1
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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Scroll down
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
- -------------------

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.
3
AIM ADVISOR FLEX FUND

QUESTIONS & ANSWERS PROXY STATEMENT

o General Questions & Answers PROSPECTUS
o Proposal for Reorganization as a
Delaware Business Trust ANNUAL REPORT
o Proposal for Approval of a New Advisory
Agreement BACK TO PROXY
o Proposal for Approval of New INFORMATION
Sub-Advisory Agreements
o Proposal for Approval of a New ONLINE PROXY
Distribution Plan VOTING
o Proposal for Changing Fundamental
Investment Restrictions
o Proposal for Changing the Investment
Objective and Making It Non-Fundamental

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We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.

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 https://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 in person at the September 1, 2000 shareholder
4
meeting.

WHAT KINDS OF CHANGES ARE BEING PROPOSED?

You are asked to vote on:
o Electing directors of your fund. Directors are responsible for the
general oversight of the fund's business and for assuring that the
fund is managed in the best interests of the fund's shareholders.
Details are presented in the section of the proxy statement titled
"Election of Directors."
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."
o Ratifying the board's selection of independent accountants. Details
are presented in the section of the proxy statement titled
"Ratification of Selection of KPMG LLP as Independent Accountants."

In addition, there are a number of changes proposed for individual funds. It
would be impossible to summarize all of them here. We encourage you to read
your proxy statement very carefully and other information on this website to
see which specific changes are proposed.

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 are designed to
improve the consistency of language and policy across funds in The AIM Family
of Funds--Registered Trademark--. These changes also provide the funds with
increased flexibility to make changes in the future without incurring the
expense of a shareholder meeting.

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.
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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.
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 REORGANIZATION AS
A DELAWARE BUSINESS TRUST

o What am I being asked to vote on?
o Why is this change being proposed?
o Will there be any tax consequences as a result of this reorganization?
o Where can I find further details about this reorganization?
o How does the board recommend that I vote on this proposal?

WHAT AM I BEING ASKED TO VOTE ON?

Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.

WHY IS THIS CHANGE BEING PROPOSED?

AIM and the board believe that the Delaware business trust organization has
advantages over the Maryland corporation organization. This is why the Delaware
business trust is being used by an increasing number of mutual funds, including
many other AIM funds. Reorganization as a Delaware business trust will result
in greater consistency of fund structure across the AIM fund complex.

The Delaware business trust is more flexible than a Maryland corporation. Among
other things, a Delaware business trust will have greater flexibility to
conduct business without the necessity of engaging in expensive proxy
solicitations to shareholders. Thus, the reorganization may help to contain
costs.

WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?

No. The reorganization will be a tax-free event under the appropriate section
of the Internal Revenue Code. Therefore, shareholders will not recognize a gain
or a loss for federal income tax purposes as a result of the reorganization.
However, we do encourage shareholders to consult their tax advisors regarding
the effect, if any, of the reorganization in light of their individual
circumstances as to state and local tax consequences.

WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?

Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
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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 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?

You are asked to approve a new advisory agreement between AIM and AIM Advisor
Funds, Inc. 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. The advisory agreement can only be amended with
shareholder approval.

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

It 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). These and certain other 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 fee schedule applicable to
your fund, 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 and would be
deducted from any additional income generated from securities lending
activities.

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 APPROVAL
OF NEW SUB-ADVISORY AGREEMENTS

o What am I being asked to vote on?
o How does the proposed new sub-advisory agreement differ from the
current sub-advisory agreement?
o Will the new sub-advisory agreement change the way my fund is managed?
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 a new sub-advisory agreement between AIM and your
fund's current sub-advisor. The fund's current sub-advisor is INVESCO Inc.
("INVESCO"). Both INVESCO and A I M Management Group Inc. ("AIM Management")
are subsidiaries of AMVESCAP. The current sub-advisory agreement, among other
things, authorizes INVESCO to manage the investment and reinvestment of all
assets, determine what securities to purchase or sell and provide investment
analysis and research. The sub-advisory agreement can only be amended with
shareholder approval.

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

Among other things, it clarifies that the sub-advisor will provide a continuous
investment program to all or a portion of the securities, investments and cash
of the fund, and maintain compliance procedures. It also revises the
compensation section so that the sub-advisor would receive an annual fee equal
to a percentage of AIM's compensation on the sub-advised assets.

WILL THE NEW SUB-ADVISORY AGREEMENT CHANGE THE WAY MY FUND IS MANAGED?

No changes in the level or type of services provided by the sub-advisors would
occur if the new sub-advisory agreements are approved by shareholders.

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 OF APPROVAL
OF A NEW DISTRIBUTION PLAN

o What am I being asked to vote on?
o How does the proposed distribution plan differ from the current plan?
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?

You are being asked to approve a new distribution plan for Class A and Class C
shares of your fund. The new distribution plan is the form of distribution plan
adopted by other retail funds having A I M Distributors, Inc. ("AIM
Distributors") as their distributor.

HOW DOES THE PROPOSED DISTRIBUTION PLAN DIFFER FROM THE CURRENT PLAN?

Details can be found in the section of the proxy statement titled "Approval of
a New Distribution Plan." Mainly, the changes are designed to conform the
current distribution plan to AIM Distributors' uniform model distribution plan
used by the other AIM funds. The Board believes that having the funds and other
AIM Distributors funds operate pursuant to similar plans will enhance operating
efficiencies of the funds and AIM Distributors.

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

The proposed distribution plan would not change the fee schedule for your fund.
(The amounts that would have been paid had the new plan been in effect during
the last fiscal year would not differ from actual amounts paid.)

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 INVESTMENT 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 "Changes to the
Fundamental Investment Restrictions of All Funds."

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 a non-
fundamental objective?
o Why are these changes being proposed?
o Will this change the types of investments the fund makes?
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 investment objective to make it
non-fundamental and to eliminate from the investment objective the types of
securities your fund proposes to purchase in pursuing that objective.

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 ARE THESE CHANGES BEING PROPOSED?

The current investment objectives state that this fund will invest without
regard to federal income tax considerations. The board believes that the
investment objective of the fund should omit the statement that the fund will
invest without regard to tax considerations. If the fund invests without regard
to tax considerations, shareholders of the funds may realize significant
taxable gains.

This change will allow the board to operate the fund on a tax-managed basis,
resulting in little capital gain to shareholders, if the board so chooses,
without seeking a shareholder vote.

WILL THIS CHANGE THE TYPES OF INVESTMENTS THE FUND MAKES?

No. Neither the investment objective nor the types of securities the fund buys
will change if this is approved.

HOW DOES THE BOARD 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.

12
ProxyCard.Com
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Welcome to ProxyCard.com, the fastest and most convenient way to vote your proxy
over 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 your 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 ]

ProxyCard.Com
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PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)

AIM ADVISOR FLEX FUND

PROXY SOLICITED BY THE BOARD OF DIRECTORS OF

AIM ADVISOR FUNDS, INC.

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

THE UNDERSIGNED HEREBY APPOINTS ROBERT H. GRAHAM, GARY T. CRUM AND LEWIS F.
PENNOCK, 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" EACH DIRECTOR AND "FOR" THE APPROVAL OF EACH OTHER PROPOSAL.

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

1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM ADVISOR FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:

[ ] FOR ALL

[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES

[ ] FOR ALL EXCEPT

To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.

01. Charles T. Bauer 06. Carl Frischling
02. Bruce L. Crockett 07. Robert H. Graham
03. Owen Daly II 08. Prema Mathai-Davis
04. Edward K. Dunn, Jr. 09. Lewis F. Pennock
05. Jack M. Fields 10. Louis S. Sklar

[ ]
14

2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM ADVISOR FUNDS, INC. AS A DELAWARE BUSINESS TRUST.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

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

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

4. TO APPROVE A NEW MASTER SUB-ADVISORY AGREEMENT BETWEEN A I M ADVISORS,
INC. AND INVESCO, INC.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

5. TO APPROVE A NEW MASTER DISTRIBUTION PLAN (CLASS A AND CLASS C SHARES) FOR
THE CLASS A AND CLASS C SHARES OF THE FUND.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.

6a. CHANGE TO FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.

[ ] FOR

15
[ ] AGAINST
[ ] ABSTAIN

6e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MORTGAGING, PLEDGING,
HYPOTHECATING OR OTHERWISE TRANSFERRING ASSETS AS SECURITY
FOR INDEBTEDNESS.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

16
6l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING RESTRICTED AND
ILLIQUID SECURITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

7. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF THE FUND AND MAKING
IT NON-FUNDAMENTAL.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

8. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

9. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.

[ SUBMIT ]

17
ProxyCard.Com
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THIS IS YOUR COMPLETED PROXY CARD. SIGN AND SUBMIT YOUR CARD BY CLICKING
"THIS VOTE IS CORRECT" AT THE BOTTOM OF THE PAGE. TO MAKE CHANGES USE THE
"BACK" BUTTON BELOW. YOU MAY PRINT OR SAVE THIS PAGE OR HAVE A CONFIRMATION
OF YOUR VOTE E-MAILED TO YOU.

[BACK]

[ ] Check this box and enter your e-mail address below if you want to be
e-mailed a copy of your voted proxy. A confirmation will be sent after
you press the "This Vote is Correct" button at the bottom of this
page.

e-mail: [ ]

PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)

AIM ADVISOR FLEX FUND

PROXY SOLICITED BY THE BOARD OF DIRECTORS OF

AIM ADVISOR FUNDS, INC.

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

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

1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM ADVISOR FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED
AND QUALIFIED:

18
[X] FOR ALL

WITHHOLD AUTHORITY FOR ALL NOMINEES

FOR ALL EXCEPT

To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.

2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM ADVISOR FUNDS, INC. AS A DELAWARE BUSINESS TRUST.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

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

[X] FOR
AGAINST
ABSTAIN

4. TO APPROVE A NEW MASTER SUB-ADVISORY AGREEMENT BETWEEN A I M ADVISORS, INC.
AND INVESCO, INC.

[X] FOR
AGAINST
ABSTAIN

5. TO APPROVE A NEW MASTER DISTRIBUTION PLAN (CLASS A AND CLASS C SHARES) FOR
THE CLASS A AND CLASS C SHARES OF THE FUND.

[X] FOR
AGAINST
ABSTAIN

6. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.

6a. CHANGE TO FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.

[X] FOR
AGAINST
ABSTAIN

6b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.

[X] FOR
AGAINST
ABSTAIN

6c. CHANGE TO FUNDAMENTAL RESTRICTION ON
19

UNDERWRITING SECURITIES.

[X] FOR
AGAINST
ABSTAIN

6d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.

[X] FOR
AGAINST
ABSTAIN

6e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.

[X] FOR
AGAINST
ABSTAIN

6f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.

[X] FOR
AGAINST
ABSTAIN

6g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.

[X] FOR
AGAINST
ABSTAIN

6h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.

[X] FOR
AGAINST
ABSTAIN

6i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.

[X] FOR
AGAINST

20
ABSTAIN

6k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MORTGAGING, PLEDGING,
HYPOTHECATING OR OTHERWISE TRANSFERRING ASSETS AS SECURITY FOR
INDEBTEDNESS.

[X] FOR
AGAINST
ABSTAIN

6l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.

[X] FOR
AGAINST
ABSTAIN

6m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING RESTRICTED AND
ILLIQUID SECURITIES.

[X] FOR
AGAINST
ABSTAIN

7. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF THE FUND AND MAKING IT
NON-FUNDAMENTAL.

[X] FOR
AGAINST
ABSTAIN

8. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.

[X] FOR
AGAINST
ABSTAIN

9. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.

Is this vote correct?

[THIS VOTE IS CORRECT] [BACK]

If you want to change your vote, use a "Back" button to return to the previous
page.

ProxyCard.Com
- -------------------------------------------------------------------------------

Your vote has been submitted.

If you would like to vote another proxy, enter a control number below:

[ ]

[ SUBMIT ]

22
The enclosed proxy statement provides details on important issues affecting
your Fund. The Fund's Board of Directors recommends that you vote
"FOR" all the proposals.

TELEPHONE INTERNET MAIL

To vote by phone please: To vote by Internet please: To vote by mail please:
1. Read the Proxy Statement and 1. Read the Proxy Statement and 1. Simply return your completed
have your Proxy Card have your Proxy Card Proxy Card in the enclosed
available. available. postage-paid envelope.
2. Call 1-800-334-4504 2. Go to www.aimfunds.com and
3. Enter the 12-digit control select Proxy Voting to access
number shown on your Proxy your fund.
Card and follow the simple 3. Enter the 12-digit control
instructions. number shown on your Proxy
Card and follow the simple
instructions.

THANK YOU FOR YOUR PROMPT VOTE.
23

EVERY SHAREHOLDER'S VOTE IS IMPORTANT!

Dear Shareholder:

Please take time to participate in this extremely important proxy vote. Your
prompt participation is important and critical. If not enough shareholders
vote, it may be necessary to have a second proxy mailing involving considerable
expense.

Please note that you may have received multiple proxy cards. Please vote all
enclosed cards so your vote can be recorded promptly. We appreciate your
cooperation.

Thank You for Your Vote.

[AIM FUNDS LOGO APPEARS HERE]
--Registered Trademark--
24
PROXY INFORMATION

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.

----------------------
Scroll down
prospectus menu [GO]
----------------------

- -------------------------------------------------------------------------------

WAYS TO VOTE

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

BY INTERNET
[GRAPHIC]
ONLINE PROXY VOTING
- -------------------

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.

--Copyright-- 2000 A I M Management Group Inc. All Rights Reserved.
Important Legal Information.
26

AIM ADVISOR INTERNATIONAL VALUE FUND

QUESTIONS & ANSWERS PROXY STATEMENT
o General Questions & Answers
o Proposal for Reorganization as a PROSPECTUS
Delaware Business Trust
o Proposal for Approval of a New Advisory ANNUAL REPORT
Agreement
o Proposal for Approval of New BACK TO PROXY
Sub-Advisory Agreements INFORMATION
o Proposal for Approval of a New
Distribution Plan ONLINE PROXY
o Proposal for Changing Fundamental VOTING
Investment Restrictions
o Proposal for Changing the Investment
Objective and Making It Non-Fundamental

- -------------------------------------------------------------------------------

We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.

GENERAL QUESTIONS & ANSWERS

HOW DO I VOTE?

Voting may take place in the following ways:

WHAT KINDS OF CHANGES ARE BEING PROPOSED?

You are asked to vote on:

o Electing directors of your fund. Directors are responsible for the
general oversight of the fund's business and for assuring that the
fund is managed in the best interests of the fund's shareholders.
Details are presented in the section of the proxy statement titled
"Election of Directors."
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."
o Ratifying the board's selection of independent accountants. Details
are presented in the section of the proxy statement titled
"Ratification of Selection of KPMG LLP as Independent 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?

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.
28
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?

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:

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.

Back to Top
29
- -------------------------------------------------------------------------------
PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST

WHAT AM I BEING ASKED TO VOTE ON?

Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.

WHY IS THIS CHANGE BEING PROPOSED?

WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?

WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?

Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
30
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?

The board recommends that you vote FOR this proposal.
Back to Top

- -------------------------------------------------------------------------------

PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT

WHAT AM I BEING ASKED TO VOTE ON?

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

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

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

The board recommends that you vote FOR this proposal.
31
Back to Top

- -------------------------------------------------------------------------------

PROPOSAL FOR APPROVAL OF NEW SUB-ADVISORY AGREEMENTS

WHAT AM I BEING ASKED TO VOTE ON?

You are asked to approve a new sub-advisory agreement between AIM and your
fund's current sub-advisor. The fund's current sub-advisor is INVESCO Global
Asset Management (N.A.), Inc. ("INVESCO Global Asset Management"). Both INVESCO
Global Asset Management and A I M Management Group Inc. are subsidiaries of
AMVESCAP. The current sub-advisory agreement, among other things, authorizes
INVESCO Global Asset Management to manage the investment and reinvestment of
all assets, determine what securities to purchase or sell and provide
investment analysis and research. The sub-advisory agreement can only be
amended with shareholder approval.

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

WILL THE NEW SUB-ADVISORY AGREEMENT CHANGE THE WAY MY FUND IS MANAGED?

No changes in the level or type of services provided by the sub-advisors would
occur if the new sub-advisory agreements are approved by shareholders.

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

The board recommends that you vote FOR this proposal.
Back to Top

- -------------------------------------------------------------------------------
32
PROPOSAL OF APPROVAL OF A NEW DISTRIBUTION PLAN

WHAT AM I BEING ASKED TO VOTE ON?

HOW DOES THE PROPOSED DISTRIBUTION PLAN DIFFER FROM THE CURRENT PLAN?

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

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

The board recommends that you vote FOR this proposal.
Back to Top

- -------------------------------------------------------------------------------

PROPOSAL FOR CHANGING FUNDAMENTAL INVESTMENT 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?
o How does the board recommend that I vote on this proposal?
33
WHAT AM I BEING ASKED TO VOTE ON?

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

WHY ARE THESE CHANGES BEING PROPOSED?

WHERE CAN I FIND FURTHER DETAILS ABOUT THESE CHANGES?

Details are provided in the section of the proxy titled "Changes to the
Fundamental Investment Restrictions of All Funds."

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

The board recommends that you vote FOR this proposal.
Back to Top

- -------------------------------------------------------------------------------

PROPOSAL FOR CHANGING THE INVESTMENT OBJECTIVE AND MAKING IT NON-FUNDAMENTAL

o What am I being asked to vote on?
34
o What is the difference between a fundamental objective and a
non-fundamental objective?
o Why are these changes being proposed?
o Will this change the types of investments the fund makes?
o How does the board recommend that I vote on this proposal?

WHAT AM I BEING ASKED TO VOTE ON?

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

WHY ARE THESE CHANGES BEING PROPOSED?

The current investment objectives state that this fund will invest without
regard to U.S. or foreign tax considerations. The board believes that the
investment objective of the fund should omit the statement that the fund will
invest without regard to tax considerations. If the fund invests without regard
to tax considerations, shareholders of the funds may realize significant
taxable gains.

This change will allow the board to operate the fund on a tax-managed basis,
resulting in little capital gain to shareholders, if the board so chooses,
without seeking a shareholder vote.

WILL THIS CHANGE THE TYPES OF INVESTMENTS THE FUND MAKES?

No. Neither the investment objective nor the types of securities the fund buys
will change if this is approved.

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

The board recommends that you vote FOR this proposal.

- -------------------------------------------------------------------------------

A I M DISTRIBUTORS, INC. 7/2000

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

35
ProxyCard.Com
- -------------------------------------------------------------------------------

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

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 ]

ProxyCard.Com
- -------------------------------------------------------------------------------

PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)

AIM ADVISOR INTERNATIONAL VALUE FUND

PROXY SOLICITED BY THE BOARD OF DIRECTORS OF

AIM ADVISOR FUNDS, INC.

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

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

1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM ADVISOR FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:

[ ] FOR ALL

[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES

[ ] FOR ALL EXCEPT

To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.

[ ]
37

2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM ADVISOR FUNDS, INC. AS A DELAWARE BUSINESS TRUST.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

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

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

4. TO APPROVE A NEW MASTER SUB-ADVISORY AGREEMENT BETWEEN A I M ADVISORS,
INC. AND INVESCO, INC.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

5. TO APPROVE A NEW MASTER DISTRIBUTION PLAN (CLASS A AND CLASS C SHARES) FOR
THE CLASS A AND CLASS C SHARES OF THE FUND.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.

6a. CHANGE TO FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.

[ ] FOR

38
[ ] AGAINST
[ ] ABSTAIN

6e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MORTGAGING, PLEDGING,
HYPOTHECATING OR OTHERWISE TRANSFERRING ASSETS AS SECURITY
FOR INDEBTEDNESS.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.

6m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING RESTRICTED AND
ILLIQUID SECURITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

7. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF THE FUND AND MAKING
IT NON-FUNDAMENTAL.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

8. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

9. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.

[ SUBMIT ]

40
ProxyCard.Com
- --------------------------------------------------------------------------------

[BACK]

e-mail: [ ]

PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)

AIM ADVISOR INTERNATIONAL VALUE FUND

PROXY SOLICITED BY THE BOARD OF DIRECTORS OF

AIM ADVISOR FUNDS, INC.

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

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

1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM ADVISOR FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED
AND QUALIFIED:

41
[X] FOR ALL

WITHHOLD AUTHORITY FOR ALL NOMINEES

FOR ALL EXCEPT

To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.

2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM ADVISOR FUNDS, INC. AS A DELAWARE BUSINESS TRUST.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

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

[X] FOR
AGAINST
ABSTAIN

4. TO APPROVE A NEW MASTER SUB-ADVISORY AGREEMENT BETWEEN A I M ADVISORS, INC.
AND INVESCO, INC.

[X] FOR
AGAINST
ABSTAIN

5. TO APPROVE A NEW MASTER DISTRIBUTION PLAN (CLASS A AND CLASS C SHARES) FOR
THE CLASS A AND CLASS C SHARES OF THE FUND.

[X] FOR
AGAINST
ABSTAIN

6. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.

6a. CHANGE TO FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.

[X] FOR
AGAINST
ABSTAIN

6b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.

[X] FOR
AGAINST
ABSTAIN

6c. CHANGE TO FUNDAMENTAL RESTRICTION ON
42

UNDERWRITING SECURITIES.

[X] FOR
AGAINST
ABSTAIN

6d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.

[X] FOR
AGAINST
ABSTAIN

6e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.

[X] FOR
AGAINST
ABSTAIN

6f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.

[X] FOR
AGAINST
ABSTAIN

6g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.

[X] FOR
AGAINST
ABSTAIN

6h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.

[X] FOR
AGAINST
ABSTAIN

6i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.

[X] FOR
AGAINST

43
ABSTAIN

6k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MORTGAGING, PLEDGING,
HYPOTHECATING OR OTHERWISE TRANSFERRING ASSETS AS SECURITY FOR
INDEBTEDNESS.

[X] FOR
AGAINST
ABSTAIN

6l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.

[X] FOR
AGAINST
ABSTAIN

6m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING RESTRICTED AND
ILLIQUID SECURITIES.

[X] FOR
AGAINST
ABSTAIN

7. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF THE FUND AND MAKING IT
NON-FUNDAMENTAL.

[X] FOR
AGAINST
ABSTAIN

8. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.

[X] FOR
AGAINST
ABSTAIN

9. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.

Is this vote correct?

[THIS VOTE IS CORRECT] [BACK]

If you want to change your vote, use a "Back" button to return to the previous
page.

ProxyCard.Com
- -------------------------------------------------------------------------------

Your vote has been submitted.

If you would like to vote another proxy, enter a control number below:

[ ]

[ SUBMIT ]

45
The enclosed proxy statement provides details on important issues affecting
your Fund. The Fund's Board of Directors recommends that you vote
"FOR" all the proposals.

TELEPHONE INTERNET MAIL

THANK YOU FOR YOUR PROMPT VOTE.
46

EVERY SHAREHOLDER'S VOTE IS IMPORTANT!

Dear Shareholder:

Please note that you may have received multiple proxy cards. Please vote all
enclosed cards so your vote can be recorded promptly. We appreciate your
cooperation.

Thank You for Your Vote.

[AIM FUNDS LOGO APPEARS HERE]
--Registered Trademark--
47
PROXY INFORMATION

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.

----------------------
Scroll down
prospectus menu [GO]
----------------------

- -------------------------------------------------------------------------------

WAYS TO VOTE

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

BY INTERNET
[GRAPHIC]
ONLINE PROXY VOTING
- -------------------

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.

AIM ADVISOR REAL ESTATE FUND

QUESTIONS & ANSWERS PROXY STATEMENT

o General Questions & Answers PROSPECTUS
o Proposal for Reorganization as a
Delaware Business Trust ANNUAL REPORT
o Proposal for Approval of a New Advisory
Agreement BACK TO PROXY
o Proposal for Approval of New Sub-Advisory INFORMATION
Agreements
o Proposal for Approval of a New Distribution Plan ONLINE PROXY
o Proposal for Changing Fundamental Investment VOTING
Restrictions
o Proposal for Changing the Investment Objective
and Making It Non-Fundamental

- -------------------------------------------------------------------------------

We encourage you to read the proxy statement in full; however, the following
represent some typical questions that shareholders may have regarding the proxy
statement.

GENERAL QUESTIONS & ANSWERS

HOW DO I VOTE?

Voting may take place in the following ways:

WHAT KINDS OF CHANGES ARE BEING PROPOSED?

You are asked to vote on:

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?

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.
51
HAS AIM CONTRACTED FOR THE SERVICES OF A PROXY SOLICITOR?

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:

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.
Back to Top
52
- -------------------------------------------------------------------------------

PROPOSAL FOR REORGANIZATION AS A DELAWARE BUSINESS TRUST

WHAT AM I BEING ASKED TO VOTE ON?

Your fund is a series portfolio of a company organized as a Maryland
corporation. You are asked to approve a plan of reorganization to reorganize
that company as a Delaware business trust.

WHY IS THIS CHANGE BEING PROPOSED?

WILL THERE BE ANY TAX CONSEQUENCES AS A RESULT OF THIS REORGANIZATION?

WHERE CAN I FIND FURTHER DETAILS ABOUT THIS REORGANIZATION?

Details are provided in the section of the proxy titled "Approval of an
Agreement and Plan of Reorganization to Reorganize the Company as a Delaware
Business Trust."
53
HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THIS PROPOSAL?

The board recommends that you vote FOR this proposal.
Back to Top
- -------------------------------------------------------------------------------

PROPOSAL FOR APPROVAL OF A NEW ADVISORY AGREEMENT

WHAT AM I BEING ASKED TO VOTE ON?

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

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

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

The board recommends that you vote FOR this proposal.
54
Back to Top

- -------------------------------------------------------------------------------

PROPOSAL FOR APPROVAL OF NEW SUB-ADVISORY AGREEMENTS

WHAT AM I BEING ASKED TO VOTE ON?

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

WILL THE NEW SUB-ADVISORY AGREEMENT CHANGE THE WAY MY FUND IS MANAGED?

No changes in the level or type of services provided by the sub-advisors would
occur if the new sub-advisory agreements are approved by shareholders.

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

The board recommends that you vote FOR this proposal.
Back to Top

- -------------------------------------------------------------------------------
55
PROPOSAL OF APPROVAL OF A NEW DISTRIBUTION PLAN

WHAT AM I BEING ASKED TO VOTE ON?

HOW DOES THE PROPOSED DISTRIBUTION PLAN DIFFER FROM THE CURRENT PLAN?

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

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

The board recommends that you vote FOR this proposal.
Back to Top

- -------------------------------------------------------------------------------

PROPOSAL FOR CHANGING FUNDAMENTAL INVESTMENT 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?
o How does the board recommend that I vote on this proposal?
56
WHAT AM I BEING ASKED TO VOTE ON?

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

WHY ARE THESE CHANGES BEING PROPOSED?

WHERE CAN I FIND FURTHER DETAILS ABOUT THESE CHANGES?

Details are provided in the section of the proxy titled "Changes to the
Fundamental Investment Restrictions of All Funds."

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

The board recommends that you vote FOR this proposal.
Back to Top

- -------------------------------------------------------------------------------

PROPOSAL FOR CHANGING THE INVESTMENT OBJECTIVE AND MAKING IT NON-FUNDAMENTAL

o What am I being asked to vote on?
57
o What is the difference between a fundamental objective and a
non-fundamental objective?
o Why are these changes being proposed?
o Will this change the types of investments the fund makes?
o How does the board recommend that I vote on this proposal?

WHAT AM I BEING ASKED TO VOTE ON?

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

WHY ARE THESE CHANGES BEING PROPOSED?

This change will allow the board to operate the fund on a tax-managed basis,
resulting in little capital gain to shareholders, if the board so chooses,
without seeking a shareholder vote.

WILL THIS CHANGE THE TYPES OF INVESTMENTS THE FUND MAKES?

No. Neither the investment objective nor the types of securities the fund buys
will change if this is approved.

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

The board recommends that you vote FOR this proposal.

- -------------------------------------------------------------------------------

A I M DISTRIBUTORS, INC. 7/2000

58
ProxyCard.Com
- -------------------------------------------------------------------------------

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

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 ]

ProxyCard.Com
- -------------------------------------------------------------------------------

PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)

AIM ADVISOR REAL ESTATE FUND

PROXY SOLICITED BY THE BOARD OF DIRECTORS OF

AIM ADVISOR FUNDS, INC.

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

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

1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM ADVISOR FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED AND
QUALIFIED:

[ ] FOR ALL

[ ] WITHHOLD AUTHORITY FOR ALL NOMINEES

[ ] FOR ALL EXCEPT

To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.

[ ]
60

2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM ADVISOR FUNDS, INC. AS A DELAWARE BUSINESS TRUST.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

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

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

4. TO APPROVE A NEW MASTER SUB-ADVISORY AGREEMENT BETWEEN A I M ADVISORS,
INC. AND INVESCO, INC.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

5. TO APPROVE A NEW MASTER DISTRIBUTION PLAN (CLASS A AND CLASS C SHARES) FOR
THE CLASS A AND CLASS C SHARES OF THE FUND.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.

6a. CHANGE TO FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6c. CHANGE TO FUNDAMENTAL RESTRICTION ON UNDERWRITING SECURITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.

[ ] FOR

61
[ ] AGAINST
[ ] ABSTAIN

6e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MORTGAGING, PLEDGING,
HYPOTHECATING OR OTHERWISE TRANSFERRING ASSETS AS SECURITY
FOR INDEBTEDNESS.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.

6m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING RESTRICTED AND
ILLIQUID SECURITIES.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

7. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF THE FUND AND MAKING
IT NON-FUNDAMENTAL.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

8. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

9. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.

[ SUBMIT ]

63
ProxyCard.Com
- --------------------------------------------------------------------------------

[BACK]

e-mail: [ ]

PROXY STATEMENT (ADOBE ACROBAT READER REQUIRED)

AIM ADVISOR REAL ESTATE FUND

PROXY SOLICITED BY THE BOARD OF DIRECTORS OF

AIM ADVISOR FUNDS, INC.

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

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

1. TO ELECT TEN INDIVIDUALS TO THE BOARD OF DIRECTORS OF AIM ADVISOR FUNDS,
INC., EACH OF WHOM WILL SERVE UNTIL HIS OR HER SUCCESSOR IS ELECTED
AND QUALIFIED:

64
[X] FOR ALL

WITHHOLD AUTHORITY FOR ALL NOMINEES

FOR ALL EXCEPT

To withhold your vote for any individual nominee, click "FOR ALL EXCEPT"
and type the nominee's number in the box below.

2. TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION WHICH PROVIDES FOR THE
REORGANIZATION OF AIM ADVISOR FUNDS, INC. AS A DELAWARE BUSINESS TRUST.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

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

[X] FOR
AGAINST
ABSTAIN

4. TO APPROVE A NEW MASTER SUB-ADVISORY AGREEMENT BETWEEN A I M ADVISORS, INC.
AND INVESCO, INC.

[X] FOR
AGAINST
ABSTAIN

5. TO APPROVE A NEW MASTER DISTRIBUTION PLAN (CLASS A AND CLASS C SHARES) FOR
THE CLASS A AND CLASS C SHARES OF THE FUND.

[X] FOR
AGAINST
ABSTAIN

6. TO APPROVE CHANGING THE FUND'S FUNDAMENTAL INVESTMENT RESTRICTIONS.

6a. CHANGE TO FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION.

[X] FOR
AGAINST
ABSTAIN

6b. CHANGE TO FUNDAMENTAL RESTRICTIONS ON BORROWING MONEY AND ISSUING SENIOR
SECURITIES.

[X] FOR
AGAINST
ABSTAIN

6c. CHANGE TO FUNDAMENTAL RESTRICTION ON

UNDERWRITING SECURITIES.

[X] FOR
AGAINST
ABSTAIN

6d. CHANGE TO FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION.

[X] FOR
AGAINST
ABSTAIN

6e. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING REAL ESTATE.

[X] FOR
AGAINST
ABSTAIN

6f. CHANGE TO FUNDAMENTAL RESTRICTION ON PURCHASING OR SELLING COMMODITIES.

[X] FOR
AGAINST
ABSTAIN

6g. CHANGE TO FUNDAMENTAL RESTRICTION ON MAKING LOANS.

[X] FOR
AGAINST
ABSTAIN

6h. APPROVAL OF A NEW FUNDAMENTAL INVESTMENT RESTRICTION ON INVESTING ALL OF
THE FUND'S ASSETS IN AN OPEN-END FUND.

[X] FOR
AGAINST
ABSTAIN

6i. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MARGIN TRANSACTIONS.

[ ] FOR
[ ] AGAINST
[ ] ABSTAIN

6j. ELIMINATION OF FUNDAMENTAL RESTRICTION ON SHORT SALES OF SECURITIES.

[X] FOR
AGAINST

66
ABSTAIN

6k. ELIMINATION OF FUNDAMENTAL RESTRICTION ON MORTGAGING, PLEDGING,
HYPOTHECATING OR OTHERWISE TRANSFERRING ASSETS AS SECURITY FOR
INDEBTEDNESS.

[X] FOR
AGAINST
ABSTAIN

6l. ELIMINATION OF FUNDAMENTAL RESTRICTION ON INVESTING FOR THE PURPOSE OF
CONTROL.

[X] FOR
AGAINST
ABSTAIN

6m. ELIMINATION OF FUNDAMENTAL RESTRICTION ON PURCHASING RESTRICTED AND
ILLIQUID SECURITIES.

[X] FOR
AGAINST
ABSTAIN

7. TO APPROVE CHANGING THE INVESTMENT OBJECTIVE OF THE FUND AND MAKING IT
NON-FUNDAMENTAL.

[X] FOR
AGAINST
ABSTAIN

8. TO RATIFY THE SELECTION OF KPMG LLP AS INDEPENDENT ACCOUNTANTS FOR THE
FISCAL YEAR ENDING IN 2000.

[X] FOR
AGAINST
ABSTAIN

9. IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.

Is this vote correct?

[THIS VOTE IS CORRECT] [BACK]

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page.

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[ ]

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68
The enclosed proxy statement provides details on important issues affecting
your Fund. The Fund's Board of Directors recommends that you vote
"FOR" all the proposals.

TELEPHONE INTERNET MAIL

THANK YOU FOR YOUR PROMPT VOTE.
69

EVERY SHAREHOLDER'S VOTE IS IMPORTANT!

Dear Shareholder:

Please note that you may have received multiple proxy cards. Please vote all
enclosed cards so your vote can be recorded promptly. We appreciate your
cooperation.

Thank You for Your Vote.

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