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

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[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14
a-12

AIM ADVISOR FUNDS
AIM SERIES TRUST

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<Table>

AIM ADVISOR FUNDS AIM SERIES TRUST
AIM REAL ESTATE FUND AIM GLOBAL TRENDS FUND
</Table>

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 retail
INVESCO Funds and is now distributor for all retail INVESCO Funds and the retail
AIM Funds (including your Fund).

As a result of this integration initiative, the independent trustees of
your Board of Trustees 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 trustees.

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 certain series portfolios of AIM Funds with
few portfolios be restructured as new series portfolios of existing Delaware
statutory trusts. Your Board has approved restructuring your Fund as a new
series of an existing Delaware statutory trust. The attached proxy statement
seeks your approval of this restructuring.

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

Robert H. Graham
Chairman and President

AIM ADVISOR FUNDS
AIM REAL ESTATE FUND

AIM SERIES TRUST
AIM GLOBAL TRENDS FUND

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

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

To the Shareholders of each of the series portfolios of AIM Advisor Funds
and AIM Series Trust (each, a "Trust," and together, the "Trusts") listed above:

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

1. Elect 16 trustees to the Board of Trustees of each Trust, 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
restructuring of AIM Real Estate Fund and AIM Advisor Funds' other series
portfolio, AIM International Core Equity Fund, as new series portfolios of AIM
Investment Securities Funds, an existing open-end management investment company
organized as a Delaware statutory trust and, in connection therewith, the sale
of all of AIM Real Estate Fund's assets and the termination of AIM Real Estate
Fund as a designated series of AIM Advisor Funds.

3. Approve an Agreement and Plan of Reorganization which provides for the
restructuring of AIM Global Trends Fund as a new series portfolio of AIM Growth
Series, an existing open-end management investment company organized as a
Delaware statutory trust and, in connection therewith, the sale of all of AIM
Global Trends Fund's assets and the termination AIM Global Trends Fund as a
designated series of AIM Series Trust.

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

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

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

WE REQUEST THAT YOU EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
THE ACCOMPANYING PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF
EACH TRUST. 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 MEETINGS. 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 APPLICABLE TRUST'S SECRETARY OR BY VOTING IN PERSON AT THE
SPECIAL MEETINGS.

-S- NANCY L. MARTIN
Nancy L. Martin
Secretary

August 25, 2003

AIM ADVISOR FUNDS
AIM REAL ESTATE FUND

AIM SERIES TRUST
AIM GLOBAL TRENDS FUND

11 Greenway Plaza, Suite 100 Houston, Texas 77046-1173
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SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON OCTOBER 21, 2003
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INTRODUCTION

Proposals 1, 2 and 3 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:

- 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.

- 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.

- 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.

- 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.

- 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. Proposals 2 and 3 relate 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 trustees of your Fund.

INFORMATION ABOUT THE SPECIAL MEETINGS AND VOTING

PROXY STATEMENT

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

The Trusts intend to mail this Proxy Statement, the enclosed Notice of
Special Meetings of Shareholders and the enclosed proxy card on or about August
24, 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 applicable Special Meeting. The number of shares
outstanding of each class of each Fund on the Record Date can be found in
Exhibit A. Each share of a Fund that you own entitles you to one vote on each
proposal set forth in the table below that applies to the Fund (a fractional
share has a fractional vote).

We have previously sent to shareholders the most recent annual report for
their Fund, including financial statements, 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, TX 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
Meetings and the Funds whose shareholders the Boards are soliciting with respect
to each proposal:

<Table>
<Caption>
PROPOSAL AFFECTED FUNDS
-------- --------------

1. Electing trustees......................... All Funds
2. Approving an Agreement and Plan of
Reorganization to restructure each series
portfolio of AIM Advisor Funds as a new
series portfolio of an existing Delaware
statutory trust........................... AIM Real Estate Fund
3. Approving an Agreement and Plan of
Reorganization to restructure the sole
series portfolio of AIM Series Trust as a
new series portfolio of an existing
Delaware statutory trust.................. AIM Global Trends Fund
4. Considering other matters................. All Funds
</Table>

TIME AND PLACE OF SPECIAL MEETINGS

We are holding the Special Meetings 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 a 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 the applicable Trust at (800) 952-
3502 if you plan to attend a Special Meeting.

VOTING BY PROXY

Whether you plan to attend a 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
a 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 Meetings, 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 of your Trust as follows and in accordance with management's
recommendation on other matters:

- FOR the election of all 16 nominees for trustees of your Trust.

- FOR the proposal to approve an Agreement and Plan of Reorganization (the
"AAF Plan") to restructure each series portfolio of AIM Advisor Funds as
a new series portfolio of an existing Delaware statutory trust.

- FOR the proposal to approve an Agreement and Plan of Reorganization (the
"AST Plan") to restructure the sole series portfolio of AIM Series Trust
as a new series portfolio of an existing Delaware statutory trust.

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

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
applicable Trust's Secretary in writing to the address of such Trust set forth
on the cover page of this Proxy Statement before a Special Meeting that you have
revoked your proxy. In addition, although merely attending a Special Meeting
will not revoke your proxy, if you are present at a 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
Meetings in the discretion of the proxies or their substitutes.

VOTING BY TELEPHONE OR THE INTERNET

You may vote your shares by telephone or through a website established for
that purpose by following the instructions that appear on the proxy card
accompanying this Proxy Statement.

QUORUM REQUIREMENT AND ADJOURNMENT

A quorum of shareholders is necessary to hold a valid meeting. A quorum
will exist for Proposal 1 for a particular Trust if shareholders entitled to
vote one-third of the issued and outstanding shares of such Trust on the Record
Date are present at the Special Meetings in person or by proxy. A quorum will
exist for Proposals 2 and 3 for a particular Fund if shareholders entitled to
vote one-third of the issued and outstanding shares of such Fund on the Record
Date are present at the Special Meetings in person or by proxy.

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 Meetings for purposes of establishing a quorum.

If a quorum is not present at a 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 by the
shareholders of a Trust is necessary to elect trustees of that Trust at a
Special Meeting, meaning that the trustee nominee with the most affirmative
votes for a particular slot is elected for that slot. In an uncontested election
for trustees, 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 with respect to AIM Real Estate Fund
requires the affirmative vote of a majority of the votes cast by shareholders of
AIM Real Estate Fund at its Special Meeting. Abstentions and broker non-votes
will not count as votes cast and will have no effect on the outcome of this
proposal.

PROPOSAL 3. Approval of Proposal 3 with respect to AIM Global Trends Fund
requires the affirmative vote of a majority of the votes cast by shareholders of
AIM Global Trends Fund at its Special Meeting. Abstentions and broker non-votes
will not count as votes cast and will have no effect on the outcome of this
proposal.

PROXY SOLICITATION

The Trusts have engaged the services of Georgeson Shareholder
Communications Inc. ("Solicitor") to assist in the solicitation of proxies for
the Special Meetings. Solicitor's costs are estimated to be approximately
$93,600. The Trusts expect to solicit proxies principally by mail, but the
Trusts or Solicitor may also solicit proxies by telephone, facsimile or personal
interview. The Trusts' officers will not receive any additional or special
compensation for any such solicitation. Each Fund will pay for its proportionate
share of the cost of soliciting proxies, the
5

printing and mailing of this Proxy Statement, the attached Notice of Special
Meetings of Shareholders, the enclosed proxy card, and any further solicitation.

OTHER MATTERS

Management does not know of any matters to be presented at the Special
Meetings other than those discussed in this Proxy Statement. If any other
matters properly come before the Special Meetings, 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 the applicable Trust
at the address set forth on the first page of this Proxy Statement. To be
considered for presentation at a meeting of shareholders, the applicable Trust
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 that you must follow if you want to propose
an individual for nomination as a trustee, please refer to the section of this
Proxy Statement entitled "Proposal 1 -- Committees of the Board -- Committee on
Directors/Trustees."

PROPOSAL 1 -- ELECTION OF TRUSTEES

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 1?

Proposal 1 applies to the shareholders of all Funds.

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 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 Board 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 TRUSTEES

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

NOMINEES FOR TRUSTEES

Each Trust's Committee on Directors/Trustees (which consists solely of
independent trustees) has approved the nomination of each of the 12 current
trustees, as set forth below, to serve as trustee until his or her successor is
elected and qualified. In addition, each Trust's Committee on Directors/Trustees
has approved the nomination of four new nominees, as set forth below, to serve
as trustee until his or her successor is elected and qualified. These four new
nominees were nominated to effect as a result of 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 trustee serves as a director or trustee of
the 17 registered investment companies comprising the AIM Funds. Each nominee
who is a current trustee oversees 86 portfolios that comprise the AIM Funds. The
business address of each nominee who is a current trustee 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 TRUSTEES

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

Frank S. Bayley -- 1939....... 2001(1) Of Counsel, law firm of Baker Badgley Funds, Inc.
1997(2) & McKenzie (registered
investment company)
Bruce L. Crockett -- 1944..... 1997(1) Chairman, Crockett Technology ACE Limited
2001(2) Associates (technology (insurance company);
consulting company) and Captaris, Inc.
Captaris, Inc. (unified (unified messaging
messaging provider) provider)
Albert R. Dowden -- 1941...... 2000(1) Director of a number of public Cortland Trust, Inc.
2001(2) and private business (Chairman)
corporations, including the (registered
Boss Group, Ltd. (private investment company);
investment and management) and Annuity and Life Re
Magellan Insurance Company; (Holdings), Ltd.
formerly, President, Chief (insurance company)
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(1) Formerly, Chairman, Mercantile None
2001(2) Mortgage Corp.; President and
Chief Operating Officer,
Mercantile-Safe Deposit &
Trust Co.; and President,
Mercantile Bankshares Corp.
Jack M. Fields -- 1952........ 1997(1) Chief Executive Officer, Administaff
2001(2) Twenty First Century Group,
Inc. (government affairs
company) and Texana Timber LP
Carl Frischling -- 1937....... 1997(1) Partner, law firm of Kramer Cortland Trust, Inc.
2001(2) Levin Naftalis & Frankel LLP (registered
investment company)
Prema Mathai-Davis -- 1950.... 1998(1) Formerly, Chief Executive None
2001(2) Officer, YWCA of the USA
Lewis F. Pennock -- 1942...... 1997(1) Partner, law firm of Pennock & None
2001(2) Cooper
Ruth H. Quigley -- 1935....... 2001(1) Retired None
1997(2)
Louis S. Sklar -- 1939........ 1997(1) Executive Vice President, None
2001(2) Development and Operations,
Hines Interests Limited
Partnership (real estate
development company)
</Table>

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(1) Denotes service as trustee of AIM Advisor Funds.

(2) Denotes service as trustee of AIM Series Trust.

NOMINEES WHO CURRENTLY ARE INTERESTED PERSONS

<Table>
<Caption>
NAME, YEAR OF BIRTH AND TRUSTEE PRINCIPAL OCCUPATION(S) DURING OTHER DIRECTORSHIP(S)
POSITION(S) HELD WITH THE TRUSTS SINCE PAST 5 YEARS HELD
- -------------------------------- ------- ------------------------------ ---------------------

Robert H. Graham(1) -- 1946.... 1997(2) Director and Chairman, A I M None
Chairman and President 1998(3) 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
Mark H. Williamson(4) -- 1951... 2003(5) Director, President and Chief Director of each of
Executive Vice President Executive Officer, A I M the ten 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>

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

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

(2) Denotes service as trustee of AIM Advisor Funds.

(3) Denotes service as trustee of AIM Series Trust.

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

(5) Denotes service as trustee of both AIM Advisor Funds and AIM Series Trust.

NEW NOMINEES WHO WILL BE INDEPENDENT TRUSTEES

<Table>
<Caption>
PRINCIPAL OCCUPATION(S) DURING
NAME AND YEAR OF BIRTH 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,
Policy Studies, Inc. and Van
Gilder Insurance Corporation;
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,
Services, San Diego, Inc., Hampdon, New Hampshire
California (1987-present); (1996-present), Wheelabrator
formerly, Associate Justice of Technologies, Inc. (waste
the California Court of management company), Fisher
Appeals; and Of Counsel, law Scientific, Inc., Henley
firm of Latham & Watkins, San Manufacturing, Inc.
Diego, California (1987-1997). (laboratory supplies), and
California Coastal
Properties, Inc.
Larry Soll, Ph.D. -- 1942...... Retired; formerly, Chairman of Synergen Inc. (biotechnology
the Board (1987-1994), Chief company)(since incorporation
Executive Officer (1982-1989 in 1982) and Isis
and 1993-1994) and President Pharmaceuticals, Inc.
(1982-1989) of Synergen Inc.
(biotechnology company); and
formerly, Trustee of INVESCO
Global Health Sciences Fund.
</Table>

THE BOARDS' RECOMMENDATION ON PROPOSAL 1

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

COMMITTEES OF THE BOARDS

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

Audit Committee

Each Audit Committee is comprised entirely of independent trustees. The
current members of each Audit Committee are Messrs. Frank S. Bayley, 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. Each Audit Committee is responsible for: (i) the appointment,
compensation and oversight of any independent auditors employed by each Fund
(including resolution of disagreements between each Fund's 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 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.

Committee on Directors/Trustees

Each Committee on Directors/Trustees is comprised entirely of independent
trustees. The current members of each Committee on Directors/ Trustees are
Messrs. Bayley, Crockett (Chair), Dowden, Dunn, Fields (Vice Chair), Pennock and
Sklar, Dr. Mathai-Davis and Miss Quigley. Each Committee on Directors/Trustees
is responsible for: (i) nominating persons who are not interested persons of a
Trust 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 trustees;
(ii) nominating persons who are not interested persons of a Trust 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 trustees 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 trustees and approving
the compensation paid to independent legal counsel;
11

and (vi) approving the compensation paid to independent counsel and other
advisers, if any, to the Audit Committee of a Trust.

Each Committee on Directors/Trustees will consider nominees recommended by
a shareholder to serve as trustees, 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 trustees 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 each Trust's bylaws require that any
shareholder of a Fund desiring to nominate a trustee for election at a
shareholder meeting must submit to the applicable Trust's Secretary 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 trustee all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of trustees 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 trustee 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 the Trust's books, and of such beneficial owner; and (b) the number of
shares of each series portfolio of a Trust which are owned of record or
beneficially by such shareholder and such beneficial owner.

Investments Committee

The current members of each Trust's Investments Committee are Messrs.
Bayley, Crockett, Dowden, Dunn, Fields, Carl Frischling, Pennock and Sklar
(Chair), Dr. Mathai-Davis (Vice Chair) and Miss Quigley. Each 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 each Trust's Valuation Committee are Messrs. Dunn
and Pennock (Chair), and Miss Quigley (Vice Chair). Each Valuation Committee is
responsible for: (i) periodically reviewing AIM's Procedures for Valuing
Securities ("Procedures"), and making any recommendations
12

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

The following table sets forth information regarding the number of meetings
held by each Board and each committee of each Board for each Trust's most
recently completed fiscal year. All of the current trustees then serving
attended at least 75% of the meetings of each Board or applicable committee held
during the most recent fiscal year.

<Table>
<Caption>
AUDIT COMMITTEE ON INVESTMENTS VALUATION
BOARD COMMITTEE DIRECTORS/ TRUSTEES COMMITTEE COMMITTEE
-------- --------- ------------------- ----------- ---------

AIM Advisor Funds(1) thirteen six five four one
AIM Series Trust(2) ten seven five four one
</Table>

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

(1) Information disclosed is for the fiscal year ended July 31, 2003.

(2) Information disclosed is for the fiscal year ended December 31, 2002.

TRUSTEE'S COMPENSATION

Each trustee who is not affiliated with AIM is compensated for his or her
services according to a fee schedule which recognizes the fact that such trustee
also serves as a director or trustee of other AIM Funds. Each such trustee
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 trustee of the
Trusts who was not affiliated with AIM during the year ended December 31, 2002
is found in Exhibit B.

RETIREMENT PLAN FOR TRUSTEES

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

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

Annual retirement benefits are available to each non-AIM-affiliated trustee
of the Trusts and/or the other AIM Funds (each, a "Covered Fund") who has at
least five years of credited service as a trustee (including service to a
predecessor fund) for a Covered Fund. The retirement benefits will equal 75% of
the trustee's annual retainer paid or accrued by any Covered Fund to such
trustee 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 trustee. 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 trustee'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 trustee's retirement benefits for the
same length of time that the trustee would have received the benefits based on
his or her service. A trustee must have attained the age of 65 (55 in the event
of death or disability) to receive any retirement benefit. Payment of benefits
under the plan is not secured or funded by the Trusts.

DEFERRED COMPENSATION AGREEMENTS

Messrs. Dunn, Fields, Frischling and Sklar and Dr. Mathai-Davis (the
"Deferring Trustees") have each executed a Deferred Compensation Agreement
(collectively, the "Compensation Agreements"). Pursuant to the Compensation
Agreements, the Deferring Trustees have the option to elect to defer receipt of
up to 100% of their compensation payable by the Trusts, and such amounts are
placed into a deferral account. Currently, the Deferring Trustees 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
Trustees' 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. Each Board, in its sole discretion, may accelerate or extend the
distribution of such deferral accounts after the Deferring Trustee's retirement
benefits commence under the plan. Each Board, in its sole discretion, also may
accelerate or extend the distribution of such deferral accounts after the
Deferring Trustee's termination of service as a trustee of a Trust. If a
Deferring Trustee 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 Agree-
14

ments are not funded and, with respect to the payments of amounts held in the
deferral accounts, the Deferring Trustees have the status of unsecured creditors
of the Trusts and of each other AIM Fund from which they are deferring
compensation.

PROPOSAL 2 -- APPROVAL OF THE AAF PLAN
TO RESTRUCTURE EACH SERIES PORTFOLIO OF
AIM ADVISOR FUNDS AS A NEW SERIES PORTFOLIO OF
AIM INVESTMENT SECURITIES FUNDS

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 2?

Proposal 2 applies only to the shareholders of AIM Real Estate Fund.

BACKGROUND

AIM Advisor Funds ("AAF"), a Delaware statutory trust, currently is
comprised of two series portfolios: AIM International Core Equity Fund and AIM
Real Estate Fund. AMVESCAP has identified these two series portfolios as
appropriate to be restructured as new series portfolios of AIM Investment
Securities Funds, an existing open-end management investment company organized
as a statutory trust under the Delaware Statutory Trust Act ("AIS").

AAF's Board of Trustees (the "AAF Board") has approved the AAF Plan, which
provides for a series of transactions to restructure each of AIM International
Core Equity Fund and AIM Real Estate Fund (each, a "Current Fund") as a
corresponding series (a "New Fund") of AIS. Under the AAF 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 of the Current Fund's liabilities (collectively, the
"AAF Restructuring"). A form of the AAF Plan relating to the proposed AAF
Restructuring is set forth in Appendix I.

Approval of the AAF Plan with respect to each Current Fund requires the
affirmative vote of a majority of the votes cast by the shareholders of that
Current Fund on Proposal 2. The Board is soliciting the proxies of the
shareholders of AIM Real Estate Fund to vote on the AAF Plan with this Proxy
Statement. The Board is soliciting the proxies of the shareholders of AIM
International Core Equity Fund to vote on the AAF Plan with a separate proxy
statement.

REASONS FOR THE PROPOSED AAF RESTRUCTURING

The AAF Restructuring is being proposed to simplify the organizational
structure and reduce the costs of the AIM Funds. The operations of each New Fund
following the AAF Restructuring will be substantially similar to those of its

predecessor Current Fund. Restructuring each Current Fund as a New Fund of AIS
will have the effect of consolidating the record-keeping, accounting, financial
reporting and securities law compliance in a single investment company, which
will in turn create greater operating efficiencies for the AIM Funds. AIS, like
AAF, operates as an open-end management investment company registered with the
SEC under the 1940 Act.

WHAT THE PROPOSED AAF RESTRUCTURING WILL INVOLVE

To accomplish the AAF Restructuring, each New Fund has been established as
a series portfolio of AIS. 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 classes of shares of the New
Fund equal to the number of full and fractional shares of beneficial interest 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 AAF
Restructuring, 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 AAF Restructuring, each
Current Fund will be terminated as a designated series of AAF and AAF will be
terminated as a Delaware statutory trust.

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

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

- Approve with respect to each New Fund a new investment advisory agreement
with AIM that will be substantially identical to AAF's existing
investment advisory agreement with AIM.

- Approve with respect to AIM International Core Equity Fund a new sub-
advisory agreement between AIM and INVESCO Global Asset Management
(N.A.), Inc. that will be substantially identical to the existing sub-

advisory agreement between AIM and INVESCO Global Asset Management
(N.A.), Inc.

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

- 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.

- 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.

- 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.

- Ratify the selection of Ernst & Young LLP, the accountants for each
Current Fund, as the independent public accountants for each New Fund.

- 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.

AIS'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 AAF's transfer agent for each shareholder of the Current Funds. Shares held
in Current Fund accounts will automatically be designated as shares of the New
Funds. Certificates for Current Fund shares issued before the AAF Restructuring
will represent shares of the corresponding New Fund after the AAF Restructuring.
Shareholders of the New Funds will not have the right to demand or require AIS
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 AAF Restructuring.

Assuming your approval of Proposal 2, AAF currently contemplates that the
AAF Restructuring will be consummated on October 29, 2003.

THE FEDERAL INCOME TAX CONSEQUENCES OF THE AAF RESTRUCTURING

AAF and AIS will receive an opinion of Ballard Spahr Andrews & Ingersoll,
LLP to the effect that the AAF Restructuring 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 AAF Restructuring. Shareholders of the Current Funds should
consult their tax advisers regarding the effect, if any, of the AAF
Restructuring in light of their individual circumstances and as to state and
local consequences, if any, of the AAF Restructuring.

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 AAF Restructuring.

AIS COMPARED TO AAF

General

AIS and AAF are both Delaware statutory trusts. The operations of AIS and
AAF, as Delaware statutory trusts, are governed by the terms of their respective
Declarations of Trust, Amended and Restated Bylaws and applicable Delaware law.

Structure of AIS

AIS is an existing statutory trust 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. AIS has established new series portfolios
corresponding to and having identical designations as the series portfolios of
AAF. AIS 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. AIS's fiscal year is the same
as that of AAF. No New Fund will have any operations prior to the AAF
Restructuring. Initially, AAF will be the sole shareholder of each New Fund.

As a Delaware statutory trust, AIS's operations are governed by its Amended
and Restated Agreement and Declaration of Trust, as amended (the "AIS
Declaration"), Amended and Restated Bylaws and applicable Delaware law. Certain
issues relating to the form of organization of both AIS and AAF are summarized
below. The operations of AIS will continue to be subject to the provisions of
the 1940 Act and the rules and regulations thereunder.

Trustees and Officers of AIS

Subject to the provisions of the AIS Declaration, the business of AIS 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 AIS and AAF are identical to one another.

Certain of the current officers of AAF currently serve as officers of AIS
and those current officers of AAF will perform the same functions on behalf of
the New Funds and AIS following the AAF Restructuring that they now perform on
behalf of AIM Real Estate Fund and AAF.

Shares of AIS

The beneficial interests in the New Funds will be represented by
transferable shares, par value $0.01 per share. Shareholders do not have the
right to demand or require AIS to issue share certificates. The trustees have
the power under the AIS Declaration to establish new series and classes of
shares. The AIS Declaration permits the trustees to issue an unlimited number of
shares of each class and series.

AIM Real Estate Fund currently has the classes of shares set forth in
Exhibit A. AIS 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

incurring financial loss beyond his or her investment due to shareholder
liability is limited to circumstances in which AAF and AIS, 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
AAF and AIS, the possibility of AAF and AIS, as applicable, being unable to meet
their obligations is considered remote, and even if a claim were brought against
AAF or AIS, and a court determined that shareholders were personally liable, it
would likely not impose a material obligation on a shareholder.

Election of Trustees; Terms

The shareholders of each of AAF and AIS have elected a majority of the
trustees of AAF and AIS respectively. Such trustees serve for the life of AAF
and AIS, subject to their earlier death, incapacitation, resignation, retirement
or removal (see below). In the case of any vacancy on the AAF Board or the AIS's
Board of Trustees (the "AIS Board" and together with the AAF Board, the "Boards
of Trustees"), a majority of the trustees may appoint a successor to fill such
vacancy. The right of the Boards of Trustees to appoint trustees to fill
vacancies without shareholder approval is subject to the provisions of the 1940
Act.

Removal of Trustees

A trustee of AAF and AIS 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 AAF and AIS, respectively.

Meetings of Shareholders

AAF and AIS are not required to hold annual meetings of shareholders unless
required by the 1940 Act and do not intend to do so. The bylaws of each of AAF
and AIS 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 AAF and AIS, as applicable.
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 Trustees and Officers; Indemnification

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 Declarations of
Trust provide for the indemnification of their respective 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 such 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.

Termination

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

Voting Rights of Shareholders

The Declarations of Trust grant 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 such 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 such trust or
one of its investment portfolios; (v) merger or consolidation of such trust or
any of its investment portfolios, with certain exceptions; (vi) approval of any
amendments to shareholders' voting rights under such Declarations 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

Neither Delaware law nor the Declarations of Trust confer upon shareholders
rights of appraisal or dissenters' rights.

Amendments to Organization Documents

Consistent with Delaware law, the Boards of Trustees may, without
shareholder approval, amend their respective Declarations of Trust at any time,
except to eliminate any voting rights pertaining to the shares of such trust,
without approval of the majority of the shares of such trust. The trustees shall
have the power to alter, amend or repeal the bylaws of such trust or adopt new
bylaws at any time.

The foregoing discussion is only a summary of certain of the issues
relating to the form of organization of both AIS and AAF. Shareholders should
refer to the provisions of the governing documents of AIS and AAF documents and
state law directly for more details. Copies of the Declarations of Trust and the
Amended and Restated Bylaws of AAF and AIS are available to shareholders without
charge upon written request to AAF.

THE BOARD'S RECOMMENDATION ON PROPOSAL 2

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

PROPOSAL 3 -- APPROVAL OF THE AST PLAN
TO RESTRUCTURE THE SOLE SERIES PORTFOLIO OF
AIM SERIES TRUST AS A NEW SERIES PORTFOLIO OF
AIM GROWTH SERIES

WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 3?

Proposal 3 applies only to the shareholders of AIM Global Trends Fund.

BACKGROUND

AIM Series Trust ("AST"), a Delaware statutory trust, currently is
comprised of one series portfolio: AIM Global Trends Fund. AMVESCAP has
identified this series portfolio as appropriate to be restructured as a new
series portfolio of AIM Growth Series, an existing open-end management
investment company organized as a statutory trust under the Delaware Statutory
Trust Act ("AGS").

AST's Board of Trustees (the "AST Board") has approved the AST Plan, which
provides for a series of transactions to restructure AIM Global Trends Fund (the
"Current Fund") as a corresponding series (the "New Fund") of AGS. Under the AST
Plan, the Current Fund will transfer all of its assets to the 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
"AST Restructuring"). A form of the AST Plan relating to the proposed AST
Restructuring is set forth in Appendix I.

Approval of the AST Plan requires the affirmative vote of a majority of the
votes cast by the shareholders of the Current Fund on Proposal 3.

REASONS FOR THE PROPOSED AST RESTRUCTURING

The AST Restructuring is being proposed to simplify the organizational
structure and reduce the costs of the AIM Funds. The operations of the New Fund
following the AST Restructuring will be substantially similar to those of

the predecessor Current Fund. Restructuring the Current Fund as a New Fund of
AGS will have the effect of consolidating the record-keeping, accounting,
financial reporting and securities law compliance in a single investment
company, which will in turn create greater operating efficiencies for the AIM
Funds. AGS, like AST, operates as an open-end management investment company
registered with the SEC under the 1940 Act.

WHAT THE PROPOSED AST RESTRUCTURING WILL INVOLVE

To accomplish the AST Restructuring, the New Fund has been established as a
series portfolio of AGS. On the closing date, the Current Fund will transfer all
of its assets to the corresponding classes of the New Fund in exchange solely
for a number of full and fractional classes of shares of the New Fund equal to
the number of full and fractional shares of beneficial interest of the
corresponding classes of the Current Fund then outstanding and the New Fund's
assumption of the Current Fund's liabilities. Immediately thereafter, the
Current Fund will distribute those New Fund shares to its shareholders in
complete liquidation of the Current Fund. Upon completion of the AST
Restructuring, each shareholder of the Current Fund will be the owner of full
and fractional shares of the 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 AST Restructuring, the Current Fund will be
terminated as a designated series of AST and AST will be terminated as a
Delaware statutory trust.

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

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

- Approve with respect to the New Fund a new investment advisory agreement
with AIM that will be substantially identical to AST's existing
investment advisory agreement with AIM.

- Approve with respect to the New Fund a new administrative services
agreement with AIM that will be substantially identical to AST's existing
administrative services agreement with AIM.

- Approve with respect to the New Fund a distribution agreement with AIM
Distributors. The proposed distribution agreement will provide for
23

substantially identical distribution services as currently provided to
the Current Fund by AIM Distributors.

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

- Approve with respect to the 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 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 Current Fund.

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

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

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

Assuming your approval of Proposal 3, AST currently contemplates that the
AST Restructuring will be consummated on November 4, 2003.

THE FEDERAL INCOME TAX CONSEQUENCES OF THE AST RESTRUCTURING

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

APPRAISAL RIGHTS

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

AGS COMPARED TO AST

General

AGS and AST are both Delaware statutory trusts. The operations of AGS and
AST, as Delaware statutory trusts, are governed by the terms of their respective
Declarations of Trust, Amended and Restated Bylaws and applicable Delaware law.

Structure of AGS

AGS is an existing statutory trust 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. AGS has established a new series portfolio
corresponding to and having identical designations as the series portfolio of
AST. AGS has also established classes with respect to the New Fund corresponding
to and having identical designations as the classes of the Current Fund. The New
Fund will have the same investment objectives, policies, and restrictions as the
predecessor Current Fund. AGS's fiscal year is the same as that of AST. The New
Fund will not have any operations prior to the AST Restructuring. Initially, AST
will be the sole shareholder of the New Fund.

As a Delaware statutory trust, AGS's operations are governed by its Amended
and Restated Agreement and Declaration of Trust, as amended (the "AGS
Declaration"), Amended and Restated Bylaws and applicable Delaware law. Certain
issues relating to the form of organization of both AGS and AST are summarized
below. The operations of AGS will continue to be subject to the provisions of
the 1940 Act and the rules and regulations thereunder.

Trustees and Officers of AGS

Subject to the provisions of the AGS Declaration, the business of AGS 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 AGS and AST are identical to one another.

All of the current officers of AST currently serve as officers of AGS and
those current officers of AST will perform the same functions on behalf of the
New Fund and AGS following the AST Restructuring that they now perform on behalf
of AIM Global Trends Fund and AST.

Shares of AGS

The beneficial interests in the New Fund will be represented by
transferable shares, par value $0.01 per share. Shareholders do not have the
right to demand or require AGS to issue share certificates. The trustees have
the power under the AGS Declaration to establish new series and classes of
shares. The AGS Declaration permits the trustees to issue an unlimited number of
shares of each class and series.

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

Liability of Shareholders

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 AGS Declaration and AST's Amended and Restated Agreement and
Declaration of Trust, as amended (the "AST Declaration" and together with the
AGS Declaration, the "Declarations of Trust") provide that shareholders of AST
and AGS, as applicable, shall not be subject to any personal liability for acts
or obligations of AST and AGS and that every written agreement, obligation or
other undertaking made or issued by AST and AGS, shall contain a provision to
the effect that shareholders are not personally liable thereunder. In addition,
the Declarations of Trust provide for indemnification out of the property of AST
and AGS, as applicable, 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 AST and AGS, 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 AST and AGS, the possibility of AST and AGS, as applicable,
being unable to meet their obligations is considered remote, and even if a claim
were brought against AST or AGS, and a court determined that shareholders were
personally liable, it would likely not impose a material obligation on a
shareholder.

Election of Trustees; Terms

The shareholders of each of AST and AGS have elected a majority of the
trustees of AST and AGS respectively. Such trustees serve for the life of AST
26

and AGS, subject to their earlier death, incapacitation, resignation, retirement
or removal (see below). In the case of any vacancy on the AST Board or AGS's
Board of Trustees (the "AGS Board" and together with the AST Board, the "Boards
of Trustees"), a majority of the trustees may appoint a successor to fill such
vacancy. The right of the Boards of Trustees to appoint trustees to fill
vacancies without shareholder approval is subject to the provisions of the 1940
Act.

Removal of Trustees

A trustee of AST and AGS 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 AST and AGS, respectively.

Meetings of Shareholders

AST and AGS are not required to hold annual meetings of shareholders unless
required by the 1940 Act and do not intend to do so. The bylaws of each of AST
and AGS 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 AST and AGS, as applicable.
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 Trustees and Officers; Indemnification

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
Declarations of Trust, the trustees and officers of AST and AGS 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 Declarations of Trust provide for the indemnification of
their respective 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 such 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.

Termination

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

Voting Rights of Shareholders

The Declarations of Trust grant 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 such 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 such trust or
one of its investment portfolios; (v) merger or consolidation of such trust or
any of its investment portfolios, with certain exceptions; (vi) approval of any
amendments to shareholders' voting rights under such Declarations 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

Neither Delaware law nor the Declarations of Trust confer upon shareholders
rights of appraisal or dissenters' rights.

Amendments to Organization Documents

The foregoing discussion above is only a summary of certain of the issues
relating to the form of organization of both AST and AGS. Shareholders should
refer to the provisions of the governing documents of AST and AGS and state law
directly for more details. Copies of the Declarations of Trust and the Amended
and Restated Bylaws of AST and AGS are available to shareholders without charge
upon written request to AST.

THE BOARD'S RECOMMENDATION ON PROPOSAL 3

Your Board, including the independent trustees, unanimously recommends that
you vote "FOR" this Proposal.
28

INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee of the AAF Board has appointed Ernst & Young LLP
("E&Y") as such Trust's independent public accountants for the fiscal year
ending July 31, 2004. The Audit Committee of the AST Board has appointed
PricewaterhouseCoopers LLP ("PwC") as such Trust's independent public
accountants for the 2003 fiscal year ending December 31, 2003.

Representatives of E&Y and PwC are expected to be available at the Special
Meetings and to have the opportunity to make a statement and respond to
appropriate questions from the shareholders.

The Audit Committees of the AAF Board and the AST Board have considered
whether the provision of the services below is compatible with maintaining the
independence of E&Y and PwC, respectively.

FEES PAID TO E&Y RELATED TO AIM ADVISOR FUNDS (FOR 2002 FISCAL YEAR)

E&Y billed AIM Advisor Funds (consisting of two series portfolios)
aggregate fees for professional services rendered for the 2002 fiscal year as
follows:

<Table>
<Caption>
FINANCIAL
INFORMATION SYSTEMS
DESIGN AND ALL OTHER
TRUST AND FISCAL YEAR END AUDIT FEES IMPLEMENTATION FEES FEES* TOTAL FEES
- ------------------------- ---------- ------------------- --------- ----------

AIM Advisor Funds (7/31/02)..... $33,394 $0 $4,746 $38,140
</Table>

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

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

FEES PAID TO E&Y NOT RELATED TO AIM ADVISOR FUNDS (FOR 2002 FISCAL YEAR)

E&Y billed AIM aggregate fees for professional services rendered for the
2002 fiscal year to AIM, or any affiliate that provided services to AIM Advisor
Funds, as follows:

<Table>
<Caption>
FINANCIAL
INFORMATION SYSTEMS
DESIGN AND ALL OTHER
TRUST AND FISCAL YEAR END IMPLEMENTATION FEES FEES** TOTAL FEES
- ------------------------- ------------------- --------- ----------

AIM Advisor Funds (7/31/02).............. $0 $39,340 $39,340
</Table>

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

** As required by SEC rules, All Other Fees includes amounts paid to E&Y by the
Funds' advisor and other related entities that provide support for the
operations of AIM Advisor Funds. All Other Fees include services related to
tax services and research on accounting consultations. The services performed
for the Funds' advisor and related entities benefit many legal entities of
AIM, including many sister funds within the investment company complex.

FEES PAID TO PWC RELATED TO AIM SERIES TRUST (FOR 2002 FISCAL YEAR)

PwC billed AIM Series Trust (consisting of one series portfolio) aggregate
fees for professional services rendered for the 2002 fiscal year, as follows:

AIM Series Trust (12/31/02)..... $27,420 $0 $4,438 $31,858
</Table>

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

* All Other Fees Includes fees billed for all other non-audit services,
including fees for tax-related services rendered to AIM Series Trust.

FEES PAID TO PWC NOT RELATED TO AIM SERIES TRUST (FOR 2002 FISCAL YEAR)

PwC billed AIM aggregate fees for professional services rendered for the
2002 fiscal year to AIM, or any affiliate that provided services to AIM Series
Trust, as follows:

AIM Series Trust (12/31/02).............. $0 $346,364 $346,364
</Table>

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

** As required by SEC rules, All Other Fees includes amounts paid to PwC by the
Fund's advisor and other related entities that provide support for the
operations of AIM Series Trust. 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 THE TRUSTS

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

SECURITY OWNERSHIP OF MANAGEMENT

Information regarding the ownership of each class of each Fund's shares by
the trustees, nominees, and current executive officers of the Trusts 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 the Trusts owned 5% or more of any class of
the outstanding shares of each Fund can be found in Exhibit E.

TRUSTEE OWNERSHIP OF FUND SHARES

The dollar range of equity securities beneficially owned by each trustee
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 trustee and
nominee within the AIM Funds complex can be found in Exhibit F.

APPENDIX I

[NAME OF AIM FUND]

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement"), dated as of July
30, 2003, by and between [name of current AIM Fund], a Delaware statutory trust
("AAF"), 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
[name of Delaware statutory trust], 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

AAF 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. AAF currently publicly offers shares of
beneficial interest representing interests in two separate series portfolios.
Each of these two series portfolios is listed on Schedule A and is referred to
in this Agreement as a "Current Fund."

The Board of Trustees of AAF has designated multiple classes of shares of
beneficial interest 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 Board of Trustees of AAF has determined that it would be in the best
interests of the shareholders of the Current Funds for the Current Funds to
reorganize as investment portfolios of the Trust. In anticipation of such
reorganization, the Board of Trustees of the Trust has established two
additional series portfolios corresponding to 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.

AP-1

The Reorganization of either Current Fund is not dependent upon the
consummation of the Reorganization of the other Current Fund, so that the
Reorganization of a Current Fund may be consummated even if the Reorganization
of the other Current Fund is not 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.

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
AAF, 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 two series portfolios of AAF as
shown on Schedule A.

1.5 "Current Fund Class" shall mean each class of shares of beneficial
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.

AP-2

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 two series portfolios of the Trust,
one of which shall correspond to one of the Current Funds as shown on Schedule
A.

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 AAF 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.

AP-3

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 $10.00 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 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 AAF shall be terminated.

2.4 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.

2.5 Any reporting responsibility of AAF 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 AAF on October 29,
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 AAF'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 AAF 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. AAF 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
correspond-
AP-4

ing 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.

3.3 AAF 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 AAF'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 AAF
evidencing the New Fund Shares to be credited to each corresponding Current Fund
at the Effective Time or provide evidence satisfactory to AAF 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 AAF 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 AAF represents and warrants on its own behalf and on behalf of each
Current Fund as follows:

(a) AAF 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) AAF 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;

AP-5

(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 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 AAF nor any person related to AAF (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
AAF'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. AAF 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, AAF 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;

AP-6

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

(i) AAF 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 with
respect to a particular Current Fund shall have been duly authorized by all
necessary action by that Current Fund'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 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) The Trust is duly registered as an open-end management investment
company under the 1940 Act. At the Effective Time, the New Fund Shares to
be issued pursuant to Section 2.1 of this Agreement shall be duly
registered under the Securities Act of 1933 by a Registration Statement
filed with the SEC;

AP-7

(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;

(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.

AP-8

4.3 Each of AAF 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 (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, AAF shall
call a meeting of the shareholders of the Current Funds (the "Shareholders
Meeting") to consider and act on this Agreement and, in connection therewith,
the sale of each Current Fund's assets and the termination of each Current Fund
as a designated series of AAF. The Board of Trustees of AAF shall recommend that
shareholders approve this Agreement and, in connection therewith, the sale of
each Current Fund's assets and the termination of each Current Fund as a
designated series of AAF. Approval of this Agreement by the shareholders of a
Current Fund will authorize AAF, and AAF hereby agrees, to vote on the matters
referred to in Sections 5.2 and 5.3 for the corresponding New Fund.

AP-9

5.2 Prior to the Closing, AAF shall acquire one New Fund Share in each New
Fund Class of each New Fund for the purpose of enabling AAF to elect AAF's
trustees 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 AAF as the sole shareholder of each New Fund.

5.4 AAF or the Trust, as appropriate, shall file with the SEC one or more
post-effective amendments to the Trust's Registration Statement on Form N-lA
under the Securities Act of 1933, as amended, and the 1940 Act, as amended (the
"Registration Statement"), which (i) will contain such amendments to such
Registration Statement as are determined by the Trust to be necessary and
appropriate to effect the Reorganization and (ii) will register the New Fund
Shares to be issued pursuant to Section 2.1 of this Agreement, and shall use its
best efforts to have such post-effective amendment or amendments to the
Registration Statement become effective prior to the Closing.

6. CONDITIONS PRECEDENT.

The obligations of AAF, 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 that Current Fund shall have approved this
Agreement and the transactions contemplated by this Agreement in accordance with
applicable law.

AP-10

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 AAF 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 AAF or
the Trust may for itself waive any of such conditions.

6.3 Each of AAF 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 AAF 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;

(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
AP-11

(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 trustees of either
AAF 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 with respect to a Current Fund by the shareholders
of that Current Fund, 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.

10. TERMINATION.

This Agreement may be terminated with respect to a Current Fund at any time
at or prior to the Effective Time, whether before or after approval by the
shareholders of that Current Fund:

10.1 By either AAF 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
AP-12

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 AAF 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-13

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.

<Table>

Attest: [NAME OF CURRENT AIM FUND], on behalf of
each of its series listed in Schedule A
- --------------------------------------- By:
--------------------------------------
Title:--------------------------------

Attest: [NAME OF DELAWARE STATUTORY TRUST], on
behalf of each of its series listed in
Schedule A
- ---------------------------------------
By:
--------------------------------------
Title:--------------------------------
</Table>

AP-14

SCHEDULE A

<Table>
<Caption>
SERIES OF [CURRENT AIM FUND] CORRESPONDING SERIES OF [DELAWARE STATUTORY
(EACH A "CURRENT FUND") TRUST] (EACH A "NEW FUND")
- ---------------------------- -------------------------------------------

[TO BE ADDED]...................... [TO BE ADDED]
</Table>

AP-15

SCHEDULE B

<Table>
<Caption>
CLASSES OF EACH CURRENT FUND CORRESPONDING CLASSES OF EACH NEW FUND
- ---------------------------- --------------------------------------

[TO BE ADDED]...................... [TO BE ADDED]
</Table>

AP-16

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 II Fund into AIM Premier Equity Fund

AP-17

EXHIBIT A

SHARES OF AIM ADVISOR FUNDS
OUTSTANDING ON JULY 25, 2003

<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) JULY 25, 2003
- -------------------- ----------------

AIM International Core Equity Fund
Class A............................................ 4,413,595.36
Class B............................................ 1,579,145.44
Class C............................................ 3,044,527.78
Class R............................................ 59,490.83
AIM Real Estate Fund.................................
Class A............................................ 9,896,116.06
Class B............................................ 6,982,035.91
Class C............................................ 3,672,614.57
</Table>

SHARES OF AIM SERIES TRUST
OUTSTANDING ON JULY 25, 2003

<Table>
<Caption>
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) JULY 25, 2003
- -------------------- ----------------

AIM Global Trends Fund
Class A........................................... 7,271,818.67
Class B........................................... 4,879,020.22
Class C........................................... 562,641.67
</Table>

A-1

EXHIBIT B

TRUSTEE COMPENSATION TABLE

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

<Table>
<Caption>
AGGREGATE
COMPENSATION
FROM TRUST(1)
---------------- RETIREMENT ESTIMATED TOTAL
AIM AIM BENEFITS ANNUAL BENEFITS COMPENSATION
ADVISOR SERIES ACCRUED BY ALL UPON FROM ALL
NAME OF TRUSTEE FUNDS TRUST AIM FUNDS(2) RETIREMENT(3) AIM FUNDS(4)
- --------------- ------- ------ -------------- --------------- ------------

Frank S. Bayley............... $1,491 $940 $142,800 $90,000 $150,000
Bruce L. Crockett............. 1,904 933 50,132 90,000 149,000
Owen Daly II(5)............... 840 -0- 40,045 75,000 -0-
Albert R. Dowden.............. 1,904 940 57,955 90,000 150,000
Edward K. Dunn, Jr............ 1,904 933 94,149 90,000 149,000
Jack M. Fields................ 1.897 940 29,153 90,000 153,000
Carl Frischling(6)............ 1,897 940 74,511 90,000 150,000
Prema Mathai-Davis............ 1,904 940 33,931 90,000 150,000
Lewis F. Pennock.............. 1,953 965 54,802 90,000 154,000
Ruth H. Quigley............... 1,498 940 142,502 90,000 153,000
Louis S. Sklar................ 1,953 959 78,500 90,000 153,000
</Table>

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

(1) Amounts shown for AIM Advisor Funds are based on the fiscal year ended July
31, 2002. The total amount of compensation deferred by all trustees of AIM
Advisor Funds, during the fiscal year ended July 31, 2002, including
earnings, was $10,027. The total amount of compensation deferred by all
trustees of AIM Series Trust during the fiscal year ended December 31, 2002,
including earnings, was $4,014.

(2) During the fiscal year ended July 31, 2002, the total amount of expenses
allocated to AIM Advisor Funds in respect of such retirement benefits was
$219. During the fiscal year ended December 31, 2002, the total amount of
expenses allocated to AIM Series Trust in respect of such retirement
benefits was $560.

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

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

(5) Mr. Daly was a trustee until December 31, 2001, when he retired.

(6) During the fiscal year ended July 31, 2002, AIM Advisor Funds paid $6,079 in
legal fees to Kramer Levin Naftalis & Frankel LLP ("Kramer Levin") for
services rendered by such firm as counsel to the independent trustees of
such Trust. During the fiscal year ended December 31, 2002, AIM Series Trust
paid $2,925 in legal fees to Kramer Levin for services rendered by such firm
as counsel to the independent trustees of such Trust. Mr. Frischling is a
partner of Kramer Levin.

B-1

EXHIBIT C

OFFICERS OF TRUSTS

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

<Table>
<Caption>
NAME, YEAR OF BIRTH AND OFFICER
POSITION(S) HELD WITH TRUST SINCE PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- --------------------------- ------- -------------------------------------------

Robert H. Graham -- 1946....... 1997* Director and Chairman, A I M Management
Chairman and President 1998** 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

Mark H. Williamson -- 1951..... 2003*** Director, President and Chief Executive
Executive Vice President Officer, A I M 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>

C-1

Kevin M. Carome -- 1956........ 2003*** Director, Senior Vice President and General
Senior Vice President Counsel, A I M 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; formerly,
Senior Vice President and General Counsel,
Liberty Financial Companies, Inc.; and
Senior Vice President and General Counsel,
Liberty Funds Group, LLC

Gary T. Crum -- 1947........... 1997* Director, Chairman and Director of
Senior Vice President 1998** Investments, A I M Capital 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........ 1997* Managing Director and Chief Fixed Income
Vice President Officer, A I M Capital Management, Inc. and
Vice President, A I M Advisors, Inc.

Stuart W. Coco -- 1955......... 1997* Managing Director and Chief Research
Vice President 2002** Officer -- Fixed Income, A I M Capital
Management, Inc.; and Vice President, A I M
Advisors, Inc.

Melville B. Cox -- 1943........ 1997* Vice President and Chief Compliance
Vice President 1998** Officer, A I M Advisors, Inc. and A I M
Capital Management, Inc.; and Vice
President, A I M Fund Services, Inc.

Karen Dunn Kelley -- 1960...... 1997*** Managing Director and Chief Cash Management
Officer, A I M Capital Management, Inc.;
Director and President, Fund Management
Company; and Vice President, A I M
Advisors, Inc.

Edgar M. Larsen -- 1940........ 1999* Vice President, A I M Advisors, Inc.; and
Vice President 2002** President, Chief Executive Officer and
Chief Investment Officer, A I M Capital
Management, Inc.

Dana R. Sutton -- 1959......... 1997* Vice President and Fund Treasurer, A I M
Vice President and Treasurer 1998** Advisors, Inc.

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

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

* Denotes service as officer of AIM Advisor Funds.

** Denotes service as officer of AIM Series Trust.

*** Denotes service as officer of both AIM Advisor Funds and AIM Series Trust.

C-2

EXHIBIT D

SECURITY OWNERSHIP OF MANAGEMENT

To the best knowledge of the Trusts, 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 trustees,
nominees, and current executive officers of the Trusts. No information is given
as to a Fund or a class if a trustee, nominee or current executive officer held
no shares of any or all classes of such Fund as of July 25, 2003.

<Table>
<Caption>
SHARES OF THE FUNDS
NAME OF TRUSTEE/ OWNED BENEFICIALLY PERCENT OF
NOMINEE/OFFICER FUND (CLASS) AS OF JULY 25, 2003 CLASS
- ---------------- ------------ ------------------- ----------

Bruce L. Crockett.... AIM International Core Equity Fund 282.172(1) *
(Class A)
All trustees,
nominees, and
current executive
officers as a
group.............. AIM International Core Equity Fund 282.172 *
(Class A)
</Table>

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

* Less than 1% of the outstanding shares of the class.

(1) Certain of these shares may be attributed to shares credited to the
applicable trustee under the trustees' Deferred Compensation Agreements.

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 Trusts owned 5% or more of any
class of the outstanding shares of a Fund. A shareholder who owns beneficially
25% or more of the outstanding securities of a Fund is presumed to "control" the
Fund as defined in the 1940 Act. Such control may affect the voting rights of
other shareholders.

<Table>
<Caption>
NUMBER OF SHARES PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER FUND (CLASS) OWNED OF RECORD OWNED OF RECORD*
- -------------------------------- ------------ ---------------- ----------------

AIM GLOBAL TRENDS FUND
Citigroup Global Markets House Acct.... Class B 329,131.58 6.75%
Attn: Cindy Tempesta 7th Floor
333 West 34th St.
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith.... Class C 68,430.74 12.16%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Citigroup Global Markets House Acct.... Class C 28,244.29 5.02%
Attn: Cindy Tempesta 7th Floor
333 West 34th St.
New York, NY 10001-2402
AIM REAL ESTATE FUND
Charles Schwab & Co. Inc. ............. Class A 1,394,614.37 14.09%
Reinvestment Account
101 Montgomery St.
San Francisco, CA 94104-4122
Merrill Lynch Pierce Fenner & Smith.... Class C 403,655.05 10.99%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Citigroup Global Markets House Acct.... Class C 185,214.78 5.04%
Attn: Cindy Tempesta 7th Floor
333 West 34th St.
New York, NY 10001-2402
</Table>

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

* The Trusts have no knowledge of whether all or any portion of the shares owned
of record are also owned beneficially.

E-1

EXHIBIT F

TRUSTEE OWNERSHIP OF FUND SHARES

Set forth below is the dollar range of equity securities beneficially owned
by each trustee 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
trustee within the AIM Funds complex.

DOLLAR RANGE OF EQUITY SECURITIES PER FUND

<Table>
<Caption>
INTERESTED TRUSTEES
-------------------------------------
ROBERT H. GRAHAM MARK H. WILLIAMSON
---------------- ------------------

AIM ADVISOR FUNDS
AIM Real Estate Fund........................... None None
AIM SERIES TRUST
AIM Global Trends Fund......................... None None
Aggregate Dollar Range of Equity Securities in
All Registered Investment Companies Overseen By
Trustee in the AIM Funds Complex............... Over $100,000 $10,001-$50,000
</Table>

DOLLAR RANGE OF EQUITY SECURITIES PER FUND

<Table>
<Caption>
INDEPENDENT TRUSTEES
------------------------------------------------------
FRANK S. BRUCE L. ALBERT R. EDWARD K. JACK M.
BAYLEY CROCKETT DOWDEN DUNN, JR.(1) FIELDS(1)
-------- -------- --------- ------------ ---------

AIM ADVISOR FUNDS
AIM Real Estate Fund.............. None None None None None
AIM SERIES TRUST
AIM Global Trends Fund............ None None None None None
Aggregate Dollar Range of Equity -
Securities in All Registered
Investment Companies Overseen By $10,001 $1- $50,001- Over Over
Trustee in the AIM Funds $50,000 $10,000 $100,000 $100,000 $100,000
Complex...........................
</Table>

<Table>
<Caption>
INDEPENDENT TRUSTEES
-----------------------------------------------------------
CARL PREMA LEWIS F. RUTH H. LOUIS S.
FRISCHLING(1) MATHAI-DAVIS(1) PENNOCK QUIGLEY SKLAR(1)
------------- --------------- -------- ------- --------

AIM ADVISOR FUNDS
AIM Real Estate Fund........ None None None None None
AIM SERIES TRUST
AIM Global Trends Fund...... None None None None None
Aggregate Dollar Range of
Equity Securities in All
Registered Investment
Companies Overseen By Over Over $50,001- $1- Over
Trustee in the AIM Funds $100,000 $100,000 $100,000 $10,000 $100,000
Complex.....................
</Table>

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

(1) Amounts shown include the total amount of compensation deferred by the
trustee 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-1

DOLLAR RANGE OF EQUITY SECURITIES PER FUND

<Table>
<Caption>
INDEPENDENT NOMINEES
-------------------------------------------
BOB R. JAMES T. GERALD J. LARRY SOLL,
BAKER BUNCH LEWIS PH.D.
------ -------- --------- -----------

AIM ADVISOR FUNDS
AIM Real Estate Fund.................... None None None None
AIM SERIES TRUST
AIM Global Trends Fund.................. None None None None
Aggregate Dollar Range of Equity
Securities in All Registered Investment
Companies Overseen By Trustee in the AIM
Funds Complex........................... None None None None
</Table>

F-2

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

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

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

--------------------------------------------------
CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

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

PROXY CARD PROXY CARD

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

AIM GLOBAL TRENDS FUND

(AN INVESTMENT PORTFOLIO OF AIM SERIES TRUST)

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 on reverse, 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.

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

-- 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.

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

[X]

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, each of whom will serve until WITHHOLD
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
restructuring of AIM Global Trends Fund as a new series portfolio of AIM [ ] [ ] [ ]
Growth Series, an existing open-end management investment company organized
as a Delaware statutory trust and, in connection therewith, the sale of all
of AIM Global Trends Fund's assets and the termination AIM Global Trends
Fund as a designated series of AIM Series Trust.

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

Please sign on reverse side.

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

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

--------------------------------------------------
CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

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

PROXY CARD PROXY CARD

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

AIM REAL ESTATE FUND

(AN INVESTMENT PORTFOLIO OF AIM ADVISOR FUNDS)

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

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

o PROXY MUST BE SIGNED AND DATED BELOW.

Dated ____________________ 2003

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

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

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

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

<Table>

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

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 [ ] [ ] [ ]
restructuring of AIM Real Estate Fund and AIM Advisor Funds' other series
portfolio, AIM International Core Equity Fund, as new series portfolios of
AIM Investment Securities Funds, an existing open-end management investment
company organized as a Delaware statutory trust and, in connection
therewith, the sale of all of AIM Real Estate Fund's assets and the
termination of AIM Real Estate Fund as a designated series of AIM Advisor
Funds.

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

Please sign on reverse side.

ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

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

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

PROXY CARD PROXY CARD

PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

[INSERT PORTFOLIO NAME]

[INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, 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"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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

* 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.

DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

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

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

INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
CONSOLIDATED PROXY CARD ABOVE.

SIGN BELOW ONLY IF YOU ARE VOTING
EACH ACCOUNT SEPARATELY.

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.

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

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

[PROPOSALS APPEAR HERE] FOR AGAINST ABSTAIN
[ ] [ ] [ ]

WITHHOLD
FOR AUTHORITY FOR ALL
ALL FOR ALL NOMINEES EXCEPT
[ ] [ ] [ ]

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

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

PLEASE SIGN ON REVERSE SIDE.

DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345 CONTROL NUMBER
XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE] FOR AGAINST ABSTAIN
[ ] [ ] [ ]

WITHHOLD
FOR AUTHORITY FOR ALL
ALL FOR ALL NOMINEES EXCEPT
[ ] [ ] [ ]

FOR AGAINST ABSTAIN
[ ] [ ] [ ]
[ ] [ ] [ ]