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PROXY INFORMATION

In July, shareholders of certain AIM funds have been mailed a proxy statement
asking for approval for some or all of the following proposals: (1) to make
investment restriction language consistent across all AIM funds; (2) to
modernize policy restrictions language and update language to reflect changes
in the law; (3) to change fund policy language from fundamental to
nonfundamental; (4) to increase the flexibility of the fund; (5) to reorganize
certain funds from a Maryland corporation to a Delaware business trust
organization; (6) to approve a new advisory agreement, sub-advisory agreements,
and distribution plan. The proxy statement for each AIM fund contains
disclosure information about the proposals for which votes are being solicited.

Please select one of the funds from the menu below to read answers to common
questions regarding your fund's proxy vote, to view Prospectuses and to access
the Annual Reports.

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prospectus menu [GO]
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WAYS TO VOTE

You may cast your vote by any of the following methods.

BY INTERNET
[GRAPHIC]
ONLINE PROXY VOTING
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Enter the 12-digit control number listed on the proxy card you received in the
mail, then follow the instructions on the website.

BY MAIL
[GRAPHIC]

Complete and sign the proxy card and return it in the postage-paid envelope
provided in the shareholder mailing.

BY TELEPHONE
[GRAPHIC]

Call toll free number 1-800-331-2896.

Enter the 12-digit control number listed on the proxy card, then follow the
recorded instructions.

However you choose to vote, it is important that you vote now to save the
expense of additional solicitations.

IF YOU HAVE ANY QUESTIONS . . .

If you have any questions on the proxy or the voting process, please

contact your financial consultant or call AIM toll-free at 1-800-454-0327 any
business day between 7:30 a.m. and 5:30 p.m. Central time.

If we have not received your proxy card before the date of the shareholder
meeting for your fund, a representative from our proxy solicitation firm,
Shareholder Communications Corporation, may contact you to remind you to
exercise your right to vote.

--Copyright-- 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
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AIM SMALL CAP GROWTH FUND

QUESTIONS & ANSWERS PROXY STATEMENT

o General Questions & Answers PROSPECTUS
o Proposal for Approval of a New Advisory
Agreement ANNUAL REPORT
o Proposal for Changing Fundamental
Restrictions BACK TO PROXY
o Proposal for Changing the Investment INFORMATION
Objective and Making It Non-Fundamental
ONLINE PROXY
VOTING

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GENERAL QUESTIONS & ANSWERS

o How do I vote?
o What kinds of changes are being proposed?
o How does the board recommend that I vote?
o Will these changes alter the way my fund is managed?
o Will any of these changes affect the value of my account?
o Why should I vote?
o Has AIM contracted for the services of a proxy solicitor?
o Will my vote be confidential using the online proxy voting system?
o How do I sign the proxy card?
o What is the deadline for voting?

HOW DO I VOTE?

Voting may take place in the following ways:

o You may vote your shares at http://www.proxycard.com/aim3. Because
Internet voting is the most economical way to vote your proxy, we
encourage all our shareholders who can to use this method.
o You may indicate your vote on the proxy card and return it in the
postage-paid envelope.
o You may call in your vote to Shareholder Communications Corporation
at 1-800-331-2896.
o You may vote your shares in person at the September 1, 2000 shareholder
meeting.

WHAT KINDS OF CHANGES ARE BEING PROPOSED?

You are asked to vote on:

o Approving a new advisory agreement with A I M Advisors, Inc. Details
are presented in the section of the proxy statement titled
"Approval of a New Investment Advisory Agreement."
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o Approving changes to fundamental restrictions.
o Approving making the fund's investment objective non-fundamental.
o Ratifying the board's selection of independent accountants. Details
are presented in the section of the proxy statement titled
"Ratification of the Selection of Independent Public Accountants."

HOW DOES THE BOARD RECOMMEND THAT I VOTE?

The board recommends that you vote FOR all the proposals on the proxy card.

WILL THESE CHANGES ALTER THE WAY MY FUND IS MANAGED?

AIM does not expect these changes to have a significant material impact on your
fund's day-to-day management. Many of the proposed changes can be thought of as
"housekeeping" changes, designed to improve the consistency of language and
policy across funds in The AIM Family of Funds--Registered Trademark--.

WILL ANY OF THESE CHANGES AFFECT THE VALUE OF MY ACCOUNT?

No. None of them will.

WHY SHOULD I VOTE?

Every vote is important. If shareholders fail to vote their proxies, a fund may
not receive enough votes to go forward with the September 1st shareholder
meeting. If this happens, the fund may have to make extra solicitations to
obtain a quorum or resend proxies to shareholders, incurring unnecessary
additional costs.

HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?

Yes, AIM has hired Shareholder Communications Corporation as its proxy
solicitor. If we do not receive your vote after a reasonable amount of time,
you may receive a telephone call from them reminding you to vote your shares.

WILL MY VOTE BE CONFIDENTIAL USING THE ONLINE PROXY VOTING SYSTEM?

The Web proxy voting system offered by ProxyCard.com maintains a high level of
security to ensure the confidentiality of your vote. Security features include:

o SECURE SOCKETS LAYER (SSL) - A security measure that encrypts all
information that travels between the ProxyCard.com Web
server and the shareholder's computer.
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o CONTROL NUMBER - Each shareholder is required to enter his or her
12-digit control number. ProxyCard.com verifies the number and presents
the holder with the appropriate proxy card for his or her fund(s).
o FIREWALL - To protect the confidentiality of your account records,
ProxyCard.com uses only control numbers and card codes to register
votes. Voted positions are then periodically uploaded to our master
database of shareholders listed as of the record date. All
account-specific data remain behind our firewall.

HOW DO I SIGN THE PROXY CARD?

(Does not apply if voting by phone or Internet)

INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names
appear in the account registration shown on the proxy card.

JOINT ACCOUNTS: All joint owners should sign exactly as their names
appear in the registration.

ALL OTHER ACCOUNTS: The person signing must indicate his or her
capacity. for example, if Jane A. Doe is a trustee for a trust or other
entity, she should sign, "Jane A. Doe, Trustee."

WHAT IS THE DEADLINE FOR VOTING?

All votes must be received before the Shareholder Meeting, which will be held
at 3:00 P.M. Central time on September 1, 2000.
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PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT

o What am I being asked to vote on?
o How does the proposed new advisory agreement differ from the current
advisory agreement?
o What effect would it have on the fund's fee schedule?
o How does the board recommend that I vote on this proposal?

WHAT AM I BEING ASKED TO VOTE ON?

As part of the proposal for a new advisory agreement, the fund's board proposes
to simplify the structure of the fund. Currently, the fund operates as a
"feeder" fund and invests all of its investable assets in the Growth Portfolio,
which operates as a "master" fund. Under the proposed restructuring, the fund
would invest directly in the securities in
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which the Growth Portfolio invests. To effect the proposed restructuring,
shareholders of the fund must approve an investment advisory agreement between
the fund and AIM as described in Proposal 1 of the proxy statement.

You are asked to approve a new advisory agreement between AIM and the company
of which your fund is a series. The advisory agreement authorizes AIM to act as
investment advisor for the fund and to supervise all aspects of the fund's
operations, including the investment and reinvestment of the cash, securities
or other properties that comprise the fund's assets, subject at all times to
the policies and control of the directors.

HOW DOES THE PROPOSED NEW ADVISORY AGREEMENT DIFFER FROM THE CURRENT ADVISORY
AGREEMENT?

In addition to removing the "master-feeder" structure, the proposed new
advisory agreement deletes references to administrative services that are
addressed in a separate agreement and it deletes references to certain expense
limitations that are no longer applicable. It also clarifies the delegation of
certain responsibilities and the non-exclusive nature of AIM's services (i.e.,
that AIM may provide services to others). The changes are more fully described
in the proxy statement.

WHAT EFFECT WOULD IT HAVE ON THE FUND'S FEE SCHEDULE?

The revised advisory agreement would not change the combined fee schedule
applicable to your fund and the "master" fund for advisory and administrative
services, but it would allow AIM to request an additional fee for
administrative services performed in connection with securities lending. Any
such additional fee would require approval by the fund's board. In addition, as
a result of the proposed restructuring, shareholders of the fund would pay
directly the same advisory fees they currently pay indirectly.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?

The board recommends that you vote FOR this proposal.
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PROPOSAL FOR CHANGING FUNDAMENTAL RESTRICTIONS

o What am I being asked to vote on?
o What is the difference between a fundamental restriction and a
non-fundamental restriction?
o Why are these changes being proposed?
o Where can I find further details about these changes?

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o How does the board recommend that I vote on this proposal?

WHAT AM I BEING ASKED TO VOTE ON?

You are asked to approve changes to your fund's fundamental investment
restrictions. There are a number of investment restrictions that would be
changed, and it would be impossible to summarize all of them here. We encourage
you to read your proxy statement very carefully.

WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL RESTRICTION AND A NON-FUNDAMENTAL
RESTRICTION?

A fundamental restriction can be changed only with the approval of both the
fund's board and its shareholders, through a proxy such as this one. A
non-fundamental restriction can be changed with approval of only the fund's
board.

WHY ARE THESE CHANGES BEING PROPOSED?

o Several of the current restrictions reflect regulatory, business or
industry conditions or requirements that are no longer applicable.
o Some restrictions that previously were designated as fundamental are
not required to be fundamental and are proposed to be designated as
non-fundamental.
o The proposed changes will make investment restrictions more
consistent across all AIM funds.

Accordingly, the board believes changing these restrictions will enable the
funds to be managed more efficiently. In addition, this change will reduce the
number of restrictions that require a shareholder vote to be changed.
Therefore, each fund will be able to avoid the cost and delays associated with
such a vote, and thus be more flexible in the future.

WHERE CAN I FIND FURTHER DETAILS ABOUT THESE CHANGES?

Details are provided in the section of the proxy titled "Approval of Changes to
the Fundamental Restrictions."

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?

The board recommends that you vote FOR this proposal.
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PROPOSAL FOR CHANGING THE INVESTMENT OBJECTIVE AND MAKING IT NON-FUNDAMENTAL
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o What am I being asked to vote on?
o What is the difference between a fundamental objective and
non-fundamental objective?
o Why is this change being proposed?
o Will this change the types of investments the fund makes?
o How does the fund recommend that I vote on this proposal?

WHAT AM I BEING ASKED TO VOTE ON?

You are asked to approve changes to your fund's investment objective to make it
non-fundamental.

WHAT IS THE DIFFERENCE BETWEEN A FUNDAMENTAL OBJECTIVE AND A NON-FUNDAMENTAL
OBJECTIVE?

A fundamental objective can be changed only with approval of both the fund's
board and its shareholders, through a proxy such as this one. A non-fundamental
objective can be changed with approval of only the fund's board.

WHY IS THIS CHANGE BEING PROPOSED?

If the fund's investment objective is non-fundamental, the board will be able
to change your fund's investment objective without incurring the time and costs
of a shareholder vote.

WILL THIS CHANGE THE TYPES OF INVESTMENTS THE FUND MAKES?

No. The investment objective of the fund will not change if this proposal is
approved.

HOW DOES THE FUND RECOMMEND THAT I VOTE ON THIS PROPOSAL?

The board recommends that you vote FOR this proposal.
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A I M DISTRIBUTORS, INC. 7/2000

--Copyright--2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.

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ProxyCard.Com
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Welcome to ProxyCard.com, the fastest and most convenient way to vote your proxy
via the internet. To vote your shares, follow these four easy steps:

1. Review the proxy statement you received in the mail.

2. Enter the control number printed on your proxy card below.

3. Complete your internet proxy card and submit your vote. Don't forget to
click the "this vote is correct" button.

4. Print or save a copy of your confirmation for your records. You may also
have a confirmation emailed to you.

If you have more than one proxy card, you will need to vote each position
individually.

Enter a control number below (printed on your proxy card):

[ ]

[SUBMIT]
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ProxyCard.Com
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PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)
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PROXY SOLICITED BY THE BOARD OF TRUSTEES OF

AIM SMALL CAP GROWTH FUND

(A PORTFOLIO OF AIM GROWTH SERIES)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD
SEPTEMBER 1, 2000

THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM AND GARY T. CRUM, AND EACH OF
THEM SEPARATELY, PROXIES WITH THE POWER OF SUBSTITUTION TO EACH, AND HEREBY
AUTHORIZES THEM TO REPRESENT AND TO VOTE, AS DESIGNATED BELOW, AT THE SPECIAL
MEETING OF SHAREHOLDERS ON SEPTEMBER 1, 2000 AT 3:00 P.M., CENTRAL TIME, AND
AT ANY ADJOURNMENT THEREOF, ALL OF THE SHARES OF THE FUND WHICH THE
UNDERSIGNED WOULD BE ENTITLED TO VOTE IF PERSONALLY PRESENT. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. THE TRUSTEES
RECOMMEND VOTING "FOR" EACH PROPOSAL.

1. TO APPROVE A NEW INVESTMENT ADVISORY AGREEMENT WITH A I M ADVISORS, INC.

[ ] FOR

[ ] AGAINST

[ ] ABSTAIN

2. TO APPROVE CHANGES TO THE FUNDAMENTAL INVESTMENT RESTRICTIONS OF THE FUND.

2a. MODIFICATION OF FUNDAMENTAL RESTRICTION ON PORTFOLIO DIVERSIFICATION.

[ ] FOR

[ ] AGAINST
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[ ] ABSTAIN

2b. MODIFICATION OF FUNDAMENTAL RESTRICTION ON ISSUING SENIOR SECURITIES AND
BORROWING MONEY.