SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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14a-6(e)(2))
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[ ] Soliciting Material Pursuant to Section 240.14a-12
AIM GROWTH SERIES
(Name of Registrant as Specified In Its Charter)
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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AIM GROWTH SERIES
AIM INDEPENDENCE NOW FUND
AIM INDEPENDENCE 2010 FUND
AIM INDEPENDENCE 2020 FUND
AIM INDEPENDENCE 2030 FUND
AIM INDEPENDENCE 2040 FUND
AIM INDEPENDENCE 2050 FUND
11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173
July 23, 2009
Dear Shareholder:
AIM Growth Series (the "Trust") will hold a Special Meeting of Shareholders
(the "Meeting") on August 27, 2009, in Houston, Texas. The purpose of the
Meeting is to vote on an important proposal affecting the funds listed above
(the "Funds"). This package contains important information about the proposal, a
proxy statement, simple instructions on how to vote by phone or via the
Internet, and a business reply envelope for you to vote by mail.
The Board of Trustees of the Trust (the "Board") has carefully considered
the proposal below, believes that it is in the best interests of the Funds and
their shareholders, and unanimously recommends that you vote FOR the proposal.
The enclosed proxy statement provides you with detailed information on the
proposal, including how it will benefit shareholders.
The Board is requesting that you:
1. Approve changing the Funds' sub-classification from "diversified"
to "non-diversified" and approve the elimination of a related fundamental
investment restriction.
2. Transact any other business, not currently contemplated, that may
properly come before the Meeting, in the discretion of the proxies or their
substitutes.
The Board is recommending this change to provide the Funds with more
investment flexibility and allow the Funds to implement desired changes to their
investment objectives and strategies, as described in the enclosed proxy
statement.
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 your shares in person. If you
expect to attend the meeting in person, or have questions, please notify us by
calling (800) 952-3502. 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, Computershare
Fund Services, reminding you to vote your shares.
Sincerely,
/s/ Philip A. Taylor
Philip A. Taylor
President and Principal Executive Officer
AIM GROWTH SERIES
AIM INDEPENDENCE NOW FUND
AIM INDEPENDENCE 2010 FUND
AIM INDEPENDENCE 2020 FUND
AIM INDEPENDENCE 2030 FUND
AIM INDEPENDENCE 2040 FUND
AIM INDEPENDENCE 2050 FUND
11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 27, 2009
To the Shareholders of the funds listed above, each a series portfolio of
AIM Growth Series (each, a "Fund" and collectively, the "Funds").
The Board of Trustees of the Trust (the "Board") has carefully considered
the proposal below, believes that it is in the best interests of the Funds and
their shareholders, and unanimously recommends that you vote FOR the proposal.
The enclosed proxy statement provides you with detailed information on the
proposal, including how it will benefit shareholders.
We cordially invite you to attend our Special Meeting of Shareholders to:
1. Approve changing the Funds' sub-classification from "diversified"
to "non-diversified" and approve the elimination of a related fundamental
investment restriction.
2. 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 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173 on August 27, 2009, at 10:00 a.m., Central Time.
Shareholders of record of one or more of the Funds as of the close of
business on July 16, 2009, are entitled to notice of, and to vote at, the
Special Meeting or any adjournment or postponement of the Special Meeting.
WE REQUEST THAT YOU EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
THE ACCOMPANYING PROXY CARD. THE BOARD IS SOLICITING YOUR VOTE ON THE PROPOSAL
SET FORTH ABOVE. YOU MAY ALSO VOTE BY TELEPHONE OR THROUGH A WEBSITE ESTABLISHED
FOR THAT PURPOSE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY MATERIAL.
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 TRUST'S SECRETARY OR BY VOTING IN PERSON AT THE SPECIAL
MEETING.
/s/ John M. Zerr
JOHN M. ZERR
SECRETARY
July 23, 2009
AIM GROWTH SERIES
AIM INDEPENDENCE NOW FUND
AIM INDEPENDENCE 2010 FUND
AIM INDEPENDENCE 2020 FUND
AIM INDEPENDENCE 2030 FUND
AIM INDEPENDENCE 2040 FUND
AIM INDEPENDENCE 2050 FUND
11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 27, 2009
INFORMATION ABOUT THE SPECIAL MEETING AND VOTING
WHY DID WE SEND YOU THIS PROXY STATEMENT?
We are sending you this Proxy Statement and the enclosed proxy card on
behalf of the funds listed above, (each a "Fund," and together, the "Funds"),
each a series portfolio of AIM Growth Series (the "Trust") because the Board of
Trustees of the Trust (the "Board") is soliciting your proxy to vote at the
Special Meeting of Shareholders and at any adjournments or postponements of the
Special Meeting. This Proxy Statement provides you information about the
business to be conducted at the Special Meeting. 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.
The Trust intends to mail this Proxy Statement, the enclosed Notice of
Special Meeting of Shareholders and the enclosed proxy card on or about July 23,
2009, to all shareholders entitled to vote. The proxy material will also be
available on or about July 23, 2009 at http://www.invescoaim.com. Shareholders
of record of any class of a Fund as of the close of business on July 16, 2009
(the "Record Date"), are entitled to vote their respective shares at the Special
Meeting. The number of shares outstanding of each class of each Fund on the
Record Date can be found in Exhibit A. Each share of a Fund that you own
entitles you to one vote on each proposal set forth in the table below that
applies to the Fund (a fractional share has a fractional vote).
We have previously sent to shareholders the most recent annual report for
their Fund, including financial statements. If you have not received such
report(s) or would like to receive an additional copy, please contact Invesco
Aim Investment Services, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas
77046-1173, or call (800) 959-4246. We will furnish such report(s) free of
charge.
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WHEN AND WHERE WILL THE SPECIAL MEETING BE HELD?
We are holding the Special Meeting at 11 Greenway Plaza, Suite 100,
Houston, Texas 77046 on August 27, 2009, at 10:00 a.m., Central Time.
WHAT IS THE PROPOSAL TO BE VOTED ON AT THE SPECIAL MEETING?
Shareholders of each Fund are being asked to approve changing the Fund's
sub-classification from "diversified" to "non-diversified" and eliminating a
related fundamental investment restriction. The proposed change in sub-
classification will enable each Fund to implement a change to its investment
objective and strategies and its mix of underlying funds, which was approved by
the Board at a meeting held on June 17, 2009.
Each of the Funds currently invests their assets in multiple AIM Funds and
exchange-traded funds advised by Invesco PowerShares Capital Management LLC
("PowerShares"), an affiliate of Invesco Aim. The Board approved changing the
Funds' underlying funds from multiple AIM Funds and PowerShares exchange-traded
funds to a combination of AIM Balanced-Risk Allocation Fund ("ABRA") and cash
instruments, including affiliated money market funds, or 100% ABRA. Because ABRA
is sub-classified as a non-diversified fund, and the Funds will be investing a
significant portion, or, in some cases, all of their assets in ABRA, the Board
and Invesco Aim Advisors, Inc. ("Invesco Aim") believe that the Funds should
also be sub-classified as non-diversified. While the changes to the Funds'
investment objectives and strategies and the mix of underlying funds in which
the Funds invest do not, in and of themselves, require shareholder approval,
changes to the Funds' sub-classification status resulting from these changes do
require shareholder approval.
Shareholders may also transact any other business currently contemplated
that may properly come before the Special Meeting in the discretion of the
proxies or their substitutes.
WHAT OTHER CHANGES WILL BE MADE TO THE FUNDS IF SHAREHOLDERS APPROVE CHANGING
THE FUNDS' SUB-CLASSIFICATION TO NON-DIVERSIFIED?
If shareholders approve changing the Funds from diversified to non-
diversified funds, then the following additional changes will be made to the
Funds. These changes do not require shareholder approval.
NAME CHANGE
<Table>
<Caption>
CURRENT FUND NAME NEW FUND NAME
- -------------------------- --------------------------------------
AIM Independence Now Fund AIM Balanced-Risk Retirement Now Fund
AIM Independence 2010 Fund AIM Balanced-Risk Retirement 2010 Fund
AIM Independence 2020 Fund AIM Balanced-Risk Retirement 2020 Fund
AIM Independence 2030 Fund AIM Balanced-Risk Retirement 2030 Fund
AIM Independence 2040 Fund AIM Balanced-Risk Retirement 2040 Fund
AIM Independence 2050 Fund AIM Balanced-Risk Retirement 2050 Fund
</Table>
INVESTMENT OBJECTIVES
<Table>
<Caption>
CURRENT OBJECTIVE NEW OBJECTIVE
------------------------------ ------------------------------
AIM Balanced-Risk Retirement Now Fund Current income and, as a Provide real return and, as a
secondary objective, capital secondary objective, capital
appreciation. preservation.
AIM Balanced-Risk Retirement 2010 Fund Provide capital appreciation Provide total return with a
AIM Balanced-Risk Retirement 2020 Fund and current income, consistent low to moderate correlation to
AIM Balanced-Risk Retirement 2030 Fund with the fund's current asset traditional financial market
AIM Balanced-Risk Retirement 2040 Fund allocation strategy. indices and, as a secondary
AIM Balanced-Risk Retirement 2050 Fund objective, capital
preservation.
</Table>
2
INVESTMENT STRATEGIES
<Table>
<Caption>
CURRENT STRATEGIES NEW STRATEGIES
------------------------------ ------------------------------
All Funds Each fund is a "fund of funds" Each fund is a "fund of funds"
and invests its assets in and invests its assets in
underlying funds rather than underlying funds rather than
directly in individual directly in individual
securities. The underlying securities. The underlying
funds in which the funds funds in which the funds
invest are mutual funds invest are AIM Balanced-Risk
advised by Invesco Aim Allocation Fund, Liquid Assets
Advisors, Inc. and ETFs Portfolio and Premier
advised by Invesco PowerShares Portfolio. Each fund will
Capital Management, Inc. receive exposure to equity,
commodity, and fixed income
markets through its investment
in AIM Balanced-Risk
Allocation Fund.
AIM Balanced-Risk Retirement Now Fund The fund seeks to meet its The fund seeks to meet its
objective by building a investment objective by
portfolio of underlying funds. building a portfolio of AIM
The advisor allocates the Balanced-Risk Allocation Fund
fund's assets among the and cash instruments. The sub-
underlying funds according to advisor allocates the fund's
an asset allocation strategy assets among AIM Balanced-Risk
that is appropriate for Allocation Fund and cash
investors who have reached instruments according to a
their target retirement date. strategy that the sub-advisor
believes is appropriate for
investors who have reached
their target retirement date.
AIM Balanced-Risk Retirement 2010 Fund The fund seeks to meet its The fund seeks to meets its
AIM Balanced-Risk Retirement 2020 Fund objective by building a investment objective by
AIM Balanced-Risk Retirement 2030 Fund portfolio of underlying funds. building a portfolio of AIM
AIM Balanced-Risk Retirement 2040 Fund The advisor allocates the Balanced-Risk Allocation Fund
AIM Balanced-Risk Retirement 2050 Fund fund's assets among the and cash instruments. The sub-
underlying funds according to advisor allocates the fund's
an asset allocation strategy assets among AIM Balanced-Risk
designed to maximize return Allocation Fund and cash
with an appropriate risk level instruments according to a
for investors whose target strategy designed to provide
retirement date is around the exposure to equity, fixed
year of the respective fund's income and commodity markets
date. This asset allocation while seeking to provide
strategy becomes increasingly greater capital loss
conservative over time until protection during down markets
approximately three years with an appropriate risk level
after the year of the for investors whose target
respective fund's date, when retirement date is around the
its assets allocation is year of the respective fund's
anticipated to be similar to date. This asset allocation
that of Independence Now. strategy begins to become
increasingly more conservative
approximately 10 years from
the fund's target retirement
date until the year of the
respective fund's date, when
its asset allocation is
anticipated to be similar to
AIM Balanced-Risk Retirement
Now Fund.
</Table>
RISKS
Because each Fund is a fund of funds, each Fund is subject to the risks
associated with the underlying funds in which it invests. If shareholders
approve changing the Funds' sub-classification to diversified, the risks of an
investment in the Funds and the underlying funds will be set forth below:
Fund of Funds Risk -- Each fund pursues its investment objective by
investing its assets in underlying funds rather than investing directly in
stocks, bonds, cash or other investments. Each fund's investment performance
depends on the investment performance of the underlying funds in which it
invests. An investment in a fund, because it is a fund of funds, is subject to
the risks associated with investments in the underlying funds in which the fund
invests. Each fund will indirectly pay a proportional share of the asset-based
fees of the underlying funds in which it invests.
There is a risk that the advisor's evaluations and assumptions regarding a
fund's broad asset classes or the underlying funds in which a fund invests may
be incorrect based on actual market conditions. In addition, at times the
segment of the market represented by an underlying fund may be out of favor and
under perform other segments (e.g. growth stocks).
There is a risk that a fund will vary from the target weightings in the
underlying funds due to factors such as market fluctuations. There can be no
assurance that the underlying funds will achieve their investment objectives,
and the performance of the underlying funds may be lower than the asset class
which they were selected to
3
represent. The underlying funds may change their investment objectives or
policies without the approval of the fund. If that were to occur, a fund might
be forced to withdraw its investment from the underlying fund at a time that is
unfavorable to the fund.
The advisor has the ability to select and substitute the underlying funds
in which the funds invest, and may be subject to potential conflicts of interest
in selecting underlying funds because the advisor and an affiliate of the
advisor, may receive higher fees from certain underlying funds than others.
However, as a fiduciary to each fund, the advisor is required to act in the
funds' best interest when selecting underlying funds.
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 and governments whose securities are owned by the fund;
general economic and market conditions; regional or global economic instability;
and currency and interest rate fluctuations.
Money Market Fund Risk -- A fund's investment in money market funds is not
a deposit in a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the funds seek to
preserve the value of an investment at $1.00 per share, it is possible to lose
money by investing in the funds. Each money market fund's yield will vary as the
short-term securities in its portfolio mature or are sold and the proceeds are
reinvested in other securities.
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 rates fall. Specific bonds differ in their sensitivity to
changes in interest rates depending on specific characteristics of each bond. A
measure investors commonly use to determine this sensitivity is called duration.
The longer the duration of a particular bond, the greater is its price
sensitivity to interest rates. 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 can result in bankruptcy for the issuer
and permanent loss of investment.
U.S. Government Obligations Risk -- The funds may invest in obligations
issued by agencies and instrumentalities of the U.S. Government. These
obligations vary in the level of support they receive from the U.S. Government.
They may be: (i) supported by the full faith and credit of the U.S. Treasury;
(ii) supported by the right of the issuer to borrow from the U.S. Treasury;
(iii) supported by the discretionary authority of the U.S. Government to
purchase the issuer's obligation; or (iv) supported only by the credit of the
issuer. The U.S. Government may choose not to provide financial support to the
U.S. Government sponsored agencies or instrumentalities if it is not legally
obligated to do so, in which case, if the issuer defaulted, the fund holding
securities of such issuer might not be able to recover its investment from the
U.S. Government.
Municipal Securities Risk -- The value of, payment of interest and
repayment of principal with respect to, and the ability of a fund to sell, a
municipal security may be affected by constitutional amendments, legislative
enactments, executive orders, administrative regulations and voter initiatives
as well as the economics of the regions in which the issuers in which the fund
invests are located. Revenue bonds are generally not backed by the taxing power
of the issuing municipality. To the extent that a municipal security in which a
fund invests is not heavily followed by the investment community or such
security issue is relatively small, the security may be difficult to value or
sell at a fair price.
Repurchase Agreement Risk -- The funds enter into repurchase agreements. If
the seller of a repurchase agreement in which a fund invests defaults on its
obligation or declares bankruptcy, the fund may experience delays in selling the
securities underlying the repurchase agreement. As a result, the fund may incur
losses arising from a decline in the value of those securities, reduced levels
of income and expenses of enforcing its rights.
4
Industry Focus Risk -- To the extent that a fund invests in securities
issued or guaranteed by companies in the banking and financial services
industries, the fund's performance will depend to a greater extent on the
overall condition of those industries. Financial services companies are highly
dependent on the supply of short-term financing. The value of securities of
issuers in the banking and financial services industry can be sensitive to
changes in government regulation and interest rates and to economic downturns in
the United States and abroad.
Foreign Securities Risk -- The dollar value of a 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 a 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.
Developing Markets Securities Risk -- The factors described above for
"Foreign Securities Risk" may affect the prices of securities issued by foreign
companies located in developing countries more than those in countries with
mature economies. For example, many developing countries (i.e., those that are
in the initial stages of their industrial cycle) have, in the past, experienced
high rates of inflation or sharply devalued their currencies against the U.S.
dollar, thereby causing the value of investments in companies located in those
countries to decline. Transaction costs are often higher in developing countries
and there may be delays in settlement procedures.
Commodity Risk -- The funds or the Subsidiary (defined below) may invest in
commodity-linked derivative instruments, ETNs and exchange traded funds that may
subject it to greater volatility than investments in traditional securities. The
value of commodity-linked derivative instruments, ETNs and exchange traded funds
may be affected by changes in overall market movements, commodity index
volatility, changes in interest rates, or factors affecting a particular
industry or commodity, such as drought, floods, weather, livestock disease,
embargoes, tariffs and international economic, political and regulatory
developments. A fund may concentrate its assets in a particular sector of the
commodities market (such as oil, metal or agricultural products). As a result,
the fund may be more susceptible to risks associated with those sectors. Also,
ETNs may subject a fund indirectly through the Subsidiary to leveraged market
exposure for commodities. Leverage ETNs are subject to the same risk as other
instruments that use leverage in any form. Some ETNs that use leverage can, at
times, be relatively illiquid, and thus they may be difficult to purchase or
sell at a fair price. An ETN that is tied to a specific market benchmark or
strategy may not be able to replicate and maintain exactly the composition and
relative weighting of securities, commodities or other components in the
applicable market benchmark or strategy.
Subsidiary Risk -- By investing in the Subsidiary, ABRA is indirectly
exposed to the risks associated with the Subsidiary's investments. The
derivatives and other investments held by the Subsidiary are generally similar
to those that are permitted to be held by the funds and are subject to the same
risks that apply to similar investments if held directly by the funds. There can
be no assurance that the investment objective of the Subsidiary will be
achieved. The Subsidiary is not registered under the Investment Company Act of
1940 (the "1940 Act") and, unless otherwise noted in this prospectus, is not
subject to all the investor protections of the 1940 Act. Accordingly, ABRA, as
the sole investor in the Subsidiary, will not have all of the protections
offered to investors in registered investment companies. In addition, changes in
the laws of the United States and/or the Cayman Islands could result in the
inability of ABRA and/or the Subsidiary to operate as described in this
prospectus and the Statement of Additional Information and could adversely
affect the funds.
Derivatives Risk -- Derivatives are financial contracts whose value depends
on or is derived from an underlying asset (including an underlying security),
reference rate or index. Derivatives may be used as a substitute for purchasing
the underlying asset or as a hedge to reduce exposure to risks. The use of
derivatives involves risks similar to, as well as risks different from, and
possibly greater than, the risks associated with investing directly in
securities or other more traditional instruments. Risks to which derivatives may
be subject include market, interest rate, credit, leverage and management risks.
They may also be more difficult to purchase, sell or value than other
investments. When used for hedging or reducing exposure, the derivative may not
correlate perfectly with the underlying asset, reference rate or index. A fund
investing in a derivative could lose more than the cash amount
5
invested. Over the counter derivatives are also subject to counterparty risk,
which is the risk that the other party to the contract will not fulfill its
contractual obligation to complete the transaction with the fund. In addition,
the use of certain derivatives may cause the fund to realize higher amounts of
income or short-term capital gains (generally taxed at ordinary income tax
rates).
Leverage Risk -- Leverage exists when a fund purchases or sells an
instrument or enters into a transaction without investing cash in an amount
equal to the full economic exposure of the instrument or transaction. Such
instruments may include, among others, reverse repurchase agreements, written
options, and derivatives, and transactions may include the use of when-issued,
delayed delivery or forward commitment transactions. ABRA mitigates leverage
risk by segregating or earmarking liquid assets or otherwise covers transactions
that may give rise to such risk. To the extent that ABRA is not able to close
out a leveraged position because of market illiquidity, the fund's liquidity may
be impaired to the extent that it has a substantial portion of liquid assets
segregated or earmarked to cover obligations and may liquidate portfolio
positions when it may not be advantageous to do so. Leveraging may cause ABRA to
be more volatile because it may exaggerate the effect of any increase or
decrease in the value of the fund's portfolio securities. There can be no
assurance that ABRA's leverage strategy will be successful.
Counterparty Risk -- Individually negotiated, or over-the-counter,
derivatives are also subject to counterparty risk, which is the risk that the
other party to the contract will not fulfill its contractual obligation to
complete the transaction of ABRA.
Currency/Exchange Rate Risk -- ABRA may buy or sell currencies other than
the U.S. Dollar and use derivatives involving foreign currencies in order to
capitalize on anticipated changes in exchange rates. There is no guarantee that
these investments will be successful.
Limited Number of Holdings Risk -- Because a large percentage of a 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 investments in
the fund.
Management Risk -- There is no guarantee that the investment techniques and
risk analyses used by the funds' portfolio managers will produce the desired
results.
Non-Diversification Risk -- Because they are non-diversified, the funds may
invest in securities of fewer issuers than if they were diversified. Thus, the
value of the funds' shares may vary more widely, and the funds may be subject to
greater market and credit risk, than if the funds invested more broadly.
The Board also approved changing the current management team of the Funds
and the current benchmarks used for performance comparisons.
Management may reevaluate whether to make the above changes if the change
to any Fund's sub-classification is not approved.
AIM BALANCED-RISK ALLOCATION FUND ("ABRA" SUMMARY)
OBJECTIVE AND STRATEGIES
As the proposed primary underlying fund of the Funds, ABRA's investment
objective is to provide total return with a low to moderate correlation to
traditional financial market indices. ABRA's investment objective may be changed
by its Board of Trustees without shareholder approval.
ABRA seeks to achieve its investment objective by investing, under normal
market conditions, in derivatives and other financially-linked instruments whose
performance is expected to correspond to U.S. and international fixed income,
equity and commodity markets. ABRA may invest in futures, swap agreements,
including total return swaps, U.S. and foreign government debt securities and
other securities and financially-linked instruments. ABRA will also invest in
the Invesco Aim Cayman Commodity Fund I Ltd., its wholly-owned subsidiary
organized under the laws of the Cayman Islands (the Subsidiary), to gain
exposure to commodity markets. The Subsidiary, in turn, will invest in futures,
exchange traded notes and other securities and financially-linked instruments.
ABRA will maintain a significant percentage of its assets in cash and cash
equivalent instruments including affiliated money
6
market funds. Some of the cash holdings will serve as margin or collateral for
ABRA's obligations under derivative transactions. ABRA's investments in certain
derivatives may create significant leveraged exposure to certain equity, fixed
income and commodity markets. Leverage occurs when the investments in
derivatives create greater economic exposure than the amount invested. This
means that ABRA could lose more than originally invested in the derivative.
ABRA will seek to gain exposure to commodity markets primarily through an
investment in the Subsidiary and through investments in exchange traded funds.
The Subsidiary is advised by the advisor and has a similar investment objective
as ABRA. The Subsidiary, unlike ABRA, may invest without limitation in
commodities, commodity-linked derivatives and other securities, such as
exchange-traded notes ("ETNs"), that may provide leveraged and non-leveraged
exposure to commodity markets. The Subsidiary also may hold cash and invest in
cash equivalent instruments, including affiliated money market funds, some of
which may serve as margin or collateral for the Subsidiary's derivative
positions. ABRA may invest up to 25% of its total assets in the Subsidiary. ABRA
will be subject to the risks associated with any investments by the Subsidiary
to the extent of the ABRA's investment in the Subsidiary.
Relative to traditional balanced portfolios, ABRA will seek to provide
greater capital loss protection during down markets. The portfolio's management
team will seek to accomplish this through a three-step investment process.
The first step involves asset selection. The management team begins the
process by selecting representative assets to gain exposure to equity, fixed
income and commodity markets from a universe of over fifty assets. The selection
process first evaluates a particular asset's theoretical case for long-term
excess returns relative to cash. The identified assets are then screened to meet
minimum liquidity criteria. Finally, the team reviews the expected correlation
among the assets and the expected risk for each asset to determine whether the
selected assets are likely to improve the expected risk adjusted return of ABRA.
The second step involves portfolio construction. Proprietary estimates for
risk and correlation are used by the management team to create an optimized
portfolio. The team re-estimates the risk contributed by each asset and re-
optimizes the portfolio periodically or when new assets are introduced to ABRA.
The final step involves active positioning. The management team actively
adjusts portfolio positions to reflect the near-term market environment, while
remaining consistent with the optimized long-term portfolio structure described
in step two above. The management team balances these two competing
ideas -- opportunity for excess return from active positioning and the need to
maintain asset class exposure set forth in the optimized portfolio
structure -- by setting controlled tactical ranges around the optimal long-term
asset allocation. The tactical ranges differ for each asset based on the
management team's estimates of such asset's volatility. The resulting asset
allocation is then implemented by investing in derivatives, other financially-
linked instruments, U.S. and foreign government debt securities, other
securities, cash, and cash equivalent instruments, including affiliated money
market funds. By using derivatives, ABRA is able to gain greater exposure to
assets within each class than would be possible using cash instruments, and thus
seeks to balance the amount of risk each asset class contributes to the
portfolio.
ABRA is non-diversified, which means that it may invest a greater
percentage of its assets in any one issuer than may a diversified fund.
ABRA's investments in the types of securities described in the prospectus
vary from time to time, and at any time, ABRA may not be invested in all types
of securities described in this prospectus. Any percentage limitations with
respect to assets of ABRA are applied at the time of purchase.
ABRA and the Subsidiary employ a risk management strategy to help minimize
loss of capital and reduce excessive volatility. Pursuant to this strategy, ABRA
and the Subsidiary generally maintain a substantial amount of their assets in
cash and cash equivalents. Cash and cash equivalents will be posted as required
margin for futures contracts, as required segregation under Securities and
Exchange Commission rules and to collateralize swap exposure. Additional cash or
cash equivalents will be maintained to meet redemptions. In anticipation of or
in response to adverse market or other conditions, or atypical circumstances
such as unusually large cash inflows or redemptions, ABRA or the Subsidiary may
temporarily hold an even greater portion of its assets held in cash, cash
7
equivalents (including affiliated money market funds) or high quality debt
instruments than it holds under normal circumstances. As a result ABRA or the
Subsidiary may not achieve its investment objective.
The Subsidiary has a similar objective to ABRA's and generally employs a
similar investment strategy but limits its investments to commodity derivatives,
ETNs, cash and cash equivalent instruments, including affiliated money market
funds.
A more detailed description of the objectives, strategies and risks of ABRA
is included in the ABRA prospectus, which can be obtained, free of charge, by
calling (800) 959-4246, or on http://www.invescoaim.com.
HOW DO I VOTE IN PERSON?
If you do 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 the Trust at (800) 952-3502 if you
plan to attend the Special Meeting.
HOW DO I VOTE 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 or to vote at the Special Meeting if you choose to do so.
If you properly complete and sign your proxy card and send it to us in time
to vote at the Special Meeting, your "proxy" (the individual(s) 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 as
recommended by the Board of the Trust as follows and in accordance with
management's recommendation on other matters:
- FOR changing the Funds' sub-classification from "diversified" to "non-
diversified" and eliminating a related fundamental investment
restriction.
Your proxy will have the authority to vote and act on your behalf at any
adjournment or postponement of the Special Meeting.
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.
HOW DO I VOTE 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.
MAY I REVOKE MY VOTE?
If you authorize a proxy to vote for you, you may revoke the authorization
at any time before it is exercised. You can do this in one of four ways:
- You may send in another proxy card at a later date, prior to the
Shareholder Meeting.
- If you submitted a proxy by telephone, via the Internet or via an
alternative method of voting permitted by your broker, you may submit
another proxy by telephone, via the Internet, or via such alternative
method of voting, or send in another proxy with a later date.
- You may notify the Trust's Secretary in writing before the Special
Meeting that you have revoked your proxy.
- You may vote in person at the Special Meeting, as set forth above under
the heading, "How Do I Vote in Person?"
8
WHAT IS THE QUORUM REQUIREMENT?
A quorum of shareholders is necessary to hold a valid meeting. A quorum
will exist for the proposal for a particular Fund if shareholders entitled to
vote one-third of the issued and outstanding shares of such Fund on the Record
Date are present at the Special Meeting in person or by proxy.
Under rules applicable to broker-dealers, your broker will not be entitled
to vote on the proposal unless it has 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 considered to be non-routine. The proposal
described in this proxy statement is considered non-routine and, therefore, your
broker will not be permitted to vote your shares if it has not received
instructions from you, and the shares will be considered "broker non-votes." As
a result, we urge you to complete and send in your proxy or voting instructions
so your vote can be counted.
Abstentions and broker non-votes will count as shares present at the
Special Meeting for purposes of establishing a quorum.
COULD THERE BE AN ADJOURNMENT OF THE SPECIAL MEETING?
If a quorum is not present at the Special Meeting for a Fund or a quorum is
present but sufficient votes to approve the proposal are not received, then the
person(s) presiding over the Special Meeting or the persons named as proxies may
propose one or more adjournments of the Special Meeting of the Fund to allow for
further solicitation of proxies. Any such adjournment will require the
affirmative vote of one-third of those shares represented in person or by proxy
at the Special Meeting for the Fund. In connection with a proposed adjournment
the persons named as proxies will vote those proxies that they are entitled to
vote in accordance with management's recommendations or otherwise as they deem
appropriate under the circumstances.
WHAT IS THE VOTE NECESSARY TO APPROVE THE PROPOSAL?
Approval of the proposal requires 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 your
Fund. Abstentions and broker non-votes are counted as present for purposes of
establishing quorum but are not considered votes cast at the Special Meeting. As
a result, they have the same effect as a vote against the proposal because
approval of the proposal requires the affirmative vote of a percentage of the
voting securities present or represented by proxy or a percentage of the
outstanding voting securities.
HOW WILL PROXIES BE SOLICITED AND WHO WILL PAY?
The Trust has engaged the services of Computershare Fund Services
("Solicitor") to assist in the solicitation of proxies for the Special Meeting.
Solicitor's costs for the Funds are currently estimated to be in the aggregate
approximately $8,382. The Trust expects to solicit proxies principally by mail,
but the Trust or Solicitor may also solicit proxies by telephone, facsimile or
personal interview. The Trust's officers will not receive any additional or
special compensation for any such solicitation. The Funds and Invesco Aim will
each pay a portion of the cost of soliciting proxies.
WILL ANY OTHER MATTERS BE VOTED ON AT THE SPECIAL MEETING?
Management is not aware of any matters to be presented at the Special
Meeting other than those discussed in this Proxy Statement. If any other matters
properly come before the Special Meeting, the shares represented by proxies will
be voted on those matters in accordance with management's recommendation.
HOW MAY A SHAREHOLDER PROPOSAL BE SUBMITTED?
As a general matter, the Funds do not hold regular meetings of
shareholders. Shareholder proposals for consideration at a meeting of
shareholders of a Fund should be submitted to the Trust at the address set forth
on the
9
first page of this Proxy Statement. To be considered for presentation at a
meeting of shareholders, the Trust must receive proposals within a reasonable
time, as determined by the Trust's management, before proxy materials are
prepared for the meeting. Such proposals also must comply with applicable law.
PROPOSAL
APPROVAL OF A CHANGE IN THE SUB-CLASSIFICATION UNDER THE 1940 ACT
FROM DIVERSIFIED FUNDS TO NON-DIVERSIFIED FUNDS AND ELIMINATION
OF A RELATED FUNDAMENTAL INVESTMENT RESTRICTION
WHAT AM I BEING ASKED TO APPROVE?
The Funds are currently sub-classified as "diversified" funds for purposes
of Section 5(b)(1) of the 1940 Act. As diversified funds, each Fund is limited
as to the amount it may invest in any single issuer. Specifically, for 75% of
its total assets, a Fund currently may not invest in a security if, as a result
of such investment, more than 5% of its total assets (calculated at the time of
purchase) would be invested in securities of any one issuer. In addition, for
75% of its total assets, a Fund may not hold more than 10% of the outstanding
voting securities of any one issuer. The restrictions in Section 5(b)(1) do not
apply to investments in U.S. government securities, securities of other
investment companies (for example, other funds), cash and cash items.
ABRA, the new underlying investment holding for each of the Funds, is a
non-diversified fund. Because ABRA is sub-classified as a non-diversified fund
and the Funds will be investing a significant portion, or, in some cases, all of
their assets in ABRA, the Board and Invesco Aim believe that the Funds should
also be sub-classified as non-diversified. Section 13(a) (1) of the 1940 Act
requires that shareholders of a fund approve a change to the fund's sub-
classification from "diversified" to "non-diversified." Accordingly, the Board
is requesting your approval to change the Funds' status from diversified to non-
diversified.
In addition, each Fund currently has a fundamental investment limitation on
diversification (which may only be changed with shareholder approval), which
provides that the Fund "may not with respect to 75% of the Fund's total assets,
purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or instrumentalities,
or securities of other investment companies) if, as a result, (i) more than 5%
of the Fund's total assets would be invested in the securities of that issuer,
or (ii) the Fund would hold more than 10% of the outstanding voting securities
of that issuer." If shareholders approve changing the Funds' sub-classification
from diversified to non-diversified, this corresponding fundamental investment
limitation will be eliminated.
As a result, if the proposal is approved by shareholders, the Funds will no
longer be subject to the diversification limitation required by Section 5(b)(1)
of the 1940 Act and the Funds' current fundamental investment limitation on
diversification. The Funds will, however, continue to be subject to Federal tax
diversification restrictions (see below).
HOW WILL THE PROPOSED CHANGE TO THE FUNDS' SUB-CLASSIFICATION BENEFIT MY FUND?
The Funds will remain structured as funds of funds. However, the Board has
approved changing the mix of underlying funds in which the Funds will invest so
that each Fund will invest a significant portion, or, in some cases, all of its
assets in ABRA a non-diversified fund, at any given time, as opposed to the
Funds' current investments in multiple underlying funds. The proposed change to
the Funds' sub-classification will allow Invesco Aim to implement this change to
the Funds mix of underlying funds as well as a related change to the Funds'
investment objective and strategies as described herein. Invesco Aim is
proposing that the Funds invest all or a significant portion of their assets in
ABRA in order to, among other things, lower the Funds' exposure to equity risk
as each Fund reaches its target retirement date. Through ABRA's balanced
investment approach of providing exposure to equity, fixed income and
commodities markets, ABRA seeks to provide greater capital loss protection than
traditional balanced funds, which in turn, may better balance the risk of the
Funds. A more detailed description of the objectives, strategies and risks of
ABRA is included on pages 3-5 of this proxy statement and in the ABRA
prospectus, which can be obtained, free of charge, by calling (800) 959-4246, or
on http://www.invescoaim.com.
10
Although the Funds would no longer be subject to the 1940 Act
diversification restrictions if shareholders approve the proposal, the Funds
will continue to be subject to Federal tax diversification restrictions of
Subchapter M of the Internal Revenue Code of 1986, as amended (the "IRC"). For
purposes of the IRC, the Funds operate as a series "regulated investment
company." As such, the Funds must meet certain diversification requirements,
including the requirement that, in general, at least 50% of the market value of
the Funds' total assets at the close of each quarter of the Funds' taxable year
must be invested in cash, cash equivalents, U.S. government securities,
securities of other regulated investment companies, and securities of issuers
(including foreign governments) with respect to which the Funds have invested no
more than 5% of its total assets in securities of any one issuer and owns no
more than 10% of the outstanding voting securities of any issuer. The Funds also
must invest no more than 25% of the value of their total assets in securities
(other than U.S. government securities and securities of other regulated
investment companies) of any one issuer or of two or more issuers that the Funds
control and are engaged in the same, similar or related trades or businesses or,
collectively, in the securities of certain publicly traded partnerships. These
limits apply only as of the close of each quarter of the Funds' taxable year.
These Federal tax diversification requirements may change in the future without
shareholder approval.
WHEN WILL THE PROPOSAL BE IMPLEMENTED?
The Board anticipates that this proposal, if approved, will be effective on
or about August 31, 2009, upon appropriate disclosure being made in the Funds'
Prospectuses and Statement of Additional Information.
WHAT IS THE BOARD'S RECOMMENDATION ON THE PROPOSAL?
At in-person meetings held on June 16-17, 2009, the Board for the Funds
considered the recommendation of Invesco Aim to change the Funds' sub-
classification under the 1940 Act to a non-diversified company and to eliminate
the Funds' related fundamental investment restriction. The Board considered all
relevant factors, including the potential impact of the proposal on the Funds.
Following its consideration of these matters, the Board unanimously approved the
proposed change in the Funds' sub-classification to "non-diversified" and the
elimination of the Funds' related fundamental investment restriction.
The Board, including the independent trustees of the Board, unanimously
recommends that you vote "FOR" the proposal.
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 Aim, INVESCO Funds Group, Inc. ("IFG"), Invesco Aim
Distributors, Inc. ("Invesco Aim Distributors") 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 AIM
Funds; and (ii) that certain AIM 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 the Funds' public filings
with the Securities and Exchange Commission and on Invesco Aim's internet
website at http://www.invescoaim.com.
ADDITIONAL INFORMATION
WHO IS THE FUNDS' INVESTMENT ADVISER AND ADMINISTRATOR?
Invesco Aim Advisors, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas
77046-1173, is the investment adviser and administrator for the Funds.
11
WHO ARE THE FUNDS' CURRENT SUB-ADVISERS?
The following affiliates of the advisor (collectively, the "affiliated sub-
advisors") serve as sub-advisors to the Funds 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 Funds:
Invesco Asset Management Deutschland GmbH, located at An der Welle 5, 1st
Floor, Frankfurt, Germany 60322.
Invesco Asset Management Limited, located at 30 Finsbury Square, London,
EC2A 1AG, United Kingdom.
Invesco Asset Management (Japan) Limited, located at 25th Floor, Shiroyama
Trust Tower, 3-1, Toranomon 4-chome, Minato-ku, Tokyo 105-6025, Japan.
Invesco Australia Limited, located at 333 Collins Street, Level 26,
Melbourne Vic 3000, Australia.
Invesco Global Asset Management (N.A.), Inc., located at 1555 Peachtree
Street, N.E., Atlanta, Georgia 30309.
Invesco Hong Kong Limited, located at 32nd Floor, Three Pacific Place, 1
Queen's Road East, Hong Kong.
Invesco Institutional (N.A.), Inc., located at 1555 Peachtree Street, N.E.,
Atlanta, Georgia 30309.
Invesco Senior Secured Management, Inc., located at 1166 Avenue of the
Americas, New York, New York 10036.
Invesco Trimark Ltd., located at 5140 Yonge Street, Suite 900, Toronto,
Ontario, Canada M2N 6X7.
It is anticipated that, on or about the end of the fourth quarter of 2009,
Invesco Aim and Invesco Global Asset Management (N.A.), Inc. will be merged into
Invesco Institutional (N.A.), Inc., which will be renamed Invesco Advisers, Inc.
The combined entity will serve as the Funds' 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 Funds' Statement of Additional
Information.
WHO IS THE FUNDS' PRINCIPAL UNDERWRITER?
Invesco Aim Distributors, Inc., 11 Greenway Plaza, Suite 100, Houston,
Texas 77046-1173, is the principal underwriter for each Fund.
HOW MANY SHARES OF THE FUNDS DOES MANAGEMENT OWN?
To the best knowledge of the Trust, as of July 16, 2009, no trustee or
executive officer of the Trust owned shares of beneficial interest of any class
of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020
Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM
Independence 2050 Fund.
DOES ANYONE OWN MORE THAN 5% OF A FUND?
A list of the name, address and percent ownership of each person who, as of
July 16, 2009, to the knowledge of the Trust owned 5% or more of any class of
the outstanding shares of each Fund can be found in Exhibit B.
HOW MANY COPIES OF THE PROXY STATEMENT WILL I RECEIVE IF I SHARE MY MAILING
ADDRESS WITH ANOTHER SECURITY HOLDER?
Unless we have been instructed otherwise, we are delivering only one proxy
statement to multiple shareholders sharing the same address. We will however,
upon written or oral request, promptly deliver a separate copy of this proxy
statement to a shareholder at a shared address to which a single copy of this
proxy statement was delivered. You may direct this request to Invesco Aim
Investment Services, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas 77046-
1173, or call (800) 959-4246 for requesting additional proxy statements.
12
EXHIBIT A
SHARES OF THE FUNDS OUTSTANDING ON JULY 16, 2009
<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) JULY 16, 2009
- -------------------- ----------------
AIM Independence Now Fund
Class A.......................................................... 130,425.523
Class B.......................................................... 44,606.633
Class C.......................................................... 24,484.632
Class R.......................................................... 29,860.008
Class Y.......................................................... 2,089.983
Institutional Class.............................................. 5,775.250
AIM Independence Now 2010 Fund
Class A.......................................................... 501,649.657
Class B.......................................................... 46,057.861
Class C.......................................................... 139,766.592
Class R.......................................................... 108,317.970
Class Y.......................................................... 9,549.547
Institutional Class.............................................. 1,282.164
AIM Independence Now 2020 Fund
Class A.......................................................... 1,080,267.091
Class B.......................................................... 224,116.507
Class C.......................................................... 210,593.421
Class R.......................................................... 240,600.490
Class Y.......................................................... 1,734.639
Institutional Class.............................................. 1,262.237
AIM Independence Now 2030 Fund
Class A.......................................................... 728,825.143
Class B.......................................................... 280,841.144
Class C.......................................................... 221,053.815
Class R.......................................................... 409,186.679
Class Y.......................................................... 8,530.527
Institutional Class.............................................. 1,296.422
AIM Independence Now 2040 Fund
Class A.......................................................... 456,035.192
Class B.......................................................... 95,960.823
Class C.......................................................... 148,386.395
Class R.......................................................... 175,091.082
Class Y.......................................................... 11,006.117
Institutional Class.............................................. 1,438.479
AIM Independence Now 2050 Fund
Class A.......................................................... 278,149.986
Class B.......................................................... 53,991.552
Class C.......................................................... 66,887.214
Class R.......................................................... 91,591.476
Class Y.......................................................... 9,082.693
Institutional Class.............................................. 2,801.437
</Table>
13
EXHIBIT B
OWNERSHIP OF SHARES OF THE FUNDS
SIGNIFICANT HOLDERS
Listed below is the name, address and percent ownership of each person who,
as of July 16, 2009, to the best knowledge of Trust owned 5% or more of any
class of the outstanding shares of a Fund. A shareholder who owns beneficially
25% or more of the outstanding securities of a Fund is presumed to "control" the
Fund as defined in the 1940 Act. Such control may affect the voting rights of
other shareholders.
<Table>
<Caption>
Number Number
of Percent of Percent
Shares of Class Shares of Class
Name of Fund and Name and Owned of Owned of Name of Fund and Name and Owned of Owned of
Address of Record Owner Class Record Record(1) Address of Record Owner Class Record Record(1)
- ------------------------- ------- ---------- --------- ------------------------- ------------- ---------- ---------
AIM INDEPENDENCE NOW FUND
American Enterprise Class A 8,655.365 6.64% Merrill Lynch Pierce Class C 1,851.876 7.56%
Investment Svcs Fenner & Smith
PO Box 9446 FBO The Sole Benefit of
Minneapolis, MN 55474- Customers
0001 Attn: Fund
Administration
4800 Deer Lake Dr East
2(nd) Floor
Jacksonville, FL 32246-
6484
INTC Cust IRA Class A 8,775.044 6.73% Pershing LLC Class C 11,676.595 47.69%
Ronald O Harding 1 Pershing Plz
IRA Plan 01/27/92 Jersey City, NJ 07399-
2008 Berry Roberts Dr 0001
Sun City, FL 33573-6104
John A Solak Class A 6,588.685 5.05% UBS Financial Services Class C 1,798.168 7.34%
9 Sweet Haven Ln Inc. FBO
Harpswell, ME 04079-3856 Jones Pharmacy Inc.
c/o Thomas Jones
730 N 6th St
PO Box 820
Chariton, IA 50049-0820
NFS LLC FBO Class A 8,219.754 6.30% AIM Advisors, Inc. Class R 5,702.429 19.10%
Prudential Bank & Trust Attn: Corporate
FSB IRA R/O Controller
FBO Jonnie Faye Williams 1360 Peachtree ST NE
7858 E Independence Atlanta, GA 30309-3283
Street
Tulsa, OK 74115-6918
NFS LLC FBO Class A 6,546.272 5.02% CC Jensen Inc Class R 3,025.145 10.13%
NFS/FMTC IRA 401(k) Plan
FBO Dennis Dugan Knud E Hansen Trustee
59 Hearthstone Blvd 1555 Senoia Road Suite A
Pemberton, NJ 08068-1559 Tyrone, GA 30290-1682
State Street Bank & Trust Class A 18,927.442 14.51% MG Trustco Cust FBO Class R 2,321.225 7.77%
Co Streamline Waterproofing
FBO ADP/MSDW Alliance 401K Pl
Westwood, MA 02090 700 17th Street Suite 300
Denver, CO 80202-3531
AIM Advisors, Inc. Class B 5,631.087 12.62% MG Trustco Cust FBO Class R 1,532.564 5.13%
Attn: Corporate USFalcon Inc 401K Pl
Controller 700 17th Street Suite 300
1360 Peachtree ST NE Denver, CO 80202-3531
Atlanta, GA 30309-3283
American Enterprise Class B 2,354.017 5.28% State Street Bank & Trust Class R 11,123.476 37.25%
Investment Svcs Co
PO Box 9446 FBO ADP/MSDW Alliance
Minneapolis, MN 55474- Westwood, MA 02090
0001
Raymond James & Assoc Class B 15,108.993 33.87% Sysmove Inc Class R 3,038.216 10.17%
Inc. CSDN 401(k) Plan
FBO David P Darsney IRA Jeffrey C Jones Trustee
R/O 1104 Beverly Dr
1815 N Scott St Richmond, VA 23229-5822
Wilmington, DE 19806-2317
Raymond James & Assoc Class B 3,134.672 7.03% AIM Advisors, Inc. Class Y 1,250.267 59.82%
Inc. CSDN Attn: Corporate
FBO Glennard E Frederick Controller
IRA 1360 Peachtree ST NE
144 Littleton Rd Atlanta, GA 30309-3283
Harvard, MA 01451-1426
</Table>
14
<Table>
<Caption>
Number Number
of Percent of Percent
Shares of Class Shares of Class
Name of Fund and Name and Owned of Owned of Name of Fund and Name and Owned of Owned of
Address of Record Owner Class Record Record(1) Address of Record Owner Class Record Record(1)
- ------------------------- ------- ---------- --------- ------------------------- ------------- ---------- ---------
Raymond James & Assoc Class B 3,393.045 7.61% INTC Cust IRA FBO Class Y 839.716 40.18%
Inc. CSDN Karin S Noack
FBO Stephen F Lumley IRA 12027 Meadowdale Dr
R/O Meadows Place, TX 77477-
4 Iroquois Ave 1511
Andover, MA 01810-5508
Ridge Clearing & Class B 3,961.819 8.88% AIM Advisors, Inc. Institutional 5,775.250 100.00%
Outsourcing Attn: Corporate Class
2 Journal Sq Plaza Controller
Jersey City, NJ 07306- 1360 Peachtree ST NE
4001 Atlanta, GA 30309-3283
AIM Advisors, Inc. Class C 5,631.234 23.00%
Attn: Corporate
Controller
1360 Peachtree ST NE
Atlanta, GA 30309-3283
</Table>
- --------
(1) The Trust has no knowledge of whether all or any portion of the shares
owned of record are also owned beneficially.
<Table>
<Caption>
Number Number
Name of Fund and of Percent Name of Fund and of Percent
Name and Shares of Class Name and Shares of Class
Address of Record Owned of Owned of Address of Record Owned of Owned of
Owner Class Record Record(1) Owner Class Record Record(1)
- ----------------- ------- ---------- --------- -------------------- ------------------- ---------- ---------
AIM INDEPENDENCE
2010 FUND
Consolidated Class A 32,162.628 6.41% LPL Financial Class C 10,330.124 7.39%
Radiology Complex Services
CSP 9785 Towne Centre Dr
Defined Benefit San Diego, CA 92121-
Pension Plan 1968
Ave Gautier Benitez
#202 Suite 004
Caguas, PR 00725
Merrill Lynch Pierce Class A 95,906.159 19.12% Pershing LLC Class C 9,053.787 6.48%
Fenner & Smith 1 Pershing Plz
FBO The Sole Benefit Jersey City, NJ
of Customers 07399-0001
Attn: Fund
Administration
4800 Deer Lake Dr
East (2nd) Floor
Jacksonville, FL
32246-6484
State Street Bank & Class A 97,609.666 19.46% Software Sciences Class C 12,718.111 9.10%
Trust Co FBO Group Inc.
ADP/MSDW Alliance 401(k) Plan
Westwood, MA 02090 William A Wolfe
Trustee
1919 Woodfield Dr
Jamison, PA 18929-
1442
First Clearing LLC Class B 3,180.848 6.91% Wells Fargo Class C 8,806.565 6.30%
George T Crandall Investments LLC
R/O IRA FBO Customer
FCC as Custodian Accounts
32 Mayflower Dr Attn: Mutual Fund
Trumbull, CT 06611- Operations
5503 625 Marquette Ave Fl
13
Minneapolis, MN
55402-2323
INTC Cust IRA Class B 2,400.091 5.21% Alice Southern Class R 7,780.247 7.18%
FBO Beth E Sheehan Equipment Service I
7 Lilac Ct 401(k) Plan
Walpole, MA 02081- Ivan Shay Pierce Jr
3610 Trustee
103 Leigh St
Alice, TX 78332-9709
INTC Cust IRA R/O Class B 2,392.636 5.19% Merrill Lynch Pierce Class R 13,688.455 12.64%
FBO Charmaine Fenner & Smith
Calvino FBO The Sole Benefit
13002 S Avenue O of Customers
Chicago, IL 60633- Attn: Fund
1310 Administration
4800 Deer Lake Dr
East (2nd) Floor
Jacksonville, FL
32246-6484
INTC Cust SEP IRA Class B 4,130.765 8.97% MG Trust Company Class R 36,085.862 33.31%
Arkady Romm LLC FBO Cust FBO
Arkady Romm Michael G Behnan
17 Charles Ln Retplan
Cherry Hill, NJ 700 17th Street
08003-1415 Suite 300
Denver, CO 80202-
3531
</Table>
15
<Table>
<Caption>
Number Number
Name of Fund and of Percent Name of Fund and of Percent
Name and Shares of Class Name and Shares of Class
Address of Record Owned of Owned of Address of Record Owned of Owned of
Owner Class Record Record(1) Owner Class Record Record(1)
- ----------------- ------- ---------- --------- -------------------- ------------------- ---------- ---------
INTC Class B 2,689.759 5.84% MG Trust Company Class R 6,333.445 5.85%
GPI Corporation Cust FBO
MaryAnn P Schmidt USFalcon Inc. 401k
7206 Wall St Pl
Schofield, WI 54476- 700 17th Street
4828 Suite 300
Denver, CO 80202-
3531
INTC Hoffmann Constr Class B 2,552.118 5.54% MG Trustco TTEE Class R 18,660.148 17.23%
of Murray R A Hair Em 401k Pl
County 700 17th Street
Edward J Hoffmann Suite 300
2851 Juniper Ave Denver, CO 80202-
Slayton, MN 56172- 3531
1439
LPL Financial Class B 2,500.526 5.43% AIM Advisors, Inc. Class Y 1,195.116 12.51%
Services Attn: Corporate
9785 Towne Centre Dr Controller
San Diego, CA 92121- 1360 Peachtree ST NE
1968 Atlanta, GA 30309-
3283
Pershing LLC Class B 3,423.258 7.43% INTC Cust IRA FBO Class Y 3,626.226 37.97%
1 Pershing Plz Mark Henry Ramsey
Jersey City, NJ 4864 Evergreen St
07399-0001 Orange, TX 77630-
8923
Raymond James & Class B 5,006.949 10.87% INTC Cust Roth IRA Class Y 2,237.827 23.43%
Assoc Inc. CSDN FBO
FBO Cheryl Bosse Mary Ann Rucker
Watson IRA 1335 Beaver Bend Rd
456 N Broadway Houston, TX 77088-
Haverhill, MA 01832- 2020
1220
UMB Bank NA Cust FBO Class B 2,847.326 6.18% INTC Cust Roth IRA Class Y 2,237.827 23.43%
Greencastle-Antrim FBO
FBO Thomas A Dracz Richard Charles
8867 Larry Dr Rucker
Greencastle, PA 1335 Beaver Bend Rd
17225-9714 Houston, TX 77088-
2020
Honohan Consulting Class C 13,357.274 9.56% AIM Advisors, Inc. Institutional Class 1,282.164 100.00%
LLC Attn: Corporate
Thomas Honohan Controller
11 Glendale Rd 1360 Peachtree ST NE
Madison, NJ 07940- Atlanta, GA 30309-
1408 3283
</Table>
- --------
(1) The Trust has no knowledge of whether all or any portion of the shares
owned of record are also owned beneficially.
<Table>
<Caption>
Number Number
Name of Fund and of Percent Name of Fund and of Percent
Name and Shares of Class Name and Shares of Class
Address of Record Owned of Owned of Address of Record Owned of Owned of
Owner Class Record Record(1) Owner Class Record Record(1)
- ----------------- ------- ----------- --------- -------------------- ------------------- ---------- ---------
AIM INDEPENDENCE
2020 FUND
Pershing LLC Class A 60,733.490 5.62% Meredith Shearer Class R 25,787.311 10.72%
1 Pershing Plz Associates LLC
Jersey City, NJ 401(k) Plan
07399-0001 Meredith Shaerer
Trustee
4799 Olde Towne Pkwy
Ste 100
Marietta, GA 30068-
4399
State Street Bank & Class A 274,098.362 25.37% Merrill Lynch Pierce Class R 24,269.458 10.09%
Trust Co Fenner & Smith
FBO ADP/MSDW FBO The Sole Benefit
Alliance of Customers
Westwood, MA 02090 Attn: Fund
Administration
4800 Deer Lake Dr
East (2nd) Floor
Jacksonville, FL
32246-6484
INTC Class B 13,633.556 6.08% MG Trust Company Class R 42,428.807 17.63%
Munro Furniture Cust FBO
Douglas Kenneth USFalcon Inc. 401k
Munro Pl
154 So Valley View 700 17th Street
Pl Suite 300
Anaheim, CA 92807- Denver, CO 80202-
3516 3531
</Table>
16
<Table>
<Caption>
Number Number
Name of Fund and of Percent Name of Fund and of Percent
Name and Shares of Class Name and Shares of Class
Address of Record Owned of Owned of Address of Record Owned of Owned of
Owner Class Record Record(1) Owner Class Record Record(1)
- ----------------- ------- ----------- --------- -------------------- ------------------- ---------- ---------
INTC Class B 11,668.807 5.21% MG Trustco TTEE Class R 43,106.584 17.92%
Saint Louis Variety R A Hair Em 401k Pl
Club 700 17th Street
Jan Morak Albus Suite 300
10 Country Aire Denver, CO 80202-
St. Louis, MO 63131- 3531
2318
Pershing LLC Class B 14,960.397 6.68% State Street Bank & Class R 31,163.131 12.95%
1 Pershing Plz Trust Co
Jersey City, NJ FBO ADP/MSDW
07399-0001 Alliance
Westwood, MA 02090
UMB Bank NA Cust FBO Class B 13,321.789 5.94% AIM Advisors, Inc. Class Y 1,269.396 73.18%
Bethlehem Area SD Attn: Corporate
403b Controller
FBO Deborah I Haas 1360 Peachtree ST NE
541 Chelsea Ln Atlanta, GA 30309-
Allentown, PA 18104- 3283
4412
Merrill Lynch Class C 25,945.335 12.32% INTC Cust IRA R/O Class Y 465.243 26.82%
Security FBO Victoria L Brown
4800 Deer Lake Dr E 1 Lily Ct
Jacksonville, FL Yorktown Hts, NY
32246-6484 10598-2533
Jay J Dennis MD PA Class R 17,864.398 7.42% AIM Advisors, Inc. Institutional Class 1,262.237 100.00%
401(k) Plan Attn: Corporate
Karen Dennis Trustee Controller
4550 N Hills Dr 1360 Peachtree ST NE
Hollywood, FL 33021- Atlanta, GA 30309-
1703 3283
</Table>
- --------
(1) The Trust has no knowledge of whether all or any portion of the shares
owned of record are also owned beneficially.
<Table>
<Caption>
Number Number
Name of Fund and of Percent of Percent
Name and Shares of Class Name of Fund and Name Shares of Class
Address of Record Owned of Owned of and Owned of Owned of
Owner Class Record Record(1) Address of Record Owner Class Record Record(1)
- ----------------- ------- ----------- --------- ------------------------ -------------------- ---------- ---------
AIM INDEPENDENCE
2030 FUND
State Street Bank & Class A 195,790.172 26.86% MG Trustco TTEE Class R 53,559.492 13.09%
Trust Co R A Hair Em 401k Pl
FBO ADP/MSDW 700 17th Street Suite
Alliance 300
Westwood, MA 02090 Denver, CO 80202-3531
Steven Amato DDS Class B 22,066.259 7.86% MG Trustco Cust FBO Class R 26,182.526 6.40%
Steve Amato Soloman Friedman
526 Candlelight Ct Advertising 401K P
Manitowoc, WI 54220- 700 17th Street Suite
8744 300
Denver, CO 80202-3531
Merrill Lynch Pierce Class C 35,635.735 16.12% State Street Bank & Class R 38,010.555 9.29%
Fenner & Smith Trust Co
FBO The Sole Benefit FBO ADP/MSDW Alliance
of Customers Westwood, MA 02090
Attn: Fund
Administration
4800 Deer Lake Dr
East 2(nd) Floor
Jacksonville, FL
32246-6484
Pershing LLC Class C 14,045.416 6.35% AIM Advisors, Inc. Class Y 1,335.157 15.65%
1 Pershing Plz Attn: Corporate
Jersey City, NJ Controller
07399-0001 1360 Peachtree ST NE
Atlanta, GA 30309-3283
Alice Southern Class R 65,975.405 16.12% David A Maggi Class Y 1,165.773 13.67%
Equipment Service I 2006 Mason St
401(k) Plan Houston, TX 77006-2106
Ivan Shay Pierce Jr
Trustee
103 Leigh St
Alice, TX 78332-9709
</Table>
17
<Table>
<Caption>
Number Number
Name of Fund and of Percent of Percent
Name and Shares of Class Name of Fund and Name Shares of Class
Address of Record Owned of Owned of and Owned of Owned of
Owner Class Record Record(1) Address of Record Owner Class Record Record(1)
- ----------------- ------- ----------- --------- ------------------------ -------------------- ---------- ---------
Merrill Lynch Pierce Class R 74,640.239 18.24% INTC Cust Ira R/O Class Y 6,029.597 70.68%
Fenner & Smith FBO Kevin R Moulton
FBO The Sole Benefit 3515 Oakwood Ave
of Customers Charlotte, NC 28205-1229
Attn: Fund
Administration
4800 Deer Lake Dr
East 2(nd) Floor
Jacksonville, FL
32246-6484
MG Trust Company Class R 33,364.785 8.15% AIM Advisors, Inc. Institutional Class 1,296.422 100.00%
Cust FBO Attn: Corporate
USFalcon Inc. 401k Controller
Pl 1360 Peachtree ST NE
700 17th Street Atlanta, GA 30309-3283
Suite 300
Denver, CO 80202-
3531
</Table>
- --------
(1) The Trust has no knowledge of whether all or any portion of the shares
owned of record are also owned beneficially.
<Table>
<Caption>
Number Number
Name of Fund and of Percent Name of Fund and of Percent
Name and Shares of Class Name and Shares of Class
Address of Record Owned of Owned of Address of Record Owned of Owned of
Owner Class Record Record(1) Owner Class Record Record(1)
- ----------------- ------- ---------- --------- -------------------- ------------------- ---------- ---------
AIM INDEPENDENCE
2040 FUND
State Street Bank & Class A 86,103.431 18.88% Merrill Lynch Pierce Class R 35,471.331 20.26%
Trust Co Fenner & Smith
FBO ADP/MSDW FBO The Sole Benefit
Alliance of Customers
Westwood, MA 02090 Attn: Fund
Administration
4800 Deer Lake Dr
East (2nd) Floor
Jacksonville, FL
32246-6484
INTC Cust IRA R/O Class B 7,650.000 7.97% MG Trust Company Class R 16,449.413 9.39%
FBO Erik Thompson Cust FBO
11933 N Silver Ave USFalcon Inc. 401k
Mequon, WI 53097- Pl
3030 700 17th Street
Suite 300
Denver, CO 80202-
3531
INTC Cust Sep IRA Class B 5,750.567 5.99% MG Trustco TTEE Class R 9,441.300 5.39%
Dr David Clark FBO R A Hair Em 401k Pl
Rae Lee Wall 1235 700 17th Street
Yates Ave Suite 300
Beaman, IA 50609- Denver, CO 80202-
9500 3531
UMB Bank, NA C/F Class B 5,449.482 5.68% State Street Bank & Class R 27,781.406 15.87%
Lorence Township Boe Trust Co
403b FBO ADP/MSDW
FBO Francis R Alliance
Robertson Jr Westwood, MA 02090
2619 Auburn Ct
Mount Laurel, NJ
08054-4235
Acute Care Health Class C 12,351.093 8.32% AIM Advisors, Inc. Class Y 1,367.261 12.42%
System Attn: Corporate
401(k) Plan Controller
Daniel Czermak 1360 Peachtree ST NE
Trustee Atlanta, GA 30309-
300 Second Ave 3283
Greenwall 6
Long Branch, NJ
07740
Giga Group Class C 9,586.978 6.46% Brian W Seiler & Class Y 1,708.513 15.52%
Nilimesh R Chavan Kristina S Seiler
12820 Morning Park TTEES Seiler Special
Cir Needs Trust
Alpharetta, GA UA
30004-7325 DTD 04/06/2005
13518 Pebblebrook Dr
Houston, TX 77079-
6024
Itech Solutions Inc Class C 8,529.765 5.75% Duy K Nguyen Class Y 3,563.995 32.38%
401(k) Plan 3139 W Holcomb Blvd
Krystine Johnston Houston, TX 77025-
Trustee 1505
429 56th St
Des Moines, IA
50312-2049
Josh Randall MD PC Class C 16,128.873 10.87% INTC Cust Roth IRA Class Y 804.419 7.31%
401(k) Plan FBO
Dr. Josh Randall Carter B Womack
Trustee 19902 Water Point
26800 Crown Valley Trl
Pkwy Ste 445 Kingwood, TX 77346-
Mission Viejo, CA 1388
92691-8026
</Table>
18
<Table>
<Caption>
Number Number
Name of Fund and of Percent Name of Fund and of Percent
Name and Shares of Class Name and Shares of Class
Address of Record Owned of Owned of Address of Record Owned of Owned of
Owner Class Record Record(1) Owner Class Record Record(1)
- ----------------- ------- ---------- --------- -------------------- ------------------- ---------- ---------
Merrill Lynch Pierce Class C 18,147.100 12.23% INTC Cust Roth IRA Class Y 2,251.501 20.46%
Fenner & Smith FBO Nealy M Chea
FBO The Sole Benefit 5514 Oak Falls Dr
of Customers Houston, TX 77066-
Attn: Fund 5135
Administration
4800 Deer Lake Dr
East (2nd) Floor
Jacksonville, FL
32246-6484
Pershing LLC Class C 11,106.253 7.48% INTC Cust Roth IRA Class Y 1,087.730 9.88%
1 Pershing Plz FBO Tammy N Phan
Jersey City, NJ 2505 Fastwater Creek
07399-0001 Dr
Pearland, TX 77584-
3103
Alice Southern Class R 31,934.491 18.24% AIM Advisors, Inc. Institutional Class 1,438.479 100.00%
Equipment Service I Attn: Corporate
401(k) Plan Controller
Ivan Shay Pierce Jr 1360 Peachtree ST NE
Trustee Atlanta, GA 30309-
103 Leigh St 3283
Alice, TX 78332-9709
</Table>
- --------
(1) The Trust has no knowledge of whether all or any portion of the shares
owned of record are also owned beneficially.
<Table>
<Caption>
Number Number
Name of Fund and of Percent Name of Fund and of Percent
Name and Shares of Class Name and Shares of Class
Address of Record Owned of Owned of Address of Record Owned of Owned of
Owner Class Record Record(1) Owner Class Record Record(1)
- ----------------- ------- ---------- --------- -------------------- ------------------- ---------- ---------
AIM INDEPENDENCE
2050 FUND
INTC Class A 15,651.333 5.63% Johnson Recruiting Class R 5,578.617 6.09%
Gerald Larson Ltd. Inc.
Brian J Larson 401(k) Plan
PO Box 662 Dennis Johnson
Park River, ND Trustee
58270-0662 606 Rollingbrook St
Ste 2B
Baytown, TX 77521-
4053
INTC Class A 16,611.438 5.97% Merrill Lynch Pierce Class R 14,696.390 16.05%
Gerald Larson Ltd. Fenner & Smith
Mary B Snyder FBO The Sole Benefit
PO Box 662 of Customers
Park River, ND Attn: Fund
58270-0662 Administration
4800 Deer Lake Dr
East (2nd) Floor
Jacksonville, FL
32246-6484
State Street Bank & Class A 34,206.810 12.30% MG Trust Company Class R 5,496.820 6.00%
Trust Co Cust FBO
FBO ADP/MSDW Pauls Architectural
Alliance Woodcraft Co
Westwood, MA 02090 700 17th Street
Suite 300
Denver, CO 80202-
3531
AIM Advisors, Inc. Class B 2,701.141 5.00% State Street Bank & Class R 10,029.228 10.95%
Attn: Corporate Trust Co
Controller FBO ADP/MSDW
1360 Peachtree ST NE Alliance
Atlanta, GA 30309- Westwood, MA 02090
3283
American Enterprise Class B 2,943.255 5.45% AIM Advisors, Inc. Class Y 1,404.294 15.46%
Investment Svcs Attn: Corporate
PO Box 9446 Controller
Minneapolis, MN 1360 Peachtree ST NE
55474-0001 Atlanta, GA 30309-
3283
INTC Class B 8,258.843 15.30% INTC Cust IRA Class Y 2,239.731 24.66%
Decatur Public Sch FBO Han H Chan
Dist 61 939 Colorado St Unit
Anthony G Fricano 12
3850 W Mt Auburn Rd Houston, TX 77007-
Decatur, IL 62521- 7758
9309
Pershing LLC Class B 8,333.627 15.44% INTC Cust Roth IRA Class Y 949.842 10.46%
1 Pershing Plz FBO
Jersey City, NJ Kari Lynn Kelly
07399-0001 20 Sierra Oaks Dr
Sugar Land, TX
77479-5898
</Table>
19
<Table>
<Caption>
Number Number
Name of Fund and of Percent Name of Fund and of Percent
Name and Shares of Class Name and Shares of Class
Address of Record Owned of Owned of Address of Record Owned of Owned of
Owner Class Record Record(1) Owner Class Record Record(1)
- ----------------- ------- ---------- --------- -------------------- ------------------- ---------- ---------
Raymond James & Class B 3,283.562 6.08% INTC Cust Roth IRA Class Y 2,511.807 27.65%
Assoc Inc. FBO Melanie M Badtke
FBO William M 8376 S Upham Way Apt
Flanagan TTEE B302
U/A DTD Dec 19, 1996 Littleton, CO 80128-
William M Flanagan 6329
Trust
36 Kieran Rd
North Andover, MA
08145-4606
JNM Enterprises Class C 6,996.110 10.46% Patrick Fleming Cust Class Y 1,071.275 11.79%
Jeff Myers FBO Michael J Dorosk
23597 Pavilion Rd UTMA/TX
Louisburg, KS 66053- 2342 Bastrop St
5248 Houston, TX 77004-
1402
Merrill Lynch Pierce Class C 19,192.478 28.69% Stephen D Casaccia Class Y 905.744 9.97%
Fenner & Smith 26022 Juniper Stone
FBO The Sole Benefit Ln
of Customers Katy, TX 77494-2614
Attn: Fund
Administration
4800 Deer Lake Dr
East (2nd) Floor
Jacksonville, FL
32246-6484
Alice Southern Class R 26,167.291 28.57% AIM Advisors, Inc. Institutional Class 2,801.437 100.00%
Equipment Service I Attn: Corporate
401(k) Plan Controller
Ivan Shay Pierce Jr 1360 Peachtree ST NE
Trustee Atlanta, GA 30309-
103 Leigh St 3283
Alice, TX 78332-9709
</Table>
- --------
(1) The Trust has no knowledge of whether all or any portion of the shares
owned of record are also owned beneficially.
20
IND-PROXY-1
FOUR EASY WAYS TO VOTE YOUR PROXY
(INVESCO AIM(SM) LOGO) INTERNET: Go to XXXXXXXXXXXXX and follow the online directions.
TELEPHONE: Call XXXXXXXXXXX and follow the simple instructions.
MAIL: Vote, sign, date and return your proxy by mail.
IN PERSON: Vote at the Special Meeting of Shareholders.
999 999 999 999 99
AIM INDEPENDENCE NOW FUND (THE "FUND") PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
AN INVESTMENT PORTFOLIO OF AIM GROWTH SERIES (THE "TRUST") PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD AUGUST 27, 2009
The undersigned hereby appoints Philip A. Taylor, John M. Zerr and Sheri Morris, and any one of them separately,
proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated
on the reverse of this proxy card, at the Special Meeting of Shareholders on August 27, 2009, at 3:00 p.m., Central
Time, and at any adjournment or postponement thereof, all of the shares of the Fund which the undersigned would be
entitled to vote if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES
WILL BE VOTED "FOR" THE PROPOSAL.
NOTE: IF YOU VOTE BY TELEPHONE OR ON THE INTERNET,
PLEASE DO NOT RETURN YOUR PROXY CARD.
(ARROW)
PROXY MUST BE SIGNED AND DATED BELOW.
Dated
----------------------
------------------------------------------------------
Signature(s) (if held jointly) (SIGN IN THE BOX)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS
PROXY CARD. All joint owners should sign. When signing
as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full
title as such. If a corporation, limited liability
company, or partnership, please sign in full entity
name and indicate the signer's position with the
entity.
(ARROW)
*--+
(ARROW) PLEASE FILL IN BOX AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL. [X] (ARROW)
PLEASE DO NOT USE FINE POINT PENS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING "FOR" THE PROPOSAL.
FOR AGAINST ABSTAIN
1. To approve changing the Fund's sub-classification from "diversified" to [ ] [ ] [ ]
"non-diversified" and eliminating the Fund's related fundamental investment
restriction on diversification.
PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.
FOUR EASY WAYS TO VOTE YOUR PROXY
(INVESCO AIM(SM) LOGO) INTERNET: Go to XXXXXXXXXXXXX and follow the online directions.
TELEPHONE: Call XXXXXXXXXXX and follow the simple instructions.
MAIL: Vote, sign, date and return your proxy by mail.
IN PERSON: Vote at the Special Meeting of Shareholders.
999 999 999 999 99
AIM INDEPENDENCE 2010 FUND (THE "FUND") PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
AN INVESTMENT PORTFOLIO OF AIM GROWTH SERIES (THE "TRUST") PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD AUGUST 27, 2009
The undersigned hereby appoints Philip A. Taylor, John M. Zerr and Sheri Morris, and any one of them separately,
proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated
on the reverse of this proxy card, at the Special Meeting of Shareholders on August 27, 2009, at 3:00 p.m., Central
Time, and at any adjournment or postponement thereof, all of the shares of the Fund which the undersigned would be
entitled to vote if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES
WILL BE VOTED "FOR" EACH NOMINEE AND "FOR" THE PROPOSAL.
NOTE: IF YOU VOTE BY TELEPHONE OR ON THE INTERNET,
PLEASE DO NOT RETURN YOUR PROXY CARD.
(ARROW)
PROXY MUST BE SIGNED AND DATED BELOW.
Dated
----------------------
------------------------------------------------------
Signature(s) (if held jointly) (SIGN IN THE BOX)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS
PROXY CARD. All joint owners should sign. When signing
as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full
title as such. If a corporation, limited liability
company, or partnership, please sign in full entity
name and indicate the signer's position with the
entity.
(ARROW)
*--+
(ARROW) PLEASE FILL IN BOX AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL. [X] (ARROW)
PLEASE DO NOT USE FINE POINT PENS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING "FOR" THE PROPOSAL.
FOR AGAINST ABSTAIN
1. To approve changing the Fund's sub-classification from "diversified" to [ ] [ ] [ ]
"non-diversified" and eliminating the Fund's related fundamental investment
restriction on diversification.
PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.
FOUR EASY WAYS TO VOTE YOUR PROXY
(INVESCO AIM(SM) LOGO) INTERNET: Go to XXXXXXXXXXXXX and follow the online directions.
TELEPHONE: Call XXXXXXXXXXX and follow the simple instructions.
MAIL: Vote, sign, date and return your proxy by mail.
IN PERSON: Vote at the Special Meeting of Shareholders.
999 999 999 999 99
AIM INDEPENDENCE 2020 FUND (THE "FUND") PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
AN INVESTMENT PORTFOLIO OF AIM GROWTH SERIES (THE "TRUST") PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD AUGUST 27, 2009
The undersigned hereby appoints Philip A. Taylor, John M. Zerr and Sheri Morris, and any one of them separately,
proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated
on the reverse of this proxy card, at the Special Meeting of Shareholders on August 27, 2009, at 3:00 p.m., Central
Time, and at any adjournment or postponement thereof, all of the shares of the Fund which the undersigned would be
entitled to vote if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES
WILL BE VOTED "FOR" EACH NOMINEE AND "FOR" THE PROPOSAL.
NOTE: IF YOU VOTE BY TELEPHONE OR ON THE INTERNET,
PLEASE DO NOT RETURN YOUR PROXY CARD.
(ARROW)
PROXY MUST BE SIGNED AND DATED BELOW.
Dated
----------------------
------------------------------------------------------
Signature(s) (if held jointly) (SIGN IN THE BOX)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS
PROXY CARD. All joint owners should sign. When signing
as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full
title as such. If a corporation, limited liability
company, or partnership, please sign in full entity
name and indicate the signer's position with the
entity.
(ARROW)
*--+
(ARROW) PLEASE FILL IN BOX AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL. [X] (ARROW)
PLEASE DO NOT USE FINE POINT PENS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING "FOR" THE PROPOSAL.
FOR AGAINST ABSTAIN
1. To approve changing the Fund's sub-classification from "diversified" to [ ] [ ] [ ]
"non-diversified" and eliminating the Fund's related fundamental investment
restriction on diversification.
PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.
FOUR EASY WAYS TO VOTE YOUR PROXY
(INVESCO AIM(SM) LOGO) INTERNET: Go to XXXXXXXXXXXXX and follow the online directions.
TELEPHONE: Call XXXXXXXXXXX and follow the simple instructions.
MAIL: Vote, sign, date and return your proxy by mail.
IN PERSON: Vote at the Special Meeting of Shareholders.
999 999 999 999 99
AIM INDEPENDENCE 2030 FUND (THE "FUND") PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
AN INVESTMENT PORTFOLIO OF AIM GROWTH SERIES (THE "TRUST") PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD AUGUST 27, 2009
The undersigned hereby appoints Philip A. Taylor, John M. Zerr and Sheri Morris, and any one of them separately,
proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated
on the reverse of this proxy card, at the Special Meeting of Shareholders on August 27, 2009, at 3:00 p.m., Central
Time, and at any adjournment or postponement thereof, all of the shares of the Fund which the undersigned would be
entitled to vote if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES
WILL BE VOTED "FOR" EACH NOMINEE AND "FOR" THE PROPOSAL.
NOTE: IF YOU VOTE BY TELEPHONE OR ON THE INTERNET,
PLEASE DO NOT RETURN YOUR PROXY CARD.
(ARROW)
PROXY MUST BE SIGNED AND DATED BELOW.
Dated
----------------------
------------------------------------------------------
Signature(s) (if held jointly) (SIGN IN THE BOX)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS
PROXY CARD. All joint owners should sign. When signing
as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full
title as such. If a corporation, limited liability
company, or partnership, please sign in full entity
name and indicate the signer's position with the
entity.
(ARROW)
*--+
(ARROW) PLEASE FILL IN BOX AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL. [X] (ARROW)
PLEASE DO NOT USE FINE POINT PENS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING "FOR" THE PROPOSAL.
FOR AGAINST ABSTAIN
1. To approve changing the Fund's sub-classification from "diversified" to [ ] [ ] [ ]
"non-diversified" and eliminating the Fund's related fundamental investment
restriction on diversification.
PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.
(INVESCO AIM(SM) LOGO)
FOUR EASY WAYS TO VOTE YOUR PROXY
INTERNET: Go to XXXXXXXXXXXXX and follow the online directions.
TELEPHONE: Call XXXXXXXXXXX and follow the simple instructions.
MAIL: Vote, sign, date and return your proxy by mail.
IN PERSON: Vote at the Special Meeting of Shareholders.
999 999 999 999 99
AIM INDEPENDENCE 2040 FUND (THE "FUND") PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
AN INVESTMENT PORTFOLIO OF AIM GROWTH SERIES (THE "TRUST") PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD AUGUST 27, 2009
The undersigned hereby appoints Philip A. Taylor, John M. Zerr and Sheri Morris, and any one of them separately,
proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated
on the reverse of this proxy card, at the Special Meeting of Shareholders on August 27, 2009, at 3:00 p.m., Central
Time, and at any adjournment or postponement thereof, all of the shares of the Fund which the undersigned would be
entitled to vote if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES
WILL BE VOTED "FOR" EACH NOMINEE AND "FOR" THE PROPOSAL.
NOTE: IF YOU VOTE BY TELEPHONE OR ON THE INTERNET,
PLEASE DO NOT RETURN YOUR PROXY CARD.
(ARROW)
PROXY MUST BE SIGNED AND DATED BELOW.
Dated
----------------------
------------------------------------------------------
Signature(s) (if held jointly) (SIGN IN THE BOX)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS
PROXY CARD. All joint owners should sign. When signing
as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full
title as such. If a corporation, limited liability
company, or partnership, please sign in full entity
name and indicate the signer's position with the
entity.
(ARROW)
*--+
(ARROW) PLEASE FILL IN BOX AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL. [X] (ARROW)
PLEASE DO NOT USE FINE POINT PENS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING "FOR" THE PROPOSAL.
FOR AGAINST ABSTAIN
1. To approve changing the Fund's sub-classification from "diversified" to
"non-diversified" and eliminating the Fund's related fundamental investment [ ] [ ] [ ]
restriction on diversification.
PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.
FOUR EASY WAYS TO VOTE YOUR PROXY
(INVESCO AIM(SM) LOGO) INTERNET: Go to XXXXXXXXXXXXX and follow the online directions.
TELEPHONE: Call XXXXXXXXXXX and follow the simple instructions.
MAIL: Vote, sign, date and return your proxy by mail.
IN PERSON: Vote at the Special Meeting of Shareholders.
999 999 999 999 99
AIM INDEPENDENCE 2050 FUND (THE "FUND") PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
AN INVESTMENT PORTFOLIO OF AIM GROWTH SERIES (THE "TRUST") PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD AUGUST 27, 2009
The undersigned hereby appoints Philip A. Taylor, John M. Zerr and Sheri Morris, and any one of them separately,
proxies with full power of substitution in each, and hereby authorizes them to represent and to vote, as designated
on the reverse of this proxy card, at the Special Meeting of Shareholders on August 27, 2009, at 3:00 p.m., Central
Time, and at any adjournment or postponement thereof, all of the shares of the Fund which the undersigned would be
entitled to vote if personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES
WILL BE VOTED "FOR" EACH NOMINEE AND "FOR" THE PROPOSAL.
NOTE: IF YOU VOTE BY TELEPHONE OR ON THE INTERNET,
PLEASE DO NOT RETURN YOUR PROXY CARD.
(ARROW)
PROXY MUST BE SIGNED AND DATED BELOW.
Dated
----------------------
------------------------------------------------------
Signature(s) (if held jointly) (SIGN IN THE BOX)
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS
PROXY CARD. All joint owners should sign. When signing
as executor, administrator, attorney, trustee or
guardian or as custodian for a minor, please give full
title as such. If a corporation, limited liability
company, or partnership, please sign in full entity
name and indicate the signer's position with the
entity.
(ARROW)
*--+
(ARROW) PLEASE FILL IN BOX AS SHOWN USING BLACK OR
BLUE INK OR NUMBER 2 PENCIL. [X] (ARROW)
PLEASE DO NOT USE FINE POINT PENS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING "FOR" THE PROPOSAL.
FOR AGAINST ABSTAIN
1. To approve changing the Fund's sub-classification from "diversified" to [ ] [ ] [ ]
"non-diversified" and eliminating the Fund's related fundamental investment
restriction on diversification.
PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.