SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for use of
the Commission Only (as
permitted by
Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12

AIM INTERNATIONAL FUNDS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0- 11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

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AIM INTERNATIONAL FUNDS, INC.

AIM ASIA PACIFIC GROWTH FUND
AIM EUROPEAN GROWTH FUND
AIM GLOBAL AGGRESSIVE GROWTH FUND
AIM GLOBAL GROWTH FUND
AIM INTERNATIONAL GROWTH FUND

August 25, 2003

Dear Shareholder:

As you may be aware, AMVESCAP PLC, the parent company of your Fund's
investment advisor, has undertaken an integration initiative for its North
American mutual fund operations. In the first phase of the integration
initiative, A I M Distributors, Inc. became the sole distributor for all INVESCO
Funds and is now the distributor for all INVESCO Funds and the AIM Funds
(including your Fund).

As a result of this integration initiative, the independent directors
of your Board of Directors believe that your interests would best be served if
the AIM Funds and the INVESCO Funds had a unified board of directors/trustees.
The attached proxy statement seeks your vote in favor of the persons nominated
to serve as directors.

The integration initiative also calls for changing the organizational
structure of the AIM Funds and the INVESCO Funds. To accomplish this goal,
AMVESCAP PLC has recommended that all INVESCO Funds and AIM Funds organized as
Maryland corporations change their form and state of organization to Delaware
statutory trusts. Your Board has approved redomesticating your Fund as a series
of a Delaware statutory trust. The attached proxy statement seeks your approval
of this redomestication.

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 your shares 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, Georgeson Shareholder Communications, Inc., reminding you to vote
your shares.

Sincerely,

/s/ Robert H. Graham
----------------------
Chairman and President

AIM INTERNATIONAL FUNDS, INC.

AIM ASIA PACIFIC GROWTH FUND
AIM EUROPEAN GROWTH FUND
AIM GLOBAL AGGRESSIVE GROWTH FUND
AIM GLOBAL GROWTH FUND
AIM INTERNATIONAL GROWTH FUND

11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 21, 2003

To the Shareholders of each of the five series portfolios of AIM International
Funds, Inc. ("Company") listed above:

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

1. Elect 16 directors to the Board of Directors of Company, each of
whom will serve until his or her successor is elected and qualified.

2. Approve an Agreement and Plan of Reorganization which provides for
the redomestication of Company as a Delaware statutory trust and, in connection
therewith, the sale of all of Company's assets and the dissolution of Company as
a Maryland corporation.

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

We are holding the Special Meeting at 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173 on October 21, 2003, at 3:00 p.m., Central Time.

Shareholders of record as of the close of business on July 25, 2003 are
entitled to notice of, and to vote at, the Special Meeting or any adjournment of
the Special Meeting.

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

/s/ Nancy L. Martin
-------------------
Secretary
August 25, 2003

AIM INTERNATIONAL FUNDS, INC.

AIM ASIA PACIFIC GROWTH FUND
AIM EUROPEAN GROWTH FUND
AIM GLOBAL AGGRESSIVE GROWTH FUND
AIM GLOBAL GROWTH FUND
AIM INTERNATIONAL GROWTH FUND

11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 21, 2003

INTRODUCTION

Proposals 1 and 2 that you are being asked to vote on relate to or
result from an integration initiative announced on March 27, 2003, by AMVESCAP
PLC ("AMVESCAP"), the parent company of A I M Advisors, Inc. ("AIM") and INVESCO
Funds Group, Inc. ("INVESCO"), with respect to its North American mutual fund
operations. The primary components of AMVESCAP's integration initiative are:

o Using a single distributor for all AMVESCAP mutual funds in the
United States, with A I M Distributors, Inc. ("AIM Distributors"),
the distributor for the retail mutual funds advised by AIM (the
"AIM Funds"), replacing INVESCO Distributors, Inc. as the
distributor for the retail mutual funds advised by INVESCO (the
"INVESCO Funds") effective July 1, 2003.

o Integrating back office support and creating a single platform for
back office support of AMVESCAP's mutual fund operations in the
United States, including such support services as transfer agency
and information technology, with the result that shares of the AIM
Funds and shares of the INVESCO Funds generally will be able to be
exchanged for shares of the same or a similar class of each other.

o Rationalizing and streamlining the various AIM Funds and INVESCO
Funds, thereby reducing the number of smaller and less efficient
funds that compete for limited shareholder assets and
consolidating certain funds having similar investment objectives
and strategies.

o Rationalizing the contractual arrangements for the provision of
investment advisory and administrative services to the AIM Funds
and the INVESCO Funds, with the objective of having AIM become the
investment advisor and administrator for each INVESCO Fund.

o Simplifying the organizational structure of the AIM Funds and the
INVESCO Funds so that they are all organized as Delaware statutory
trusts, using as few entities as practicable. Proposal 2 relates
to this component of AMVESCAP's integration initiative.

In considering the integration initiative proposed by AMVESCAP, the
directors/trustees of the AIM Funds and the directors of the INVESCO Funds who
are not "interested persons" (as defined in the Investment Company Act of 1940
(the "1940 Act")) of the Funds or their advisors determined that the
shareholders of both the AIM Funds and the INVESCO Funds would benefit if one
set of directors/trustees was responsible for overseeing the operation of both
the AIM Funds and the INVESCO Funds and the services provided by AIM, INVESCO
and their affiliates. Accordingly, these directors/trustees agreed to combine
the separate boards and create a unified board of directors/trustees. Proposal 1
relates to the election of directors of your Fund.

INFORMATION ABOUT THE SPECIAL MEETING AND VOTING

PROXY STATEMENT

We are sending you this Proxy Statement and the enclosed proxy card on
behalf of the five separate series portfolios of AIM International Funds, Inc.
("Company") listed above (each a "Fund," and together, the "Funds") because the
Board of Directors of Company (the "Board") is soliciting your proxy to vote at
the Special Meeting of Shareholders and at any adjournments of the Special
Meeting (collectively, the "Special Meeting"). This Proxy Statement gives you
information about the business to be conducted at the Special Meeting. However,
you do not need to attend the Special Meeting to vote your shares. Instead, you
may simply complete, sign and return the enclosed proxy card or vote by
telephone or through a website established for that purpose.

Company intends to mail this Proxy Statement, the enclosed Notice of
Special Meeting of Shareholders and the enclosed proxy card on or about August
25, 2003 to all shareholders entitled to vote. Shareholders of record of any
class of a Fund as of the close of business on July 25, 2003 (the "Record Date")
are entitled to vote 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
is entitled to one vote for each full share held, and a fractional vote for a
fractional share held.

We have previously sent to shareholders the most recent annual report
for their Fund, including financial statements, and the most recent semiannual
report succeeding the annual report, if any. If you have not received such
report(s) or would like to receive an additional copy, please contact A I M Fund
Services, Inc., P.O. Box 4739, Houston, Texas 77210-4739, or call (800)
347-4246. We will furnish such report(s) free of charge.

PROPOSAL TABLE

The following table summarizes each proposal to be presented at the
Special Meeting and the Funds whose shareholders the Board is soliciting with
respect to each proposal:

PROPOSAL AFFECTED FUNDS
-------- --------------

1. Electing directors
All Funds
2. Approving an Agreement and Plan of
Reorganization to redomesticate
Company as a Delaware statutory All Funds
trust
3. Considering other matters
All Funds
</Table>

TIME AND PLACE OF SPECIAL MEETING

We are holding the Special Meeting at 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173 on October 21, 2003, at 3:00 p.m., Central Time.

VOTING IN PERSON

If you do attend the Special Meeting and wish to vote in person, we
will provide you with a ballot prior to the vote. However, if your shares are
held in the name of your broker, bank or other nominee, you must 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. Please call Company at (800)
952-3502 if you plan to attend the Special Meeting.

VOTING BY PROXY

Whether you plan to attend the Special Meeting or not, we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in the
envelope provided. Returning the proxy card will not affect your right to attend
the Special Meeting and vote.

If you properly fill in and sign your proxy card and send it to us in
time to vote at the Special Meeting, your "proxy" (the individual named on your
proxy card) will vote your shares as you have directed. If you sign your proxy
card but do not make specific choices, your proxy will vote your shares as
recommended by the Board as follows and in accordance with management's
recommendation on other matters:

o FOR the election of all 16 nominees for director.

o FOR the proposal to approve the Agreement and Plan of
Reorganization (the "Plan") to redomesticate Company as a Delaware
statutory trust.

Your proxy will have the authority to vote and act on your behalf at
any adjournment of the Special Meeting.

If you authorize a proxy, you may revoke it at any time before it is
exercised by sending in another proxy card with a later date or by notifying the
Secretary of Company in writing to the address of Company set forth on the cover
page of this Proxy Statement before the Special Meeting that you have revoked
your proxy. In addition, although merely attending the Special Meeting will not
revoke your proxy, if you are present at the Special Meeting you may withdraw
your proxy and vote in person. Shareholders may also transact any other business
not currently

contemplated that may properly come before the Special Meeting in the discretion
of the proxies or their substitutes.

VOTING BY TELEPHONE OR THE INTERNET

You may also 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.

QUORUM REQUIREMENT AND ADJOURNMENT

A quorum of shareholders is necessary to hold a valid meeting. A quorum
for Proposals 1 and 2 will exist if shareholders entitled to vote one-third of
the issued and outstanding shares of Company on the Record Date are present in
person or by proxy at the Special Meeting.

Under the rules applicable to broker-dealers, if your broker holds your
shares in its name, the broker will be entitled to vote your shares even if it
has not received instructions from you. A "broker non-vote" occurs when a broker
has not received voting instructions from a shareholder and is barred from
voting the shares without shareholder instructions because the proposal is
non-routine.

Abstentions and broker non-votes will count as shares present at the
Special Meeting for purposes of establishing a quorum.

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

VOTE NECESSARY TO APPROVE EACH PROPOSAL

PROPOSAL 1. The affirmative vote of a plurality of votes cast at the
Special Meeting is necessary to elect directors, meaning that the director
nominee with the most affirmative votes for a particular slot is elected for
that slot. In an uncontested election for directors, the plurality requirement
is not a factor. Abstentions will not count as votes cast and will have no
effect on the outcome of this proposal. We expect that brokers will be entitled
to vote on this proposal, but any broker non-vote will have no effect on the
outcome of this proposal.

PROPOSAL 2. Approval of Proposal 2 requires the affirmative vote of a
majority of the issued and outstanding shares of Company. Abstentions and broker
non-votes are counted as present but are not considered votes cast at the
Special Meeting. As a result, they have the same effect as a vote against the
Plan because approval of the Plan requires the affirmative vote of a percentage
of the outstanding voting securities.

PROXY SOLICITATION

Company has engaged the services of Georgeson Shareholder
Communications, Inc. ("Solicitor") to assist in the solicitation of proxies for
the Special Meeting. Solicitor's costs associated are estimated to be
approximately $1,107,200. Company expects to solicit proxies principally by
mail, but Company or Solicitor may also solicit proxies by telephone, facsimile
or personal interview. Company's officers will not receive any additional or
special compensation for any such solicitation. Each Fund will pay its
proportionate share of the cost of soliciting proxies, the printing and mailing
of this Proxy Statement, the attached Notice of Special Meeting, the enclosed
proxy card, and any further solicitation.

OTHER MATTERS

Management does not know 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 with respect thereto in accordance with management's recommendation.

SHAREHOLDER PROPOSALS

As a general matter, the Funds do not hold regular meetings of
shareholders. If you wish to submit a proposal for consideration at a meeting of
shareholders of your Fund, you should send such proposal to Company at the
address set forth on the first page of this Proxy Statement. To be considered
for presentation at a meeting of shareholders, Company must receive proposals a
reasonable time before proxy materials are prepared for the meeting. Your
proposal also must comply with applicable law.

For a discussion of procedures you must follow if you want to propose
an individual for nomination as a director, please refer to the section of this
Proxy Statement entitled "Proposal 1 - Committees of the Board - Committee on
Directors/Trustees."

PROPOSAL 1 -
ELECTION OF DIRECTORS

BACKGROUND

In considering the integration initiative proposed by AMVESCAP, the
independent directors/trustees of the AIM Funds and the independent directors of
the INVESCO Funds determined that the shareholders of all of the AIM Funds and
the INVESCO Funds would benefit if a unified board of directors/trustees was
responsible for overseeing the operation of both the AIM Funds and the INVESCO
Funds and the services provided by AIM, INVESCO and their affiliates.
Accordingly, the Boards of Directors/Trustees of the AIM Funds and the Boards of
Directors of the INVESCO Funds agreed to combine the separate boards and create
a unified board of directors/trustees.

STRUCTURE OF THE BOARD OF DIRECTORS

The Board currently consists of 12 persons. Ten of the current
directors are "independent," meaning they are not "interested persons" of
Company within the meaning of the 1940 Act. Two of the current directors are
"interested persons" because of their business and financial relationships with
Company and AIM, Company's investment advisor, and/or AIM's parent, AMVESCAP.

NOMINEES FOR DIRECTORS

Company's Committee on Directors/Trustees (which consists solely of
independent directors) has approved the nomination of each of the 12 current
directors, as set forth below, to serve as director until his or her successor
is elected and qualified. In addition, Company's Committee on Directors/Trustees
has approved the nomination of four new nominees, as set forth below, to serve
as director until his or her successor is elected and qualified. These four new
nominees were nominated to effect the proposed combination of the Boards of
Directors/Trustees of the AIM Funds and the Boards of Directors of the INVESCO
Funds.

Each nominee who is a current director serves as a director or trustee
of the 17 registered investment companies comprising the AIM Funds. Each nominee
who is a current director oversees 86 portfolios that comprise the AIM Funds.
The business address of each nominee who is a current director is 11 Greenway
Plaza, Suite 100, Houston, Texas 77046-1173.

Each new nominee serves as a director of ten registered investment
companies comprising the INVESCO Funds. Each new nominee currently oversees 46
portfolios which comprise the INVESCO Funds. The business address of each new
nominee is 4350 South Monaco Street, Denver, Colorado 80237.

If elected, each nominee would oversee a total of 27 registered
investment companies currently comprising 132 portfolios.

NOMINEES WHO CURRENTLY ARE INDEPENDENT DIRECTORS

<Table>
<Caption>
DIRECTOR PRINCIPAL OCCUPATION(s) DURING
NAME AND YEAR OF BIRTH SINCE PAST 5 YEARS OTHER DIRECTORSHIP(s) HELD
- ---------------------- ------- ------------------------------- --------------------------

Frank S. Bayley - 1939 2001 Of Counsel, law firm of Baker & Badgley Funds, Inc.
McKenzie (registered investment
company)

Bruce L. Crockett - 1944 1992 Chairman, Crockett Technology ACE Limited (insurance
Associates (technology company); Captaris, Inc.
consulting company) and (unified messaging provider)
Captaris, Inc. (unified
messaging provider)

Albert R. Dowden - 1941 2000 Director of a number of public Cortland Trust, Inc.
and private business (Chairman) (registered
corporations, including the Boss investment company); Annuity
Group, Ltd. (private investment and Life Re (Holdings), Ltd.
and management) and Magellan (insurance company)
Insurance Company; formerly,
President, Chief Executive
Officer and Director, Volvo
Group North America, Inc.;
Senior Vice President, AB Volvo
and director of various
affiliated Volvo Group companies

Edward K. Dunn, Jr. - 1935 1998 Formerly, Chairman, Mercantile None
Mortgage Corp.; President and
Chief Operating Officer,
Mercantile-Safe Deposit & Trust
Co.; and President, Mercantile
Bankshares Corp.

Jack M. Fields - 1952 1997 Chief Executive Officer, Twenty Administaff
First Century Group, Inc.
(government affairs company) and
Texana Timber LP

Carl Frischling - 1937 1991 Partner, law firm of Kramer Cortland Trust, Inc.
Levin Naftalis & Frankel LLP (registered investment company)

Prema Mathai-Davis - 1950 1998 Formerly, Chief Executive None
Officer, YWCA of the USA

Lewis F. Pennock - 1942 1991 Partner, law firm of Pennock & None
Cooper

Ruth H. Quigley - 1935 2001 Retired None
</Table>

Louis S. Sklar - 1939 1991 Executive Vice President, None
Development and Operations,
Hines Interests Limited
Partnership (real estate
development company)
</Table>

NOMINEES WHO CURRENTLY ARE INTERESTED PERSONS

NAME, YEAR OF BIRTH AND
POSITION(s) HELD WITH THE DIRECTOR PRINCIPAL OCCUPATION(s)
TRUSTS SINCE DURING PAST 5 YEARS OTHER DIRECTORSHIP(s) HELD
- ------------------------- -------- ----------------------- --------------------------

Robert H. Graham(1) - 1946 1991 Director and Chairman, A I M None
Chairman and President Management Group Inc. (financial
services holding company);
and Director and Vice
Chairman, AMVESCAP PLC
(parent of AIM and a global
investment management firm)
and Chairman, AMVESCAP PLC -
AIM Division; formerly,
President and Chief
Executive Officer, A I M
Management Group Inc.;
Director, Chairman and
President, A I M Advisors,
Inc. (registered investment
advisor); Director and
Chairman, A I M Capital
Management, Inc. (registered
investment advisor), A I M
Distributors, Inc.
(registered broker dealer),
A I M Fund Services, Inc.
(registered transfer agent),
and Fund Management Company
(registered broker dealer);
and Chief Executive Officer,
AMVESCAP PLC - Managed
Products
</Table>

(1) Mr. Graham is considered an interested person of Company because he is a
director of AMVESCAP PLC, parent of the advisor to, and principal
underwriter of, Company.

Mark H. Williamson(2) - 1951 2003 Director, President and Chief Director of each of the ten
Executive Vice President Executive Officer, A I M INVESCO Funds
Management Group Inc.;
Director, Chairman and
President, A I M Advisors,
Inc. (registered investment
advisor); Director, A I M
Distributors, Inc.
(registered broker dealer);
and Chief Executive Officer
of the AIM Division of
AMVESCAP PLC (2003-present);
formerly, Chief Executive
Officer, Managed Products
Division, AMVESCAP PLC
(2001-2002); Chairman of the
Board (1998-2002), President
(1998-2002) and Chief
Executive Officer
(1998-2002) of INVESCO Funds
Group, Inc. (registered
investment advisor) and
INVESCO Distributors, Inc.
(registered broker dealer);
Chief Operating Officer and
Chairman of the Board of
INVESCO Global Health
Sciences Fund; Chairman and
Chief Executive Officer of
NationsBanc Advisors, Inc.;
and Chairman of NationsBanc
Investments, Inc.
</Table>

(2) Mr. Williamson is considered an interested person of Company because he is
an officer and a director of the advisor to, and a director of the principal
underwriter of, Company.

NEW NOMINEES WHO WILL BE INDEPENDENT DIRECTORS

<Table>
<Caption>
PRINCIPAL OCCUPATION(s) DURING
NAME AND YEAR OF BIRTH DURING PAST 5 YEARS OTHER DIRECTORSHIP(s) HELD
- ---------------------- ------------------------------ --------------------------

Bob R. Baker - 1936 Consultant (2000-present); None
formerly, President and
Chief Executive Officer
(1988-2000) of AMC Cancer
Research Center, Denver,
Colorado; until mid-December
1988, Vice Chairman of the
Board of First Columbia
Financial Corporation,
Englewood, Colorado;
formerly, Chairman of the
Board and Chief Executive
Officer of First Columbia
Financial Corporation.

James T. Bunch - 1942 Co-President and Founder of None
Green, Manning & Bunch Ltd.,
Denver, Colorado (1988-present)
(investment banking firm);
Director and Vice President of
Western Golf Association and
Evans Scholars Foundation;
Executive Committee, United
States Golf Association;
formerly, General Counsel and
Director of Boettcher & Co.,
Denver, Colorado; and formerly,
Chairman and Managing Partner,
law firm of Davis, Graham &
Stubbs, Denver, Colorado.

Gerald J. Lewis - 1933 Chairman of Lawsuit Resolution General Chemical Group, Inc.,
Services, San Diego, California Hampdon, New Hampshire
(1987-present); formerly, (1996-present), Wheelabrator
Associate Justice of the Technologies, Inc. (waste
California Court of Appeals; and management company), Fisher
Of Counsel, law firm of Latham & Scientific, Inc. (laboratory
Watkins, San Diego, California supplies), Henley
(1987-1997). Manufacturing, Inc., and
California Coastal
Properties, Inc.

Larry Soll, Ph.D. - 1942 Retired; formerly, Chairman of Synergen Inc. (biotechnology
the Board (1987-1994), Chief company) (since
Executive Officer (1982-1989 and incorporation in 1982) and
1993-1994) and President Isis Pharmaceuticals, Inc.
(1982-1989) of Synergen Inc.
(biotechnology company); and
formerly, Trustee of INVESCO
Global Health Sciences Fund.
</Table>

THE BOARD'S RECOMMENDATION ON PROPOSAL 1

Your Board, including the independent directors, unanimously recommends
that you vote "FOR" these 16 nominees.

COMMITTEES OF THE BOARD

The Board has five standing committees: an Audit Committee, an
Investments Committee, a Valuation Committee, a Capitalization Committee and a
Committee on Directors/Trustees. These committees will remain as part of the
combined board.

AUDIT COMMITTEE

The Audit Committee is comprised entirely of independent directors. The
current members of the Audit Committee are Messrs. Bruce L. Crockett, Albert R.
Dowden (Vice Chair), Edward K. Dunn, Jr. (Chair), Jack M. Fields, Lewis F.
Pennock, Louis S. Sklar, Dr. Prema Mathai-Davis and Miss Ruth H. Quigley. The
Audit Committee is responsible for: (1) the appointment, compensation and
oversight of any independent auditors employed by each Fund (including
resolution of disagreements between Fund management and the auditor regarding
financial reporting) for the purpose of preparing or issuing an audit report or
related work; (ii) overseeing the financial reporting process of each Fund;
(iii) monitoring the process and the resulting financial statements prepared by
Fund management to promote accuracy of financial reporting and asset valuation;
and (iv) pre-approving permissible non-audit services that are provided to each
Fund by its independent auditors.

CAPITALIZATION COMMITTEE

The current members of the Capitalization Committee are Messrs. Bayley,
Robert H. Graham (Chairman) and Pennock. The Capitalization Committee is
responsible for: (i) increasing or decreasing the aggregate number of shares of
any class of Company's stock by classifying and reclassifying Company's
authorized but unissued shares of common stock, up to Company's authorized
capital; (ii) fixing the terms of such classified or reclassified shares of
common stock, and (iii) issuing such classified or reclassified shares of common
stock upon the terms set forth in the applicable Fund's prospectus, up to
Company's authorized capital.

COMMITTEE ON DIRECTORS/TRUSTEES

The Committee on Directors/Trustees is comprised entirely of
independent directors. The current members of the Committee on
Directors/Trustees are Messrs. Bayley, Crockett (Chair), Dowden, Dunn, Fields
(Vice Chair), Pennock and Sklar, Dr. Mathai-Davis and Miss Quigley. The
Committee on Directors/Trustees is responsible for: (i) nominating persons who
are not interested persons of Company for election or appointment: (a) as
additions to the Board, (b) to fill vacancies which, from time to time, may
occur in the Board and (c) for election by shareholders of the Fund at meetings
called for the election of directors; (ii) nominating persons who are not
interested persons of Company for selection as members of each committee of the
Board, including without limitation, the Audit Committee, the Committee on
Directors/Trustees, the Investments Committee and the Valuation Committee, and
to nominate persons for selection

as chair and vice chair of each such committee; (iii) reviewing from time to
time the compensation payable to the independent directors and making
recommendations to the Board regarding compensation; (iv) reviewing and
evaluating from time to time the functioning of the Board and the various
committees of the Board; (v) selecting independent legal counsel to the
independent directors and approving the compensation paid to independent legal
counsel; and (vi) approving the compensation paid to independent counsel and
other advisers, if any, to the Audit Committee of Company.

The Committee on Directors/Trustees will consider nominees recommended
by a shareholder to serve as directors, provided: (i) that such person is a
shareholder of record at the time he or she submits such names and is entitled
to vote at the meeting of shareholders at which directors will be elected; and
(ii) that the Committee on Directors/Trustees or the Board, as applicable, shall
make the final determination of persons to be nominated.

Notice procedures set forth in Company's bylaws require that any
shareholder of a Fund desiring to nominate a director for election at the
Special Meeting must submit to the Secretary of Company the nomination in
writing not later than the close of business on the later of the 90th day prior
to such shareholder meeting or the tenth day following the day on which public
announcement is made of the shareholder meeting and not earlier than the close
of business on the 120th day prior to the shareholder meeting. The notice must
set forth: (i) as to each person whom the shareholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A of the Securities Exchange Act of 1934 (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); and (ii) as to the shareholder giving
the notice and the beneficial owner, if any, on whose behalf the nomination is
made: (a) the name and address of such shareholder, as they appear on Company's
books, and of such beneficial owner; and (b) the number of shares of each Fund
which are owned of record or beneficially by such shareholder and such
beneficial owner.

INVESTMENTS COMMITTEE

The current members of the Investments Committee are Messrs. Bayley,
Crockett, Dowden, Dunn, Fields, Carl Frischling, Pennock and Sklar (Chair), Dr.
Mathai-Davis (Vice Chair) and Miss Quigley. The Investments Committee is
responsible for: (i) overseeing AIM's investment-related compliance systems and
procedures to ensure their continued adequacy; and (ii) considering and acting,
on an interim basis between meetings of the full Board, on investment-related
matters requiring Board consideration, including dividends and distributions,
brokerage policies and pricing matters.

VALUATION COMMITTEE

The current members of the Valuation Committee are Messrs. Dunn and
Pennock (Chair), and Miss Quigley (Vice Chair). The Valuation Committee is
responsible for: (i) periodically reviewing AIM's Procedures for Valuing
Securities ("Procedures"), and making any recommendations to AIM with respect
thereto; (ii) reviewing proposed changes to the Procedures recommended by AIM
from time to time; (iii) periodically reviewing information

provided by AIM regarding industry developments in connection with valuation;
(iv) periodically reviewing information from AIM regarding fair value and
liquidity determinations made pursuant to the Procedures, and making
recommendations to the full Board in connection therewith (whether such
information is provided only to the Committee or to the Committee and the full
Board simultaneously); and (v) if requested by AIM, assisting AIM's internal
valuation committee and/or the full Board in resolving particular valuation
anomalies.

BOARD AND COMMITTEE MEETING ATTENDANCE

During the fiscal year ended October 31, 2002, the Board met ten times,
the Audit Committee met six times, the Committee on Directors/Trustees met five
times, the Investments Committee met four times and the Valuation Committee and
the Capitalization Committee each met one time. All of the current directors
then serving attended at least 75% of the meetings of the Board or applicable
committee held during the most recent fiscal year.

DIRECTOR'S COMPENSATION

Each director who is not affiliated with AIM is compensated for his or
her services according to a fee schedule which recognizes the fact that such
director also serves as a director or trustee of other AIM Funds. Each such
director receives a fee, allocated among the AIM Funds for which he or she
serves as a director or trustee, which consists of an annual retainer component
and a meeting fee component.

Information regarding compensation paid or accrued for each director of
Company who was not affiliated with AIM during the year ended December 31, 2002
is found in Exhibit B.

RETIREMENT PLAN FOR DIRECTORS

The directors have adopted a retirement plan for the directors of
Company who are not affiliated with AIM. The retirement plan includes a
retirement policy as well as retirement benefits for the non-AIM-affiliated
directors.

The retirement policy permits each non-AIM-affiliated director to serve
until December 31 of the year in which the director turns 72. A majority of the
directors may extend from time to time the retirement date of a director.

Annual retirement benefits are available to each non-AIM-affiliated
director of Company and/or the other AIM Funds (each, a "Covered Fund") who has
at least five years of credited service as a director (including service to a
predecessor fund) for a Covered Fund. The retirement benefits will equal 75% of
the director's annual retainer paid or accrued by any Covered Fund to such
director during the twelve-month period prior to retirement, including the
amount of any retainer deferred under a separate deferred compensation agreement
between the Covered Fund and the director. The annual retirement benefits are
payable in quarterly installments for a number of years equal to the lesser of
(i) ten or (ii) the number of such director's credited years of service. A death
benefit is also available under the plan that provides a surviving spouse with a
quarterly installment of 50% of a deceased director's retirement benefits for
the same length of time that the director would have received based on his or
her

service. A director must have attained the age of 65 (55 in the event of death
or disability) to receive any retirement benefit.

DEFERRED COMPENSATION AGREEMENTS

Messrs. Dunn, Fields, Frischling and Sklar and Dr. Mathai-Davis (the
"Deferring Directors") have each executed a Deferred Compensation Agreement
(collectively, the "Compensation Agreements"). Pursuant to the Compensation
Agreements, the Deferring Directors have the option to elect to defer receipt of
up to 100% of their compensation payable by Company, and such amounts are placed
into a deferral account. Currently, the Deferring Directors have the option to
select various AIM Funds in which all or part of their deferral accounts shall
be deemed to be invested. Distributions from the Deferring Directors' deferral
accounts will be paid in cash, generally in equal quarterly installments over a
period of up to ten (10) years (depending on the Compensation Agreement)
beginning on the date selected under the Compensation Agreement. The Board in
its sole discretion, may accelerate or extend the distribution of such deferral
accounts after the Deferring Director's retirement benefits commence under the
plan. The Board, in its sole discretion, also may accelerate or extend the
distribution of such deferral accounts after the Deferring Director's
termination of service as a director of Company. If a Deferring Director dies
prior to the distribution of amounts in his or her deferral account, the balance
of the deferral account will be distributed to his or her designated
beneficiary. The Compensation Agreements are not funded and, with respect to the
payments of amounts held in the deferral accounts, the Deferring Directors have
the status of unsecured creditors of Company and of each other AIM Fund from
which they are deferring compensation.

PROPOSAL 2 -
APPROVAL OF THE PLAN TO REDOMESTICATE COMPANY
AS A DELAWARE STATUTORY TRUST

BACKGROUND

Company currently is organized as a Maryland corporation. AMVESCAP has
identified each series portfolio of Company as appropriate to be redomesticated
as a new series portfolio of a newly created open-end management investment
company organized as a statutory trust under the Delaware Statutory Trust Act
(the "Trust").

The Board of Directors of INVESCO International Funds, Inc. ("IIFI"),
an open-end management investment company organized as a Maryland corporation,
currently is soliciting the proxies of the shareholders of IIFI's two existing
series portfolios to vote on the conversion of these two existing series
portfolios to two corresponding new series portfolios of the Trust (each, an
"IIFI Fund"). Currently, the sole shareholder of the IIFI Funds is IIFI and the
sole shareholder of the New Funds (as defined below) is Company.

The Board has approved the Plan, which provides for a series of
transactions to convert your Fund and each other series portfolio of Company
(each, a "Current Fund") to a corresponding series (a "New Fund") of the Trust.
Under the Plan, each Current Fund will transfer all of its assets to a
corresponding New Fund in exchange solely for voting shares

of beneficial interest in the New Fund and the New Fund's assumption of all the
Current Fund's liabilities (collectively, the "Redomestication"). A form of the
Plan relating to the proposed Redomestication is set forth in Appendix I. If
Proposal 2 is not approved by the shareholders, Company will continue to operate
as a Maryland corporation.

Approval of the Plan requires the affirmative vote of a majority of the
issued and outstanding shares of Company.

The Redomestication is being proposed primarily to provide Company with
greater flexibility in conducting its business operations. The operations of
each New Fund following the Redomestication will be substantially similar to
those of its predecessor Current Fund. As described below, the Trust's
Declaration of Trust (the "Declaration Trust") differs from Company's Articles
of Incorporation, and the restatements, amendments and supplements thereto (the
"Articles of Incorporation") in certain respects that are expected to improve
Company's and each Current Fund's operations.

REASONS FOR THE PROPOSED REDOMESTICATION

The Redomestication is being proposed because, as noted above, AIM and
the Board believe that the Delaware statutory trust organizational form offers a
number of advantages over the Maryland corporate organizational form. As a
result of these advantages, the Delaware statutory trust organizational form has
been increasingly used by mutual funds, including the majority of the AIM Funds.
The Trust, like Company, will operate as an open-end management investment
company registered with the Securities and Exchange Commission (the "SEC") under
the 1940 Act. As permitted by SEC rules, the Trust will adopt as its own the
registration statement of Company.

The Delaware statutory trust organizational form offers greater
flexibility than the Maryland corporate form. A Maryland corporation is governed
by the detailed requirements imposed by Maryland corporate law and by the terms
of its articles of incorporation. A Delaware statutory trust is subject to fewer
statutory requirements. The Trust will be governed primarily by the terms of the
Declaration of Trust. In particular, the Trust will have greater flexibility to
conduct business without the necessity of engaging in expensive proxy
solicitations to shareholders. For example, under Maryland corporate law,
amendments to the Articles of Incorporation would typically require shareholder
approval. Under Delaware law, unless the declaration of trust of a Delaware
statutory trust provides otherwise, amendments to it may be made without first
obtaining shareholder approval. In addition, unlike Maryland corporate law,
which restricts the delegation of a board of directors' functions, Delaware law
permits the board of trustees of a Delaware statutory trust to delegate certain
of its responsibilities. For example, the board of trustees of a Delaware
statutory trust may delegate the responsibility of declaring dividends to duly
empowered committees of the board or to appropriate officers. Finally, Delaware
law permits the trustees to adapt a Delaware statutory trust to future
contingencies. For example, the trustees may, without a shareholder vote, change
a Delaware statutory trust's domicile or organizational form. In contrast, under
Maryland corporate law, a company's board of directors would be required to
obtain shareholder approval prior to changing domicile or organizational form.

The Redomestication will also have certain other effects on Company,
its shareholders and management, which are described below under the heading
"The Trust Compared to Company."

WHAT THE PROPOSED REDOMESTICATION WILL INVOLVE

To accomplish the Redomestication, the Trust has been formed as a
Delaware statutory trust pursuant to the Declaration of Trust, and each New Fund
has been established as a series of the Trust. On the closing date, each Current
Fund will transfer all of its assets to the corresponding classes of the
corresponding New Fund in exchange solely for a number of full and fractional
shares of the New Fund equal to the number of full and fractional shares of
common stock of the corresponding classes of the Current Fund then outstanding
and the New Fund's assumption of the Current Fund's liabilities. Immediately
thereafter, each Current Fund will distribute those New Fund shares to its
shareholders in complete liquidation of such Current Fund. Upon completion of
the Redomestication, each shareholder of each Current Fund will be the owner of
full and fractional shares of the corresponding New Fund equal in number and
aggregate net asset value to the shares he or she held in the Current Fund. As
soon as practicable after the consummation of the Redomestication, each Current
Fund will be terminated and Company will be dissolved as a Maryland corporation.

The obligations of Company and the Trust under the Plan are subject to
various conditions stated therein. To provide against unforeseen events, the
Plan may be terminated or amended at any time prior to the closing of the
Redomestication by action of the Board, notwithstanding the approval of the Plan
by the shareholders of any Current Fund. However, no amendments may be made that
would materially adversely affect the interests of shareholders of any Current
Fund. Company and the Trust may at any time waive compliance with any condition
contained in the Plan, provided that the waiver does not materially adversely
affect the interests of shareholders of any Current Fund.

The Plan authorizes Company to acquire one share of each class of each
New Fund and, as the sole shareholder of the Trust prior to the Redomestication,
to do each of the following:

o Approve with respect to each New Fund a new investment advisory
agreement with AIM that will be substantially identical to
Company's current investment advisory agreement with AIM.

o Approve with respect to each New Fund a new administrative
services agreement with AIM that will be substantially identical
to each Current Fund's existing administrative services agreement
with AIM.

o Approve with respect to each New Fund a distribution agreement
with AIM Distributors. The proposed distribution agreement will
provide for substantially identical distribution services as
currently provided to each corresponding Current Fund by AIM
Distributors.

o Approve a distribution plan pursuant to Rule 12b-1 under the 1940
Act with respect to each class of each New Fund that will be
substantially identical to the corresponding Current Fund's
existing distribution plan for that class.

o Approve with respect to each New Fund a custodian agreement with
State Street Bank and Trust Company and a transfer agency and
servicing agreement with A I M Fund Services, Inc., each of which
currently provides such services to the corresponding Current
Fund, and a multiple class plan pursuant to Rule 18f-3 of the 1940
Act which will be substantially identical to the multiple class
plan that exists for the corresponding Current Fund.

o Together with IIFI, as the sole shareholder of each IIFI Fund,
elect the directors of Company and IIFI as the trustees of the
Trust to serve without limit in time, except as they may resign or
be removed by action of the Trust's trustees or shareholders, and
except as they retire in accordance with the Trust's retirement
policy for trustees. The Trust's retirement policy for trustees is
substantially identical to Company's retirement policy for
directors.

o Ratify the selection of PricewaterhouseCoopers LLP, the
accountants for each Current Fund, as the independent public
accountants for each New Fund.

o Approve such other agreements and plans as are necessary for each
New Fund's operation as a series of an open-end management
investment company.

The Trust's transfer agent will establish for each shareholder an
account containing the appropriate number of shares of each class of each New
Fund. Such accounts will be identical in all respects to the accounts currently
maintained by Company's transfer agent for each shareholder of the Current
Funds. Shares held in the Current Fund accounts will automatically be designated
as shares of the New Funds. Certificates for Current Fund shares issued before
the Redomestication will represent shares of the corresponding New Fund after
the Redomestication. Shareholders of the New Funds will not have the right to
demand or require the Trust to issue share certificates. Any account options or
privileges on accounts of shareholders under the Current Funds will be
replicated on the New Fund account. No sales charges will be imposed in
connection with the Redomestication.

Assuming your approval of Proposal 2, Company currently contemplates
that the Redomestication will be consummated on October 31, 2003.

THE FEDERAL INCOME TAX CONSEQUENCES OF THE REDOMESTICATION

Company and the Trust will receive an opinion of Ballard Spahr Andrews
& Ingersoll, LLP to the effect that the Redomestication will qualify as a
"reorganization" within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended. Accordingly, the Current Funds, the New Funds and the
shareholders of the New Funds will recognize no gain or loss for Federal income
tax purposes as a result of the Redomestication. Shareholders of the Current
Funds should consult their tax advisers regarding the effect, if any, of the
Redomestication in

light of their individual circumstances and as to state and local consequences,
if any, of the Redomestication.

APPRAISAL RIGHTS

Appraisal rights are not available to shareholders. However,
shareholders retain the right to redeem their shares of the Current Funds or the
New Funds, as the case may be, at any time before or after the Redomestication.

THE TRUST COMPARED TO COMPANY

Structure of the Trust

The Trust has been established under the laws of the State of Delaware
by the filing of a certificate of trust in the office of the Secretary of State
of Delaware. The Trust has established series corresponding to and having
identical designations as the series portfolios of Company. The Trust has also
established classes with respect to each New Fund corresponding to and having
identical designations as the classes of each Current Fund. Each New Fund will
have the same investment objectives, policies, and restrictions as its
predecessor Current Fund. The Trust's fiscal year is the same as that of
Company. The Trust will not have any operations prior to the Redomestication.
Initially, IIFI will be the sole shareholder of the IIFI Funds and Company will
be the sole shareholder of the New Funds.

As a Delaware statutory trust, the Trust's operations are governed by
the Declaration of Trust and Bylaws, and applicable Delaware law rather than by
the Articles of Incorporation, Amended and Restated Bylaws, as amended (the
"Company Bylaws") and applicable Maryland law. Certain differences between the
two domiciles and organizational forms are summarized below. The operations of
the Trust will continue to be subject to the provisions of the 1940 Act and the
rules and regulations thereunder.

Trustees of the Trust

Subject to the provisions of the Declaration of Trust, the business of
the Trust will be managed by its trustees, who have all powers necessary or
convenient to carry out their responsibilities. The responsibilities, powers,
and fiduciary duties of the trustees of the Trust are substantially the same as
those of the directors of Company.

The trustees of the Trust would be those persons elected at this
Special Meeting to serve as directors of Company. Information concerning the
nominees for election as directors of Company is set forth above under Proposal
1.

Shares of the Trust

The beneficial interests in the New Funds will be represented by
transferable shares, par value $0.001 per share. Shareholders do not have the
right to demand or require the Trust to issue share certificates. The trustees
have the power under the Declaration of Trust to establish new series and
classes of shares; Company's directors currently have a similar right. The
Declaration of Trust permits the Trustees to issue an unlimited number of shares
of each class

and series. Company is authorized to issue only the number of shares specified
in the Articles of Incorporation and may issue additional shares only with Board
approval and after payment of a fee to the State of Maryland on any additional
shares authorized.

Your Fund currently has the classes of shares set forth in Exhibit A.
The Trust has established for each New Fund the classes that currently exist for
its predecessor Current Fund. Except as discussed in this Proxy Statement,
shares of each class of each New Fund will have rights, privileges, and terms
substantially similar to those of the corresponding class of the Current Fund.

Liability of Shareholders

Shareholders of a Maryland corporation generally do not have personal
liability for the corporation's obligations, except that a shareholder may be
liable to the extent that he or she receives any distribution which exceeds the
amount which he or she could properly receive under Maryland law or where such
liability is necessary to prevent fraud.

The Delaware Statutory Trust Act provides that shareholders of a
Delaware statutory trust shall be entitled to the same limitations of liability
extended to shareholders of private for-profit corporations. There is, however,
a remote possibility that, under certain circumstances, shareholders of a
Delaware statutory trust might be held personally liable for the trust's
obligations to the extent the courts of another state that does not recognize
such limited liability were to apply the laws of such state to a controversy
involving such obligations. The Declaration of Trust provides that shareholders
of the Trust shall not be subject to any personal liability for acts or
obligations of the Trust and that every written agreement, obligation or other
undertaking made or issued by the Trust shall contain a provision to the effect
that shareholders are not personally liable thereunder. In addition, the
Declaration of Trust provides for indemnification out of the Trust's property
for any shareholder held personally liable solely by reason of his or her being
or having been a shareholder. Therefore, the risk of any shareholder incurring
financial loss beyond his or her investment due to shareholder liability is
limited to circumstances in which the Trust itself is unable to meet its
obligations and the express disclaimer of shareholder liabilities is determined
not to be effective. Given the nature of the assets and operations of the Trust,
the possibility of the Trust being unable to meet its obligations is considered
remote, and even if a claim were brought against the Trust and a court
determined that shareholders were personally liable, it would likely not impose
a material obligation on a shareholder.

Election of Directors/Trustees; Terms

The shareholders of Company have elected a majority of the directors of
Company. Each director serves until a successor is elected, subject to his or
her earlier death, resignation or removal in the manner provided by law (see
below). In the case of a vacancy on the Board (other than a vacancy created by
removal by the shareholders), a majority of the directors may appoint a
successor to fill such vacancy. The right of the Board to appoint directors to
fill vacancies without shareholder approval is subject to the provisions of the
1940 Act.

As set forth above, the Plan authorizes Company to acquire one share of
each class of each New Fund and, as the sole shareholder of the Trust prior to
the Redomestication, to elect the directors of Company as the trustees of the
Trust. Such trustees serve for the life of the Trust, subject to his or her
earlier death, incapacitation, resignation, retirement or removal (see below).
In the case of any vacancy on the Board of Trustees of the Trust, a majority of
the trustees may appoint a successor to fill such vacancy. The right of the
Board of Trustees of the Trust to appoint trustees to fill vacancies without
shareholder approval is subject to the provisions of the 1940 Act.

Removal of Directors/Trustees

A director of Company may be removed by the affirmative vote of a
majority of the holders of a majority of the outstanding shares of Company.

A trustee of the Trust may be removed at any time by a written
instrument signed by at least two-thirds of the trustees or by vote of
two-thirds of the outstanding shares of the Trust.

Meetings of Shareholders

Company is not required to hold annual meetings of shareholders and
does not intend to do so unless required by the 1940 Act. The Company Bylaws
provide that a special meeting of shareholders may be called by the president
or, in his or her absence, the vice-president or by a majority of the Board or
holders of shares entitled to cast at least 10% of the votes entitled to be cast
at the special meeting. Requests for special meetings must, among other things,
state the purpose of such meeting and the matters to be voted upon. No special
meeting need be called to consider any matter previously voted upon at a special
meeting called by the shareholders during the preceding twelve months, unless
requested by a majority of all shares entitled to vote at such meeting.

The Trust is not required to hold annual meetings of shareholders
unless required by the 1940 Act and does not intend to do so. The Bylaws of the
Trust provide that any trustee may call a special meeting of shareholders and
the trustees shall call a special meeting of the shareholders solely for the
purpose of removing one or more trustees upon written request of the holders of
not less than 10% of the outstanding shares of the Trust. Special meetings may
be called for the purpose of electing trustees or for any other action requiring
shareholder approval, or for any matter deemed by the trustees to be necessary
or desirable.

Liability of Directors/Trustees and Officers; Indemnification

Maryland law permits a corporation to eliminate liability of its
directors and officers to the corporation or its stockholders, except for
liability arising from receipt of an improper benefit or profit and from active
and deliberate dishonesty. The Articles of Incorporation eliminate director and
officer liability to the fullest extent permitted under Maryland law. Under
Maryland law, indemnification of a corporation's directors and officers is
mandatory if a director or officer has been successful on the merits or
otherwise in the defense of certain proceedings. Maryland law permits
indemnification for other matters unless it is established that the act or
omission giving rise to the proceeding was committed in bad faith, a result of
active and deliberate dishonesty, or one in which a director or officer actually
received an improper benefit.

Delaware law provides that trustees of a statutory trust shall not be
liable to the statutory trust or its shareholders for acting in good faith
reliance on the provisions of its governing instrument and that the trustee's
liabilities may be expanded or restricted by such instrument. Under the
Declaration of Trust, the trustees and officers of the Trust are not liable for
any act or omission or any conduct whatsoever in their capacity as trustees,
except for liability to the trust or shareholders due to willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of trustee. Delaware law allows a statutory trust to
indemnify and hold harmless any trustee or other person against any and all
claims and demands. The Declaration of Trust provides for the indemnification of
its trustees and officers to the extent that such trustees and officers act in
good faith and reasonably believe that their conduct is in the best interests of
the Trust, except with respect to any matter in which it has been determined
that such trustee acted with willful misfeasance, bad faith, gross negligence or
reckless disregard of his or her duties.

Dissolution and Termination

Maryland law provides that Company may be dissolved by the vote of a
majority of the Board and two-thirds of the shares entitled to vote on the
dissolution; however the Articles of Incorporation reduce the required
shareholder vote from two-thirds to a majority of the shares entitled to vote on
the dissolution.

Pursuant to the Declaration of Trust, the Trust or any series or class
of shares of beneficial interest in the Trust may be terminated by: (1) a
majority shareholder vote of the Trust or the affected series or class,
respectively; or (2) if there are fewer than 100 shareholders of record of the
Trust or of such terminating series or class, the trustees pursuant to written
notice to the shares of the Trust or the affected series or class.

Voting Rights of Shareholders

Shareholders of a Maryland corporation such as Company are entitled to
vote on, among other things, those matters which effect fundamental changes in
the corporate structure (such as a merger, consolidation or sale of
substantially all of the assets of the corporation) as provided by Maryland law.

The Declaration of Trust grants shareholders power to vote only with
respect to the following: (i) election of trustees, provided that a meeting of
shareholders has been called for that purpose; (ii) removal of trustees,
provided that a meeting of shareholders has been called for that purpose; (iii)
termination of the TRUST or a series or class of its shares of beneficial
interest, provided that a meeting of shareholders has been called for that
purpose; (iv) sale of all or substantially all of the assets of the Trust or one
of its investment portfolios; (v) merger or consolidation of the Trust or any of
its investment portfolios, with certain exceptions; (vi) approval of any
amendments to shareholders' voting rights under the Declaration of Trust; and
(vii) approval of such additional matters as may be required by law or as the
trustees, in their sole discretion, shall determine.

Dissenters' Rights

Under Maryland law, shareholders may not demand the fair value of their
shares from the successor company in a transaction involving the transfer of the
corporation's assets and are, therefore, bound by the terms of the transaction
if the stock is that of an open-end investment company registered with the SEC
under the 1940 Act and the value placed on the stock in the transaction is its
net asset value.

Neither Delaware law nor the Declaration of Trust confers upon
shareholders rights of appraisal or dissenters' rights.

Amendments to Organization Documents

Company has the right to amend, alter, change or repeal any provision
contained in the Articles of Incorporation in the manner prescribed by statute,
including any amendment that alters the contract rights, as expressly set forth
in the Articles of Incorporation, of any outstanding stock, and all rights
conferred on shareholders are granted subject to this reservation. The Board may
approve amendments to the Articles of Incorporation to classify or reclassify
unissued shares of a class of stock without shareholder approval. Other
amendments to the Articles of Incorporation may be adopted if approved by the
affirmative vote of a majority of all the votes entitled to be cast on the
matter. The directors have the power to alter, amend or repeal the Company
Bylaws or adopt new bylaws at any time.

Consistent with Delaware law, the Board of Trustees of the Trust may,
without shareholder approval, amend the Declaration of Trust at any time, except
to eliminate any voting rights pertaining to the shares of the Trust, without
approval of the majority of the shares of the Trust. The trustees have the power
to alter, amend or repeal the Bylaws of the Trust or adopt new bylaws at any
time.

The foregoing is only a summary of certain differences between and
among the Articles of Incorporation, Company Bylaws and Maryland law and the
Declaration of Trust, the Trust's Bylaws and Delaware law. It is not a complete
list of the differences. Shareholders should refer to the provisions of the
governing documents of Company and Trust and state law directly for a more
thorough comparison. Copies of the Articles of Incorporation and Company Bylaws,
and of the Declaration of Trust and the Trust's Bylaws are available to
shareholders without charge upon written request to Company.

THE BOARD'S RECOMMENDATION ON PROPOSAL 2

Your Board, including the independent directors, unanimously recommends
that you vote "FOR" this Proposal.

INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee of the Board has appointed PricewaterhouseCoopers
LLP (the "Auditor") as Company's independent public accountants for the fiscal
year ending October 31, 2003. A representative of the Auditor is expected to be
available at the Special Meeting and to have the opportunity to make a statement
and respond to appropriate questions from the

shareholders. The Audit Committee of the Board has considered whether the
provision of the services below is compatible with maintaining the Auditor's
independence.

FEES PAID TO THE AUDITOR RELATED TO COMPANY

The Auditor billed Company (consisting of five separate series
portfolios) aggregate fees for professional services rendered for the 2002
fiscal year as follows:

Audit Fees ..................................................... $153,630
Financial Information Systems Design and Implementation Fees ... $ 0
All Other Fees* ................................................ $ 55,625
--------
Total Fees ..................................................... $209,255
</Table>

* All Other Fees includes fees billed for all other non-audit services,
including fees for tax-related services rendered to Company.

FEES PAID TO THE AUDITOR NOT RELATED TO COMPANY

The Auditor billed AIM aggregate fees for professional services
rendered for the 2002 fiscal year to AIM, or any affiliate that provided
services to Company, as follows:

Financial Information Systems Design and Implementation Fees .... $ 0
All Other Fees** ................................................ $346,364
--------
Total Fees ...................................................... $346,364

</Table>

** As required by SEC rules, All Other Fees includes amounts paid to
the Auditor by the Funds' advisor and other related entities that provide
support for the operations of Company. All Other Fees include business advisory
services performed for the selection of a transfer agent and its conversion. The
services provided benefited many legal entities of AIM, including other funds
within the AIM Fund complex.

ADDITIONAL INFORMATION

INVESTMENT ADVISOR

AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, is the
investment advisor for the Funds.

ADMINISTRATOR

AIM, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, is the
administrator for the Funds.

PRINCIPAL UNDERWRITER

AIM Distributors, 11 Greenway Plaza, Suite 100, Houston, Texas
77046-1173, is the principal underwriter for the Funds.

OFFICERS OF COMPANY

Information regarding the current officers of Company can be found in
Exhibit C.

SECURITY OWNERSHIP OF MANAGEMENT

Information regarding the ownership of each class of each Fund's shares
by the directors, nominees, and current executive officers of Company can be
found in Exhibit D.

OWNERSHIP OF SHARES

A list of the name, address and percent ownership of each person who,
as of July 25, 2003, to the knowledge of Company owned 5% or more of any class
of the outstanding shares of each Fund can be found in Exhibit E.

DIRECTOR OWNERSHIP OF FUND SHARES

The dollar range of equity securities beneficially owned by each
director and nominee as of December 31, 2002 (i) in each Fund and (ii) on an
aggregate basis, in all registered investment companies overseen by the director
and nominee within the AIM Funds complex can be found in Exhibit F.

APPENDIX I

AIM INTERNATIONAL FUNDS, INC.

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), dated as of
July 30, 2003, by and between AIM International Funds, Inc., a Maryland
corporation (the "Company"), acting on its own behalf and on behalf of each of
its series portfolios, all of which are identified on Schedule A to this
Agreement, and AIM International Mutual Funds, a Delaware statutory trust (the
"Trust"), acting on its own behalf and on behalf of each of its series
portfolios, all of which are identified on Schedule A.

BACKGROUND

The Company is organized as a series management investment company and
is registered with the Securities and Exchange Commission under the Investment
Company Act of 1940, as amended. The Company currently publicly offers shares of
common stock representing interests in one or more separate series portfolios.
Each of these series portfolios is listed on Schedule A and is referred to in
this Agreement as a "Current Fund."

The Board of Directors of the Company has designated multiple classes
of common stock that represent interests in each Current Fund. Each of these
classes is listed on Schedule B to this Agreement and is referred to in this
Agreement as a "Current Fund Class."

The Company desires to change its form and place of organization by
reorganizing as the Trust. In anticipation of such reorganization, the Board of
Trustees of the Trust has established a series portfolio corresponding to each
of the Current Funds (each a "New Fund"), and has designated multiple classes of
shares of beneficial interest in each New Fund corresponding to the Current Fund
Classes (each a "New Fund Class"). Schedule A lists the New Funds and Schedule B
lists the New Fund Classes.

Each Current Fund desires to provide for its Reorganization (each, a
"Reorganization" and collectively, the "Reorganizations") through the transfer
of all of its assets to the corresponding New Fund in exchange for the
assumption by such New Fund of the liabilities of the corresponding Current Fund
and the issuance by the Trust to such Current Fund of shares of beneficial
interest in the New Fund ("New Fund Shares"). New Fund Shares received by a
Current Fund will have an aggregate net asset value equal to the aggregate net
asset value of the shares of the Current Fund immediately prior to the
Reorganization (the "Current Fund Shares"). Each Current Fund will then
distribute the New Fund Shares it has received to its shareholders.

Each Reorganization of each Current Fund is dependent upon the
consummation of the Reorganization of all of the other Current Funds, so that
the Reorganizations of all of the Current Funds must be consummated if any of
them are to be consummated. For convenience, the balance of this Agreement
refers only to a single Reorganization, but the terms and conditions hereof
shall apply separately to each Reorganization and to the Current Fund and the
corresponding New Fund participating therein, as applicable.

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The Reorganization is subject to, and shall be effected in accordance
with, the terms of this Agreement. This Agreement is intended to be and is
adopted by the Company, on its own behalf and on behalf of the Current Funds,
and by the Trust, on its own behalf and on behalf of the New Funds, as a Plan of
Reorganization within the meaning of the regulations under Section 368(a) of the
Internal Revenue Code of 1986, as amended.

NOW THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

1. DEFINITIONS.

Any capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the preamble or background to this Agreement. In addition,
the following terms shall have the following meanings:

1.1 "Assets" shall mean all assets including, without limitation, all
cash, cash equivalents, securities, receivables (including interest and
dividends receivable), claims and rights of action, rights to register shares
under applicable securities laws, books and records, deferred and prepaid
expenses shown as assets on a Current Fund's books, and other property owned by
a Current Fund at the Effective Time.

1.2 "Closing" shall mean the consummation of the transfer of Assets,
assumption of Liabilities and issuance of shares described in Sections 2.1 and
2.2 of this Agreement, together with the related acts necessary to consummate
the Reorganization, to occur on the date set forth in Section 3.1.

1.3 "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.4 "Current Fund" shall mean each of the series portfolios of the
Company as shown on Schedule A.

1.5 "Current Fund Class" shall mean each class of common stock of the
Company representing an interest in a Current Fund as shown on Schedule B.

1.6 "Current Fund Shares" shall mean the shares of a Current Fund
outstanding immediately prior to the Reorganization.

1.7 "Effective Time" shall have the meaning set forth in Section 3.1.

1.8 "Liabilities" shall mean all liabilities of a Current Fund
including, without limitation, all debts, obligations, and duties of whatever
kind or nature, whether absolute, accrued, contingent, or otherwise, whether or
not determinable at the Effective Time, and whether or not specifically referred
to herein.

1.9 "New Fund" shall mean each of the series portfolios of the Trust,
one of which shall correspond to one of the Current Funds as shown on Schedule
A.

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1.10 "New Fund Class" shall mean each class of shares of beneficial
interest in a New Fund, one of which shall correspond to one of the Current Fund
Classes as shown on Schedule B.

1.11 "New Fund Shares" shall mean those shares of beneficial interest
in a New Fund issued to a Current Fund hereunder.

1.12 "Registration Statement" shall have the meaning set forth in
Section 5.4.

1.13 "RIC" shall mean a "regulated investment company" (as defined
under Subchapter M of the Code).

1.14 "SEC" shall mean the Securities and Exchange Commission.

1.15 "Shareholder(s)" shall mean a Current Fund's shareholder(s) of
record, determined as of the Effective Time.

1.16 "Shareholders Meeting" shall have the meaning set forth in Section
5.1.

1.17 "Transfer Agent" shall have the meaning set forth in Section 2.2.

1.18 "1940 Act" shall mean the Investment Company Act of 1940, as
amended.

2. PLAN OF REORGANIZATION.

2.1 The Company agrees, on behalf of each Current Fund, to assign,
sell, convey, transfer and deliver all of the Assets of each Current Fund to its
corresponding New Fund. The Trust, on behalf of each New Fund, agrees in
exchange therefor:

(a) to issue and deliver to the corresponding Current Fund the
number of full and fractional (rounded to the third decimal place) New
Fund Shares of each New Fund Class designated on Schedule B equal to
the number of full and fractional Current Fund Shares of each
corresponding Current Fund Class designated on Schedule B; and

(b) to assume all of the Current Fund's Liabilities.

Such transactions shall take place at the Closing.

2.2 At the Effective Time (or as soon thereafter as is reasonably
practicable), (a) the New Fund Shares issued pursuant to Section 5.2 shall be
redeemed by each New Fund for $1.00 and (b) each Current Fund shall distribute
the New Fund Shares received by it pursuant to Section 2.1 to the Current Fund's
Shareholders in exchange for such Shareholders' Current Fund Shares. Such
distribution shall be accomplished through opening accounts, by the transfer
agent for the Trust (the "Transfer Agent"), on each New Fund's share transfer
books in the Shareholders' names and transferring New Fund Shares to such
accounts. Each Shareholder's account shall be credited with the respective pro
rata number of full and fractional (rounded to the third decimal place) New Fund
Shares of each New Fund Class due that Shareholder. All outstanding Current Fund
Shares, including those represented by certificates, shall

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simultaneously be canceled on each Current Fund's share transfer books. The
Trust shall not issue certificates representing the New Fund Shares in
connection with the Reorganization. However, certificates representing Current
Fund Shares shall represent New Fund Shares after the Reorganization.

2.3 Following receipt of the required shareholder vote and as soon as
reasonably practicable after the Closing, the status of each Current Fund as a
designated series of the Company shall be terminated; provided, however, that
the termination of each Current Fund as a designated series of the Company shall
not be required if the Reorganization shall not have been consummated.

2.4 Following receipt of the required shareholder vote and as soon as
reasonably practicable after distribution of the New Fund Shares pursuant to
Section 2.2, the Company and the Trust shall cause Articles of Transfer to be
filed with the State Department of Assessments and Taxation of Maryland and,
following the filing of Articles of Transfer, the Company shall file Articles of
Dissolution with the State Department of Assessments and Taxation of Maryland to
dissolve the Company as a Maryland corporation; provided, however, that the
filing of Articles of Transfer and Articles of Dissolution as aforesaid shall
not be required if the Reorganization shall not have been consummated.

2.5 Any transfer taxes payable on issuance of New Fund Shares in a name
other than that of the registered holder of the Current Fund Shares exchanged
therefor shall be paid by the person to whom such New Fund Shares are to be
issued, as a condition of such transfer.

2.6 Any reporting responsibility of the Company or each Current Fund to
a public authority is and shall remain its responsibility up to and including
the date on which it is terminated.

3. CLOSING.

3.1 The Closing shall occur at the principal office of the Company on
October 31, 2003, or on such other date and at such other place upon which the
parties may agree. All acts taking place at the Closing shall be deemed to take
place simultaneously as of the Company's and the Trust's close of business on
the date of the Closing or at such other time as the parties may agree (the
"Effective Time").

3.2 The Company or its fund accounting agent shall deliver to the Trust
at the Closing, a certificate of an authorized officer verifying that the
information (including adjusted basis and holding period, by lot) concerning the
Assets, including all portfolio securities, transferred by the Current Funds to
the New Funds, as reflected on the New Funds' books immediately following the
Closing, does or will conform to such information on the Current Funds' books
immediately before the Closing. The Company shall cause the custodian for each
Current Fund to deliver at the Closing a certificate of an authorized officer of
the custodian stating that (a) the Assets held by the custodian will be
transferred to each corresponding New Fund at the Effective Time and (b) all
necessary taxes in conjunction with the delivery of the Assets, including all
applicable federal and state stock transfer stamps, if any, have been paid or
provision for payment has been made.

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3.3 The Company shall deliver to the Trust at the Closing a list of the
names and addresses of each Shareholder of each Current Fund and the number of
outstanding Current Fund Shares of the Current Fund Class owned by each
Shareholder, all as of the Effective Time, certified by the Company's Secretary
or Assistant Secretary. The Trust shall cause the Transfer Agent to deliver at
the Closing a certificate as to the opening on each New Fund's share transfer
books of accounts in the Shareholders' names. The Trust shall issue and deliver
a confirmation to the Company evidencing the New Fund Shares to be credited to
each corresponding Current Fund at the Effective Time or provide evidence
satisfactory to the Company that such shares have been credited to each Current
Fund's account on such books. At the Closing, each party shall deliver to the
other such bills of sale, checks, assignments, stock certificates, receipts, or
other documents as the other party or its counsel may reasonably request.

3.4 The Company and the Trust shall deliver to the other at the Closing
a certificate executed in its name by its President or a Vice President in form
and substance satisfactory to the recipient and dated the Effective Time, to the
effect that the representations and warranties it made in this Agreement are
true and correct at the Effective Time except as they may be affected by the
transactions contemplated by this Agreement.

4. REPRESENTATIONS AND WARRANTIES.

4.1 The Company represents and warrants on its own behalf and on behalf
of each Current Fund as follows:

(a) The Company is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Maryland,
and its Charter is on file with the Maryland Department of Assessments
and Taxation;

(b) The Company is duly registered as an open-end series
management investment company under the 1940 Act, and such registration
is in full force and effect;

(d) At the Closing, each Current Fund will have good and
marketable title to its Assets and full right, power, and authority to
sell, assign, transfer, and deliver its Assets free of any liens or
other encumbrances; and upon delivery and payment for the Assets, the
corresponding New Fund will acquire good and marketable title to the
Assets;

(e) The New Fund Shares are not being acquired for the purpose
of making any distribution thereof, other than in accordance with the
terms hereof;

(f) Each Current Fund is a "fund" as defined in Section
851(g)(2) of the Code; each Current Fund qualified for treatment as a
RIC for each taxable year since it commenced operations that has ended
(or will end) before the Closing and will continue to meet all the
requirements for such qualification for its current taxable year (and
the Assets will be invested at all times through the Effective Time in
a manner that ensures compliance with the foregoing); each Current Fund
has no earnings and profits accumulated in any taxable year in which
the provisions of Subchapter M did not apply

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to it; and each Current Fund has made all distributions for each
calendar year that has ended (or will end) before the Closing that are
necessary to avoid the imposition of federal excise tax or has paid or
provided for the payment of any excise tax imposed for any such
calendar year;

(g) During the five-year period ending on the date of the
Reorganization, neither Company nor any person related to Company (as
defined in Section 1.368-1(e)(3) of the Federal income tax regulations
adopted pursuant to the Code without regard to Section
1.368-1(e)(3)(i)(A)) will have directly or through any transaction,
agreement, or arrangement with any other person, (i) acquired shares of
a Current Fund for consideration other than shares of such Current
Fund, except for shares redeemed in the ordinary course of such Current
Fund's business as an open-end investment company as required by the
1940 Act, or (ii) made distributions with respect to a Current Fund's
shares, except for (a) distributions necessary to satisfy the
requirements of Sections 852 and 4982 of the Code for qualification as
a regulated investment company and avoidance of excise tax liability
and (b) additional distributions, to the extent such additional
distributions do not exceed 50 percent of the value (without giving
effect to such distributions) of the proprietary interest in such
Current Fund at the Effective Time. There is no plan or intention of
the Shareholders who individually own 5% or more of any Current Fund
Shares and, to the best of the Company's knowledge, there is no plan or
intention of the remaining Shareholders to redeem or otherwise dispose
of any New Fund Shares to be received by them in the Reorganization.
The Company does not anticipate dispositions of those shares at the
time of or soon after the Reorganization to exceed the usual rate and
frequency of redemptions of shares of the Current Fund as a series of
an open-end investment company. Consequently, the Company is not aware
of any plan that would cause the percentage of Shareholder interests,
if any, that will be disposed of as a result of or at the time of the
Reorganization to be one percent (1%) or more of the shares of the
Current Fund outstanding as of the Effective Time;

(h) The Liabilities were incurred by the Current Funds in the
ordinary course of their business and are associated with the Assets;

(i) The Company is not under the jurisdiction of a court in a
proceeding under Title 11 of the United States Code or similar case
within the meaning of Section 368(a)(3)(A) of the Code;

(j) As of the Effective Time, no Current Fund will have
outstanding any warrants, options, convertible securities, or any other
type of rights pursuant to which any person could acquire Current Fund
Shares except for the right of investors to acquire its shares at net
asset value in the normal course of its business as a series of an
open-end diversified management investment company operating under the
1940 Act;

(k) At the Effective Time, the performance of this Agreement
shall have been duly authorized by all necessary action by the
Company's shareholders;

(l) Throughout the five-year period ending on the date of the
Closing, each Current Fund will have conducted its historic business
within the meaning of

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Section 1.368-1(d) of the Income Tax Regulations under the Code in a
substantially unchanged manner;

(m) The fair market value of the Assets of each Current Fund
transferred to the corresponding New Fund will equal or exceed the sum
of the Liabilities assumed by the New Fund plus the amount of
Liabilities, if any, to which the transferred Assets are subject; and

(n) The total adjusted basis of the Assets of each Current
Fund transferred to the corresponding New Fund will equal or exceed the
sum of the Liabilities assumed by the New Fund plus the amount of
Liabilities, if any, to which the transferred assets are subject.

4.2 The Trust represents and warrants on its own behalf and on behalf
of each New Fund as follows:

(a) The Trust is a statutory trust duly organized, validly
existing, and in good standing under the laws of the State of Delaware,
and its Certificate of Trust has been duly filed in the office of the
Secretary of State of Delaware;

(b) At the Effective Time, the Trust will succeed to the
Company's registration statement filed under the 1940 Act with the SEC
and thus will become duly registered as an open-end management
investment company under the 1940 Act;

(d) No New Fund has commenced operations nor will it commence
operations until after the Closing;

(e) Prior to the Effective Time, there will be no issued and
outstanding shares in any New Fund or any other securities issued by
the Trust on behalf of any New Fund, except as provided in Section 5.2;

(f) No consideration other than New Fund Shares (and each New
Fund's assumption of the Liabilities) will be issued in exchange for
the Assets in the Reorganization;

(g) The New Fund Shares to be issued and delivered to each
corresponding Current Fund hereunder will, at the Effective Time, have
been duly authorized and, when issued and delivered as provided herein,
will be duly and validly issued and outstanding shares of the New Fund,
fully paid and nonassessable;

(h) Each New Fund will be a "fund" as defined in Section
851(g)(2) of the Code and will meet all the requirements to qualify for
treatment as a RIC for its taxable year in which the Reorganization
occurs;

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(i) The Trust, on behalf of the New Funds, has no plan or
intention to issue additional New Fund Shares following the
Reorganization except for shares issued in the ordinary course of its
business as an open-end investment company; nor does the Trust, on
behalf of the New Funds, have any plan or intention to redeem or
otherwise reacquire any New Fund Shares issued pursuant to the
Reorganization, other than in the ordinary course of such business or
to the extent necessary to comply with its legal obligation under
Section 22(e) of the 1940 Act;

(j) Each New Fund will actively continue the corresponding
Current Fund's business in substantially the same manner that the
Current Fund conducted that business immediately before the
Reorganization; and no New Fund has any plan or intention to sell or
otherwise dispose of any of the Assets, except for dispositions made in
the ordinary course of its business or dispositions necessary to
maintain its qualification as a RIC, although in the ordinary course of
its business the New Fund will continuously review its investment
portfolio (as each Current Fund did before the Reorganization) to
determine whether to retain or dispose of particular stocks or
securities, including those included in the Assets, provided, however
that this Section 4.2(j) shall not preclude any of the combinations of
funds set forth on Schedule C to this Agreement; and

(k) There is no plan or intention for any of the New Funds to
be dissolved or merged into another corporation or statutory trust or
"fund" thereof (within the meaning of Section 851(g)(2) of the Code)
following the Reorganization, provided, however that this Section
4.2(k) shall not preclude any of the combinations of Funds set forth on
Schedule C.

4.3 Each of the Company and the Trust, on its own behalf and on behalf
of each Current Fund or each New Fund, as appropriate, represents and warrants
as follows:

(a) The fair market value of the New Fund Shares of each New
Fund received by each Shareholder will be equal to the fair market
value of the Current Fund Shares of the corresponding Current Fund
surrendered in exchange therefor;

(b) Immediately following consummation of the Reorganization,
the Shareholders will own all the New Fund Shares of each New Fund and
will own such shares solely by reason of their ownership of the Current
Fund Shares of the corresponding Current Fund immediately before the
Reorganization;

(d) There is no intercompany indebtedness between a Current
Fund and a New Fund that was issued or acquired, or will be settled, at
a discount; and

(e) Immediately following consummation of the Reorganization,
each New Fund will hold the same assets, except for assets distributed
to shareholders in the course of its business as a RIC and assets used
to pay expenses incurred in connection with the Reorganization, and be
subject to the same liabilities that the corresponding Current Fund
held or was subject to immediately prior to the Reorganization. Assets
used to pay

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(i) expenses, (ii) all redemptions (other than redemptions at the usual
rate and frequency of the Current Fund as a series of an open-end
investment company), and (iii) distributions (other than regular,
normal distributions), made by a Current Fund after the date of this
Agreement will, in the aggregate, constitute less than one percent (1%)
of its net assets.

5. COVENANTS.

5.1 As soon as practicable after the date of this Agreement, the
Company shall call a meeting of its shareholders (the "Shareholders Meeting") to
consider and act on this Agreement and, in connection therewith, the sale of all
of the Company's assets and the dissolution of the Company as a Maryland
corporation. The Board of Directors of the Company shall recommend that
shareholders approve this Agreement and, in connection therewith, sale of all of
the Company's assets and the dissolution of the Company as a Maryland
corporation. Approval by shareholders of this Agreement will authorize the
Company, and the Company hereby agrees, to vote on the matters referred to in
Sections 5.2 and 5.3.

5.2 Prior to the Closing, the Company shall acquire one New Fund Share
in each New Fund Class of each New Fund for the purpose of enabling the Company
to elect the Company's directors as the Trust's trustees (to serve without limit
in time, except as they may resign or be removed by action of the Trust's
trustees or shareholders), to ratify the selection of the Trust's independent
accountants, and to vote on the matters referred to in Section 5.3.

5.3 Immediately prior to the Closing, the Trust (on its own behalf and
with respect to each New Fund or each New Fund Class, as appropriate) shall
enter into a Master Investment Advisory Agreement, a Master Sub-Advisory
Agreement, if applicable, a Master Administrative Services Agreement, Master
Distribution Agreements, a Custodian Agreement, and a Transfer Agency and
Servicing Agreement; shall adopt plans of distribution pursuant to Rule 12b-l of
the 1940 Act, a multiple class plan pursuant to Rule 18f-3 of the 1940 Act; and
shall enter into or adopt, as appropriate, such other agreements and plans as
are necessary for each New Fund's operation as a series of an open-end
investment company. Each such agreement and plan shall have been approved by the
Trust's trustees and, to the extent required by law, by such of those trustees
who are not "interested persons" of the Trust (as defined in the 1940 Act) and
by the Company as the sole shareholder of each New Fund.

5.4 The Company or the Trust, as appropriate, shall file with the SEC
one or more post-effective amendments to the Company's Registration Statement on
Form N-lA under the Securities Act of 1933, as amended, and the 1940 Act, as
amended (the "Registration Statement"), (i) which contain such amendments to
such Registration Statement as are determined by the Company to be necessary and
appropriate to effect the Reorganization and (ii) pursuant to which the Trust
adopts such Registration Statement, as so amended, as its own, and shall use its
best efforts to have such post-effective amendment or amendments to the
Registration Statement become effective as of the Closing.

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6. CONDITIONS PRECEDENT.

The obligations of the Company, on its own behalf and on behalf of each
Current Fund, and the Trust, on its own behalf and on behalf of each New Fund,
will be subject to (a) performance by the other party of all its obligations to
be performed hereunder at or before the Effective Time, (b) all representations
and warranties of the other party contained herein being true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated hereby, as of the Effective Time, with the same
force and effect as if made on and as of the Effective Time, and (c) the further
conditions that, at or before the Effective Time:

6.1 The shareholders of the Company shall have approved this Agreement
and the transactions contemplated by this Agreement in accordance with
applicable law.

6.2 All necessary filings shall have been made with the SEC and state
securities authorities, and no order or directive shall have been received that
any other or further action is required to permit the parties to carry out the
transactions contemplated hereby. All consents, orders, and permits of federal,
state, and local regulatory authorities (including the SEC and state securities
authorities) deemed necessary by either the Company or the Trust to permit
consummation, in all material respects, of the transactions contemplated hereby
shall have been obtained, except where failure to obtain such consults, orders,
and permits would not involve a risk of a material adverse effect on the assets
or properties of either a Current Fund or a New Fund, provided that either the
Company or the Trust may for itself waive any of such conditions.

6.3 Each of the Company and the Trust shall have received an opinion
from Ballard Spahr Andrews & Ingersoll, LLP as to the federal income tax
consequences mentioned below. In rendering such opinion, such counsel may rely
as to factual matters, exclusively and without independent verification, on the
representations made in this Agreement (or in separate letters of representation
that the Company and the Trust shall use their best efforts to deliver to such
counsel) and the certificates delivered pursuant to Section 3.4. Such opinion
shall be substantially to the effect that, based on the facts and assumptions
stated therein and conditioned on consummation of the Reorganization in
accordance with this Agreement, for federal income tax purposes:

(a) The Reorganization will constitute a reorganization within
the meaning of section 368(a) of the Code, and each Current Fund and
each New Fund will be "a party to a reorganization" within the meaning
of section 368(b) of the Code;

(b) No gain or loss will be recognized to a Current Fund on
the transfer of its Assets to the corresponding New Fund in exchange
solely for the New Fund's New Fund Shares and the New Fund's assumption
of the Current Fund's Liabilities or on the subsequent distribution of
those New Fund Shares to its Shareholders, in constructive exchange for
their Current Fund Shares, in liquidation of the Current Fund;

(c) No gain or loss will be recognized to a New Fund on its
receipt of the corresponding Current Fund's Assets in exchange for New
Fund Shares and its assumption of the Current Fund's Liabilities;

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(d) Each New Fund's basis for the corresponding Current Fund's
Assets will be the same as the basis thereof in the Current Fund's
hands immediately before the Reorganization, and the New Fund's holding
period for those Assets will include the Current Fund's holding period
therefor;

(e) A Shareholder will recognize no gain or loss on the
constructive exchange of Current Fund Shares solely for New Fund Shares
pursuant to the Reorganization; and

(f) A Shareholder's basis for the New Fund Shares of each New
Fund to be received in the Reorganization will be the same as the basis
for the Current Fund Shares of the corresponding Current Fund to be
constructively surrendered in exchange for such New Fund Shares, and a
Shareholder's holding period for such New Fund Shares will include its
holding period for such Current Fund Shares, provided that such Current
Fund Shares are held as capital assets by the Shareholder at the
Effective Time.

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

At any time prior to the Closing, any of the foregoing conditions
(except those set forth in Sections 6.1 and 6.3) may be waived by the
directors/trustees of either the Company or the Trust if, in their judgment,
such waiver will not have a material adverse effect on the interests of the
Current Fund's Shareholders.

7. EXPENSES.

Except as otherwise provided in Section 4.3(c), all expenses incurred
in connection with the transactions contemplated by this Agreement (regardless
of whether they are consummated) will be borne by the parties as they mutually
agree.

8. ENTIRE AGREEMENT.

Neither party has made any representation, warranty, or covenant not
set forth herein, and this Agreement constitutes the entire agreement between
the parties.

9. AMENDMENT.

This Agreement may be amended, modified, or supplemented at any time,
notwithstanding its approval by the Company's shareholders, in such manner as
may be mutually agreed upon in writing by the parties; provided that following
such approval no such amendment shall have a material adverse effect on the
shareholders' interests.

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10. TERMINATION.

This Agreement may be terminated at any time at or prior to the
Effective Time, whether before or after approval by the Company's shareholders:

10.1 By either the Company or the Trust (a) in the event of the other
party's material breach of any representation, warranty, or covenant contained
herein to be performed at or prior to the Effective Time, (b) if a condition to
its obligations has not been met and it reasonably appears that such condition
will not or cannot be met, or (c) if the Closing has not occurred on or before
December 31, 2003; or

10.2 By the parties' mutual agreement.

Except as otherwise provided in Section 7, in the event of termination
under Sections 10.1(c) or 10.2, there shall be no liability for damages on the
part of either the Company or the Trust or any Current Fund or corresponding New
Fund, to the other.

11. MISCELLANEOUS.

11.1 This Agreement shall be governed by and construed in accordance
with the internal laws of the State of Delaware; provided that, in the case of
any conflict between such laws and the federal securities laws, the latter shall
govern.

11.2 Nothing expressed or implied herein is intended or shall be
construed to confer upon or give any person, firm, trust, or corporation other
than the parties and their respective successors and assigns any rights or
remedies under or by reason of this Agreement.

11.3 The execution and delivery of this Agreement have been authorized
by the Trust's trustees, and this Agreement has been executed and delivered by a
duly authorized officer of the Trust in his or her capacity as an officer of the
Trust intending to bind the Trust as provided herein, and no officer, trustee or
shareholder of the Trust shall be personally liable for the liabilities or
obligations of the Trust incurred hereunder. The liabilities and obligations of
the Trust pursuant to this Agreement shall be enforceable against the assets of
the New Funds only and not against the assets of the Trust generally.

AP-12

IN WITNESS WHEREOF, each party has caused this Agreement to be executed
and delivered by its duly authorized officers as of the day and year first
written above.

Attest: AIM INTERNATIONAL FUNDS, INC.,
on behalf of each of its series
listed in Schedule A

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

Attest: AIM INTERNATIONAL MUTUAL FUNDS,
on behalf of each of its series
listed in Schedule A

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

AP-13

SCHEDULE A

SERIES OF AIM INTERNATIONAL FUNDS, INC. CORRESPONDING SERIES OF AIM INTERNATIONAL
(EACH A "CURRENT FUND") MUTUAL FUNDS (EACH A "NEW FUND")
- --------------------------------------- -----------------------------------------

AIM Asia Pacific Growth Fund AIM Asia Pacific Growth Fund
AIM European Growth Fund AIM European Growth Fund
AIM Global Aggressive Growth Fund AIM Global Aggressive Growth Fund
AIM Global Growth Fund AIM Global Growth Fund
AIM International Growth Fund AIM International Growth Fund
</Table>

AP-14

SCHEDULE B

CLASSES OF EACH CURRENT FUND CORRESPONDING CLASSES OF EACH NEW FUND
- ---------------------------- --------------------------------------

AIM Asia Pacific Growth Fund AIM Asia Pacific Growth Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
AIM European Growth Fund AIM European Growth Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
Class R Shares Class R Shares
Investor Class Shares Investor Class Shares
AIM Global Aggressive Growth Fund AIM Global Aggressive Growth Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
AIM Global Growth Fund AIM Global Growth Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
AIM International Growth Fund AIM International Growth Fund
Class A Shares Class A Shares
Class B Shares Class B Shares
Class C Shares Class C Shares
Class R Shares Class R Shares
Institutional Class Shares Institutional Class Shares
</Table>

AP-15

SCHEDULE C

PERMITTED COMBINATIONS OF FUNDS

INVESCO Advantage Fund into AIM Opportunities III Fund

INVESCO Growth Fund into AIM Large Cap Growth Fund

INVESCO Growth & Income Fund into AIM Blue Chip Fund

INVESCO European Fund into AIM European Growth Fund

AIM International Core Equity Fund into INVESCO International Blue Chip Value
Fund

AIM New Technology Fund into INVESCO Technology Fund

AIM Global Science and Technology Fund into INVESCO Technology Fund

INVESCO Telecommunications Fund into INVESCO Technology Fund

AIM Global Financial Services Fund into INVESCO Financial Services Fund

AIM Global Energy Fund into INVESCO Energy Fund

AIM Global Utilities Fund into INVESCO Utilities Fund

INVESCO Real Estate Opportunity Fund into AIM Real Estate Fund

INVESCO Tax-Free Bond Fund into AIM Municipal Bond Fund

INVESCO High Yield Fund into AIM High Yield Fund

INVESCO Select Income Fund into AIM Income Fund

INVESCO U.S. Government Securities Fund into AIM Intermediate Government Fund

INVESCO Cash Reserves Fund into AIM Money Market Fund

INVESCO Tax-Free Money Fund into AIM Tax-Exempt Cash Fund

INVESCO Balanced Fund into INVESCO Total Return Fund

INVESCO Value Equity Fund into AIM Large Cap Basic Value Fund

AIM Premier Equity Fund II into AIM Premier Equity Fund

AP-16

EXHIBIT A

SHARES OF AIM INTERNATIONAL FUNDS, INC.
OUTSTANDING ON JULY 25, 2003

NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) JULY 25, 2003
-------------------- ----------------

AIM Asia Pacific Growth Fund
Class A ........................................
Class B.........................................
Class C.........................................
AIM European Growth Fund
Class A.........................................
Class B.........................................
Class C.........................................
Class R.........................................
AIM Global Aggressive Growth Fund
Class A ........................................
Class B.........................................
Class C.........................................
AIM Global Growth Fund
Class A ........................................
Class B.........................................
Class C.........................................
AIM International Growth Fund
Class A ........................................
Class B.........................................
Class C.........................................
Class R ........................................
Institutional Class ............................
</Table>

A-1

EXHIBIT B

DIRECTOR COMPENSATION TABLE

Set forth below is information regarding compensation paid or accrued
for each director of Company who was not affiliated with AIM during the year
ended December 31, 2002:

<Table>
<Caption>
AGGREGATE RETIREMENT BENEFITS ESTIMATED ANNUAL TOTAL
COMPENSATION FROM ACCRUED BY ALL AIM BENEFITS UPON COMPENSATION FROM
NAME OF DIRECTOR COMPANY(1) Funds(2) RETIREMENT(3) ALL AIM FUNDS(4)
- ---------------- ----------------- ------------------- ---------------- ------------------

Frank S. Bayley $ 7,245 $ 142,800 $ 90,000 $ 150,000
Bruce L. Crockett 7,196 50,132 90,000 149,000
Owen Daly II(5) 1,098 40,045 75,000 -0-
Albert R. Dowden 7,245 57,955 90,000 150,000
Edward K. Dunn, Jr 7,196 94,149 90,000 149,000
Jack M. Fields 7,245 29,153 90,000 153,000
Carl Frischling(6) 7,245 74,511 90,000 150,000
Prema Mathai-Davis 7,245 33,931 90,000 150,000
Lewis F. Pennock 7,447 54,802 90,000 154,000
Ruth H. Quigley 7,245 142,502 90,000 153,000
Louis S. Sklar 7,399 78,500 90,000 153,000
</Table>

- ----------

(1) Amounts shown are based on the fiscal year ended October 31, 2002. The total
amount of compensation deferred by all directors of Company during the
fiscal year ended October 31, 2002, including earnings, was $34,495.

(2) During the fiscal year ended October 31, 2002, the total amount of expenses
allocated to Company in respect of such retirement benefits was $8,064.

(3) Amounts shown assume each director serves until his or her normal retirement
date.

(4) All directors currently serve as directors or trustees of 17 registered
investment companies advised by AIM.

(5) Mr. Daly retired as director on December 31, 2001.

(6) During the fiscal year ended October 31, 2002, Company paid $38,195 in legal
fees to Kramer Levin Naftalis & Frankel LLP for services rendered by such
firm as counsel to the independent directors of the Company. Mr. Frischling
is a partner of such firm.

B-1

EXHIBIT C

OFFICERS OF COMPANY

The following table provides information with respect to the current
officers of Company. Each officer is elected by the Board and serves until his
or her successor is chosen and qualified or until his or her resignation or
removal by the Board. The business address of each of the following persons is
11 Greenway Plaza, Suite 100, Houston, Texas 77046.

Name, Year of Birth and Position(s) Officer
Held with Company Since Principal Occupation(s) During Past 5 Years
- ----------------------------------- ------- -------------------------------------------------------------

Robert H. Graham - 1946 1991 Director and Chairman, A I M Management Group Inc. (financial
Chairman and President services holding company); and Director and Vice Chairman,
AMVESCAP PLC (parent of AIM and a global investment management
firm) and Chairman, AMVESCAP PLC - AIM Division; formerly,
President and Chief Executive Officer, A I M Management Group
Inc.; Director, Chairman and President, A I M Advisors, Inc.
(registered investment advisor); Director and Chairman, A I M
Capital Management, Inc. (registered investment advisor), A I
M Distributors, Inc. (registered broker dealer), A I M Fund
Services, Inc. (registered transfer agent), and Fund
Management Company (registered broker dealer); and Chief
Executive Officer, AMVESCAP PLC - Managed Products

Mark H. Williamson - 1951 2003 Director, President and Chief Executive Officer, A I M
Executive Vice President Management Group Inc.; Director, Chairman and President, A I M
Advisors, Inc. (registered investment advisor); Director,
A I M Distributors, Inc. (registered broker dealer); and Chief
Executive Officer of the AIM Division of AMVESCAP PLC
(2003-present); formerly, Chief Executive Officer, Managed
Products Division, AMVESCAP PLC (2001-2002); Chairman of the
Board (1998-2002), President (1998-2002) and Chief Executive
Officer (1998-2002) of INVESCO Funds Group, Inc. (registered
investment advisor) and INVESCO Distributors, Inc. (registered
broker dealer); Chief Operating Officer and Chairman of the
Board of INVESCO Global Health Sciences Fund; Chairman and
Chief Executive Officer of NationsBanc Advisors, Inc.; and
Chairman of NationsBanc Investments, Inc.

Kevin M. Carome - 1956 2003 Director, Senior Vice President and General Counsel, A I M
Senior Vice President Management Group Inc. (financial services holding company) and
A I M Advisors, Inc.; and Vice President, A I M Capital
Management, Inc., A I M Distributors, Inc. and A I M Fund
Services; Director, Vice President and General Counsel, Fund
Management Company
</Table>

C-1

Gary T. Crum - 1947 1991 Director, Chairman and Director of Investments, A I M Capital
Senior Vice President Management, Inc.; Director and Executive Vice President, A I M
Management Group, Inc.; Director and Senior Vice President, A
I M Advisors, Inc.; and Director, A I M Distributors, Inc. and
AMVESCAP PLC; formerly Chief Executive Officer and President,
A I M Capital Management, Inc.

Robert G. Alley - 1948 1994 Managing Director and Chief Fixed Income Officer, A I M
Vice President Capital Management, Inc. and Vice President, A I M Advisors,
Inc.

Stuart W. Coco - 1955 2002 Managing Director and Chief Research Officer - Fixed Income, A
Vice President I M Capital Management, Inc.; and Vice President, A I M
Advisors, Inc.

Melville B. Cox - 1943 1992 Vice President and Chief Compliance Officer, A I M Advisors,
Vice President Inc. and A I M Capital Management, Inc.; and Vice President,
A I M Fund Services, Inc.

Edgar M. Larsen - 1940 1999 Vice President, A I M Advisors, Inc.; and President, Chief
Vice President Executive Officer and Chief Investment Officer, A I M Capital
Management, Inc.

Dana R. Sutton - 1959 1991 Vice President and Fund Treasurer, A I M Advisors, Inc.
Vice President and Treasurer

Nancy L. Martin - 1957 2003 Vice President, A I M Advisors, Inc.; and Vice President and
Secretary General Counsel, A I M Capital Management, Inc.
</Table>

C-2

EXHIBIT D

SECURITY OWNERSHIP OF MANAGEMENT

To the best knowledge of Company, the following table sets forth
certain information regarding the ownership, as of July 25, 2003, of shares of
beneficial interest of each class of each of the Funds by the directors,
nominees, and current executive officers of Company. No information is given as
to a Fund or a class if a director, nominee or current executive officer held no
shares of any or all classes of such Fund as of July 25, 2003.

<Table>
<Caption>
NUMBER OF SHARES OF THE FUNDS PERCENT OF
NAME OF DIRECTOR/NOMINEE/OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS*
- -------------------------------- -------------- ----------------------------- ----------

Frank S. Bayley......................
Bruce L. Crockett....................
Albert R. Dowden.....................
Edward K. Dunn, Jr...................
Jack M. Fields.......................
Carl Frischling......................
Robert H. Graham.....................
Prema Mathai-Davis...................
Lewis F. Pennock.....................
Ruth H. Quigley......................
Louis S. Sklar.......................
Mark H. Williamson...................
Bob R. Baker.........................
James T. Bunch.......................
Gerald J. Lewis......................
Larry Soll, Ph.D.....................
Kevin M. Carome......................
Gary T. Crum.........................
Robert G. Alley......................
Stuart W. Coco.......................
Melville B. Cox......................
Edgar M. Larsen......................
Dana R. Sutton.......................
Nancy L. Martin......................
All directors, nominees, and current
executive officers as a group........
</Table>

* To the best knowledge of Company, the ownership of shares of each series
portfolio of Company by directors, nominees and current executive officers
of Company as a group constituted less than 1% of each class of each series
portfolio of Company as of July 25, 2003. [NEED TO CONFIRM]

D-1

EXHIBIT E

OWNERSHIP OF SHARES OF THE FUNDS

SIGNIFICANT HOLDERS

Listed below is the name, address and percent ownership of each person
who, as of July 25, 2003, to the best knowledge of Company 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>
NAME AND ADDRESS OF NUMBER OF SHARES PERCENT OF CLASS OWNED
FUND (CLASS) RECORD OWNER OWNED OF RECORD OF RECORD*
------------ ------------------- ---------------- ----------------------

</Table>

E-1

EXHIBIT F

DIRECTOR OWNERSHIP OF FUND SHARES

Set forth below is the dollar range of equity securities beneficially
owned by each director and nominee as of December 31, 2002 (i) in the Funds and
(ii) on an aggregate basis, in all registered investment companies overseen by
the director within the AIM Funds complex.

<Table>
<Caption>
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED
INVESTMENT COMPANIES
DOLLAR RANGE OF EQUITY SECURITIES OVERSEEN BY DIRECTOR IN
NAME OF DIRECTOR PER FUND THE AIM FUNDS COMPLEX
- ---------------- -------------------------------------------------------------- ---------------------

INTERESTED DIRECTORS

Robert H. Graham AIM Asia Pacific Growth Fund $50,001 - $100,000 Over $100,000
AIM European Growth Fund Over $100,000
AIM Global Aggressive Growth Fund Over $100,000
AIM Global Growth Fund $10,001 - $50,000
AIM International Growth Fund Over $100,000

Mark H. Williamson AIM Asia Pacific Growth Fund None $10,001-$50,000
AIM European Growth Fund None
AIM Global Aggressive Growth Fund $10,001-$50,000
AIM Global Growth Fund None
AIM International Growth Fund None

INDEPENDENT DIRECTORS
Frank S. Bayley AIM Asia Pacific Growth Fund None $10,001-$50,000
AIM European Growth Fund $1-$10,000
AIM Global Aggressive Growth Fund None
AIM Global Growth Fund $10,001-$50,000
AIM International Growth Fund None

Bruce L. Crockett AIM Asia Pacific Growth Fund None $1 - $10,000
AIM European Growth Fund None
AIM Global Aggressive Growth Fund None
AIM Global Growth Fund None
AIM International Growth Fund $1-$10,000

Albert R. Dowden AIM Asia Pacific Growth Fund None $50,001 - $100,000
AIM European Growth Fund None
AIM Global Aggressive Growth Fund None
AIM Global Growth Fund None
AIM International Growth Fund None
</Table>

F-1

<Table>

Edward K. Dunn, Jr.(1) AIM Asia Pacific Growth Fund None Over $100,000
AIM European Growth Fund None
AIM Global Aggressive Growth Fund None
AIM Global Growth Fund None
AIM International Growth Fund None

Jack M. Fields(1) AIM Asia Pacific Growth Fund None Over $100,000
AIM European Growth Fund None
AIM Global Aggressive Growth Fund $1-$10,000
AIM Global Growth Fund None
AIM International Growth Fund $10,001-$50,000

Carl Frischling(1) AIM Asia Pacific Growth Fund None Over $100,000
AIM European Growth Fund None
AIM Global Aggressive Growth Fund None
AIM Global Growth Fund $10,000-$50,000
AIM International Growth Fund None

Prema Mathai-Davis(1) AIM Asia Pacific Growth Fund None Over $100,000
AIM European Growth Fund $10,001-$50,000
AIM Global Aggressive Growth Fund $50,001-$100,000
AIM Global Growth Fund None
AIM International Growth Fund None

Lewis F. Pennock AIM Asia Pacific Growth Fund None $50,001 - $100,000
AIM European Growth Fund None
AIM Global Aggressive Growth Fund None
AIM Global Growth Fund None
AIM International Growth Fund None

Ruth H. Quigley AIM Asia Pacific Growth Fund None $1 - $10,000
AIM European Growth Fund None
AIM Global Aggressive Growth Fund None
AIM Global Growth Fund None
AIM International Growth Fund None

Louis S. Sklar(1) AIM Asia Pacific Growth Fund None Over $100,000
AIM European Growth Fund None
AIM Global Aggressive Growth Fund None
AIM Global Growth Fund None
AIM International Growth Fund Over $100,000
</Table>

----------

(1) Includes the total amount of compensation deferred by the director at
his or her election pursuant to a deferred compensation plan. Such
deferred compensation is placed in a deferral account and deemed to be
invested in one or more of the AIM Funds.

F-2

<Table>
<Caption>
AGGREGATE DOLLAR RANGE
OF EQUITY SECURITIES IN
ALL REGISTERED
INVESTMENT COMPANIES
DOLLAR RANGE OF EQUITY SECURITIES OVERSEEN BY DIRECTOR IN
NAME OF NOMINEE PER FUND THE AIM FUNDS COMPLEX
- --------------- ------------------------------------------------------ ------------------------

INDEPENDENT
NOMINEES

Rob R. Baker AIM Asia Pacific Growth Fund None
AIM European Growth Fund None
AIM Global Aggressive Growth Fund None
AIM Global Growth Fund None
AIM International Growth Fund None

James T. Bunch AIM Asia Pacific Growth Fund None
AIM European Growth Fund None
AIM Global Aggressive Growth Fund None
AIM Global Growth Fund None
AIM International Growth Fund None

Gerald J. Lewis AIM Asia Pacific Growth Fund None
AIM European Growth Fund None
AIM Global Aggressive Growth Fund None
AIM Global Growth Fund None
AIM International Growth Fund None

Larry Soll, Ph.D. AIM Asia Pacific Growth Fund None
AIM European Growth Fund None
AIM Global Aggressive Growth Fund None
AIM Global Growth Fund None
AIM International Growth Fund None
</Table>

F-3

EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

<Table>
<Caption>
VOTING BY TELEPHONE VOTING BY INTERNET VOTING BY MAIL

Follow these six easy steps: Follow these three easy steps:
Follow these four easy steps: 1. Read the accompanying Proxy 1. Read the accompanying Proxy
1. Read the accompanying Proxy Statement and Proxy Card. Statement and Proxy Card.
Statement and Proxy Card. 2. Go to the Web site 2. Please mark, sign and date
2. Call the toll-free number www.aiminvestments.com. your Proxy Card.
1-888-221-0697. 3. Click on the My Account tab. 3. Return the Proxy Card in the
3. Enter your Control Number listed 4. Click on the 2003 Proxy Information postage-paid envelope provided or
on the Proxy Card. link. return it to Proxy Tabulator, P.O.
4. Follow the recorded instructions. 5. Follow the instructions provided. Box 9123, Hingham, MA 02043-9723.
6. Enter your Control Number listed on
the Proxy Card.
</Table>

DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.

-----------------------------------------------------------
CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.
EACH PROXY CARD HAS ITS OWN CONTROL NUMBER.

****CONTROL NUMBER: 999 999 999 999 99****
-----------------------------------------------------------

-- Please fold and detach card at perforation before mailing. --

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF DIRECTORS (THE "BOARD")

AIM ASIA PACIFIC GROWTH FUND

(A PORTFOLIO OF AIM INTERNATIONAL FUNDS, INC.)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints Robert H. Graham and Mark H. Williamson, 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 October 21, 2003, 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 NOMINEE AND "FOR" THE APPROVAL OF THE PROPOSAL.

-- PROXY MUST BE SIGNED AND DATED BELOW.

Dated 2003
-----------------------------

----------------------------------------
Signature(s) (if held jointly)

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as
executor, administrator, attorney,
trustee or guardian or as custodian for
a minor, please give full title as such.
If a corporation, please sign in full
corporate name and indicate the signer's
office. If a partner, please sign in the
partnership name.

o Please fold and detach card at perforation before mailing. o

-- PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. --
PLEASE DO NOT USE FINE POINT PENS.

PLEASE MARK
[X] VOTE AS IN
THIS EXAMPLE.

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

1. To elect sixteen individuals to the Board of AIM International Funds, Inc.
("Company"), each of whom will serve until his or her successor is elected
and qualified:

WITHHOLD
FOR AUTHORITY FOR ALL
ALL FOR ALL NOMINEES EXCEPT
01 Bob R. Baker 05 Albert R. Dowden 09 Robert H. Graham 13 Ruth H. Quigley [ ] [ ] [ ]
02 Frank S. Bayley 06 Edward K. Dunn, Jr. 10 Gerald J. Lewis 14 Louis S. Sklar
03 James T. Bunch 07 Jack M. Fields 11 Prema Mathai-Davis 15 Larry Soll, Ph.D.
04 Bruce L. Crockett 08 Carl Frischling 12 Lewis F. Pennock 16 Mark H. Williamson

TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT"
BOX AND WRITE THE NOMINEE'S NUMBER ON THE LINE PROVIDED.

----------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Approve an Agreement and Plan of Reorganization which provides for the [ ] [ ] [ ]
redomestication of Company as a Delaware statutory trust and, in connection
therewith, the sale of all of Company's assets and the dissolution of
Company as a Maryland corporation.
</Table>

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

EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

<Table>
<Caption>
VOTING BY TELEPHONE VOTING BY INTERNET VOTING BY MAIL

DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET

--------------------------------------------------
CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.
EACH PROXY CARD HAS ITS OWN CONTROL NUMBER.

****CONTROL NUMBER: 999 999 999 999 99****
--------------------------------------------------

-- Please fold and detach card at perforation before mailing. --

PROXY CARD PROXY CARD

PROXY SOLICITED BY THE BOARD OF DIRECTORS (THE "BOARD")

AIM EUROPEAN GROWTH FUND

(A PORTFOLIO OF AIM INTERNATIONAL FUNDS, INC.)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

-- PROXY MUST BE SIGNED AND DATED BELOW.

Dated ____________________ 2003

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

-------------------------------------------
Signature(s) (if held jointly)

NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ON THIS PROXY CARD. All joint owners
should sign. When signing as executor,
administrator, attorney, trustee or guardian
or as custodian for a minor, please give
full title as such. If a corporation, please
sign in full corporate name and indicate the
signer's office. If a partner, please sign
in the partnership name.

o Please fold and detach card at perforation before mailing. o

-- PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. --
PLEASE DO NOT USE FINE POINT PENS.

PLEASE MARK
X VOTE AS IN
THIS EXAMPLE.

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

<Table>

1. To elect sixteen individuals to the Board of AIM International Funds, Inc. ("Company"), WITHHOLD
each of whom will serve until his or her successor is elected and qualified: FOR AUTHORITY FOR ALL
ALL FOR ALL NOMINEES EXCEPT
01 Bob R. Baker 05 Albert R. Dowden 09 Robert H. Graham 13 Ruth H. Quigley
02 Frank S. Bayley 06 Edward K. Dunn, Jr. 10 Gerald J. Lewis 14 Louis S. Sklar [ ] [ ] [ ]
03 James T. Bunch 07 Jack M. Fields 11 Prema Mathai-Davis 15 Larry Soll, Ph.D.
04 Bruce L. Crockett 08 Carl Frischling 12 Lewis F. Pennock 16 Mark H. Williamson

TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX
AND WRITE THE NOMINEE'S NUMBER ON THE LINE PROVIDED.

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

FOR AGAINST ABSTAIN
2. Approve an Agreement and Plan of Reorganization which provides for the [ ] [ ] [ ]
redomestication of Company as a Delaware statutory trust and, in connection
therewith, the sale of all of Company's assets and the dissolution of
Company as a Maryland corporation.

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
</Table>

EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

<Table>
<Caption>
VOTING BY TELEPHONE VOTING BY INTERNET VOTING BY MAIL

DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.

------------------------------------------------
CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.
EACH PROXY CARD HAS ITS OWN CONTROL NUMBER.

****CONTROL NUMBER: 999 999 999 999 99****
------------------------------------------------

-- Please fold and detach card at perforation before mailing. --

PROXY CARD PROXY CARD
PROXY SOLICITED BY THE BOARD OF DIRECTORS (THE "BOARD")

AIM GLOBAL AGGRESSIVE GROWTH FUND

(A PORTFOLIO OF AIM INTERNATIONAL FUNDS, INC.)

PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

-- PROXY MUST BE SIGNED AND DATED BELOW.

Dated ____________________ 2003

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

----------------------------------------
Signature(s) (if held jointly)

o Please fold and detach card at perforation before mailing. o
-- PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. --
PLEASE DO NOT USE FINE POINT PENS.

PLEASE MARK
[X] VOTE AS IN
THIS EXAMPLE.

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

<Table>

1. To elect sixteen individuals to the Board of AIM International Funds, Inc. WITHHOLD
("Company"), each of whom will serve until his or her successor is elected and qualified: FOR AUTHORITY FOR ALL
ALL FOR ALL NOMINEES EXCEPT
01 Bob R. Baker 05 Albert R. Dowden 09 Robert H. Graham 13 Ruth H. Quigley [ ] [ ] [ ]
02 Frank S. Bayley 06 Edward K. Dunn, Jr. 10 Gerald J. Lewis 14 Louis S. Sklar
03 James T. Bunch 07 Jack M. Fields 11 Prema Mathai-Davis 15 Larry Soll, Ph.D.
04 Bruce L. Crockett 08 Carl Frischling 12 Lewis F. Pennock 16 Mark H. Williamson

TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL
EXCEPT" BOX AND WRITE THE NOMINEE'S NUMBER ON THE LINE PROVIDED.

- -------------------------------------------------------------------------------- FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2. Approve an Agreement and Plan of Reorganization which provides for the
redomestication of Company as a Delaware statutory trust and, in connection
therewith, the sale of all of Company's assets and the dissolution of
Company as a Maryland corporation.