UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
AIM COUNSELOR SERIES TRUST
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
___________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
___________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
___________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
ASREIF CONVERSION Q&A
For Internal Use Only
1.WHAT ARE THE REASONS FOR CONVERTING THE ASREIF FROM A CLOSED END TO AN OPEN
ENDED FUND?
AIM believes that reorganizing your Fund as an open-end fund (the Buying
Fund) will immediately eliminate your Fund's trading discount at the time the
Reorganization occurs. Furthermore, AIM believes that your Fund's public
announcements on August 1, 2006 and September 19, 2006 already have provided
holders of your Fund's Common Shares with a return benefit as the price of the
Common Shares has increased towards their net asset value. Finally, AIM believes
that the opportunity to open-end your Fund on the terms and schedule that AIM
has established and that the Board has approved, and at AIM's own initiative, is
in the best interests of your Fund and the holders of its Common Shares.
In addition, AIM believes that there is investor demand for an open-end
fund with the Buying Fund's investment objectives and strategies and is
proposing that your Fund be reorganized as an open-end fund to meet that
investor demand. AIM believes that the Buying Fund could be successfully
marketed as an open-end fund over the long term, although no assurance can be
given in this regard.
3. WHAT ASPECTS OF THE FUND WILL CHANGE AND WHAT WILL REMAIN THE SAME?
YOUR FUND BUYING FUND
--------- -----------
INVESTMENT OBJECTIVES
- - High current income and, - Same objective.
secondarily capital
appreciation.
PRINCIPAL INVESTMENT STRATEGIES
CURRENT FUND NEW FUND
------------ --------
- - Invests, normally, at least 90% - Invests, normally, at least 80%
of its total assets in of its assets in equity and debt
income-producing common stocks, securities of companies
preferred shares, convertible principally engaged in the real
preferred shares and debt estate industry, including
securities issued by real estate REITs, and other real
companies, including real estate estate-related investments such
investment trusts ("REITs"). as commercial and residential
mortgage backed securities, and
commercial property whole loans.
- - Invests, normally, at least 80%
of its total assets in
income-producing equity
securities issued by REITs.
PRINCIPAL INVESTMENT STRATEGIES
CURRENT FUND NEW FUND
------------ --------
- - Invests between 60% and 70% of - Invests between 30% and 70% of
its total assets in common its total assets in common
stocks issued by real estate stocks of companies principally
companies. engaged in the real estate
industry.
- - Invests between 30% and 40% of - No corresponding strategy.
its total assets in preferred
shares issued by real estate
companies.
- - Invests up to 5% of its total - No corresponding strategy.
assets in convertible preferred
shares of issued by real estate
companies
- - May use leverage in an effort to - No corresponding strategy.
maximize its returns through
issuance of preferred shares,
commercial paper and/or
borrowing.
- - May invest up to 20% of its - May invest up to 30% of its
total assets in non-investment total assets in non-investment
grade securities including grade securities including
non-investment grade preferred non-investment grade preferred
stocks and convertible preferred stocks and convertible preferred
stocks and non-investment grade stocks and non-investment grade
debt securities (commonly known debt securities (commonly known
as "junk bonds"). as "junk bonds").
- - Only invests in non-investment - Same strategy
grade securities that are rated
CCC or higher by Standard &
Poor's or Fitch, Inc., or rated
Caa or higher by Moody's
Investor Service, Inc., or
unrated securities to be deemed
to be of comparable quality.
- - No corresponding strategy. - May sell securities short, which
means selling a security it does
not yet own in anticipation of
purchasing the same security at a
later date at a lower price.
- The fund will not sell a security
short, if as a result of such short
sale, the aggregate market value of
all securities sold short exceeds
15% of the fund's net assets.
PRINCIPAL INVESTMENT STRATEGIES
CURRENT FUND NEW FUND
------------ --------
- - May invest up to 10% of its - May invest up to 25% of its assets
total assets in foreign in foreign securities.
securities.
- - May invest up to 10% of its - May invest up to 15% of its net
total assets in illiquid assets in illiquid securities.
securities.
- - May not invest more than 10% of - Same strategy.
its total assets in the
securities of any one issuer
other than the U.S. Government.
- - Is non-diversified, meaning that - Same strategy.
it can invest a greater
percentage of its assets in any
one issuer than a diversified
fund can.
- - May enter into interest rate - No corresponding strategy.
swap or interest rate cap
transactions in connection with
the fund's use of leverage.
- - May purchase or sell futures - Same strategy.
contracts or options
PRINCIPAL INVESTMENT STRATEGIES
CURRENT FUND NEW FUND
------------ --------
- - Portfolio managers evaluate - Same strategy.
securities based primarily on
the relative attractiveness of
income with a secondary
consideration for the potential
for capital appreciation.
- - Portfolio managers focus on - No corresponding strategy.
equity REITs.
- - Portfolio managers use an - Same strategy.
investment process that
considers real property market
cycle analysis, real property
evaluation and management/issuer
review.
- - Portfolio managers combine - Same strategy.
fundamental research and pricing
factors to identify attractively
priced securities with
relatively favorable long-term
prospects.
5. ARE THERE REDEMPTION FEES FOR CLIENTS WHO WISH TO EXIT THE FUND AFTER THE
CONVERSION?
The Buying Fund will be subject to a temporary 2.00% redemption fee applicable
to any of its Class A shares received in connection with the Reorganization that
are redeemed, including redemptions by exchange, during the 12 month period
following the closing date of the Reorganization. The redemption fee would not
apply to Class A shares of the Buying Fund that were purchased after the closing
date of the Reorganization. The redemption fee is to be retained by the Buying
Fund to offset transaction costs and other expenses associated with redemptions
or exchanges.
6. HOW DO YOUR FUND'S FEES AND EXPENSES COMPARE TO THE BUYING FUND'S FEES AND
EXPENSES
FEE TABLE
The following fee table shows the shareholder fees and annual operating
expenses, as of December 31, 2005, expressed as a percentage of net assets
("Expense Ratio") of the Common Shares of your Fund and the Pro Forma Combined
Expense Ratio of the Class A shares of the Buying Fund (which has not yet
commenced operations), based on historical data of your Fund and related
projected data for the Class A shares of the Buying Fund after giving effect to
the Reorganization. There is no guarantee that actual expenses will be the same
as those shown in this table.
AIM SELECT REAL
AIM SELECT REAL ESTATE INCOME FUND
ESTATE INCOME FUND (BUYING FUND)
(YOUR FUND) PRO FORMA COMBINED
(12/31/05) CLASS A
COMMON SHARES SHARES
------------------ ------------------
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge (Load) Imposed on Purchase
(as a percentage of offering price) 4.50% 5.50%
Maximum Deferred Sales Charge (as a percentage
of original purchase price or redemption
proceeds, as applicable) None None
Redemption/Exchange Fee (as a percentage of
amount redeemed/exchanged) None 2.00%
Dividend Reinvestment and Cash Purchase Plan
Fees None None
ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)
Management Fees 0.90% 0.74%
Distribution and/or Service (12b-1) Fees None 0.25%
Other Expenses 0.12% 0.29%
Total Annual Fund Operating Expenses 1.02% 1.28%
Fee Waiver 0.20% --
Net Annual Fund Operating Expense 0.82% 1.28%
7. WHAT IS THE DIVIDEND POLICY FOR THE NEW OPEN ENDED STRUCTURE?
The fund will declare dividends quarterly and pay dividends quarterly.
8. WHAT IS THE BUYING FUND'S CLASS STRUCTURE AND WHICH CLASS OF BUYING FUND
SHARES WILL I RECEIVE IN THE REORGANIZATION
The Buying Fund will offer Class A, Class B, Class C and Institutional
Class shares. Your Fund has only one class of shares (Common Shares)
outstanding. Class A shares of the Buying Fund will have rights that are
identical to the Class A shares of the other retail investment companies that
have AIM as an investment advisor (the "AIM Funds"). AIM believes that
introducing these additional share classes of the Buying Fund will facilitate
new purchases after the Reorganization.
Holders of your Fund's Common Shares will receive Class A shares of the
Buying Fund upon the Reorganization. As a result, the only class of shares of
the Buying Fund described in this Proxy Statement/Prospectus are Class A shares.
9. HOW AND WHEN WILL THE REORGANIZATION OCCUR
Consummation of the Reorganization (the "Closing") is expected to occur on
March 12, 2007 (the "Effective Time"). At the Effective Time, all of the assets
of your Fund will be delivered to the Buyer's
custodian for the account of the Buying Fund in exchange for the assumption by
the Buying Fund of the liabilities of your Fund and delivery by the Buyer to
your Fund (for distribution to shareholders) of a number of Class A shares of
the Buying Fund equal to the number of Common Shares of your Fund, (including,
if applicable, fractional shares rounded to the nearest thousandth), determined
and adjusted as provided in the Agreement. Upon delivery of such assets, the
Buying Fund will receive good and marketable title to such assets free and clear
of all liens.
The Buying Fund will proceed with the Reorganization if the shareholders of
your Fund approve the Agreement.
Following receipt of the requisite shareholder vote and as soon as
reasonably practicable after the Closing, the status of your Fund as a
designated series of the Trust will be terminated in accordance with the Trust's
Second Amended and Restated Agreement and Declaration of Trust and Amended and
Restated Bylaws and the Delaware Statutory Trust Act.
10. HOW DO I VOTE?
WHEN AND WHERE WILL THE SPECIAL MEETING BE HELD
We are holding the Special Meeting at 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173 on February 26, 2007, at 3:00 p.m., Central Time.
HOW DO I VOTE IN PERSON
If you do attend the Special Meeting and wish to vote in person, we will
provide you with a ballot prior to the vote. However, if your shares are held in
the name of your broker, bank or other nominee, you must bring a letter from the
nominee indicating that you are the beneficial owner of the shares on the Record
Date and authorizing you to vote. Please call the Trust at (800) 952-3502 if you
plan to attend the Special Meeting.
HOW DO I VOTE BY PROXY
Whether you plan to attend the Special Meeting or not, we urge you to
complete, sign and date the enclosed proxy card and to return it promptly in the
envelope provided. Returning the proxy card will not affect your right to attend
the Special Meeting and vote.
If you properly fill in and sign your proxy card and send it to us in time
to vote at the Special Meeting, your "proxy" (the individual named on your proxy
card) will vote your shares as you have directed. To be timely, your proxy card
must be returned to us by February __, 2007. If you sign your proxy card but do
not make specific choices, your proxy will vote your shares FOR the proposal to
approve the Agreement, as recommended by the Board, and in accordance with
management's recommendation on other matters.
Your proxy will have the authority to vote and act on your behalf at any
adjournment of the Special Meeting.
If you authorize a proxy, you may revoke it at any time before it is
exercised by sending in another proxy card with a later date or by notifying the
Secretary of the Trust in writing to the address of the Trust set forth on the
cover page of this Proxy Statement/Prospectus before the Special Meeting that
you have revoked your proxy. In addition, although merely attending the Special
Meeting will not revoke your proxy, if you are present at the Special Meeting
you may withdraw your proxy and vote in person. Shareholders may also transact
any other business not currently contemplated that may properly come before the
Special Meeting in the discretion of the proxies or their substitutes.
HOW DO I VOTE BY TELEPHONE OR THE INTERNET
You may vote your shares by telephone or through a website established for
that purpose by following the instructions that appear on the proxy card
accompanying this Proxy Statement/Prospectus.
DIALOG BETWEEN APPLICATION AND THE CALLER
IVR: Welcome to Computershares's Express Voting Service. [pause]
To vote, you'll need to supply some information from your
proxy card, this will only take a moment. If you don't have
your card handy, feel free to hang-up and call back when
you're ready. To start, please enter the control number
(pause), this is the 6 digit number that is circled and
located in the colored bar on the front of the card.
Caller: Enters 6-digit control number
IVR: Next, I'm going to need your holder account number. This number
is underlined and located next to the control number. Please
enter that number now, excluding any letters or leading
zeroes.
Caller: Enters holder acct number
IVR: Thank you, please hold while I verify those numbers.
This message three seconds of silence followed by...) ...still verifying
will play (three more seconds of silence)...please continue to hold...
repeatedly
until the
host system
responds
IVR: Ok, you'll be voting your proxy for...
AIM Select Real Estate Income Fund
Before you can vote, I need to verify one last piece of
information. Located on the proxy card next to the underlined
account number is a box that contains your proxy access number.
Please enter that number now.
Caller: Enters 5-digit access number
IVR: Thank you, please hold while I verify that number...
This message (three seconds of silence followed by...) ...still verifying...
will play
repeatedly
until the
host system
responds
IVR: Ok, now to cast your vote....
IVR: You can vote one of two ways. To vote all proposals in
accordance with the recommendations of the Board of Directors,
press 1. To vote one proposal at a time, press 2.
Caller: Presses 2
IVR: Ok, let's vote on each proposal.
IVR: Proposal number 1. For which the Board of Directors recommends
a vote "for". To vote, "for", press 1; vote "against", press
2; or to "abstain", press 3.
Caller: Presses 1, 2 or 3
IVR: Ok, you've finished voting but before we process your vote let me
list your choices and then you can confirm your vote at the
end.
You've elected to vote as follows....
Playback vote confirmation...
If this is correct, press 1; to hear how you voted again, press 2
and to change your vote, press 3.
Caller: Presses 1
IVR: Please hold while I record your vote.
This message (three seconds of silence followed by...) ...please continue
will play to hold...
repeatedly
until the
host system
responds
IVR: [earcon] Your vote has been recorded. It is not necessary for you
to mail in your proxy card and we look forward to seeing you at
the meeting. If you have another proxy card or wish to change
your vote, press 1, otherwise I'm now going to end this
call.
Caller: timeout
IVR: Thank you for voting, goodbye.
Caller: Hang-up.
Computershare - Investor Vote Online Page 1 of 1
TEST SITE ONLY - NO VOTES WILL BE RECORDED
AIM SELECT REAL ESTATE INCOME FUND (THE "FUND") - ONLINE PROXY Print | Logout |
PROXY LOGIN
Your HOLDER ACCOUNT NUMBER is underlined and appears in the colored bar on the
front of your proxy card.
Your PROXY ACCESS NUMBER is the number in the box to the right of your HOLDER
ACCOUNT NUMBER.
Please enter your details below and click "Login".
HOLDER ACCOUNT NUMBER (INCLUDING THE LETTER "C"):
PROXY ACCESS NUMBER:
LOGIN
Please note:
If you vote via the Internet, please do not mail your proxy.
- --------------------------------------------------------------------------------
AIM SELECT REAL ESTATE INCOME FUND (THE "FUND")
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PROXY - AIM SELECT REAL ESTATE INCOME FUND (THE "FUND")
- -[Name of holder will appear here]-
PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 26, 2007
The undersigned hereby appoints Philip A. Taylor, Kevin M. Carome, John M. Zerr
and Sidney M. Dilgren and any one of them separately, proxies with full power of
substitution in each, and hereby authorizes them to represent and to vote, as
designated below, at the Special Meeting of Shareholders on February 26, 2007,
at 3:00 p.m., Central Time, and at any adjournment or postponement thereof, all
of the shares of the FUND which the undersigned would be entitled to vote if
personally present.
PROXIES ARE AUTHORIZED TO VOTE ON A PROPOSAL TO ADJOURN THE MEETING, AND, TO
VOTE IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
[ ] CHECK THIS BOX TO CAST YOUR VOTE IN ACCORDANCE WITH THE RECOMMENDATION OF
THE BOARD FOR AIM SELECT REAL ESTATE INCOME FUND
PROPOSAL
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.
1. Approve an Agreement and Plan of Reorganization FOR AGAINST ABSTAIN
which provides for the reorganization of AIM
Select Real Estate Income Fund a closed-end
exchange-traded fund into an open-end fund.
Choose your voting options above and click "Continue" to view a summary of your
voting instructions
CONTINUE
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AIM SELECT REAL ESTATE INCOME FUND
(THE "FUND")
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VOTE SUMMARY - PLEASE VERIFY YOUR VOTING PREFERENCES BELOW AND CLICK "SUBMIT" AT
THE BOTTOM OF THE SCREEN TO REGISTER YOUR VOTE.
PROPOSAL
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" THE PROPOSAL.
1. Approve an Agreement and Plan of Reorganization FOR
which provides for the reorganization of AIM
Select Real Estate Income Fund a closed-end
exchange-traded fund into an open-end fund.
If you wish to register your voting preferences as indicated, press
"Submit" to continue. If you wish to change your voting
preferences, use the "Back" button below.
BACK SUBMIT
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AIM SELECT REAL ESTATE INCOME FUND
(THE "FUND")
Computershare Investor Services
250 Royall St.
Canton, MA 02021
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THANK YOU. YOUR VOTING PREFERENCES HAVE BEEN SUBMITTED AND HAVE BEEN PROCESSED.
If you have any inquiries regarding your Online Proxy, please refer to the
contact information below. Thank you for using this service.
OPTIONS
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To return to the main page click HERE
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AIM SELECT REAL ESTATE INCOME FUND
(THE "FUND")
Computershare Investor Services
250 Royall St.
Canton, MA 02021
Contact Computershare
SERVICES PROVIDED BY
COMPUTERSHARE
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Reproduction in whole or in part in any form or medium without express
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