied by all necessary state stock
transfer stamps, if any, or a check for the appropriate purchase price thereof.
Cash held by Selling Fund shall be delivered on the Closing Date and shall be in
the form of currency or wire transfer in Federal funds, payable to the order of
the account of Shell Fund at Buyer Custodian.

(b) If, on the Closing Date, Selling Fund is unable to make delivery
in the manner contemplated by Section 2.4(a) of securities held by Selling Fund
for the reason that any of such securities purchased prior to the Closing Date
have not yet been delivered to Selling Fund or its broker, then Buyer shall
waive the delivery requirements of Section 2.4(a) with respect to said
undelivered securities if Selling Fund has delivered to Buyer Custodian by or on
the Closing Date, and with respect to said undelivered securities, executed
copies of an agreement of assignment and escrow and due bills executed on behalf
of said broker or brokers, together with such other documents as may be required
by Buyer or Buyer Custodian, including brokers' confirmation slips.

SECTION 2.5. Termination of Series and Cancellation of Selling Fund Shares.
Following receipt of the Required Shareholder Vote and as soon as reasonably
practicable after the Closing, Seller shall cancel the issued and outstanding
shares of Selling Fund from Selling Fund Shareholders in accordance with its
Governing Documents and all issued and outstanding shares of Selling Fund shall
thereupon be canceled on the books of Seller.

SECTION 2.6. Issuance of Shell Fund Shares. At the Effective Time, Selling
Fund Shareholders of record, determined as of the Effective Time, shall be
issued that number of full and fractional Class Y shares of Shell Fund having a
net asset value equal to the net asset value of such shares of Selling Fund held
by Selling Fund Shareholders on the Valuation Date in accordance with Sections
2.1 and 2.2. Seller shall provide instructions to the transfer agent of Shell
Fund with respect to the Shell Fund Shares to be issued to Selling Fund
Shareholders, including names, addresses dividend reinvestment elections and tax
withholding status of Selling Fund Shareholders and backup withholding and
nonresident alien withholding certifications, notices or records on file with
respect to Selling Fund Shareholders. . Seller shall also provide to the
transfer agent of Shell Fund the AML Documentation and such other information as
Buyer may reasonably request. Buyer shall have no obligation to inquire as to
the validity, propriety or correctness of any such instruction, information or
documentation, but shall, in each case, assume that such instruction,
information or documentation is valid, proper, correct and complete. Buyer shall
record on its books the ownership of the Shell Fund Shares by Selling Fund
Shareholders and shall forward a confirmation of such ownership to Selling Fund
Shareholders. No redemption or repurchase of such shares credited to former
Selling Fund Shareholders in respect of Selling Fund Shares represented by
unsurrendered share certificates shall be permitted until such certificates have
been surrendered to Buyer for cancellation, or if

such certificates are lost or misplaced, until lost certificate affidavits have
been executed and delivered to Buyer.

SECTION 2.7. Investment Securities. On or prior to the Valuation Date,
Seller shall deliver a list setting forth the securities and other investments
Selling Fund then owned together with the respective Federal income tax bases
thereof and holding periods therefor. Seller shall provide to Buyer on or before
the Valuation Date detailed tax basis accounting records for each security and
other investment to be transferred to it pursuant to this Agreement. Such
records shall be prepared in accordance with the requirements for specific
identification tax lot accounting and clearly reflect the bases used for
determination of gain and loss realized on the sale of any security or other
investment transferred to Shell Fund hereunder. Such records shall be made
available by Seller prior to the Valuation Date for inspection by the Treasurer
of Buyer (or his or her designee) or Shell Fund Auditors upon reasonable
request.

SECTION 2.8. Liabilities. Selling Fund shall use reasonable best efforts to
discharge all of its known liabilities, so far as may be practical, prior to the
Closing Date. Shell Fund shall not assume any liabilities of Selling Fund other
than the Liabilities, including, without limitation, any liability for
recoupment of advisory fees waived or expenses paid pursuant to that certain
Expense Limitation Undertaking by and between Seller and Stein Roe.

Article 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller, on behalf of Selling Fund, represents and warrants to Buyer as
follows:

SECTION 3.1. Organization; Authority. Seller is duly organized, validly
existing and in good standing under Applicable Law, with all requisite trust
power and authority to enter into this Agreement and perform its obligations
hereunder.

SECTION 3.2. Registration and Regulation of Seller. Seller is duly
registered with the SEC as an investment company under the Investment Company
Act and all Selling Fund Shares which have been or are being offered for sale
have been duly registered under the Securities Act and have been duly
registered, qualified or are exempt from registration or qualification under the
securities laws of each state or other jurisdiction in which such shares have
been or are being offered for sale, and no action has been taken by Seller to
revoke or rescind any such registration or qualification. To the best of its
knowledge, Selling Fund is in compliance in all material respects with all
applicable laws, rules and regulations, including, without limitation, the
Investment Company Act, the Securities Act, the Exchange Act and all applicable
state securities laws. Selling Fund is in compliance in all material respects
with the investment policies and restrictions applicable to it set forth in the
Seller Registration Statement. The value of the net assets of Selling Fund is
determined using portfolio valuation methods that comply in all material
respects with the requirements of the Investment Company Act and the policies of
Selling Fund and all purchases and redemptions of Selling Fund Shares have been
effected at the net asset value per share calculated in such manner.

SECTION 3.3. Financial Statements. The Selling Fund Financial Statements
have been audited by Ernst & Young L.L.P, an independent registered public
accounting firm, and are in accordance with U.S. generally accepted accounting
principles ("U.S. GAAP") consistently applied, and such statements (copies of
which have been furnished to Shell Fund) present fairly, in all material
respects, the financial condition of Selling Fund as of such date in accordance
with U.S. GAAP, and there are no known contingent liabilities of Selling Fund
required to be reflected on a balance sheet (including the notes thereto) in
accordance with U.S. GAAP as of such date not disclosed therein.

SECTION 3.4. No Material Adverse Changes; Contingent Liabilities. Since the
date of the Selling Fund Financial Statements, no material adverse change has
occurred in the financial condition, results of operations, business, assets or
liabilities of Selling Fund or the status of Selling Fund as a regulated
investment company under the Code, other than changes resulting from any change
in general conditions in the financial or securities markets or the performance
of any investments made by Selling Fund or occurring in the ordinary course of
business of Selling Fund or Seller. There are no contingent liabilities of
Selling Fund not disclosed in the Selling Fund Financial Statements and no
contingent liabilities of Selling Fund have arisen since the date of the most
recent financial statements included in the Selling Fund Financial Statements.

SECTION 3.5. Selling Fund Shares; Business Operations.

(a) Selling Fund Shares have been duly authorized and validly issued
and are fully paid and non-assessable.

(b) During the five-year period ending on the date of the
Reorganization, neither Selling Fund nor any person related to Selling Fund (as
defined in Section 1.368-1(e)(3) of the Treasury Regulations without regard to
Section 1.368-1(e)(3)(i)(A)) will have directly or through any transaction,
agreement, or arrangement with any other person, (i) acquired shares of Selling
Fund for consideration other than shares of Selling Fund, except for shares
redeemed in the ordinary course of Selling Fund's business as an open-end
investment company as required by the Investment Company Act, or (ii) made
distributions with respect to Selling Fund's shares, except for (a)
distributions necessary to satisfy the requirements of Sections 852 and 4982 of
the Code for qualification as a regulated investment company and avoidance of
excise tax liability and (b) additional distributions, to the extent such
additional distributions do not exceed 50 percent of the value (without giving
effect to such distributions) of the proprietary interest in Selling Fund on the
Effective Date.

(c) At the time of its Reorganization, Selling Fund shall not have
outstanding any warrants, options, convertible securities or any other type of
right pursuant to which any Person may acquire Selling Fund Shares, except for
the right of investors to acquire Selling Fund Shares at the public offering
price in the normal course of its business as a series of an open-end management
investment company operating under the Investment Company Act.

(d) Seller does not have, and has not had during the six (6) months
prior to the date of this Agreement, any employees, and shall not hire any
employees from and after the date of this Agreement through the Closing Date.

SECTION 3.6. Accountants. Selling Fund Auditors, which have reported upon
the Selling Fund Financial Statements for the fiscal year or period, as
applicable, ended on the date of the most recent financial statements included
in the Selling Fund Financial Statements are independent public accountants as
required by the Securities Act and the Exchange Act.

SECTION 3.7. Binding Obligation. This Agreement has been duly authorized,
executed and delivered by Seller on behalf of Selling Fund and, assuming this
Agreement has been duly executed and delivered by Buyer and approved by the
shareholders of Selling Fund, constitutes a legal, valid and binding obligation
of Seller enforceable against Seller in accordance with its terms from and with
respect to the revenues and assets of Selling Fund, except as the enforceability
hereof may be limited by bankruptcy, insolvency, reorganization or similar laws
relating to or affecting creditors rights generally, or by general equity
principles (whether applied in a court of law or a court of equity and including
limitations on the availability of specific performance or other equitable
remedies).

SECTION 3.8. No Breaches or Defaults. The execution and delivery of this
Agreement by Seller on behalf of Selling Fund and performance by Seller of its
obligations hereunder have been duly authorized by all necessary trust action on
the part of Seller, other than approval by the shareholders of Selling Fund, and
(i) do not, and on the Closing Date will not, result in any violation of the
Governing Documents of Seller and (ii) do not, and on the Closing Date will not,
result in a breach of any of the terms or provisions of, or constitute (with or
without the giving of notice or the lapse of time or both) a default under, or
give rise to a right of termination, cancellation or acceleration of any
obligation or to the loss of a material benefit under, or result in the creation
or imposition of any Lien upon any Assets or penalty or additional fee of
Selling Fund (except for such breaches or defaults or Liens that would not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect) under (A) any indenture, mortgage or loan agreement or any other
material agreement or instrument to which Seller is a party or by which it may
be bound and which relates to the Assets or business of Selling Fund or to which
any property of Selling Fund may be subject; (B) any Permit (as defined below);
or (C) any existing applicable law, rule, regulation, judgment, order or decree
of any Governmental Authority having jurisdiction over Seller or any property of
Selling Fund. Seller is not under the jurisdiction of a court in a proceeding
under Title 11 of the United States Code or similar case within the meaning of
Section 368(a)(3)(A) of the Code.

SECTION 3.9. Authorizations or Consents. Other than those which shall have
been obtained or made on or prior to the Closing Date and those that must be
made after the Closing Date to comply with Section 2.5 of this Agreement, no
authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority will be required to be obtained or made by Seller in
connection with the execution and delivery by Seller of this Agreement and the
consummation by Seller of the transactions contemplated hereby.

Adverse Effect. To the knowledge of Seller there are no proceedings relating to
the suspension, revocation or modification of any Permit, except for such that
would not reasonably be expected, individually or in the aggregate, to have a
Material Adverse Effect.

SECTION 3.11. No Actions, Suits or Proceedings.

(a) To the knowledge of Seller, there is no pending action, suit or
proceeding, nor has any litigation been overtly threatened in writing or, if
probable of assertion, threatened orally against Seller before any Governmental
Authority which questions the validity or legality of this Agreement or of the
actions contemplated hereby or which seeks to prevent the consummation of the
transactions contemplated hereby, including the Reorganization.

(b) To the knowledge of Seller, there are no judicial, administrative
or arbitration actions, suits, or proceedings instituted or pending or
threatened in writing or, if probable of assertion, threatened orally against
Seller affecting any property, asset, interest or right of Selling Fund, that
could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect with respect to Selling Fund. To the knowledge of
Seller, there are not in existence on the date hereof any plea agreements,
judgments, injunctions, consents, decrees, exceptions or orders that were
entered by, filed with or issued by any Governmental Authority relating to
Seller's conduct of the business of Selling Fund affecting in any significant
respect the conduct of such business. Seller is not, and has not been, to the
knowledge of Seller, the target of any material investigation by the SEC or any
state securities administrator with respect to its conduct of the business of
Selling Fund, other than as has been disclosed in the Seller Registration
Statement.

SECTION 3.12. Contracts. Seller is not in default under any contract,
agreement, commitment, arrangement, lease, insurance policy or other instrument
to which it is a party and which involves or affects the Assets of Selling Fund,
by which the Assets, business, or operations of Selling Fund may be bound or
affected, or under which it or the Assets, business or operations of Selling
Fund receives benefits, which default could reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect, and, to the knowledge of
Seller there has not occurred any event (including the Reorganization) that,
with the lapse of time or the giving of notice or both, would constitute such a
default.

SECTION 3.13. Properties and Assets. Selling Fund has good and marketable
title to all Assets, including properties and assets reflected in the Selling
Fund Financial Statements as owned by it, free and clear of all Liens, except as
described in the Selling Fund Financial Statements.

SECTION 3.14. Taxes.

Date. Selling Fund has no earnings and profits accumulated in any taxable year
in which the provisions of Subchapter M of the Code did not apply to it. In
order to (i) ensure continued qualification of Selling Fund for treatment as a
"regulated investment company" for tax purposes and (ii) eliminate any tax
liability of Selling Fund arising by reason of undistributed investment company
taxable income or net capital gain, Seller will declare on or prior to the
Valuation Date to the shareholders of Selling Fund a dividend or dividends that,
together with all previous such dividends, shall have the effect of distributing
(A) all of Selling Fund's investment company taxable income (determined without
regard to any deductions for dividends paid) for the taxable year ended November
30, 2008 and (B) all of Selling Fund's net capital gain recognized in its
taxable year ended November 30, 2008 (after reduction for any capital loss
carryover).

(b) Selling Fund has timely filed all Returns required to be filed by
it and all Taxes with respect thereto have been paid, except where the failure
so to file or so to pay, would not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect. Adequate provision has been
made in the Selling Fund Financial Statements for all Taxes in respect of all
periods ended on or before the date of such financial statements, except where
the failure to make such provisions would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect. No
deficiencies for any Taxes have been proposed, assessed or asserted in writing
by any taxing authority against Selling Fund, and no deficiency has been
proposed, assessed or asserted, in writing, where such deficiency would
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect. No waivers of the time to assess any such Taxes are outstanding
nor are any written requests for such waivers pending and no Return of Selling
Fund is currently being or has been audited with respect to income taxes or
other Taxes by any Federal, state, local or foreign Tax authority.

SECTION 3.15. Benefit and Employment Obligations. Selling Fund has no
obligation to provide any post-retirement or post-employment benefit to any
Person. Immediately after the Closing Date and as a result of the Closing,
Selling Fund will have no obligation to provide any post-retirement or
post-employment benefit to any Person, including but not limited to under any
Benefit Plan, and will have no obligation to provide unfunded deferred
compensation or other unfunded or self-funded benefits to any Person.

SECTION 3.16. Brokers. No broker, finder or similar intermediary has acted
for or on behalf of Seller in connection with this Agreement or the transactions
contemplated hereby, and no broker, finder, agent or similar intermediary is
entitled to any broker's, finder's or similar fee or other commission in
connection therewith based on any agreement, arrangement or understanding with
Seller or any action taken by it.

SECTION 3.17. Voting Requirements. The Required Shareholder Vote is the
only vote of the holders of any class of shares of Selling Fund necessary to
approve this Agreement.

SECTION 3.18. State Takeover Statutes. No state takeover statute or similar
statute or regulation applies or purports to apply to this Agreement or any of
the transactions contemplated by this Agreement.

SECTION 3.19. Books and Records. The books and records of Seller relating
to Selling Fund, reflecting, among other things, the performance returns of
Selling Fund that are or have been included in Selling Fund's prospectuses,
advertisements and sales literature and the information used to calculate such
performance returns ("Performance Calculation Information"), the purchase and
sale of Selling Fund Shares, the identity and tax status of Selling Fund
Shareholders, the AML Documentation, the number of issued and outstanding shares
owned by each Selling Fund Shareholder and the state or other jurisdiction in
which such shares were offered and sold, are complete and accurate in all
material respects.

SECTION 3.20. Prospectus and Statement of Additional Information. The
current prospectus and statement of additional information for Selling Fund as
of the date on which they were issued did not contain, and as supplemented by
any supplement thereto dated prior to or on the Closing Date do not contain, any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.

SECTION 3.21. No Distribution. Shell Fund Shares are not being acquired for
the purpose of any distribution thereof, other than in accordance with the terms
of this Agreement.

SECTION 3.22. Liabilities of Selling Fund. The Liabilities that are to be
assumed by Shell Fund in connection with the Reorganization, or to which the
assets of Selling Fund to be transferred in the Reorganization are subject, were
incurred by Selling Fund in the ordinary course of its business. The fair market
value of the assets of Selling Fund to be transferred to Shell Fund in the
Reorganization will equal or exceed the sum of the Liabilities to be assumed by
Shell Fund.

SECTION 3.23. Shareholder Expenses. Selling Fund Shareholders will pay
their own expenses, if any, incurred in connection with the Reorganization.

SECTION 3.24. Intercompany Indebtedness; Consideration. There is no
intercompany indebtedness between Seller and Buyer that was issued or acquired,
or will be settled, at a discount. No consideration other than Shell Fund Shares
(and Shell Fund's assumption of the Liabilities) will be given in exchange for
the Assets of Selling Fund acquired by Shell Fund in connection with the
Reorganization.

SECTION 3.25. Information Supplied by Seller. The information supplied by
Seller regarding Seller or Selling Fund that is included or referenced in the
Registration Statement on Form N-14 of Buyer contemplated by section 4.4(b) of
this Agreement shall be true, accurate and complete in all respects.

SECTION 3.26. Selling Fund Fiscal Year. The Selling Fund has not changed
its annual accounting period (fiscal year) within the past five years.

Article 4

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer, on behalf of Shell Fund, represents and warrants to Seller as
follows:

SECTION 4.1. Organization; Authority. Buyer is duly organized, validly
existing and in good standing under Applicable Law, with all requisite trust
power, and authority to enter into this Agreement and perform its obligations
hereunder.

SECTION 4.2. Registration and Regulation of Buyer. Buyer is duly registered
with the SEC as an investment company under the Investment Company Act. Shell
Fund is in compliance in all material respects with all applicable laws, rules
and regulations, including, without limitation, the Investment Company Act, the
Securities Act, the Exchange Act and all applicable state securities laws. Shell
Fund is in compliance in all material respects with the applicable investment
policies and restrictions set forth in the Buyer Registration Statement. The
value of the net assets of Shell Fund is determined using portfolio valuation
methods that comply in all material respects with the requirements of the
Investment Company Act and the policies of Shell Fund and all purchases and
redemptions of Shell Fund Shares have been effected at the net asset value per
share calculated in such manner.

SECTION 4.3. Financial Statements. Shell Fund is a newly created series
portfolio of Seller formed for the purpose of receiving the Assets of the
Selling Fund in connection with the Reorganization. Accordingly, Shell Fund has
not prepared books of account and related records or financial statements.

SECTION 4.4. Registration of Shell Fund Shares.

(a) Shell Fund currently has Class Y shares. Under its Governing
Documents, Buyer is authorized to issue an unlimited number of shares of such
class.

(b) Shell Fund Shares to be issued pursuant to Section 2.6 shall on
the Closing Date be duly registered under the Securities Act by a Registration
Statement on Form N-14 of Buyer then in effect.

(c) On the Closing Date, Shell Fund will have good and marketable
title to Shell Fund's Assets, free of any liens or other encumbrances, except
those liens or encumbrances incurred in the ordinary course of Shell Fund's
business or as to which Selling Fund has received notice and necessary
documentation at or prior to the Closing;

(d) Shell Fund Shares to be issued pursuant to Section 2.6 are duly
authorized and on the Closing Date, assuming the consummation of the
Reorganization in accordance with

this Agreement, will be validly issued and fully paid and non-assessable and
will conform to the description thereof contained in the Registration Statement
on Form N-14 then in effect. At the time of its Reorganization, Shell Fund shall
not have outstanding any warrants, options, convertible securities or any other
type of right pursuant to which any Person could acquire shares of Shell Fund,
except for the right of investors to acquire shares of Shell Fund at the public
offering price in the normal course of its business as a series of an open-end
management investment company operating under the Investment Company Act.

(e) The combined proxy statement/prospectus (the "Combined Proxy
Statement/Prospectus"), which forms a part of Buyer's Registration Statement on
Form N-14, shall be furnished to the shareholders of Selling Fund entitled to
vote at the Shareholders Meeting in accordance with normal market practice for
such transactions. The Combined Proxy Statement/Prospectus and related Statement
of Additional Information of Shell Fund, when they become effective, shall
conform in all material respects to the applicable requirements of the
Securities Act and the Investment Company Act and shall not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, provided that, with
respect to information in the Combined Proxy Statement/Prospectus derived from
information supplied by Seller or its agents, Buyer is relying on the accuracy
of Seller's representation in Section 3.25 in making this representation.

(f) The shares of Shell Fund which have been or are being offered for
sale (other than the Shell Fund Shares to be issued in connection with the
Reorganization) have been duly registered under the Securities Act by the Buyer
Registration Statement and have been duly registered, qualified or are exempt
from registration or qualification under the securities laws of each state or
other jurisdiction in which such shares have been or are being offered for sale,
and no action has been taken by Buyer to revoke or rescind any such registration
or qualification.

SECTION 4.5. Accountants. Shell Fund Auditors are independent public
accountants as required by the Securities Act and the Exchange Act.

SECTION 4.6. Binding Obligation. This Agreement has been duly authorized,
executed and delivered by Buyer on behalf of Shell Fund and, assuming this
Agreement has been duly executed and delivered by Seller, constitutes the legal,
valid and binding obligation of Buyer, enforceable against Buyer in accordance
with its terms from and with respect to the revenues and assets of Shell Fund,
except as the enforceability hereof may be limited by bankruptcy, insolvency,
reorganization or similar laws relating to or affecting creditors' rights
generally, or by general equity principles (whether applied in a court of law or
a court of equity and including limitations on the availability of specific
performance or other equitable remedies).

SECTION 4.7. No Breaches or Defaults. The execution and delivery of this
Agreement by Buyer on behalf of Shell Fund and performance by Buyer of its
obligations hereunder have been duly authorized by all necessary trust action on
the part of Buyer and (i) do not, and on the Closing Date will not, result in
any violation of the Governing Documents of Buyer and (ii) do not, and on the
Closing Date will not, result in a breach of any of the terms or

provisions of, or constitute (with or without the giving of notice or the lapse
of time or both) a default under, or give rise to a right of termination,
cancellation or acceleration of any obligation or to the loss of a material
benefit under, or result in the creation or imposition of any Lien upon any
property or assets of Shell Fund (except for such breaches or defaults or Liens
that would not reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect) under (A) any indenture, mortgage or loan agreement
or any other material agreement or instrument to which Buyer is a party or by
which it may be bound and which relates to the assets of Shell Fund or to which
any properties of Shell Fund may be subject; (B) any Permit; or (C) any existing
applicable law, rule, regulation, judgment, order or decree of any Governmental
Authority having jurisdiction over Buyer or any property of Shell Fund. Buyer is
not under the jurisdiction of a court in a proceeding under Title 11 of the
United States Code or similar case within the meaning of Section 368(a)(3)(A) of
the Code.

SECTION 4.8. Authorizations or Consents. Other than those which shall have
been obtained or made on or prior to the Closing Date, no authorization or
approval or other action by, and no notice to or filing with, any Governmental
Authority will be required to be obtained or made by Buyer in connection with
the due execution and delivery by Buyer of this Agreement and the consummation
by Buyer of the transactions contemplated hereby.

SECTION 4.9. Permits. Buyer has in full force and effect all Permits
necessary for it to conduct its business as presently conducted as it relates to
Shell Fund, and there has occurred no default under any Permit, except for the
absence of Permits and for defaults under Permits the absence or default of
which would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. To the knowledge of Buyer there are no
proceedings relating to the suspension, revocation or modification of any
Permit, except for such that would not reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect.

SECTION 4.10. No Actions, Suits or Proceedings.

(a) There is no pending action, suit or proceeding, nor, to the
knowledge of Buyer, has any litigation been overtly threatened in writing or, if
probable of assertion, orally, against Buyer before any Governmental Authority
which questions the validity or legality of this Agreement or of the
transactions contemplated hereby, or which seeks to prevent the consummation of
the transactions contemplated hereby, including the Reorganization.

(b) There are no judicial, administrative or arbitration actions,
suits, or proceedings instituted or pending or, to the knowledge of Buyer,
threatened in writing or, if probable of assertion, orally, against Buyer,
affecting any property, asset, interest or right of Shell Fund, that could
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect with respect to Shell Fund. There are not in existence on the
date hereof any plea agreements, judgments, injunctions, consents, decrees,
exceptions or orders that were entered by, filed with or issued by any
Governmental Authority relating to Buyer's conduct of the business of Shell Fund
affecting in any significant respect the conduct of such business. Buyer is not,
and has not been, to the knowledge of Buyer, the target of any material
investigation by the SEC or any state securities administrator with respect to
its conduct of the business of Shell Fund, other than as has been disclosed in
the Shell Fund Registration Statement.

SECTION 4.11. Taxes.

(a) Shell Fund intends to elect to be a regulated investment company
under Subchapter M of the Code and is a fund that is treated as a separate
corporation under Section 851(g) of the Code. Shell Fund will satisfy the
requirements of Part I of Subchapter M of the Code to maintain qualification as
a regulated investment company for its current taxable year. Shell Fund has no
earnings or profits accumulated in any taxable year in which the provisions of
Subchapter M of the Code did not apply to it.

(b) Shell Fund has timely filed all Returns required to be filed by it
and all Taxes with respect thereto have been paid, except where the failure so
to file or so to pay, would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect.

SECTION 4.12. Brokers. No broker, finder or similar intermediary has acted
for or on behalf of Buyer in connection with this Agreement or the transactions
contemplated hereby, and no broker, finder, agent or similar intermediary is
entitled to any broker's, finder's or similar fee or other commission in
connection therewith based on any agreement, arrangement or understanding with
Buyer or any action taken by it.

SECTION 4.13. Representations Concerning the Reorganization.

(a) There is no plan or intention by Buyer or any person related to Buyer
to acquire or redeem any Shell Fund Shares issued in the Reorganization, except
to the extent that Shell Fund is required by the Investment Company Act to
redeem any of its shares presented for redemption at net asset value in the
ordinary course of its business as an open-end, management investment company.

(b) Shell Fund has no plan or intention to sell or otherwise dispose of any
of the Assets of Selling Fund acquired in the Reorganization, other than in the
ordinary course of its business and to the extent necessary to maintain its
status as a "regulated investment company" under the Code.

(c) Following the Reorganization, Shell Fund will continue an "historic
business" of Selling Fund or use a significant portion of Selling Fund's
"historic business assets" in a business. For purposes of this representation,
the terms "historic business" and "historic business assets" shall have the
meanings ascribed to them in Section 1.368-1(d) of the Treasury Regulations.

(d) Prior to or in the Reorganization, neither Shell Fund nor any person
related to Shell Fund (for purposes of this paragraph as defined in Section
1.368-1(e)(3) of the Treasury Regulations) will have acquired directly or
through any transaction, agreement or arrangement with any other person, shares
of Shell Fund with consideration other than shares of Shell Fund. There is no
plan or intention by Shell Fund to redeem, or by any person related to Shell
Fund to acquire, any of the Shell Fund Shares issued in the Reorganization
either directly or through any transaction, agreement or arrangement with any
other person, other than redemptions in the ordinary course of Buying Fund's
business as an open-end investment company as required by the Investment Company
Act.

SECTION 4.14. Prospectus and Statement of Additional Information. The
current prospectus and statement of additional information for Shell Fund as of
the date on which it was issued does not contain, and as supplemented by any
supplement thereto dated prior to or on the Closing Date does not contain, any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.

SECTION 4.15. Intercompany Indebtedness; Consideration. There is no
intercompany indebtedness between Seller and Buyer that was issued or acquired,
or will be settled, at a discount. No consideration other than Shell Fund
Shares (and Shell Fund's assumption of the Liabilities) will be given in
exchange for the Assets of Selling Fund acquired by Shell Fund in connection
with the Reorganization. The fair market value of the Assets of Selling Fund
transferred to Shell Fund in the Reorganization will equal or exceed the sum of
the Liabilities assumed by Shell Fund.

Article 5

COVENANTS

SECTION 5.1. Conduct of Business.

(a) From the date of this Agreement up to and including the Closing Date
(or, if earlier, the date upon which this Agreement is terminated pursuant to
Article 7), Seller shall conduct the business of Selling Fund only in the
ordinary course and substantially in accordance with past practices, and shall
use its reasonable best efforts to preserve intact its business organization and
material assets and maintain the rights, franchises and business and customer
relations necessary to conduct the business operations of Selling Fund in the
ordinary course in all material respects.

(b) From the date of this Agreement up to and including the Closing Date
(or, if earlier, the date upon which this Agreement is terminated pursuant to
Article 7), Buyer shall conduct the business of Shell Fund only in the ordinary
course and substantially in accordance with past practices, and shall use its
reasonable best efforts to preserve intact its business organization and
material assets and maintain the rights, franchises and business and customer
relations necessary to conduct the business operations of Shell Fund in the
ordinary course in all material respects.

SECTION 5.2. Expenses. Invesco Aim shall bear the costs and expenses of
Buyer and Shell Fund incurred in connection with the transactions contemplated
by this Agreement and no costs or expenses of Seller or Selling Fund incurred in
connection with the transactions contemplated by this Agreement shall be charged
to or borne by Seller, Selling Fund, Buyer or Shell Fund.

conditions precedent to the consummation of the Reorganization, including the
execution and delivery of any documents, certificates, instruments or other
papers that are reasonably required for the consummation of the Reorganization.

SECTION 5.4. Notice of Events. Buyer shall give prompt notice to Seller,
and Seller shall give prompt notice to Buyer, of (a) the occurrence or
non-occurrence of any event which to the knowledge of Buyer or to the knowledge
of Seller would be likely to result in any of the conditions specified in (i) in
the case of Seller, Sections 6.1 and 6.2 or (ii) in the case of Buyer, Sections
6.2 and 6.3, not being satisfied so as to permit the consummation of the
Reorganization and (b) any material failure on its part, or on the part of the
other party hereto of which it has knowledge, to comply with or satisfy any
covenant, condition or agreement to be complied with or satisfied by it
hereunder; provided, however, that the delivery of any notice pursuant to this
Section 5.4 shall not limit or otherwise affect the remedies available hereunder
to any party.

SECTION 5.5. Consents, Approvals and Filings. Each of Seller and Buyer
shall make all necessary filings, as soon as reasonably practicable, including,
without limitation, those required under the Securities Act, the Exchange Act,
the Investment Company Act and the Advisers Act, in order to facilitate prompt
consummation of the Reorganization and the other transactions contemplated by
this Agreement. In addition, each of Seller and Buyer shall use its reasonable
best efforts, and shall cooperate fully with each other (i) to comply as
promptly as reasonably practicable with all requirements of Governmental
Authorities applicable to the Reorganization and the other transactions
contemplated herein and (ii) to obtain as promptly as reasonably practicable all
necessary permits, orders or other consents of Governmental Authorities and
consents of all third parties necessary for the consummation of the
Reorganization and the other transactions contemplated herein, provided that
nothing in this Section shall require Buyer to request a ruling from the
Internal Revenue Service as to the federal tax consequences of the
Reorganization. Each of Seller and Buyer shall use reasonable efforts to provide
such information and communications to Governmental Authorities as such
Governmental Authorities may request.

SECTION 5.6. Submission of Agreement to Shareholders. Subject to the
Registration Statement on Form N-14 becoming declared effective by the SEC,
Seller shall take all action necessary in accordance with applicable law and its
Governing Documents to convene the Shareholders Meeting. Seller shall recommend
to the shareholders of Selling Fund approval of this Agreement. Seller shall use
its reasonable best efforts to hold a Shareholders Meeting as soon as
practicable and advisable after the date hereof.

SECTION 5.7 Statement of Earnings and Profits. As promptly as practicable,
but in any case within sixty days after the Closing Date, the Seller shall
furnish the Buyer, in such form as is reasonably satisfactory to the Buyer, a
statement of the earnings and profits and of any capital loss carryovers and
other items of the Selling Fund for federal income tax purposes that will be
carried over by the Shell Fund as a result of Sections 381 through 384 of the
Code. Such statement will be reviewed by Selling Fund Auditors and certified by
the Seller's Treasurer.

Article 6

CONDITIONS PRECEDENT TO THE REORGANIZATION

SECTION 6.1. Conditions Precedent of Buyer. The obligation of Buyer to
consummate the Reorganization is subject to the satisfaction, at or prior to the
Closing Date, of all of the following conditions, any one or more of which may
be waived in writing by Buyer.

(a) The representations and warranties of Seller on behalf of Selling
Fund set forth in this Agreement shall be true and correct in all material
respects as of the date of this Agreement and as of the Closing Date with the
same effect as though all such representations and warranties had been made as
of the Closing Date.

(b) Seller shall have complied with and satisfied in all material
respects all agreements and conditions relating to Selling Fund set forth herein
on its part to be performed or satisfied at or prior to the Closing Date.

(c) Buyer shall have received at the Closing Date (i) a certificate,
dated as of the Closing Date, from an officer of Seller, in such individual's
capacity as an officer of Seller and not as an individual, to the effect that
the conditions specified in Sections 6.1(a) and (b) have been satisfied and (ii)
a certificate, dated as of the Closing Date, from the Secretary or Assistant
Secretary (in such capacity) of Seller certifying as to the accuracy and
completeness of the attached Governing Documents of Seller, and resolutions,
consents and authorizations of or regarding Seller and Selling Fund with respect
to the execution and delivery of this Agreement and the transactions
contemplated hereby.

(d) Unless the Shell Fund provides an opinion of counsel that the
Reorganization qualifies as a "reorganization" under Section 368(a)(1)(F) of the
Code, the Selling Fund shall have declared and paid a dividend or dividends
which, together with all previous such dividends, shall have the effect of
distributing to its shareholders all of the Selling Fund's investment company
taxable income (computed without regard to any deduction for dividends paid), if
any, plus the excess, if any, of its interest income excludible from gross
income under Section 103(a) of the Code over its deductions disallowed under
Sections 265 and 171(a)(2) of the Code, in each case for all taxable periods or
years ending on or before the Closing Date, and all of its net capital gains
realized (after reduction for any capital loss carry forward), if any, in all
taxable periods or years ending on or before the Closing Date.

(e) Buyer shall have received from Seller (1) the instructions,
information and documentation described in Section 2.6 of this Agreement, (2)
the Performance Calculation Information described in Section 3.19 of this
Agreement (3) confirmations or other adequate evidence as to the tax basis and
holding periods of the Assets of Selling Fund transferred to Shell Fund in
accordance with the terms of this Agreement, (4) all FIN 48 work papers and
supporting statements pertaining to the Selling Fund and (5) the tax books and
records of the Selling Fund for purposes of preparing any tax returns required
by law to be filed after the Closing Date.

(f) Seller shall have delivered to Buyer, on behalf of Shell Fund,
Selling Fund's Statement of Assets and Liabilities, as of the Closing Date,
certified by the Treasurer of Seller.

(g) Stein Roe shall have terminated or waived, in either case in
writing, any rights to reimbursement from Selling Fund to which it is entitled
for fees and expenses absorbed by Stein Roe pursuant to voluntary and
contractual fee waiver or expense limitation commitments between Stein Roe and
Selling Fund.

(h) Buyer shall have received on the Closing Date an opinion of
Dechert LLP, counsel to Seller and Selling Fund, dated as of the Closing Date,
covering the following points:

(i) The Agreement has been duly authorized by Seller, on behalf of the
Selling Fund and, assuming due authorization, execution and delivery of the
Agreement by Buyer, Shell Fund, Invesco Aim and Stein Roe, is a valid and
binding obligation of Seller, on behalf of the Selling Fund enforceable against
it in accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization, moratorium and other laws relating to or affecting
creditors' rights generally and to general equity principles.

SECTION 6.2. Mutual Conditions. The obligations of Seller and Buyer to
consummate the Reorganization are subject to the satisfaction, at or prior to
the Closing Date, of all of the following further conditions, any one or more of
which may be waived in writing by Seller and Buyer, but only if and to the
extent that such waiver is mutual.

(a) All filings required to be made prior to the Closing Date with,
and all consents, approvals, permits and authorizations required to be obtained
on or prior to the Closing Date from, Governmental Authorities in connection
with the execution and delivery of this Agreement and the consummation of the
transactions contemplated herein by Seller and Buyer shall have been made or
obtained, as the case may be; provided, however, that such consents, approvals,
permits and authorizations may be subject to conditions that would not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect.

(b) This Agreement, the Reorganization of Selling Fund and related
matters shall have been approved and adopted at the Shareholders Meeting by the
shareholders of Selling Fund on the record date by the Required Shareholder
Vote.

(c) The Assets of Selling Fund to be acquired by Shell Fund shall
constitute at least 90% of the fair market value of the net assets and at least
70% of the fair market value of the gross assets held by Selling Fund
immediately prior to the Reorganization. For purposes of this Section 6.2(c),
assets used by Selling Fund to pay the expenses it incurs in connection with
this Agreement and the Reorganization and to effect all shareholder redemptions
and distributions (other than regular, normal dividends and regular, normal
redemptions pursuant to the Investment Company Act, and not in excess of the
requirements of Section 852 of the Code, occurring in the ordinary course of
Selling Fund's business as a series of an open-end management investment
company) after the date of this Agreement shall be included as Assets of Selling
Fund held immediately prior to the Reorganization.

(d) No temporary restraining order, preliminary or permanent
injunction or other order issued by any Governmental Authority preventing the
consummation of the Reorganization on the Closing Date shall be in effect;
provided, however, that the party or parties invoking this condition shall use
reasonable efforts to have any such order or injunction vacated.

(e) The Registration Statement on Form N-14 filed by Buyer with
respect to Shell Fund Shares to be issued to Selling Fund Shareholders in
connection with the Reorganization shall have become effective under the
Securities Act and shall include an undertaking therein to file the opinion
referenced in Section 6.2(f) as a post-effective amendment to such Registration
Statement after the Closing Date, and no stop order suspending the effectiveness
thereof shall have been issued and, to the best knowledge of the parties hereto,
no investigation or proceeding for that purpose shall have been instituted or be
pending, threatened or contemplated under the Securities Act.

(f) Seller and Buyer shall have received on or before the Closing Date
an opinion of Buyer Counsel in form and substance reasonably acceptable to
Seller and Buyer, as to the matters set forth on Schedule 6.2(f). In rendering
such opinion, Buyer Counsel may request and rely upon representations contained
in certificates of officers of Seller, Buyer and others, and

the officers of Seller and Buyer shall use their best efforts to make available
such truthful certificates.

(g) Selling Fund and Shell Fund shall have agreed on the number of
full and fractional Shell Fund Shares to be issued in connection with the
Reorganization after such number has been calculated in accordance with Sections
2.1 and 2.2.

SECTION 6.3. Conditions Precedent of Seller. The obligation of Seller to
consummate the Reorganization is subject to the satisfaction, at or prior to the
Closing Date, of all of the following conditions, any one or more of which may
be waived in writing by Seller.

(a) The representations and warranties of Buyer on behalf of Shell
Fund set forth in this Agreement shall be true and correct in all material
respects as of the date of this Agreement and as of the Closing Date with the
same effect as though all such representations and warranties had been made as
of the Closing Date.

(b) Buyer shall have complied with and satisfied in all material
respects all agreements and conditions relating to Shell Fund set forth herein
on its part to be performed or satisfied at or prior to the Closing Date.

(c) Seller shall have received on the Closing Date (i) a certificate,
dated as of the Closing Date, from an officer of Buyer, in such individual's
capacity as an officer of Buyer and not as an individual, to the effect that the
conditions specified in Sections 6.3(a) and (b) have been satisfied and (ii) a
certificate, dated as of the Closing Date, from the Secretary or Assistant
Secretary of Buyer (in such capacity) certifying as to the accuracy and
completeness of the attached Governing Documents of Buyer and resolutions,
consents and authorizations of or regarding Buyer with respect to the execution
and delivery of this Agreement and the transactions contemplated hereby.

(d) Seller shall have received on the Closing Date an opinion of
Stradley Ronon Stevens & Young, LLP, counsel to Buyer and the Shell Fund, dated
as of the Closing Date, covering the following points:

(i) The Shell Fund shares to be issued to the Selling Fund
Shareholders as provided by this Agreement are duly authorized, upon such
delivery will be validly issued and outstanding, and will be fully paid and
non-assessable by the Buyer; and

(ii) The Agreement has been duly authorized by Buyer, on behalf
of the Shell Fund and, assuming due authorization, execution and delivery
of the Agreement by Seller, Selling Fund, Invesco Aim and Stein Roe, is a
valid and binding obligation of Buyer, on behalf of the Shell Fund
enforceable against it in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors' rights generally and to
general equity principles.

Article 7

TERMINATION OF AGREEMENT

SECTION 7.1. Termination. This Agreement may be terminated on or prior to
the Closing Date as follows:

(a) by mutual written consent of Seller and Buyer; or

(b) at the election of Seller or Buyer, to be effectuated by the
delivery by the terminating party to the other party of a written notice of such
termination:

(i) if the Closing Date shall not be on or before the Termination
Date, unless the failure to consummate the Reorganization is the result of
a willful and material breach of this Agreement by the party seeking to
terminate this Agreement;

(ii) if, upon a vote at the Shareholders Meeting or any final
adjournment thereof, the Required Shareholder Vote shall not have been
obtained as contemplated by Section 6.2(b); or

(iii) if any Governmental Authority shall have issued an order,
decree or ruling or taken any other action permanently enjoining,
restraining or otherwise prohibiting the Reorganization and such order,
decree, ruling or other action shall have become final and nonappealable.

SECTION 7.2. Survival After Termination. If this Agreement is terminated in
accordance with Section 7.1 hereof and the Reorganization of Selling Fund is not
consummated, this Agreement shall become void and of no further force and effect
with respect to the Reorganization and Selling Fund, except for the provisions
of Section 5.3.

Article 8

MISCELLANEOUS

SECTION 8.1. Survival of Representations, Warranties and Covenants. The
representations and warranties in this Agreement, and the covenants in this
Agreement that are required to be performed at or prior to the Closing Date,
shall terminate two (2) years following the Closing Date. The covenants in this
Agreement that are required to be performed in whole or in part subsequent to
the Closing Date shall survive the consummation of the transactions contemplated
hereunder for a period of two (2) years following the Closing Date.

SECTION 8.2. Governing Law. This Agreement shall be construed and
interpreted according to the laws of the State of Delaware applicable to
contracts made and to be performed wholly within such state.

construed to confer upon any entity or Person other than the parties hereto and
their respective successors and permitted assigns any right, remedy or claim
under or by reason of this Agreement or any part hereof. Without the prior
written consent of the parties hereto, this Agreement may not be assigned by any
of the parties hereto.

SECTION 8.4. Obligations of Buyer and Seller.

(a) Seller and Buyer hereby acknowledge and agree that Shell Fund is a
separate investment portfolio of Buyer, that Buyer is executing this Agreement
on behalf of Shell Fund, and that any amounts payable by Buyer under or in
connection with this Agreement shall be payable solely from the revenues and
assets of Shell Fund. Seller further acknowledges and agrees that this Agreement
has been executed by a duly authorized officer of Buyer in his or her capacity
as an officer of Buyer intending to bind Buyer as provided herein, and that no
officer, trustee or shareholder of Buyer shall be personally liable for the
liabilities or obligations of Buyer incurred hereunder. Finally, Seller
acknowledges and agrees that the liabilities and obligations of Shell Fund
pursuant to this Agreement shall be enforceable against the assets of Shell Fund
only and not against the assets of Buyer generally or assets belonging to any
other series of Buyer.

(b) Seller and Buyer hereby acknowledge and agree that Selling Fund is
a separate investment portfolio of Seller, that Seller is executing this
Agreement on behalf of Selling Fund and that any amounts payable by Seller under
or in connection with this Agreement shall be payable solely from the revenues
and assets of Selling Fund. Buyer further acknowledges and agrees that this
Agreement has been executed by a duly authorized officer of Seller in his or her
capacity as an officer of Seller intending to bind Seller as provided herein,
and that no officer, trustee or shareholder of Seller shall be personally liable
for the liabilities or obligations of Seller incurred hereunder. Finally, Buyer
acknowledges and agrees that the liabilities and obligations of Selling Fund
pursuant to this Agreement shall be enforceable against the assets of Selling
Fund only and not against the assets of Seller generally or assets belonging to
any other series of Seller.

SECTION 8.5. Amendments. This Agreement may not be amended, altered or
modified except by a written instrument executed by Seller and Buyer, provided
that, Invesco Aim and/or Stein Roe must also execute such written instrument
with respect to any amendment, alteration or modification that affects the
representations or obligations of Invesco Aim and/or Stein Roe under this
Agreement.

SECTION 8.6. Enforcement. The parties agree irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States or
any state having jurisdiction, in addition to any other remedy to which they are
entitled at law or in equity.

SECTION 8.7. Interpretation. When a reference is made in this Agreement to
a Section, Exhibit or Schedule, such reference shall be to a Section of, or an
Exhibit or a Schedule to, this

Agreement unless otherwise indicated. The table of contents and headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. Whenever the words
"include," "includes" or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation." Each representation and
warranty contained in Article 3 or 4 that relates to a general category of a
subject matter shall be deemed superseded by a specific representation and
warranty relating to a subcategory thereof to the extent of such specific
representation or warranty.

SECTION 8.8. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and each of which shall constitute one
and the same instrument.

SECTION 8.9. Entire Agreement; Exhibits and Schedules. This Agreement,
including the Exhibits, Schedules, certificates and lists referred to herein,
and any documents executed by the parties simultaneously herewith or pursuant
thereto, constitute the entire understanding and agreement of the parties hereto
with respect to the subject matter hereof and supersedes all other prior
agreements and understandings, written or oral, between the parties with respect
to such subject matter.

SECTION 8.10. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand or by overnight courier, two days after being
sent by registered mail, return receipt requested, or when sent by telecopier
(with receipt confirmed), provided, in the case of a telecopied notice, a copy
is also sent by registered mail, return receipt requested, or by courier,
addressed as follows (or to such other address as a party may designate by
notice to the other):

(a) If to Seller:

Atlantic Whitehall Funds Trust
[Address]
Attn: [Name]

with a copy to:

Dechert LLP
200 Clarendon Street, 27th Floor
Boston, MA 02116-5201
Attn: John V. O'Hanlon

(b) If to Buyer:

AIM Equity Funds
11 Greenway Plaza, Suite 100
Houston, TX 77046-1173
Attn: John M. Zerr

with a copy to:

Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Attn: E. Carolan Berkley

SECTION 8.11. Representations by Investment Adviser.

(a) In its capacity as investment adviser to Seller, Stein Roe
represents to Buyer that to the best of its knowledge the representations and
warranties of Seller and Selling Fund contained in this Agreement are true and
correct as of the date of this Agreement. For purposes of this Section 8.11(a),
the best knowledge standard shall be deemed to mean that the officers of Stein
Roe who have substantive responsibility for the provision of investment advisory
services to Seller do not have actual knowledge to the contrary after due
inquiry.

(b) In its capacity as investment adviser to Buyer, Invesco Aim
represents to Seller that to the best of its knowledge the representations and
warranties of Buyer and Shell Fund contained in this Agreement are true and
correct as of the date of this Agreement. For purposes of this Section 8.11(b),
the best knowledge standard shall be deemed to mean that the officers of Invesco
Aim who have substantive responsibility for the provision of investment advisory
services to Buyer do not have actual knowledge to the contrary after due
inquiry.

SECTION 8.12. Successors and Assigns; Assignment. This Agreement shall be
binding upon and inure to the benefit of Seller, on behalf of Selling Fund, and
Buyer, on behalf of Shell Fund, Invesco Aim and Stein Roe, and their respective
successors and permitted assigns. The parties hereto expressly acknowledge and
agree that this Agreement shall be binding upon and inure to the benefit of
Buyer, Seller, Invesco Aim and Stein Roe.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

ATLANTIC WHITEHALL FUNDS TRUST, acting
on behalf of ATLANTIC WHITEHALL EQUITY
INCOME FUND

By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------

AIM EQUITY FUNDS, acting on behalf of
AIM DISCIPLINED EQUITY FUND

By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------

INVESCO AIM ADVISORS, INC.

By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------

STEIN ROE INVESTMENT COUNSEL, INC.

By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------

EXHIBIT A

LIABILITIES OF SELLING FUND

[To be completed, if applicable]

SCHEDULE 6.2(F)

TAX OPINIONS

(i) The transfer of the assets of Selling Fund to Shell Fund in exchange
solely for Shell Fund Shares distributed directly to Selling Fund Shareholders
and Shell Fund's assumption of the Liabilities, as provided in the Agreement,
will constitute a "reorganization" within the meaning of Section 368(a) of the
Code and Selling Fund and Shell Fund will be "a party to a reorganization"
within the meaning of Section 368(b) of the Code.

(ii) In accordance with Section 361(a) and Section 361(c)(1) of the Code,
no gain or loss will be recognized by Selling Fund on the transfer of its assets
to Shell Fund solely in exchange for Shell Fund Shares and Shell Fund's
assumption of the Liabilities or on the distribution of Shell Fund Shares to
Selling Fund Shareholders.

(iii) In accordance with Section 1032 of the Code, no gain or loss will be
recognized by Shell Fund upon the receipt of assets of Selling Fund in exchange
for Shell Fund Shares issued directly to Selling Fund Shareholders.

(iv) In accordance with Section 354(a)(1) of the Code, no gain or loss will
be recognized by Selling Fund Shareholders on the receipt of Shell Fund Shares
in exchange for Selling Fund Shares.

(v) In accordance with Section 362(b) of the Code, the basis to Shell Fund
of the assets of Selling Fund will be the same as the basis of such assets in
the hands of Selling Fund immediately prior to the Reorganization.

(vi) In accordance with Section 358(a) of the Code, a Selling Fund
Shareholder's basis for Shell Fund Shares received by the Selling Fund
Shareholder will be the same as his or her basis for Selling Fund Shares
exchanged therefor.

(vii) In accordance with Section 1223(1) of the Code, a Selling Fund
Shareholder's holding period for Shell Fund Shares will be determined by
including such Selling Fund Shareholder's holding period for Selling Fund Shares
exchanged therefor, provided that such Selling Fund Shareholder held such
Selling Fund Shares as a capital asset.

(viii) In accordance with Section 1223(2) of the Code, the holding period
with respect to the assets of Selling Fund transferred to Shell Fund in the
Reorganization will include the holding period for such assets in the hands of
Selling Fund.

(ix) In accordance with Section 381(a) of the Code, Shell Fund will succeed
to and take into account, as of the date of the transfer (as defined in Section
1.381(b)-1(b) of the Treasury Regulations), the items of Selling Fund described
in Section 381(c) of the Code, subject to the conditions and limitations
specified in Sections 381(b) and (c) through 384 of the Code and the Treasury
Regulations thereunder.

APPENDIX II

AIM Disciplined Equity Fund

PROSPECTUS

July 14, 2009

AIM Disciplined Equity Fund's investment objective is long-term capital
appreciation and current income.

This prospectus contains important information about the Class Y shares of the
fund. Please read it before investing and keep it for future reference.

As with all other mutual fund securities, the Securities and Exchange Commission
has not approved or disapproved these securities or determined whether the
information in this prospectus is adequate or accurate. Anyone who tells you
otherwise is committing a crime.

An investment in the fund:

- is not FDIC insured;

- may lose value; and

- is not guaranteed by a bank.

Table of Contents

RISK/RETURN SUMMARY 1
PERFORMANCE INFORMATION 1
FEE TABLE AND EXPENSE EXAMPLE 1
Fee Table 1
Expense Example 2
HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION 2
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS 3
Objective and Strategies 3
Risks 4
DISCLOSURE OF PORTFOLIO HOLDINGS 5
FUND MANAGEMENT 5
The Advisors 5
Advisor Compensation 6
Portfolio Managers 7
OTHER INFORMATION 7
Dividends and Distributions 7
FINANCIAL HIGHLIGHTS 7
GENERAL INFORMATION A-1
Choosing a Share Class A-1
Share Class Eligibility A-2
Distribution and Service (12b-1) Fees A-2
Initial Sales Charges (Class A Only) A-3
Contingent Deferred Sales Charges (CDSCs) A-4
Redemption Fees A-6
Purchasing Shares A-6
Redeeming Shares A-8
Exchanging Shares A-9
Rights Reserved by the Funds A-11
Pricing of Shares A-11
Taxes A-13
Payments to Financial Advisors A-13
Excessive Short-Term Trading Activity
(Market Timing) Disclosures A-14
OBTAINING ADDITIONAL INFORMATION Back Cover

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design,
AIM Investments, AIM Investor, AIM Lifetime America, AIM LINK, AIM Institutional
Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and
Design, Invierta con DISCIPLINA, Invest with DISCIPLINE, The AIM College Savings
Plan, AIM Solo 401(k), AIM Investments and Design and Your goals. Our solutions.
are registered service marks and AIM Bank Connection, AIM Internet Connect, AIM
Private Asset Management, AIM Private Asset Management and Design, AIM Stylized
and/or Design, AIM Alternative Assets and Design and myaim.com are service marks
of Invesco Aim Management Group, Inc. AIM Trimark is a registered service mark
of Invesco Aim Management Group, Inc. and Invesco Trimark Ltd.

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.

Risk/Return Summary

The fund's investment objective is long-term capital appreciation and current
income.

The fund seeks to meet these objectives by investing at least 80% of its
assets in a diversified portfolio of common stocks of publicly traded U.S.
companies. The fund may also invest in convertible securities of any
publicly-traded company, the equity securities of foreign companies and American
Depositary Receipts.

The fund may also invest in debt securities. The fund's investments in the
types of securities described in this prospectus vary from time to time and, at
any time, the fund may not be invested in all types of securities described in
this prospectus. Any percentage limitations with respect to assets of the fund
are applied at the time of purchase.

Among the principal risks of investing in the fund, which could adversely
affect its net asset value, yield and total return are:

Market Risk

Value Investing Risk

Equity Securities Risk

Foreign Securities Risk

Market Capitalization Risk

Convertible Securities Risk

Interest Rate Risk

Credit Risk

Management Risk

Please see "Investment Objective, Strategies and Risks" for a description
of these risks.

There is a risk that you could lose all or a portion of your investment in
the fund and that the income you may receive from your investment may vary. The
value of your investment in the fund will rise and fall with the prices of the
securities in which the fund invests.

An investment in a fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

Performance Information

No performance information is available for the fund because it has not yet
commenced operations. In the future, the fund will disclose performance
information in a bar chart and performance table. Such disclosure will give some
indication of the risks of an investment in the fund by comparing the fund's
performance with a broad measure of market performance and by showing changes in
the fund's performance from year to year.

Fee Table and Expense Example

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

SHAREHOLDER FEES

(FEES PAID DIRECTLY FROM YOUR INVESTMENT) CLASS Y
----------------------------------------- -------

Maximum Sales Charge (Load) None
Imposed on Purchases
(as a percentage of offering price)

Maximum Deferred Sales Charge (Load) None
(as a percentage of original purchase
price or redemption proceeds, whichever
is less)

ANNUAL FUND OPERATING EXPENSES(1)

(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS) CLASS Y
--------------------------------------------- -------

Management Fees 0.70%

Distribution and/or Service (12b-1) Fees None

Other Expenses 0.21

Acquired Fund Fees and Expenses 0.00

Total Annual Fund Operating Expenses(2) 0.91

(1) There is no guarantee that actual expenses will be the same as those shown
in the table.

(2) Total Annual Fund Operating Expenses for Class Y shares are based on
estimated amounts for the current fiscal year.

If a financial institution is managing your account, you may also be charged a
transaction or other fee by such financial institution.

As a result of 12b-1 fees, long-term shareholders in the fund may pay more than
the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different
classes of the fund with the cost of investing in other mutual funds.

The expense example assumes that you:

(i) invest $10,000 in the fund for the time periods indicated;

(ii) redeem all of your shares at the end of the periods indicated;

(iii) earn a 5% return on your investment before operating expenses each year;

(iv) incur the same amount in operating expenses each year (after giving effect
to any applicable contractual fee waivers and/or expense reimbursements);
and

(v) incur applicable initial sales charges (see "General Information--Choosing
a Share Class" section of this prospectus for applicability of initial
sales charge).

To the extent fees are waived and/or expenses are reimbursed voluntarily, your
expenses will be lower. Although your actual returns and costs may be higher or
lower, based on these assumptions your cost would be:

1 YEAR 3 YEARS
------ -------

Class Y $93 $290

Hypothetical Investment and Expense Information

In connection with the final settlement reached between Invesco Aim Advisors,
Inc. and certain of its affiliates with certain regulators, including the New
York Attorney General's Office, the SEC and the Colorado Attorney General's
Office (the settlement) arising out

of certain market timing and unfair pricing allegations made against Invesco Aim
Advisors, Inc. and certain of its affiliates, Invesco Aim Advisors, Inc. and
certain of its affiliates agreed, among other things, to disclose certain
hypothetical information regarding investment and expense information to fund
shareholders. The chart below is intended to reflect the annual and cumulative
impact of the fund's expenses, including investment advisory fees and other fund
costs, on the fund's return over a 10-year period. The example reflects the
following:

- You invest $10,000 in the fund and hold it for the entire 10-year
period;

- Your investment has a 5% return before expenses each year;

- Hypotheticals both with and without any applicable initial sales
charge applied (see "General Information--Choosing a Share Class"
section of this prospectus for applicability of initial sales charge);
and

- There is no sales charge on reinvested dividends.

There is no assurance that the annual expense ratio will be the expense ratio
for the fund classes for any of the years shown. To the extent that Invesco Aim
Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense
reimbursements pursuant to a voluntary arrangement, your actual expenses may be
less. This is only a hypothetical presentation made to illustrate what expenses
and returns would be under the above scenarios; your actual returns and expenses
are likely to differ (higher or lower) from those shown below.

CLASS Y YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------- ---------- ---------- ---------- ---------- ----------

Annual Expense Ratio 0.91% 0.91% 0.91% 0.91% 0.91%
Cumulative Return
Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63%
Cumulative Return
After Expenses 4.09% 8.35% 12.78% 17.39% 22.19%
End of Year Balance $10,409.00 $10,834.73 $11,277.87 $11,739.13 $12,219.26
Estimated Annual
Expenses $ 92.86 $ 96.66 $ 100.61 $ 104.73 $ 109.01

CLASS Y YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10
------- ---------- ---------- ---------- ---------- ----------

Annual Expense Ratio 0.91% 0.91% 0.91% 0.91% 0.91%
Cumulative Return
Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89%
Cumulative Return
After Expenses 27.19% 32.39% 37.81% 43.44% 49.31%
End of Year Balance $12,719.03 $13,239.24 $13,780.73 $14,344.36 $14,931.04
Estimated Annual
Expenses $ 113.47 $ 118.11 $ 122.94 $ 127.97 $ 133.20

Investment Objective, Strategies and Risks

OBJECTIVE AND STRATEGIES

The fund's investment objective is long-term capital appreciation and current
income. The investment objective of the fund may be changed by the Board of
Trustees without shareholder approval.

The fund seeks to meet these objectives by investing, at least 80% of its
assets in a diversified portfolio of common stocks of publicly-traded U.S.
companies. The Fund may also invest in convertible securities of any publicly
traded company, the equity securities of foreign companies and American
Depositary Receipts.

The fund may also invest in debt securities, including lower quality debt
securities. The fund's investments in the types of securities described in this
prospectus vary from time to time and, at any time, the fund may not be invested
in all types of securities described in this prospectus. Any percentage
limitations with respect to assets of the fund are applied at the time of
purchase.

The fund normally invests in common stocks that generate strong cash flow
and are available at attractive valuations. The fund's portfolio managers will
be opportunistic with regard to the prices it will pay for new investments and
at which it will terminate positions. The fund seeks a yield for its
shareholders that exceeds the yield on the securities comprising the S&P 500(R)
Index. The Fund is not restricted to investing in particular sectors or in
stocks within a market capitalization range, but will tend toward large-cap
companies.

The fund's portfolio managers emphasize a bottom-up, fundamental stock
selection that focuses on companies that can consistently deliver strong cash
flow growth and return on invested capital. The portfolio managers also looks to
invest in companies with a proven track record of solid business execution
because it believes that such a history is an indication of the value of the
underlying franchise or market position. These companies typically have a
proprietary product or business approach that allows them to be leaders within
their respective industries. In addition, the portfolio managers emphasize
diversification in terms of sector exposure as well as the number of securities
held, and normally expects low turnover of holdings.

The fund typically maintains a portion of its assets in cash, which is
generally invested in money market funds advised by the fund's advisor. The fund
holds cash to handle its daily cash needs, which include payment of fund
expenses, redemption requests and securities transactions. The amount of cash
held by the fund may increase if the fund takes a temporary defensive position.
The fund may take a temporary defensive position when it receives unusually
large redemption requests, or if there are inadequate investment opportunities
due to adverse market, economic, political or other conditions. A larger amount
of cash could negatively affect the fund's investment results in a period of
rising market prices; conversely it could reduce the magnitude of a fund's loss
in the event of falling market prices and provide liquidity to make additional
investments or to meet redemptions. As a result, the fund may not achieve its
investment objectives.

RISKS

The principal risks of investing in the fund are:

Market Risk--The prices of and the income generated by securities held by the
fund may decline in response to certain events, including those directly
involving the companies whose securities are owned by the fund; general economic
and market conditions; regional or global economic instability; and currency and
interest rate fluctuations.

Value Investing Risk--Value stocks can react differently to issuer, political,
market and economic developments than the market as a whole and other types of
stocks. In addition, market performance tends to be cyclical and, during various
cycles, value stocks may be out-of-favor with many investors and can continue to
be undervalued for long periods of time and may not ever realize their full
value.

Equity Securities Risk--The prices of equity securities change in response to
many factors including the historical and prospective earnings of the issuer,
the value of its assets, general economic conditions, interest rates, investor
perceptions, and market liquidity.

Foreign Securities Risk--The dollar value of the fund's foreign investments will
be affected by changes in the exchange rates between the dollar and the
currencies in which those investments are traded. The value of the fund's
foreign investments may be adversely affected by political and social
instability in their home countries, by changes in economic or taxation policies
in those countries, or by the difficulty in enforcing obligations in those
countries. Foreign companies generally may be subject to less stringent
regulations than U.S. companies, including financial reporting requirements and
auditing and accounting controls. As a result, there generally is less publicly
available information about foreign companies than about U.S. companies. Trading
in many foreign securities may be less liquid and more volatile than U.S.
securities due to the size of the market or other factors. Investments in
American Depositary Receipts also present many of the same risks as foreign
securities.

Market Capitalization Risk--Stocks fall into three broad market capitalization
categories - large, medium and small. Investing primarily in one category
carries the risk that, due to current market conditions, that category may be
out of favor with investors. Small and mid-sized companies tend to be more
vulnerable to adverse developments and more volatile than larger companies.
Investments in small and mid-sized companies may involve special risks,
including those associated with dependence on a small management group, little
or no operating history, little or no track record of success, and limited
product lines, markets and financial resources. Also, there may be less publicly
available information about the issuers of the securities or less market
interest in such securities than in the case of large companies, each of which
can cause significant price volatility. The securities of small and mid-sized
companies may be illiquid, restricted as to resale, or may trade less frequently
and in smaller volume than more widely held securities, which may make it
difficult for the fund to establish or close out a position in these securities
at prevailing market prices.

Convertible Securities Risk--The value of convertible securities in which the
fund may invest also will be affected by market interest rates, the risk that
the issuer may default on interest or principal payments and the value of the
underlying common stock into which these securities may be converted.
Specifically, since these types of securities pay fixed interest dividends,
their value may fall if

market interest rates rise and rise if market interest rates fall. Additionally,
an issuer may have the right to buy back certain of the convertible securities
at a time and a price that is unfavorable to the fund.

Interest Rate Risk--Interest rate risk refers to the risk that bond prices
generally fall as interest rates rise; conversely, bond prices generally rise as
interest rate fall. Specific bond differ in their sensitivity to changes in
interest rates depending on specific characteristics of each bond. A measure
investors usually use to determine this sensitivity is called duration. The
longer the duration of a particular bond, the greater is its price sensitivity
to interest rate changes. Similarly, a longer duration portfolio of securities
has greater price sensitivity. Duration is determined by a number of factors
including coupon rate, whether the coupon is fixed or floating, time to
maturity, call or put features, and various repayment features.

Credit Risk--Credit risk is the risk of loss on an investment due to the
deterioration of an issuer's financial health. Such a deterioration of financial
health may result in a reduction of the credit rating of the issuer's securities
and may lead to the issuer's inability to honor its contractual obligations
including making timely payment of interest and principal. Credit ratings are a
measure of credit quality. Although a downgrade or upgrade of a bond's credit
ratings may or may not affect its price, a decline in credit quality may make
bonds less attractive, thereby driving up the yield on the bond and driving down
the price. Declines in credit quality may result in bankruptcy for the issuer
and permanent loss of investment.

Management Risk--There is no guarantee that the investment techniques and risk
analyses used by the fund's portfolio managers will produce the desired results.

Disclosure of Portfolio Holdings

The fund's portfolio holdings are disclosed on a regular basis in its
semi-annual and annual reports to shareholders, and on Form N-Q, which is filed
with the Securities and Exchange Commission (SEC) within 60 days of the fund's
first and third fiscal quarter-ends. In addition, portfolio holdings information
for the fund is available at http://www.invescoaim.com. To reach this
information, access the fund's overview page on the website. Links to the
following fund information are located in the upper right side of this website
page:

APPROXIMATE DATE OF INFORMATION REMAINS
INFORMATION WEBSITE POSTING POSTED ON WEBSITE
----------- ---------------------------------- -------------------

Top ten holdings as of month-end 15 days after month-end Until posting of the following
month's top ten holdings

Complete portfolio holdings as of 30 days after calendar quarter-end For one year
calendar quarter-end

A description of the fund's policies and procedures with respect to the
disclosure of the fund's portfolio holdings is available in the fund's Statement
of Additional Information, which is available at http://www.invescoaim.com.

Fund Management

THE ADVISORS

Invesco Aim Advisors, Inc. (the advisor or Invesco Aim) serves as the fund's
investment advisor and manages the investment operations of the fund and has
agreed to perform or arrange for the performance of the fund's day-to-day
management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston,
Texas 77046-1173. The advisor has acted as an investment advisor since its
organization in 1976. Today, the advisor, together with its subsidiaries,
advises or manages over 225 investment portfolios, including the fund,
encompassing a broad range of investment objectives.

The following affiliates of the advisor (collectively, the affiliated
sub-advisors) serve as sub-advisors to the fund and may be appointed by the
advisor from time to time to provide discretionary investment management
services, investment advice, and/or order execution services to the fund:

Invesco Asset Management Deutschland GmbH (Invesco Deutschland), located at An
Der Welle 5, 1st Floor, Frankfurt, Germany 60322, which has acted as an
investment advisor since 1998.

Invesco Asset Management Limited (Invesco Asset Management), located at 30
Finsbury Square, London, EC2A 1AG, United Kingdom, which has acted as an
investment advisor since 2001.

Invesco Asset Management (Japan) Limited (Invesco Japan), located at 25th Floor,
Shiroyama Trust Tower, 3-1, Toranomon 4-chome, Minato-ku, Tokyo 105-6025, Japan,
which has acted as an investment advisor since 1996.

Invesco Australia Limited (Invesco Australia), located at 333 Collins Street,
Level 26, Melbourne Vic 3000, Australia, which has acted as an investment
advisor since 1983.

Invesco Global Asset Management (N.A.), Inc. (Invesco Global), located at 1555
Peachtree Street, N.E., Atlanta, Georgia 30309, which has acted as an investment
advisor since 1997.

Invesco Hong Kong Limited (Invesco Hong Kong), located at 32nd Floor, Three
Pacific Place, 1 Queen's Road East, Hong Kong, which has acted as an investment
advisor since 1994.

Invesco Institutional (N.A.), Inc. (Invesco Institutional), located at 1555
Peachtree Street, N.E., Atlanta, Georgia 30309, which has acted as an investment
advisor since 1988.

Invesco Senior Secured Management, Inc. (Invesco Senior Secured), located at
1166 Avenue of the Americas, New York, New York 10036, which has acted as an
investment advisor since 1992.

Invesco Trimark Ltd. (Invesco Trimark), located at 5140 Yonge Street, Suite 900,
Toronto, Ontario, Canada M2N 6X7, which has acted as an investment advisor since
1981.

It is anticipated that, on or about the end of the fourth quarter of 2009,
Invesco Aim and Invesco Global will be merged into Invesco Institutional, which
will be renamed Invesco Advisers, Inc. The combined entity will serve as the
fund's investment adviser. Invesco Advisers, Inc. will provide substantially the
same services as are currently provided by the three existing separate entities.
Further information about this merger will be posted on
http://www.invescoaim.com on or about the closing date of the transaction and
will be available in the fund's Statement of Additional Information.

Civil lawsuits, including a regulatory proceeding and purported class action and
shareholder derivative suits, have been filed against certain of the AIM funds,
INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM
funds), Invesco Aim, Invesco Aim Distributors, Inc. (Invesco Aim Distributors)
(the distributor of the AIM funds) and/or related entities and individuals,
depending on the lawsuit, alleging among other things: (i) that the defendants
permitted improper market timing and related activity in the funds; and (ii)
that certain funds inadequately employed fair value pricing.

Additional civil lawsuits related to the above or other matters may be filed by
regulators or private litigants against the AIM funds, IFG, Invesco Aim, Invesco
Aim Distributors and/or related entities and individuals in the future. More
detailed information concerning all of the above matters, including the parties
to the civil lawsuits and summaries of the various allegations and remedies
sought in such lawsuits, can be found in the fund's Statement of Additional
Information.

As a result of the matters discussed above, investors in the AIM funds might
react by redeeming their investments. This might require the funds to sell
investments to provide for sufficient liquidity and could also have an adverse
effect on the investment performance of the funds.

ADVISOR COMPENSATION

The Advisor is to receive a fee from the fund calculated at an annual rate of
____.

Invesco Aim, not the fund, pays sub-advisory fees, if any.

When issued, a discussion regarding the basis for the Board's approval of the
investment advisory and investment sub-advisory agreements of the fund will be
available in the fund's annual report to shareholders.

PORTFOLIO MANAGERS

The following individuals are jointly and primarily responsible for the
day-to-day management of the fund's portfolio:

- Doug Rogers, Portfolio Manager, who has been responsible for the fund
since its inception on December 1, 2005, and has been associated with
the Advisor, and/or one of its affiliates since 1999.

- Paul McPheeters, Portfolio Manager, who, except for the first five
months of 2006, has been responsible for the fund since its inception
on December 1, 2005. Mr. McPheeters has been associated with the
Advisor and/or one of its affiliates from 1997 thru 2005 and again
from 2006 to the present. During the first five months of 2006, Mr.
McPheeters served as a portfolio manager with another investment
management company managing unregistered portfolios.

The Advisor employs a team approach with specific individual members of the team
having final authority and ultimate accountability for specific phases of the
process. Portfolio managers and analyst are responsible for research in the
sectors they cover. All members of the team conduct fundamental research to
identify investment candidates and participate in the portfolio construction
process. The lead portfolio managers of the team are jointly and primarily
responsible for making the day-to-day investment decisions for the fund.

More information on the portfolio managers may be found on the advisor's website
http://www.invescoaim.com. The website is not part of this prospectus.

The fund's Statement of Additional Information provides additional information
about the portfolio managers' investments in the fund, a description of their
compensation structure, and information regarding other accounts they manage.

Other Information

DIVIDENDS AND DISTRIBUTIONS

The fund expects, based on its investment objectives and strategies, that its
income will consist of both ordinary income and capital gains.

DIVIDENDS

The fund generally declares and pays dividends from net investment income, if
any, annually.

CAPITAL GAINS DISTRIBUTIONS

The fund generally distributes long-term and short-term capital gains (net of
any capital loss carryovers), if any, annually, but may declare and pay capital
gains distributions more than once per year as permitted by law. Due to the
2008-2009 economic downturn, many funds have experienced capital losses and
unrealized depreciation in value of investments, the effect of which may be to
reduce or eliminate capital gains distributions for a period of time. Even
though the fund may experience a current year loss, it may nonetheless
distribute prior year capital gains. Capital gains distributions may vary
considerably from year to year as a result of the fund's normal investment
activities and cash flows.

Financial Highlights

No financial highlights are available for the fund because it has not yet
commenced operations.

THE AIM FUNDS

General Information

In addition to the fund, Invesco Aim serves as investment advisor to many other
mutual funds that are offered to retail investors. The following information is
about all the AIM funds that offer retail share classes.

CHOOSING A SHARE CLASS

Each of the funds offers multiple classes of shares. Each class represents an
interest in the same portfolio of investments. Certain classes have higher
expenses than other classes which may lower the return on your investment when
compared to a less expensive class. In deciding which class of shares to
purchase, you should consider the following attributes of the various share
classes, among other things: (i) the eligibility requirements that apply to
purchases of a particular class, (ii) the initial sales charges and contingent
deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1
fee, if any, paid by the class, and (iv) any services you may receive from a
financial intermediary. Please contact your financial advisor to assist you in
making your decision. Please refer to the prospectus fee table for more
information on the fees and expenses of a particular fund's share classes. In
addition to the share classes shown in the chart below, AIM Money Market Fund
offers AIM Cash Reserve Shares and AIM Summit Fund offers Class P shares.

AIM FUND RETAIL SHARE CLASSES

CLASS A CLASS A3 CLASS B CLASS C CLASS R CLASS Y INVESTOR CLASS
----------------- ----------------- ----------------- ----------------- ----------------- ----------------- -----------------

- Initial sales - No initial - No initial - No initial - No initial - No initial - No initial
charge which sales charge sales charge sales charge sales charge sales charge sales charge
may be waived
or reduced

- Contingent - No contingent - Contingent - Contingent - Contingent - No contingent - No contingent
deferred sales deferred sales deferred sales deferred sales deferred sales deferred sales deferred sales
charge on charge charge on charge on charge on charge charge
certain redemptions redemptions certain
redemptions within six within one redemptions
years year(3)

- 12b-1 fee of - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of - No 12b-1 fee - 12b-1 fee of
0.25%(1) 0.25% 1.00% 1.00%(4) 0.50% 0.25%(1)

- Does not - Converts to - Does not - Does not - Does not - Does not
convert to Class A shares convert to convert to convert to convert to
Class A shares on or about Class A shares Class A shares Class A shares Class A shares
the end of the
month which is
at least eight
years after
the date on
which shares
were purchased
along with a
pro rata
portion of
reinvested
dividends and
distributions
(2)

- Generally more - Available only - Available only - Generally more - Generally, - Generally, - Generally
appropriate for a limited to investors appropriate available only available only closed to new
for long-term number of with a total for short-term to employee to investors investors
investors funds account investors benefit plans who purchase
balance less through
than $100,000. - Purchase fee-based
The total orders limited advisory
account value to amounts accounts with
for this less than an approved
purpose $1,000,000 financial
includes all intermediary
accounts or to any
eligible for current,
Rights of former or
Accumulation. retired
trustee,
director,
officer or
employee (or
immediate
family member
of a current,
former or
retired
trustee,
director,
officer or
employee) of
any AIM Fund
or of Invesco
Ltd. or any
of its
subsidiaries.

----------
(1) Class A shares of AIM Tax-Free Intermediate Fund and Investor Class shares
of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio do
not have a 12b-1 fee.

(2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.

(3) CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund
or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR
Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C
shares from another AIM Fund that is still subject to a CDSC.

(4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.

IMPORTANT NOTE: Recently, the Internal Revenue Service (IRS) issued regulations
significantly impacting the 403(b) market. The new regulations increased
administrative duties and information-sharing responsibilities for both 403(b)
plan sponsors and account custodians beginning January 1, 2009. In response to
the new IRS regulations and beginning on January 1, 2009, Invesco Aim, on behalf
of Invesco National Trust Company (INTC), no longer accepts transfers of assets
or contributions to existing 403(b) plan accounts for which INTC serves as
custodian ("AIM 403(b) Accounts"). Accordingly, effective January 1, 2009, AIM
fund shares of any class are unavailable for purchase by AIM 403(b) Accounts
(except in the case of payments on outstanding loans).

A-1

THE AIM FUNDS

We will continue to maintain and service participants' AIM 403(b) Accounts
and participants may leave assets invested therein; however, any contributions
received after December 31, 2008 will be refused.

Purchases of eligible share classes in respect of non-AIM 403(b) plan
accounts for which parties unaffiliated with Invesco Aim serve as custodian will
continue to be accepted after December 31, 2008.

SHARE CLASS ELIGIBILITY

CLASS A, A3, B, C AND AIM CASH RESERVE SHARES

Class A, A3, B, C and AIM Cash Reserve Shares are available to all retail
investors, including individuals, trusts, corporations and other business and
charitable organizations and eligible employee benefit plans. The share classes
offer different fee structures which are intended to compensate financial
intermediaries for services provided in connection with the sale of shares and
continued maintenance of the customer relationship. You should consider the
services provided by your financial advisor and any other intermediaries who
will be involved in the servicing of your account when choosing a share class.

Class B shares are not available as an investment for retirement plans
maintained pursuant to Section 401 of the Internal Revenue Code (the Code).
These plans include 401(k) plans (including AIM Solo 401(k) plans), money
purchase pension plans and profit sharing plans. However, plans that have
existing accounts invested in Class B shares will continue to be allowed to make
additional purchases.

CLASS P SHARES

In addition to the other share classes discussed herein, the AIM Summit Fund
offers Class P shares, which were historically sold only through the AIM Summit
Investors Plans I and II (each a Plan and, collectively, the Summit Plans).
Class P shares are sold with no initial sales charge and have a 12b-1 fee of
0.10%. However, Class P shares are not sold to members of the general public.
Only shareholders who had accounts in the Summit Plans at the close of business
on December 8, 2006 may purchase Class P shares and only until the total of
their combined investments in the Summit Plans and in Class P shares directly
equals the face amount of their former Plan under the 30 year extended
investment option. The face amount of a Plan is the combined total of all
scheduled monthly investments under the Plan. For a Plan with a scheduled
monthly investment of $100.00, the face amount would have been $36,000.00 under
the 30 year extended investment option.

CLASS R SHARES

Class R shares are generally available only to eligible employee benefit plans.
These may include, for example, retirement and deferred compensation plans
maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified
deferred compensation plans; health savings accounts maintained pursuant to
Section 223 of the Code; and voluntary employees' beneficiary arrangements
maintained pursuant to Section 501(c)(9) of the Code. Retirement plans
maintained pursuant to Section 401 generally include 401(k) plans, profit
sharing plans, money purchase pension plans, and defined benefit plans. Class R
shares are generally not available for individual retirement accounts (IRAs)
such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

CLASS Y SHARES

Class Y shares are generally available to investors who purchase through a
fee-based advisory account with an approved financial intermediary or to any
current, former or retired trustee, director, officer or employee (or immediate
family members of a current, former or retired trustee, director, officer or
employee) of any AIM Fund or of Invesco Ltd. or any of its subsidiaries. In
fee-based advisory programs, a financial intermediary typically charges each
investor a fee based on the value of the investor's account in exchange for
servicing that account.

INVESTOR CLASS SHARES

Some of the funds offer Investor Class shares. Investor Class shares are sold
with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor
Class shares are not sold to members of the general public. Only the following
persons may purchase Investor Class shares:

- Investors who established accounts prior to April 1, 2002, in Investor
Class shares who have continuously maintained an account in Investor Class
shares (this includes anyone listed in the registration of an account, such
as a joint owner, trustee or custodian, and immediate family members of
such persons). These investors are referred to as "grandfathered
investors."

- Customers of certain financial intermediaries which have had relationships
with the funds' distributor or any funds that offered Investor Class shares
prior to April 1, 2002, who have continuously maintained such
relationships. These intermediaries are referred to as "grandfathered
intermediaries."

- Eligible employee benefit plan, other than Investor Class shares are
generally not available for IRAs, unless the IRA depositor is considered a
grandfathered investor or the account is opened through a grandfathered
intermediary.

DISTRIBUTION AND SERVICE (12B-1) FEES

Except as noted below, each fund has adopted a distribution plan pursuant to SEC
Rule 12b-1. A 12b-1 plan allows a fund to pay distribution fees to Invesco Aim
Distributors, Inc. (Invesco Aim Distributors) to compensate or reimburse, as
applicable, Invesco Aim Distributors for its efforts in connection with the sale
and distribution of the fund's shares and for services provided to shareholders,
all or a substantial portion of which are paid to the dealer of record. Because
the funds pay these fees out of their assets on an ongoing basis, over time
these fees will increase the cost of your investment and may cost you more than
paying other types of sales charges.

A-2

THE AIM FUNDS

The following funds and share classes do not have 12b-1 plans:

- AIM Tax-Free Intermediate Fund, Class A shares.

- AIM Money Market Fund, Investor Class shares.

- AIM Tax-Exempt Cash Fund, Investor Class shares.

- Premier Portfolio, Investor Class shares.

- Premier U.S. Government Money Portfolio, Investor Class shares.

- Premier Tax-Exempt Portfolio, Investor Class shares.

- All funds, Class Y shares

INITIAL SALES CHARGES (CLASS A SHARES ONLY)

The funds are grouped into four categories for determining initial sales
charges. The "Other Information" section of each fund's prospectus will tell you
the sales charge category in which the fund is classified. As used below, the
term "offering price" with respect to all categories of Class A shares includes
the initial sales charge.

CATEGORY I INITIAL SALES CHARGES

INVESTOR'S SALES CHARGE
---------------------------
AMOUNT INVESTED AS A % OF AS A % OF
IN A SINGLE TRANSACTION OFFERING PRICE INVESTMENT
----------------------- -------------- ----------

Less than $ 25,000 5.50% 5.82%
$ 25,000 but less than $ 50,000 5.25 5.54
$ 50,000 but less than $ 100,000 4.75 4.99
$100,000 but less than $ 250,000 3.75 3.90
$250,000 but less than $ 500,000 3.00 3.09
$500,000 but less than $1,000,000 2.00 2.04

CATEGORY II INITIAL SALES CHARGES

INVESTOR'S SALES CHARGE
---------------------------
AMOUNT INVESTED AS A % OF AS A % OF
IN A SINGLE TRANSACTION OFFERING PRICE INVESTMENT
----------------------- -------------- ----------

Less than $ 50,000 4.75% 4.99%
$ 50,000 but less than $ 100,000 4.00 4.17
$100,000 but less than $ 250,000 3.75 3.90
$250,000 but less than $ 500,000 2.50 2.56
$500,000 but less than $1,000,000 2.00 2.04

CATEGORY III INITIAL SALES CHARGES

INVESTOR'S SALES CHARGE
---------------------------
AMOUNT INVESTED AS A % OF AS A % OF
IN A SINGLE TRANSACTION OFFERING PRICE INVESTMENT
----------------------- -------------- ----------

Less than $ 100,000 1.00% 1.01%
$100,000 but less than $ 250,000 0.75 0.76
$250,000 but less than $1,000,000 0.50 0.50

CATEGORY IV INITIAL SALES CHARGES

INVESTOR'S SALES CHARGE
---------------------------
AMOUNT INVESTED AS A % OF AS A % OF
IN A SINGLE TRANSACTION OFFERING PRICE INVESTMENT
----------------------- -------------- ----------

Less than $ 100,000 2.50% 2.56%
$100,000 but less than $ 250,000 2.00 2.04
$250,000 but less than $ 500,000 1.50 1.52
$500,000 but less than $1,000,000 1.25 1.27

CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

Certain categories of investors are permitted to purchase and certain
intermediaries are permitted to sell Class A shares of the funds without an
initial sales charge because their transactions involve little or no expense.
The investors who are entitled to purchase Class A shares without paying an
initial sales charge include the following:

- Any current, former or retired trustee, director, officer or employee (or
immediate family member of a current, former or retired trustee, director,
officer or employee) of any AIM Fund or of Invesco Ltd. or any of its
subsidiaries. This includes any foundation, trust or eligible employee
benefit plan maintained by any of the persons listed above.

- Any registered representative or employee of any intermediary who has an
agreement with Invesco Aim Distributors to sell shares of the funds (this
includes any immediate family members of such persons).

- Investors who purchase shares through a fee-based advisory account with an
approved financial intermediary or any current or retired trustee,
director, officer or employee of any AIM Fund or of Invesco Ltd. or any of
its subsidiaries. In a fee based advisory program, a financial intermediary
typically charges each investor a fee based on the value of the investor's
account in exchange for servicing that account.

- Any investor who purchases their shares with the proceeds of a rollover,
transfer or distribution from a retirement plan or individual retirement
account for which Invesco Aim Distributors acts as the prototype sponsor to
another eligible retirement plan or individual retirement account for which
Invesco Aim Distributors acts as the prototype sponsor, to the extent that
such proceeds are attributable to the redemption of shares of a fund held
through the plan or account.

- Eligible employee benefit plans; provided, however, that they meet at least
one of the following requirements:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan;
or

c. all plan transactions are executed through a single omnibus account
per fund.

- Any investor who maintains an account in Investor Class shares of a fund
(this includes anyone listed in the registration of an account, such as a
joint owner, trustee or custodian, and immediate family members of such
persons).

- Qualified Tuition Programs created and maintained in accordance with
Section 529 of the Code.

A-3

THE AIM FUNDS

- Insurance company separate accounts.

No investor will pay an initial sales charge in the following
circumstances:

- When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares
of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.

- When reinvesting dividends and distributions.

- When exchanging shares of one fund, that were previously assessed a sales
charge, for shares of another fund.

- As a result of a fund's merger, consolidation, or acquisition of the assets
of another fund.

Additional information regarding eligibility to purchase shares at reduced
or without sales charges is available on the Internet at www.invescoaim.com,
then click on the link for My Account, then Service Center, or consult the
fund's Statement of Additional Information, which is available on that same
website or upon request free of charge.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify
for these reductions or exceptions, you or your financial advisor must notify
the transfer agent at the time of purchase that your purchase qualifies for such
treatment. Certain individuals and employer-sponsored retirement plans may link
accounts for the purpose of qualifying for lower initial sales charges. You or
your financial consultant must provide other account numbers to be considered
for Rights of Accumulation, or mark the Letter of Intent section on the account
application, or provide other relevant documentation, so that the transfer agent
can verify your eligibility for the reduction or exception. Please consult the
fund's Statement of Additional Information for details.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of
AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash
Reserve Shares of AIM Money Market Fund and Investor Class shares of any fund
will not be taken into account in determining whether a purchase qualifies for a
reduction in initial sales charges pursuant to Rights of Accumulation or Letters
of Intent.

RIGHTS OF ACCUMULATION

You may combine your new purchases of Class A shares of a fund with other fund
shares currently owned (Class A, B, C, P, R or Y) and investments in the AIM
College Savings Plan(R) for the purpose of qualifying for the lower initial
sales charge rates that apply to larger purchases. The applicable initial sales
charge for the new purchase is based on the total of your current purchase and
the public offering price of all other shares you own. The transfer agent may
automatically link certain accounts registered in the same name with the same
taxpayer identification number for the purpose of qualifying you for lower
initial sales charge rates. There may be other accounts that are eligible to be
linked, as described in the fund's Statement of Additional Information. However,
if the accounts are not registered in the same name with the same taxpayer
identification number, you will have to contact the transfer agent to request
that those accounts be linked. The transfer agent will not be responsible for
identifying all accounts that may be eligible to be linked.

LETTERS OF INTENT

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount
of Class A shares of one or more funds during a 13-month period. The amount you
agree to purchase determines the initial sales charge you pay. If the full
amount committed to in the LOI is not invested by the end of the 13-month
period, your account will be assessed the higher initial sales charge that would
normally be applicable to the amount actually invested.

REINSTATEMENT FOLLOWING REDEMPTION

If you redeem shares of a fund, you may reinvest all or a portion of the
proceeds from the redemption in the same share class of any fund in the same
Category within 180 days of the redemption without paying an initial sales
charge. Class B, P and Y redemptions may be reinvested only into Class A shares
with no initial sales charge.

This reinstatement privilege does not apply to a purchase made through a
regularly scheduled automatic investment plan, such as a purchase by a regularly
scheduled payroll deduction or transfer from a bank account.

In order to take advantage of this reinstatement privilege, you must inform
your financial advisor or the transfer agent that you wish to do so at the time
of your investment.

CONTINGENT DEFERRED SALES CHARGES (CDSCS)

CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND

You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of
Category I, II and IV funds without paying an initial sales charge. However, if
you redeem these shares prior to 18 months after the date of purchase, they will
be subject to a CDSC of 1%.

If you currently own Class A shares of a Category I, II or IV fund, and
make additional purchases without paying an initial sales charge that result in
account balances of $1,000,000 or more, the additional shares purchased will be
subject to an 18-month, 1% CDSC.

If Invesco Aim Distributors pays a concession to the dealer of record in
connection with a Large Purchase of Class A shares by an employee benefit plan,
the Class A shares may be subject to a 1% CDSC if all of the plan's shares are
redeemed within one year from the date of the plan's initial purchase.

If you acquire AIM Cash Reserve Shares of AIM Money Market Fund, Class A
shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity
Treasury Fund or AIM Tax-Free Intermediate Fund through an exchange involving
Class A shares that were subject to a CDSC, the shares acquired as a result of
the exchange will continue to be subject to that same CDSC.

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THE AIM FUNDS

CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN
AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class B and Class C shares are sold without an initial sales charge. However,
they are subject to a CDSC. If you redeem your shares during the CDSC period,
you will be assessed a CDSC as follows, unless you qualify for one of the CDSC
exceptions outlined below:

YEAR SINCE PURCHASE MADE: CLASS B CLASS C
------------------------- ------- -------

First 5% 1%
Second 4 None
Third 3 None
Fourth 3 None
Fifth 2 None
Sixth 1 None
Seventh and following None None

CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN

Invesco Aim Distributors pays a concession to the dealer of record in connection
with a purchase of Class C shares by an employee benefit plan; the Class C
shares are subject to a 1.00% CDSC at the time of redemption if all of the
plan's shares are redeemed within one year from the date of the plan's initial
purchase.

CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not
normally subject to a CDSC. However, if you acquired shares of those funds
through an exchange, and the shares originally purchased were subject to a CDSC,
the shares acquired as a result of the exchange will continue to be subject to
that same CDSC. Conversely, if you acquire Class C shares of any other fund as a
result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM
Short Term Bond Fund that were not subject to a CDSC, then the shares acquired
as a result of the exchange will not be subject to a CDSC.

CDSCS ON CLASS R SHARES

Class R shares are not normally subject to a CDSC. However, if Invesco Aim
Distributors pays a concession to the dealer of record in connection with a
purchase of Class R shares by an employee benefit plan, the Class R shares are
subject to a 0.75% CDSC at the time of redemption if all of the plan's shares
are redeemed within one year from the date of the plan's initial purchase.

COMPUTING A CDSC

The CDSC on redemptions of shares is computed based on the lower of their
original purchase price or current net asset value, net of reinvested dividends
and capital gains distributions. In determining whether to charge a CDSC, shares
are accounted for on a first-in, first-out basis, which means that you will
redeem shares on which there is no CDSC first and, then, shares in the order of
their purchase.

CDSC EXCEPTIONS

Investors who own shares that are otherwise subject to a CDSC will not pay a
CDSC in the following circumstances:

- If you participate in the Systematic Redemption Plan and withdraw up to 12%
of the value of your shares that are subject to a CDSC in any twelve-month
period.

- If you redeem shares to pay account fees.

- If you are the executor, administrator or beneficiary of an estate or are
otherwise entitled to assets remaining in an account following the death or
post-purchase disability of a shareholder or beneficial owner and you
choose to redeem those shares.

There are other circumstances under which you may be able to redeem shares
without paying CDSCs. Additional information regarding CDSC exceptions is
available on the Internet at www.invescoaim.com, then click on the link for My
Account, then Service Center, or consult the fund's Statement of Additional
Information, which is available on that same website or upon request free of
charge.

Shares acquired through the reinvestment of dividends and distributions are
not subject to CDSCs.

The following share classes are sold with no CDSC:

- Class A shares of any Category III Fund.

- Class A shares of AIM Tax-Exempt Cash Fund.

- Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
Intermediate Fund.

- AIM Cash Reserve Shares of AIM Money Market Fund.

- Investor Class shares of any fund.

- Class P shares of AIM Summit Fund.

- Class Y shares of any fund.

CDSCS UPON CONVERTING TO CLASS Y SHARES

If shares that are subject to a CDSC are converted to Class Y shares, the
applicable CDSC will be assessed prior to conversion.

A-5

THE AIM FUNDS

REDEMPTION FEES

Certain funds impose a 2% redemption fee (on redemption proceeds) if you redeem
or exchange shares within 31 days of purchase. Please refer to the applicable
fund's prospectus to determine whether that fund imposes a redemption fee. As of
the date of this prospectus, the following funds impose redemption fees:

AIM Asia Pacific Growth Fund
AIM China Fund
AIM Developing Markets Fund
AIM European Growth Fund
AIM European Small Company Fund
AIM Floating Rate Fund
AIM Global Core Equity Fund
AIM Global Equity Fund
AIM Global Growth Fund
AIM Global Health Care Fund
AIM Global Real Estate Fund
AIM Global Small & Mid Cap Growth Fund
AIM Gold & Precious Metals Fund
AIM High Yield Fund
AIM International Allocation Fund
AIM International Core Equity Fund
AIM International Growth Fund
AIM International Small Company Fund
AIM International Total Return Fund
AIM Japan Fund
AIM Trimark Fund

The redemption fee will be retained by the fund from which you are
redeeming or exchanging shares, and is intended to offset the trading costs,
market impact and other costs associated with short-term money movements in and
out of the fund. The redemption fee is imposed on a first-in, first-out basis,
which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following
circumstances:

- Redemptions and exchanges of shares held in accounts maintained by
intermediaries that do not have the systematic capability to assess the
redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified
tuition plans maintained pursuant to Section 529 of the Code, variable
insurance contracts or separately managed qualified default investment
alternative vehicles maintained pursuant to Section 404(c)(5) of the
Employee Retirement Income Security Act of 1974, as amended (ERISA), which
use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to automatic investment
rebalancing or dollar cost averaging programs or systematic withdrawal
plans.

- Redemptions requested within 31 days following the death or post-purchase
disability of an account owner.

- Redemptions or exchanges initiated by a fund.

The following shares are not subject to redemption fees, irrespective of
whether they are redeemed in accordance with any of the exceptions set forth
above:

- Shares acquired through the reinvestment of dividends and distributions.

- Shares acquired through systematic purchase plans.

- Shares acquired in connection with a rollover or transfer of assets from
the trustee or custodian of an employee benefit plan to the trustee or
custodian of another employee benefit plan.

Shares held by employee benefit plans will only be subject to redemption
fees if the shares were acquired by exchange and are redeemed by exchange within
31 days of purchase.

Some investments in the funds are made through accounts that are maintained
by intermediaries (rather than the funds' transfer agent) and some investments
are made indirectly through products that use the funds as underlying
investments, such as employee benefit plans, funds of funds, qualified tuition
plans, and variable insurance contracts (these products are generally referred
to as conduit investment vehicles). If shares of the funds are held in an
account maintained by an intermediary or in the name of a conduit investment
vehicle (and not in the names of individual investors), the intermediary account
or conduit investment vehicle may be considered an individual shareholder of the
funds for purposes of assessing redemption fees. In these cases, the funds are
likely to be limited in their ability to assess redemption fees on transactions
initiated by individual investors, and the applicability of redemption fees will
be determined based on the aggregate holdings and redemptions of the
intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary
or in the name of a conduit investment vehicle (and not in the names of
individual investors), the intermediary or conduit investment vehicle may impose
rules intended to limit short-term money movements in and out of the funds which
differ from those described in this prospectus. In such cases, there may be
redemption fees imposed by the intermediary or conduit investment vehicle on
different terms (and subject to different exceptions) than those set forth
above. Please consult your financial advisor or other intermediary for details.

The funds have the discretion to waive the 2% redemption fee if a fund is
in jeopardy of losing its registered investment company qualification for tax
purposes.

Your financial advisor or other intermediary may charge service fees for
handling redemption transactions. Your shares also may be subject to a CDSC in
addition to the redemption fee.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your
eligibility to purchase shares and the terms by which you may purchase, redeem
and exchange shares may differ depending on that institution's policies.

A-6

THE AIM FUNDS

MINIMUM INVESTMENTS

There are no minimum investments for Class P or R shares for fund accounts. The
minimum investments for Class A, A3, B, C, Y and Investor Class shares for fund
accounts are as follows:

INITIAL ADDITIONAL
INVESTMENT INVESTMENTS
TYPE OF ACCOUNT PER FUND PER FUND
--------------- ---------- -----------

Asset or fee-based accounts managed by your financial advisor None None
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans None None
IRAs, Roth IRAs and Coverdell ESAs accounts if the new investor
is purchasing shares through a systematic purchase plan $ 25 $25
All other accounts if the investor is purchasing shares through a
systematic purchase plan 50 50
IRAs, Roth IRAs and Coverdell ESAs 250 25
All other accounts 1,000 50

Invesco Aim Distributors has the discretion to accept orders for lesser amounts.

HOW TO PURCHASE SHARES

OPENING AN ACCOUNT ADDING TO AN ACCOUNT
------------------ --------------------

Through a Financial Advisor Contact your financial advisor. Contact your financial advisor.

By Mail Mail completed account application and check to Mail your check and the remittance slip from your
the transfer agent, Invesco Aim Investment confirmation statement to the transfer agent.
Services, Inc., P.O. Box 4739, Houston, TX Invesco Aim does NOT accept the following types
77210-4739. Invesco Aim does NOT accept the of payments: Credit Card Checks, Third Party
following types of payments: Credit Card Checks, Checks, and Cash*.
Third Party Checks, and Cash*.

By Wire Mail completed account application to the transfer Call the transfer agent to receive a reference
agent. Call the transfer agent at (800) 959-4246 number. Then, use the wire instructions provided
to receive a reference number. Then, use the wire below.
instructions provided below.

Wire Instructions Beneficiary Bank ABA/Routing #: 021000021
Beneficiary Account Number: 00100366807
Beneficiary Account Name: Invesco Aim Investment
Services, Inc.
RFB: Fund Name, Reference #
OBI: Your Name, Account #

By Telephone Open your account using one of the methods Select the Bank Account Information option on
described above. your completed account application or complete a
Systematic Options and Bank Information Form.
Mail the application or form to the transfer
agent. Once the transfer agent has received the
form, call the transfer agent at the number below
to place your purchase order.

Automated Investor Line Open your account using one of the methods Call the Invesco Aim 24-hour Automated Investor
described above. Line at 1-800-246-5463. You may place your order
after you have provided the bank instructions
that will be requested.

By Internet Open your account using one of the methods Access your account at www.invescoaim.com. The
described above. proper bank instructions must have been provided
on your account. You may not purchase shares in
retirement accounts on the internet.

----------
* In addition, Invesco Aim does not accept cash equivalents for employer
sponsored plan accounts. Cash equivalents include cashier's checks,
official checks, bank drafts, traveler's checks, treasurer's checks, postal
money orders or money orders. We also reserve the right to reject at our
sole discretion payment by Temporary / Starter Checks.

Purchase orders will not be processed unless the account application and
purchase payment are received in good order. In accordance with the USA PATRIOT
Act, if you fail to provide all the required information requested in the
current account application, your purchase order will not be processed.
Additionally, federal law requires that the fund verify and record your
identifying information.

SYSTEMATIC PURCHASE PLAN

You can arrange for periodic investments in any of the funds by authorizing the
transfer agent to withdraw the amount of your investment from your bank account
on a day or dates you specify and in an amount of at least $25 per fund for
IRAs, Roth IRAs and Coverdell ESAs, and at least $50 per fund for all other
types of accounts. You may stop the Systematic Purchase Plan at any time by
giving the transfer agent notice ten days prior to your next scheduled
withdrawal. Certain financial advisors and other intermediaries may also offer
systematic purchase plans.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic periodic exchanges, if
permitted, from one fund to another fund or multiple other funds. The account
from which exchanges are to be made must have a minimum balance of $5,000 before
you can use this option. Exchanges will occur on (or about) the day of the month
you specify, in the amount you specify. Dollar Cost Averaging cannot be set up
for the 29th through the 31st of the month. The minimum amount you can exchange
to another fund is $50. Certain financial advisors and other intermediaries may
also offer dollar cost averaging programs. If you participate in one of these
programs and it is the same or similar to Invesco Aim's Dollar Cost Averaging
program, exchanges made under the program generally will not be counted toward
the limitation of four exchanges out of a fund per calendar year, discussed
below.

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT

Your dividends and distributions may be paid in cash or reinvested in the same
fund or another fund without paying an initial sales charge. Unless you specify
otherwise, your dividends and distributions will automatically be reinvested in
the same fund. If you elect to receive your distributions by check,

A-7

THE AIM FUNDS

and the distribution amount is $10 or less, then the amount will be
automatically reinvested in the same fund and no check will be issued. If you
have elected to receive distributions by check, and the postal service is unable
to deliver checks to your address of record, then your distribution election may
be converted to having all subsequent distributions reinvested in the same fund
and no checks will be issued. You should contact the transfer agent to change
your distribution option, and your request to do so must be received by the
transfer agent before the record date for a distribution in order to be
effective for that distribution. No interest will accrue on amounts represented
by uncashed distribution checks.

You must comply with the following requirements to be eligible to invest
your dividends and distributions in shares of another fund:

- Your account balance in the fund paying the dividend or distribution must
be at least $5,000; and

- Your account balance in the fund receiving the dividend or distribution
must be at least $500.

PORTFOLIO REBALANCING PROGRAM

If you have at least $5,000 in your account, you may participate in the
Portfolio Rebalancing Program. Under this Program, you can designate how the
total value of your fund holdings should be rebalanced, on a percentage basis,
between two and ten of your funds on a quarterly, semiannual or annual basis.
Your portfolio will be rebalanced through the exchange of shares in one or more
of your funds for shares of the same class of one or more other funds in your
portfolio. Rebalancing will not occur if your portfolio is within 2% of your
stated allocation. If you wish to participate in the Program, make changes or
cancel the Program, the transfer agent must receive your request to participate,
changes, or cancellation in good order at least five business days prior to the
next rebalancing date, which is normally the 28th day of the last month of the
period you choose. We may modify, suspend or terminate the Program at any time
on 60 days' prior written notice to participating investors. Certain financial
advisors and other intermediaries may also offer portfolio rebalancing programs.
If you participate in one of these programs and it is the same as or similar to
Invesco Aim's program, exchanges made under the program generally will not be
counted toward the limitation of four exchanges out of a fund per calendar year,
discussed below.

RETIREMENT PLANS SPONSORED BY INVESCO AIM DISTRIBUTORS

Invesco Aim Distributors acts as the prototype sponsor for certain types of
retirement plan documents. These plan documents are generally available to
anyone wishing to invest plan assets in the funds. These documents are provided
subject to terms, conditions and fees that vary by plan type. Contact your
financial advisor or other intermediary for details.

REDEEMING SHARES

For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, the transfer agent must receive your call
during the hours of the customary trading session of the New York Stock Exchange
(NYSE) in order to effect the redemption at that day's net asset value. For
Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio, the transfer agent must receive your call before the last net
asset value determination in order to effect the redemption that day.

HOW TO REDEEM SHARES

Through a Financial Advisor Contact your financial advisor or intermediary (including your retirement plan administrator).
or Other Intermediary

By Mail Send a written request to the transfer agent which includes:

- Original signatures of all registered owners/trustees;

- The dollar value or number of shares that you wish to redeem;

- The name of the fund(s) and your account number; and

- Signature guarantees, if necessary (see below).

The transfer agent may require that you provide additional documentation, or information, such as
corporate resolutions or powers of attorney, if applicable. If you are redeeming from an IRA or other
type of retirement account, you must complete the appropriate distribution form, as well as employer
authorization.

By Telephone Call the transfer agent at 1-800-959-4246. You will be allowed to redeem by telephone if:

- Your redemption proceeds are to be mailed to your address on record (and there has been no change
in your address of record within the last 30 days) or transferred electronically to a
pre-authorized checking account;

- You do not hold physical share certificates;

- You can provide proper identification information;

- Your redemption proceeds do not exceed $250,000 per fund; and

- You have not previously declined the telephone redemption privilege.

You may, in limited circumstances, initiate a redemption from an Invesco Aim IRA account by telephone.
Redemptions from other types of retirement plan accounts may be initiated only in writing and require
the completion of the appropriate distribution form, as well as employer authorization.

Automated Investor Line Call the Invesco Aim 24-hour Automated Investor Line at 1-800-246-5463. You may place your redemption
order after you have provided the bank instructions that will be requested.

By Internet Place your redemption request at www.invescoaim.com. You will be allowed to redeem by Internet if:

- You do not hold physical share certificates;

- You can provide proper identification information;

- Your redemption proceeds do not exceed $250,000 per fund; and

- You have already provided proper bank information.

Redemptions from most retirement plan accounts may be initiated only in writing and require the
completion of the appropriate distribution form, as well as employer authorization.

A-8

THE AIM FUNDS

TIMING AND METHOD OF PAYMENT

We normally will send out payments within one business day, and in any event no
more than seven days, after your redemption request is received in good order
(meaning that all necessary information and documentation related to the
redemption request have been provided to the transfer agent). If you redeem
shares recently purchased by check or ACH, you may be required to wait up to ten
business days before we send your redemption proceeds. This delay is necessary
to ensure that the purchase has cleared. Payment may be postponed in cases where
the SEC declares an emergency or normal trading is halted on the NYSE.

Redemption checks are mailed to your address of record, via first class
U.S. mail, unless you make other arrangements with the transfer agent.

We use reasonable procedures to confirm that instructions communicated via
telephone and the Internet are genuine, and we are not liable for losses arising
from actions taken in accordance with instructions that are reasonably believed
to be genuine.

EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)

If you place your redemption order by telephone, before 11:30 a.m. Eastern Time
and request an expedited redemption, we will transmit payment of redemption
proceeds on that same day via federal wire to a bank of record on your account.
If we receive your redemption order after 11:30 a.m. Eastern Time and before the
close of the customary trading session of the NYSE, we will transmit payment on
the next business day.

SYSTEMATIC WITHDRAWALS

You may arrange for regular periodic withdrawals from your account in amounts
equal to or greater than $50 per fund. We will redeem the appropriate number of
shares from your account to provide redemption proceeds in the amount requested.
You must have a total account balance of at least $5,000 in order to establish a
Systematic Redemption Plan, unless you are establishing a Required Minimum
Distribution for a retirement plan. You can stop this plan at any time by giving
ten days prior notice to the transfer agent.

CHECK WRITING

The transfer agent provides check writing privileges for accounts in the
following funds and share classes:

- AIM Money Market Fund, AIM Cash Reserve Shares, Class Y shares and Investor
Class shares

- AIM Tax-Exempt Cash Fund, Class A shares, Class Y shares and Investor Class
shares

- Premier Portfolio, Investor Class shares

- Premier Tax-Exempt Portfolio, Investor Class shares

- Premier U.S. Government Money Portfolio, Investor Class shares

You may redeem shares of these funds by writing checks in amounts of $250
or more if you have completed an authorization form. Redemption by check is not
available for retirement accounts. Checks are not eligible to be converted to
ACH by the payee. You may not give authorization to a payee by phone to debit
your account by ACH for a debt owed to the payee.

SIGNATURE GUARANTEES

We require a signature guarantee in the following circumstances:

- When your redemption proceeds will equal or exceed $250,000 per fund.

- When you request that redemption proceeds be paid to someone other than the
registered owner of the account.

- When you request that redemption proceeds be sent somewhere other than the
address of record or bank of record on the account.

- When you request that redemption proceeds be sent to a new address or an
address that changed in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of
different types of financial institutions. Call the transfer agent for
additional information. Some institutions have transaction amount maximums for
these guarantees. Please check with the guarantor institution to determine
whether the signature guarantee offered will be sufficient to cover the value of
your transaction request.

REDEMPTIONS IN KIND

Although the funds generally intend to pay redemption proceeds solely in cash,
the funds reserve the right to determine, in their sole discretion, whether to
satisfy redemption requests by making payment in securities or other property
(known as a redemption in kind).

REDEMPTIONS INITIATED BY THE FUNDS

If your account (Class A, A3, B, C, P and Investor Class shares only) has been
open at least one year, you have not made an additional purchase in the account
during the past six calendar months, and the value of your account falls below
$500 for three consecutive months, the funds have the right to redeem the
account after giving you 60 days' prior written notice. You may avoid having
your account redeemed during the notice period by bringing the account value up
to $500 or by initiating a Systematic Purchase Plan.

If the fund determines that you have not provided a correct Social Security
or other tax identification number on your account application, or the fund is
not able to verify your identity as required by law, the fund may, at its
discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one fund for those of
another fund. An exchange is the purchase of shares in one fund which

A-9

THE AIM FUNDS

is paid for with the proceeds from a redemption of shares of another fund
effectuated on the same day. Accordingly, the procedures and processes
applicable to redemptions of fund shares, as discussed under the heading
"Redeeming Shares" above, will apply. Before requesting an exchange, review the
prospectus of the fund you wish to acquire.

All exchanges are subject to the limitations set forth in the prospectuses
of the funds. If you wish to exchange shares of one fund for those of another
fund, you must consult the prospectus of the fund whose shares you wish to
acquire to determine whether the fund is offering shares to new investors and
whether you are eligible to acquire shares of that fund.

PERMITTED EXCHANGES

Except as otherwise provided below under "Exchanges Not Permitted", you
generally may exchange your shares for shares of the same class of another fund.
The following below shows permitted exchanges:

EXCHANGE FROM EXCHANGE TO
------------- -----------

AIM Cash Reserve Shares Class A, A3, B, C, R, Y*, Investor Class
Class A Class A, A3, Y*, Investor Class, AIM Cash Reserve Shares
Class A3 Class A, A3, Y*, Investor Class, AIM Cash Reserve Shares
Investor Class Class A, A3, Y*, Investor Class
Class P Class A, A3, AIM Cash Reserve Shares
Class B Class B
Class C Class C, Y*
Class R Class R
Class Y Class Y

----------
* You may exchange your AIM Cash Reserve Shares, Class A shares, Class A3
shares, Class C shares or Investor Class shares for Class Y shares of the
same fund if you otherwise qualify to buy that fund's Class Y shares.
Please consult your financial advisor to discuss the tax implications, if
any, of all exchanges into Class Y shares of the same fund.

EXCHANGES NOT PERMITTED

The following exchanges are not permitted:

- Investor Class shares cannot be exchanged for Class A shares of any fund
which offers Investor Class shares.

- Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM
Tax-Free Intermediate Fund (also known as the Category III funds) are not
permitted.

- Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
Intermediate Fund cannot be exchanged for Class A3 shares of those funds.

- AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if
the shares being exchanged were acquired by exchange from Class A shares of
any fund.

- AIM Cash Reserve shares, Class A shares, Class A3 shares, Class C shares or
Investor Class shares of one fund can not be exchanged for Class Y shares
of a different fund.

- All existing systematic exchanges and reallocations will cease and these
options will no longer be available on all 403(b) prototype plans.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- Shares must have been held for at least one day prior to the exchange with
the exception of dividends and distributions that are reinvested; and

- If you have physical share certificates, you must return them to the
transfer agent in order to effect the exchange.

Under unusual market conditions, a fund may delay the exchange of shares
for up to five business days if it determines that it would be materially
disadvantaged by the immediate transfer of exchange proceeds. The exchange
privilege is not an option or right to purchase shares. Any of the participating
funds or the distributor may modify or terminate this privilege at any time.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year
(other than the money market funds); provided, however, that the following
transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do
not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held by funds of funds, qualified tuition plans
maintained pursuant to Section 529 of the Code, and insurance company
separate accounts which use the funds as underlying investments.

- Generally, exchanges effectuated pursuant to automatic investment
rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other
fiduciary of an employee benefit plan (not in response to distribution or
exchange instructions received from a plan participant).

Each fund reserves the discretion to accept exchanges in excess of these
guidelines on a case-by-case basis if the fund, or its designated agent,
believes that granting such exceptions would be consistent with the best
interests of shareholders.

There is no limit on the number of exchanges out of AIM Limited Maturity
Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio.

A-10

THE AIM FUNDS

If you exchange shares of one fund for shares of multiple other funds as
part of a single transaction, that transaction is counted as one exchange out of
a fund.

INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES

You may be required to pay an initial sales charge when exchanging from a fund
with a lower initial sales charge than the one into which you are exchanging. If
you exchange into shares that are subject to a CDSC, we will begin the holding
period for purposes of calculating the CDSC on the date you made your initial
purchase.

RIGHTS RESERVED BY THE FUNDS

Each fund and its agents reserve the right at any time to:

- Reject or cancel all or any part of any purchase or exchange order.

- Modify any terms or conditions related to the purchase, redemption or
exchange of shares of any fund.

- Reject or cancel any request to establish a Systematic Purchase Plan,
Systematic Redemption Plan or Portfolio Rebalancing Program.

- Suspend, change or withdraw all or any part of the offering made by this
prospectus.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each fund's shares is the fund's net asset value per share. The
funds value portfolio securities for which market quotations are readily
available at market value. The funds value all other securities and assets for
which market quotations are unavailable or unreliable at their fair value in
good faith using procedures approved by the Boards of Trustees of the funds
(collectively, the Board). The Board has delegated the daily determination of
good faith fair value methodologies to Invesco Aim's Valuation Committee, which
acts in accordance with Board approved policies. On a quarterly basis, Invesco
Aim provides the Board various reports indicating the quality and effectiveness
of its fair value decisions on portfolio holdings. Securities and other assets
quoted in foreign currencies are valued in U.S. dollars based on the prevailing
exchange rates on that day.

Even when market quotations are available, they may be stale or unreliable
because the security is not traded frequently, trading on the security ceased
before the close of the trading market or issuer specific events occurred after
the security ceased trading or because of the passage of time between the close
of the market on which the security trades and the close of the NYSE and when
the fund calculates its net asset value. Issuer specific events may cause the
last market quotation to be unreliable. Such events may include a merger or
insolvency, events which affect a geographical area or an industry segment, such
as political events or natural disasters, or market events, such as a
significant movement in the U.S. market. Where market quotations are not readily
available, including where Invesco Aim determines that the closing price of the
security is unreliable, Invesco Aim will value the security at fair value in
good faith using procedures approved by the Board. Fair value pricing may reduce
the ability of frequent traders to take advantage of arbitrage opportunities
resulting from potentially "stale" prices of portfolio holdings. However, it
cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive
for the security upon its current sale. Fair value requires consideration of all
appropriate factors, including indications of fair value available from pricing
services. A fair value price is an estimated price and may vary from the prices
used by other mutual funds to calculate their net asset values.

Invesco Aim may use indications of fair value from pricing services
approved by the Board. In other circumstances, the Invesco Aim Valuation
Committee may fair value securities in good faith using procedures approved by
the Board. As a means of evaluating its fair value process, Invesco Aim
routinely compares closing market prices, the next day's opening prices for the
security in its primary market if available, and indications of fair value from
other sources. Fair value pricing methods and pricing services can change from
time to time as approved by the Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt
Securities. Senior secured floating rate loans and senior secured floating rate
debt securities are fair valued using evaluated quotes provided by an
independent pricing service. Evaluated quotes provided by the pricing service
may reflect appropriate factors such as market quotes, ratings, tranche type,
industry, company performance, spread, individual trading characteristics,
institution-size trading in similar groups of securities and other market data.

Domestic Exchange Traded Equity Securities. Market quotations are generally
available and reliable for domestic exchange traded equity securities. If market
quotations are not available or are unreliable, Invesco Aim will value the
security at fair value in good faith using procedures approved by the Board.

Foreign Securities. If market quotations are available and reliable for
foreign exchange traded equity securities, the securities will be valued at the
market quotations. Because trading hours for certain foreign securities end
before the close of the NYSE, closing market quotations may become unreliable.
If between the time trading ends on a particular security and the close of the
customary trading session on the NYSE events occur that are significant and may
make the closing price unreliable, the fund may fair value the security. If an
issuer specific event has occurred that Invesco Aim determines, in its judgment,
is likely to have affected the closing price of a foreign security, it will
price the security at fair value. Invesco Aim also relies on a screening process
from a pricing vendor to indicate the degree of certainty, based on historical
data, that the closing price in the principal market where a foreign security
trades is not the current market value as of the close of the NYSE. For foreign
securities where Invesco Aim believes, at the approved degree of certainty, that
the price is not reflective of current market value, Invesco Aim will use the
indication of fair value from the pricing service to determine the fair value of
the security. The pricing vendor, pricing methodology or degree of certainty may
change from time to time.

A-11

THE AIM FUNDS

Fund securities primarily traded on foreign markets may trade on days that
are not business days of the fund. Because the net asset value of fund shares is
determined only on business days of the fund, the value of the portfolio
securities of a fund that invests in foreign securities may change on days when
you will not be able to purchase or redeem shares of the fund.

Fixed Income Securities. Government, corporate, asset-backed and municipal
bonds, convertible securities, including high yield or junk bonds, and loans,
normally are valued on the basis of prices provided by independent pricing
services. Prices provided by the pricing services may be determined without
exclusive reliance on quoted prices, and may reflect appropriate factors such as
institution-size trading in similar groups of securities, developments related
to special securities, dividend rate, maturity and other market data. Prices
received from pricing services are fair value prices. In addition, if the price
provided by the pricing service and independent quoted prices are unreliable,
the Invesco Aim valuation committee will fair value the security using
procedures approved by the Board.

Short-term Securities. The funds' short-term investments are valued at
amortized cost when the security has 60 days or less to maturity. AIM Money
Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt
Portfolio and Premier U.S. Government Money Portfolio value all their securities
at amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund and
AIM Tax-Free Intermediate Fund value variable rate securities that have an
unconditional demand or put feature exercisable within seven days or less at
par, which reflects the market value of such securities.

Futures and Options. Futures contracts are valued at the final settlement
price set by the exchange on which they are principally traded. Options are
valued on the basis of market quotations, if available.

Swap Agreements. Swap Agreements are fair valued using an evaluated quote
provided by an independent pricing service. Evaluated quotes provided by the
pricing service are based on a model that may include end of day net present
values, spreads, ratings, industry and company performance.

Open-end Funds. To the extent a fund invests in other open-end funds, other
than open-end funds that are exchange traded, the investing fund will calculate
its net asset value using the net asset value of the underlying fund in which it
invests.

Each fund determines the net asset value of its shares on each day the NYSE
is open for business (a business day), as of the close of the customary trading
session, or earlier NYSE closing time that day. AIM Money Market Fund also
determines its net asset value as of 12:00 noon Eastern Time on each business
day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio determine the net asset value of their shares every fifteen
minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net
asset value determination on any business day for Premier Portfolio and Premier
U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time,
and the last net asset value determination on any business day for Premier
Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio are authorized not to open for trading on a day that is otherwise a
business day if the Federal Reserve Bank of New York and the Bank of New York,
the fund's custodian, are not open for business or the Securities Industry and
Financial Markets Association (SIFMA) recommends that government securities
dealers not open for trading and any such day will not be considered a business
day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government
Money Portfolio also may close early on a business day if SIFMA recommends that
government securities dealers close early. If Premier Portfolio, Premier
Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its
discretion to close early on a business day, the last net asset value
calculation will occur as of the time of such closing.

From time to time and in circumstances deemed appropriate by Invesco Aim in
its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and
Premier U.S. Government Money Portfolio may remain open for business, during
customary business day hours, on a day that the NYSE is closed for business. In
such event, on such day you will be permitted to purchase or redeem shares of
such funds and net asset values will be calculated for such funds.

The Balanced-Risk Allocation Fund may invest up to 25% of its total assets
in shares of its Subsidiary. The Subsidiary offers to redeem all or a portion of
its shares at the current net asset value per share every regular business day.
The value of shares of the Subsidiary will fluctuate with the value of the
Subsidiary's portfolio investments. The Subsidiary prices its portfolio
investments pursuant to the same pricing and valuation methodologies and
procedures used by the fund, which require, among other things, that each of the
Subsidiary's portfolio investments be marked-to-market (that is, the value on
the Subsidiary's books changes) each business day to reflect changes in the
market value of the investment.

TIMING OF ORDERS

For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio, you can purchase or redeem shares on each
business day prior to the close of the customary trading session or any earlier
NYSE closing time that day. For funds other than Premier Portfolio, Premier
Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, purchase
orders that are received and accepted before the close of the customary trading
session or any earlier NYSE closing time on a business day generally are
processed that day and settled on the next business day.

For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio, you can purchase or redeem shares on each business
day, prior to the last net asset value determination on such business day;
however, if your order is received and accepted after the close of the customary
trading session or any earlier NYSE closing time that day, your order generally
will be processed on the next business day and settled on the second business
day following the receipt and acceptance of your order.

For all funds, you can exchange shares on each business day, prior to the
close of the customary trading session or any earlier NYSE closing time that
day. Shareholders of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier
U.S. Government Money Portfolio therefore cannot exchange their shares after the
close of the customary trading session or any earlier NYSE closing time on a
particular day, even though these funds remain open after such closing time.

A-12

THE AIM FUNDS

The funds price purchase, exchange and redemption orders at the net asset
value calculated after the transfer agent receives an order in good order. Any
applicable sales charges are applied at the time an order is processed. A fund
may postpone the right of redemption only under unusual circumstances, as
allowed by the Securities and Exchange Commission, such as when the NYSE
restricts or suspends trading.

TAXES

In general, if you are a taxable investor, dividends and distributions you
receive are taxable as ordinary income or long-term capital gains for federal
income tax purposes. This is true whether you reinvest distributions in
additional fund shares or take them in cash. Every year, you will be sent
information showing the amount of dividends and distributions you received from
each fund during the prior year. Investors should read the information under the
heading "Other Information--Special Tax Information Regarding the Fund" where
applicable in the fund's prospectus. In addition, investors in taxable accounts
should be aware of the following basic tax points:

- Distributions of net short-term capital gains are taxable to you as
ordinary income. A fund that is expected to have higher turnover than that
of other funds is more likely to generate short-term gain or loss.

- Distributions of net long-term capital gains are taxable to you as
long-term capital gains no matter how long you have owned your fund shares.

- If you are an individual and meet certain holding period requirements, a
portion of income dividends paid to you by a fund may be designated as
qualified dividend income eligible for taxation at long-term capital gain
rates. These reduced rates generally are available with respect to taxable
years of a fund beginning before January 1, 2011, unless such provision is
extended or made permanent, for dividends derived from a fund's investment
in stocks of domestic corporations and qualified foreign corporations. In
the case of a fund that invests primarily in debt securities, either none
or only a nominal portion of the dividends paid by the fund will be
eligible for taxation at these reduced rates.

- Distributions declared to shareholders with a record date in December--if
paid to you by the end of January--are taxable for federal income tax
purposes as if received in December.

- Any long-term or short-term capital gains realized from redemptions of fund
shares will be subject to federal income tax. For tax purposes, an exchange
of your shares for shares of another fund is the same as a sale.

- If you invest in a fund shortly before it makes a capital gains
distribution, the distribution will lower the value of the fund's shares by
the amount of the distribution and, in effect, you will receive some of
your investment back in the form of a taxable distribution. This is
sometimes referred to as "buying a dividend."

- By law, if you do not provide a fund with your proper taxpayer
identification number and certain required certifications, you may be
subject to backup withholding on any distributions of income, capital
gains, or proceeds from the sale of your shares. A fund also must withhold
if the IRS instructs it to do so. When withholding is required, the amount
will be 28% of any distributions or proceeds paid.

- You will not be required to include the portion of dividends paid by the
fund derived from interest on federal obligations in your gross income for
purposes of personal and, in some cases, corporate income taxes in many
state and local tax jurisdictions. The percentage of dividends that
constitutes dividends derived from interest on federal obligations will be
determined annually. This percentage may differ from the actual percentage
of interest received by the fund on federal obligations for the particular
days on which you hold shares.

- Fund distributions and gains from sale or exchange of your fund shares
generally are subject to state and local income taxes.

- If a fund qualifies to pass through to you the tax benefits from foreign
taxes it pays on its investments, and elects to do so, then any foreign
taxes it pays on these investments may be passed through to you as a
foreign tax credit. You will then be required to include your pro-rata
share of these taxes in gross income, even though not actually received by
you, and will be entitled either to deduct your share of these taxes in
computing your taxable income, or to claim a foreign tax credit for these
taxes against your U.S. federal income tax.

- Foreign investors should be aware that U.S. withholding, special
certification requirements to avoid U.S. backup withholding and claim any
treaty benefits and estate taxes may apply to an investment in a fund.

The preceding discussion concerning the taxability of fund dividends and
distributions and of redemptions and exchanges of fund shares is inapplicable to
investors that are generally exempt from federal income tax, such as retirement
plans that are qualified under Section 401, 403, 408, 408A and 457 of the Code,
individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax
advisor before investing in a fund.

PAYMENTS TO FINANCIAL ADVISORS

The financial advisor or intermediary through which you purchase your shares may
receive all or a portion of the sales charges and distribution fees discussed
above. In addition to those payments, Invesco Aim Distributors or one or more of
its corporate affiliates (collectively, Invesco Aim Affiliates) may make
additional cash payments to financial advisors in connection with the promotion
and sale of shares of the funds. These additional cash payments may include cash
payments and other payments for certain marketing and support services. Invesco
Aim Affiliates make these payments from their own resources, from Invesco Aim
Distributors' retention of initial sales charges and from payments to Invesco
Aim Distributors made by the funds under their 12b-1 plans. In this context,
"financial advisors" include any broker, dealer, bank (including bank trust
departments), registered investment advisor, financial planner, retirement plan
administrator and any other financial intermediary having a selling,
administration or similar agreement with Invesco Aim Affiliates.

A-13

THE AIM FUNDS

access (in some cases on a preferential basis over other competitors) to
individual members of the financial advisor's sales force or to the financial
advisor's management. These payments are sometimes referred to as "shelf space"
payments because the payments compensate the financial advisor for including the
funds in its fund sales system (on its "sales shelf"). Invesco Aim Affiliates
compensate financial advisors differently depending typically on the level
and/or type of considerations provided by the financial advisor. The payments
Invesco Aim Affiliates make may be calculated based on sales of shares of the
funds (Sales-Based Payments), in which case the total amount of such payments
shall not exceed 0.25% of the public offering price of all shares sold by the
financial advisor during the particular period. Payments may also be calculated
based on the average daily net assets of the applicable funds attributable to
that particular financial advisor (Asset-Based Payments), in which case the
total amount of such cash payments shall not exceed 0.25% per annum of those
assets during a defined period. Sales-Based Payments primarily create incentives
to make new sales of shares of the funds and Asset-Based Payments primarily
create incentives to retain previously sold shares of the funds in investor
accounts. Invesco Aim Affiliates may pay a financial advisor either or both
Sales-Based Payments and Asset-Based Payments.

Invesco Aim Affiliates are motivated to make these payments as they promote
the sale of fund shares and the retention of those investments by clients of
financial advisors. To the extent financial advisors sell more shares of the
funds or retain shares of the funds in their clients' accounts, Invesco Aim
Affiliates benefit from the incremental management and other fees paid to
Invesco Aim Affiliates by the funds with respect to those assets.

Invesco Aim Affiliates also may make payments to certain financial advisors
for certain administrative services, including record keeping and sub-accounting
of shareholder accounts pursuant to a sub-transfer agency, omnibus account
service or sub-accounting agreement. All fees payable by Invesco Aim Affiliates
under this category of services are charged back to the funds, subject to
certain limitations approved by the Board.

You can find further details in the fund's Statement of Additional
Information about these payments and the services provided by financial
advisors. In certain cases these payments could be significant to the financial
advisor. Your financial advisor may charge you additional fees or commissions
other than those disclosed in this prospectus. You can ask your financial
advisor about any payments it receives from Invesco Aim Affiliates or the funds,
as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) DISCLOSURES

While the funds provide their shareholders with daily liquidity, their
investment programs are designed to serve long-term investors and are not
designed to accommodate excessive short-term trading activity in violation of
our policies described below. Excessive short-term trading activity in the
funds' shares (i.e., a purchase of fund shares followed shortly thereafter by a
redemption of such shares, or vice versa) may hurt the long-term performance of
certain funds by requiring them to maintain an excessive amount of cash or to
liquidate portfolio holdings at a disadvantageous time, thus interfering with
the efficient management of such funds by causing them to incur increased
brokerage and administrative costs. Where excessive short-term trading activity
seeks to take advantage of arbitrage opportunities from stale prices for
portfolio securities, the value of fund shares held by long-term investors may
be diluted. The Board has adopted policies and procedures designed to discourage
excessive or short-term trading of fund shares for all funds except the money
market funds. However, there is the risk that these funds' policies and
procedures will prove ineffective in whole or in part to detect or prevent
excessive or short-term trading. These funds may alter their policies at any
time without prior notice to shareholders if the advisor believes the change
would be in the best interests of long-term shareholders.

The Invesco Aim Affiliates currently use the following tools designed to
discourage excessive short-term trading in the retail funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the
Board.

Each of these tools is described in more detail below. Although these tools
are designed to discourage excessive short-term trading, you should understand
that none of these tools alone nor all of them taken together eliminate the
possibility that excessive short-term trading activity in the funds will occur.
Moreover, each of these tools involves judgments that are inherently subjective.
Invesco Aim Affiliates seek to make these judgments to the best of their
abilities in a manner that they believe is consistent with long-term shareholder
interests.

Money Market Funds. The Board of AIM Money Market Fund, AIM Tax-Exempt Cash
Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and

A-14

THE AIM FUNDS

Premier U.S. Government Money Portfolio (the money market funds) have not
adopted any policies and procedures that would limit frequent purchases and
redemptions of such funds' shares. The Board considered the risks of not having
a specific policy that limits frequent purchases and redemptions, and determined
that those risks were minimal. Nonetheless, to the extent that a money market
fund must maintain additional cash and/or securities with short-term durations
in greater amounts than may otherwise be required or borrow to honor redemption
requests, the money market fund's yield could be negatively impacted.

The Board does not believe that it is appropriate to adopt any such
policies and procedures for the money market funds for the following reasons:

- The money market funds are offered to investors as cash management
vehicles; investors must perceive an investment in such funds as an
alternative to cash, and must be able to purchase and redeem shares
regularly and frequently.

- One of the advantages of a money market fund as compared to other
investment options is liquidity. Any policy that diminishes the liquidity
of the money market funds will be detrimental to the continuing operations
of such funds.

- The money market funds' portfolio securities are valued on the basis of
amortized cost, and such funds seek to maintain a constant net asset value.
As a result, there are no price arbitrage opportunities.

- Because the money market funds seek to maintain a constant net asset value,
investors expect to receive upon redemption the amount they originally
invested in such funds. Imposition of redemption fees would run contrary to
investor expectations.

AIM Limited Maturity Treasury Fund. The Board of AIM Limited Maturity
Treasury Fund has not adopted any policies and procedures that would limit
frequent purchases and redemptions of such fund's shares. The Board considered
the risks of not having a specific policy that limits frequent purchases and
redemptions and determined that those risks were minimal. Nonetheless, to the
extent that AIM Limited Maturity Treasury Fund must maintain additional cash
and/or securities with short-term durations in greater amounts than may
otherwise be required or borrow to honor redemption requests, AIM Limited
Maturity Treasury Fund's yield could be negatively impacted.

The Board does not believe that it is appropriate to adopt any such
policies and procedures for the fund for the following reasons:

- Many investors use AIM Limited Maturity Treasury Fund as a short-term
investment alternative and should be able to purchase and redeem shares
regularly and frequently.

- One of the advantages of AIM Limited Maturity Treasury Fund as compared to
other investment options is liquidity. Any policy that diminishes the
liquidity of AIM Limited Maturity Treasury Fund will be detrimental to the
continuing operations of such fund.

TRADE ACTIVITY MONITORING

Invesco Aim Affiliates monitor selected trades on a daily basis in an effort to
detect excessive short-term trading activities. If, as a result of this
monitoring, Invesco Aim Affiliates believe that a shareholder has engaged in
excessive short-term trading, they will seek to act in a manner that they
believe is consistent with the best interests of long-term investors, which may
include taking steps such as (i) asking the shareholder to take action to stop
such activities or (ii) refusing to process future purchases or exchanges
related to such activities in the shareholder's accounts other than exchanges
into a money market fund. Invesco Aim Affiliates will use reasonable efforts to
apply the fund's policies uniformly given the practical limitations described
above.

The ability of Invesco Aim Affiliates to monitor trades that are made
through accounts that are maintained by intermediaries (rather than the funds'
transfer agent) and through conduit investment vehicles may be severely limited
or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year (other than the
money market funds and AIM Limited Maturity Treasury Fund), or a fund or an
Invesco Aim Affiliate determines, in its sole discretion, that your short-term
trading activity is excessive (regardless of whether or not you exceed such
guidelines), it may, in its discretion, reject any additional purchase and
exchange orders.

The ability of Invesco Aim Affiliates to monitor exchanges made through
accounts that are maintained by intermediaries (rather than the funds' transfer
agent) and through conduit investment vehicles may be severely limited or
non-existent. If shares of the funds are held in the name of a conduit
investment vehicle and not in the names of the individual investors who have
invested in the funds through the conduit investment vehicle, the conduit
investment vehicle may be considered an individual shareholder of the funds. To
the extent that a conduit investment vehicle is considered an individual
shareholder of the funds, the funds are likely to be limited in their ability to
impose exchange limitations on individual transactions initiated by investors
who have invested in the funds through the conduit investment vehicle.

REDEMPTION FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by
exchange, shares of certain funds within 31 days of purchase. The ability of a
fund to assess a redemption fee on redemptions effectuated through accounts that
are maintained by intermediaries (rather than the funds' transfer agent) and
through conduit investment vehicles may be severely limited or non-existent.

FAIR VALUE PRICING

Securities owned by a fund are to be valued at current market value if market
quotations are readily available. All other securities and assets of a fund for
which market quotations are not readily available are to be valued at fair value
determined in good faith using procedures approved by the Board. Fair value
pricing may reduce the ability of frequent traders to take advantage of
arbitrage opportunities resulting from potentially "stale" prices of portfolio
holdings. However, it cannot eliminate the possibility of frequent trading.

A-15

Obtaining Additional Information

More information may be obtained free of charge upon request. The Statement of
Additional Information (SAI), a current version of which is on file with the
Securities and Exchange Commission (SEC), contains more details about the fund
and is incorporated by reference into the prospectus (is legally a part of the
prospectus). Annual and semiannual reports to shareholders contain additional
information about the fund's investments. The fund's annual report also
discusses the market conditions and investment strategies that significantly
affected the fund's performance during its last fiscal year. The fund also files
its complete schedule of portfolio holdings with the SEC for the 1st and 3rd
quarters of each fiscal year on Form N-Q. The fund's most recent portfolio
holdings, as filed on Form N-Q, are also available at http://www.invescoaim.com.

If you have questions about this fund, another fund in The AIM Family of
Funds--Registered Trademark-- or your account, or wish to obtain free copies of
the fund's current SAI or annual or semiannual reports, please contact us by
mail at Invesco Aim Investment Services, Inc., P.O. Box 4739, Houston, TX
77210-4739 or

By Telephone: (800) 959-4246
On the Internet: You can send us a request by e-mail or
download prospectuses, SAIs, annual or
semiannual reports via our website:
http://www.invescoaim.com

You can also review and obtain copies of the fund's SAI, financial reports, the
fund's Forms N-Q and other information at the SEC's Public Reference Room in
Washington, DC; on the EDGAR database on the SEC's Internet website
(http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to
the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an
electronic mail request to publicinfo@sec.gov. Please call the SEC at
1-202-942-8090 for information about the Public Reference Room.

AIM Disciplined Equity Fund

SEC 1940 Act file number: 811-01424

invescoaim.com [EQI-PRO-1]

(INVAIM1.GIF, [INVESCO AIM LOGO APPEARS HERE])

ATLANTIC WHITEHALL GROWTH FUND,
A PORTFOLIO OF ATLANTIC WHITEHALL FUNDS TRUST

4400 COMPUTER DRIVE
WESTBOROUGH, MASSACHUSETTS 01581-5120

July ___, 2009

Dear Shareholder:

We are seeking your approval to combine your fund, the Atlantic Whitehall
Growth Fund (your "Fund") with the AIM Large Cap Growth Fund ("Buying Fund")
pursuant to an Agreement and Plan of Reorganization (the "Agreement"). Under the
Agreement your Fund will sell all of its assets and accrued liabilities to
Buying Fund in exchange for shares of Buying Fund (the "Reorganization"). At the
closing of the Reorganization, you will receive shares of Buying Fund and the
shares of your Fund will be cancelled.

Sincerely,

Jeffrey S. Thomas
President

ATLANTIC WHITEHALL GROWTH FUND,
A PORTFOLIO OF ATLANTIC WHITEHALL FUNDS TRUST

4400 COMPUTER DRIVE
WESTBOROUGH, MASSACHUSETTS 01581-5120

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 14, 2009

We cordially invite you to attend our Special Meeting of Shareholders to:

1. Approve an Agreement and Plan of Reorganization under which all of the
assets the of the Atlantic Whitehall Growth Fund (the "Fund"), an investment
portfolio of Atlantic Whitehall Funds Trust ("Trust"), will be transferred to
the AIM Large Cap Growth Fund ("Buying Fund"), an investment portfolio of AIM
Equity Funds ("Buyer"). In exchange for the assets of the Fund, Buying Fund will
assume accrued liabilities of the Fund and will issue Class A shares of Buying
Fund to the holders of Distributor Class shares of the Fund and Class Y shares
of Buying Fund to the holders of Institutional Class shares of the Fund.

3. Transact any other business, not currently contemplated, that may
properly come before the Special Meeting, in the discretion of the proxies or
their substitutes.

We are holding the Special Meeting at 50 Rockefeller Plaza, 15th Floor, New
York, NY 10020 on September 14, 2009 at 10:00 a.m. Eastern Standard Time.

Shareholders of record as of the close of business on July 31, 2009 are
entitled to notice of, and to vote at, the Special Meeting or any adjournment of
the Special Meeting.

Gabrielle Bailey
Secretary

July ___, 2009

QUESTIONS AND ANSWERS

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND
AND VOTE ON THE PROPOSALS

The following questions and answers provide an overview of the proposal to
reorganize the Atlantic Whitehall Growth Fund into the AIM Large Cap Growth Fund
and the proposal to amend the Trust Instrument of Atlantic Whitehall Funds Trust
to permit the Board of Trustees of the Atlantic Whitehall Growth Fund to
liquidate the Fund without additional approval by shareholders. While we
strongly encourage you to read the full text of the enclosed combined proxy
statement/prospectus (the "Proxy Statement/Prospectus"), we are also providing
you with a brief overview of the subjects of the shareholder vote. Your vote is
important.

Q. WHAT ARE SHAREHOLDERS OF THE ATLANTIC WHITEHALL GROWTH FUND BEING ASKED TO
VOTE UPON?

A. Atlantic Whitehall Growth Fund shareholders are being asked to vote
separately on the following two proposals.

Proposal 1 - shareholders are being asked to consider and approve an
Agreement and Plan of Reorganization ("Agreement") under which all of the assets
of the Atlantic Whitehall Growth Fund (the "Fund"), an investment portfolio of
Atlantic Whitehall Funds Trust ("Trust"), will be transferred to the AIM Large
Cap Growth Fund ("Buying Fund"), an investment portfolio of AIM Equity Funds
("Buyer"). In exchange for the assets of the Fund, Buying Fund will assume
accrued liabilities of the Fund, the shares of the Fund that you own will be
cancelled and, in their place, you will receive shares of Buying Fund (the
"Reorganization").

Proposal 2 - shareholders are being asked to approve an amendment to the
Trust Instrument of Atlantic Whitehall Funds Trust that will permit the Board of
Trustees of Trust (the "Board"), in the event that the Reorganization is not
approved, to liquidate and terminate the Atlantic Whitehall Growth Fund without
approval by its shareholders (the "Amendment"). In a liquidation, your Fund's
assets would be converted to cash and, after paying or providing for your Fund's
expenses and liabilities, the proceeds would be distributed to shareholders. The
Board would consider liquidating and terminating the Fund only if the
Reorganization (Proposal 1) is not approved by shareholders.

Q. WHY HAS THE REORGANIZATION BEEN RECOMMENDED?

A. The Board recommends the Reorganization because it recognizes that continued
viability of the Fund as a stand-alone investment option is questionable due to
the substantial outflow of assets. The Board determined that the Reorganization
would be in the best interest of shareholders and that no dilution of value
would result to shareholders from the Reorganization. In making this
determination, the Board considered, among other things, the continuity of
portfolio management, the significant management resources, research
capabilities and fund distribution capabilities of Invesco Aim Advisors, Inc.
and its affiliates, the wide array of funds in the AIM Family of Funds(R) into
which shareholders could exchange their shares, the expense ratios of Buying
Fund, the future prospects of the Fund if the Reorganization was not effected,
the potential to spread relatively fixed costs over a larger asset base and the
anticipated tax-free nature of the Reorganization.

Q. HOW IS THE FUND PROPOSED TO BE REORGANIZED?

A. The Reorganization contemplates that Buying Fund will issue Class A shares to
the Distributor Class shareholders of the Fund and Class Y shares to the
Institutional Class shareholders of the Fund. Fund shareholders who receive
Class Y shares of Buying Fund in connection with the Reorganization may be
eligible to exchange those shares for Institutional Class shares of Buying Fund
following the Reorganization. In order to qualify for this special exchange
privilege, Fund shareholders must be otherwise eligible to purchase
Institutional Class shares of Buying Fund and must complete the exchange no
later than December 15, 2009. See "Summary - Comparison of Exchange Privileges
and Special Exchange Privilege" in the Proxy Statement/Prospectus for additional
details about this exchange privilege.

Your Fund Buying Fund
--------- -----------

Distributor Class Class A
Institutional Class Class Y

Q. WHAT IS THE ANTICIPATED TIMING OF THE REORGANIZATION?

Q. ARE THERE ANY SIGNIFICANT DIFFERENCES BETWEEN THE INVESTMENT OBJECTIVES AND
POLICIES OF THE FUND AND BUYING FUND OR THE PORTFOLIO MANAGERS OF THE TWO FUNDS?

A. The Fund and Buying Fund have substantially similar investment objectives,
policies and restrictions. Generally, both seek long-term growth of capital.
Buying Fund seeks to achieve its objective by investing in securities of
large-capitalization companies. Your Fund seeks to achieve its objective by
investing primarily in a diversified portfolio of common stocks of
publicly-traded companies and focuses on large-capitalization companies. In
addition, the portfolio managers of your Fund and Buying Fund are the same
individuals.

Q. ARE THERE ANY SIGNIFICANT DIFFERENCES IN THE ANNUAL FUND OPERATING EXPENSES
OF THE FUND AND BUYING FUND?

A. No. Based on the Fee Table found in the section entitled "Summary-Comparison
of Fees and Expenses," the pro forma net annual fund operating expenses of
Buying Fund's Class A and Class Y shares are actually five basis points less
than the net annual fund operating expenses of your Fund's Distributor Class and
Institutional Class shares. The Board of Trustees of Trust considered the annual
fund operating expenses of Distributor Class and Institutional Class shares your
Fund and Class A and Class Y shares of Buying Fund calculated as of the fiscal
year end of each fund, as well as calculated as of February 28, 2009. For
additional information on Board considerations see "Proposal 1 - Additional
Information About the Agreement -- Board Considerations."

Q. WILL THERE BE ANY SALES LOAD, COMMISSION OR OTHER TRANSACTIONAL FEE IN
CONNECTION WITH THE REORGANIZATION?

A. No. The full value of your shares of the Fund will be exchanged for shares of
Buying Fund without any sales load, commission or other transactional fee being
imposed. Distributor Class shareholders of the Fund will receive Class A shares
of Buying Fund as part of the Reorganization and will not pay the front end
sales charge or be subject to the contingent deferred sales charge that might
otherwise apply to Class A shares. Additionally, shareholders receiving Class A
shares as part of the Reorganization will not be subject to a front end sales
charge or contingent deferred sales charge for future Class A purchases in the
same account. Institutional Class shareholders of the Fund will receive Class Y
shares of Buying Fund, which do not charge a sales load.

Q. WHAT IF I DO NOT WISH TO PARTICIPATE IN THE REORGANIZATION?

Q. WHY ARE YOU SENDING ME THIS INFORMATION?

A. You are receiving this Proxy Statement/Prospectus because you own shares in
the Fund and have the right to vote on these very important Proposals concerning
your investment.

Q. WHAT EFFECT WILL THE REORGANIZATION HAVE ON ME AS A SHAREHOLDER OF THE FUND?

A. Immediately after the Reorganization, shareholders of the Fund will own
shares of the corresponding class of Buying Fund that are equal in value to the
shares of the Fund that were held by those shareholders immediately prior to the
closing of the Reorganization.

YOUR FUND BUYING FUND
---------------------------------------- --------------------------------------

Adviser Stein Roe Investment Counsel, Inc. (also Invesco Aim Advisors, Inc.
known as Atlantic Trust Private Wealth
Management)

Sub-Advisers None See "Summary-Comparison of Management"
for a description of the role of
sub-advisors in providing investment
advice to Buying Fund.

Administrator PNC Global Investment Servicing Invesco Aim Advisors, Inc.

Transfer Agent PNC Global Investment Servicing Invesco Aim Investment Services, Inc.

Sub- Transfer Agent None Invesco Trimark

Distributor PFPC Distributors, Inc. Invesco Aim Distributors, Inc.

Auditor Ernst & Young LLP PricewaterhouseCoopers LLP

Q. WHAT WILL BE THE FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION?

Q. WILL THE REORGANIZATION TAKE PLACE IF IT IS DETERMINED TO BE TAXABLE?

Q. WHAT WILL HAPPEN IF SHAREHOLDERS FAIL TO APPROVE THE REORGANIZATION?

Q. HOW DO THE TRUSTEES OF THE FUND RECOMMEND THAT I VOTE?

Q. WILL MY FUND PAY FOR THIS PROXY SOLICITATION OR FOR THE COSTS OF THE
REORGANIZATION?

Q. WHAT IS THE REQUIRED VOTE TO APPROVE THE REORGANIZATION AND THE AMENDMENT?

Q. HOW DO I VOTE MY SHARES?

A. For your convenience, there are several ways you can vote:

- Voting in Person: If you attend the Special Meeting, were the record owner
of your shares on the Record Date, and wish to vote in person, we will
provide you with a ballot prior to the vote. However, if your shares were
held in the name of your broker, bank or other nominee, you are required to
bring a letter from the nominee indicating that you are the beneficial
owner of the shares on the Record Date and authorizing you to vote. The
letter must also state whether before the Special Meeting you authorized a
proxy to vote for you and if so, how you instructed such proxy to vote.
Please call Trust at (800) 994-2533 if you plan to attend the Special
Meeting.

- Voting by Proxy: Whether you plan to attend the Special Meeting or not, we
urge you to complete, sign and date the enclosed proxy card and to return
it promptly in the envelope provided. Returning the proxy card will not
affect your right to attend the Special Meeting and vote. If you properly
fill in and sign your proxy card and send it to us in time to vote at the
Special Meeting, your "proxy" (the individual named on your proxy card)
will vote your shares as you have directed. If you sign your proxy card but
do not make specific choices, your proxy will vote your shares FOR Proposal
1, the Reorganization, and FOR Proposal 2, the Amendment, as

recommended by the Board, and in accordance with management's
recommendation on other matters. Your proxy will have the authority to vote
and act on your behalf at any adjournment of the Special Meeting. If you
authorize a proxy to vote for you, you may revoke the authorization at any
time before it is exercised by sending in another proxy card with a later
date or by notifying the Secretary of Trust in writing to the address of
Trust set forth on the cover page of this Proxy Statement/Prospectus before
the Special Meeting that you have revoked your proxy. In addition, although
merely attending the Special Meeting will not revoke your proxy, if you are
present at the Special Meeting you may withdraw your proxy and vote in
person. Shareholders may also transact any other business not currently
contemplated that may properly come before the Special Meeting in the
discretion of the proxies or their substitutes.

- Voting by Telephone or the Internet: You may vote your shares by telephone
or through a website established for that purpose by following the
instructions that appear on the proxy card accompanying this Proxy
Statement/Prospectus.

Q. HOW MANY VOTES AM I ENTITLED TO CAST?

A. Shareholders of the Fund are entitled to one vote per share (with
proportionate voting for fractional shares) for each Proposal.

Q. WHOM SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY
STATEMENT/PROSPECTUS?

Q. MAY I SUBMIT A SHAREHOLDER PROPOSAL TO THIS SPECIAL MEETING?

ATLANTIC WHITEHALL GROWTH FUND, AIM LARGE CAP GROWTH FUND,
A PORTFOLIO OF A PORTFOLIO OF
ATLANTIC WHITEHALL FUNDS TRUST AIM EQUITY FUNDS
4400 COMPUTER DRIVE 11 GREENWAY PLAZA, SUITE 100
WESTBOROUGH, MASSACHUSETTS 01581-5120 HOUSTON, TEXAS 77046-1173
(800) 994-2533 (800) 959-4246

COMBINED PROXY STATEMENT AND PROSPECTUS
JULY ___, 2009

This document is a combined Proxy Statement and Prospectus ("Proxy
Statement/Prospectus"). We are sending you this Proxy Statement/Prospectus in
connection with the Special Meeting of Shareholders (the "Special Meeting") of
the Atlantic Whitehall Growth Fund. The Special Meeting will be held at 50
Rockefeller Plaza, 15th Floor, New York, NY 10020 on September 14, 2009 at 10:00
a.m. Eastern Standard Time. We intend to mail this Proxy Statement/Prospectus,
the enclosed Notice of Special Meeting of Shareholders and the enclosed proxy
card on or about August 14, 2009 to all shareholders entitled to vote at the
Special Meeting.

At the Special Meeting, we are asking shareholders of the Atlantic
Whitehall Growth Fund (your "Fund") to consider and approve two proposals:

1. An Agreement and Plan of Reorganization (the "Agreement") that provides
for the reorganization of your Fund, an investment portfolio of Atlantic
Whitehall Funds Trust ("Trust"), with AIM Large Cap Growth Fund ("Buying Fund"),
an investment portfolio of AIM Equity Funds ("Buyer"), an investment company
registered under the Investment Company Act of 1940, as amended (the
"Reorganization"); and

Under the Agreement, all of the assets of your Fund will be transferred to
Buying Fund, Buying Fund will assume accrued liabilities of your Fund and Buyer
will issue Class A shares of Buying Fund to the holders of Distributor Class
shares of your Fund and Class Y shares of Buying Fund to the holders of
Institutional Class shares of your Fund.

The Prospectuses of your Fund (Distributor Class and Institutional Class
shares) dated April 1, 2009, together with the related Statement of Additional
Information dated April 1, 2009 (together, the "Selling Fund Prospectuses"), are
on file with the Securities and Exchange Commission (the "SEC"). The Selling
Fund Prospectuses are incorporated by reference into this Proxy
Statement/Prospectus. The Prospectus of Buying Fund applicable to Class A and
Class Y shares dated February 27, 2009 (the "Buying Fund Prospectus"), and the
related

Statement of Additional Information dated February 27, 2009, are on file with
the SEC. The Buying Fund Prospectus is incorporated by reference into this Proxy
Statement/Prospectus and is attached to this Proxy Statement/Prospectus as
Appendix III. The Statement of Additional Information relating to the
Reorganization dated July ___, 2009 also is incorporated by reference into this
Proxy Statement/Prospectus. The SEC maintains a website at www.sec.gov that
contains the Prospectuses and Statements of Additional Information described
above, material incorporated by reference, and other information about Trust and
Buyer.

Copies of the Buying Fund Prospectus and the Prospectuses of your Fund and
the related Statements of Additional Information are available without charge by
writing to Invesco Aim Distributors, Inc., 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173, or by calling (800) 959-4246. The annual report of
your Fund, incorporated by reference into the Statement of Additional
Information relating to the Reorganization, is available without charge by
writing to Trust at 4400 Computer Drive, Westborough, MA 01580-5120 or by
calling Trust at (800) 994-2533. Additional information about your Fund and
Buying Fund may be obtained on the Internet at www.atlantictrust.com/awf and
www.invescoaim.com, respectively.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

PAGE
----

PROPOSAL 1 .............................................................. 1
SUMMARY ................................................................. 1
The Reorganization ................................................... 1
Comparison of Investment Objectives and Principal Strategies ......... 2
Comparison of Performance ............................................ 4
Comparison of Fees and Expenses ...................................... 7
Comparison of Management ............................................. 12
Comparison of Sales Charges .......................................... 13
Comparison of Distribution and Service Fees .......................... 13
Comparison of Purchase and Redemption Procedures ..................... 14
Comparison of Exchange Privileges and Special Exchange Privilege ..... 14
Comparison of Multiple Class Structures .............................. 15
Comparison of Timing of Distributions ................................ 15
RISK FACTORS ............................................................ 15
Risks Associated with Buying Fund .................................... 15
Comparison of Risks of Buying Fund and Your Fund ..................... 15
INFORMATION ABOUT BUYING FUND ........................................... 16
Description of Buying Fund Shares .................................... 16
Other Service Providers .............................................. 16
Financial Highlights ................................................. 16
ADDITIONAL INFORMATION ABOUT THE AGREEMENT .............................. 16
Terms of the Reorganization .......................................... 16
The Reorganization ................................................... 17
Board Considerations ................................................. 17
Other Terms .......................................................... 19
Federal Income Tax Consequences ...................................... 20
Accounting Treatment ................................................. 22
RIGHTS OF SHAREHOLDERS .................................................. 22
CAPITALIZATION .......................................................... 23
LEGAL MATTERS ........................................................... 24
ADDITIONAL INFORMATION ABOUT BUYING FUND AND YOUR FUND .................. 24
INFORMATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ........... 24
PENDING LITIGATION ...................................................... 25
PROPOSAL 2 .............................................................. 25
AMENDMENT TO TRUST INSTRUMENT ........................................... 25
INFORMATION ABOUT THE SPECIAL MEETING AND VOTING ........................ 26
Proxy Statement/Prospectus ........................................... 26

Quorum Requirement and Adjournment ................................... 26
Proxy Solicitation ................................................... 27
Other Matters ........................................................ 27
Ownership of Shares .................................................. 27
Security Ownership of Management and Trustees ........................ 27

Exhibits and Appendices

EXHIBIT A ..... Shares Outstanding of Each Class of Your Fund on Record Date
EXHIBIT B ..... Ownership of Shares of Your Fund
EXHIBIT C ..... Ownership of Shares of Buying Fund
EXHIBIT D ..... Security Ownership of Management
APPENDIX I .... Agreement and Plan of Reorganization
APPENDIX II ... Financial Highlights of Buying Fund (Class A and Class Y shares)
APPENDIX III .. Prospectus of Buying Fund (Class A and Class Y shares)

PROPOSAL 1

APPROVAL OF THE AGREEMENT

TO COMBINE YOUR FUND AND BUYING FUND

SUMMARY

The Board, including the independent trustees, after determining that the
Reorganization is in the best interest of your Fund and that the interests of
the shareholders of your Fund will not be diluted as a result of the
Reorganization, has recommended that you vote in favor of the Reorganization.
Your Fund and Buying Fund have similar investment objectives and strategies.
Buying Fund invests in large capitalization companies and, while your Fund may
invest in companies of any size, it places an emphasis on high-quality large
capitalization companies. In addition, both your Fund and Buying Fund are
managed by the same portfolio managers, who are dual employees of Stein Roe and
Invesco Aim. The Board believes that a larger combined fund may have greater
market presence and, in time, may achieve greater operating efficiencies. The
Board also noted that Buying Fund has lower portfolio turnover and an enduring
and stable investment process. For additional information concerning the factors
the Board considered in approving the Reorganization, see "Additional
Information About the Agreement -- Board Considerations."

THE REORGANIZATION

If shareholders of your Fund approve the Agreement and other closing
conditions are satisfied, all of the assets of your Fund will be transferred to
Buying Fund, Buying Fund will assume accrued liabilities of your Fund, and Buyer
will issue Class A shares of Buying Fund to the holders of the Distributor Class
shares of your Fund and Class Y shares of Buying Fund to the holders of
Institutional Class shares of your Fund. For a description of certain of the
closing conditions that must be satisfied, see "Additional Information About the
Agreement -- Other Terms."

No sales charges will be imposed in connection with the Reorganization.

COMPARISON OF INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES

The chart below provides a summary for comparison purposes of the
investment advisor and sub-advisors, portfolio managers, investment objectives
and principal investment strategies of your Fund and Buying Fund. You can find
more detailed information about the investment objectives, strategies and other
investment policies of your Fund and Buying Fund in the Selling Fund
Prospectuses and the Buying Fund Prospectus, respectively.

ATLANTIC WHITEHALL GROWTH FUND AIM LARGE CAP GROWTH FUND
(YOUR FUND) (BUYING FUND)
------------------------------------------- -----------------------------------------

INVESTMENT ADVISOR Stein Roe Investment Counsel, Inc. (also Invesco Aim Advisors, Inc. ("Invesco
known as Atlantic Trust Private Wealth Aim")
Management) ("Stein Roe").

PORTFOLIO MANAGERS Messrs. Geoffrey Keeling and Robert Shoss Messrs. Geoffrey Keeling and Robert
are dual employees of Stein Roe and Invesco Shoss are dual employees of Stein Roe
Aim and are the lead portfolio managers of and Invesco Aim and are primarily
your Fund. responsible for the day-to-day
management of Buying Fund.

INVESTMENT SUB-ADVISORS None - Invesco Asset Management
Deutschland GmbH

- Invesco Asset Management Limited

- Invesco Asset Management (Japan)
Limited

- Invesco Australia Limited

- Invesco Global Asset Management
(N.A.), Inc.

- Invesco Hong Kong Limited

- Invesco Institutional (N.A.), Inc.

- Invesco Senior Secured Management,
Inc.

- Invesco Trimark Ltc.

See "Summary-Comparison of Management"
for a description of the role of
sub-advisors in providing investment
advice to Buying Fund.

INVESTMENT OBJECTIVES Long-term capital appreciation Long-term growth of capital

INVESTMENT STRATEGIES - Intends to invest primarily in a - Invests, normally, at least 80% of
diversified portfolio of common stocks its assets in securities of
of publicly-traded, U.S. companies large-capitalization companies.
that have market capitalizations of $4
billion or greater at the time of - May focus on securities of
purchase. companies with market
capitalizations that are within
- May invest in securities without the top 50% of stocks in the
regard to market capitalization, but Russell 1000(R) Index at the time of
places an emphasis on high-quality purchase.
large capitalization companies with
above average growth prospects.

- May also invest in the common stock, - Invests primarily in marketable
convertible securities, preferred equity securities, including
stocks and warrants of any U.S. convertible securities, but its
company, the equity securities of investments may include other
foreign companies (if traded securities, such as synthetic
"over-the-counter") and American instruments and may invest up to
depositary receipts. 25% of its total assets in foreign
securities. Synthetic instruments
- At all times, at least 65% of its are investments that have economic
total assets will consist of one or characteristics similar to Buying
more of the types of securities Fund's direct investments, and may
described in the two preceding bullet include warrants, futures,
points. options, exchange-traded funds and
American Depositary Receipts.

- Considers a company to be a
large-capitalization company if it
has a market capitalization, at
the time of purchase, no smaller
than the smallest capitalized
company included in the Russell
1000(R) Index during the most recent
11-month period (based on
month-end data) plus the most
recent data during the current
month.

- May invest up to 25% of its total - Buying Fund does not invest in
assets in debt obligations in the top debt securities as part of its
four rating categories as measured by principal investment strategies.
Moody's Investors Services, Inc. or
Standard & Poor's Ratings Group.

- No limitation as to average maturity
of the debt obligations it holds or as
to maturity of individual debt
obligations.

- Pursues its objective by primarily - Portfolio managers purchase
investing in a diversified group of securities of a limited number of
50-80 common stocks selected for their large-cap companies that they
total return potential based upon the believe have the potential for
sustainability of their growth above-average growth in revenues
prospects. Each stock selected will and earnings. The portfolio
be based on certain factors, including managers consider whether to sell
but not limited to: (1) the company's a particular security when they
fundamental business outlook and believe the security no longer has
competitive position, (2) the that potential.
valuation of the security relative to
its own historical norms, to the
industry in which the company
competes, and to the market as a
whole, and (3) the prospective
earnings growth profile expected to be
generated by the company.

- For risk management and cash - Typically maintains a portion of
management purposes, it may hold debt its assets in cash, which is
obligations, U.S. Government generally invested in money market
securities, or cash or cash funds advised by Invesco Aim.
equivalents. Cash is held to handle its daily
cash needs, which include payment
of fund

expenses, redemption requests and
securities transactions. The
amount of cash held may increase
if a temporary defensive position
is taken.

- Except for temporary or defensive - May take a temporary defensive
purposes it will not hold more than position when it receives
20% of its total assets in the form of unusually large redemption
cash or cash equivalents at any given requests, or if there are
time. inadequate investment
opportunities due to adverse
market, economic, political or
other conditions.

- The fund is diversified. - The fund is diversified.

COMPARISON OF PERFORMANCE

The table below illustrates the annual total returns for the last 10
calendar years ended December 31 for Distributor Class and Institutional Class
shares of your Fund and Class A shares of Buying Fund. The average annual total
returns of Class Y shares of Buying Fund is not shown because Class Y shares
have less than a full calendar year of operations. Also included below is a
table showing the average annual total returns for the periods indicated for
your Fund and Buying Fund. For more information regarding the total return of
your Fund, see the "Financial Highlights" section of the Selling Fund
Prospectuses, which have been made a part of this Proxy Statement/Prospectus by
reference. For more information regarding the total return of Buying Fund,
including a bar chart illustrating its annual total returns, see the
"Performance Information" and "Financial Highlights" sections of the Buying Fund
Prospectus, which has been made a part of this Proxy Statement/Prospectus by
reference and is attached hereto as Appendix III.

The tables shown below provide an indication of the risks of investing in
Distributor Class and Institutional Class shares of your Fund and Class A and
Class Y shares of Buying Fund. Past performance (before and after taxes) is not
necessarily an indication of future performance.

The table below does not reflect the sales load typically applicable to
Class A shares of Buying Fund. While generally Class A shares of Buying Fund are
subject to a front-end sales load, Class A shares received as a result of the
Reorganization will not be subject to a front-end sales load.

INSTITUTIONAL CLASS
DISTRIBUTOR CLASS SHARES SHARES OF SELLING CLASS A SHARES
YEARS OF SELLING FUND FUND(1) OF BUYING FUND
----- ------------------------ ------------------- --------------

1999 42.54% 42.54% n/a(2)
2000 -2.09% -2.09% 8.52%
2001 -13.00% -13.00% -36.13%
2002 -27.12% -27.12% -26.46%
2003 31.85% 31.85% 29.32%
2004 -0.47% -0.28% 8.87%
2005 4.35% 4.68% 6.94%
2006 5.24% 5.43% 8.09%
2007 11.98% 12.39% 15.49%
2008 -38.73% -38.65% -38.06%

(1) The returns for the calendar years December 31, 1999 through December 31,
2003 reflect the performance of the Fund's Distributor Class shares. The
Fund's Institutional Class shares commenced operations on August 20, 2003.

(2) Inception date of Buying Fund was 3/01/99.

During the periods shown in the table above:

- Your Fund's highest quarterly return was 22.37% (quarter ended 12/31/99)
(Distributor Class) and the lowest quarterly return was -21.06% (quarter
ended 9/30/01) (Distributor Class).

- For Class A shares of Buying Fund, the highest quarterly return was 26.64%
(quarter ended 3/31/00) and the lowest quarterly return was -34.26%
(quarter ended 3/31/01).

The following table compares the performance of Distributor Class and
Institutional Class shares of your Fund and Class A and Class Y shares of Buying
Fund to that of a broad-based securities market index, a style specific index
and a peer group index. Buying Fund's Class A performance reflects the payment
of a sales load, however, Class A shares received as a result of the
Reorganization will not be subject to the sales load. The indices may not
reflect payment of fees, expenses or taxes. Each of your Fund and Buying Fund is
not managed to track the performance of any particular index, including the
indices shown below, and consequently, the performance of your Fund and Buying
Fund may deviate significantly from the performance of the indices shown below.

AVERAGE ANNUAL TOTAL RETURNS

SINCE
INCEPTION(1) INCEPTION
(FOR THE PERIODS ENDED DECEMBER 31, 2008) 1 YEAR 5 YEARS OR 10 YEARS DATE
----------------------------------------- ------ ------- ------------ ---------

YOUR FUND DISTRIBUTOR CLASS
Return Before Taxes -38.73% -5.59% -1.32%
Return After Taxes on Distributions -38.73% -7.34% -2.55%
Return After Taxes on Distributions and -25.17% -3.99% -0.79%
Sale of Fund Shares
YOUR FUND INSTITUTIONAL CLASS 8/20/03
Return Before Taxes -38.65% -5.37% -1.32%(2)
Return After Taxes on Distributions -38.66% -7.12% -2.55%(2)
Return After Taxes on Distributions and -25.10% -3.82% -0.79%(2)
Sale of Fund Shares
BUYING FUND CLASS A 3/01/99
Return Before Taxes -41.45% -3.18% -2.47%
Return After Taxes on Distributions -41.45% -3.18% -2.47%
Return After Taxes on Distributions and -26.94% -2.67% -2.06%
Sale of Fund Shares
BUYING FUND CLASS Y(3) 10/03/08
Return Before Taxes -38.06% -2.08% -1.90%
Return After Taxes on Distributions -38.06% -2.08% -1.90%
Return After Taxes on Distributions and -24.74% -1.75% -1.60%
Sale of Fund Shares
S&P 500(R) Index(4) -36.99 -2.19 -1.50%
Russell 1000(R) Growth Index(4) -38.44 -3.42 -4.44%
Lipper Large-Cap Growth Funds Index(4) -41.39 -3.99 -5.05%(5)

----------
(1) Since Inception performance is only provided for a class with less than ten
calendar years of performance.

(2) The Fund's Distributor Class shares commenced operations on February 1,
1995. The Fund's Institutional Class shares commenced operations on August
20, 2003. The returns for the ten year period ended December 31, 2008
reflect the performance of the Fund's Distributor Class shares.

(3) The returns shown for these periods are the returns of actual performance
of Buying Fund's Class Y shares since inception blended with the historical
performance of Buying Fund's Class A shares at net asset value which
reflects the Rule 12b-1 fee as well as any fee waivers or expense
reimbursements applicable to Class A shares. The inception date of Buying
Fund's Class Y shares is October 3, 2008. The inception date of Buying
Fund's Class A shares is March 1, 1999.

(4) The Standard and Poor's 500 Index (S&P 500(R) Index) is a market
capitalization-weighted index covering all major areas of the U.S. economy.
It is not the 500 largest companies, but rather the most widely held 500
companies chosen with respect to market size, liquidity,

and their industry. The Russell 1000(R) Growth Index measures the
performance of stocks included in the Russell 1000 Index (a large
capitalization U.S. stock index) with higher price-to-book ratios and
higher forecasted growth values. The Lipper Large-Cap Growth Funds Index is
an equally weighted representation of the largest funds in the Lipper
Large-Cap Growth Funds category. These funds typically have an
above-average price-to-earnings ratio, price-to-book ratio, and three-year
sales-per-share growth value, compared to the S&P 500(R) Index. The indices
are unmanaged and do not incur the fees associated with a mutual fund, such
as investment management and fund administration fees. The indices do not
reflect deductions for fees, expenses or taxes.

(5) The Index data is computed from February 28, 1999, the month-end prior to
the inception date of Class A shares of Buying Fund.

COMPARISON OF FEES AND EXPENSES

Fee Table

This table compares the shareholder fees and annual operating expenses,
expressed as a percentage of net assets ("Expense Ratios"), of Distributor Class
shares of your Fund and Class A shares of Buying Fund. Pro forma combined
expense ratios of Buying Fund giving effect to the Reorganization are also
provided.

AIM LARGE CAP GROWTH FUND
ATLANTIC WHITEHALL GROWTH AIM LARGE CAP GROWTH FUND (BUYING FUND)
FUND (BUYING FUND) PRO FORMA COMBINED
(YOUR FUND) (AS OF 10/31/08 (AS OF 10/31/08
(AS OF 11/30/08) SUPPLEMENTED 7/1/09)(7) SUPPLEMENTED 7/1/09)(7)
------------------------- ------------------------- -------------------------
DISTRIBUTOR CLASS CLASS A CLASS A
SHARES SHARES SHARES
------------------------- ------------------------- -------------------------

SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Charge (Load)
Imposed on Purchase
(as a percentage of offering
price) None 5.50%(1) 5.50%(1)
Maximum Deferred Sales Charge
(as a percentage of original
purchase price or redemption
proceeds, as applicable) None None(2) None(2)
Redemption/Exchange Fee (as a
percentage of amount
redeemed/exchanged) None None None
ANNUAL FUND OPERATING
EXPENSES (3)
(expenses that are deducted
from fund assets)
Management fees 0.85% 0.64% 0.64%
Distribution and/or Service
(12b-1) Fees 0.25% 0.25% 0.25%
Other Expenses (4) 0.31% 0.47% 0.47%
Acquired Fund Fees and
Expenses(5) 0.01% 0.00% 0.00%
Total Annual Fund Operating
Expenses 1.42% 1.36% 1.36%
Fee Waiver 0.01%(6) 0.00%(7) 0.00%(7)
Net Annual Fund Operating
Expenses 1.41% 1.36% 1.36%

(1) Shareholders receiving Class A shares as a result of the Reorganization
will receive the Class A shares at net asset value, with no initial sales
charge imposed.

(2) A contingent deferred sales charge may apply in some cases. Class A shares
received as a result of the Reorganization and future purchases of Class A
shares in the same account will not be subject to a contingent deferred
sales charge.

(3) There is no guarantee that actual expenses will be the same as those shown
in the table.

(4) Your Fund is estimated to incur approximately $33,000 in connection with
the Reorganization and Buying Fund will incur approximately $31,000 in
connection with the Reorganization. Invesco Aim and Stein Roe will pay 100%
of these costs. These reorganization expenses have not been reflected in
the table above.

(5) Acquired fund fees and expenses are not fees or expenses incurred by the
fund directly, but are expenses of the investment companies in which the
fund invests. You incur these fees and expenses indirectly through the
valuation of the fund's investment in those investment companies. As a
result, the Net Annual Fund Operating Expenses listed above may exceed the
expense limit numbers reflected below in footnotes 6 and 7. The impact of
the acquired fund fees and expenses are included in the total returns of
the fund.

(6) Your Fund's adviser contractually agreed to waive its management fee and/or
reimburse expenses to the extent necessary to maintain your Fund's net
expenses (not including any applicable taxes, interest expenses, brokerage
commissions, Acquired Fund fees and expenses, and extraordinary expenses)
at or below 1.40% for Distributor Class shares until March 31, 2010. Any
waivers and/or reimbursements are subject to recoupment by the adviser
within the following three years after such waiver or reimbursement, to the
extent such recoupment by the adviser would not cause total operating
expenses of your Fund to exceed any current expense limitations.

(7) Effective July 1, 2009, Buying Fund's advisor contractually agreed through
at least June 30, 2010 to waive advisory fees and/or reimburse expenses to
the extent necessary to limit Total Annual Fund Operating Expenses
(excluding certain items discussed below) of Class A shares to 2.00% of
average daily net assets. The fee table has been supplemented to reflect
the current fee waiver. In determining the advisor's obligation to waive
advisory fees and/or reimburse expenses, the following expenses are not
taken into account, and could cause the Net Annual Fund Operating Expenses
to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii)
dividend expense on short sales; (iv) extraordinary items; (v) expenses
related to a merger or reorganization, as approved by Buying Fund's Board
of Trustees; and (vi) expenses that Buying Fund has incurred but did not
actually pay because of an expense offset arrangement. Currently, the
expense offset arrangements from which Buying Fund may benefit are in the
form of credits that Buying Fund receives from banks where Buying Fund or
its transfer agent has deposit accounts in which it holds uninvested cash.
These credits are used to pay certain expenses incurred by Buying Fund.

AIM LARGE CAP GROWTH FUND
ATLANTIC WHITEHALL GROWTH AIM LARGE CAP GROWTH FUND BUYING FUND
FUND BUYING FUND PRO FORMA COMBINED
YOUR FUND (AS OF 10/31/08 (AS OF 10/31/08
(AS OF 11/30/08) SUPPLEMENTED 7/1/09)(6) SUPPLEMENTED 7/1/09)(6)
------------------------- ------------------------- -------------------------
INSTITUTIONAL CLASS CLASS Y CLASS Y
SHARES SHARES SHARES
------------------------- ------------------------- -------------------------

SHAREHOLDER TRANSACTION
EXPENSES
Maximum Sales Charge (Load)
Imposed on Purchase
(as a percentage of
offering price) None None None
Maximum Deferred Sales Charge
(as a percentage of
original purchase price or
redemption proceeds, as
applicable) None None None
Redemption/Exchange Fee (as a
percentage of amount
redeemed/exchanged) None None None
ANNUAL FUND OPERATING
EXPENSES (1)
(expenses that are deducted
from fund assets)
Management fees 0.85% 0.64% 0.64%
Distribution and/or Service
(12b-1) Fees None None None
Other Expenses (2) 0.31% 0.47% 0.47%
Acquired Fund Fees and 0.01% 0.00% 0.00%
Expenses(3)
Total Annual Fund Operating 1.17% 1.11% 1.11%
Expenses(4)
Fee Waiver 0.01%(5) 0.00%(6) 0.00%(6)
Net Annual Fund Operating
Expenses 1.16% 1.11% 1.11%

(1) There is no guarantee that actual expenses will be the same as those shown
in the table.

(3) Acquired fund fees and expenses are not fees or expenses incurred by the
fund directly, but are expenses of the investment companies in which the
fund invests. You incur these fees and expenses indirectly through the
valuation of the fund's investment in those investment companies. As a
result, the Net Annual Fund Operating Expenses listed above may exceed the
expense limit numbers reflected below in footnotes 5 and 6. The impact of
the acquired fund fees and expenses are included in the total returns of
the fund.

(4) Total Annual Fund Operating Expenses for Class Y shares are based on
estimated amounts for the current fiscal year.

(5) Your Fund's adviser has contractually agreed to waive its management fee
and/or reimburse expenses to the extent necessary to maintain your Fund's
net expenses (not including any applicable taxes, interest expenses,
brokerage commissions, acquired Fund fees and expenses, and extraordinary
expenses) at or below 1.15% for Institutional Class shares until March 31,
2010. Any waivers and/or reimbursements made are subject to recoupment by
the adviser within the following three years after such waiver or
reimbursement, to the extent such recoupment by the adviser would not cause
total operating expenses of your Fund to exceed any current expense
limitations.

(6) Effective July 1, 2009, Buying Fund's advisor contractually agreed through
at least June 30, 2010 to waive advisory fees and/or reimburse expenses to
the extent necessary to limit Total Annual Fund Operating Expenses
(excluding certain items discussed below) of Class Y shares to 1.75% of
average daily net assets. The fee table has been supplemented to reflect
the current fee waiver. In determining the advisor's obligation to waive
advisory fees and/or reimburse expenses, the following expenses are not
taken into account, and could cause the Net Annual Fund Operating Expenses
to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii)
dividend expense on short sales; (iv) extraordinary items; (v) expenses
related to a merger or reorganization, as approved by Buying Fund's Board
of Trustees; and (vi) expenses that Buying Fund has incurred but did not
actually pay because of an expense offset arrangement. Currently, the
expense offset arrangements from which Buying Fund may benefit are in the
form of credits that Buying Fund receives from banks where Buying Fund or
its transfer agent has deposit accounts in which it holds uninvested cash.
These credits are used to pay certain expenses incurred by Buying Fund.

Expense Example

YOUR FUND DISTRIBUTOR CLASS SHARES--BUYING FUND CLASS A SHARES

You would pay the following expenses if you redeemed your shares:

One Three Five Ten
Year Years Years Years
---- ----- ------ ------

ATLANTIC WHITEHALL GROWTH FUND (YOUR FUND)
Distributor Class......................................... $144 $448 $ 775 $1,701
AIM LARGE CAP GROWTH FUND (BUYING FUND)*
Class A................................................... $681 $957 $1,254 $2,095
AIM LARGE CAP GROWTH FUND (BUYING FUND) - PRO FORMA
COMBINED*
Class A................................................... $681 $957 $1,254 $2,095

* The numbers reflected in the table above for Class A shares of Buying Fund,
as well as Class A shares of Buying Fund--Pro Forma Combined, include the
5.50% sales charge imposed on purchases of Class A shares. Class A shares
received as a result of the Reorganization and future purchases of Class A
shares in same account will not be subject to the 5.50% sales charge. If
the 5.50% sales charge were not included in the table above, shareholders
receiving Class A shares as a result of the Reorganization would pay $138,
$431, $745 and $1,635 for the One, Three, Five and Ten Year periods.

YOUR FUND INSTITUTIONAL CLASS SHARES--BUYING FUND CLASS Y SHARES

You would pay the following expenses if you redeemed your shares:

One Three Five Ten
Year Years Years Years
---- ----- ----- ------

ATLANTIC WHITEHALL GROWTH FUND (YOUR FUND)
Institutional Class....................................... $118 $371 $643 $1,419
AIM LARGE CAP GROWTH FUND (BUYING FUND)
Class Y................................................... $113 $353 $612 $1,352
AIM LARGE CAP GROWTH FUND (BUYING FUND) - PRO FORMA
COMBINED
Class Y................................................... $113 $353 $612 $1,352

COMPARISON OF MANAGEMENT

Currently, the portfolio managers for both your Fund and Buying Fund are
Messrs. Geoffrey Keeling and Robert Shoss, who are dual employees of Stein Roe
and Invesco Aim. Mr. Keeling joined Invesco Aim in 1995 as an equities analyst
specializing in large-cap stocks, and assumed his current responsibilities as a
senior portfolio manager and a co-manager of various AIM Funds in 1999. Mr.
Shoss also joined Invesco Aim in 1995 as an analyst, and assumed his current
responsibilities as a senior portfolio manager and a co-manager of various AIM
Funds in 1999.

Stein Roe, a registered investment adviser, provides investment advisory
services to your Fund. Stein Roe's principal office is located at One South
Wacker Drive, Suite 3500, Chicago, Illinois 60606. Stein Roe is part of the
Atlantic Trust Private Wealth Management Division ("ATPWM"). The entities
comprising ATPWM manage wealth for individuals and families, and provide asset
management services to foundations and endowments. As of March 31, 2009, Stein
Roe managed approximately $5.89 billion in assets of ATPWM's $12.98 billion in
assets. During the fiscal year ended November 30, 2008, Stein Roe received
0.79%, net of applicable fee waivers and inclusive of any applicable recoupment,
for providing investments advisory services to your Fund.

Invesco Aim serves as Buying Fund's investment advisor and manages the
investment operations of Buying Fund and has agreed to perform or arrange for
the performance of Buying Fund's day-to-day management. Invesco Aim is located
at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Invesco Aim has
acted as an investment advisor since its organization in 1976. As of March 31,
2009, Invesco Aim had $138 billion under management. During the fiscal year
ended October 31, 2008, Invesco Aim received compensation of 0.61% of average
daily net assets, after fee waivers and/or expense reimbursements, for providing
investment advisory services to Buying Fund.

Stein Roe and Invesco Aim are both wholly-owned subsidiaries of Invesco,
Ltd.

- Invesco Asset Management Deutschland GmbH;

- Invesco Asset Management Limited;

- Invesco Asset Management (Japan) Limited;

- Invesco Australia Limited;

- Invesco Global Asset Management (N.A.), Inc.;

- Invesco Hong Kong Limited;

- Invesco Institutional (N.A.), Inc.;

- Invesco Senior Secured Management, Inc.; and

- Invesco Trimark Ltd.

COMPARISON OF FUNDAMENTAL AND NON-FUNDAMENTAL INVESTMENT LIMITATIONS

This section briefly highlights certain differences between the fundamental
and non-fundamental investment limitations of your Fund and those of Buying
Fund. Fundamental investment limitations of a fund cannot be changed without the
approval of shareholders; while non-fundamental investment limitations of a fund
can be changed by a fund's board of directors/trustees.

Borrowing. Your Fund has a fundamental investment limitation that prohibits
the Fund from borrowing money or pledging, mortgaging or hypothecating its
assets, except that the Fund may enter into reverse repurchase agreements or
borrow from banks up to 10% of the current value of its net assets for temporary
or emergency purposes and those borrowings may be secured by the pledge of not
more than 15% of the current value of its total net assets. Buying Fund also has
a fundamental restriction relating to borrowing, but it permits Buying Fund to
borrow money from banks up to the limits permitted by the 1940 Act Laws,
Interpretations and Exemptions, which currently permits Buying Fund to borrow
money from banks in an amount not exceeding 33 1/3% of its total assets. Buying
Fund also has a non-fundamental investment limitation limiting borrowings to
this amount.

Short Sales. Your Fund has a fundamental investment limitation that
prohibits the Fund from selling securities short, except to the extent that the
Fund contemporaneously owns or has the right to acquire at no additional cost
securities identical to those sold short. Buying Fund is not specifically
prohibited from this type of short selling.

Other Investments. Your Fund has fundamental investment limitations that
prohibit the Fund from purchasing securities on margin, investing in issuers
where fund management owns over a certain specified amount of the issuer, and
investing in certain warrants. These limitations are vestiges of certain state
"blue sky" laws and regulations that prohibited these types of investments prior
to the passage of the National Securities Markets Improvement Act of 1996
("NSMIA"), which largely preempted such state laws and regulations. Buying Fund
is not subject to comparable investment limitations.

Both your Fund and Buying Fund are subject to other fundamental and
non-fundamental investment limitations that are not identified above. The full
list of your Fund's and Buying Fund's investment limitations may be found in
their respective Statements of Additional Information.

COMPARISON OF SALES CHARGES

Your Fund offers Distributor Class shares and Institutional Class shares,
neither of which are subject to an initial sales charge or a CDSC. In connection
with the Reorganization, and depending on which share class of your Fund that
you own, you will receive Class A shares and/or Class Y shares of Buying Fund.
Class A shares are typically subject to an initial sales charge of up to 5.50%
(as a percent of the offering price) or a CDSC of 1% on purchases of $1 million
or more of Class A shares that are redeemed within 18 months. However,
shareholders receiving Class A shares as a result of the Reorganization will not
be subject to the initial sales charge or CDSC. If a shareholder that receives
Class A shares without an initial sales charge or CDSC in the Reorganization
opens a new account following the Reorganization, such new account will be
subject to an initial sales charge or CDSC unless it otherwise qualifies for an
exemption. Class Y shares are not subject to an initial sales charge or CDSC.

COMPARISON OF DISTRIBUTION AND SERVICE FEES

Your Fund and Buying Fund have each adopted a distribution plan that allows
the payment of distribution and service fees for the sale and distribution of
Distributor Class shares and Class A shares, respectively. For Class A shares
received as a result of the Reorganization, distribution fees will be payable to
Invesco Aim Distributors for distribution services. The fee tables in
"Comparison of Fees and Expenses" include comparative information about the
distribution and service fees payable by Distributor Class shares of your Fund
and Class A shares of Buying Fund. Class A shares of Buying Fund will have the
same aggregate distribution and service fees as Distributor Class shares of your
Fund.

COMPARISON OF PURCHASE AND REDEMPTION PROCEDURES

Neither your Fund nor Buying Fund are subject to a redemption fee.

For additional information regarding the purchase and redemption procedures
of your Fund and Buying Fund, see the Selling Fund Prospectuses and the Buying
Fund Prospectus, respectively.

COMPARISON OF EXCHANGE PRIVILEGES AND SPECIAL EXCHANGE PRIVILEGE

Your Fund offers you the ability to exchange your shares of the Fund for
shares of the same class of one or more of the four other mutual funds in the
Atlantic Whitehall family of funds, subject to certain limits and minimum
exchange amounts. Buying Fund offers its shareholders the ability to exchange
their shares for shares of the same class of one or more of the 73 other funds
in the AIM Family of Funds(R), subject to certain limits and exceptions.
Exchanges of Class A shares of Buying Fund received in the Reorganization may be
exchanged at net asset value without the imposition of an initial sales charge
or CDSC. For additional information regarding exchange privileges of your Fund
and Buying Fund see, the Selling Fund Prospectuses and the Buying Fund
Prospectus, respectively.

In connection with the Reorganization, Buying Fund has agreed to make a
special exchange privilege available to shareholders of the Fund who receive
Class Y shares of Buying Fund. Following the closing of the Reorganization, each
Fund shareholder that receives Class Y shares of Buying Fund may exchange these
shares for Institutional Class shares of Buying Fund, provided that (1) the Fund
shareholder meets the eligibility requirements for investment in Institutional
Class shares of Buying Fund and (2) the exchange is completed no later than
December 15, 2009. The following investors are eligible to invest in
Institutional Class shares of Buying Fund:

- Banks and trust companies acting in a fiduciary capacity;

- Bank and trust company common and collective trust funds;

- Banks and trust companies investing for their own accounts;

- Entities acting for the account of a public entity (e.g., Taft-Hartley
funds, state, cities or government agencies);

- Funds of funds or other pooled investment vehicles;

- Corporations investing for their own accounts;

- Defined benefit plans;

- Foundations; and

- Defined contribution plans offered pursuant to Sections 401, 457, 403(a),
403(b) (if sponsored by a Section 501(c)(3) organization) or 403(c).

For defined contribution plans for which the sponsor has combined defined
contribution and defined benefit assets of at least $100 million there is no
minimum investment requirement, otherwise the minimum investment requirement for
defined contribution plans is $10 million. There is no minimum investment
requirement for defined benefit plans, funds of funds or other pooled investment
vehicles. The minimum investment requirement for all other eligible investors is
$1 million.

Institutional Class shares of Buying Fund have different class-specific
expenses and a lower expense ratio than Class Y shares. The two share classes,
however, generally have the same or similar voting, dividend, liquidation and
other rights. Additional information regarding Institutional Class shares of
Buying Fund can be found in the Institutional Class prospectus of Buying Fund,
which is available, upon request, by calling (800) 959-

4246. The information in the Institutional Class prospectus of Buying Fund is
not incorporated by reference into this Proxy Statement/Prospectus.

COMPARISON OF MULTIPLE CLASS STRUCTURES

Your Fund currently offers Distributor Class shares and Institutional Class
shares to investors. In the Reorganization, Distributor Class shares will
receive Class A shares of Buying Fund and Institutional Class shares will
receive Class Y shares of Buying Fund.

Each of your Fund and Buying Fund have adopted a multiple class plan that
sets forth how the fund will allocate income and expenses among the fund's
different share classes. Income, realized and unrealized capital gains and
losses, and any expenses of your Fund not allocable to a particular class will
be allocated to each class of your Fund based upon the relative net asset value
of that class in relation to the aggregate net assert value of the Fund.
Similarly, Buying Fund allocates income and realized and unrealized capital
gains and losses to each share class based on the relative net assets of that
class.

Trust may allocate certain fees and expenses, including transfer agent
fees, SEC registration fees, independent accountants' fees and other expenses to
a particular class of shares of your Fund. Each class of shares of Buying Fund,
except its Institutional Class shares, bears proportionately the transfer agency
fees and other shareholder recordkeeping expenses, and all other expenses
incurred by Buying Fund based on the relative net assets attributable to such
class.

For information on distribution and servicing arrangement fees see
"Summary-Comparison of Distribution and Service Fees" below. For additional
information regarding the features of each of the share classes of your Fund and
Buying Fund, see the Selling Fund Prospectuses and the Buying Fund Prospectus,
respectively. Buying Fund has additional share classes that are not discussed in
this Proxy Statement/Prospectus.

COMPARISON OF TIMING OF DISTRIBUTIONS

RISK FACTORS

RISKS ASSOCIATED WITH BUYING FUND

The following is a discussion of the principal risks associated with Buying
Fund.

There is a risk that you could lose all or a portion of your investment in
Buying Fund. The value of your investment in Buying Fund will go up and down
with the prices of the securities in which Buying Fund invests. The prices of
equity securities change in response to many factors including the historical
and prospective earnings of the issuer, the value of its assets, general
economic conditions, interest rates, investor perceptions and market liquidity.

The dollar value of Buying Fund's foreign investments will be affected by
changes in the exchange rates between the dollar and the currencies in which
those investments are traded. The value of Buying Fund's foreign investments may
be adversely affected by political and social instability in their home
countries, by changes in economic or taxation policies in those countries, or by
the difficulty in enforcing obligations in those countries. Foreign companies
generally may be subject to less stringent regulations than U.S. companies,
including financial reporting requirements and auditing and accounting controls.
As a result, there generally is less publicly available information about
foreign companies than about U.S. companies. Trading in many foreign securities
may be less liquid and more volatile than U.S. securities due to the size of the
market or other factors.

COMPARISON OF RISKS OF BUYING FUND AND YOUR FUND

The risks associated with an investment in your Fund are generally similar
to those described above for Buying Fund because the two funds have similar
investment objectives and investment strategies and, consequently, invest in
similar securities.

Your Fund may invest in small-capitalization and mid-capitalization
companies, whereas Buying Fund invests primarily in large-capitalization
companies. Small or mid-sized companies may involve greater risk than investment
in larger companies due to such factors as limited product lines, market and
financial or managerial resources, and more abrupt price movements due to
frequent trading.

Both Buying Fund and your Fund are permitted to purchase foreign
securities, however, Buying Fund may invest up to 25% of its total assets in
foreign securities, which are subject to risks associated with fluctuations in
the value of the U.S. dollar relative to the values of other currencies, among
other risks (see above). As of March 31, 2009, 6.6% of your Fund's assets were
invested in foreign securities, whereas 8.16% of Buying Fund's assets were
invested in foreign securities.

Buying Fund generally does not purchase debt securities such as bonds or
other fixed income instruments. Your Fund does purchase debt securities and,
therefore, your Fund is subject to additional risks particular to debt
securities including credit risk and interest rate risk.

Buying Fund is permitted to invest in synthetic instruments which are
investments that have economic characteristics similar to Buying Fund's direct
investments, and may include warrants, futures, options, exchange-traded funds
and American Depositary Receipts. Your Fund may also invest in warrants and
preferred stock, subject to certain limitations.

INFORMATION ABOUT BUYING FUND

DESCRIPTION OF BUYING FUND SHARES

Shares of Buying Fund are redeemable at their net asset value (subject, in
certain circumstances, to a contingent deferred sales charge on Class A shares)
at the option of the shareholder or at the option of Buyer in certain
circumstances. Each share of Buying Fund represents an equal proportionate
interest in Buying Fund with each other share and is entitled to such dividends
and distributions out of the income belonging to Buying Fund as are declared by
the Board of Buyer. Each share of Buying Fund generally has the same or similar
voting, dividend, liquidation and other rights; however, each class of shares of
Buying Fund is subject to different sales loads, conversion features, exchange
privileges and class-specific expenses (only Class A and Class Y shares of
Buying Fund are described in this Proxy Statement/Prospectus; Buying Fund also
offers Class B, Class C, Class R, Investor Class and Institutional Class
shares). When issued and paid for in accordance with the Buying Fund Prospectus,
shares of Buying Fund are fully paid and nonassessable, have no preemptive or
subscription rights, and are freely transferable.

OTHER SERVICE PROVIDERS

Invesco Aim Distributors, Inc., P.O. Box 4739, Houston, Texas 77210, serves
as Buying Fund's distributor. Invesco Aim Advisors, Inc. serves as Buying Fund's
administrator.

FINANCIAL HIGHLIGHTS

For more information about Buying Fund's financial performance, see the
financial highlights for Buying Fund in Appendix II attached to this Proxy
Statement/Prospectus.

ADDITIONAL INFORMATION ABOUT THE AGREEMENT

TERMS OF THE REORGANIZATION

its entirety by reference to the Agreement, a copy of which is attached as
Appendix I to this Proxy Statement/Prospectus.

THE REORGANIZATION

Consummation of the Reorganization (the "Closing") is expected to occur on
or about September 21, 2009, at 8:00 a.m. Eastern Standard Time (the "Effective
Time") on the basis of values calculated as of the close of regular trading on
the New York Stock Exchange on September 18, 2009 (the "Valuation Date"). At the
Effective Time, all of the assets of your Fund will be delivered to Buyer's
custodian for the account of Buying Fund in exchange for the assumption by
Buying Fund of accrued liabilities of your Fund and delivery by Buyer directly
to the holders of record as of the Effective Time of the issued and outstanding
shares of each class of your Fund of a number of shares of each corresponding
class of Buying Fund (including, if applicable, fractional shares rounded to the
nearest thousandth), having an aggregate net asset value equal to the value of
the net assets of your Fund so transferred, assigned and delivered, all
determined and adjusted as provided in the Agreement. Upon delivery of such
assets, Buying Fund will receive good and marketable title to such assets free
and clear of all liens.

BOARD CONSIDERATIONS

Stein Roe proposed, and the Board considered, the Reorganization at
in-person meetings of the Board held on January 28, 2009, and April 29, 2009,
and at a special telephonic meeting of the Board held on January 23, 2009.
During the meetings, the Board carefully considered the Reorganization and
various other alternatives for your Fund that were identified by Stein Roe,
including, among other things, leaving your Fund unchanged and liquidating and
terminating your Fund. The Board noted that your Fund's net assets have declined
substantially as a result of market activity and net redemptions, which raised
questions about your Fund's continued viability as a stand-alone investment
option. The Board noted further that, as a result, your Fund may not be able to
achieve economies of scale unless it can be combined with another fund. The
Board considered that the Reorganization of your Fund into Buying Fund should
provide shareholders with the options of (i) transferring their investment to a
similar Fund on a tax-free basis in the Reorganization or (ii) redeeming their
investment, which may have tax consequences for them. The Board was aware,
however, that the Reorganization could be deemed to be taxable to your Fund or
its shareholders and still proceed. In contrast, the Board noted that
liquidating and terminating your Fund would provide shareholders with only one
option that may have adverse tax consequences for them.

Anticipated benefits to shareholders

The Board approved the Agreement and the Reorganization based on the
following anticipated benefits to shareholders:

- The Board noted that combining your Fund into Buying Fund via the
Reorganization should, over time, create a larger combined fund with
greater market presence. In time, the combined fund may also achieve
greater operating efficiencies because certain fixed costs, such as
legal, accounting, shareholder services and trustee expenses, will be
spread over the greater assets of the combined fund.

- The Board noted that Buying Fund has lower portfolio turnover and an
enduring and stable investment process, which utilizes a quantitative
management style that is intended to provide for long-term growth of
capital.

- The Board noted that the same portfolio managers oversee both your
Fund and Buying Fund.

- The Board noted the significant management resources, research
capabilities and fund distribution capabilities of Invesco Aim
Advisors, Inc. and its affiliates.

- The Board noted the wide array of funds in the AIM Family of Funds(R)
into which shareholders could exchange their shares.

Board considerations

In evaluating the Reorganization, the Board considered information provided
by Stein Roe regarding a number of factors, including:

- The investment objectives and principal investment strategies of your
Fund and Buying Fund.

- The comparative performance of your Fund and Buying Fund.

- The comparative expenses of your Fund and Buying Fund and the pro
forma expenses of Buying Fund after giving effect to the
Reorganization.

- The comparative sizes of your Fund and Buying Fund, their respective
prospects for growth in the future and the potential to spread
relatively fixed costs over a larger asset base.

- The projected financial impact to Stein Roe, Invesco Aim and its
affiliates of the Reorganization.

- The future prospects of the Fund if the Reorganization was not
effected.

Investment objectives and strategies. The Board considered that under
normal market conditions, your Fund and Buying Fund invest their assets in
similar ways. Your Fund seeks to provide long-term capital appreciation by
investing primarily in a diversified group of 50-80 common stocks selected for
their total return potential based upon the sustainability of their growth
prospects. Similarly, Buying Fund seeks to provide long-term growth of capital
through investments in securities of large-capitalization companies. Both Stein
Roe and the Board believe the Reorganization provides your Fund with better
long-term prospects than the various other alternatives for your Fund that were
identified by Stein Roe, including leaving your Fund unchanged and liquidating
and terminating your Fund.

Comparative performance. The Board considered the performance of Class A
shares of Buying Fund in relation to the performance of Distributor Class shares
of your Fund, and the performance of Class Y shares of Buying Fund in relation
to the performance of Institutional Class shares of your Fund. For more complete
performance information, including calendar year returns and benchmark and peer
group comparisons, see "Comparison of Performance."

Comparative expenses. The Board considered the operating expenses your Fund
and Buying Fund incur. The Board compared the expenses of your Fund and Buying
Fund calculated as of the fiscal year end of each fund, as well as calculated as
of February 28, 2009. Stein Roe reported to the Board that, based on the
combined assets of the two funds, the advisory fee schedule of Buying Fund would
result in an effective advisory fee rate that is 21 basis points lower than the
advisory fee rate of your Fund. The Board also considered that, calculated as of
the fiscal year end each fund, the expected total gross expenses of the combined
fund Class A shares would be 1.36%, which is 6 basis points lower than the total
gross expenses (5 basis points lower than the total net expenses) of the
Distributor Class shares of your Fund. The expected total gross expenses of the
combined fund Class Y shares (and the total net expenses) was also 6 basis
points lower (5 basis points lower for total net expenses) than the
Institutional Class shares of your Fund. In approving the Reorganization and
Agreement, the Board considered the fact that Invesco Aim has contractually
agreed to waive fees and/or reimburse expenses of Buying Fund's Class A and
Class Y shares to limit the net annual Fund operating expenses to 2.00% and
1.75% respectively. See "Summary-Comparison of Fees and Expenses" for a
description of the expenses not covered in Invesco Aim's contractual fee waiver.

OTHER TERMS

Trust and Buyer have made representations and warranties in the Agreement
that are customary in matters such as the Reorganization.

The obligations of Trust and Buyer pursuant to the Agreement are subject to
various conditions, including the following mutual conditions:

- Buyer's Registration Statement on Form N-14 under the Securities Act
of 1933 (the "1933 Act") shall have been filed with the SEC and such
Registration Statement shall have become effective, and no stop-order
suspending the effectiveness of the Registration Statement shall have
been issued, and no proceeding for that purpose shall have been
initiated or threatened by the SEC (and not withdrawn or terminated);

- the shareholders of your Fund shall have approved the Agreement;

FEDERAL INCOME TAX CONSEQUENCES

- the Reorganization will qualify as a "reorganization" within the
meaning of Section 368(a) of the Code;

- no gain or loss will be recognized by Buying Fund on its receipt of
assets of your Fund in exchange for shares of Buying Fund issued
directly to your Fund's shareholders;

- no gain or loss will be recognized by any shareholder of your Fund
upon the exchange of shares of your Fund for shares of Buying Fund;

- the tax basis of the shares of Buying Fund to be received by a
shareholder of your Fund will be the same as the shareholder's tax
basis of the shares of your Fund surrendered in exchange therefore;

- the holding period of the shares of Buying Fund to be received by a
shareholder of your Fund will include the period for which such
shareholder held the shares of your Fund exchanged therefore,

provided that such shares of your Fund are capital assets in the hands
of such shareholder as of the Closing; and

- Buying Fund will thereafter succeed to and take into account any
capital loss carryover and certain other tax attributes of your Fund,
subject to all relevant conditions and limitations on the use of such
tax benefits.

Notwithstanding the foregoing, the Reorganization might be determined to be
taxable to the Fund or its shareholders, if, for instance, redemptions by
shareholders of your Fund on account of the Reorganization were such that your
Fund is unable to deliver "substantially all" of its assets because a
significant portion of such assets are sold to raise cash to fund such
redemptions or is otherwise unable to satisfy certain other requirements for a
tax-free reorganization such as "continuity of shareholder interest." In that
event, the Boards of Trustees of the Fund and Buying Fund would each reevaluate
whether consummating the merger, despite it being taxable, remains in the best
interest of the shareholders of the Fund and Buying Fund. If the Reorganization
were determined to be taxable, the transfer of your Fund's assets to Buying Fund
in exchange for shares of Buying Fund and Buying Fund's assumption of the
liabilities of your Fund may result in the realization of capital gains to your
Fund that, to the extent not offset by capital losses, would be distributed to
the shareholders of your Fund on or before the Closing Date, and those
distributions (if any) would be taxable to shareholders who hold shares in
taxable accounts. In addition, the exchange of shares of your Fund for shares of
Buying Fund would be a taxable event and, accordingly, a capital gain or loss
may be recognized. The Closing may be delayed, perhaps significantly, if your
Fund or Buying Fund determines that it needs to seek clarity from a law firm or
the Internal Revenue Service regarding the tax status of the Reorganization.
Trust and Buyer may waive receipt of the opinion as a condition to Closing, as
described in the preceding section. If the tax status can not be determined
within a reasonable time, the Board of Trustees of the Fund or Buying Fund may
decide not to proceed with the Reorganization.

General Limitation on Capital Losses. Capital losses can generally be
carried forward to each of the eight (8) taxable years succeeding the loss year
to offset future capital gains. The Reorganization will result in a more than
50% "change in ownership" of your Fund, the smaller of the two Funds. As a
result, the capital loss carryovers (together with any current year loss and net
unrealized depreciation in the value of investments, collectively referred to as
"total capital loss carryovers") of your Fund will be subject to an annual
limitation for federal income tax purposes. The final amounts of unrealized
capital gain or (loss), capital loss carryovers and realized capital gain or
loss at the time of the Reorganizations may differ from the amounts that are
shown below. In addition, for five years beginning after the Closing Date,
neither Fund will be permitted to offset gains "built-in" to either your Fund or
Buying Fund at the time of the Reorganization against capital losses (including
capital loss carry-forwards) built-in to the other Fund at the time of the
Reorganization. The tax basis capital loss carryovers, unrealized depreciation
in value of investments and aggregate net asset value of your Fund as compared
to Buying Fund and the approximate annual limitation on the use of your Fund's
total capital loss carryovers following the Reorganization are as follows:

Line FUND BUYING FUND
---- ------------- ---------------

1 Capital Loss Carryovers (1)
2 Expiring 2009-2016 ($1,088,722,562)
3 Expiring 2016 ($478,176)
4 Net Unrealized (Depreciation) of
Investments for tax purposes (2) ($9,987,333) ($185,328,116)

5 Total Capital Loss Carryovers ($10,465,509) ($1,274,050,678)
6 Net Unrealized Appreciation
(Depreciation) for tax purposes (26.9%) (16.4%)
as Percentage of NAV [L4/ L7]
7 Net Asset Value (NAV) (2) $ 37,169,249 $ 1,131,487,396
8 Tax-Exempt Rate (May 2009) 4.61%
9 Annual Limitation (approximate)
(3) [L7 x L8] $ 1,713,502 N/A

----------
(1) As of the last fiscal year-end of the Fund and Buying Fund, 11/30/08 and
10/31/08, respectively.

(2) As of the first quarter-end of the Fund and Buying Fund, 2/28/09 and
1/31/09, respectively.

(3) The actual limitation will equal the aggregate net asset value of your Fund
on the closing date multiplied by the long-term tax-exempt rate for
ownership changes during the month in which the Reorganization closes; such
limitation is increased by the amount of any built-in gain, i.e.,
unrealized appreciation in value of investments, of the Fund on the closing
date that is recognized in a taxable year.

This annual limitation on use of your Fund's total capital loss carryovers
may result in some portion of such carryovers expiring unutilized, depending on
the facts at time of closing the Reorganization. However, the total capital loss
carryovers of Buying Fund will continue to be available, provided, among other
things, that Buying Fund is larger than your Fund on the Valuation Date. This
being the case, the benefits of Buying Fund's aggregate capital loss carryovers
will accrue post-Reorganization to the shareholders of both Buying Fund and your
Fund. This might be viewed as resulting in a slight reduction in the available
tax benefits for the shareholders of Buying Fund, although such capital loss
carryovers are a tax benefit only to the extent such losses offset future
capital gains.

Buying shares in a fund that has material unrealized appreciation in
portfolio investments may be less tax efficient than buying shares in a fund
with no such unrealized appreciation in value of investments. Conversely, buying
shares in a fund with unrealized depreciation in value of investments may be
more tax efficient because such deprecation when realized will offset other
capital gains that might otherwise be distributed to shareholders causing the
shareholders to pay tax on such distributions. These same considerations apply
in the case of a reorganization. Based on your Fund's unrealized depreciation in
value of investments on a tax basis as a percentage of its net asset value as of
February 28, 2009 of 26.9% compared to that of Buying Fund of 16.4% at January
31, 2009, and 16.7% on a combined basis, the shareholders of your Fund are being
exposed to slightly less unrealized depreciation in value of investments
post-Reorganization relative to what they are presently exposed.

ACCOUNTING TREATMENT

RIGHTS OF SHAREHOLDERS

CAPITALIZATION

The following table sets forth, as of June 10, 2009, (i) the capitalization
of each class of shares of your Fund; (ii) the capitalization of each class of
shares of Buying Fund, and (iii) the pro forma capitalization of each class of
shares of Buying Fund as adjusted to give effect to the transactions
contemplated by the Agreement.

ATLANTIC
WHITEHALL PRO FORMA
GROWTH FUND AIM LARGE CAP AIM LARGE CAP
(YOUR FUND) GROWTH FUND GROWTH FUND
DISTRIBUTOR (BUYING FUND) PRO FORMA (BUYING FUND)
CLASS SHARES CLASS A SHARES ADJUSTMENTS CLASS A SHARES
------------ -------------- ----------- --------------

Net Assets.............................. $10,040,153 $627,542,778 --(1) $637,582,931
Shares Outstanding...................... 1,545,599 71,962,160 (393,490)(2) 73,114,269
Net Asset Value Per Share............... $ 6.50 $ 8.72 $ 8.72

ATLANTIC
WHITEHALL PRO FORMA
GROWTH FUND AIM LARGE CAP AIM LARGE CAP
(YOUR FUND) GROWTH FUND GROWTH FUND
INSTITUTIONAL (BUYING FUND) PRO FORMA (BUYING FUND)
CLASS SHARES CLASS Y SHARES ADJUSTMENTS CLASS Y SHARES
------------- -------------- -------------- --------------

Net Assets.............................. $28,010,444 $7,219,570 --(1) $35,230,014
Shares Outstanding...................... 4,241,336 826,812 (1,034,828)(2) 4,033,320
Net Asset Value Per Share............... $ 6.60 $ 8.73 $ 8.73

(1) Invesco Aim and Stein Roe will bear 100% of your Fund's Reorganization
expenses, therefore Net Assets have not been adjusted for any expenses
expected to be incurred by Atlantic Whitehall Growth Fund in connection
with the Reorganization. The AIM Large Cap Growth Fund will incur
approximately $31,000 in connection with the Reorganization of which
Invesco Aim and Stein Roe will pay 100%. As a result, there are no Pro
Forma Adjustments to Net Assets.

(2) Shares Outstanding have been adjusted for the accumulated change in the
number of shares of your Fund's shareholder accounts based on the relative
value of your Fund's and Buying Fund's Net Asset Value Per Share assuming
the Reorganization would have taken place on June 10, 2009.

LEGAL MATTERS

Certain legal matters concerning the tax consequences of the Reorganization
will be passed upon by Stradley Ronon Stevens & Young, LLP, 2005 Market Street,
Philadelphia, PA 19103.

ADDITIONAL INFORMATION ABOUT
BUYING FUND AND YOUR FUND

For more information with respect to Buying Fund concerning the following
topics, please refer to the following sections of the Buying Fund Prospectus,
which has been made a part of this Proxy Statement/ Prospectus by reference and
which is attached to this Proxy Statement/Prospectus as Appendix III: (i) see
"Performance Information" for more information about the performance of Buying
Fund; (ii) see "Fund Management" for more information about the management of
Buying Fund; (iii) see "Other Information" for more information about Buying
Fund's policy with respect to dividends and distributions; and (iv) see "Other
Information" for more information about the pricing, purchase, redemption and
repurchase of shares of Buying Fund, tax consequences to shareholders of various
transactions in shares of Buying Fund, distribution arrangements and the
multiple class structure of Buying Fund.

INFORMATION FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION

This Proxy Statement/Prospectus and the related Statement of Additional
Information do not contain all the information set forth in the registration
statements and the exhibits relating thereto and annual and semiannual reports
which Trust and Buyer have filed with the SEC pursuant to the requirements of
the 1933 Act and the 1940 Act, to which reference is hereby made. The SEC file
number of Trust's registration statement containing the Selling Fund
Prospectuses and related Statement of Additional Information is Registration No.
811-08738. Such Selling Fund Prospectuses are incorporated herein by reference.
The SEC file number for Buyer's registration statement containing the Buying
Fund Prospectus and related Statement of Additional Information is Registration
No. 811-01424. Such Buying Fund Prospectus is incorporated herein by reference.

Street, NW, Washington, DC 20549, at the prescribed rates. The SEC maintains a
website at www.sec.gov that contains information regarding Trust and other
registrants that file electronically with the SEC.

PENDING LITIGATION

PROPOSAL 2

AMENDMENT TO TRUST INSTRUMENT

BOARD CONSIDERATIONS

In approving the Amendment, the Board considered the following factors,
among others:

- the Amendment will provide the Board with increased flexibility and broader
authority to take action affecting the Fund without incurring the expense
of soliciting a second proxy and holding a second shareholder meeting to
approve a liquidation;

- the Trust Instrument is more restrictive than required by the DSTA, which
permits Delaware statutory trusts, such as the Trust, to liquidate upon the
approval of the trust's board of trustees and without the approval of
shareholders;

- the Amendment will not alter the Board members existing duties to act with
due care and in shareholders' interest.

After careful consideration, the Trustees of the Fund recommend that you
vote "FOR" Proposal 2.

INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

PROXY STATEMENT/PROSPECTUS

Trust intends to mail this Proxy Statement/Prospectus, the enclosed Notice
of Special Meeting of Shareholders and the enclosed proxy card on or about
August 14, 2009 to all shareholders entitled to vote. Shareholders of record of
your Fund as of the close of business on July 31, 2009 (the "Record Date") are
entitled to vote at the Special Meeting. The number of shares outstanding of
each class of shares of your Fund on the Record Date can be found at Exhibit A.
Each share is entitled to one vote for each full share held, and a fractional
vote for a fractional share held.

QUORUM REQUIREMENT AND ADJOURNMENT

Stein Roe and its affiliate, Atlantic Trust Company, N.A., together hold
voting discretion with respect to a majority of the shares of your Fund. Stein
Roe anticipates that it and Atlantic Trust Company, N.A. will vote shares held
by them in favor of Proposals 1 and 2.

PROXY SOLICITATION

OTHER MATTERS

OWNERSHIP OF SHARES

A list of the name, address and percent ownership of each person who, as of
July 31, 2009, to the knowledge of Trust owned 5% or more of any class of the
outstanding shares of your Fund can be found at Exhibit B.

A list of the name, address and percent ownership of each person who, as of
July 31, 2009, to the knowledge of Buyer owned 5% or more of any class of the
outstanding shares of Buying Fund can be found at Exhibit C.

SECURITY OWNERSHIP OF MANAGEMENT AND TRUSTEES

Information regarding the ownership of each class of your Fund's shares and
Buying Fund's shares by trustees and current executive officers can be found in
Exhibits B and C, respectively.

EXHIBIT A

SHARES OUTSTANDING OF EACH CLASS OF YOUR FUND ON RECORD DATE

As of July 31, 2009, there were the following number of shares outstanding
of each class of your Fund:

YOUR FUND

Distributor Class Shares:
Institutional Class Shares:

A-1

EXHIBIT B

OWNERSHIP OF SHARES OF YOUR FUND

SIGNIFICANT HOLDERS

Listed below is the name, address and percent ownership of each person who,
as of July 31, 2009, to the best knowledge of Trust owned 5% or more of any
class of the outstanding shares of your Fund. A shareholder who owns
beneficially 25% or more of the outstanding securities of your Fund is presumed
to "control" the fund as defined in the 1940 Act. Such control may affect the
voting rights of other shareholders.

NUMBER OF
CLASS OF SHARES PERCENT OWNED
NAME AND ADDRESS SHARES OWNED OF RECORD*
---------------- ------------- --------- -------------

Distributor _____%
Name and Address Class
Institutional _____%
Name and Address Class

----------
* Trust has no knowledge of whether all or any portion of the shares owned of
record are also owned beneficially.

SECURITY OWNERSHIP OF MANAGEMENT AND TRUSTEES

To the best of the knowledge of Trust, the ownership of shares of your Fund
by executive officers and trustees of Trust as a group constituted less than 1%
of the outstanding shares of each class of your Fund as of July 31, 2009.

B-1

EXHIBIT C

OWNERSHIP OF SHARES OF BUYING FUND

SIGNIFICANT HOLDERS

Listed below is the name, address and percent ownership of each person who,
as of July 31, 2009, to the best knowledge of Buyer owned 5% or more of any
class of the outstanding shares of Buying Fund. A shareholder who owns
beneficially 25% or more of the outstanding securities of Buying Fund is
presumed to "control" Buying Fund as defined in the 1940 Act. Such control may
affect the voting rights of other shareholders.

NUMBER OF
CLASS OF SHARES PERCENT OWNED
NAME AND ADDRESS SHARES OWNED OF RECORD
---------------- -------- --------- -------------

Name and Address Class A ______%
Name and Address Class Y ______%

----------
* Buyer has no knowledge of whether all or any portion of the shares owned of
record are also owned beneficially.

SECURITY OWNERSHIP OF MANAGEMENT AND TRUSTEES

To the best of the knowledge of Buyer, the ownership of shares of Buying
Fund by executive officers and trustees of Buyer as a group constituted less
than 1% of the outstanding shares of each class of Buying Fund as of July 31,
2009.

C-1

EXHIBIT D

SECURITY OWNERSHIP OF MANAGEMENT

D-1

APPENDIX I

AGREEMENT

AND

PLAN OF REORGANIZATION

FOR

ATLANTIC WHITEHALL GROWTH FUND

A SEPARATE PORTFOLIO OF

ATLANTIC WHITEHALL FUNDS TRUST

_____________, 2009

TABLE OF CONTENTS

Page
----

ARTICLE 1 DEFINITIONS.................................................... 2
SECTION 1.1. Definitions........................................... 2

ARTICLE 2 TRANSFER OF ASSETS............................................. 6
SECTION 2.1. Reorganization of Selling Fund........................ 6
SECTION 2.2. Computation of Net Asset Value........................ 6
SECTION 2.3. Valuation Date........................................ 7
SECTION 2.4. Delivery.............................................. 7
SECTION 2.5. Termination of Series and Redemption of Selling Fund
Shares............................................. 7
SECTION 2.6. Issuance of Buying Fund Shares........................ 7
SECTION 2.7. Investment Securities................................. 8
SECTION 2.8. Liabilities........................................... 8

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER....................... 8
SECTION 3.1. Organization; Authority............................... 8
SECTION 3.2. Registration and Regulation of Seller................. 8
SECTION 3.3. Financial Statements.................................. 9
SECTION 3.4. No Material Adverse Changes; Contingent Liabilities... 9
SECTION 3.5. Selling Fund Shares; Business Operations.............. 9
SECTION 3.6. Accountants........................................... 10
SECTION 3.7. Binding Obligation.................................... 10
SECTION 3.8. No Breaches or Defaults............................... 10
SECTION 3.9. Authorizations or Consents............................ 10
SECTION 3.10. Permits............................................... 11
SECTION 3.11. No Actions, Suits or Proceedings...................... 11
SECTION 3.12. Contracts............................................. 11
SECTION 3.13. Properties and Assets................................. 11
SECTION 3.14. Taxes................................................. 12
SECTION 3.15. Benefit and Employment Obligations.................... 12
SECTION 3.16. Brokers............................................... 13
SECTION 3.17. Voting Requirements................................... 13
SECTION 3.18. State Takeover Statutes............................... 13
SECTION 3.19. Books and Records..................................... 13
SECTION 3.20. Prospectus and Statement of Additional Information.... 13
SECTION 3.21. No Distribution....................................... 13
SECTION 3.22. Liabilities of Selling Fund........................... 13
SECTION 3.24. Shareholder Expenses.................................. 13
SECTION 3.25. Intercompany Indebtedness; Consideration.............. 13
SECTION 3.26. Information Supplied by Seller........................ 14

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER........................ 14
SECTION 4.1. Organization; Authority............................... 14
SECTION 4.2. Registration and Regulation of Buyer.................. 14
SECTION 4.3. Financial Statements.................................. 14

SECTION 4.4. No Material Adverse Changes; Contingent Liabilities... 15
SECTION 4.5. Registration of Buying Fund Shares.................... 16
SECTION 4.6. Accountants........................................... 16
SECTION 4.7. Binding Obligation.................................... 16
SECTION 4.8. No Breaches or Defaults............................... 16
SECTION 4.9. Authorizations or Consents............................ 16
SECTION 4.10. Permits............................................... 16
SECTION 4.11. No Actions, Suits or Proceedings...................... 17
SECTION 4.12. Taxes................................................. 17
SECTION 4.13. Brokers............................................... 17
SECTION 4.14. Representations Concerning the Reorganization......... 18
SECTION 4.15. Prospectus and Statement of Additional Information.... 18
SECTION 4.17. Intercompany Indebtedness; Consideration.............. 18

ARTICLE 5 COVENANTS...................................................... 19
SECTION 5.1. Conduct of Business................................... 19
SECTION 5.2. Expenses.............................................. 19
SECTION 5.3. Further Assurances.................................... 19
SECTION 5.4. Notice of Events...................................... 19
SECTION 5.5. Consents, Approvals and Filings....................... 20
SECTION 5.6. Submission of Agreement to Shareholders............... 20
SECTION 5.7. Distribution.......................................... 20

ARTICLE 6 CONDITIONS PRECEDENT TO THE REORGANIZATION..................... 20
SECTION 6.1. Conditions Precedent of Buyer......................... 20
SECTION 6.2. Mutual Conditions..................................... 21
SECTION 6.3. Conditions Precedent of Seller........................ 22

ARTICLE 7 TERMINATION OF AGREEMENT....................................... 23
SECTION 7.1. Termination........................................... 23
SECTION 7.2. Survival After Termination............................ 24

ARTICLE 8 MISCELLANEOUS.................................................. 24
SECTION 8.1. Survival of Representations, Warranties and
Covenants.......................................... 24
SECTION 8.2. Governing Law......................................... 24
SECTION 8.3. Binding Effect, Persons Benefiting, No Assignment..... 24
SECTION 8.4. Obligations of Buyer and Seller....................... 24
SECTION 8.5. Amendments............................................ 25
SECTION 8.6. Enforcement........................................... 25
SECTION 8.7. Interpretation........................................ 25
SECTION 8.8. Counterparts.......................................... 25
SECTION 8.9. Entire Agreement; Exhibits and Schedules.............. 25
SECTION 8.10. Notices............................................... 26
SECTION 8.11. Representations by Investment Adviser................. 26
SECTION 8.12. Successors and Assigns; Assignment.................... 27

EXHIBIT A Excluded Liabilities of Selling Fund
SCHEDULE 2.1 Classes of Shares of Selling Fund and Corresponding
Classes of Shares of Buying Fund
SCHEDULE 4.5(a) Classes of Shares of Buying Fund and Number of Shares
of Each Class Buyer is Authorized to Issue
SCHEDULE 6.2(f) Tax Opinions

iii

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION, dated as of ____________, 2009 (this
"Agreement"), by and among Atlantic Whitehall Funds Trust, a Delaware statutory
trust ("Seller"), acting on behalf of Atlantic Whitehall Growth Fund ("Selling
Fund"), a separate series of Seller, AIM Equity Funds, a Delaware statutory
trust ("Buyer"), acting on behalf of AIM Large Cap Growth Fund ("Buying Fund"),
a separate series of Buyer, Invesco Aim Advisors, Inc. ("Invesco Aim"), and
Stein Roe Investment Counsel, Inc., a Delaware corporation ("Stein Roe").

WITNESSETH

WHEREAS, Seller desires to provide for the reorganization of Selling Fund
through the transfer of all of its Assets (as defined below) to Buying Fund in
exchange for the assumption by Buying Fund of the Liabilities (as defined below)
of Selling Fund and the issuance by Buyer of shares of Buying Fund in the manner
set forth in this Agreement; and

WHEREAS, Invesco Aim serves as the investment adviser to Buying Fund and is
making certain representations, warranties and agreements set forth in this
Agreement; and

WHEREAS, Stein Roe serves as the investment adviser to Selling Fund and is
making certain representations, warranties and agreements set forth in this
Agreement; and

WHEREAS, the Board of Directors of Buyer has determined that the exchange
of all of the assets of Selling Fund for Buying Fund Shares (as defined below)
and the assumption of the liabilities of Selling Fund, as described in Section
2.8 herein, by Buying Fund is in the best interests of Buying Fund and its
shareholders and that the interests of the existing shareholders of Buying Fund
would not be diluted as a result of this transaction; and

WHEREAS, the Board of Trustees of Seller has determined that the exchange
of all of the assets of Selling Fund for Buying Fund Shares (as defined below)
and the assumption of the liabilities of Selling Fund by Buying Fund, as
described in Section 2.8 herein, is in the best interests of Selling Fund and
its shareholders and that the interests of the existing shareholders of Selling
Fund would not be diluted as a result of this transaction; and

WHEREAS, this Agreement is intended to be and is adopted by the parties
hereto as a Plan of Reorganization within the meaning of the regulations under
Section 368(a) of the Code (as defined below).

NOW, THEREFORE, in consideration of the foregoing premises and the
agreements and undertakings contained in this Agreement, Seller and Buyer agree
as follows:

ARTICLE 1

DEFINITIONS

"Advisers Act" means the Investment Advisers Act of 1940, as amended, and
all rules and regulations of the SEC adopted pursuant thereto.

"Agreement" means this Agreement and Plan of Reorganization, together with
all exhibits and schedules attached hereto and all amendments hereto and
thereof.

"Applicable Law" means the applicable laws of the state of Delaware and
shall include the Delaware Statutory Trust Act.

"Buyer" means AIM Equity Funds, a Delaware statutory trust.

"Buyer Counsel" means Stradley Ronon Stevens & Young, LLP.

"Buyer Custodian" means State Street Bank and Trust Company acting in its
capacity as custodian for the assets of Buying Fund.

"Buyer Registration Statement" means the registration statement on Form
N-1A of Buyer, as amended, 1940 Act Registration No. 811-01424.

"Buying Fund" means AIM Large Cap Growth Fund, a separate series of Buyer.

"Buying Fund Auditors" means PricewaterhouseCoopers LLP.

"Buying Fund Financial Statements" means the audited financial statements
of Buying Fund for the fiscal year ended October 31, 2008.

"Buying Fund Shares" means shares of each class of Buying Fund issued
pursuant to Section 2.6 of this Agreement.

"Closing" means the transfer of the Assets of Selling Fund to Buying Fund,
the assumption of the Liabilities by Buying Fund and the issuance of Buying Fund
Shares directly to Selling Fund Shareholders as described in Section 2.1 of this
Agreement.

"Closing Date" means September 21, 2009, or such other date as the parties
may mutually agree upon.

"Code" means the Internal Revenue Code of 1986, as amended, and all rules
and regulations adopted pursuant thereto.

"corresponding" means, when used with respect to a class of shares of
Selling Fund or Buying Fund, the classes of their shares set forth opposite each
other on Schedule 2.1.

"Effective Time" means immediately before the opening of business of the
Buying Fund on the Closing Date, or such other time as the parties may mutually
agree.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and all rules or regulations adopted pursuant thereto.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
all rules and regulations adopted pursuant thereto.

"Investment Company Act" means the Investment Company Act of 1940, as
amended, and all rules and regulations adopted pursuant thereto.

"Liabilities" means the liabilities of Selling Fund (i) incurred in the
ordinary course of business and included as a liability on the books and records
of Selling Fund (and reflected in Selling Fund's net asset value) and set forth
in Selling Fund's Statement of Assets and Liabilities as of the Closing Date
delivered by the Seller, on behalf of Selling Fund, to Buyer, on behalf of
Buying Fund, pursuant to Section 6.1(f) hereof or (ii) as otherwise mutually
agreed to in writing by Buyer and Seller and identified on Exhibit A hereof as
of the Closing Date.

"Lien" means any pledge, lien, security interest, charge, claim or
encumbrance of any kind.

"majority of the outstanding voting securities" means the affirmative vote
of the lesser of: (a) 67% or more of the voting securities of Selling Fund
present or represented by proxy at the Shareholders Meeting, if the holders of
more than 50% of the outstanding voting securities of Selling Fund are present
or represented by proxy; or (b) more than 50% of the outstanding voting
securities of Selling Fund.

"NYSE" means the New York Stock Exchange.

"Permits" shall have the meaning set forth in Section 3.10 of this
Agreement.

"Person" means an individual or a corporation, partnership, joint venture,
association, trust, unincorporated organization or other entity.

"Registration Statement on Form N-14" means the registration statement on
Form N-14 pursuant to which the Buying Fund Shares to be issued pursuant to
Section 2.6 shall be registered under the Securities Act.

"Reorganization" means the acquisition of the Assets of Selling Fund by
Buying Fund in consideration of the assumption by Buying Fund of the Liabilities
and the issuance by Buyer of Buying Fund Shares directly to Selling Fund
Shareholders as described in this Agreement.

"Required Shareholder Vote" means, the affirmative vote of a "majority of
the outstanding voting securities" of the Selling Fund.

"Return" means any return, report or form or any attachment thereto
required to be filed with any taxing authority.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, and all
rules and regulations adopted pursuant thereto.

"Seller" means Atlantic Whitehall Funds Trust, a Delaware statutory trust.

"Seller Custodian" means State Street Bank and Trust Company acting in its
capacity as custodian for the assets of Selling Fund.

"Seller Registration Statement" means the registration statement on Form
N-1A of Seller, as amended, 1940 Act Registration No. 811-08738.

"Selling Fund" means Atlantic Whitehall Growth Fund, a separate series of
Seller.

"Selling Fund Auditors" means Ernst & Young L.L.P.

"Selling Fund Shareholders" means the holders of record of the outstanding
shares of each class of Selling Fund as of the close of regular trading on the
NYSE on the Valuation Date.

"Selling Fund Shares" means the issued and outstanding shares of each class
of Selling Fund.

"Stein Roe" means Stein Roe Investment Counsel, Inc., a Delaware
corporation

"Termination Date" means December 31, 2009, or such later date as the
parties may mutually agree upon.

"Treasury Regulations" means the Federal income tax regulations adopted
pursuant to the Code.

"Valuation Date" shall have the meaning set forth in Section 2.2 of this
Agreement.

ARTICLE 2

TRANSFER OF ASSETS

SECTION 2.1. Reorganization of Selling Fund. At the Effective Time, Seller
shall deliver all of the Assets of Selling Fund to Buyer Custodian for the
account of Buying Fund in exchange for the assumption by Buying Fund of the
Liabilities and delivery by Buyer directly to the holders of record as of the
Effective Time of the issued and outstanding shares of each class of Selling
Fund of a number of shares of each corresponding class of Buying Fund, as set
forth on Schedule 2.1 (including, if applicable, fractional shares rounded to
the nearest thousandth), having an aggregate net asset value equal to the value
of the net assets of Selling Fund so transferred, assigned and delivered, all
determined and adjusted as provided in Section 2.2 below. Upon delivery of such
Assets, Buying Fund will receive good and marketable title to such Assets free
and clear of all Liens.

SECTION 2.2. Computation of Net Asset Value.

(a) The net asset value per share of each class of Buying Fund Shares,
and the value of the Assets and the amount of the Liabilities shall, in each
case, be determined as of the close of regular trading on the NYSE, and after
the declaration of any dividends, on the business day next preceding the Closing
Date (the "Valuation Date").

(b) The net asset value of a Class A and Class Y Buying Fund Share
shall be the net asset value per share computed with respect to that class as of
the Valuation Date, using the evaluation procedures set forth in Buying Fund's
then-current prospectus and statement of additional information and valuation
procedures established by Buying Fund's Board of Trustees.

(c) The value of the net assets of the Distributor Class and
Institutional Class shares of Selling Fund and the value of the Assets and the
amount of the Liabilities of the Distributor Class and Institutional Class
shares of Selling Fund to be transferred to the corresponding class of shares of
Buying Fund pursuant to this Agreement shall be computed with respect to that
class as of the Valuation Date, using the evaluation procedures set forth in
Selling Fund's then-current prospectus and statement of additional information
and valuation procedures established by Selling Fund's Board of Trustees.

(d) Subject to Sections 2.2(b) and (c) above, all computations of
value regarding the Assets and Liabilities of Selling Fund and the net asset
value per share of each class of Buying Fund Shares to be issued pursuant to
this Agreement shall be made by agreement of Seller and Buyer. The parties agree
to use commercially reasonable efforts to resolve any material pricing
differences between the prices of portfolio securities determined in accordance
with their respective pricing policies and procedures.

(e) The number of the Class A and Class Y Buying Fund Shares to be
issued (including fractional shares, if any) in exchange for Selling Fund's
Assets shall be determined with respect to each such class by dividing the value
of the net assets with respect to the Distributor Class and Institutional Class
shares of Selling Fund, as the case may be, determined

using the same valuation procedures referred to in Section 2.2(c), by the net
asset value of a Buying Fund Share of the corresponding class, determined in
accordance with Section 2.2(b).

SECTION 2.3. Valuation Date. The share transfer books of Selling Fund will
be permanently closed as of the close of business on the Valuation Date and only
requests for the redemption of shares of Selling Fund received in proper form
prior to the close of regular trading on the NYSE on the Valuation Date shall be
accepted by Selling Fund. Redemption requests thereafter received by Selling
Fund shall be deemed to be redemption requests for Buying Fund Shares of the
corresponding class (assuming that the transactions contemplated by this
Agreement have been consummated), to be distributed to Selling Fund Shareholders
under this Agreement.

SECTION 2.4. Delivery.

(a) No later than three (3) business days preceding the Closing Date,
Seller shall instruct Seller Custodian to transfer all Assets held by Selling
Fund to the account of Buying Fund maintained at Buyer Custodian. Such Assets
shall be delivered by Seller to Buyer Custodian on the Closing Date. The Assets
so delivered shall be duly endorsed in proper form for transfer in such
condition as to constitute a good delivery thereof, in accordance with the
custom of brokers, and shall be accompanied by all necessary state stock
transfer stamps, if any, or a check for the appropriate purchase price thereof.
Cash held by Selling Fund shall be delivered on the Closing Date and shall be in
the form of currency or wire transfer in Federal funds, payable to the order of
the account of Buying Fund at Buyer Custodian.

SECTION 2.6. Issuance of Buying Fund Shares. At the Effective Time, Selling
Fund Shareholders of record, determined as of the Effective Time, shall be
issued, on a pro rata basis within each class, that number of full and
fractional shares of the corresponding class of Buying Fund having an aggregate
net asset value equal to the aggregate net asset value of Selling Fund Shares of
such class of Selling Fund held by Selling Fund Shareholders on the Valuation
Date in accordance with Sections 2.1 and 2.2. Seller shall provide instructions
to the transfer agent of Buying Fund with respect to the shares of each class of
Buying Fund to be issued to Selling Fund

Shareholders, including names, addresses, dividend reinvestment elections and
tax withholding status of Selling Fund Shareholders and backup withholding and
nonresident alien withholding certifications, notices of records on file with
respect to Selling Fund Shareholders. Seller shall also provide to the transfer
agent of Buying Fund the AML Documentation and such other information as Buyer
may reasonably request. Buyer shall have no obligation to inquire as to the
validity, propriety or correctness of any such instruction, information or
documentation, but shall, in each case, assume that such instruction,
information or documentation is valid, proper, correct and complete. Buyer shall
record on its books the ownership of the shares of each class of Buying Fund by
Selling Fund Shareholders and shall forward a confirmation of such ownership to
Selling Fund Shareholders. No redemption or repurchase of such shares credited
to former Selling Fund Shareholders in respect of Selling Fund Shares
represented by unsurrendered share certificates shall be permitted until such
certificates have been surrendered to Buyer for cancellation, or if such
certificates are lost or misplaced, until lost certificate affidavits have been
executed and delivered to Buyer.

SECTION 2.7. Investment Securities. On or prior to the Valuation Date,
Seller shall deliver a list setting forth the securities and other investments
Selling Fund then owned together with the respective Federal income tax bases
thereof and holding periods therefor. Seller shall provide to Buyer on or before
the Valuation Date detailed tax basis accounting records for each security and
other investment to be transferred to it pursuant to this Agreement. Such
records shall be prepared in accordance with the requirements for specific
identification tax lot accounting and clearly reflect the bases used for
determination of gain and loss realized on the sale of any security or other
investment transferred to Buying Fund hereunder. Such records shall be made
available by Seller prior to the Valuation Date for inspection by the Treasurer
of Buyer (or his or her designee) or Buying Fund Auditors upon reasonable
request.

SECTION 2.8. Liabilities. Selling Fund shall use reasonable best efforts to
discharge all of its known liabilities, so far as may be practical, prior to the
Closing Date. Buying Fund shall not assume any liabilities of Selling Fund other
than the Liabilities, including, without limitation, any liability for
recoupment of advisory fees waived or expenses paid pursuant to that certain
Expense Limitation Undertaking by and between Seller and Stein Roe.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller, on behalf of Selling Fund, represents and warrants to Buyer as
follows:

respects with all applicable laws, rules and regulations, including, without
limitation, the Investment Company Act, the Securities Act, the Exchange Act and
all applicable state securities laws. Selling Fund is in compliance in all
material respects with the investment policies and restrictions applicable to it
set forth in the Seller Registration Statement. The value of the net assets of
Selling Fund is determined using portfolio valuation methods that comply in all
material respects with the requirements of the Investment Company Act and the
policies of Selling Fund and all purchases and redemptions of Selling Fund
Shares have been effected at the net asset value per share calculated in such
manner.

SECTION 3.3. Financial Statements. The Selling Fund Financial Statements
have been audited by Ernst & Young L.L.P., an independent registered public
accounting firm, and are in accordance with U.S. generally accepted accounting
principles ("U.S. GAAP") consistently applied, and such statements (copies of
which have been furnished to Buying Fund) present fairly, in all material
respects, the financial condition of Selling Fund as of such date in accordance
with U.S. GAAP, and there are no known contingent liabilities of Selling Fund
required to be reflected on a balance sheet (including the notes thereto) in
accordance with U.S. GAAP as of such date not disclosed therein.

SECTION 3.5. Selling Fund Shares; Business Operations.

(a) Selling Fund Shares have been duly authorized and validly issued
and are fully paid and non-assessable.

by, and no notice to or filing with, any Governmental Authority will be required
to be obtained or made by Seller in connection with the execution and delivery
by Seller of this Agreement and the consummation by Seller of the transactions
contemplated hereby.

SECTION 3.10. Permits. Seller has in full force and effect all approvals,
consents, authorizations, registrations, certificates, filings, franchises,
licenses, notices, permits and rights of Governmental Authorities (collectively,
"Permits") necessary for it to conduct its business as presently conducted as it
relates to Selling Fund, and there has occurred no default under any Permit,
except for the absence of Permits and for defaults under Permits the absence or
default of which would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect. To the knowledge of Seller there are
no proceedings relating to the suspension, revocation or modification of any
Permit, except for such that would not reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect.

SECTION 3.11. No Actions, Suits or Proceedings.

SECTION 3.13. Properties and Assets. Selling Fund has good and marketable
title to all Assets, including properties and assets reflected in the Selling
Fund Financial Statements as

owned by it, free and clear of all Liens, except as described in the Selling
Fund Financial Statements.

SECTION 3.14. Taxes.

(a) Selling Fund has elected to be a regulated investment company
under Subchapter M of the Code and is a fund that is treated as a separate
corporation under Section 851(g) of the Code. Selling Fund has qualified for
treatment as a regulated investment company for each taxable year since
inception that has ended prior to the Closing Date and will have satisfied the
requirements of Part I of Subchapter M of the Code to maintain such
qualification for the period beginning on the first day of its current taxable
year and ending on the Closing Date. Selling Fund has no earnings and profits
accumulated in any taxable year in which the provisions of Subchapter M of the
Code did not apply to it. In order to (i) ensure continued qualification of
Selling Fund for treatment as a "regulated investment company" for tax purposes
and (ii) eliminate any tax liability of Selling Fund arising by reason of
undistributed investment company taxable income or net capital gain, Seller will
declare on or prior to the Valuation Date to the shareholders of Selling Fund a
dividend or dividends that, together with all previous such dividends, shall
have the effect of distributing (A) all of Selling Fund's investment company
taxable income (determined without regard to any deductions for dividends paid)
for the taxable year ended November 30, 2008 and substantially all of such
investment company taxable income for the short taxable year beginning on
December 1, 2008 and ending on the Closing Date and (B) all of Selling Fund's
net capital gain recognized in its taxable year ended November 30, 2008 and
substantially all of any such net capital gain recognized in such short taxable
year (in each case after reduction for any capital loss carryover).

SECTION 3.17. Voting Requirements. The Required Shareholder Vote is the
only vote of the holders of any class of shares of Selling Fund necessary to
approve this Agreement.

SECTION 3.19. Books and Records. The books and records of Seller relating
to Selling Fund, reflecting, among other things, the purchase and sale of
Selling Fund Shares, the identity and tax status of Selling Fund Shareholders,
the AML Documentation, the number of issued and outstanding shares owned by each
Selling Fund Shareholder and the state or other jurisdiction in which such
shares were offered and sold, are complete and accurate in all material
respects.

SECTION 3.21. No Distribution. Buying Fund Shares are not being acquired
for the purpose of any distribution thereof, other than in accordance with the
terms of this Agreement.

SECTION 3.22. Liabilities of Selling Fund. The Liabilities that are to be
assumed by Buying Fund in connection with the Reorganization, or to which the
assets of Selling Fund to be transferred in the Reorganization are subject, were
incurred by Selling Fund in the ordinary course of its business. The fair market
value of the assets of Selling Fund to be transferred to Buying Fund in the
Reorganization will equal or exceed the sum of the Liabilities to be assumed by
Buying Fund.

SECTION 3.23. Shareholder Expenses. Selling Fund Shareholders will pay
their own expenses, if any, incurred in connection with the Reorganization.

SECTION 3.24. Intercompany Indebtedness; Consideration. There is no
intercompany indebtedness between Seller and Buyer that was issued or acquired,
or will be settled, at a discount. No consideration other than Buying Fund
Shares (and Buying Fund's assumption of the Liabilities) will be given in
exchange for the Assets of Selling Fund acquired by Buying Fund in connection
with the Reorganization.

SECTION 3.25. Information Supplied by Seller. The information supplied by
Seller regarding Seller or Selling Fund that is included or referenced in the
Registration Statement on

Form N-14 of Buyer contemplated by section 4.5(b) of this Agreement shall be
true, accurate and complete in all respects.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer, on behalf of Buying Fund, represents and warrants to Seller as
follows:

SECTION 4.2. Registration and Regulation of Buyer. Buyer is duly registered
with the SEC as an investment company under the Investment Company Act. Buying
Fund is in compliance in all material respects with all applicable laws, rules
and regulations, including, without limitation, the Investment Company Act, the
Securities Act, the Exchange Act and all applicable state securities laws.
Buying Fund is in compliance in all material respects with the applicable
investment policies and restrictions set forth in the Buyer Registration
Statement. The value of the net assets of Buying Fund is determined using
portfolio valuation methods that comply in all material respects with the
requirements of the Investment Company Act and the policies of Buying Fund and
all purchases and redemptions of Buying Fund Shares have been effected at the
net asset value per share calculated in such manner.

SECTION 4.3. Financial Statements. The books of account and related records
of Buying Fund fairly reflect in reasonable detail its assets, liabilities and
transactions in accordance with generally accepted accounting principles applied
on a consistent basis. The audited Buying Fund Financial Statements previously
delivered to Seller present fairly in all material respects the financial
position of Buying Fund as of the date(s) indicated and the results of
operations and changes in net assets for the period(s) then ended in accordance
with generally accepted accounting principles applied on a consistent basis for
the period(s) then ended.

SECTION 4.4. No Material Adverse Changes; Contingent Liabilities. Since the
date of the Buying Fund Financial Statements, no material adverse change has
occurred in the financial condition, results of operations, business, assets or
liabilities of Buying Fund or the status of Buying Fund as a regulated
investment company under the Code, other than changes resulting from any change
in general conditions in the financial or securities markets or the performance
of any investments made by Buying Fund or occurring in the ordinary course of
business of Buying Fund or Buyer. There are no contingent liabilities of Buying
Fund not disclosed in the Buying Fund Financial Statements which are required to
be disclosed in accordance with generally accepted accounting principles. No
contingent liabilities of Buying Fund have arisen since the date of the most
recent financial statements included in the Buying Fund Financial Statements
which are required to be disclosed in accordance with generally accepted
accounting principles.

SECTION 4.5. Registration of Buying Fund Shares.

(a) Buying Fund currently has those classes of shares that are set
forth on Schedule 4.5(a). Under its Governing Documents, Buyer is authorized to
issue an unlimited number of shares of each such class.

(b) Buying Fund Shares to be issued pursuant to Section 2.6 shall on
the Closing Date be duly registered under the Securities Act by a Registration
Statement on Form N-14 of Buyer then in effect.

(c) On the Closing Date, Buying Fund will have good and marketable
title to Buying Fund's Assets, free of any liens or other encumbrances, except
those liens or encumbrances incurred in the ordinary course of Buying fund's
business or as to which Selling Fund has received notice and necessary
documentation at or prior to the Closing;

(d) Buying Fund Shares to be issued pursuant to Section 2.6 are duly
authorized and on the Closing Date, assuming the consummation of the
Reorganization in accordance with this Agreement, will be validly issued and
fully paid and non-assessable and will conform to the description thereof
contained in the Registration Statement on Form N-14 then in effect. At the time
of its Reorganization, Buying Fund shall not have outstanding any warrants,
options, convertible securities or any other type of right pursuant to which any
Person could acquire shares of Buying Fund, except for the right of investors to
acquire shares of Buying Fund at the public offering price in the normal course
of its business as a series of an open-end management investment company
operating under the Investment Company Act.

(e) The combined proxy statement/prospectus (the "Combined Proxy
Statement/Prospectus"), which forms a part of Buyer's Registration Statement on
Form N-14, shall be furnished to the shareholders of Selling Fund entitled to
vote at the Shareholders Meeting in accordance with normal market practice for
such transactions. The Combined Proxy Statement/Prospectus and related Statement
of Additional Information of Buying Fund, when they become effective, shall
conform in all material respects to the applicable requirements of the
Securities Act and the Investment Company Act and shall not include any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, provided that, with
respect to information in the Combined Proxy Statement/Prospectus derived from
information supplied by Seller or its agents, Buyer is relying on the accuracy
of Seller's representation in Section 3.25 in making this representation.

(f) The shares of Buying Fund which have been or are being offered for
sale (other than the Buying Fund Shares to be issued in connection with the
Reorganization) have been duly registered under the Securities Act by the Buyer
Registration Statement and have been duly registered, qualified or are exempt
from registration or qualification under the securities laws of each state or
other jurisdiction in which such shares have been or are being offered for sale,
and no action has been taken by Buyer to revoke or rescind any such registration
or qualification.

SECTION 4.6. Accountants. Buying Fund Auditors, which have reported upon
the Buying Fund Financial Statements for the fiscal year or period, as
applicable, ended on the date of the most recent financial statements included
in the Buying Fund Financial Statements are independent public accountants as
required by the Securities Act and the Exchange Act.

SECTION 4.7. Binding Obligation. This Agreement has been duly authorized,
executed and delivered by Buyer on behalf of Buying Fund and, assuming this
Agreement has been duly executed and delivered by Seller, constitutes the legal,
valid and binding obligation of Buyer, enforceable against Buyer in accordance
with its terms from and with respect to the revenues and assets of Buying Fund,
except as the enforceability hereof may be limited by bankruptcy, insolvency,
reorganization or similar laws relating to or affecting creditors' rights
generally, or by general equity principles (whether applied in a court of law or
a court of equity and including limitations on the availability of specific
performance or other equitable remedies).

SECTION 4.8. No Breaches or Defaults. The execution and delivery of this
Agreement by Buyer on behalf of Buying Fund and performance by Buyer of its
obligations hereunder have been duly authorized by all necessary trust action on
the part of Buyer and (i) do not, and on the Closing Date will not, result in
any violation of the Governing Documents of Buyer and (ii) do not, and on the
Closing Date will not, result in a breach of any of the terms or provisions of,
or constitute (with or without the giving of notice or the lapse of time or
both) a default under, or give rise to a right of termination, cancellation or
acceleration of any obligation or to the loss of a material benefit under, or
result in the creation or imposition of any Lien upon any property or assets of
Buying Fund (except for such breaches or defaults or Liens that would not
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect) under (A) any indenture, mortgage or loan agreement or any other
material agreement or instrument to which Buyer is a party or by which it may be
bound and which relates to the assets of Buying Fund or to which any properties
of Buying Fund may be subject; (B) any Permit; or (C) any existing applicable
law, rule, regulation, judgment, order or decree of any Governmental Authority
having jurisdiction over Buyer or any property of Buying Fund. Buyer is not
under the jurisdiction of a court in a proceeding under Title 11 of the United
States Code or similar case within the meaning of Section 368(a)(3)(A) of the
Code.

SECTION 4.9. Authorizations or Consents. Other than those which shall have
been obtained or made on or prior to the Closing Date, no authorization or
approval or other action by, and no notice to or filing with, any Governmental
Authority will be required to be obtained or made by Buyer in connection with
the due execution and delivery by Buyer of this Agreement and the consummation
by Buyer of the transactions contemplated hereby.

SECTION 4.10. Permits. Buyer has in full force and effect all Permits
necessary for it to conduct its business as presently conducted as it relates to
Buying Fund, and there has occurred no default under any Permit, except for the
absence of Permits and for defaults under Permits the absence or default of
which would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect. To the knowledge of Buyer there are no
proceedings relating to the suspension, revocation or modification of any
Permit, except for such that would not reasonably be expected, individually or
in the aggregate, to have a Material Adverse Effect.

SECTION 4.11. No Actions, Suits or Proceedings.

(b) There are no judicial, administrative or arbitration actions,
suits, or proceedings instituted or pending or, to the knowledge of Buyer,
threatened in writing or, if probable of assertion, orally, against Buyer,
affecting any property, asset, interest or right of Buying Fund, that could
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect with respect to Buying Fund. There are not in existence on the
date hereof any plea agreements, judgments, injunctions, consents, decrees,
exceptions or orders that were entered by, filed with or issued by any
Governmental Authority relating to Buyer's conduct of the business of Buying
Fund affecting in any significant respect the conduct of such business. Buyer is
not, and has not been, to the knowledge of Buyer, the target of any material
investigation by the SEC or any state securities administrator with respect to
its conduct of the business of Buying Fund, other than as has been disclosed in
the Buying Fund Registration Statement.

SECTION 4.12. Taxes.

(a) Buying Fund has elected to be a regulated investment company under
Subchapter M of the Code and is a fund that is treated as a separate corporation
under Section 851(g) of the Code. Buying Fund has qualified for treatment as a
regulated investment company for each taxable year since inception that has
ended prior to the Closing Date and will satisfy the requirements of Part I of
Subchapter M of the Code to maintain such qualification for its current taxable
year. Buying Fund has no earnings or profits accumulated in any taxable year in
which the provisions of Subchapter M of the Code did not apply to it.

(b) Buying Fund has timely filed all Returns required to be filed by
it and all Taxes with respect thereto have been paid, except where the failure
so to file or so to pay, would not reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect. Adequate provision has been
made in the Buying Fund Financial Statements for all Taxes in respect of all
periods ending on or before the date of such financial statements, except where
the failure to make such provisions would not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect. No
deficiencies for any Taxes have been proposed, assessed or asserted in writing
by any taxing authority against Buying Fund, and no deficiency has been
proposed, assessed or asserted, in writing, where such deficiency would
reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect. No waivers of the time to assess any such Taxes are outstanding
nor are any written requests for such waivers pending and no Return of Buying
Fund is currently being or has been audited with respect to income taxes or
other Taxes by any Federal, state, local or foreign Tax authority.

SECTION 4.13. Brokers. No broker, finder or similar intermediary has acted
for or on behalf of Buyer in connection with this Agreement or the transactions
contemplated hereby, and

no broker, finder, agent or similar intermediary is entitled to any broker's,
finder's or similar fee or other commission in connection therewith based on any
agreement, arrangement or understanding with Buyer or any action taken by it.

SECTION 4.14. Representations Concerning the Reorganization.

(a) There is no plan or intention by Buyer or any person related to
Buyer to acquire or redeem any Buying Fund Shares issued in the Reorganization,
except to the extent that Buying Fund is required by the Investment Company Act
to redeem any of its shares presented for redemption at net asset value in the
ordinary course of its business as an open-end, management investment company.

(b) Buying Fund has no plan or intention to sell or otherwise dispose
of any of the Assets of Selling Fund acquired in the Reorganization, other than
in the ordinary course of its business and to the extent necessary to maintain
its status as a "regulated investment company" under the Code.

(c) Following the Reorganization, Buying Fund will continue an
"historic business" of Selling Fund or use a significant portion of Selling
Fund's "historic business assets" in a business. For purposes of this
representation, the terms "historic business" and "historic business assets"
shall have the meanings ascribed to them in Section 1.368-1(d) of the Treasury
Regulations.

(d) Prior to or in the Reorganization, neither Buying Fund nor any
person related to Buying Fund (for purposes of this paragraph as defined in
Section 1.368-1(e)(3) of the Treasury Regulations) will have acquired directly
or through any transaction, agreement or arrangement with any other person,
shares of Selling Fund with consideration other than shares of Buying Fund.
There is no plan or intention by Buying Fund to redeem, or by any person related
to Buying Fund to acquire, any of the Buying Fund Shares issued in the
Reorganization either directly or through any transaction, agreement or
arrangement with any other person, other than redemptions in the ordinary course
of Buying Fund's business as an open-end investment company as required by the
Investment Company Act.

SECTION 4.15. Prospectus and Statement of Additional Information. The
current prospectus and statement of additional information for Buying Fund as of
the date on which it was issued does not contain, and as supplemented by any
supplement thereto dated prior to or on the Closing Date does not contain, any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.

SECTION 4.16. Intercompany Indebtedness; Consideration. There is no
intercompany indebtedness between Seller and Buyer that was issued or acquired,
or will be settled, at a discount. No consideration other than Buying Fund
Shares (and Buying Fund's assumption of the Liabilities) will be given in
exchange for the Assets of Selling Fund acquired by Buying Fund in connection
with the Reorganization. The fair market value of the Assets of Selling Fund
transferred to Buying Fund in the Reorganization will equal or exceed the sum of
the Liabilities assumed by Buying Fund.

ARTICLE 5

COVENANTS

SECTION 5.1. Conduct of Business.

(a) From the date of this Agreement up to and including the Closing
Date (or, if earlier, the date upon which this Agreement is terminated pursuant
to Article 7), Seller shall conduct the business of Selling Fund only in the
ordinary course and substantially in accordance with past practices, and shall
use its reasonable best efforts to preserve intact its business organization and
material assets and maintain the rights, franchises and business and customer
relations necessary to conduct the business operations of Selling Fund in the
ordinary course in all material respects.

(b) From the date of this Agreement up to and including the Closing
Date (or, if earlier, the date upon which this Agreement is terminated pursuant
to Article 7), Buyer shall conduct the business of Buying Fund only in the
ordinary course and substantially in accordance with past practices, and shall
use its reasonable best efforts to preserve intact its business organization and
material assets and maintain the rights, franchises and business and customer
relations necessary to conduct the business operations of Buying Fund in the
ordinary course in all material respects.

SECTION 5.2. Expenses. Invesco Aim shall bear the costs and expenses of
Buyer and Buying Fund incurred in connection with the transactions contemplated
by this Agreement and no costs or expenses of Seller or Selling Fund incurred in
connection with the transactions contemplated by this Agreement shall be charged
to or borne by Seller, Selling Fund, Buyer or Buying Fund.

SECTION 5.3. Further Assurances. Each of the parties hereto shall execute
such documents and other papers and perform such further acts as may be
reasonably required to carry out the provisions hereof and the transactions
contemplated hereby. Each such party shall, on or prior to the Closing Date, use
its reasonable best efforts to fulfill or obtain the fulfillment of the
conditions precedent to the consummation of the Reorganization, including the
execution and delivery of any documents, certificates, instruments or other
papers that are reasonably required for the consummation of the Reorganization.

SECTION 5.7. Statement of Earnings and Profits. As promptly as
practicable, but in any case within sixty days after the Closing Date, the
Seller shall furnish the Buyer, in such form as is resonably satisfactory of the
Buyer, a statement of the earnings and profits and of any capital loss
carryovers and other items of the Selling Fund for federal income tax purposes
that will be carried over by the Buying Fund as a result of Sections 381 through
384 of the Code. Such statement will be reviewed by Selling Fund Auditors and
certified by the Seller's Treasurer.

ARTICLE 6

CONDITIONS PRECEDENT TO THE REORGANIZATION

regarding Seller and Selling Fund with respect to the execution and delivery of
this Agreement and the transactions contemplated hereby.

(d) The dividend or dividends described in the last sentence of
Section 3.14(a) shall have been declared and paid.

(e) Buyer shall have received from Seller (1) the instructions,
information and documentation described in Section 2.6 of this Agreement, (2)
confirmations or other adequate evidence as to the tax basis and holding periods
of the Assets of Selling Fund transferred to Buying Fund in accordance with the
terms of this Agreement, (3) all FIN 48 work papers and supporting statements
pertaining to the Selling Fund and (4) the tax books and records of the Selling
Fund for purposes of preparing any tax returns required by law to be filed after
the Closing Date.

(f) Seller shall have delivered to Buyer, on behalf of Buying Fund,
Selling Fund's Statement of Assets and Liabilities, as of the Closing Date,
certified by the Treasurer of Seller.

(h) Buyer shall have received on the Closing Date an opinion of
Dechert LLP, counsel to Seller and Selling Fund, dated as of the Closing Date,
covering the following points:

(i) The Agreement has been duly authorized by Seller, on behalf
of the Selling Fund and, assuming due authorization, execution and delivery
of the Agreement by Buyer, Buying Fund, Invesco Aim and Stein Roe, is a
valid and binding obligation of Seller, on behalf of the Selling Fund
enforceable against it in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors' rights generally and to
general equity principles.

(c) The Assets of Selling Fund to be acquired by Buying Fund shall
constitute at least 90% of the fair market value of the net assets and at least
70% of the fair market value of the gross assets held by Selling Fund
immediately prior to the Reorganization. For purposes of this Section 6.2(c),
assets used by Selling Fund to pay the expenses it incurs in connection with
this Agreement and the Reorganization and to effect all shareholder redemptions
and distributions (other than regular, normal dividends and regular, normal
redemptions pursuant to the Investment Company Act, and not in excess of the
requirements of Section 852 of the Code, occurring in the ordinary course of
Selling Fund's business as a series of an open-end management investment
company) after the date of this Agreement shall be included as Assets of Selling
Fund held immediately prior to the Reorganization.

(e) The Registration Statement on Form N-14 filed by Buyer with
respect to Buying Fund Shares to be issued to Selling Fund Shareholders in
connection with the Reorganization shall have become effective under the
Securities Act and shall include an undertaking therein to file the opinion
referenced in Section 6.2(f) as a post-effective amendment to such Registration
Statement after the Closing Date, and no stop order suspending the effectiveness
thereof shall have been issued and, to the best knowledge of the parties hereto,
no investigation or proceeding for that purpose shall have been instituted or be
pending, threatened or contemplated under the Securities Act.

(g) Selling Fund and Buying Fund shall have agreed on the number of
full and fractional Buying Fund Shares of each class to be issued in connection
with the Reorganization after such number has been calculated in accordance with
Section 2.2.

(a) The representations and warranties of Buyer on behalf of Buying
Fund set forth in this Agreement shall be true and correct in all material
respects as of the date of this Agreement and as of the Closing Date with the
same effect as though all such representations and warranties had been made as
of the Closing Date.

(b) Buyer shall have complied with and satisfied in all material
respects all agreements and conditions relating to Buying Fund set forth herein
on its part to be performed or satisfied at or prior to the Closing Date.

(d) Seller shall have received on the Closing Date an opinion of
Stradley Ronon Stevens & Young, LLP, counsel to Buyer and the Buying Fund, dated
as of the Closing Date, covering the following points:

(i) The Buying Fund shares to be issued to the Selling Fund
Shareholders as provided by this Agreement are duly authorized, upon such
delivery will be validly issued and outstanding, and will be fully paid and
non-assessable by the Buyer; and

(ii) The Agreement has been duly authorized by Buyer, on behalf
of the Buying Fund and, assuming due authorization, execution and delivery
of the Agreement by Seller, Selling Fund, Invesco Aim and Stein Roe, is a
valid and binding obligation of Buyer, on behalf of the Buying Fund
enforceable against it in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium and
other laws relating to or affecting creditors' rights generally and to
general equity principles.

ARTICLE 7

TERMINATION OF AGREEMENT

SECTION 7.1. Termination. This Agreement may be terminated on or prior to
the Closing Date as follows:

(a) by mutual written consent of Seller and Buyer; or

(b) at the election of Seller or Buyer, to be effectuated by the
delivery by the terminating party to the other party of a written notice of such
termination:

(i) if the Closing Date shall not be on or before the Termination
Date, unless the failure to consummate the Reorganization is the result of a
willful and material breach of this Agreement by the party seeking to terminate
this Agreement;

(ii) if, upon a vote at the Shareholders Meeting or any final
adjournment thereof, the Required Shareholder Vote shall not have been obtained
as contemplated by Section 6.2(b); or

(iii) if any Governmental Authority shall have issued an order,
decree or ruling or taken any other action permanently enjoining, restraining or
otherwise prohibiting the Reorganization and such order, decree, ruling or other
action shall have become final and nonappealable.

ARTICLE 8

MISCELLANEOUS

SECTION 8.2. Governing Law. This Agreement shall be construed and
interpreted according to the laws of the State of Delaware applicable to
contracts made and to be performed wholly within such state.

SECTION 8.3. Binding Effect, Persons Benefiting, No Assignment. This
Agreement shall inure to the benefit of and be binding upon the parties hereto
and the respective successors and assigns of the parties and such Persons.
Nothing in this Agreement is intended or shall be construed to confer upon any
entity or Person other than the parties hereto and their respective successors
and permitted assigns any right, remedy or claim under or by reason of this
Agreement or any part hereof. Without the prior written consent of the parties
hereto, this Agreement may not be assigned by any of the parties hereto.

SECTION 8.4. Obligations of Buyer and Seller.

(a) Seller and Buyer hereby acknowledge and agree that Buying Fund is
a separate investment portfolio of Buyer, that Buyer is executing this Agreement
on behalf of Buying Fund, and that any amounts payable by Buyer under or in
connection with this Agreement shall be payable solely from the revenues and
assets of Buying Fund. Seller further acknowledges and agrees that this
Agreement has been executed by a duly authorized officer of Buyer in his or her
capacity as an officer of Buyer intending to bind Buyer as provided herein, and
that no officer, trustee or shareholder of Buyer shall be personally liable for
the liabilities or obligations of Buyer incurred hereunder. Finally, Seller
acknowledges and agrees that the

liabilities and obligations of Buying Fund pursuant to this Agreement shall be
enforceable against the assets of Buying Fund only and not against the assets of
Buyer generally or assets belonging to any other series of Buyer.

SECTION 8.7. Interpretation. When a reference is made in this Agreement to
a Section, Exhibit or Schedule, such reference shall be to a Section of, or an
Exhibit or a Schedule to, this Agreement unless otherwise indicated. The table
of contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation." Each representation and warranty contained in Article 3 or 4 that
relates to a general category of a subject matter shall be deemed superseded by
a specific representation and warranty relating to a subcategory thereof to the
extent of such specific representation or warranty.

SECTION 8.8. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original and each of which shall constitute one
and the same instrument.

agreement of the parties hereto with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, written or oral,
between the parties with respect to such subject matter.

(a) If to Seller:

Atlantic Whitehall Funds Trust
[Address]
Attn: [Name]

with a copy to:

Dechert LLP
200 Clarendon Street, 27th Floor
Boston, MA 02116-5201
Attn: John V. O'Hanlon

(b) If to Buyer:

AIM Equity Funds
11 Greenway Plaza, Suite 100
Houston, TX 77046-1173
Attn: John M. Zerr

with a copy to:

Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Attn: E. Carolan Berkley

SECTION 8.11. Representations by Investment Adviser.(a) In its capacity as
investment adviser to Seller, Stein Roe represents to Buyer that to the best of
its knowledge the representations and warranties of Seller and Selling Fund
contained in this Agreement are true and correct as of the date of this
Agreement. For purposes of this Section 8.11(a), the best knowledge standard
shall be deemed to mean that the officers of Stein Roe who have substantive
responsibility for the provision of investment advisory services to Seller do
not have actual knowledge to the contrary after due inquiry.

(b) In its capacity as investment adviser to Buyer, Invesco Aim
represents to Seller that to the best of its knowledge the representations and
warranties of Buyer and Buying Fund contained in this Agreement are true and
correct as of the date of this Agreement. For purposes of this Section 8.11(b),
the best knowledge standard shall be deemed to mean that the officers of Invesco
Aim who have substantive responsibility for the provision of investment advisory
services to Buyer do not have actual knowledge to the contrary after due
inquiry.

SECTION 8.12. Successors and Assigns; Assignment. This Agreement shall be
binding upon and inure to the benefit of Seller, on behalf of Selling Fund, and
Buyer, on behalf of Buying Fund, Invesco Aim and Stein Roe, and their respective
successors and permitted assigns. The parties hereto expressly acknowledge and
agree that this Agreement shall be binding upon and inure to the benefit of
Buyer, Seller, Invesco Aim and Stein Roe.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.

ATLANTIC WHITEHALL FUNDS TRUST,
acting on behalf of ATLANTIC WHITEHALL
GROWTH FUND

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

AIM EQUITY FUNDS, acting on behalf of
AIM LARGE CAP GROWTH FUND

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

INVESCO AIM ADVISORS, INC.

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

STEIN ROE INVESTMENT COUNSEL, INC.

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

EXHIBIT A

LIABILITIES OF SELLING FUND

[To be completed, if applicable]

SCHEDULE 2.1

CLASSES OF SHARES OF SELLING FUND AND CORRESPONDING CLASSES OF SHARES OF
BUYING FUND

Classes of Shares of Corresponding Classes of Shares of
Atlantic Whitehall Growth Fund (Selling Fund) AIM Large Cap Growth Fund (Buying Fund)
--------------------------------------------- ---------------------------------------

Distributor Class Shares Class A Shares (to be sold at NAV)
Institutional Class Shares Class Y Shares

SCHEDULE 4.5(A)

CLASSES OF SHARES OF BUYING FUND

Classes of Shares of Buying Fund

Class A
Class B
Class C
Class R
Class Y
Institutional Class
Investor Class

SCHEDULE 6.2(F)

TAX OPINIONS

(i) The transfer of the assets of Selling Fund to Buying Fund in exchange
solely for Buying Fund Shares distributed directly to Selling Fund Shareholders
and Buying Fund's assumption of the Liabilities, as provided in the Agreement,
will constitute a "reorganization" within the meaning of Section 368(a) of the
Code and Selling Fund and Buying Fund will be "a party to a reorganization"
within the meaning of Section 368(b) of the Code.

(ii) In accordance with Section 361(a) and Section 361(c)(1) of the Code,
no gain or loss will be recognized by Selling Fund on the transfer of its assets
to Buying Fund solely in exchange for Buying Fund Shares and Buying Fund's
assumption of the Liabilities or on the distribution of Buying Fund Shares to
Selling Fund Shareholders.

(iii) In accordance with Section 1032 of the Code, no gain or loss will be
recognized by Buying Fund upon the receipt of assets of Selling Fund in exchange
for Buying Fund Shares issued directly to Selling Fund Shareholders.

(iv) In accordance with Section 354(a)(1) of the Code, no gain or loss will
be recognized by Selling Fund Shareholders on the receipt of Buying Fund Shares
in exchange for Selling Fund Shares.

(v) In accordance with Section 362(b) of the Code, the basis to Buying Fund
of the assets of Selling Fund will be the same as the basis of such assets in
the hands of Selling Fund immediately prior to the Reorganization.

(vi) In accordance with Section 358(a) of the Code, a Selling Fund
Shareholder's basis for Buying Fund Shares received by the Selling Fund
Shareholder will be the same as his or her basis for Selling Fund Shares
exchanged therefor.

(vii) In accordance with Section 1223(1) of the Code, a Selling Fund
Shareholder's holding period for Buying Fund Shares will be determined by
including such Selling Fund Shareholder's holding period for Selling Fund Shares
exchanged therefor, provided that such Selling Fund Shareholder held such
Selling Fund Shares as a capital asset.

(viii) In accordance with Section 1223(2) of the Code, the holding period
with respect to the assets of Selling Fund transferred to Buying Fund in the
Reorganization will include the holding period for such assets in the hands of
Selling Fund.

(ix) In accordance with Section 381(a)(2) of the Code, Buying Fund will
succeed to and take into account, as of the date of the transfer as defined in
Section 1.38(b)-1(b) of the Treasury Regulations, the items of Selling Fund
described in Section 381(c) of the Code, subject to the conditions and
limitations specified in Sections 381,382,383 and 384 of the Code and
the Treasury Regulations thereunder.

APPENDIX II

NOTE 10--FINANCIAL HIGHLIGHTS

The following schedule presents financial highlights Class A and Class Y shares
of AIM Large Cap Growth Fund outstanding throughout the periods indicated.

<Table>
<Caption>
NET GAINS
(LOSSES)
NET ASSET NET ON SECURITIES
VALUE, INVESTMENT (BOTH TOTAL FROM NET ASSET NET ASSETS,
BEGINNING INCOME REALIZED AND INVESTMENT VALUE, END TOTAL END OF PERIOD
OF PERIOD (LOSS) UNREALIZED) OPERATIONS OF PERIOD RETURN(a) (000S OMITTED)
-------------------------------------------------------------------------------------------------------------------

CLASS A
Six months ended 04/30/09 $ 8.55 $ 0.01(c) $(0.44) $(0.43) $ 8.12 (5.03)% $ 595,417
Year ended 10/31/08 13.67 (0.01)(c) (5.11) (5.12) 8.55 (37.45) 633,595
Year ended 10/31/07 11.19 (0.04)(c) 2.52 2.48 13.67 22.16 1,064,817
Year ended 10/31/06 10.12 (0.01) 1.08 1.07 11.19 10.57 981,750
Year ended 10/31/05 9.16 (0.02)(e) 0.98 0.96 10.12 10.48 166,860
Year ended 10/31/04 8.88 (0.08)(c) 0.36 0.28 9.16 3.15 177,498
-------------------------------------------------------------------------------------------------------------------
CLASS Y
Six months ended 04/30/09 8.55 0.02(c) (0.44) (0.42) 8.13 (4.91) 5,729
Year ended 10/31/08(f) 9.46 0.00(c) (0.91) (0.91) 8.55 (9.62) 5,406
___________________________________________________________________________________________________________________
===================================================================================================================

<Caption>
RATIO OF RATIO OF
EXPENSES EXPENSES
TO AVERAGE TO AVERAGE NET RATIO OF NET
NET ASSETS ASSETS WITHOUT INVESTMENT
WITH FEE WAIVERS FEE WAIVERS INCOME (LOSS)
AND/OR EXPENSES AND/OR EXPENSES TO AVERAGE PORTFOLIO
ABSORBED ABSORBED NET ASSETS TURNOVER(b)
----------------------------------------------------------------------------------------

CLASS A
Six months ended 04/30/09 1.32%(d) 1.62%(d) 0.29%(d) 23%
Year ended 10/31/08 1.33 1.36 (0.09) 41
Year ended 10/31/07 1.33 1.34 (0.30) 55
Year ended 10/31/06 1.32 1.42 (0.17) 70
Year ended 10/31/05 1.47 1.56 (0.20)(e) 103
Year ended 10/31/04 1.54 1.55 (0.92) 111
----------------------------------------------------------------------------------------
CLASS Y
Six months ended 04/30/09 1.07(d) 1.37(d) 0.54(d) 23
Year ended 10/31/08(f) 1.08(g) 1.27(g) 0.16(g) 41
________________________________________________________________________________________
========================================================================================

</Table>

APPENDIX III

AIM LARGE CAP GROWTH FUND

------------------
PROSPECTUS
------------------
February 27, 2009

AIM Large Cap Growth Fund's investment objective is long-term growth of capital.

--------------------------------------------------------------------------------

This prospectus contains important information about the Class A, B, C, R, Y and
Investor Class shares of the fund. Please read it before investing and keep it
for future reference.

Investor Class shares offered by this prospectus are offered only to
grandfathered investors. Please see the section of the prospectus entitled
"General Information--Share Class Eligibility--Investor Class Shares."

An investment in the fund:
- is not FDIC insured;
- may lose value; and
- is not guaranteed by a bank.

-------------------------
AIM LARGE CAP GROWTH FUND
-------------------------

TABLE OF CONTENTS
--------------------------------------------------------------------------------

<Table>

INVESTMENT OBJECTIVE AND STRATEGIES 1
- - - - - - - - - - - - - - - - - - - - - - - - -
PRINCIPAL RISKS OF INVESTING IN THE FUND 1
- - - - - - - - - - - - - - - - - - - - - - - - -
PERFORMANCE INFORMATION 2
- - - - - - - - - - - - - - - - - - - - - - - - -
Annual Total Returns 2
Performance Table 2
FEE TABLE AND EXPENSE EXAMPLE 3
- - - - - - - - - - - - - - - - - - - - - - - - -
Fee Table 3
Expense Example 4
HYPOTHETICAL INVESTMENT AND EXPENSE
INFORMATION 4
- - - - - - - - - - - - - - - - - - - - - - - - -
DISCLOSURE OF PORTFOLIO HOLDINGS 6
- - - - - - - - - - - - - - - - - - - - - - - - -
FUND MANAGEMENT 6
- - - - - - - - - - - - - - - - - - - - - - - - -
The Advisors 6
Advisor Compensation 7
Portfolio Managers 7
OTHER INFORMATION 7
- - - - - - - - - - - - - - - - - - - - - - - - -
Sales Charges 7
Dividends and Distributions 7
FINANCIAL HIGHLIGHTS 8
- - - - - - - - - - - - - - - - - - - - - - - - -
GENERAL INFORMATION A-1
- - - - - - - - - - - - - - - - - - - - - - - - -
Choosing a Share Class A-1
Share Class Eligibility A-2
Distribution and Service (12b-1) Fees A-2
Initial Sales Charges (Class A Shares
Only) A-3
Contingent Deferred Sales Charges (CDSCs) A-4
Redemption Fees A-6
Purchasing Shares A-6
Redeeming Shares A-8
Exchanging Shares A-9
Rights Reserved by the Funds A-11
Pricing of Shares A-11
Taxes A-13
Payments to Financial Advisors A-13
Excessive Short Term-Trading Activity
(Market Timing) Disclosures A-14
OBTAINING ADDITIONAL INFORMATION Back Cover
- - - - - - - - - - - - - - - - - - - - - - - - -

</Table>

-------------------------
AIM LARGE CAP GROWTH FUND
-------------------------

INVESTMENT OBJECTIVE AND STRATEGIES
--------------------------------------------------------------------------------

The fund's investment objective is long-term growth of capital. The investment
objective of the fund may be changed by the Board of Trustees without
shareholder approval.

The fund seeks to meet its objective by investing, normally, at least 80% of
its assets in securities of large-capitalization companies. In complying with
this 80% investment requirement, the fund will invest primarily in marketable
equity securities, including convertible securities, but its investments may
include other securities, such as synthetic instruments. Synthetic instruments
are investments that have economic characteristics similar to the fund's direct
investments, and may include warrants, futures, options, exchange-traded funds
and American Depositary Receipts. The fund considers a company to be a large-
capitalization company if it has a market capitalization, at the time of
purchase, no smaller than the smallest capitalized company included in the
Russell 1000--Registered Trademark-- Index during the most recent 11-month
period (based on month-end data) plus the most recent data during the current
month. The Russell 1000--Registered Trademark-- Index is a widely recognized,
unmanaged index of common stocks that measures the performance of the 1,000
largest companies in the Russell 3000--Registered Trademark-- Index, which
measures the performance of the 3,000 largest U.S. companies based on total
market capitalization. The fund may also invest up to 25% of its total assets in
foreign securities. The fund's investments in the types of securities described
in this prospectus vary from time to time, and at any time, the fund may not be
invested in all types of securities described in this prospectus. Any percentage
limitations with respect to assets of the fund are applied at the time of
purchase.

The fund's portfolio managers may focus on securities of companies with
market capitalizations that are within the top 50% of stocks in the Russell
1000--Registered Trademark-- Index at the time of purchase. The portfolio
managers purchase securities of a limited number of large-cap companies that
they believe have the potential for above-average growth in revenues and
earnings. The portfolio managers consider whether to sell a particular security
when they believe the security no longer has that potential.

PRINCIPAL RISKS OF INVESTING IN THE FUND
--------------------------------------------------------------------------------

There is a risk that you could lose all or a portion of your investment in the
fund. The value of your investment in the fund will go up and down with the
prices of the securities in which the fund invests. The prices of equity
securities change in response to many factors including the historical and
prospective earnings of the issuer, the value of its assets, general economic
conditions, interest rates, investor perceptions and market liquidity.

The dollar value of the fund's foreign investments will be affected by
changes in the exchange rates between the dollar and the currencies in which
those investments are traded. The value of the fund's foreign investments may be
adversely affected by political and social instability in their home countries,
by changes in economic or taxation policies in those countries, or by the
difficulty in enforcing obligations in those countries. Foreign companies
generally may be subject to less stringent regulations than U.S. companies,
including financial reporting requirements and auditing and accounting controls.
As a result, there generally is less publicly available information about
foreign companies than about U.S. companies. Trading in many foreign securities
may be less liquid and more volatile than U.S. securities due to the size of the
market or other factors.

Because a large percentage of the fund's assets may be invested in a limited
number of securities, a change in the value of these securities could
significantly affect the value of your investment in the fund.

An investment in the fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

-------------------------
AIM LARGE CAP GROWTH FUND
-------------------------

PERFORMANCE INFORMATION
--------------------------------------------------------------------------------

The bar chart and table shown below provide an indication of the risks of
investing in the fund. The fund's past performance (before and after taxes) is
not necessarily an indication of its future performance.

ANNUAL TOTAL RETURNS(1)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

The following bar chart shows changes in the performance of the fund's Class A
shares from year to year. The bar chart does not reflect sales loads. If it did,
the annual total returns shown would be lower.

<Table>
<Caption>
ANNUAL
TOTAL
YEARS ENDED DECEMBER 31 RETURNS
----------------------- -------

2000................................................................................ 8.52%
2001................................................................................ -36.13%
2002................................................................................ -26.46%
2003................................................................................ 29.32%
2004................................................................................ 8.87%
2005................................................................................ 6.94%
2006................................................................................ 8.09%
2007................................................................................ 15.49%
2008................................................................................ -38.06%
</Table>

(1) The fund's return during certain periods was positively impacted by its
investments in initial public offerings (IPOs). There can be no assurance
that the fund will have favorable IPO investment opportunities in the
future. For additional information regarding the fund's performance, please
see the "Financial Highlights" section of this prospectus.

During the periods shown in the bar chart, the highest quarterly return was
26.64% (quarter ended March 31, 2000) and the lowest quarterly return was
-34.26% (quarter ended March 31, 2001).

PERFORMANCE TABLE
The following performance table compares the fund's performance to that of a
broad-based securities market benchmark, a style specific benchmark and peer
group benchmark. The fund's performance reflects payment of sales loads, if
applicable. The benchmarks may not reflect payment of fees, expenses or taxes.
The fund is not managed to track the performance of any particular benchmark,
including the benchmarks shown below, and consequently, the performance of the
fund may deviate significantly from the performance of the benchmarks shown
below.

<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS(1)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
SINCE INCEPTION
(for the periods ended December 31, 2008) 1 YEAR 5 YEARS INCEPTION DATE
---------------------------------------------------------------------------------------------------------------

Class A 03/01/99
Return Before Taxes (41.45)% (3.18)% (2.47)%
Return After Taxes on Distributions (41.45) (3.18) (2.47)
Return After Taxes on Distributions and Sale of Fund Shares (26.94) (2.67) (2.06)
Class B 04/05/99
Return Before Taxes (41.54) (3.19) (3.52)
Class C 04/05/99
Return Before Taxes (39.13) (2.80) (3.64)
Class R(2) 03/01/99(2)
Return Before Taxes (38.19) (2.32) (2.09)
Class Y(3) 03/01/99(3)
Return Before Taxes (38.06) (2.08) (1.90)
Investor Class(4) 03/01/99(4)
Return Before Taxes (37.98) (1.96) (1.83)
---------------------------------------------------------------------------------------------------------------
S&P 500--Registered Trademark-- Index(5) (36.99) (2.19) (1.50)(8) 02/28/99(8)
Russell 1000--Registered Trademark-- Growth Index(5,6) (38.44) (3.42) (4.44)(8) 02/28/99(8)
Lipper Large-Cap Growth Funds Index(5,7) (41.39) (3.99) (5.05)(8) 02/28/99(8)
---------------------------------------------------------------------------------------------------------------

</Table>

-------------------------
AIM LARGE CAP GROWTH FUND
-------------------------

(1) The fund's return during certain periods was positively impacted by its
investments in IPOs. There can be no assurance that the fund will have
favorable IPO investment opportunities in the future. For additional
information regarding the fund's performance, please see the "Financial
Highlights" section of this prospectus.
(2) The returns shown for the one year and five year periods are the historical
performance of the fund's Class R shares. The return shown since inception
is the blended returns of the historical performance of the fund's Class R
shares since their inception and the restated historical performance of the
fund's Class A shares (for periods prior to inception of the Class R shares)
at net asset value, adjusted to reflect the higher Rule 12b-1 fees
applicable to Class R shares. The inception date shown in the table is that
of the fund's Class A shares. The inception date of the fund's Class R
shares is June 3, 2002.
(3) The returns shown for these periods are the returns of the actual
performance of the fund's Class Y shares since inception blended with the
historical performance of the fund's Class A shares at net asset value which
reflects the Rule 12b-1 fee as well as any fee waivers of expense
reimbursements applicable to Class A shares. The inception date shown in the
table is that of the fund's Class A shares. The inception date of the fund's
Class Y shares is October 3, 2008.
(4) The returns shown for the one and five year periods are the historical
performance of the fund's Investor Class shares. The return shown since
inception is the blended return of the historical performance of the fund's
Investor Class shares since their inception and the restated historical
performance of the fund's Class A shares (for the periods prior to the
inception of the Investor Class shares) at the net asset value, which
restated performance will reflect the higher Rule 12b-1 fees applicable to
Class A shares. The inception date shown in the table is that of the fund's
Class A shares. The inception date of the fund's Investor Class shares is
September 30, 2003.
(5) The Standard & Poor's 500 Index is a market capitalization-weighted index
covering all major areas of the U.S. economy. It is not the 500 largest
companies, but rather the most widely held 500 companies chosen with respect
to market size, liquidity, and their industry. The fund has included the
Russell 1000--Registered Trademark-- Growth Index, which the fund believes
more closely reflects the performance of the types of securities in which
the fund invests. In addition, the Lipper Large-Cap Growth Funds Index
(which may or may not include the fund) is included for comparison to a peer
group.
(6) The Russell 1000--Registered Trademark-- Growth Index measures the
performance of those Russell 1000 companies with higher price-to-book ratios
and higher forecasted growth values. The Russell 1000--Registered
Trademark-- Growth Index is trademark/service mark of the Frank Russell
Company. Russell--Registered Trademark-- is a trademark of the Frank Russell
Company.
(7) The Lipper Large-Cap Growth Funds Index is an equally weighted
representation of the largest funds in the Lipper Large-Cap Growth Funds
category. These funds typically have an above-average price-to-earnings
ratio, price-to-book ratio, and three-year sales-per-share growth value,
compared to the S&P 500--Registered Trademark-- Index.
(8) The average annual total return given is since the month-end closest to the
inception date of the class with the longest performance history.

FEE TABLE AND EXPENSE EXAMPLE
--------------------------------------------------------------------------------

FEE TABLE
This table describes the fees and expenses that you may pay if you buy and hold
shares of the fund.

<Table>
<Caption>
SHAREHOLDER FEES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
INVESTOR
(fees paid directly from your investment) CLASS A CLASS B CLASS C CLASS R CLASS Y CLASS
----------------------------------------------------------------------------------------------------------------------

Maximum Sales Charge (Load) Imposed on
Purchases
(as a percentage of offering price) 5.50% None None None None None

Maximum Deferred Sales Charge (Load)
(as a percentage of original purchase price
or redemption proceeds, whichever is less) None(1) 5.00% 1.00% None(1) None None
----------------------------------------------------------------------------------------------------------------------

</Table>

<Table>
<Caption>
ANNUAL FUND OPERATING EXPENSES(2)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(expenses that are deducted from fund INVESTOR
assets) CLASS A CLASS B CLASS C CLASS R CLASS Y(3) CLASS
------------------------------------------------------------------------------------------------------------------------

Management Fees 0.64% 0.64% 0.64% 0.64% 0.64% 0.64%

Distribution and/or Service (12b-1) Fees 0.25 1.00 1.00 0.50 None 0.20

Other Expenses 0.47 0.47 0.47 0.47 0.47 0.47

Acquired Fund Fees and Expenses 0.00 0.00 0.00 0.00 0.00 0.00

Total Annual Fund Operating Expenses 1.36 2.11 2.11 1.61 1.11 1.31

Fee Waiver(4) 0.03 0.03 0.03 0.03 0.03 0.03

Net Annual Fund Operating Expenses 1.33 2.08 2.08 1.58 1.08 1.28
------------------------------------------------------------------------------------------------------------------------

</Table>

(1) A contingent deferred sales charge may apply in some cases. See "General
Information--Contingent Deferred Sales Charges (CDSCs)."
(2) There is no guarantee that actual expenses will be the same as those shown
in the table.
(3) Total Annual Fund Operating Expenses for Class Y shares are based on
estimated amounts for the current fiscal year.
(4) The fund's advisor has contractually agreed to waive advisory fees and/or
reimburse expenses to the extent necessary to limit Total Annual Fund
Operating Expenses (excluding certain items discussed below) of Class A,
Class B, Class C, Class R, Class Y and Investor Class shares to 1.32%, 2.07%
2.07%, 1.57%, 1.07% and 1.32% of average daily net assets, respectively. In
determining the advisor's obligation to waive advisory fees and/or reimburse
expenses, the following expenses are not taken into account, and could cause
the Net Annual Fund Operating Expenses to exceed the numbers reflected
above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv)
extraordinary items; (v) expenses related to a merger or reorganization, as
approved by the fund's Board of Trustees; and (vi) expenses that the fund
has incurred but did not actually pay because of an expense offset
arrangement. Currently, the expense offset arrangements from which the fund
may benefit are in the form of credits that the fund receives from banks
where the fund or its transfer agent has deposit accounts in which it holds
uninvested cash. These credits are used to pay certain expenses incurred by
the fund. This expense limitation agreement is in effect through at least
June 30, 2009.

If a financial institution is managing your account, you may also be charged
a transaction or other fee by such financial institution.

As a result of 12b-1 fees, long-term shareholders in the fund may pay more
than the maximum permitted initial sales charge.

-------------------------
AIM LARGE CAP GROWTH FUND
-------------------------

EXPENSE EXAMPLE
This example is intended to help you compare the costs of investing in different
classes of the fund with the cost of investing in other mutual funds.

The example assumes that you:
(i) invest $10,000 in the fund for the time periods indicated;
(ii) redeem all of your shares at the end of the periods indicated;
(iii) earn a 5% return on your investment before operating expenses each year;
(iv) incur the same amount in operating expenses each year (after giving
effect to any applicable contractual fee waivers and/or expense
reimbursements); and
(v) incur applicable initial sales charges (see "General
Information--Choosing a Share Class" section of this prospectus for
applicability of initial sales charge).

To the extent fees are waived and/or expenses are reimbursed voluntarily,
your expenses will be lower. Although your actual returns and costs may be
higher or lower, based on these assumptions your cost would be:

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------------------------------------------------------------------------------

Class A $678 $954 $1,251 $2,093
Class B 711 958 1,331 2,248(1)
Class C 311 658 1,131 2,439
Class R 161 505 873 1,909
Class Y 110 350 609 1,349
Investor Class 130 412 715 1,576
----------------------------------------------------------------------------------

</Table>

You would pay the following expenses if you did not redeem your shares:

<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------------------------------------------------------------------------------

Class A $678 $954 $1,251 $2,093
Class B 211 658 1,131 2,248(1)
Class C 211 658 1,313 2,439
Class R 161 505 873 1,909
Class Y 110 350 609 1,349
Investor Class 130 412 715 1,576
----------------------------------------------------------------------------------

</Table>

(1) Assumes conversion of Class B shares to Class A shares, which occurs on or
about the end of the month which is at least 8 years after the date on which
shares were purchased, lowering your annual fund operating expenses from
that time on.

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION
--------------------------------------------------------------------------------

The settlement agreement between Invesco Aim Advisors, Inc. and certain of its
affiliates and the New York Attorney General requires Invesco Aim Advisors, Inc.
and certain of its affiliates to provide certain hypothetical information
regarding investment and expense information. The chart below is intended to
reflect the annual and cumulative impact of the fund's expenses, including
investment advisory fees and other fund costs, on the fund's return over a 10-
year period. The example reflects the following:
- You invest $10,000 in the fund and hold it for the entire 10-year period;
- Your investment has a 5% return before expenses each year;
- The fund's current annual expense ratio includes any applicable contractual
fee waiver or expense reimbursement for the period committed;
- Hypotheticals both with and without any applicable initial sales charge
applied (see "General Information--Choosing a Share Class" section of this
prospectus for applicability of initial sales charge); and
- There is no sales charge on reinvested dividends.

-------------------------
AIM LARGE CAP GROWTH FUND
-------------------------

There is no assurance that the annual expense ratio will be the expense
ratio for the fund classes for any of the years shown. To the extent that
Invesco Aim Advisors, Inc. and certain of its affiliates make any fee waivers
and/or expense reimbursements pursuant to a voluntary arrangement, your actual
expenses may be less. This is only a hypothetical presentation made to
illustrate what expenses and returns would be under the above scenarios; your
actual returns and expenses are likely to differ (higher or lower) from those
shown below.

<Table>
<Caption>
CLASS A INCLUDES MAXIMUM
FRONT END SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
-----------------------------------------------------------------------------------------------------

Annual Expense Ratio(1) 1.33% 1.36% 1.36% 1.36% 1.36%
Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63%
Cumulative Return After Expenses (2.03%) 1.53% 5.23% 9.06% 13.03%
End of Year Balance $9,796.82 $10,153.42 $10,523.00 $10,906.04 $11,303.02
Estimated Annual Expenses $ 677.99 $ 135.66 $ 140.60 $ 145.72 $ 151.02
-----------------------------------------------------------------------------------------------------

<Caption>
CLASS A INCLUDES MAXIMUM
FRONT END SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10
---------------------------------------------------------------------------------------------------------

Annual Expense Ratio(1) 1.36% 1.36% 1.36% 1.36% 1.36%
Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89%
Cumulative Return After Expenses 17.14% 21.41% 25.83% 30.41% 35.15%
End of Year Balance $11,714.45 $12,140.86 $12,582.78 $13,040.80 $13,515.48
Estimated Annual Expenses $ 156.52 $ 162.22 $ 168.12 $ 174.24 $ 180.58
---------------------------------------------------------------------------------------------------------

</Table>

<Table>
<Caption>
CLASS A WITHOUT FRONT END
SALES CHARGE YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------------------------------------------------------------------------------------------------------

Annual Expense Ratio(1) 1.33% 1.36% 1.36% 1.36% 1.36%
Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63%
Cumulative Return After Expenses 3.67% 7.44% 11.35% 15.41% 19.61%
End of Year Balance $10,367.00 $10,744.36 $11,135.45 $11,540.78 $11,960.87
Estimated Annual Expenses $ 135.44 $ 143.56 $ 148.78 $ 154.20 $ 159.81
------------------------------------------------------------------------------------------------------

<Caption>
CLASS A WITHOUT FRONT END
SALES CHARGE YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10
---------------------------------------------------------------------------------------------------------

Annual Expense Ratio(1) 1.36% 1.36% 1.36% 1.36% 1.36%
Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89%
Cumulative Return After Expenses 23.96% 28.47% 33.15% 38.00% 43.02%
End of Year Balance $12,396.24 $12,847.47 $13,315.12 $13,799.79 $14,302.10
Estimated Annual Expenses $ 165.63 $ 171.66 $ 177.91 $ 184.38 $ 191.09
---------------------------------------------------------------------------------------------------------

</Table>

<Table>
<Caption>
CLASS B(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------------------------------------------------------------------------------------------------------

Annual Expense Ratio(1) 2.08% 2.11% 2.11% 2.11% 2.11%
Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63%
Cumulative Return After Expenses 2.92% 5.89% 8.95% 12.10% 15.34%
End of Year Balance $10,292.00 $10,589.44 $10,895.47 $11,210.35 $11,534.33
Estimated Annual Expenses $ 211.04 $ 220.30 $ 226.67 $ 233.22 $ 239.96
------------------------------------------------------------------------------------------------------

<Caption>
CLASS B(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10
---------------------------------------------------------------------------------------------------------

Annual Expense Ratio(1) 2.11% 2.11% 2.11% 1.36% 1.36%
Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89%
Cumulative Return After Expenses 18.68% 22.11% 25.64% 30.21% 34.95%
End of Year Balance $11,867.67 $12,210.65 $12,563.54 $13,020.85 $13,494.81
Estimated Annual Expenses $ 246.89 $ 254.03 $ 261.37 $ 173.97 $ 180.31
---------------------------------------------------------------------------------------------------------

</Table>

<Table>
<Caption>
CLASS C(2) YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------------------------------------------------------------------------------------------------------

<Caption>
CLASS C(2) YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10
---------------------------------------------------------------------------------------------------------

Annual Expense Ratio(1) 2.11% 2.11% 2.11% 2.11% 2.11%
Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89%
Cumulative Return After Expenses 18.68% 22.11% 25.64% 29.27% 33.00%
End of Year Balance $11,867.67 $12,210.65 $12,563.54 $12,926.62 $13,300.20
Estimated Annual Expenses $ 246.89 $ 254.03 $ 261.37 $ 268.92 $ 276.69
---------------------------------------------------------------------------------------------------------

</Table>

<Table>
<Caption>
CLASS R YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------------------------------------------------------------------------------------------------------

Annual Expense Ratio(1) 1.58% 1.61% 1.61% 1.61% 1.61%
Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63%
Cumulative Return After Expenses 3.42% 6.93% 10.55% 14.30% 18.17%
End of Year Balance $10,342.00 $10,692.59 $11,055.07 $11,429.84 $11,817.31
Estimated Annual Expenses $ 160.70 $ 169.33 $ 175.07 $ 181.00 $ 187.14
------------------------------------------------------------------------------------------------------

<Caption>
CLASS R YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10
---------------------------------------------------------------------------------------------------------

Annual Expense Ratio(1) 1.61% 1.61% 1.61% 1.61% 1.61%
Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89%
Cumulative Return After Expenses 22.18% 26.32% 30.60% 35.03% 39.61%
End of Year Balance $12,217.92 $12,632.11 $13,060.33 $13,503.08 $13,960.83
Estimated Annual Expenses $ 193.48 $ 200.04 $ 206.82 $ 213.84 $ 221.08
---------------------------------------------------------------------------------------------------------

</Table>

<Table>
<Caption>
CLASS Y YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------------------------------------------------------------------------------------------------------

Annual Expense Ratio(1) 1.08% 1.11% 1.11% 1.11% 1.11%
Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63%
Cumulative Return After Expenses 3.92% 7.96% 12.16% 16.53% 21.06%
End of Year Balance $10,392.00 $10,796.25 $11,216.22 $11,652.53 $12,105.82
Estimated Annual Expenses $ 110.12 $ 117.59 $ 122.17 $ 126.92 $ 131.86
------------------------------------------------------------------------------------------------------

<Caption>
CLASS Y YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10
---------------------------------------------------------------------------------------------------------

Annual Expense Ratio(1) 1.11% 1.11% 1.11% 1.11% 1.11%
Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89%
Cumulative Return After Expenses 25.77% 30.66% 35.74% 41.02% 46.51%
End of Year Balance $12,576.73 $13,065.97 $13,574.23 $14,102.27 $14,650.85
Estimated Annual Expenses $ 136.99 $ 142.32 $ 147.85 $ 153.60 $ 159.58
---------------------------------------------------------------------------------------------------------

</Table>

<Table>
<Caption>
INVESTOR CLASS YEAR 1 YEAR 2 YEAR 3 YEAR 4 YEAR 5
------------------------------------------------------------------------------------------------------

Annual Expense Ratio(1) 1.28% 1.31% 1.31% 1.31% 1.31%
Cumulative Return Before Expenses 5.00% 10.25% 15.76% 21.55% 27.63%
Cumulative Return After Expenses 3.72% 7.55% 11.52% 15.63% 19.90%
End of Year Balance $10,372.00 $10,754.73 $11,151.58 $11,563.07 $11,989.75
Estimated Annual Expenses $ 130.38 $ 138.38 $ 143.49 $ 148.78 $ 154.27
------------------------------------------------------------------------------------------------------

<Caption>
INVESTOR CLASS YEAR 6 YEAR 7 YEAR 8 YEAR 9 YEAR 10
---------------------------------------------------------------------------------------------------------

Annual Expense Ratio(1) 1.31% 1.31% 1.31% 1.31% 1.31%
Cumulative Return Before Expenses 34.01% 40.71% 47.75% 55.13% 62.89%
Cumulative Return After Expenses 24.32% 28.91% 33.67% 38.60% 43.71%
End of Year Balance $12,432.17 $12,890.92 $13,366.59 $13,859.82 $14,371.24
Estimated Annual Expenses $ 159.96 $ 165.87 $ 171.99 $ 178.33 $ 184.91
---------------------------------------------------------------------------------------------------------

</Table>

(1) Your actual expenses may be higher or lower than those shown.
(2) The hypothetical assumes you hold your investment for a full 10 years.
Therefore, any applicable deferred sales charge that might apply in years
one through six for Class B and year one for Class C has not been deducted.

-------------------------
AIM LARGE CAP GROWTH FUND
-------------------------

DISCLOSURE OF PORTFOLIO HOLDINGS
--------------------------------------------------------------------------------

The fund's portfolio holdings are disclosed on a regular basis in its semi-
annual and annual reports to shareholders, and on Form N-Q, which is filed with
the Securities and Exchange Commission (SEC) within 60 days of the fund's first
and third fiscal quarter-ends. In addition, portfolio holdings information for
the fund is available at http://www.invescoaim.com. To reach this information,
access the fund's overview page on the website. Links to the following fund
information are located in the upper right side of this website page:

<Table>
<Caption>
----------------------------------------------------------------------------------------------------------
APPROXIMATE DATE OF INFORMATION REMAINS
INFORMATION WEBSITE POSTING POSTED ON WEBSITE
----------------------------------------------------------------------------------------------------------

Top ten holdings as of month-end 15 days after month-end Until posting of the following
month's top ten holdings
----------------------------------------------------------------------------------------------------------
Complete portfolio holdings as of 30 days after calendar quarter- For one year
calendar quarter-end end
----------------------------------------------------------------------------------------------------------
</Table>

FUND MANAGEMENT
--------------------------------------------------------------------------------

THE ADVISORS
Invesco Aim Advisors, Inc. (the advisor or Invesco Aim) serves as the fund's
investment advisor and manages the investment operations of the fund and has
agreed to perform or arrange for the performance of the fund's day-to-day
management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston,
Texas 77046-1173. The advisor has acted as an investment advisor since its
organization in 1976. Today, the advisor, together with its subsidiaries,
advises or manages over 225 investment portfolios, including the fund,
encompassing a broad range of investment objectives.

The following affiliates of the advisor (collectively, the affiliated sub-
advisors) serve as sub-advisors to the fund and may be appointed by the advisor
from time to time to provide discretionary investment management services,
investment advice, and/or order execution services to the fund:

Invesco Asset Management Deutschland GmbH (Invesco Deutschland), located at
Bleichstrasse 60-62, Frankfurt, Germany 60313, which has acted as an investment
advisor since 1998.

Invesco Asset Management Limited (Invesco Asset Management), located at 30
Finsbury Square, London, EC2A 1AG, United Kingdom, which has acted as an
investment advisor since 2001.

Invesco Asset Management (Japan) Limited (Invesco Japan), located at 25th
Floor, Shiroyama Trust Tower, 3-1, Toranomon 4-chome, Minato-ku, Tokyo 105-6025,
Japan, which has acted as an investment advisor since 1996.

Invesco Australia Limited (Invesco Australia), located at 333 Collins
Street, Level 26, Melbourne Vic 3000, Australia, which has acted as an
investment advisor since 1983.

Invesco Global Asset Management (N.A.), Inc. (Invesco Global), located at
1555 Peachtree Street, N.E., Atlanta, Georgia 30309, which has acted as an
investment advisor since 1997.

Invesco Hong Kong Limited (Invesco Hong Kong), located at 32nd Floor, Three
Pacific Place, 1 Queen's Road East, Hong Kong, which has acted as an investment
advisor since 1994.

Invesco Institutional (N.A.), Inc. (Invesco Institutional), located at 1555
Peachtree Street, N.E., Atlanta, Georgia 30309, which has acted as an investment
advisor since 1988.

Invesco Senior Secured Management, Inc. (Invesco Senior Secured), located at
1166 Avenue of the Americas, New York, New York 10036, which has acted as an
investment advisor since 1992.

Invesco Trimark Ltd. (Invesco Trimark), located at 5140 Yonge Street, Suite
900, Toronto, Ontario, Canada M2N 6X7, which has acted as an investment advisor
since 1981.

It is anticipated that the businesses of Invesco Aim and Invesco Global will
be combined into Invesco Institutional, which will be renamed Invesco Advisers,
Inc., on or about August 1, 2009. The combined entity will serve as the fund's
investment adviser following the combination and will provide substantially the
same services as are currently provided by the three entities. Further
information about this combination will be posted on http://www.invescoaim.com
on or about the closing date of the transaction and will also be available in
the fund's Statement of Additional Information.

Civil lawsuits, including a regulatory proceeding and purported class action
and shareholder derivative suits, have been filed against certain of the Invesco
Aim funds, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to
certain AIM funds), Invesco Aim, Invesco AIM Distributors, Inc. (Invesco Aim
Distributors) (the distributor of the AIM funds) and/or related entities and
individuals, depending on the lawsuit, alleging among other things: (i) that the
defendants permitted improper market timing and related activity in the funds;
and (ii) that certain funds inadequately employed fair value pricing.

-------------------------
AIM LARGE CAP GROWTH FUND
-------------------------

above matters, including the parties to the civil lawsuits and summaries of the
various allegations and remedies sought in such lawsuits, in the fund's
Statement of Additional Information.

ADVISOR COMPENSATION
During the fiscal year ended October 31, 2008, the advisor received compensation
of 0.61% of average daily net assets, after fee waivers and/or expense
reimbursements.

Invesco Aim, not the fund, pays sub-advisory fees, if any.

A discussion regarding the basis for the Board of Trustees' approval of the
investment advisory agreement and investment sub-advisory agreements of the fund
is available in the fund's most recent report to shareholders for the twelve-
month period ended October 31.

PORTFOLIO MANAGERS
The following individuals are jointly and primarily responsible for the day-to-
day management of the fund's portfolio:

- Geoffrey Keeling, Senior Portfolio Manager, who has been responsible for the
fund since 1999 and has been associated with Invesco Aim and/or its affiliates
since 1995.

- Robert Shoss, Senior Portfolio Manager, who has been responsible for the fund
since 1999 and has been associated with Invesco Aim and/or its affiliates
since 1995.

More information on the portfolio managers may be found on the Advisor's
website http://www.invescoaim.com. The website is not part of this prospectus.

The fund's Statement of Additional Information provides additional
information about the portfolio managers' investments in the fund, a description
of their compensation structure, and information regarding other accounts they
manage.

OTHER INFORMATION
--------------------------------------------------------------------------------

SALES CHARGES
Purchases of Class A shares of AIM Large Cap Growth Fund are subject to the
maximum 5.50% initial sales charge as listed under the heading "CATEGORY I
Initial Sales Charges" in the "General Information--Initial Sales Charges (Class
A Shares Only)" section of this prospectus. Certain purchases of Class A shares
at net asset value may be subject to a contingent deferred sales charge.
Purchases of Class B and Class C shares are subject to a contingent deferred
sales charge. Certain purchases of Class R shares may be subject to a contingent
deferred sales charge. For more information on contingent deferred sales
charges, see "General Information--Contingent Deferred Sales Charges (CDSCs)"
section of this prospectus.

DIVIDENDS AND DISTRIBUTIONS
The fund expects that its distributions, if any, will consist primarily of
capital gains.

DIVIDENDS

The fund generally declares and pays dividends from net investment income, if
any, annually.

CAPITAL GAINS DISTRIBUTIONS

The fund generally distributes long-term and short-term capital gains, if any,
annually, but may declare and pay capital gains distributions more than once per
year as permitted by law. Capital gains distributions may vary considerably from
year to year as a result of the fund's normal investment activities and cash
flows.

-------------------------
AIM LARGE CAP GROWTH FUND
-------------------------

FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------

The financial highlights table is intended to help you understand the fund's
financial performance. Certain information reflects financial results for a
single fund share.

The total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in the fund (assuming reinvestment of all
dividends and distributions).

The information for the fiscal years ended 2008, 2007, 2006 and 2005 has
been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's
financial statements, is included in the fund's annual report, which is
available upon request. Information prior to fiscal year 2005 was audited by
other independent registered public accountants.

For a discussion of how investments in IPOs affected the fund's performance,
see the "Performance Information" section of this prospectus.

CLASS A
Year ended 10/31/08 $13.67 $(0.01)(c) $(5.11) $(5.12) $ 8.55 (37.45)% $ 633,595
Year ended 10/31/07 11.19 (0.04)(c) 2.52 2.48 13.67 22.16 1,064,817
Year ended 10/31/06 10.12 (0.01) 1.08 1.07 11.19 10.57 981,750
Year ended 10/31/05 9.16 (0.02)(e) 0.98 0.96 10.12 10.48 166,860
Year ended 10/31/04 8.88 (0.08)(c) 0.36 0.28 9.16 3.15 177,498
----------------------------------------------------------------------------------------------------------------------------
CLASS B
Year ended 10/31/08 12.88 (0.09)(c) (4.79) (4.88) 8.00 (37.89) 184,573
Year ended 10/31/07 10.63 (0.12)(c) 2.37 2.25 12.88 21.17 497,990
Year ended 10/31/06 9.69 (0.07) 1.01 0.94 10.63 9.70 637,594
Year ended 10/31/05 8.82 (0.09)(e) 0.96 0.87 9.69 9.86 103,688
Year ended 10/31/04 8.61 (0.14)(c) 0.35 0.21 8.82 2.44 112,931
----------------------------------------------------------------------------------------------------------------------------
CLASS C
Year ended 10/31/08 12.88 (0.09)(c) (4.79) (4.88) 8.00 (37.89) 98,284
Year ended 10/31/07 10.63 (0.12)(c) 2.37 2.25 12.88 21.17 182,975
Year ended 10/31/06 9.69 (0.07) 1.01 0.94 10.63 9.70 179,730
Year ended 10/31/05 8.83 (0.09)(e) 0.95 0.86 9.69 9.74 48,293
Year ended 10/31/04 8.62 (0.14)(c) 0.35 0.21 8.83 2.44 48,420

CLASS R
Year ended 10/31/08 13.53 (0.04)(c) (5.05) (5.09) 8.44 (37.62) 7,474
Year ended 10/31/07 11.10 (0.07)(c) 2.50 2.43 13.53 21.89 11,465
Year ended 10/31/06 10.07 (0.03) 1.06 1.03 11.10 10.23 11,231
Year ended 10/31/05 9.13 (0.04)(e) 0.98 0.94 10.07 10.30 2,330
Year ended 10/31/04 8.87 (0.10)(c) 0.36 0.26 9.13 2.93 2,761
----------------------------------------------------------------------------------------------------------------------------
CLASS Y
Year ended 10/31/08(f) 9.46 0.00(c) (0.91) (0.91) 8.55 (9.62) 5,406
----------------------------------------------------------------------------------------------------------------------------
INVESTOR CLASS
Year ended 10/31/08 13.76 (0.00)(c) (5.15) (5.15) 8.61 (37.43) 203,882
Year ended 10/31/07 11.25 (0.03)(c) 2.54 2.51 13.76 22.31 360,073
Year ended 10/31/06 10.18 (0.01) 1.08 1.07 11.25 10.51 347,621
Year ended 10/31/05 9.20 (0.01)(e) 0.99 0.98 10.18 10.65 358,498
Year ended 10/31/04 8.88 (0.05)(c)(h) 0.37 0.32 9.20 3.60(h) 376,905
----------------------------------------------------------------------------------------------------------------------------
____________________________________________________________________________________________________________________________
============================================================================================================================

<Caption>
RATIO OF RATIO OF
EXPENSES EXPENSES
TO AVERAGE TO AVERAGE NET
NET ASSETS ASSETS WITHOUT RATIO OF NET
WITH FEE WAIVERS FEE WAIVERS INVESTMENT INCOME
AND/OR EXPENSES AND/OR EXPENSES (LOSS) TO AVERAGE PORTFOLIO
ABSORBED ABSORBED NET ASSETS TURNOVER(b)
------------------------------------------------------------------------------------------------------

CLASS A
Year ended 10/31/08 1.33%(d) 1.36%(d) (0.09)%(d) 41%
Year ended 10/31/07 1.33 1.34 (0.30) 55
Year ended 10/31/06 1.32 1.42 (0.17) 70
Year ended 10/31/05 1.47 1.56 (0.20)(e) 103
Year ended 10/31/04 1.54 1.55 (0.92) 111
------------------------------------------------------------------------------------------------------
CLASS B
Year ended 10/31/08 2.08(d) 2.11(d) (0.84)(d) 41
Year ended 10/31/07 2.08 2.09 (1.05) 55
Year ended 10/31/06 2.07 2.17 (0.92) 70
Year ended 10/31/05 2.15 2.24 (0.88)(e) 103
Year ended 10/31/04 2.19 2.20 (1.57) 111
------------------------------------------------------------------------------------------------------
CLASS C
Year ended 10/31/08 2.08(d) 2.11(d) (0.84)(d) 41
Year ended 10/31/07 2.08 2.09 (1.05) 55
Year ended 10/31/06 2.07 2.17 (0.92) 70
Year ended 10/31/05 2.15 2.24 (0.88)(e) 103
Year ended 10/31/04 2.19 2.20 (1.57) 111

CLASS R
Year ended 10/31/08 1.58(d) 1.61(d) (0.34)(d) 41
Year ended 10/31/07 1.58 1.59 (0.55) 55
Year ended 10/31/06 1.57 1.67 (0.42) 70
Year ended 10/31/05 1.65 1.74 (0.38)(e) 103
Year ended 10/31/04 1.69 1.70 (1.07) 111
------------------------------------------------------------------------------------------------------
CLASS Y
Year ended 10/31/08(f) 1.08(d)(g) 1.27(d)(g) 0.16(d)(g) 41
------------------------------------------------------------------------------------------------------
INVESTOR CLASS
Year ended 10/31/08 1.27(d) 1.30(d) (0.03)(d) 41
Year ended 10/31/07 1.24 1.25 (0.21) 55
Year ended 10/31/06 1.27 1.37 (0.12) 70
Year ended 10/31/05 1.34 1.43 (0.07)(e) 103
Year ended 10/31/04 1.19(h) 1.42 (0.57)(h) 111
------------------------------------------------------------------------------------------------------
______________________________________________________________________________________________________
======================================================================================================

</Table>

(a) Includes adjustments in accordance with accounting principles generally
accepted in the United States of America and as such, the net asset value
for financial reporting purposes and the returns based upon those net
asset values may differ from the net asset value and returns for
shareholder transactions. Does not include sales charges and is not
annualized for periods less than one year, if applicable.
(b) Portfolio turnover is calculated at the fund level and is not annualized
for periods less than one year, if applicable.
(c) Calculated using average shares outstanding.
(d) Ratios are based on average daily net assets (000's omitted) of $901,303,
$350,364, $147,849, $10,214, $5,186 and $296,018 for Class A, Class B,
Class C, Class R, Class Y and Investor Class shares, respectively.
(e) Net investment income (loss) per share and the ratio of net investment
income (loss) to average net assets include a special cash dividend
received of $3.00 per share owned of Microsoft Corp. on December 2, 2004.
Net investment income (loss) per share and the ratio of net investment
income (loss) to average net assets excluding the special dividend are
$(0.04) and (0.36)%; $(0.11) and (1.04)%; $(0.11) and (1.04)%; $(0.06)
and (0.54)% and $(0.03) and (0.23)% for Class A, Class B, Class C, Class
R and Investor Class shares, respectively.
(f) Commencement date of Class Y shares was October 3, 2008.
(g) Annualized.
(h) The advisor reimbursed Investor Class expenses related to an overpayment
of 12b-1 fees of the INVESCO Growth Fund paid to INVESCO Distributors,
Inc., the prior distributor of INVESCO Growth Fund. Had the advisor not
reimbursed these expenses, the net investment income per share, the ratio
of net expenses to average net assets, the ratio of net investment income
to average net assets and the total return would have been $(0.07),
1.41%, (0.79)% and 3.27%, respectively.

THE AIM FUNDS

General Information

CHOOSING A SHARE CLASS

AIM FUND RETAIL SHARE CLASSES

CLASS A CLASS A3 CLASS B CLASS C CLASS R CLASS Y INVESTOR CLASS
------------------ --------------- ------------------- ----------------- ---------------- ---------------- -----------------

- Contingent - No - Contingent - Contingent - Contingent - No contingent - No contingent
deferred sales contingent deferred sales deferred sales deferred deferred deferred
charge on deferred charge on charge on sales charge sales charge sales charge
certain sales charge redemptions redemptions on certain
redemptions within six within one redemptions
years year(3)

- 12b-1 fee of - 12b-1 fee - 12b-1 fee of - 12b-1 fee of - 12b-1 fee of - No 12b-1 fee - 12b-1 fee of
0.25%(1) of 0.25% 1.00% 1.00%(4) 0.50% 0.25%(1)

- Does not - Converts to - Does not - Does not - Does not - Does not
convert to Class A shares convert to convert to convert to convert to
Class A on or about the Class A Class A Class A Class A
shares end of the shares shares shares shares
month which is
at least eight
years after the
date on which
shares were
purchased along
with a pro rata
portion of
reinvested
dividends and
distributions(2)

- Generally more - Available - Available only - Generally - Generally, - Generally, - Generally
appropriate for only for a to investors more available available closed to new
long-term limited with a total appropriate only to only to investors
investors number of account balance for employee investors
funds less than short-term benefit plans who purchase
$100,000. The investors through
total account fee-based
value for this - Purchase advisory
purpose includes orders accounts
all accounts limited to with an
eligible for amounts less approved
Rights of than financial
Accumulation. $1,000,000 intermediary
or to any
current,
former or
retired
trustee,
director,
officer or
employee (or
immediate
family member
of a current,
former or
retired
trustee,
director,
officer or
employee) of
any AIM Fund
or of Invesco
Ltd. or any
of its
subsidiaries.

(1) Class A shares of AIM Tax-Free Intermediate Fund and Investor Class shares
of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio do
not have a 12b-1 fee.

(2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.

(4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.

A-1

THE AIM FUNDS

Purchases of eligible share classes in respect of non-AIM 403(b) plan
accounts for which parties unaffiliated with Invesco Aim serve as custodian will
continue to be accepted after December 31, 2008.

SHARE CLASS ELIGIBILITY

CLASS A, A3, B, C AND AIM CASH RESERVE SHARES

CLASS P SHARES

CLASS R SHARES

CLASS Y SHARES

INVESTOR CLASS SHARES

DISTRIBUTION AND SERVICE (12B-1) FEES

A-2

THE AIM FUNDS

The following funds and share classes do not have 12b-1 plans:

- AIM Tax-Free Intermediate Fund, Class A shares.

- AIM Money Market Fund, Investor Class shares.

- AIM Tax-Exempt Cash Fund, Investor Class shares.

- Premier Portfolio, Investor Class shares.

- Premier U.S. Government Money Portfolio, Investor Class shares.

- Premier Tax-Exempt Portfolio, Investor Class shares.

- All funds, Class Y shares

INITIAL SALES CHARGES (CLASS A SHARES ONLY)

CATEGORY I INITIAL SALES CHARGES

INVESTOR'S SALES CHARGE
---------------------------
AMOUNT INVESTED AS A % OF AS A % OF
IN A SINGLE TRANSACTION OFFERING PRICE INVESTMENT
--------------------------------- -------------- ----------

CATEGORY II INITIAL SALES CHARGES

INVESTOR'S SALES CHARGE
---------------------------
AMOUNT INVESTED AS A % OF AS A % OF
IN A SINGLE TRANSACTION OFFERING PRICE INVESTMENT
--------------------------------- -------------- ----------

CATEGORY III INITIAL SALES CHARGES

INVESTOR'S SALES CHARGE
---------------------------
AMOUNT INVESTED AS A % OF AS A % OF
IN A SINGLE TRANSACTION OFFERING PRICE INVESTMENT
--------------------------------- -------------- ----------

Less than $ 100,000 1.00% 1.01%
$100,000 but less than $ 250,000 0.75 0.76
$250,000 but less than $1,000,000 0.50 0.50

CATEGORY IV INITIAL SALES CHARGES

INVESTOR'S SALES CHARGE
---------------------------
AMOUNT INVESTED AS A % OF AS A % OF
IN A SINGLE TRANSACTION OFFERING PRICE INVESTMENT
--------------------------------- -------------- ----------

Less than $ 100,000 2.50% 2.56%
$100,000 but less than $ 250,000 2.00 2.04
$250,000 but less than $ 500,000 1.50 1.52
$500,000 but less than $1,000,000 1.25 1.27

CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

- Eligible employee benefit plans; provided, however, that they meet at least
one of the following requirements:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan;
or

c. all plan transactions are executed through a single omnibus account
per fund.

- Qualified Tuition Programs created and maintained in accordance with
Section 529 of the Code.

A-3

THE AIM FUNDS

- Insurance company separate accounts.

No investor will pay an initial sales charge in the following
circumstances:

- When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares
of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.

- When reinvesting dividends and distributions.

- When exchanging shares of one fund, that were previously assessed a sales
charge, for shares of another fund.

- As a result of a fund's merger, consolidation, or acquisition of the assets
of another fund.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

RIGHTS OF ACCUMULATION

LETTERS OF INTENT

REINSTATEMENT FOLLOWING REDEMPTION

- A purchase made through a regularly scheduled automatic investment plan,
such as a purchase by a regularly scheduled payroll deduction or transfer
from a bank account.

In order to take advantage of this reinstatement privilege, you must inform your
financial advisor or the transfer agent that you wish to do so at the time of
your investment.

CONTINGENT DEFERRED SALES CHARGES (CDSCS)

CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND

A-4

THE AIM FUNDS

CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN

AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

YEAR SINCE PURCHASE MADE: CLASS B CLASS C
------------------------- ------- -------

First 5% 1%
Second 4 None
Third 3 None
Fourth 3 None
Fifth 2 None
Sixth 1 None
Seventh and following None None

CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN

CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

CDSCS ON CLASS R SHARES

COMPUTING A CDSC

CDSC EXCEPTIONS

Investors who own shares that are otherwise subject to a CDSC will not pay a
CDSC in the following circumstances:

- If you participate in the Systematic Redemption Plan and withdraw up to 12%
of the value of your shares that are subject to a CDSC in any twelve-month
period.

- If you redeem shares to pay account fees.

Shares acquired through the reinvestment of dividends and distributions are
not subject to CDSCs.

The following share classes are sold with no CDSC:

- Class A shares of any Category III Fund.

- Class A shares of AIM Tax-Exempt Cash Fund.

- Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
Intermediate Fund.

- AIM Cash Reserve Shares of AIM Money Market Fund.

- Investor Class shares of any fund.

- Class P shares of AIM Summit Fund.

- Class Y shares of any fund.

CDSCS UPON CONVERTING TO CLASS Y SHARES

If shares that are subject to a CDSC are converted to Class Y shares, the
applicable CDSC will be assessed prior to conversion.

A-5

THE AIM FUNDS

REDEMPTION FEES

Redemption fees generally will not be charged in the following
circumstances:

- Redemptions and exchanges of shares held in accounts maintained by
intermediaries that do not have the systematic capability to assess the
redemption fees.

- Redemptions and exchanges effectuated pursuant to automatic investment
rebalancing or dollar cost averaging programs or systematic withdrawal
plans.

- Redemptions requested within 31 days following the death or post-purchase
disability of an account owner.

- Redemptions or exchanges initiated by a fund.

The following shares are not subject to redemption fees, irrespective of
whether they are redeemed in accordance with any of the exceptions set forth
above:

- Shares acquired through the reinvestment of dividends and distributions.

- Shares acquired through systematic purchase plans.

- Shares acquired in connection with a rollover or transfer of assets from
the trustee or custodian of an employee benefit plan to the trustee or
custodian of another employee benefit plan.

Shares held by employee benefit plans will only be subject to redemption
fees if the shares were acquired by exchange and are redeemed by exchange within
31 days of purchase.

The funds have the discretion to waive the 2% redemption fee if a fund is
in jeopardy of losing its registered investment company qualification for tax
purposes.

Your financial advisor or other intermediary may charge service fees for
handling redemption transactions. Your shares also may be subject to a CDSC in
addition to the redemption fee.

PURCHASING SHARES

A-6

THE AIM FUNDS

MINIMUM INVESTMENTS

There are no minimum investments for Class P or R shares for fund accounts. The
minimum investments for Class A, A3, B, C, Y and Investor Class shares for fund
accounts are as follows:

ADDITIONAL
INITIAL INVESTMENT INVESTMENTS
TYPE OF ACCOUNT PER FUND PER FUND
------------------------------------------------------------------ ------------------ -----------

Asset or fee-based accounts managed by your financial advisor None None
Eligible employee benefit plans, SEP, SARSEP and SIMPLE IRA plans None None
IRAs, Roth IRAs and Coverdell ESAs accounts if the new investor is
purchasing shares through a systematic purchase plan $ 25 $ 25
All other accounts if the investor is purchasing shares through a
systematic purchase plan 50 50
IRAs, Roth IRAs and Coverdell ESAs 250 25
All other accounts 1,000 50

Invesco Aim Distributors has the discretion to accept orders for lesser amounts.

HOW TO PURCHASE SHARES

OPENING AN ACCOUNT ADDING TO AN ACCOUNT
-------------------------------------------------- -------------------------------------------------

Through a Financial Contact your financial advisor. Contact your financial advisor.
Advisor

By Wire Mail completed account application to the Call the transfer agent to receive a reference
transfer agent. Call the transfer agent at (800) number. Then, use the wire instructions provided
959-4246 to receive a reference number. Then, use below.
the wire instructions provided below.

Automated Investor Open your account using one of the methods Call the Invesco Aim 24-hour Automated Investor
Line described above. Line at 1-800-246-5463. You may place your order
after you have provided the bank instructions
that will be requested.

* In addition, Invesco Aim does not accept cash equivalents for employer
sponsored plan accounts. Cash equivalents include cashier's checks,
official checks, bank drafts, traveler's checks, treasurer's checks, postal
money orders or money orders. We also reserve the right to reject at our
sole discretion payment by Temporary / Starter Checks.

SYSTEMATIC PURCHASE PLAN

DOLLAR COST AVERAGING

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT

A-7

THE AIM FUNDS

You must comply with the following requirements to be eligible to invest
your dividends and distributions in shares of another fund:

- Your account balance in the fund paying the dividend or distribution must
be at least $5,000; and

- Your account balance in the fund receiving the dividend or distribution
must be at least $500.

PORTFOLIO REBALANCING PROGRAM

RETIREMENT PLANS SPONSORED BY INVESCO AIM DISTRIBUTORS

REDEEMING SHARES

HOW TO REDEEM SHARES

Through a Financial Contact your financial advisor or intermediary (including
Advisor or Other your retirement plan administrator).
Intermediary

By Mail Send a written request to the transfer agent which
includes:

- Original signatures of all registered
owners/trustees;

- The dollar value or number of shares that you wish
to redeem;

- The name of the fund(s) and your account number; and

- Signature guarantees, if necessary (see below).

The transfer agent may require that you provide additional
documentation, or information, such as corporate
resolutions or powers of attorney, if applicable. If you
are redeeming from an IRA or other type of retirement
account, you must complete the appropriate distribution
form, as well as employer authorization.

By Telephone Call the transfer agent at 1-800-959-4246. You will be
allowed to redeem by telephone if:

- Your redemption proceeds are to be mailed to your
address on record (and there has been no change in
your address of record within the last 30 days) or
transferred electronically to a pre-authorized
checking account;

- You do not hold physical share certificates;

- You can provide proper identification information;

- Your redemption proceeds do not exceed $250,000 per
fund; and

- You have not previously declined the telephone
redemption privilege.

You may, in limited circumstances, initiate a redemption
from an Invesco Aim IRA account by telephone. Redemptions
from other types of retirement plan accounts may be
initiated only in writing and require the completion of
the appropriate distribution form, as well as employer
authorization.

Automated Investor Call the Invesco Aim 24-hour Automated Investor Line at
Line 1-800-246-5463. You may place your redemption order after
you have provided the bank instructions that will be
requested.

By Internet Place your redemption request at www.invescoaim.com. You
will be allowed to redeem by Internet if:

- You do not hold physical share certificates;

- You can provide proper identification information;

- Your redemption proceeds do not exceed $250,000 per
fund; and

- You have already provided proper bank information.

Redemptions from most retirement plan accounts may be
initiated only in writing and require the completion of
the appropriate distribution form, as well as employer
authorization.

A-8

THE AIM FUNDS

TIMING AND METHOD OF PAYMENT

Redemption checks are mailed to your address of record, via first class
U.S. mail, unless you make other arrangements with the transfer agent.

EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)

SYSTEMATIC WITHDRAWALS

CHECK WRITING

The transfer agent provides check writing privileges for accounts in the
following funds and share classes:

- AIM Money Market Fund, AIM Cash Reserve Shares, Class Y shares and Investor
Class shares

- AIM Tax-Exempt Cash Fund, Class A shares, Class Y shares and Investor Class
shares

- Premier Portfolio, Investor Class shares

- Premier Tax-Exempt Portfolio, Investor Class shares

- Premier U.S. Government Money Portfolio, Investor Class shares

SIGNATURE GUARANTEES

We require a signature guarantee in the following circumstances:

- When your redemption proceeds will equal or exceed $250,000 per fund.

- When you request that redemption proceeds be paid to someone other than the
registered owner of the account.

- When you request that redemption proceeds be sent somewhere other than the
address of record or bank of record on the account.

- When you request that redemption proceeds be sent to a new address or an
address that changed in the last 30 days.

REDEMPTIONS IN KIND

REDEMPTIONS INITIATED BY THE FUNDS

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one fund for those of
another fund. An exchange is the purchase of shares in one fund which

A-9

THE AIM FUNDS

PERMITTED EXCHANGES

Except as otherwise provided below under "Exchanges Not Permitted", you
generally may exchange your shares for shares of the same class of another fund.
The following below shows permitted exchanges:

EXCHANGE FROM EXCHANGE TO
----------------------- --------------------------------------------------------

* You may exchange your AIM Cash Reserve Shares, Class A shares, Class A3
shares, Class C shares or Investor Class shares for Class Y shares of the
same fund if you otherwise qualify to buy that fund's Class Y shares.
Please consult your financial advisor to discuss the tax implications, if
any, of all exchanges into Class Y shares of the same fund.

EXCHANGES NOT PERMITTED

The following exchanges are not permitted:

- Investor Class shares cannot be exchanged for Class A shares of any fund
which offers Investor Class shares.

- Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM
Tax-Free Intermediate Fund (also known as the Category III funds) are not
permitted.

- Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
Intermediate Fund cannot be exchanged for Class A3 shares of those funds.

- AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if
the shares being exchanged were acquired by exchange from Class A shares of
any fund.

- AIM Cash Reserve shares, Class A shares, Class A3 shares, Class C shares or
Investor Class shares of one fund can not be exchanged for Class Y shares
of a different fund.

- All existing systematic exchanges and reallocations will cease and these
options will no longer be available on all 403(b) prototype plans.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- Shares must have been held for at least one day prior to the exchange with
the exception of dividends and distributions that are reinvested; and

- If you have physical share certificates, you must return them to the
transfer agent in order to effect the exchange.

LIMIT ON THE NUMBER OF EXCHANGES

- Exchanges of shares held in accounts maintained by intermediaries that do
not have the systematic capability to apply the exchange limitation.

- Generally, exchanges effectuated pursuant to automatic investment
rebalancing or dollar cost averaging programs.

A-10

THE AIM FUNDS

If you exchange shares of one fund for shares of multiple other funds as
part of a single transaction, that transaction is counted as one exchange out of
a fund.

INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES

RIGHTS RESERVED BY THE FUNDS

Each fund and its agents reserve the right at any time to:

- Reject or cancel all or any part of any purchase or exchange order.

- Modify any terms or conditions related to the purchase, redemption or
exchange of shares of any fund.

- Reject or cancel any request to establish a Systematic Purchase Plan,
Systematic Redemption Plan or Portfolio Rebalancing Program.

- Suspend, change or withdraw all or any part of the offering made by this
prospectus.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

Specific types of securities are valued as follows:

A-11

THE AIM FUNDS

TIMING OF ORDERS

A-12

THE AIM FUNDS

TAXES

- Distributions of net long-term capital gains are taxable to you as
long-term capital gains no matter how long you have owned your fund shares.

- If you are an individual and meet certain holding period requirements, a
portion of income dividends paid by a fund may be designated as qualified
dividend income eligible for taxation at long-term capital gain rates.
These reduced rates generally are available for dividends paid by a fund
out of dividends earned on the fund's investment in stocks of domestic
corporations and qualified foreign corporations. In the case of a fund that
invests primarily in debt securities, either none or only a nominal portion
of the dividends paid by the fund will be eligible for taxation at these
reduced rates.

- Distributions declared to shareholders with a record date in December--if
paid to you by the end of January--are taxable for federal income tax
purposes as if received in December.

- Fund distributions and gains from sale or exchange of your fund shares
generally are subject to state and local income taxes.

PAYMENTS TO FINANCIAL ADVISORS

Invesco Aim Affiliates make payments as incentives to certain financial
advisors to promote and sell shares of the funds. The benefits Invesco Aim
Affiliates receive when they make these payments include, among other things,
placing the funds on the financial advisor's funds sales system, and access (in
some cases on a preferential basis over other competitors) to individual members
of the financial advisor's sales force or to the financial advisor's management.
These payments are sometimes referred to as "shelf space" payments because the
payments compensate the financial advisor for including the funds in its fund
sales system (on its "sales shelf"). Invesco Aim Affiliates compensate financial
advisors differently depending typically on the level and/or type of
considerations provided by the financial advisor. The payments Invesco Aim
Affiliates make may be calculated based on sales

A-13

THE AIM FUNDS

of shares of the funds (Sales-Based Payments), in which case the total amount of
such payments shall not exceed 0.25% of the public offering price of all shares
sold by the financial advisor during the particular period. Payments may also be
calculated based on the average daily net assets of the applicable funds
attributable to that particular financial advisor (Asset-Based Payments), in
which case the total amount of such cash payments shall not exceed 0.25% per
annum of those assets during a defined period. Sales-Based Payments primarily
create incentives to make new sales of shares of the funds and Asset-Based
Payments primarily create incentives to retain previously sold shares of the
funds in investor accounts. Invesco Aim Affiliates may pay a financial advisor
either or both Sales-Based Payments and Asset-Based Payments.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) DISCLOSURES

The Invesco Aim Affiliates currently use the following tools designed to
discourage excessive short-term trading in the retail funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the
Board.

Money Market Funds. The Board of AIM Money Market Fund, AIM Tax-Exempt Cash
Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio (the money market funds) have not adopted any
policies and procedures that would limit frequent purchases and redemptions of
such funds' shares. The Board considered the risks of not having a specific
policy that limits frequent purchases and redemptions, and determined that those
risks were minimal. Nonetheless, to the extent that a money market fund must
maintain additional cash and/or

A-14

THE AIM FUNDS

securities with short-term durations in greater amounts than may otherwise be
required or borrow to honor redemption requests, the money market fund's yield
could be negatively impacted.

The Board does not believe that it is appropriate to adopt any such
policies and procedures for the money market funds for the following reasons:

The Board does not believe that it is appropriate to adopt any such
policies and procedures for the fund for the following reasons:

- Many investors use AIM Limited Maturity Treasury Fund as a short-term
investment alternative and should be able to purchase and redeem shares
regularly and frequently.

TRADE ACTIVITY MONITORING

TRADING GUIDELINES

REDEMPTION FEES

FAIR VALUE PRICING

A-15

OBTAINING ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

If you have questions about this fund, another fund in The AIM Family of Funds--
Registered Trademark-- or your account, or wish to obtain free copies of the
fund's current SAI or annual or semiannual reports, please contact us by mail at
Invesco Aim Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-4739 or

<Table>

BY TELEPHONE: (800) 959-4246

ON THE INTERNET: You can send us a request by e-mail or download prospectuses, SAIs,
annual or semiannual reports via our website: http://www.invescoaim.com
</Table>

You can also review and obtain copies of the fund's SAI, financial reports, the
fund's Forms N-Q and other information at the SEC's Public Reference Room in
Washington, DC; on the EDGAR database on the SEC's Internet website
(http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to
the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an
electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-
8090 for information about the Public Reference Room.

------------------------------------------------------
AIM Large Cap Growth Fund
SEC 1940 Act file number: 811-01424
------------------------------------------------------

invescoaim.com LCG-PRO-1

[INVESCO AIM LOGO APPEARS HERE]
--Service Mark--

PART B

AIM EQUITY FUNDS

AIM Disciplined Equity Fund
AIM Large Cap Growth Fund

11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173
(800) 959-4246

STATEMENT OF ADDITIONAL INFORMATION
_____, 2009

(September 14, 2009 Special Meeting of Shareholders of the
Atlantic Whitehall Equity Income Fund and Atlantic Whitehall Growth Fund)

Acquisition of all of the assets and accrued liabilities of: By and in exchange for shares of:

ATLANTIC WHITEHALL FUNDS TRUST AIM EQUITY FUNDS
------------------------------------- ---------------------------

ATLANTIC WHITEHALL EQUITY INCOME FUND AIM DISCIPLINED EQUITY FUND
Institutional Class Class Y

ATLANTIC WHITEHALL GROWTH FUND AIM LARGE CAP GROWTH FUND
Distributor Class Class A
Institutional Class Class Y

This Statement of Additional Information, which is not a prospectus,
supplements and should be read in conjunction with the Combined Proxy
Statement/Prospectus dated ________, 2009 (the "Proxy Statement/Prospectus") of
each of the AIM Disciplined Equity Fund and AIM Large Cap Growth Fund (each, an
"AIM Fund") relating specifically to the Special Meeting of Shareholders of each
of the Atlantic Whitehall Equity Income Fund and Atlantic Whitehall Growth Fund
(each, an "Atlantic Whitehall Fund"), each to be held on September 14, 2009.
Copies of each Combined Proxy Statement/Prospectus may be obtained at no charge
by writing Invesco Aim Distributors, Inc., 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173, or by calling (800) 959-4246.

Unless otherwise indicated, capitalized terms used herein and not otherwise
defined have the same meanings as are given to them in each Proxy
Statement/Prospectus. The Reorganizations will occur in accordance with the
terms of each Agreement and Plan of Reorganization.

TABLE OF CONTENTS

PAGE
----

General Information ..................................................... 4
Incorporation by Reference .............................................. 4
Pro Forma Financial Statements .......................................... 5

GENERAL INFORMATION

This Statement of Additional Information and each Proxy
Statement/Prospectus are related to the acquisition of all of the assets of each
Atlantic Whitehall Fund by its corresponding AIM Fund and the assumption by that
AIM Fund of the accrued liabilities of the corresponding Atlantic Whitehall
Fund. Such assets are proposed to be exchanged for Class A shares and Class Y
shares, as the case may be, of the corresponding AIM Fund having an aggregate
value equal to the net asset value of the particular Atlantic Whitehall Fund's
Distributor Class shares and Institutional Class shares, as the case may be, on
the Valuation Date. At the Closing, each AIM Fund will distribute shares to each
holder of the corresponding Atlantic Whitehall Fund in an amount equal in value
to the shareholder's Atlantic Whitehall Fund shares as of the Valuation Date in
complete liquidation of each Atlantic Whitehall Fund.

INCORPORATION OF DOCUMENTS BY REFERENCE INTO THE STATEMENT OF ADDITIONAL
INFORMATION

This Statement of Additional Information incorporates by reference the following
documents:

1. Statement of Additional Information dated April 1, 2009, for Atlantic
Whitehall Funds Trust with respect to the Atlantic Whitehall Equity Income
Fund and the Atlantic Whitehall Growth Fund (previously filed on EDGAR,
Accession No. 0000950144-09-002607).

2. The audited financial statements and related report of the independent
public accounting firm included in Atlantic Whitehall Funds Trust's Annual
Report to Shareholders for the fiscal year ended November 30, 2008, with
respect to the Atlantic Whitehall Equity Income Fund and the Atlantic
Whitehall Growth Fund (previously filed on EDGAR, Accession No.
0000935069-09-000251). No other parts of the Annual Report are incorporated
herein by reference.

3. [The unaudited financial statements included in Atlantic Whitehall Funds
Trust's Semi-Annual Report to Shareholders for the fiscal period ended May
31, 2009, with respect to the Atlantic Whitehall Equity Income Fund and the
Atlantic Whitehall Growth Fund (previously filed on EDGAR, Accession
No._________). No other parts of the Semi-Annual Report are incorporated
herein by reference.]

4. Statement of Additional Information dated July 14, 2009, for the AIM Equity
Funds with respect to the AIM Disciplined Equity Fund (previously filed on
EDGAR, Accession No. 0000950129-09-001423).

5. Statement of Additional Information dated February 27, 2009, for the AIM
Equity Funds with respect to the AIM Large Cap Growth Fund (previously
filed on EDGAR, Accession No. 0000950129-09-000561).

6. The audited financial statements and related report of the independent
public accounting firm included in the AIM Equity Funds' Annual Report to
Shareholders for the fiscal year ended October 31, 2008, with respect to
the AIM Large Cap Growth Fund (previously filed on EDGAR, Accession No.
0000950134-09-000243). No other parts of the Annual Report are incorporated
herein by reference.

7. The unaudited financial statements included in the AIM Equity Funds'
Semi-Annual Report to Shareholders for the fiscal period ended April 30,
2009, with respect to the AIM Large Cap Growth Fund (previously filed on
EDGAR, Accession No. 0000950123-09-017249). No other parts of the
Semi-Annual Report are incorporated herein by reference.

PRO FORMA FINANCIAL STATEMENTS

PRO FORMA FINANCIAL INFORMATION HAS NOT BEEN PREPARED FOR THE
REORGANIZATION OF THE ATLANTIC WHITEHALL EQUITY INCOME FUND INTO THE AIM
DISCIPLINED EQUITY FUND BECAUSE THE ATLANTIC WHITEHALL EQUITY INCOME FUND WILL
BE REORGANIZED INTO A NEWLY ORGANIZED SHELL FUND WITH NO ASSETS AND LIABILITIES
THAT WILL COMMENCE INVESTMENT OPERATIONS UPON COMPLETION OF THE REORGANIZATION
AND CONTINUE THE OPERATIONS OF THE ATLANTIC WHITEHALL EQUITY INCOME FUND.

PRO FORMA FINANCIAL INFORMATION HAS NOT BEEN PREPARED FOR THE
REORGANIZATION OF THE ATLANTIC WHITEHALL GROWTH FUND INTO THE AIM LARGE CAP
GROWTH FUND BECAUSE, AS OF MAY 31, 2009, THE ATLANTIC WHITEHALL GROWTH FUND'S
NET ASSET VALUE DOES NOT EXCEED TEN PERCENT OF THE AIM LARGE CAP GROWTH FUND'S
NET ASSET VALUE.

PART C
OTHER INFORMATION

Item 15. Indemnification

Indemnification provisions for officers, trustees and employees of the
Registrant are set forth in Article VIII of the Registrant's Amended
and Restated Agreement and Declaration of Trust and Article VIII of
its Amended and Restated Bylaws, and are hereby incorporated by
reference. See Item 16(1) and (2) below. Under the Amended and
Restated Agreement and Declaration of Trust effective as of September
14, 2005, as amended (i) Trustees or officers, when acting in such
capacity, shall not be personally liable for any act, omission or
obligation of the Registrant or any Trustee or officer except by
reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his office with the
Trust; (ii) every Trustee, officer, employee or agent of the
Registrant shall be indemnified to the fullest extent permitted under
the Delaware Statutory Trust Act, the Registrant's Bylaws and other
applicable law; (iii) in case any shareholder or former shareholder of
the Registrant shall be held to be personally liable solely by reason
of his being or having been a shareholder of the Registrant or any
portfolio or class and not because of his acts or omissions or for
some other reason, the shareholder or former shareholder (or his
heirs, executors, administrators or other legal representatives, or,
in the case of a corporation or other entity, its corporate or general
successor) shall be entitled, out of the assets belonging to the
applicable portfolio (or allocable to the applicable class), to be
held harmless from and indemnified against all loss and expense
arising from such liability in accordance with the Bylaws and
applicable law. The Registrant, on behalf of the affected portfolio
(or class), shall upon request by the shareholder, assume the defense
of any such claim made against the shareholder for any act or
obligation of that portfolio (or class).

The Registrant and other investment companies and their respective
officers and trustees are insured under a joint Mutual Fund Directors
& Officers Liability Policy, issued by ICI Mutual Insurance Company
and certain other domestic insurers, with limits up to $60,000,000
(plus an additional $20,000,000 limit that applies to independent
directors/trustees only).

Section 16 of the Master Investment Advisory Agreement between the
Registrant and Invesco Aim provides that in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of Invesco Aim or any of
its officers, directors or employees, that Invesco Aim shall not be
subject to liability to the Registrant or to any series of the
Registrant, or to any shareholder of any series of the Registrant 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 Invesco
Aim to any series of the Registrant shall not automatically impart
liability on the part of Invesco Aim to any other series of the
Registrant. No series of the Registrant shall be liable for the
obligations of any other series of the Registrant.

C-1

Section 9 of the Master Intergroup Sub-Advisory Contract for Mutual
Funds (the "Sub-Advisory Contract") between Invesco Aim Advisors,
Inc., on behalf of Registrant, and each of Invesco Asset Management
Deutschland GmbH, Invesco Asset Management Limited, Invesco Asset
Management (Japan) Limited, Invesco Australia Limited, Invesco Global
Asset Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco
Institutional (N.A.), Inc., Invesco Senior Secured Management, Inc.
and AIM Funds Management, Inc. (now known as Invesco Trimark Ltd.)
(each a "Sub-Advisor", collectively the "Sub-Advisors") provides that
the Sub-Advisor shall not be liable for any costs or liabilities
arising from any error of judgment or mistake of law or any loss
suffered by any series of the Registrant or the Registrant in
connection with the matters to which the Sub-Advisory Contract relates
except a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Sub-Advisor in the performance by the
Sub-Advisor of its duties or from reckless disregard by the
Sub-Advisor of its obligations and duties under the Sub-Advisory
Contract.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to trustees,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustees, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

Item 16. Exhibits

(1) (a) - (1) Amended and Restated Agreement and Declaration of Trust of
Registrant, dated September 14, 2005, incorporated herein by
reference to Registrant's PEA No. 86 on Form N-1A, filed on
December 15, 2005.

- (2) Amendment No. 1, dated March 27, 2006, to Amended and
Restated Agreement and Declaration of Trust of Registrant,
adopted effective September 14, 2005, incorporated herein by
reference to Registrant's PEA No. 88 on Form N-1A, filed on
February 28, 2007.

- (3) Amendment No. 2, dated April 10, 2006, to Amended and
Restated Agreement and Declaration of Trust of Registrant,
adopted effective September 14, 2005, incorporated herein by
reference to Registrant's PEA No. 88 on Form N-1A, filed on
February 28, 2007.

- (4) Amendment No. 3, dated May 24, 2006, to Amended and Restated
Agreement and Declaration of Trust of Registrant, adopted
effective September 14, 2005, incorporated herein by reference to
Registrant's PEA No. 88 on Form N-1A, filed on February 28, 2007.

- (5) Amendment No. 4, dated July 5, 2006, to Amended and Restated
Agreement and Declaration of Trust of Registrant, adopted
effective September 14, 2005, incorporated herein by reference to
Registrant's PEA No. 88 on Form N-1A, filed on February 28, 2007.

C-2

- (6) Amendment No. 5, dated February 28, 2007, to Amended and
Restated Agreement and Declaration of Trust of Registrant,
adopted effective September 14, 2005, incorporated herein by
reference to Registrant's PEA No. 89 on Form N-1A, filed on
February 6, 2008.

- (7) Amendment No. 6, dated April 30, 2008, to Amended and
Restated Agreement and Declaration of Trust of Registrant,
adopted effective September 14, 2005, incorporated herein by
reference to Registrant's PEA No. 91 on Form N-1A, filed on July
22, 2008.

- (8) Amendment No. 7, dated May 1, 2008, to Amended and Restated
Agreement and Declaration of Trust of Registrant, adopted
effective September 14, 2005, incorporated herein by reference to
Registrant's PEA No. 91 on Form N-1A, filed on July 22, 2008.

- (9) Amendment No. 8, dated June 19, 2008, to Amended and Restated
Agreement and Declaration of Trust of Registrant, adopted
effective September 14, 2005, incorporated herein by reference to
Registrant's PEA No. 91 on Form N-1A, filed on July 22, 2008.

- (10) Amendment No. 9, dated July 15, 2008, to Amended and
Restated Agreement and Declaration of Trust of Registrant,
adopted effective September 14, 2005, incorporated herein by
reference to Registrant's PEA No. 91 on Form N-1A, filed on July
22, 2008.

(11) Amendment No. 10, dated January 22, 2009, to Amended and
Restated Agreement and Declaration of Trust of Registrant,
adopted effective September 14, 2005, incorporated herein by
reference to Registrant's PEA No. 94 on Form N-1A, filed on April
30, 2009.

(12) Amendment No. 11, dated April 14, 2009, to Amended and
Restated Agreement and Declaration of Trust of Registrant,
adopted effective September 14, 2005, incorporated herein by
reference to Registrant's PEA No. 94 on Form N-1A, filed on April
30, 2009.

(2) (a) - (1) Amended and Restated Bylaws of Registrant, adopted effective
September 14, 2005, incorporated herein by reference to
Registrant's PEA No. 86 on Form N-1A, filed on December 15, 2005.

- (2) Amendment, dated August 1, 2006, to Amended and Restated
Bylaws of Registrant, adopted effective September 14, 2005,
incorporated herein by reference to Registrant's PEA No. 88 on
Form N-1A, filed on February 28, 2007.

- (3) Amendment No. 2, dated March 23, 2007, to Amended and
Restated Bylaws of Registrant, adopted effective September 14,
2005, incorporated herein by reference to Registrant's PEA No. 89
on Form N-1A, filed on February 6, 2008.

- (4) Amendment No. 3, dated January 1, 2008, to Amended and
Restated Bylaws of Registrant, adopted effective September 14,
2005, incorporated herein by reference to Registrant's PEA No. 89
on Form N-1A, filed on February 6, 2008.

(3) - Voting Trust Agreements - None.

C-3

(4) - (a) Agreement and Plan of Reorganization by and among the
Registrant on behalf of Atlantic Whitehall Equity Income Fund and
AIM Disciplined Equity Fund, is attached as Appendix I to the
Combined Proxy Statement Prospectus relating to Atlantic
Whitehall Equity Income Fund contained in this Registration
Statement.

(b) Agreement and Plan of Reorganization by and among the
Registrant on behalf of Atlantic Whitehall Growth Fund and AIM
Large Cap Growth Fund, is attached as Appendix I to the Combined
Proxy Statement Prospectus relating to Atlantic Whitehall Growth
Fund contained in this Registration Statement.

(5) - Articles II, VI, VII, VIII and IX of the Amended and Restated
Agreement Declaration of Trust, as amended, and Articles IV, V
and VI of the Amended and Restated By-Laws as amended, both as
previously filed define rights of holders of shares.

(6) (a) - (1) Master Investment Advisory Agreement, dated June 21, 2000,
between Registrant and A I M Advisors, Inc., incorporated herein
by reference to Registrant's PEA No. 67 on Form N-1A, filed on
February 23, 2001.

- (2) Amendment No. 1, dated December 28, 2001, to Master
Investment Advisory Agreement, dated June 21, 2000, between
Registrant and A I M Advisors, Inc., incorporated herein by
reference to Registrant's PEA No. 71 on Form N-1A, filed on April
26, 2002.

- (3) Amendment No. 2, dated August 29, 2002, to Master Investment
Advisory Agreement, dated June 21, 2000, between Registrant and A
I M Advisors, Inc., incorporated herein by reference to
Registrant's PEA No. 75 on Form N-1A, filed on February 24, 2003.

- (4) Amendment No. 3, dated May 2, 2003, to Master Investment
Advisory Agreement, dated June 21, 2000, between Registrant and A
I M Advisors, Inc., incorporated herein by reference to
Registrant's PEA No. 77 on Form N-1A, filed on July 7, 2003.

- (5) Amendment No. 4, dated July 1, 2004, to Master Investment
Advisory Agreement, dated June 21, 2000, between Registrant and A
I M Advisors, Inc., incorporated herein by reference to
Registrant's PEA No. 80 on Form N-1A, filed on September 29,
2004.

- (6) Amendment No. 5, dated September 15, 2004, to Master
Investment Advisory Agreement, dated June 21, 2000, between
Registrant and A I M Advisors, Inc., incorporated herein by
reference to Registrant's PEA No. 80 on Form N-1A, filed on
September 29, 2004.

- (7) Amendment No. 6, dated March 15, 2005, to Master Investment
Advisory Agreement, dated June 21, 2000, between Registrant and A
I M Advisors, Inc., incorporated herein by reference to
Registrant's PEA No. 85 on Form N-1A, filed on August 23, 2005.

- (8) Amendment No. 7, dated July 18, 2005, to Master Investment
Advisory Agreement, dated June 21, 2000, between Registrant and A
I M Advisors, Inc., incorporated herein by reference to
Registrant's PEA No. 85 on Form N-1A, filed on August 23, 2005.

C-4

- (9) Amendment No. 8, dated March 27, 2006, to Master Investment
Advisory Agreement, dated June 21, 2000, between Registrant and A
I M Advisors, Inc, incorporated herein by reference to
Registrant's PEA No. 88 on Form N-1A, filed on February 28, 2007.

- (10) Amendment No. 9, dated April 10, 2006, to Master Investment
Advisory Agreement, dated June 21, 2000, between Registrant and A
I M Advisors, Inc., incorporated herein by reference to
Registrant's PEA No. 88 on Form N-1A, filed on February 28, 2007.

- (11) Amendment No. 10, dated February 27, 2007, to Master
Investment Advisory Agreement, dated June 21, 2000, between
Registrant and A I M Advisors, Inc., incorporated herein by
reference to Registrant's PEA No. 89 on Form N-1A, filed on
February 6, 2008.

- (12) Amendment No. 11, dated July 1, 2007, to Master Investment
Advisory Agreement, dated June 21, 2000, between Registrant and A
I M Advisors, Inc., incorporated herein by reference to
Registrant's PEA No. 89 on Form N-1A, filed on February 6, 2008.

- (13) Amendment No. 12, dated April 30, 2008, to Master Investment
Advisory Agreement, dated June 21, 2000, between Registrant and
Invesco Aim Advisors, Inc., formerly A I M Advisors, Inc.,
incorporated herein by reference to Registrant's PEA No. 91 on
Form N-1A, filed on July 22, 2008.

- (14) Form of Amendment No. 13, dated [_______, 2009], to Master
Investment Advisory Agreement, dated June 21, 2000, between
Registrant and Invesco Aim Advisors, Inc., formerly A I M
Advisors, Inc., incorporated herein by reference to Registrant's
PEA No. 94 on Form N-1A, filed on April 30, 2009.

(b) - (1) Master Intergroup Sub-Advisory Contract for Mutual Funds,
dated May 1, 2008 between Invesco Aim Advisors, Inc., on behalf
of Registrant, and each of Invesco Asset Management Deutschland
GmbH, Invesco Asset Management Ltd., Invesco Asset Management
(Japan) Limited, Invesco Australia Limited, Invesco Global Asset
Management (N.A.), Inc., Invesco Hong Kong Limited, Invesco
Institutional (N.A.), Inc., Invesco Senior Secured Management,
Inc. and AIM Funds Management, Inc. (now known as Invesco Trimark
Ltd.), incorporated herein by reference to Registrant's PEA No.
91 on Form N-1A, filed on July 22, 2008.

- (2) Form of Amendment No. 1, dated [_______, 2009], to Master
Intergroup Sub-Advisory Contract for Mutual Funds, dated May 1,
2008 between Invesco Aim Advisors, Inc., on behalf of Registrant,
and each of Invesco Asset Management Deutschland GmbH, Invesco
Asset Management Ltd., Invesco Asset Management (Japan) Limited,
Invesco Australia Limited, Invesco Global Asset Management
(N.A.), Inc., Invesco Hong Kong Limited, Invesco Institutional
(N.A.), Inc., Invesco Senior Secured Management, Inc. and Invesco
Trimark Ltd., incorporated herein by reference to Registrant's
PEA No. 94 on Form N-1A, filed on April 30, 2009.

(7) (a) - (1) First Restated Master Distribution Agreement, made as of
August 13, 2003, as subsequently amended, and as restated
September 20, 2006, by and between Registrant (all classes of
shares except Class B shares) and A I M Distributors, Inc.,
incorporated herein by reference to Registrant's PEA No. 88 on
Form N-1A, filed on February 28, 2007.

C-5

- (2) Amendment No. 1, dated December 8, 2006, to the First
Restated Master Distribution Agreement, made as of August 18,
2003, as subsequently amended, and as restated September 20,
2006, by and between Registrant (all classes of shares except
Class B shares), and A I M Distributors, Inc., incorporated
herein by reference to Registrant's PEA No. 88 on Form N-1A,
filed on February 28, 2007.

- (3) Amendment No. 2, dated January 31, 2007, to the First
Restated Master Distribution Agreement, made as of August 18,
2003, as subsequently amended, and as restated September 20,
2006, by and between Registrant (all classes of shares except
Class B shares), and A I M Distributors, Inc., incorporated
herein by reference to Registrant's PEA No. 88 on Form N-1A,
filed on February 28, 2007.

- (4) Amendment No. 3, dated February 28, 2007, to the First
Restated Master Distribution Agreement, made as of August 18,
2003, as subsequently amended, and as restated September 20,
2006, by and between Registrant (all classes of shares except
Class B shares), and A I M Distributors, Inc., incorporated
herein by reference to Registrant's PEA No. 89 on Form N-1A,
filed on February 6, 2008.

- (5) Amendment No. 4, dated March 9, 2007, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (all classes of shares except Class B shares),
and A I M Distributors, Inc., incorporated herein by reference to
Registrant's PEA No. 89 on Form N-1A, filed on February 6, 2008.

- (6) Amendment No. 5, dated April 23, 2007, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (all classes of shares except Class B shares),
and A I M Distributors, Inc., incorporated herein by reference to
Registrant's PEA No. 89 on Form N-1A, filed on February 6, 2008.

- (7) Amendment No. 6, dated September 28, 2007, to the First
Restated Master Distribution Agreement, made as of August 18,
2003, as subsequently amended, and as restated September 20,
2006, by and between Registrant (all classes of shares except
Class B shares), and A I M Distributors, Inc., incorporated
herein by reference to Registrant's PEA No. 89 on Form N-1A,
filed on February 6, 2008.

- (8) Amendment No. 7, dated December 20, 2007, to the First
Restated Master Distribution Agreement, made as of August 18,
2003, as subsequently amended, and as restated September 20,
2006, by and between Registrant (all classes of shares except
Class B shares), and A I M Distributors, Inc., incorporated
herein by reference to Registrant's PEA No. 89 on Form N-1A,
filed on February 6, 2008.

- (9) Amendment No. 8, dated April 28, 2008, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (all classes of shares except B shares), and
Invesco Aim Distributors, Inc., formerly A I M Distributors,
Inc., incorporated herein by reference to Registrant's PEA No. 91
on Form N-1A, filed on July 22, 2008.

C-6

- (10) Amendment No. 9, dated April 30, 2008, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (all classes of shares except B shares), and
Invesco Aim Distributors, Inc., formerly A I M Distributors,
Inc., incorporated herein by reference to Registrant's PEA No. 91
on Form N-1A, filed on July 22, 2008.

- (11) Amendment No. 10, dated May 1, 2008, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (all Classes of Shares except Class B shares)
and Invesco Aim Distributors, Inc., incorporated herein by
reference to Registrant's PEA No. 91 on Form N-1A, filed on July
22, 2008.

- (12) Amendment No. 11, dated July 24, 2008, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (all Classes of Shares except Class B shares)
and Invesco Aim Distributors, Inc., incorporated herein by
reference to Registrant's PEA No. 94 on Form N-1A, filed on April
30, 2009.

- (13) Amendment No. 12, dated October 3, 2008, to the First
Restated Master Distribution Agreement, made as of August 18,
2003, as subsequently amended, and as restated September 20,
2006, by and between Registrant (all Classes of Shares except
Class B shares) and Invesco Aim Distributors, Inc., incorporated
herein by reference to Registrant's PEA No. 94 on Form N-1A,
filed on April 30, 2009.

- (14) Amendment No. 13, dated May 29, 2009, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (all Classes of Shares except Class B shares)
and Invesco Aim Distributors, Inc., is filed herewith
electronically.

- (15) Amendment No. 14, dated June 2, 2009, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (all Classes of Shares except Class B shares)
and Invesco Aim Distributors, Inc., is filed herewith
electronically.

(b) - (1) First Restated Master Distribution Agreement, made as of
August 18, 2003, as subsequently amended, and as restated
September 20, 2006, by and between Registrant (Class B shares)
dated August 18, 2003, between Registrant and A I M Distributors,
Inc., incorporated herein by reference to Registrant's PEA No. 88
on Form N-1A, filed on February 28, 2007.

- (2) Amendment No. 1, dated January 31, 2007, to the First
Restated Master Distribution Agreement, made as of August 18,
2003, as subsequently amended, and as restated September 20,
2006, by and between Registrant (Class B shares) dated August 18,
2003, between Registrant and A I M Distributors, Inc.,
incorporated herein by reference to Registrant's PEA No. 88 on
Form N-1A, filed on February 28, 2007.

C-7

- (3) Amendment No. 2, dated February 28, 2007, to the First
Restated Master Distribution Agreement, made as of August 18,
2003, as subsequently amended, and as restated September 20,
2006, by and between Registrant (Class B shares) dated August 18,
2003, between Registrant and A I M Distributors, Inc.,
incorporated herein by reference to Registrant's PEA No. 89 on
Form N-1A, filed on February 6, 2008.

- (4) Amendment No. 3, dated March 9, 2007, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (Class B shares) dated August 18, 2003,
between Registrant and A I M Distributors, Inc., incorporated
herein by reference to Registrant's PEA No. 89 on Form N-1A,
filed on February 6, 2008.

- (5) Amendment No. 4, dated April 23, 2007, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (Class B shares) dated August 18, 2003,
between Registrant and A I M Distributors, Inc., incorporated
herein by reference to Registrant's PEA No. 89 on Form N-1A,
filed on February 6, 2008.

- (6) Amendment No. 5, dated April 30, 2008, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (Class B shares) and Invesco Aim Distributors,
Inc., formerly A I M Distributors, Inc., incorporated herein by
reference to Registrant's PEA No. 91 on Form N-1A, filed on July
22, 2008.

- (7) Amendment No. 6, dated May 1, 2008, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (Class B shares) and Invesco Aim Distributors,
Inc., formerly A I M Distributors, Inc., incorporated herein by
reference to Registrant's PEA No. 91 on Form N-1A, filed on July
22, 2008.

- (8) Amendment No. 7, dated July 24, 2008, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (Class B shares) and Invesco Aim Distributors,
Inc., incorporated herein by reference to Registrant's PEA No. 94
on Form N-1A, filed on April 30, 2009.

- (9) Amendment No. 8, dated May 29, 2009, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (Class B shares) and Invesco Aim Distributors,
Inc., is filed herewith electronically.

- (10) Amendment No. 9, dated June 2, 2009, to the First Restated
Master Distribution Agreement, made as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006, by and
between Registrant (Class B shares) and Invesco Aim Distributors,
Inc., is filed herewith electronically.

(c) - Form of Selected Dealer Agreement between Invesco Aim
Distributors, Inc. and selected dealers, incorporated herein by
reference to Registrant's PEA No. 94 on Form N-1A, filed on April
30, 2009.

C-8

(d) - Form of Bank Selling Group Agreement between Invesco Aim
Distributors, Inc. and banks, incorporated herein by reference to
Registrant's PEA No. 94 on Form N-1A, filed on April 30, 2009.

(8) (a) - Form of AIM Funds Retirement Plan for Eligible
Directors/Trustees, as amended and restated as of January 1,
2008, incorporated herein by reference to Registrant's PEA No. 94
on Form N-1A, filed on April 30, 2009.

(b) - Form of AIM Funds Trustee Deferred Compensation Agreement, as
amended January 1, 2008, incorporated herein by reference to
Registrant's PEA No. 94 on Form N-1A, filed on April 30, 2009.

(9) (a) - (1) Master Custodian Contract, dated May 1, 2000, between
Registrant and State Street Bank and Trust Company, incorporated
herein by reference to Registrant's PEA No. 67 on Form N-1A,
filed on February 23, 2001.

- (2) Amendment, dated May 1, 2000, to the Custodian Contract,
dated May 1, 2000, between Registrant and State Street Bank and
Trust Company, incorporated herein by reference to Registrant's
PEA No. 67 on Form N-1A, filed on February 23, 2001.

- (3) Amendment, dated June 29, 2001, to the Master Custodian
Contract, dated May 1, 2000, between Registrant and State Street
Bank and Trust Company, incorporated herein by reference to
Registrant's PEA No. 70 on Form N-1A, filed on December 28, 2001.

- (4) Amendment, dated April 2, 2002, to the Custodian Contract
dated May 1, 2000 between Registrant and State Street Bank and
Trust Company, incorporated herein by reference to Registrant's
PEA No. 72 on Form N-1A, filed on May 22, 2002.

- (5) Amendment, dated September 8, 2004, to the Custodian Contract
dated May 1, 2000 between Registrant and State Street Bank and
Trust Company, incorporated herein by reference to Registrant's
PEA No. 81 on Form N-1A, filed on December 23, 2004.

- (6) Amendment, dated February 8, 2006, to the Custodian Contract,
dated May 1, 2000, between Registrant and State Street Bank and
Trust Company, incorporated herein by reference to Registrant's
PEA No. 87 on Form N-1A, filed on February 23, 2006.

- (7) Amendment, dated as of January 31, 2007, to Master Custodian
Contract, dated May 1, 2000, between Registrant and State Street
Bank and Trust Company. , incorporated herein by reference to
Registrant's PEA No. 88 on Form N-1A, filed on February 28, 2007.

(b) - (1) Subcustodian Agreement, dated September 9, 1994, between
Registrant, Texas Commerce Bank National Association, State
Street Bank and Trust Company and A I M Fund Services, Inc. (now
known as AIM Investment Services, Inc.), incorporated herein by
reference to Registrant's PEA No. 44 on Form N-1A, filed on
February 24, 1995.

C-9

- (2) Amendment No. 1, dated October 2, 1998, to Subcustodian
Agreement between Registrant, Chase Bank of Texas, N.A. (formerly
Texas Commerce Bank), State Street and Trust Company and A I M
Fund Services, Inc. (now known as AIM Investment Services, Inc.),
incorporated herein by reference to Registrant's PEA No. 62 on
Form N-1A, filed on January 6, 2000.

- (3) Amendment No. 2, dated March 15, 2002, to the Subcustodian
Agreement, dated September 9, 1994, as amended October 2, 1998
among JPMorgan Chase Bank (formerly known as Chase Bank of Texas,
N.A.), State Street Bank and Trust Company and A I M Fund
Services, Inc. (now known as AIM Investment Services, Inc.),
incorporated herein by reference to Registrant's PEA No. 76 on
Form N-1A, filed on March 3, 2003.

- (4) Amendment No. 3, dated May 1, 2004, to the Subcustodian
Agreement, dated September 9, 1994, between Registrant, JPMorgan
Chase Bank (formerly Chase Bank of Texas, N.A., State Street Bank
and Trust Company and A I M Fund Services, Inc. (now known as AIM
Investment Services, Inc.), incorporated herein by reference to
Registrant's PEA No. 87 on Form N-1A, filed on February 23, 2006.

(c) - Subcustodian Agreement, dated January 20, 1993, between State
Street Bank and Trust Company and The Bank of New York,
incorporated herein by reference to Registrant's PEA No. 78 on
Form N-1A, filed on February 24, 2004.

(d) - Foreign Assets Delegation Agreement, dated November 6, 2006,
between A I M Advisors, Inc. and Registrant., incorporated herein
by reference to Registrant's PEA No. 89 on Form N-1A, filed on
February 6, 2008.

(10)(a) - (1) First Restated Master Distribution Plan, effective as of
August 18, 2003, as subsequently amended, and as restated
September 20, 2006 (Class A shares), incorporated herein by
reference to Registrant's PEA No. 88 on Form N-1A, filed on
February 28, 2007.

- (2) Amendment No. 1, dated January 31, 2007, to the First
Restated Master Distribution Plan, effective as of August 18,
2003, as subsequently amended, and as restated September 20, 2006
(Class A shares). , incorporated herein by reference to
Registrant's PEA No. 88 on Form N-1A, filed on February 28, 2007.

- (3) Amendment No. 2, dated February 28, 2007, to the First
Restated Master Distribution Plan, effective as of August 18,
2003, as subsequently amended, and as restated September 20, 2006
(Class A shares), incorporated herein by reference to
Registrant's PEA No. 89 on Form N-1A, filed on February 6, 2008.

- (4) Amendment No. 3, dated March 9, 2007, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class A
shares), incorporated herein by reference to Registrant's PEA No.
89 on Form N-1A, filed on February 6, 2008.

- (5) Amendment No. 4, dated April 23, 2007, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class A
shares), incorporated herein by reference to Registrant's PEA No.
89 on Form N-1A, filed on February 6, 2008.

C-10

- (6) Amendment No. 5, dated April 30, 2008, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class A
shares), incorporated herein by reference to Registrant's PEA No.
91 on Form N-1A, filed on July 22, 2008.

- (7) Amendment No. 6, dated May 1, 2008, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class A
shares), incorporated herein by reference to Registrant's PEA No.
91 on Form N-1A, filed on July 22, 2008.

- (8) Amendment No. 7, dated July 24, 2008, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class A
shares), incorporated herein by reference to Registrant's PEA No.
94 on Form N-1A, filed on April 30, 2009.

- (9) Amendment No. 8, dated May 29, 2009, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class A
shares), is filed herewith electronically.

- (10) Amendment No. 9, dated June 2, 2009, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class A
shares), is filed herewith electronically.

(b) - (1) First Restated Master Distribution Plan, effective as of
August 18, 2003, and as restated September 20, 2006 (Class B
shares) (Securitization Feature). , incorporated herein by
reference to Registrant's PEA No. 88 on Form N-1A, filed on
February 28, 2007.

- (2) Amendment 1, dated January 31, 2007, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, and as
restated September 20, 2006 (Class B shares) (Securitization
Feature). , incorporated herein by reference to Registrant's PEA
No. 88 on Form N-1A, filed on February 28, 2007.

- (3) Amendment No. 2, dated February 28, 2007, to the First
Restated Master Distribution Plan, effective as of August 18,
2003, and as restated September 20, 2006 (Class B shares)
(Securitization Feature), incorporated herein by reference to
Registrant's PEA No. 89 on Form N-1A, filed on February 6, 2008.

- (4) Amendment No. 3, dated March 9, 2007, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, and as
restated September 20, 2006 (Class B shares) (Securitization
Feature), incorporated herein by reference to Registrant's PEA
No. 89 on Form N-1A, filed on February 6, 2008.

- (5) Amendment No. 4, dated April 23, 2007, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, and as
restated September 20, 2006 (Class B shares) (Securitization
Feature), incorporated herein by reference to Registrant's PEA
No. 89 on Form N-1A, filed on February 6, 2008.

C-11

- (6) Amendment No. 5, dated April 30, 2008, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, and as
restated September 20, 2006 (Class B shares) (Securitization
Feature), incorporated herein by reference to Registrant's PEA
No. 91 on Form N-1A, filed on July 22, 2008.

- (7) Amendment No. 6, dated May 1, 2008, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, and as
restated September 20, 2006 (Class B shares) (Securitization
Feature), incorporated herein by reference to Registrant's PEA
No. 91 on Form N-1A, filed on July 22, 2008.

- (8) Amendment No. 7, dated July 24, 2008, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, and as
restated September 20, 2006 (Class B shares) (Securitization
Feature), incorporated herein by reference to Registrant's PEA
No. 94 on Form N-1A, filed on April 30, 2009.

- (9) Amendment No. 8, dated May 29, 2009, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, and as
restated September 20, 2006 (Class B shares) (Securitization
Feature), is filed herewith electronically.

- (10) Amendment No. 9, dated June 2, 2009, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, and as
restated September 20, 2006 (Class B shares) (Securitization
Feature), is filed herewith electronically.

(c) - (1) First Restated Master Distribution Plan, effective as of
August 18, 2003, as subsequently amended, and as restated
September 20, 2006 (Class C shares) , incorporated herein by
reference to Registrant's PEA No. 88 on Form N-1A, filed on
February 28, 2007.

- (2) Amendment No. 1, dated January 31, 2007, to the First
Restated Master Distribution Plan, effective as of August 18,
2003, as subsequently amended, and as restated September 20, 2006
(Class C shares), incorporated herein by reference to
Registrant's PEA No. 88 on Form N-1A, filed on February 28, 2007.

- (3) Amendment No. 2, dated February 28, 2007, to the First
Restated Master Distribution Plan, effective as of August 18,
2003, as subsequently amended, and as restated September 20, 2006
(Class C shares), incorporated herein by reference to
Registrant's PEA No. 89 on Form N-1A, filed on February 6, 2008.

- (4) Amendment No. 3, dated March 9, 2007, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class C
shares), incorporated herein by reference to Registrant's PEA No.
89 on Form N-1A, filed on February 6, 2008.

- (5) Amendment No. 4, dated April 23, 2007, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class C
shares), incorporated herein by reference to Registrant's PEA No.
89 on Form N-1A, filed on February 6, 2008.

C-12

- (6) Amendment No. 5, dated April 30, 2008, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class C
shares), incorporated herein by reference to Registrant's PEA No.
91 on Form N-1A, filed on July 22, 2008.

- (7) Amendment No. 6, dated May 1, 2008, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class C
shares), incorporated herein by reference to Registrant's PEA No.
91 on Form N-1A, filed on July 22, 2008.

- (8) Amendment No. 7, dated July 24, 2008, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class C
shares), incorporated herein by reference to Registrant's PEA No.
94 on Form N-1A, filed on April 30, 2009.

(d) - (1) Second Amended and Restated Master Distribution Plan, dated
December 8, 2006, between Registrant (Class P shares) and A I M
Distributors, Inc., incorporated herein by reference to
Registrant's PEA No. 90 on Form N-1A, filed on February 19, 2008.

- (2) Amendment No. 1, dated April 30, 2008, to the Second Amended
and Restated Master Distribution Plan, dated December 8, 2006,
between Registrant (Class P shares) and Invesco Aim Distributors,
Inc., formerly A I M Distributors, Inc., incorporated herein by
reference to Registrant's PEA No. 91 on Form N-1A, filed on July
22, 2008.

(e) - (1) First Restated Master Distribution Plan, effective as of
August 18, 2003, as subsequently amended, and as restated
September 20, 2006 (Class R shares) , incorporated herein by
reference to Registrant's PEA No. 88 on Form N-1A, filed on
February 28, 2007.

- (2) Amendment No. 1, dated January 31, 2007, to the First
Restated Master Distribution Plan, effective as of August 18,
2003, as subsequently amended, and as restated September 20, 2006
(Class R shares), incorporated herein by reference to
Registrant's PEA No. 88 on Form N-1A, filed on February 28, 2007.

- (3) Amendment No. 2, dated February 28, 2007, to the First
Restated Master Distribution Plan, effective as of August 18,
2003, as subsequently amended, and as restated September 20, 2006
(Class R shares), incorporated herein by reference to
Registrant's PEA No. 89 on Form N-1A, filed on February 6, 2008.

- (4) Amendment No. 3, dated April 30, 2008, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class R
shares), incorporated herein by reference to Registrant's PEA No.
91 on Form N-1A, filed on July 22, 2008.

C-13

- (5) Amendment No. 4, dated May 29, 2009, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class R
shares), is filed herewith electronically.

- (6) Amendment No. 5, dated June 2, 2009, to the First Restated
Master Distribution Plan, effective as of August 18, 2003, as
subsequently amended, and as restated September 20, 2006 (Class R
shares), is filed herewith electronically.

(f) - (1) First Restated Master Distribution Plan (Compensation)
effective as of July 1, 2004, as subsequently amended, and as
restated September 20, 2006 (Investor Class shares), incorporated
herein by reference to Registrant's PEA No. 88 on Form N-1A,
filed on February 28, 2007.

- (2) Amendment No. 1, dated December 20, 2007, to the First
Restated Master Distribution Plan (Compensation) effective as of
July 1, 2004, as subsequently amended, and as restated September
20, 2006 (Investor Class shares), incorporated herein by
reference to Registrant's PEA No. 89 on Form N-1A, filed on
February 6, 2008.

- (3) Amendment No. 2, dated April 28, 2008, to the First Restated
Master Distribution Plan (Compensation) effective as of July 1,
2004, as subsequently amended, and as restated September 20, 2006
(Investor Class shares), incorporated herein by reference to
Registrant's PEA No. 91 on Form N-1A, filed on July 22, 2008.

(g) - (1) First Restated Master Distribution Plan (Reimbursement)
effective as of July 1, 2004, as subsequently amended, and as
restated September 20, 2006 (Investor Class shares), incorporated
herein by reference to Registrant's PEA No. 88 on Form N-1A,
filed on February 28, 2007.

- (2) Amendment No. 1, dated April 30, 2008, to the First Restated
Master Distribution Plan (Reimbursement) effective as of July 1,
2004, as subsequently amended, and as restated September 20, 2006
(Investor Class shares), incorporated herein by reference to
Registrant's PEA No. 91 on Form N-1A, filed on July 22, 2008.

(h) - Master Related Agreement to First Restated Master Distribution
Plan (Class A shares), incorporated herein by reference to
Registrant's PEA No. 91 on Form N-1A, filed on July 22, 2008.

(i) - Master Related Agreement to First Restated Master Distribution
Plan (Class C shares), incorporated herein by reference to
Registrant's PEA No. 91 on Form N-1A, filed on July 22, 2008.

(j) - Master Related Agreement to Second Amended and Restated Master
Distribution Plan (Class P shares), incorporated herein by
reference to Registrant's PEA No. 94 on Form N-1A, filed on April
30, 2009.

(k) - Master Related Agreement to First Restated Master Distribution
Plan (Class R shares), incorporated herein by reference to
Registrant's PEA No. 91 on Form N-1A, filed on July 22, 2008.

C-14

(l) - Master Related Agreement to First Restated Master Distribution
Plan (Compensation) (Investor Class shares), incorporated herein
by reference to Registrant's PEA No. 91 on Form N-1A, filed on
July 22, 2008.

(m) - Master Related Agreement to First Restated Master Distribution
Plan (Reimbursement) (Investor Class shares), incorporated herein
by reference to Registrant's PEA No. 91 on Form N-1A, filed on
July 22, 2008.

(n) - Fourteenth Amended and Restated Multiple Class Plan of the AIM
Family of Funds(R) effective December 12, 2001, as amended and
restated, October 3, 2008, incorporated herein by reference to
Registrant's PEA No. 94 on Form N-1A, filed on April 30, 2009.

(11) - Opinion of Counsel and Consent of Counsel that shares will be
validly issued, fully paid and non-assessable (Stradley Ronon
Stephens & Young, LLP) is filed herewith electronically.

(12) - Opinion and Consent of Counsel with respect to certain tax
consequences (Stradley Ronon Stephens & Young, LLP), will be
filed as part of a Post-Effective Amendment to a Registration
Statement on Form N-1A.

(13)(a) - (1) Third Amended and Restated Transfer Agency and Service
Agreement, dated July 1, 2006, between Registrant and AIM
Investment Services, Inc., incorporated herein by reference to
Registrant's PEA No. 88 on Form N-1A, filed on February 28, 2007.

- (2) Amendment No. 1, dated July 1, 2007, to Third Amended and
Restated Transfer Agency and Service Agreement, dated July 1,
2006, between Registrant and AIM Investment Services, Inc.,
incorporated herein by reference to Registrant's PEA No. 89 on
Form N-1A, filed on February 6, 2008.

- (3) Amendment No. 2, dated October 3, 2008, to Third Amended and
Restated Transfer Agency and Services Agreement, dated July 1,
2006, between Registrant and Invesco Aim Services, Inc., formerly
AIM Investment Services, Inc., incorporated herein by reference
to Registrant's PEA No. 94 on Form N-1A, filed on April 30, 2009.

(b) - Shareholder Sub-Accounting Services Agreement between Registrant,
First Data Investor Services Group (formerly The Shareholder
Services Group, Inc.), Financial Data Services Inc. and Merrill
Lynch, Pierce, Fenner & Smith Inc., dated October 1, 1993,
incorporated herein by reference to Registrant's PEA No. 40 on
Form N-1A, filed on February 26, 1992.

(c) - (1) Second Amended and Restated Master Administrative Service
Agreement dated July 1, 2006, between Registrant and A I M
Advisors, Inc., incorporated herein by reference to Registrant's
PEA No. 88 on Form N-1A, filed on February 28, 2007.

- (2) Amendment No. 1, dated February 28, 2007, to Second Amended
and Restated Master Administrative Service Agreement dated July
1, 2006, between Registrant and A I M Advisors, Inc.,
incorporated herein by reference to Registrant's PEA No. 89 on
Form N-1A, filed on February 6, 2008.

C-15

- (3) Amendment No. 2, dated April 30, 2008, to Second Amended and
Restated Master Administrative Service Agreement dated July 1,
2006, between Registrant and Invesco Aim Advisors, Inc., formerly
A I M Advisors, Inc., incorporated herein by reference to
Registrant's PEA No. 91 on Form N-1A, filed on July 22, 2008.

- (4) Form of Amendment No. 3, dated [_______, 2009], to Second
Amended and Restated Master Administrative Service Agreement
dated July 1, 2006, between Registrant and Invesco Aim Advisors,
Inc., formerly A I M Advisors, Inc., incorporated herein by
reference to Registrant's PEA No. 94 on Form N-1A, filed on April
30, 2009.

(d) - Fourth Amended and Restated Memorandum of Agreement, regarding
securities lending, dated May 29, 2009, between Registrant, on
behalf of all Funds, and Invesco Aim Advisors, Inc., is filed
herewith electronically.

(e) - Memorandum of Agreement, regarding expense limitations, dated
June 2, 2009, between Registrant (on behalf of AIM Large Cap
Basic Value and AIM Large Cap Growth Fund) and Invesco Aim
Advisors, Inc. is filed herewith electronically.

(f) - Memorandum of Agreement, regarding advisory fee waivers, dated
July 1, 2008, between Registrant (on behalf of AIM Charter Fund
and AIM Constellation Fund) and Invesco Aim Advisors, Inc.,
incorporated herein by reference to Registrant's PEA No. 91 on
Form N-1A, filed on July 22, 2008.

(g) - Memorandum of Agreement, dated June 2, 2009, regarding Affiliated
Money Market Fund Waiver, between Registrant and Invesco Aim
Advisors, Inc., is filed herewith electronically.

(h) - Third Amended and Restated Interfund Loan Agreement, dated
December 30, 2005, between Registrant and A I M Advisors, Inc.,
incorporated herein by reference to Registrant's PEA No. 88 on
Form N-1A, filed on February 28, 2007.

(i) - Expense Reimbursement Agreement Related to DST Transfer Agent
System Conversion dated June 30, 2003, incorporated herein by
reference to Registrant's PEA No. 79 on Form N-1A, filed on March
1, 2004.

(14)(a) - Consent of Pricewaterhouse Coopers LLP is filed herewith.

(b) - Consent of Ernst & Young, LLP is filed herewith.

(15) - Omitted Financial Statements - None.

(16)(a) - Powers of Attorney regarding the proposed reorganization of
Atlantic Whitehall Equity Income Fund with and into AIM
Disciplined Equity Fund for Baker, Bayley, Bunch, Crockett,
Dowden, Fields, Flanagan, Frischling, Mathai-Davis, Pennock,
Soll, Stickel, and Taylor is filed herewith electronically.

(16)(b) - Powers of Attorney regarding the reorganization of Atlantic
Whitehall Growth Fund with and into AIM Large Cap Growth Fund for
Baker, Bayley, Bunch, Crockett, Dowden, Fields, Flanagan,
Frischling, Mathai-Davis, Pennock, Soll, Stickel, and Taylor is
filed herewith electronically.

(17)(a) - Form of Proxy relating to the Special Meeting of Shareholders of
Atlantic Whitehall Equity Income Fund is filed herewith
electronically.

C-16

(b) - Form of Proxy relating to the Special Meeting of Shareholders of
Atlantic Whitehall Growth Fund is filed herewith electronically.

Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is
a part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act [17 CRF 230.145c], the reoffering prospectus will
contain the information called for by the applicable registration form
for the reofferings by persons who may be deemed underwriters, in
addition to the information called for by the other items of the
applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to
the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.

(3) The undersigned Registrant undertakes to file by post-effective
amendment the opinion of counsel regarding tax consequences of the
proposed reorganization required by Item 16(12) of Form N-14 within a
reasonable time after receipt of such opinion.

C-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement on Form N-14 to be signed
on its behalf by the undersigned, thereto duly authorized, in the City of
Houston, Texas on the 26th day of June, 2009.

REGISTRANT: AIM EQUITY FUNDS

By: /s/ Philip A. Taylor
------------------------------------
Philip A. Taylor, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form N-14 has been signed below by the following
persons in the capacities and on the dates indicated:

SIGNATURES TITLE DATE
------------------------------------- ----------------------------- -------------

/s/ Philip A. Taylor Trustee & President
------------------------------------- (Principal Executive Officer) June 26, 2009
(Philip A. Taylor)

/s/ Bob R. Baker* Trustee June 26, 2009
-------------------------------------
(Bob R. Baker)

/s/ Frank S. Bayley* Trustee June 26, 2009
-------------------------------------
(Frank S. Bayley)

/s/ James T. Bunch* Trustee June 26, 2009
-------------------------------------
(James T. Bunch)

/s/ Bruce L. Crockett* Chair & Trustee June 26, 2009
-------------------------------------
(Bruce L. Crockett)

/s/ Albert R. Dowden* Trustee June 26, 2009
-------------------------------------
(Albert R. Dowden)

/s/ Jack M. Fields* Trustee June 26, 2009
-------------------------------------
(Jack M. Fields)

/s/ Martin L. Flanagan* Trustee June 26, 2009
-------------------------------------
(Martin L. Flanagan)

/s/ Carl Frischling* Trustee June 26, 2009
-------------------------------------
(Carl Frischling)

/s/ Prema Mathai-Davis* Trustee June 26, 2009
-------------------------------------
(Prema Mathai-Davis)

/s/ Lewis F. Pennock* Trustee June 26, 2009
-------------------------------------
(Lewis F. Pennock)

/s/ Larry Soll* Trustee June 26, 2009
-------------------------------------
(Larry Soll)

/s/ Raymond Stickel, Jr.* Trustee June 26, 2009
-------------------------------------
(Raymond Stickel, Jr.)

Vice President & Treasurer
/s/ Sheri Morris (Principal Financial and June 26, 2009
------------------------------------- Accounting Officer)
(Sheri Morris)

*By /s/ Philip A. Taylor
---------------------------------
Philip A. Taylor
Attorney-in-Fact

* Philip A. Taylor, pursuant to powers of attorney dated June 17, 2009, filed
herewith.

INDEX

Exhibit
Number Description
------- ---------------------------------------------------------------------

7(a) 14 Amendment No. 13, dated May 29, 2009, to the First Restated Master
Distribution Agreement, made as of August 18, 2003, as subsequently
amended, and as restated September 20, 2006, by and between
Registrant (all Classes of Shares except Class B shares) and Invesco
Aim Distributors, Inc.,

7(a) 15 Amendment No. 14, dated June 2, 2009, to the First Restated Master
Distribution Agreement, made as of August 18, 2003, as subsequently
amended, and as restated September 20, 2006, by and between
Registrant (all Classes of Shares except Class B shares) and Invesco
Aim Distributors, Inc.

7(b) 9 Amendment No. 8, dated May 29, 2009, to the First Restated Master
Distribution Agreement, made as of August 18, 2003, as subsequently
amended, and as restated September 20, 2006, by and between
Registrant (Class B shares) and Invesco Aim Distributors, Inc.,

7(b) 10 Amendment No. 9, dated June 2, 2009, to the First Restated Master
Distribution Agreement, made as of August 18, 2003, as subsequently
amended, and as restated September 20, 2006, by and between
Registrant (Class B shares) and Invesco Aim Distributors, Inc.,

10(a) 9 Amendment No. 8, dated May 29, 2009, to the First Restated Master
Distribution Plan, effective as of August 18, 2003, as subsequently
amended, and as restated September 20, 2006 (Class A shares)

10(a) 10 Amendment No. 9, dated June 2, 2009, to the First Restated Master
Distribution Plan, effective as of August 18, 2003, as subsequently
amended, and as restated September 20, 2006 (Class A shares)

10(b) 9 Amendment No. 8, dated May 29, 2009, to the First Restated Master
Distribution Plan, effective as of August 18, 2003, and as restated
September 20, 2006 (Class B shares) (Securitization Feature)

10(b) 10 Amendment No. 9, dated June 2, 2009, to the First Restated Master
Distribution Plan, effective as of August 18, 2003, and as restated
September 20, 2006 (Class B shares) (Securitization Feature)

10(c) 9 Amendment No. 8, dated May 29, 2009, to the First Restated Master
Distribution Plan, effective as of August 18, 2003, as subsequently
amended, and as restated September 20, 2006 (Class C shares)

10(c) 10 Amendment No. 9, dated June 2, 2009, to the First Restated Master
Distribution Plan, effective as of August 18, 2003, as subsequently
amended, and as restated September 20, 2006 (Class C shares)

10(e) 5 Amendment No. 4, dated May 29, 2009, to the First Restated Master
Distribution Plan, effective as of August 18, 2003, as subsequently
amended, and as restated September 20, 2006 (Class R shares)

10(e) 6 Amendment No. 5, dated June 2, 2009, to the First Restated Master
Distribution Plan, effective as of August 18, 2003, as subsequently
amended, and as restated September 20, 2006 (Class R shares)

11 Opinion of Counsel and Consent of Counsel that shares will be validly
issued, fully paid and non-assessable (Stradley Ronon Stephens &
Young, LLP)

13(d) Fourth Amended and Restated Memorandum of Agreement, regarding
securities lending, dated May 29, 2009, between Registrant, on behalf
of all Funds, and Invesco Aim Advisors, Inc.

13(e) Memorandum of Agreement, regarding expense limitations, dated June 2,
2009, between Registrant (on behalf of AIM Large Cap Basic Value and
AIM Large Cap Growth Fund) and Invesco Aim Advisors, Inc.

13(g) Memorandum of Agreement, dated June 2, 2009, regarding Affiliated
Money Market Fund Waiver, between Registrant and Invesco Aim
Advisors, Inc.

14(a) Consent of Pricewaterhouse Coopers LLP

14(b) Consent of Ernst & Young, LLP

16(a) Powers of Attorney regarding the proposed reorganization of Atlantic
Whitehall Equity Income Fund with and into AIM Disciplined Equity
Fund for Baker, Bayley, Bunch, Crockett, Dowden, Fields, Flanagan,
Frischling, Mathai-Davis, Pennock, Soll, Stickel, and Taylor

16(b) Powers of Attorney regarding the reorganization of Atlantic Whitehall
Growth Fund with and into AIM Large Cap Growth Fund for Baker,
Bayley, Bunch, Crockett, Dowden, Fields, Flanagan, Frischling,
Mathai-Davis, Pennock, Soll, Stickel, and Taylor

17(a) Form of Proxy relating to the Special Meeting of Shareholders of
Atlantic Whitehall Equity Income Fund

17(b) Form of Proxy relating to the Special Meeting of Shareholders of
Atlantic Whitehall Growth Fund