SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
AIM CORE ALLOCATION PORTFOLIO SERIES
AIM EQUITY FUNDS
AIM FUNDS GROUP
AIM GROWTH SERIES
AIM INVESTMENT FUNDS
AIM INVESTMENT SECURITIES FUNDS
AIM TAX-EXEMPT FUNDS
SHORT-TERM INVESTMENTS 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:
________________________________________________________________________________
[ ] 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:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing Party:
________________________________________________________________________________
(4) Date Filed:
________________________________________________________________________________
AIM CORE ALLOCATION AIM INVESTMENT FUNDS AIM TAX-EXEMPT FUNDS
PORTFOLIO SERIES AIM CHINA FUND AIM HIGH INCOME MUNICIPAL FUND
SERIES C AIM DEVELOPING MARKETS FUND AIM TAX-EXEMPT CASH FUND
SERIES M AIM GLOBAL HEALTH CARE FUND AIM TAX-FREE INTERMEDIATE FUND
AIM INTERNATIONAL TOTAL RETURN FUND
AIM EQUITY FUNDS AIM JAPAN FUND SHORT-TERM INVESTMENTS TRUST
AIM CAPITAL DEVELOPMENT FUND AIM LIBOR ALPHA FUND GOVERNMENT & AGENCY PORTFOLIO
AIM CHARTER FUND AIM TRIMARK ENDEAVOR FUND GOVERNMENT TAXADVANTAGE PORTFOLIO
AIM CONSTELLATION FUND AIM TRIMARK FUND LIQUID ASSETS PORTFOLIO
AIM DIVERSIFIED DIVIDEND FUND AIM TRIMARK SMALL COMPANIES FUND STIC PRIME PORTFOLIO
AIM LARGE CAP BASIC VALUE FUND TREASURY PORTFOLIO
AIM LARGE CAP GROWTH FUND AIM GROWTH SERIES
AIM BASIC VALUE FUND AIM INVESTMENT SECURITIES FUNDS
AIM FUNDS GROUP AIM CONSERVATIVE ALLOCATION FUND AIM GLOBAL REAL ESTATE FUND
AIM BASIC BALANCED FUND AIM GLOBAL EQUITY FUND AIM HIGH YIELD FUND
AIM EUROPEAN SMALL COMPANY FUND AIM GROWTH ALLOCATION FUND AIM INCOME FUND
AIM GLOBAL VALUE FUND AIM GLOBAL EQUITY FUND AIM INTERMEDIATE GOVERNMENT FUND
AIM INTERNATIONAL SMALL COMPANY FUND AIM GROWTH ALLOCATION FUND AIM MONEY MARKET FUND
AIM MID CAP BASIC VALUE FUND AIM INCOME ALLOCATION FUND AIM MUNICIPAL BOND FUND
AIM SELECT EQUITY FUND AIM INDEPENDENCE NOW FUND AIM REAL ESTATE FUND
AIM SMALL CAP EQUITY FUND AIM INDEPENDENCE 2010 FUND AIM SHORT TERM BOND FUND
AIM INDEPENDENCE 2020 FUND AIM TOTAL RETURN BOND FUND
AIM INDEPENDENCE 2030 FUND
AIM INDEPENDENCE 2040 FUND
AIM INDEPENDENCE 2050 FUND
AIM INTERNATIONAL ALLOCATION FUND
AIM MID CAP CORE EQUITY FUND
AIM MODERATE ALLOCATION FUND
AIM MODERATE GROWTH ALLOCATION FUND
AIM MODERATELY CONSERVATIVE ALLOCATION FUND
AIM SMALL CAP GROWTH FUND
11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173
December [_____], 2007
Dear Shareholder:
Each of AIM Core Allocation Portfolio Series, AIM Equity Funds, AIM Funds
Group, AIM Growth Series, AIM Investment Funds, AIM Investment Securities Funds,
AIM Tax-Exempt Funds and Short-Term Investments Trust (each, a "Trust") will
hold a Special Meeting of Shareholders on February 29, 2008 in Houston, Texas.
The purpose of the Meeting is to vote on important proposals affecting the funds
listed above (the "Funds"). This package contains important information about
the proposals, a proxy statement, simple instructions on how to vote by phone or
via the Internet, and a business reply envelope for you to vote by mail.
The Boards of Trustees (each, a "Board" and together, the "Boards") for the
Funds have carefully considered the proposals below, believe that they are in
the best interests of the Funds and their shareholders, and unanimously
recommend that you vote FOR each of the proposals. The enclosed proxy statement
provides you with detailed information on each proposal including how it will
benefit shareholders.
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The Boards are requesting that you:
1. Elect 13 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 a new sub-advisory agreement for each Fund between A I M
Advisors, Inc. and various affiliated sub-advisers.
3. Approve an amendment to the Trusts' Agreements and Declarations of Trust
that would permit each Board to terminate a Trust, a Fund or a share class
without a shareholder vote.
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.
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 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, Computershare
Fund Services, reminding you to vote your shares.
Sincerely,
/s/ Philip A. Taylor /s/ Karen Dunn Kelley
- ------------------------------------- ----------------------------------------
President and Principal Executive President and Principal
Officer, Executive Officer, Short-Term
AIM Core Allocation Portfolio Series, Investments Trust
AIM Equity Funds, AIM Funds Group,
AIM Growth Series, AIM Investment
Funds,
AIM Investment Securities Funds and
AIM Tax-Exempt Funds
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AIM CORE ALLOCATION AIM INVESTMENT FUNDS AIM TAX-EXEMPT FUNDS
PORTFOLIO SERIES AIM CHINA FUND AIM HIGH INCOME MUNICIPAL FUND
SERIES C AIM DEVELOPING MARKETS FUND AIM TAX-EXEMPT CASH FUND
SERIES M AIM GLOBAL HEALTH CARE FUND AIM TAX-FREE INTERMEDIATE FUND
AIM INTERNATIONAL TOTAL RETURN FUND
AIM EQUITY FUNDS AIM JAPAN FUND SHORT-TERM INVESTMENTS TRUST
AIM CAPITAL DEVELOPMENT FUND AIM LIBOR ALPHA FUND GOVERNMENT & AGENCY PORTFOLIO
AIM CHARTER FUND AIM TRIMARK ENDEAVOR FUND GOVERNMENT TAXADVANTAGE
AIM CONSTELLATION FUND AIM TRIMARK FUND PORTFOLIO
AIM DIVERSIFIED DIVIDEND FUND AIM TRIMARK SMALL COMPANIES FUND LIQUID ASSETS PORTFOLIO
AIM LARGE CAP BASIC VALUE FUND STIC PRIME PORTFOLIO
AIM LARGE CAP GROWTH FUND AIM GROWTH SERIES TREASURY PORTFOLIO
AIM BASIC VALUE FUND
AIM FUNDS GROUP AIM CONSERVATIVE ALLOCATION FUND AIM INVESTMENT SECURITIES FUNDS
AIM BASIC BALANCED FUND AIM GLOBAL EQUITY FUND AIM GLOBAL REAL ESTATE FUND
AIM EUROPEAN SMALL COMPANY FUND AIM GROWTH ALLOCATION FUND AIM HIGH YIELD FUND
AIM GLOBAL VALUE FUND AIM GLOBAL EQUITY FUND AIM INCOME FUND
AIM INTERNATIONAL SMALL COMPANY FUND AIM GROWTH ALLOCATION FUND AIM INTERMEDIATE GOVERNMENT FUND
AIM MID CAP BASIC VALUE FUND AIM INCOME ALLOCATION FUND AIM MONEY MARKET FUND
AIM SELECT EQUITY FUND AIM INDEPENDENCE NOW FUND AIM MUNICIPAL BOND FUND
AIM SMALL CAP EQUITY FUND AIM INDEPENDENCE 2010 FUND AIM REAL ESTATE FUND
AIM INDEPENDENCE 2020 FUND AIM SHORT TERM BOND FUND
AIM INDEPENDENCE 2030 FUND AIM TOTAL RETURN BOND FUND
AIM INDEPENDENCE 2040 FUND
AIM INDEPENDENCE 2050 FUND
AIM INTERNATIONAL ALLOCATION FUND
AIM MID CAP CORE EQUITY FUND
AIM MODERATE ALLOCATION FUND
AIM MODERATE GROWTH ALLOCATION FUND
AIM MODERATELY CONSERVATIVE ALLOCATION FUND
AIM SMALL CAP GROWTH FUND
11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 29, 2008
To the Shareholders of each of the series portfolios of AIM Core Allocation
Portfolio Series, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM
Investment Funds, AIM Investment Securities Funds, AIM Tax-Exempt Funds and
Short-Term Investments Trust (each, a "Fund," and collectively, the "Funds")
listed above.
The Boards of Trustees (each a "Board" and together, the "Boards") for the
Funds have carefully considered the proposals below, believe that they are in
the best interests of the Funds and their shareholders, and unanimously
recommend that you vote FOR each of the proposals. The enclosed proxy statement
provides you with detailed information on each proposal including how it will
benefit shareholders.
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We cordially invite you to attend our Special Meetings of Shareholders to:
1. Elect 13 trustees to each Board, each of whom will serve until his or
her successor is elected and qualified.
2. Approve a new sub-advisory agreement for each Fund between A I M
Advisors, Inc. and each of AIM Funds Management Inc.; INVESCO Asset Management
Deutschland, GmbH; INVESCO Asset Management Ltd.; INVESCO Asset Management
(Japan) Limited; INVESCO Australia Limited; INVESCO Global Asset Management
(N.A.), Inc.; INVESCO Hong Kong Limited; INVESCO Institutional (N.A.), Inc.; and
INVESCO Senior Secured Management, Inc.
3. Approve an amendment to the Trusts' Agreements and Declarations of Trust
that would permit each Board to terminate a Trust, a Fund or a share class
without a shareholder vote.
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 February 29, 2008, at 3:00 p.m., Central Time.
Shareholders of record of one or more of the Funds as of the close of
business on November 30, 2007 are entitled to notice of, and to vote at, the
applicable Special Meetings or any adjournment or postponement of the Special
Meetings.
WE REQUEST THAT YOU EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
THE ACCOMPANYING PROXY CARD. THE BOARDS ARE SOLICITING YOUR VOTE ON THE
PROPOSALS SET FORTH ABOVE. YOU MAY ALSO VOTE BY TELEPHONE OR THROUGH A WEBSITE
ESTABLISHED FOR THAT PURPOSE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY
MATERIAL. 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 CARD, BY GIVING WRITTEN NOTICE OF
REVOCATION TO THE APPLICABLE TRUST'S SECRETARY OR BY VOTING IN PERSON AT THE
SPECIAL MEETINGS.
/s/ John M. Zerr
- ------------------------------------
Secretary
December ____, 2007
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AIM CORE ALLOCATION AIM INVESTMENT FUNDS AIM TAX-EXEMPT FUNDS
PORTFOLIO SERIES AIM CHINA FUND AIM HIGH INCOME MUNICIPAL FUND
SERIES C AIM DEVELOPING MARKETS FUND AIM TAX-EXEMPT CASH FUND
SERIES M AIM GLOBAL HEALTH CARE FUND AIM TAX-FREE INTERMEDIATE FUND
AIM INTERNATIONAL TOTAL RETURN FUND
AIM EQUITY FUNDS AIM JAPAN FUND SHORT-TERM INVESTMENTS TRUST
AIM CAPITAL DEVELOPMENT FUND AIM LIBOR ALPHA FUND GOVERNMENT & AGENCY PORTFOLIO
AIM CHARTER FUND AIM TRIMARK ENDEAVOR FUND GOVERNMENT TAXADVANTAGE PORTFOLIO
AIM CONSTELLATION FUND AIM TRIMARK FUND LIQUID ASSETS PORTFOLIO
AIM DIVERSIFIED DIVIDEND FUND AIM TRIMARK SMALL COMPANIES FUND STIC PRIME PORTFOLIO
AIM LARGE CAP BASIC VALUE FUND TREASURY PORTFOLIO
AIM LARGE CAP GROWTH FUND AIM GROWTH SERIES
AIM BASIC VALUE FUND AIM INVESTMENT SECURITIES FUNDS
AIM FUNDS GROUP AIM CONSERVATIVE ALLOCATION FUND AIM GLOBAL REAL ESTATE FUND
AIM BASIC BALANCED FUND AIM GLOBAL EQUITY FUND AIM HIGH YIELD FUND
AIM EUROPEAN SMALL COMPANY FUND AIM GROWTH ALLOCATION FUND AIM INCOME FUND
AIM GLOBAL VALUE FUND AIM GLOBAL EQUITY FUND AIM INTERMEDIATE GOVERNMENT FUND
AIM INTERNATIONAL SMALL COMPANY FUND AIM GROWTH ALLOCATION FUND AIM MONEY MARKET FUND
AIM MID CAP BASIC VALUE FUND AIM INCOME ALLOCATION FUND AIM MUNICIPAL BOND FUND
AIM SELECT EQUITY FUND AIM INDEPENDENCE NOW FUND AIM REAL ESTATE FUND
AIM SMALL CAP EQUITY FUND AIM INDEPENDENCE 2010 FUND AIM SHORT TERM BOND FUND
AIM INDEPENDENCE 2020 FUND AIM TOTAL RETURN BOND FUND
AIM INDEPENDENCE 2030 FUND
AIM INDEPENDENCE 2040 FUND
AIM INDEPENDENCE 2050 FUND
AIM INTERNATIONAL ALLOCATION FUND
AIM MID CAP CORE EQUITY FUND
AIM MODERATE ALLOCATION FUND
AIM MODERATE GROWTH ALLOCATION FUND
AIM MODERATELY CONSERVATIVE ALLOCATION FUND
AIM SMALL CAP GROWTH FUND
11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173
SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 29, 2008
INFORMATION ABOUT THE SPECIAL MEETINGS AND VOTING
WHY DID WE SEND YOU THIS PROXY STATEMENT?
We are sending you this Proxy Statement and the enclosed proxy card on
behalf of the series portfolios of AIM Core Allocation Portfolio Series, AIM
Equity Funds, AIM Funds Group, AIM Growth Series, AIM Investment Funds, AIM
Investment Securities Funds, AIM Tax-Exempt Funds and Short-Term Investments
Trust (each a "Trust," and together, the "Trusts") listed above (each a "Fund,"
and together, the "Funds") because the Boards of Trustees (the "Boards") of the
Trusts are soliciting your proxy to vote at the Special Meetings of Shareholders
and at any adjournments or postponements of the Special Meetings (collectively,
the "Special Meetings"). This Proxy Statement provides you information about the
business to be conducted at the Special Meetings. You do not need to attend the
applicable Special Meeting
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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
December ____, 2007 to all shareholders entitled to vote. Shareholders of record
of any class of a Fund as of the close of business on November 30, 2007 (the
"Record Date") are entitled to vote their respective shares 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 for the period after the annual report, if any. If you have not received
such report(s) or would like to receive an additional copy, please contact AIM
Investment Services, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas 77046,
or call (800) 959-4246 (for all Trusts other than AIM Core Allocation Portfolio
Series) or (800) 349-0953 (for AIM Core Allocation Portfolio Series). We will
furnish such report(s) free of charge.
WHEN AND WHERE WILL THE SPECIAL MEETINGS BE HELD?
We are holding the Special Meetings at 11 Greenway Plaza, Suite 100,
Houston, Texas 77046-1173 on February 29, 2008, at 3:00 p.m., Central Time.
WHAT ARE THE PROPOSALS TO BE VOTED ON AT THE SPECIAL MEETINGS?
Each of the proposals described in this proxy statement is designed to
benefit the Funds and their shareholders. In general, the proposals seek to
optimize the efficiency, flexibility and transparency of the operations of the
Funds and the delivery of investment management services to the Funds, and to
streamline the portfolio management operations of AIM and its affiliates.
The following table summarizes each proposal to be presented at the Special
Meetings, the Funds whose shareholders the Boards are soliciting for each
proposal and the page number on which the discussion of each proposal begins:
PROPOSAL AFFECTED FUNDS PAGE NUMBER
- -------- -------------- -----------
1. To elect trustees.................................... All Funds [__]
2. To approve a new sub-advisory agreement between AIM
Advisors, Inc. and various affiliated sub-advisers All Funds [__]
3. To approve an amendment to the Trust's Agreement and
Declaration of Trust................................. All Funds [__]
4. To consider other matters............................ All Funds [__]
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HOW DO I VOTE IN PERSON?
If you do attend a Special Meeting, were the record owner of your shares on
the Record Date, and wish to vote in person, we will provide you with a ballot
prior to the vote. However, if your shares were held in the name of your broker,
bank or other nominee, you are required to 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. The letter must also state whether before a Special
Meeting you authorized a proxy to vote for you and if so, how you instructed
such proxy to vote. Please call the Trusts at (800) 952-3502 if you plan to
attend a Special Meeting.
HOW DO I VOTE 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 or to vote at a Special Meeting if you choose to do so.
If you properly complete and sign your proxy card and send it to us in time
to vote at a Special Meeting, your "proxy" (the individual(s) 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 13 nominees for trustee of your Trust.
- - FOR the approval of a new sub-advisory agreement for each Fund between A I
M Advisors, Inc. and various affiliated sub-advisers.
- - FOR the approval of an amendment to the Trusts' Agreements and Declarations
of Trust.
Your proxy will have the authority to vote and act on your behalf at any
adjournment or postponement of the Special Meetings.
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.
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.
MAY I REVOKE MY VOTE?
If you authorize a proxy to vote for you, you may revoke the authorization
at any time before it is exercised. You can do this in one of four ways:
- - You may send in another proxy card at a later date, prior to the
Shareholder Meetings.
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- - If you submitted a proxy by telephone, via the Internet or via an
alternative method of voting permitted by your broker, you may submit
another proxy by telephone, via the Internet, or via such alternative
method of voting, or send in another proxy with a later date.
- - You may notify the Trusts' Secretary in writing before the Special Meetings
that you have revoked your proxy.
- - You may vote in person at the Special Meetings, as set forth above under
the heading, "How Do I Vote in Person?".
WHAT IS THE QUORUM REQUIREMENT?
A quorum of shareholders is necessary to hold a valid meeting. A quorum
will exist for Proposals 1 and 3 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 Proposal 2 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 rules applicable to broker-dealers, if your broker holds your shares
in its name, we expect that the broker will be entitled to vote your shares on
Proposal 1 even if it has not received instructions from you. However, your
broker will not be entitled to vote on Proposals 2 and 3 unless it has 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 considered to be
non-routine. Because Proposals 2 and 3 are considered non-routine, your broker
will not be permitted to vote your shares if it has not received instructions
from you, and the shares will be considered "broker non-votes." As a result, we
urge you to complete and send in your proxy or voting instructions so your vote
can be counted.
Abstentions and broker non-votes will count as shares present at the
Special Meetings for purposes of establishing a quorum.
COULD THERE BE AN ADJOURNMENT OF THE SPECIAL MEETINGS?
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 allow for
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" the proposal in favor of such an
adjournment and will vote those proxies required to be voted "AGAINST" the
proposal against such an adjournment. If a quorum is present but sufficient
votes to approve a proposal are not received, a shareholder vote may be taken on
other proposals described in this Proxy Statement prior to any adjournment if
sufficient votes have been received for such other proposals.
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WHAT IS THE 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 the
Special Meetings, 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.
PROPOSALS 2. Approval of Proposal 2 requires the lesser of (a) the
affirmative vote of 67% or more of the voting securities of your Fund present or
represented by proxy at the Special Meeting, if the holders of more than 50% of
the outstanding voting securities of your Fund are present or represented by
proxy, or (b) the affirmative vote of more than 50% of the outstanding voting
securities of your Fund. Abstentions and broker non-votes are counted as present
but are not considered votes cast at the Special Meeting. As a result, they have
the same effect as a vote against Proposal 2 because approval of Proposal 2
requires the affirmative vote of a percentage of the voting securities present
or represented by proxy or a percentage of the outstanding voting securities.
PROPOSAL 3. Approval of Proposal 3 requires the affirmative vote of a
majority of the votes cast by shareholders of the applicable Trust at the
Special Meetings. Abstentions and broker non-votes will not count as votes cast
and will have no effect on the outcome of this proposal.
HOW WILL PROXIES BE SOLICITED AND WHO WILL PAY?
The Trusts have engaged the services of Computershare Fund Services
("Solicitor") to assist in the solicitation of proxies for the Special Meetings.
Solicitor's costs are estimated to be in the aggregate approximately $________.
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/AIM] will pay [TO BE
DETERMINED] the cost of soliciting proxies, the printing and mailing of this
Proxy Statement, the attached Notice of Special Meetings of Shareholders, the
enclosed proxy card, and any further solicitation.
WILL ANY OTHER MATTERS BE VOTED ON AT THE SPECIAL MEETINGS?
Management is not aware 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 on those matters in accordance with management's
recommendation.
HOW MAY A SHAREHOLDER PROPOSAL BE SUBMITTED?
As a general matter, the Funds do not hold regular meetings of
shareholders. Shareholder proposals for consideration at a meeting of
shareholders of a Fund should be submitted to the applicable Trust at the
address set forth on the first page of this Proxy Statement. To be
5
considered for presentation at a meeting of shareholders, the applicable Trust
must receive proposals within a reasonable time, as determined by the Trust's
management, before proxy materials are prepared for the meeting. Such proposals
also must comply with applicable law.
For a discussion of procedures that must be followed for a shareholder to
nominate an individual as a trustee, please refer to the section of this Proxy
Statement entitled "Proposal 1 - What Are the Committees of the Board? -
Governance Committee."
PROPOSAL 1
ELECTION OF TRUSTEES
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 1?
Proposal 1 applies to the shareholders of all Funds.
WHAT IS THE STRUCTURE OF THE BOARD OF TRUSTEES?
Each Board currently consists of 14 persons. Twelve of the current trustees
are "independent," meaning they are not "interested persons" of the Trusts
within the meaning of the Investment Company Act of 1940, as amended (the "1940
Act"). Two of the current trustees are "interested persons" because of their
business and financial relationships with the Trusts and A I M Advisors, Inc.
("AIM"), each Trust's investment adviser, and/or AIM's indirect parent, Invesco
Ltd. ("INVESCO").
WHO ARE THE NOMINEES FOR TRUSTEES?
Each Trust's Governance Committee (which consists solely of independent
trustees) has approved the nomination of the 11 current independent trustees, as
set forth below, to serve as trustee until his or her successor is elected and
qualified. The Trust's full Board has approved the nomination of the two current
interested trustees, as set forth below. Ruth H. Quigley, a current trustee, is
retiring effective as of December 31, 2007.
Each nominee who is a current trustee serves as a trustee of the 16
registered investment companies comprising the mutual funds advised by AIM (the
"AIM Funds"). Each nominee who is a current trustee oversees 104 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.
If elected, each nominee would continue to oversee a total of 16 registered
investment companies currently comprising 104 portfolios.
Each of the nominees is willing to serve as a trustee. However, if a
nominee becomes unavailable for election, proxies will vote for another nominee
proposed by the Boards or, as an alternative, the Boards may keep the position
vacant or reduce the number of trustees.
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NOMINEES WHO CURRENTLY ARE INDEPENDENT TRUSTEES
TRUSTEE PRINCIPAL OCCUPATION(S) OTHER TRUSTEESHIP(S)
NAME AND YEAR OF BIRTH SINCE NAME OF TRUST(S) DURING PAST 5 YEARS HELD
- ---------------------- ------- ------------------------------------- ----------------------------- --------------------
Bob R. Baker (1936) 2005 AIM Core Allocation Portfolio Series Retired None
2003 AIM Equity Funds
AIM Funds Group
AIM Growth Series
AIM Investment Funds
AIM Investment Securities Funds
AIM Tax-Exempt Funds
Short-Term Investments Trust
Frank S. Bayley (1939) 2005 AIM Core Allocation Portfolio Series Retired Badgley Funds, Inc.
Formerly: Partner, law firm (registered
2001 AIM Equity Funds of Baker & McKenzie investment company)
AIM Funds Group (2 portfolios)
AIM Investment Securities Funds
AIM Tax-Exempt Funds
Short-Term Investments Trust
1985 AIM Growth Series
1987 AIM Investment Funds
James T. Bunch (1942) 2005 AIM Core Allocation Portfolio Series Founder, Green, Manning & None
Bunch Ltd. (investment
2003 AIM Equity Funds banking firm); and Director,
AIM Funds Group Policy Studies, Inc. and Van
AIM Growth Series Gilder Insurance Corporation
AIM Investment Funds
AIM Investment Securities Funds
AIM Tax-Exempt Funds
Short-Term Investments Trust
Bruce L. Crockett 2005 AIM Core Allocation Portfolio Series Chairman, Crockett ACE Limited
(1944) Technology Associates (insurance company);
1993 AIM Tax-Exempt Funds (technology consulting Captaris, Inc.
AIM Equity Funds company) (unified messaging
Short-Term Investments Trust provider)
1987 AIM Funds Group
2001 AIM Growth Series
AIM Investment Funds
1992 AIM Investment Securities Funds
7
TRUSTEE PRINCIPAL OCCUPATION(S) OTHER TRUSTEESHIP(S)
NAME AND YEAR OF BIRTH SINCE NAME OF TRUST(S) DURING PAST 5 YEARS HELD
- ---------------------- ------- ------------------------------------- ----------------------------- --------------------
Albert R. Dowden 2005 AIM Core Allocation Portfolio Series Director of a number of None
(1941) public and private business
2000 AIM Equity Funds corporations, including the
AIM Funds Group Boss Group, Ltd. (private
AIM Investment Securities Funds investment and management),
AIM Tax-Exempt Funds Reich & Tang Funds
Short-Term Investments Trust (Chairman) (registered
investment company) (7
2001 AIM Growth Series portfolios), Daily Income
AIM Investment Funds Fund (4 portfolios),
California Daily Tax Free
Income Fund, Inc.,
Connecticut Daily Tax Free
Income Fund, Inc. and New
Jersey Daily Municipal
Income Fund, Inc., Annuity
and Life Re (Holdings), Ltd.
(insurance company), and
Homeowners of America
Holding Corporation
(property casualty company)
Formerly: Director,
CompuDyne Corporation
(provider of products and
services to the public
security market); Director,
President and Chief
Executive Officer, Volvo
Group North America, Inc.;
Senior Vice President, AB
Volvo; Director of various
affiliated Volvo companies;
and Director, Magellan
Insurance Company
8
TRUSTEE PRINCIPAL OCCUPATION(S) OTHER TRUSTEESHIP(S)
NAME AND YEAR OF BIRTH SINCE NAME OF TRUST(S) DURING PAST 5 YEARS HELD
- ---------------------- ------- ------------------------------------- ----------------------------- --------------------
Jack M. Fields (1952) 2005 AIM Core Allocation Portfolio Series Chief Executive Officer, Administaff
Twenty First Century Group,
1997 AIM Equity Funds Inc. (government affairs
AIM Funds Group company); Owner and Chief
AIM Investment Securities Funds Executive Officer, Dos
AIM Tax-Exempt Funds Angelos Ranch, L.P. (cattle,
Short-Term Investments Trust hunting, corporate
entertainment); and
2001 AIM Growth Series Discovery Global Education
AIM Investment Funds Fund (non-profit)
Formerly: Chief Executive
Officer, Texana Timber LP
(sustainable forestry
company)
Carl Frischling 2005 AIM Core Allocation Portfolio Series Partner, law firm of Kramer Director, Reich &
(1937) Levin Naftalis and Frankel Tang Funds (7
LLP portfolios)
1988 AIM Equity Funds
1993 AIM Funds Group
AIM Tax-Exempt Funds
2001 AIM Growth Series
AIM Investment Funds
1990 AIM Investment Securities Funds
1980 Short-Term Investments Trust
Prema Mathai Davis 2005 AIM Core Allocation Portfolio Series Formerly: Chief Executive None
(1950) Officer, YWCA of the USA
1998 AIM Equity Funds
AIM Funds Group
AIM Investment Securities Funds
AIM Tax-Exempt Funds
Short-Term Investments Trust
2001 AIM Growth Series
AIM Investment Funds
9
TRUSTEE PRINCIPAL OCCUPATION(S) OTHER TRUSTEESHIP(S)
NAME AND YEAR OF BIRTH SINCE NAME OF TRUST(S) DURING PAST 5 YEARS HELD
- ---------------------- ------- ------------------------------------- ----------------------------- --------------------
Lewis F. Pennock 2005 AIM Core Allocation Portfolio Series Partner, law firm of Pennock None
(1942) & Cooper
1988 AIM Equity Funds
AIM Investment Securities Funds
1992 AIM Funds Group
2001 AIM Growth Series
AIM Investment Funds
1993 AIM Tax-Exempt Funds
1981 Short-Term Investments Trust
Larry Soll, Ph.D. 2005 AIM Core Allocation Portfolio Series Retired None
(1942)
2003 AIM Equity Funds
AIM Funds Group
AIM Growth Series
AIM Investment Funds
AIM Investment Securities Funds
AIM Tax-Exempt Funds
Short-Term Investments Trust
Raymond Stickel, Jr. 2005 AIM Core Allocation Portfolio Series Retired None
(1944) AIM Equity Funds
AIM Funds Group Formerly: Partner, Deloitte
AIM Growth Series & Touche and Director,
AIM Investment Funds Mainstay VP Series Funds,
AIM Investment Securities Funds Inc. (25 portfolios)
AIM Tax-Exempt Funds
Short-Term Investments Trust
10
NOMINEES WHO CURRENTLY ARE INTERESTED PERSONS
NAME, YEAR OF
BIRTH AND
POSITION(S) HELD WITH TRUSTEE PRINCIPAL OCCUPATION(S) OTHER TRUSTEESHIP(S)
THE TRUSTS SINCE NAME OF TRUST(S) DURING PAST 5 YEARS HELD
- --------------------- ------- ------------------------------------- ----------------------------- --------------------
Martin L. Flanagan(1) 2007 AIM Core Allocation Portfolio Series Director, Chief Executive None
(1960) AIM Equity Funds Officer and President,
AIM Funds Group Invesco Ltd. (ultimate parent
AIM Growth Series of AIM and a global
AIM Investment Funds investment management firm);
AIM Investment Securities Funds Director, Chief Executive
AIM Tax-Exempt Funds Officer and President,
Short-Term Investments Trust INVESCO PLC (parent of AIM
and a global investment
management firm); Chairman, A
I M Advisors, Inc.
(registered investment
adviser); and Director,
Chairman, Chief Executive
Officer and President, IVZ
Inc. (holding company) and
INVESCO North American
Holdings, Inc. (holding
company); Chairman and
President, INVESCO Group
Services, Inc. (service
provider); Trustee, The AIM
Family of Funds(R); Vice
Chairman, Investment Company
Institute; and Member of
Executive Board, SMU Cox
School of Business
Formerly: President,
Co-Chief Executive Officer,
Co-President, Chief Operating
Officer and Chief Financial
Officer, Franklin Resources,
Inc. (global investment
management organization) and
Chairman, Investment Company
Institute
- ----------
(1) Mr. Flanagan was appointed as Trustee of the Trusts on February 24, 2007.
Mr. Flanagan is considered an interested person of the Funds because he is
an officer of the adviser to the Funds, and an officer and a director of
INVESCO, parent of the adviser to the Funds.
11
NAME, YEAR OF
BIRTH AND
POSITION(S) HELD WITH TRUSTEE PRINCIPAL OCCUPATION(S) OTHER TRUSTEESHIP(S)
THE TRUSTS SINCE NAME OF TRUST(S) DURING PAST 5 YEARS HELD
- --------------------- ------- ------------------------------------- ----------------------------- --------------------
Philip A. Taylor(2) 2006 AIM Core Allocation Portfolio Series Director, Chief Executive None
(1954) AIM Equity Funds Officer and President, AIM
AIM Funds Group Mutual Fund Dealer Inc.
AIM Growth Series (registered broker dealer),
AIM Investment Funds A I M Advisors, Inc., AIM
AIM Investment Securities Funds Funds Management Inc. d/b/a
AIM Tax-Exempt Funds INVESCO Enterprise Services
Short-Term Investments Trust (registered investment
adviser and registered
transfer agent) and 1371
Preferred Inc. (holding
company); Director, Chairman,
Chief Executive Officer and
President, A I M Management
Group Inc. and A I M Capital
Management, Inc. (registered
investment adviser);
Director and President,
INVESCO Funds Group, Inc.
(registered investment
adviser and registered
transfer agent) and AIM GP
Canada Inc. (general partner
for limited partnership);
Director,
A I M Distributors, Inc.
(registered broker dealer);
Director and Chairman, AIM
Investment Services, Inc.
(registered transfer agent)
and INVESCO Distributors,
Inc. (registered broker
dealer); Director, President
and Chairman, IVZ Callco Inc.
(holding company), INVESCO
Inc. (holding company) and
AIM Canada Holdings Inc.
(holding company); Director
and Chief Executive Officer,
AIM Trimark Corporate Class
Inc. (formerly AIM Trimark
- ----------
(2) Mr. Taylor is considered an interested person of the Funds because he is an
officer and a director of the adviser to, and a director of the principal
underwriter of, the Funds.
12
NAME, YEAR OF
BIRTH AND
POSITION(S) HELD WITH TRUSTEE PRINCIPAL OCCUPATION(S) OTHER TRUSTEESHIP(S)
THE TRUSTS SINCE NAME OF TRUST(S) DURING PAST 5 YEARS HELD
- --------------------- ------- ------------------------------------- ----------------------------- --------------------
Global Fund Inc.) (corporate
mutual fund company) and AIM
Trimark Canada Fund Inc.
(corporate mutual fund
company); Trustee, President
and Principal Executive
Officer, The AIM Family of
Funds(R) (other than AIM
Treasurer's Series Trust,
Short-Term Investments Trust
and Tax-Free Investments
Trust); Trustee and Executive
Vice President, The AIM
Family of Funds(R) (AIM
Treasurer's Series Trust,
Short-Term Investments Trust
and Tax-Free Investments
Trust only) ; and Manager,
PowerShares Capital
Management LLC
Formerly: Director and
Chairman, Fund Management
Company; President and
Principal Executive Officer,
The AIM Family of Funds(R)
(AIM Treasurer's Series
Trust, Short-Term Investments
Trust and Tax-Free
Investments Trust only);
Chairman, AIM Canada
Holdings, Inc.; President,
AIM Trimark Global Fund Inc.
and AIM Trimark Canada Fund
Inc.
13
WHAT IS THE BOARDS' RECOMMENDATION ON PROPOSAL 1?
Each Board, including the independent trustees of each Board, unanimously
recommends that you vote "FOR" the 13 nominees listed above.
WHAT ARE THE COMMITTEES OF THE BOARDS?
Each Board currently has six standing committees: an Audit Committee, a
Compliance Committee, a Governance Committee, an Investments Committee, a
Special Market Timing Litigation Committee and a Valuation Committee. Effective
January 1, 2008, each Board's Valuation Committee will be reconstituted as a
Valuation, Distribution and Proxy Oversight Committee.
AUDIT COMMITTEE
Each Audit Committee is separately designated and established in accordance
with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). Further, each Audit Committee is comprised entirely of trustees
who are not "interested persons" of the Funds as defined in Section 2(a)(19) of
the 1940 Act. The current members of each Audit Committee are James T. Bunch,
Bruce L. Crockett, Lewis F. Pennock, Dr. Larry Soll, Raymond Stickel, Jr.
(Chair), and Ruth H. Quigley (Vice Chair). Effective January 1, 2008, Mr. Bunch
will replace Miss Quigley as the Vice Chair of each Audit Committee.
Each Audit Committee's primary purposes are to: (i) oversee qualifications,
independence and performance of the independent registered public accountants
(the "independent auditors") for the Funds; (ii) appoint independent auditors
for the Funds; (iii) pre-approve all permissible non-audit services that are
provided to the Funds by their independent auditors to the extent required by
Section 10A(h) and (i) of the Exchange Act; (iv) pre-approve, in accordance with
Rule 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by
the Funds' independent auditors to the Funds' investment adviser and certain
other affiliated entities; (v) review the audit and tax plans prepared by the
independent auditors; (vi) review the Funds' audited financial statements; (vii)
review the process that management uses to evaluate and certify disclosure
controls and procedures in Form N-CSR; (viii) review the process for preparation
and review of the Funds' shareholder reports; (ix) review certain tax procedures
maintained by the Funds; (x) review modified or omitted officer certifications
and disclosures; (xi) review any internal audits; (xii) establish procedures
regarding questionable accounting or auditing matters and other alleged
violations; (xiii) set hiring policies for employees and proposed employees of
the Funds who are employees or former employees of the independent auditors; and
(xiv) remain informed (a) of the Funds accounting systems and controls, (b)
regulatory changes and new accounting pronouncements that affect the Funds' net
asset value calculations and financial statement reporting requirements, and (c)
communications with regulators regarding accounting and financial reporting
matters that pertain to the Funds.
14
COMPLIANCE COMMITTEE
The current members of each Compliance Committee are Frank S. Bayley, Mr.
Crockett (Chair), Albert R. Dowden (Vice Chair) and Mr. Stickel.
Each Compliance Committee is responsible for: (i) recommending to the
Boards and the independent trustees the appointment, compensation and removal of
the Funds' Chief Compliance Officer; (ii) recommending to the independent
trustees the appointment, compensation and removal of the Funds' Senior Officer
appointed pursuant to the terms of the Assurances of Discontinuance entered into
by the New York Attorney General, AIM and INVESCO Funds Group, Inc. ("IFG");
(iii) recommending to the independent trustees the appointment and removal of
AIM's independent Compliance Consultant (the "Compliance Consultant") and
reviewing the report prepared by the Compliance Consultant upon its compliance
review of AIM (the "Report") and any objections made by AIM with respect to the
Report; (iv) reviewing any report prepared by a third party who is not an
interested person of AIM, upon the conclusion by such third party of a
compliance review of AIM; (v) reviewing all reports on compliance matters from
the Funds' Chief Compliance Officer, (vi) reviewing all recommendations made by
the Senior Officer regarding AIM's compliance procedures, (vii) reviewing all
reports from the Senior Officer of any violations of state and federal
securities laws, the Colorado Consumer Protection Act, or breaches of AIM's
fiduciary duties to Fund shareholders and of AIM's Code of Ethics; (viii)
overseeing all of the compliance policies and procedures of the Funds and their
service providers adopted pursuant to Rule 38a-1 of the 1940 Act; (ix) from time
to time, reviewing certain matters related to redemption fee waivers and
recommending to the Board whether or not to approve such matters; (x) receiving
and reviewing quarterly reports on the activities of AIM's Internal Compliance
Controls Committee; (xi) reviewing all reports made by AIM's Chief Compliance
Officer; (xii) reviewing and recommending to the independent trustees whether to
approve procedures to investigate matters brought to the attention of AIM's
ombudsman; (xiii) risk management oversight with respect to the Funds and, in
connection therewith, receiving and overseeing risk management reports from
INVESCO that are applicable to the Funds or their service providers; and (xiv)
overseeing potential conflicts of interest that are reported to the Compliance
Committee by AIM, the Chief Compliance Officer, the Senior Officer and/or the
Compliance Consultant.
GOVERNANCE COMMITTEE
Each Governance Committee is comprised entirely of trustees who are not
"interested persons" of the Funds as defined in Section 2(a)(19) of the 1940
Act. The current members of each Governance Committee are Messrs. Bob R. Baker,
Bayley, Dowden (Chair), Jack M. Fields (Vice Chair) and Carl Frischling and Dr.
Prema Mathai-Davis.
Each Governance Committee is responsible for: (i) nominating persons who
will qualify as independent trustees for (a) election as trustees in connection
with meetings of shareholders of the Funds that are called to vote on the
election of trustees, (b) appointment by the Boards of trustees to fill
vacancies that arise between meetings of shareholders; (ii) reviewing the size
of the Boards, and recommending to the Boards whether the size of the Boards
shall be increased or decreased; (iii) nominating the Chair of the Boards; (iv)
monitoring the composition of the Boards and each committee of the Boards, and
monitoring the qualifications of all trustees; (v)
15
recommending persons to serve as members of each committee of the Boards (other
than the Compliance Committees), as well as persons who shall serve as the chair
and vice chair of each such committee; (vi) reviewing and recommending the
amount of compensation payable to the independent trustees; (vii) overseeing the
selection of independent legal counsel to the independent trustees; (viii)
reviewing and approving the compensation paid to independent legal counsel to
the independent trustees; (ix) reviewing and approving the compensation paid to
counsel and other advisers, if any, to the Committees of the Boards; and (x)
reviewing as they deem appropriate administrative and/or logistical matters
pertaining to the operations of the Boards.
Each Governance Committee 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 Governance Committee or the Boards, as applicable, shall make the
final determination of persons to be nominated. The Governance Committees will
evaluate nominees recommended by a shareholder to serve as trustees in the same
manner as they evaluate nominees identified by the Governance Committees.
In seeking out potential nominees and in nominating persons to serve as
independent trustees of the Funds, the Governance Committees will not
discriminate against any person based on his or her race, religion, national
origin, gender, physical disability and other factors not relevant to the
person's ability to serve as an independent trustee. Evaluation by the
Governance Committees of a person as a potential nominee to serve as an
independent trustee, including a person nominated by a shareholder, should
result in the following findings by the Governance Committees: (i) that, if such
nominee is elected or appointed, at least 75% of the trustees will be
independent trustees; (ii) that the person is otherwise qualified under
applicable laws and regulations to serve as a trustee of the Funds; (iii) that
the person is willing to serve, and willing and able to commit the time
necessary for the performance of the duties of a trustee; (iv) with respect to
potential nominees who will serve as members of the Audit Committees of the
Funds, that the person meets the requirements set forth in the Funds' Audit
Committee charter for service on such Committees; (v) that the person can make a
positive contribution to the Boards and the Funds, with consideration being
given to the person's business experience, education and such other factors as
the Governance Committees may consider relevant; (vi) that the person is of good
character and high integrity; and (vii) that the person has desirable
personality traits including independence, leadership and the ability to work
with the other members of the Board.
Consistent with the 1940 Act, the Governance Committees can consider
recommendations from management in its evaluation process.
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
16
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.
A current copy of the Governance Committees' Charter is available at
http://www.aiminvestments.com. Go to this site, access the About Us tab, and
click on Governance Committees' Charter.
INVESTMENTS COMMITTEE
The current members of each Investments Committee are Messrs. Baker (Vice
Chair), Bayley (Chair), Bunch, Crockett, Dowden, Fields, Martin L. Flanagan,
Frischling, Pennock, Stickel, Philip A. Taylor, Drs. Mathai-Davis (Vice Chair)
and Soll, and Miss Quigley (Vice Chair). Effective January 1, 2008, Dr. Soll
will replace Miss Quigley as a Vice Chair of each Investments Committee.
Each Investments Committee's primary purpose is to: (i) assist the Boards
in their oversight of the investment management services provided by AIM as well
as any sub-advisers; and (ii) review all proposed and existing advisory and
sub-advisory arrangements for the Funds, and to recommend what action the full
Boards and the independent trustees take regarding the approval of all such
proposed arrangements and the continuance of all such existing arrangements.
Each Investments Committee has established three Sub-Committees. Each
Sub-Committee is responsible for: (i) reviewing the performance, fees and
expenses of the Funds that have been assigned to a particular Sub-Committee (for
each Sub-Committee, the "Designated Funds"), unless the Investments Committee
takes such action directly; (ii) reviewing with the applicable portfolio
managers from time to time the investment objective(s), policies, strategies and
limitations of the Designated Funds; (iii) evaluating the investment advisory
and sub-advisory arrangements in effect or proposed for the Designated Funds,
unless the Investments Committees take such action directly; (iv) being familiar
with the registration statements and periodic shareholder reports applicable to
their Designated Funds; and (v) such other investment-related matters as the
Investments Committees may delegate to the Sub-Committee from time to time.
SPECIAL MARKET TIMING LITIGATION COMMITTEE
The current members of each Special Market Timing Litigation Committee are
Messrs. Bayley, Bunch (Chair), Crockett and Dowden (Vice Chair).
Each Special Market Timing Litigation Committee is responsible: (i) for
receiving reports from time to time from management, counsel for management,
counsel for the AIM Funds and special counsel for the independent trustees, as
applicable, related to (a) the civil lawsuits, including purported class action
and shareholder derivative suits, that have been filed
17
against the AIM Funds concerning alleged excessive short term trading in shares
of the AIM Funds ("market timing") and (b) the civil enforcement actions and
investigations related to market timing activity in the AIM Funds that were
settled with certain regulators, including without limitation the SEC, the New
York Attorney General and the Colorado Attorney General, and for recommending to
the independent trustees what actions, if any, should be taken by the AIM Funds
in light of all such reports; (ii) for overseeing the investigation(s) on behalf
of the independent trustees by special counsel for the independent trustees and
the independent trustees' financial expert of market timing activity in the AIM
Funds, and for recommending to the independent trustees what actions, if any,
should be taken by the AIM Funds in light of the results of such
investigation(s); (iii) for (a) reviewing the methodology developed by AIM's
Independent Distribution Consultant (the "Distribution Consultant") for the
monies ordered to be paid under the settlement order with the SEC, and making
recommendations to the independent trustees as to the acceptability of such
methodology and (b) recommending to the independent trustees whether to consent
to any firm with which the Distribution Consultant is affiliated entering into
any employment, consultant, attorney-client, auditing or other professional
relationship with AIM, or any of its present or former affiliates, directors,
officers, employees or agents acting in their capacity as such for the period of
the Distribution Consultant's engagement and for a period of two years after the
engagement; and (iv) for taking reasonable steps to ensure that any AIM Fund
which the Special Market Timing Litigation Committee determines was harmed by
improper market timing activity receives what the Special Market Timing
Litigation Committees deem to be full restitution.
VALUATION COMMITTEE (IN PLACE PRIOR TO JANUARY 1, 2008)
The current members of each Valuation Committee are Messrs. Bunch, Pennock
(Vice Chair), Soll and Taylor and Miss Quigley (Chair).
Each Valuation Committee is responsible for: (i) developing a sufficient
knowledge of the valuation process and of AIM's Procedures for Valuing
Securities (Pricing Procedures) (the "Pricing Procedures") in order to carry out
their responsibilities; (ii) periodically reviewing information provided by AIM
or other advisers regarding industry developments in connection with valuation
and pricing, and making recommendations to the Boards with respect to the
Pricing Procedures based upon such review; (iii) reviewing the reports described
in the Pricing Procedures and other information from AIM regarding fair value
determinations made pursuant to the Pricing Procedures by AIM's internal
valuation committee, and reporting to and making recommendations to the Boards
in connection with such reports; (iv) receiving the reports of AIM's internal
valuation committee requesting approval of any changes to pricing vendors or
pricing methodologies as required by the Pricing Procedures, receiving the
annual report of AIM evaluating the pricing vendors, and approving changes to
pricing vendors and pricing methodologies as provided in the Pricing Procedures
and recommending the pricing vendors for approval by the Boards annually; (v)
upon request of AIM, assisting AIM's internal valuation committee and/or the
Boards in resolving particular fair valuation issues; (vi) receiving any reports
of concerns by AIM's internal valuation committee regarding actual or potential
conflicts of interest by investment personnel or others that could color their
input or recommendations regarding pricing issues, and receiving information
from AIM disclosing differences between valuation and pricing procedures used
for the Funds and private funds, if any, advised by AIM
18
for which AIM Fund administration has exclusive accounting responsibility, and
the reasons for such differences; and (vii) in each of the foregoing areas,
making regular reports to the Boards.
VALUATION, DISTRIBUTION AND PROXY OVERSIGHT COMMITTEE (EFFECTIVE JANUARY 1,
2008)
The Boards have appointed Messrs. Baker, Bunch, Fields, Frischling (Chair),
Pennock (Vice Chair), and Taylor, and Drs. Mathai-Davis and Soll to be the
members of the Valuation, Distribution and Proxy Oversight Committee, effective
January 1, 2008.
The primary purposes of the Valuation, Distribution and Proxy Oversight
Committee are: (a) to address issues requiring action or oversight by the Boards
of the AIM Funds (i) in the valuation of the AIM Funds' portfolio securities
consistent with the Pricing Procedures, (ii) in the oversight of creation and
maintenance by the principal underwriter of the AIM Funds of an effective
distribution and marketing system to build and maintain an adequate asset base
and to create and maintain economies of scale for the AIM Funds, (iii) in the
review of existing distribution arrangements for the AIM Funds under Rule 12b-1
and Section 15 of the 1940 Act, and (iv) in the oversight of proxy voting on
portfolio securities of the Funds; and (b) to make regular reports to the full
Boards of the AIM Funds.
The Valuation, Distribution and Proxy Oversight Committee is responsible
for: (a) with regard to valuation, (i) developing an understanding of the
valuation process and the Pricing Procedures, (ii) reviewing the Pricing
Procedures and making recommendations to the full Boards with respect thereto,
(iii) reviewing the reports described in the Pricing Procedures and other
information from AIM regarding fair value determinations made pursuant to the
Pricing Procedures by AIM's internal valuation committee and making reports and
recommendations to the full Boards with respect thereto, (iv) receiving the
reports of AIM's internal valuation committee requesting approval of any changes
to pricing vendors or pricing methodologies as required by the Pricing
Procedures and the annual report of AIM evaluating the pricing vendors,
approving changes to pricing vendors and pricing methodologies as provided in
the Pricing Procedures, and recommending annually the pricing vendors for
approval by the full Boards; (v) upon request of AIM, assisting AIM's internal
valuation committee or the full Boards in resolving particular fair valuation
issues; (vi) reviewing the reports described in the Procedures for Determining
the Liquidity of Securities (the "Liquidity Procedures") and other information
from AIM regarding liquidity determinations made pursuant to the Liquidity
Procedures by AIM and making reports and recommendations to the full Boards with
respect thereto, and (vii) overseeing actual or potential conflicts of interest
by investment personnel or others that could affect their input or
recommendations regarding pricing or liquidity issues; (b) with regard to
distribution, (i) developing an understanding of mutual fund distribution and
marketing channels and legal, regulatory and market developments regarding
distribution, (ii) reviewing periodic distribution and marketing determinations
and annual approval of distribution arrangements and making reports and
recommendations to the full Boards with respect thereto, and (iii) reviewing
other information from the principal underwriter to the AIM Funds regarding
distribution and marketing of the AIM Funds and making recommendations to the
full Boards with respect thereto; and (c) with regard to proxy voting, (i)
overseeing the implementation of the Proxy Voting Guidelines (the "Guidelines")
and the Proxy Policies and Procedures (the "Proxy Procedures") by AIM and other
advisers, reviewing the Quarterly Proxy Voting Report and making recommendations
to the full Boards with respect thereto, (ii) reviewing the Guidelines
19
and the Proxy Procedures and information provided by AIM or other advisers
regarding industry developments and best practices in connection with proxy
voting and making recommendations to the full Boards with respect thereto, and
(iii) in implementing its responsibilities in this area, assisting AIM in
resolving particular proxy voting issues.
HOW OFTEN DID THE BOARDS AND THEIR COMMITTEES MEET?
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.
SPECIAL
MARKET
TIMING
AUDIT COMPLIANCE GOVERNANCE INVESTMENTS LITIGATION VALUATION
BOARD COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE
----- --------- ---------- ---------- ----------- ---------- ---------
AIM CORE ALLOCATION PORTFOLIO SERIES(1) 9 6 7 8 6 1 5
AIM EQUITY FUNDS(2) 10 7 8 8 7 -0- 6
AIM FUNDS GROUP(3) 10 7 7 9 7 1 7
AIM GROWTH SERIES(3) 10 7 7 9 7 1 7
AIM INVESTMENT FUNDS(2) 10 7 8 8 7 -0- 6
AIM INVESTMENT SECURITIES FUNDS(4) 9 6 7 8 6 1 5
AIM TAX-EXEMPT FUNDS(5) 8 6 7 8 6 1 6
SHORT-TERM INVESTMENTS TRUST(1) 9 6 7 8 6 1 5
(1) Information disclosed is for the fiscal year ended August 31, 2007.
(2) Information disclosed is for the fiscal year ended October 31, 2007.
(3) Information disclosed is for the fiscal year ended December 31, 2006.
(4) Information disclosed is for the fiscal year ended July 31, 2007.
(5) Information disclosed is for the fiscal year ended March 31, 2007.
The Funds normally do not hold annual shareholders' meetings; however, to
the extent that the Funds do hold annual shareholder meetings, the trustees are
encouraged, but not required to attend such meetings.
20
HOW DO SHAREHOLDERS COMMUNICATE WITH THE BOARDS?
Each Board provides a process for shareholders to send communications to
the Board. If any shareholder wishes to communicate with a Board or with an
individual trustee, such shareholder should send his, her or its communications
to Ivy B. McLemore, Senior Vice President, Corporate Communications.
Communications made to Mr. McLemore may be communicated by telephone, e-mail or
regular mail to the following address: A I M Management Group Inc., 11 Greenway
Plaza, Suite 100, Houston, TX 77046, (713) 214-1904,
ivy.mclemore@aiminvestments.com. All shareholder communications received by Mr.
McLemore shall be promptly forwarded to the Manager of Corporate Secretarial
Services of A I M Management Group Inc. who shall then promptly forward such
shareholder communications to the individual trustee of the Fund to whom they
were addressed or to the full Board.
WHAT ARE TRUSTEES AND OFFICERS PAID FOR THEIR SERVICES?
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 trustee of other AIM Funds. Each such trustee receives a fee,
allocated among the AIM Funds for which he or she serves as a trustee, which
consists of an annual retainer and meeting fees. The Chair of the Board and
Chairs and Vice Chairs of certain committees receive additional compensation for
their services in such capacities.
Information regarding compensation paid or accrued for each trustee of the
Trusts who was not affiliated with AIM during the year ended December 31, 2006
is found in Exhibit B.
DO THE TRUSTEES HAVE A RETIREMENT PLAN?
The trustees have adopted a retirement plan for the trustees of the Trusts
who are not affiliated with AIM. The trustees have also adopted a retirement
policy that 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 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. Effective January 1, 2006, for retirements after
December 31, 2005, the retirement benefits will equal 75% of the trustee's
annual retainer paid or accrued by any Covered Fund 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 amount of the annual retirement benefit does not include additional
compensation paid for Board meeting fees or compensation paid to the Chair of
the Board and the Chairs and Vice Chairs of certain Board committees, whether
such amounts are paid directly to the trustee or deferred. The annual retirement
benefit is payable in quarterly installments for a number of years equal to the
lesser of (i) sixteen years or (ii) the number of such trustee's credited years
of service. If a trustee dies prior to receiving the full amount of retirement
benefits, the remaining payments will be made to the deceased trustee's
designated beneficiary for the same length of time that the trustee would
21
have received the payments, based on his or her service. A trustee must have
attained the age of 65 (60 in the event of death or disability) to receive any
retirement benefit. A trustee may make an irrevocable election to commence
payment of retirement benefits upon retirement from the Board before age 72,
subject to a reduction for early payment.
DO ANY TRUSTEES HAVE DEFERRED COMPENSATION AGREEMENTS?
Messrs. Crockett, Edward K. Dunn (a former trustee), Fields, Frischling,
Louis S. Sklar (a former trustee) and Drs. Mathai-Davis and Soll (for purposes
of this paragraph only, 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 and deemed to be invested in one
or more AIM Funds selected by the Deferring Trustees. 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. 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 Agreements
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.
WHO ARE THE TRUSTS' INDEPENDENT PUBLIC ACCOUNTANTS?
The Audit Committees of the Boards of AIM Core Allocation Portfolio Series,
AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM Investment Funds, AIM
Investment Securities Funds, AIM Tax-Exempt and Short-Term Investments Trust
have appointed PricewaterhouseCoopers LLP ("PwC") as each such Trust's
independent public accountants for the fiscal years ending August 31, 2008,
October 31, 2008, December 31, 2007, December 31, 2007, October 31, 2008, July
31, 2008, March 31, 2008 and August 31, 2008, respectively.
Representatives of 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 Boards of the Trusts have considered whether
the provision of the services below is compatible with maintaining the
independence of PwC.
22
WHAT DID PWC BILL THE TRUSTS?
PwC billed each Trust aggregate fees for services rendered to the Trusts
for the last two fiscal years as follows:
FEES BILLED FOR
SERVICES RENDERED
FOR FISCAL
FEES BILLED FOR SERVICES RENDERED FOR FISCAL YEAR 2007 YEAR 2006
-------------------------------------------------------------------------- -------------------
TO AIM
CORE TO AIM TO
ALLOCATION TO AIM TO AIM INVESTMENT TO AIM SHORT-TERM TO AIM TO AIM
PORTFOLIO EQUITY INVESTMENT SECURITIES TAX-EXEMPT INVESTMENTS FUNDS GROWTH
SERIES FUNDS FUNDS FUNDS FUNDS TRUST GROUP SERIES
---------- -------- ---------- ---------- ---------- ----------- -------- --------
Audit Fees $77,874 $225,022 $347,451 $361,225 $92,585 $128,555 $251,827 $295,465
Audit-Related Fees(1) 0 20,222 0 0 0 0 0 0
Tax Fees(2) 16,719 55,143 77,633 72,532 15,524 21,295 66,529 89,252
All Other Fees 0 0 0 0 0 0 0 0
------- -------- -------- -------- -------- -------- -------- --------
Aggregate Non-Audit Fees 16,719 75,365 77,633 72,532 15,524 21,295 66,529 89,252
------- -------- -------- -------- -------- -------- -------- --------
Total Fees $94,593 $300,387 $425,084 $433,757 $108,109 $149,850 $318,356 $384,717
------- -------- -------- -------- -------- -------- -------- --------
23
FEES BILLED FOR
SERVICES RENDERED
FOR FISCAL
FEES BILLED FOR SERVICES RENDERED FOR FISCAL YEAR 2006 YEAR 2005
-------------------------------------------------------------------------- -------------------
TO AIM
CORE TO AIM TO
ALLOCATION TO AIM TO AIM INVESTMENT TO AIM SHORT-TERM TO AIM TO AIM
PORTFOLIO EQUITY INVESTMENT SECURITIES TAX-EXEMPT INVESTMENTS FUNDS GROWTH
SERIES FUNDS FUNDS FUNDS FUNDS TRUST GROUP SERIES
---------- -------- ---------- ---------- ---------- ----------- -------- --------
Audit Fees $82,840 $234,833 $345,827 $352,522 $84,103 $126,365 $298,561 $292,016
Audit-Related Fees(1) 0 0 0 0 0 0 19,250 0
Tax Fees(2) 18,530 77,560 69,828 66,292 14,460 22,913 76,216 82,307
All Other Fees 0 0 0 0 0 0 0 0
-------- -------- -------- -------- ------- -------- -------- --------
Aggregate Non-Audit Fees 18,530 77,560 69,828 66,292 14,460 22,913 95,466 82,307
-------- -------- -------- -------- ------- -------- -------- --------
Total Fees $101,370 $312,393 $415,655 $418,814 $98,563 $149,278 $394,027 $374,323
-------- -------- -------- -------- ------- -------- -------- --------
(1) Audit-Related Fees for fiscal year 2007 for AIM Equity Funds and for fiscal
year 2005 for AIM Funds Group include fees billed for performing agreed
upon procedures related to reorganization transactions.
(2) Tax Fees for fiscal year 2007 for Short-Term Investments Trust and for
fiscal year 2006 for AIM Growth Series, AIM Investment Funds and AIM
Tax-Exempt Funds include fees billed for reviewing tax returns. All other
Tax Fees include fees billed for reviewing tax returns and consultation
services.
For the provision of non-audit services to each Trust, the pre-approval
requirement is waived pursuant to a de minimis exception if (i) such services
were not recognized as non-audit services by the Trust at the time of
engagement, (ii) the aggregate amount of all such services provided is no more
than 5% of the aggregate audit and non-audit fees paid by the Trust to PwC
during a fiscal year, and (iii) such services are promptly brought to the
attention of the Trust's Audit Committee and approved by the Audit Committee
prior to the completion of the audit. None of the Audit-Related Fees or Tax Fees
billed by PwC to the Trusts were provided pursuant to a waiver of the
pre-approval requirement.
WHAT DID PWC BILL AIM AND AIM AFFILIATES?
PwC did not bill any fees for non-audit services to AIM or any entity
controlling, controlled by or under common control with AIM that provides
ongoing services to the Funds for the last two fiscal years ended (i) March 31,
2007 and March 31, 2006 for AIM Tax-Exempt Funds, (ii) July 31, 2007 and July
31, 2006 for AIM Investment Securities Funds, (iii) August 31, 2007 and August
31, 2006 for AIM Core Allocation Portfolio Series and Short-Term Investments
Trust, (iv) October 31, 2007 and October 31, 2006
24
for AIM Equity Funds and AIM Investment Funds, and (v) December 31, 2006 and
December 31, 2005 for AIM Funds Group and AIM Growth Series.
The Audit Committee's Pre-Approval of Audit and Non-Audit Services Policies
and Procedures are set forth in Appendix I.
PROPOSAL 2
APPROVAL OF A NEW SUB-ADVISORY AGREEMENT
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 2?
Proposal 2 applies to the shareholders of all Funds.
WHAT AM I BEING ASKED TO APPROVE?
The Boards recommend that you approve for your Fund a new investment
sub-advisory agreement (the proposed sub-advisory agreement) between AIM and
each of AIM Funds Management Inc.; INVESCO Asset Management Deutschland, GmbH;
INVESCO Asset Management Ltd.; INVESCO Asset Management (Japan) Limited; INVESCO
Australia Limited; INVESCO Global Asset Management (N.A.), Inc.; INVESCO Hong
Kong Limited; INVESCO Institutional (N.A.), Inc.; and INVESCO Senior Secured
Management, Inc. (collectively, the "Affiliated Sub-Advisers").
The form of the proposed sub-advisory agreement for each Trust other than
AIM Core Allocation Portfolio Series ("ACAPS") is set forth in Appendix II. The
form of the proposed sub-advisory agreement for ACAPS is set forth in Appendix
III. The only difference between the form of proposed sub-advisory agreement for
ACAPS and that for the other Trusts is with respect to the proposed sub-advisory
fees, as further discussed below. Each Fund's advisory agreement with AIM
expressly permits AIM to delegate any or all of its rights, duties or
obligations under the advisory agreement to one or more sub-advisers and also
expressly permits AIM to replace sub-advisers from time to time in its
discretion, in accordance with applicable law.
HOW WILL THE PROPOSED SUB-ADVISORY AGREEMENT BENEFIT MY FUND?
The Affiliated Sub-Advisers, which have offices and personnel that are
located in financial centers around the world, have been formed in part for the
purpose of researching and compiling information and making recommendations (i)
on the markets and economies of various countries and securities of companies
located in such countries and/or (ii) on various types of investments and
investment techniques, and providing investment advisory services. AIM and the
Boards believe that the proposed sub-advisory agreement will benefit the Funds
and their shareholders by permitting AIM to utilize the additional resources and
talent of the Affiliated Sub-Advisers in managing the Funds.
Because AIM will pay all of the sub-advisory fees of the Affiliated Sub
Advisers, the proposed sub-advisory agreement will not affect the fees the Funds
pay to AIM pursuant to their advisory agreements.
25
The proposed sub-advisory agreement would allow AIM and the Funds to
receive investment advice and research services from the Affiliated Sub-Advisers
and would also permit AIM to grant one or more of the Affiliated Sub-Advisers
investment management authority for a particular Fund if AIM believes doing so
would benefit the Fund and its shareholders. The sub-advisory fees payable under
the proposed sub-advisory agreements will have no direct effect on the Funds or
their shareholders, as they are paid by AIM to the Affiliated Sub-Advisers.
AIM and the Boards believe that the proposed sub-advisory agreement, if
approved by shareholders, will provide AIM with increased flexibility in
assigning portfolio managers to the Funds and will give the Funds access to
portfolio managers and investment personnel located in other offices, including
those outside the United States, who may have more specialized expertise on
local companies, markets and economies or on various types of investments and
investment techniques. Additionally, AIM and the Boards believe that the Funds
and their shareholders may benefit from giving the Affiliated Sub-Advisers the
ability to execute portfolio transactions for the Funds from offices located
outside the United States. This ability should enable the Funds to participate
more fully in trading sessions of foreign exchanges and to react more quickly to
changing market conditions around the world.
Each Fund's current portfolio managers are disclosed in the Fund's
prospectus. Any changes to a Fund's portfolio managers also will be disclosed in
the Fund's prospectus.
WHO ARE THE PROPOSED SUB-ADVISERS?
AIM Funds Management Inc. ("AFM") is a company incorporated in the province
of Ontario and has its principal office at 5140 Yonge Street, Suite 900,
Toronto, Ontario, Canada M2N 6X7. AFM has been an investment adviser since 1994.
INVESCO Asset Management Deutschland, GmbH ("INVESCO Deutschland") is a
German corporation with limited liability and has its principal office at
Bleichstrasse 60-62, Frankfurt, Germany 60313. INVESCO Deutschland has been an
investment adviser since 1998.
INVESCO Asset Management Ltd. ("IAML") is a United Kingdom corporation and
has its principal office at 30 Finsbury Square, London, EC2A 1AG, United
Kingdom. IAML has been an investment adviser since 2001.
INVESCO Asset Management (Japan) Limited ("INVESCO Japan") is a Japanese
corporation and has its principal office at 25th Floor, Shiroyama Trust Tower,
3-1, Toranomon 4-chome, Minato-ku, Tokyo 105-6025, Japan. INVESCO Japan has been
an investment adviser since 1996.
INVESCO Australia Limited ("INVESCO Australia") is an Australian public
limited company and has its principal office at 333 Collins Street, Level 26,
Melbourne Vic 3000, Australia. INVESCO Australia has been an investment adviser
since 1983.
INVESCO Global Asset Management (N.A.), Inc. ("IGAM") is a company
incorporated in the state of Delaware and has its principal office at 1360
Peachtree Street, Suite 100, Atlanta, Georgia 30309. IGAM has been an investment
adviser since 1997.
26
INVESCO Hong Kong Limited ("INVESCO Hong Kong") is a Hong Kong corporation
and has its principal office at 32nd Floor, Three Pacific Place, 1 Queen's Road
East, Hong Kong. INVESCO Hong Kong has been an investment adviser since 1994.
INVESCO Institutional (N.A.), Inc. ("IINA") is a company incorporated in
the state of Delaware and has its principal office at One Midtown Plaza, 1360
Peachtree Street, N.E., Atlanta, Georgia 30309. IINA has been an investment
adviser since 1988.
INVESCO Senior Secured Management, Inc. ("ISSM") is a company incorporated
in the state of Delaware and has its principal office at 1166 Avenue of the
Americas, New York, New York 10036. ISSM has been as an investment adviser since
1992.
Each of the Affiliated Sub-Advisers other than INVESCO Australia currently
is registered with the SEC as an investment adviser. As required by the terms of
the proposed sub-advisory agreement, INVESCO Australia will be so registered
prior to providing any services to any of the Funds under the proposed
sub-advisory agreement.
Each of the Affiliated Sub-Advisers is an indirect wholly owned subsidiary
of INVESCO and an affiliate of AIM, the Funds' investment adviser. AIM is an
indirect wholly owned subsidiary of INVESCO. INVESCO is a Bermuda company and
has its principal office at 1360 Peachtree Street NE, Atlanta, Georgia 30309.
INVESCO and its subsidiaries comprise one of the world's largest independent
investment management organizations, with approximately $521.1 billion in assets
under management as of October 31, 2007.
A list of the names, addresses and principal occupations of the principal
executive officer and directors of each Affiliated Sub-Adviser is in Exhibit C.
WHICH TRUSTEES AND OFFICERS OF THE TRUSTS HAVE AN EQUITY INTEREST IN INVESCO OR
ARE OFFICERS AND/OR DIRECTORS OF THE AFFILIATED SUB-ADVISERS?
The following table lists the current trustees and executive officers of
the Trusts who own shares of INVESCO and/or options to purchase shares of
INVESCO. The table also lists those current trustees and executive officers of
the Trusts who are also officers and/or directors of an Affiliated Sub-Adviser.
Name and Position(s) Held with the Trusts Position Held With Affiliated Sub-Adviser(s)
- ----------------------------------------- --------------------------------------------
Martin L. Flanagan None
Trustee
Philip A. Taylor Director and officer of AFM
Trustee, President and Principal
Executive Officer of AIM Core Allocation
Portfolio Series, AIM Equity Funds, AIM
Funds Group, AIM Growth Series, AIM
Investment Funds, AIM Investment
Securities Funds and AIM Tax-Exempt
Funds; Trustee and Executive Vice
President of Short-Term Investments Trust
27
Name and Position(s) Held with the Trusts Position Held With Affiliated Sub-Adviser(s)
- ----------------------------------------- --------------------------------------------
Karen Dunn Kelley None
President and Principal Executive Officer
of AIM Treasurer's Series Trust; Vice
President of AIM Core Allocation
Portfolio Series, AIM Equity Funds, AIM
Funds Group, AIM Growth Series, AIM
Investment Funds, AIM Investment
Securities Funds and AIM Tax-Exempt Funds
Sidney M. Dilgren None
Vice President, Treasurer and Principal
Financial Officer
John M. Zerr None
Senior Vice President, Chief Legal
Officer and Secretary
Lisa O. Brinkley None
Vice President
Kevin M. Carome None
Vice President
Todd L. Spillane Chief Compliance Officer of IGAM, IINA
Chief Compliance Officer and ISSM
Lance A. Rejsek None
Anti-Money Laundering Compliance Officer
WHO IS YOUR FUND'S CURRENT SUB-ADVISER?
Certain of the Funds have an existing sub-advisory agreement in place between
AIM and one of the Affiliated Sub-Advisers (the existing sub-advisory
agreements) as follows:
Name of Fund Affiliated Sub-Adviser
- ------------ ----------------------
AIM China Fund INVESCO Hong Kong Limited
AIM Global Real Estate Fund INVESCO Institutional (N.A.), Inc.
AIM LIBOR Alpha Fund INVESCO Institutional (N.A.), Inc.
AIM International Total Return Fund INVESCO Asset Management Limited
AIM Japan Fund INVESCO Asset Management (Japan) Limited
AIM Real Estate Fund INVESCO Institutional (N.A.), Inc.
AIM Trimark Endeavor Fund AIM Funds Management Inc.
AIM Trimark Fund AIM Funds Management Inc.
AIM Trimark Small Companies Fund AIM Funds Management Inc.
Series C INVESCO Institutional (N.A.), Inc.
Series M INVESCO Institutional (N.A.), Inc.
If Proposal 2 is approved by shareholders of each of the above Funds, AIM
will terminate the existing sub-advisory agreement for each such Fund and the
proposed sub-advisory agreement will replace each existing sub-advisory
agreement. If Proposal 2 is not approved by
28
shareholders of one or more of the above Funds, the existing sub-advisory
agreement will continue in effect for each Fund that does not approve Proposal
2.
Exhibit D indicates the dates on which the applicable Affiliated
Sub-Adviser became the sub-adviser to each of the above Funds. Exhibit D also
indicates the dates on which and the purposes for which shareholders last voted
on the existing sub-advisory agreements for the above Funds. The Boards,
including a majority of the independent trustees, last approved the continuance
of the existing sub-advisory agreements for the above Funds on June 27, 2007.
WHAT ARE THE TERMS OF THE PROPOSED SUB-ADVISORY AGREEMENT?
The primary terms of the proposed sub-advisory agreement are as follows:
- The proposed sub-advisory agreement provides that AIM may, in its
discretion, appoint each Affiliated Sub-Adviser to provide one or more
of the following services: (i) investment advice to one or more of the
Funds for all or a portion of its investments; (ii) placing orders for
the purchase and sale of portfolio securities or other investments for
one or more of the Funds; or (iii) discretionary investment management
of all or a portion of the investments of one or more of the Funds.
The proposed sub-advisory agreement provides that the services and the
portion of the investments of each Fund to be advised or managed by
each Affiliated Sub-Adviser shall be as agreed from time to time by
AIM and the Affiliated Sub-Advisers. With respect to the portion of
the investments of a Fund under its management, each Affiliated
Sub-Adviser is authorized to: (i) make investment decisions on behalf
of the Fund with regard to any stock, bond, other security or
investment instrument, including but not limited to foreign
currencies, futures, options and other derivatives, and with regard to
borrowing money; (ii) place orders for the purchase and sale of
securities or other investment instruments with such brokers and
dealers as the Affiliated Sub-Adviser may select; and (iii) upon the
request of AIM, provide additional investment management services to
the Fund, including but not limited to managing the Fund's cash and
cash equivalents and lending securities on behalf of the Fund.
- Each Affiliated Sub-Adviser will agree under the proposed sub-advisory
agreement, that, in placing orders with brokers and dealers, it will
attempt to obtain the best net result in terms of price and execution.
Consistent with this obligation, each Affiliated Sub-Adviser may, in
its discretion, purchase and sell portfolio securities from and to
brokers and dealers who sell shares of the Funds or provide the Funds,
AIM's other clients, or an Affiliated Sub-Adviser's other clients with
research, analysis, advice and similar services. Each Affiliated
Sub-Adviser may pay to brokers and dealers, in return for such
research and analysis, a higher commission or spread than may be
charged by other brokers and dealers, subject to such Affiliated
Sub-Adviser determining in good faith that such commission or spread
is reasonable in terms either of the particular transaction or of the
overall responsibility of AIM and such Affiliated Sub-Adviser to the
Funds and their other clients and that the total commissions or
spreads paid by each Fund will be reasonable in relation to the
benefits to the Fund over the long term.
29
- The proposed sub-advisory agreement requires that whenever an
Affiliated Sub-Adviser simultaneously places orders to purchase or
sell the same security on behalf of a Fund and one or more other
accounts advised by such Affiliated Sub-Adviser, such orders will be
allocated as to price and amount among all such accounts in a manner
believed to be equitable to each account.
- The proposed sub-advisory agreement permits each Affiliated
Sub-Adviser to perform any of all of the services contemplated by the
proposed sub-advisory agreement, including but not limited to
providing investment advice to the Funds and placing orders for the
purchase and sale of portfolio securities for the Funds, directly or
through such of its subsidiaries or other affiliates, including each
of the other Affiliated Sub-Advisers, as such Affiliated Sub-Adviser
determines.
- The proposed sub-advisory agreement requires that, in all matters
relating to its performance, each Affiliated Sub-Adviser act in
conformity with the Agreements and Declarations of Trust, By-Laws and
Registration Statements of the Trusts and with the instructions and
directions of AIM and the Boards and that each Affiliated Sub-Adviser
comply with the requirements of the 1940 Act, the rules, regulations,
exemptive orders and no-action positions thereunder, and all other
applicable laws and regulations.
- The proposed sub-advisory agreement provides that, to the extent an
Affiliated Sub-Adviser provides only investment advice or trading
services to AIM and the Funds, it will do so for no compensation from
either AIM or the Funds.
- For each Trust other than ACAPS: The proposed sub-advisory agreement
for each Trust other than ACAPS provides that, to the extent an
Affiliated Sub-Adviser manages a portion of a Fund's investments, the
fee that AIM will pay such Affiliated Sub-Adviser, computed daily and
paid monthly, will equal (i) 40% of the monthly compensation that AIM
receives from the applicable Trust pursuant to its advisory agreement
with such Trust, multiplied by (ii) a fraction equal to the net assets
of such Fund as to which the Affiliated Sub-Adviser shall have
provided discretionary investment management services for that month
divided by the net assets of such Fund for that month. In no event
shall the aggregate monthly fees paid to the Affiliated Sub-Advisers
under the proposed sub-advisory agreement for each Trust other than
ACAPS exceed 40% of the monthly compensation AIM receives from the
applicable Trust pursuant to its advisory agreement with the Trust, as
reduced to reflect contractual or voluntary fee waivers or expense
limitations by AIM, if any. The proposed sub-advisory agreement for
each Trust other than ACAPS further provides that if, for any fiscal
year of a Trust, the amount of the advisory fee that a Fund would
otherwise be obligated to pay to AIM is reduced because of contractual
or voluntary fee waivers or expense limitations by AIM, the fee
payable to each Affiliated Sub-Adviser will be reduced
proportionately; and to the extent that AIM reimburses a Fund as a
result of such expense limitations, such Affiliated Sub-Adviser will
reimburse AIM for such reimbursement payments in the same proportion
that the fee payable to such Affiliated Sub-Adviser bears to the
advisory fee.
- For ACAPS: The proposed sub-advisory agreement for ACAPS provides
that, to the extent an Affiliated Sub-Adviser manages a portion of a
Fund's investments, the fee
30
that AIM will pay such Affiliated Sub-Adviser, computed daily and paid
monthly, will equal (i) the annual rate of 0.11% of the average daily
net asset value of each Fund, multiplied by (ii) a fraction equal to
the net assets of such Fund as to which the Affiliated Sub-Adviser
shall have provided discretionary investment management services for
that month divided by the net assets of such Fund for that month. In
no event shall the aggregate annual fees paid to the Affiliated
Sub-Advisers under the proposed sub-advisory agreement for ACAPS
exceed the annual rate of 0.11% of the daily net asset value of each
Fund.
- The proposed sub-advisory agreement requires each Affiliated
Sub-Adviser to maintain all books and records of the securities
transactions of the Funds in compliance with the requirements of the
federal securities laws and to furnish the Boards and AIM with
periodic and special reports as the Boards or AIM reasonably may
request.
- The proposed sub-advisory agreement requires each Sub-Adviser to
maintain compliance procedures for the Funds that it and AIM
reasonably believe are adequate to ensure compliance with the federal
securities laws and the investment objective(s) and policies as stated
in the Funds' prospectuses and statements of additional information.
- The proposed sub-advisory agreement requires each Affiliated
Sub-Adviser at its expense to make available to the Boards and AIM at
reasonable times its portfolio managers and other appropriate
investment personnel, either in person or, at the mutual convenience
of AIM and the Affiliated Sub-Adviser, by telephone, in order to
review the investment policies, performance and other investment
related information regarding the Funds and to consult with the Boards
and AIM regarding the Funds' investment affairs, including economic,
statistical and investment matters related to the Affiliated
Sub-Adviser's duties, and to provide periodic reports to AIM relating
to the investment strategies it employs.
- The proposed sub-advisory agreement requires each Affiliated
Sub-Adviser to assist in the fair valuation of portfolio securities
held by the Funds.
- The proposed sub-advisory agreement requires each Affiliated
Sub-Adviser, upon AIM's request, to review draft reports to
shareholders and other documents and provide comments on a timely
basis.
- The proposed sub-advisory agreement includes an express representation
and warranty by each Affiliated Sub-Adviser that it has adopted a code
of ethics meeting the requirements of applicable law.
- The proposed sub-advisory agreement requires each Affiliated
Sub-Adviser, unless otherwise directed by AIM or the Boards, to vote
all proxies received in accordance with AIM's proxy voting policy or,
if the Affiliated Sub-Adviser has a proxy voting policy approved by
the Boards, such Affiliated Sub-Adviser's proxy voting policy.
- The proposed sub-advisory agreement requires each Affiliated
Sub-Adviser to provide the Funds' custodian on each business day with
information relating to all transactions concerning the assets of the
Funds.
31
- The proposed sub-advisory agreement provides that AIM and each
Affiliated Sub-Adviser have signed one sub-advisory agreement for
administrative convenience to avoid a multiplicity of documents, but
that it is understood and agreed that the proposed sub-advisory
agreement shall constitute a separate sub-advisory agreement between
AIM and each Sub-Adviser with respect to each Fund.
The proposed sub-advisory agreement will continue from year to year for
your Fund only if continuance is specifically approved at least annually by (i)
your Board or the vote of a majority of the outstanding voting securities (as
defined in the 1940 Act) of your Fund, and (ii) the vote of a majority of
independent trustees cast at a meeting called for that purpose. The proposed
sub-advisory agreement is terminable for any Fund or any Affiliated Sub-Adviser:
(i) by vote of the applicable Board or by a vote of a majority of the
outstanding voting securities of such Fund(s) on sixty days' written notice to
such Affiliated Sub-Adviser(s); or (ii) by AIM on sixty days' written notice to
such Affiliated Sub-Adviser(s); or (iii) by an Affiliated Sub-Adviser on sixty
days' written notice to the applicable Trust. Should the proposed sub-advisory
agreement be terminated for an Affiliated Sub-Adviser, AIM will assume the
duties and responsibilities of such Affiliated Sub-Adviser unless and until AIM
appoints another Affiliated Sub-Adviser to perform such duties and
responsibilities. In addition, the proposed sub-advisory agreement will
terminate automatically if assigned.
HOW DO THE TERMS OF THE EXISTING SUB-ADVISORY AGREEMENTS DIFFER FROM THOSE OF
THE PROPOSED SUB-ADVISORY AGREEMENT?
Certain of the Funds have existing sub-advisory agreements in place between
AIM and one of the Affiliated Sub-Advisers as described in "Who Is Your Fund's
Current Sub-Adviser?" Although certain terms and provisions in the proposed
sub-advisory agreement and the existing sub-advisory agreements are described
slightly differently, there are few substantive differences between them. The
primary differences between the existing sub-advisory agreements and the
proposed sub-advisory agreement are as follows:
- For each Trust other than ACAPS: The proposed sub-advisory agreement
replaces the applicable single Affiliated Sub-Adviser for your Fund
with the full slate of nine Affiliated Sub-Advisers as the
sub-advisers for your Fund. In addition, the compensation payable to
the applicable Affiliated Sub-Advisers under the existing sub-advisory
agreements is 40% of the compensation paid by the applicable Trust to
AIM pursuant to its advisory agreement with the Trust, while the
proposed advisory agreement divides this same 40% rate among those
Affiliated Sub-Advisers who provided discretionary investment
management services to the applicable Fund during a particular month.
- For ACAPS: The proposed sub-advisory agreement for ACAPS replaces the
applicable single Affiliated Sub-Adviser for your Fund with the full
slate of nine Affiliated Sub-Advisers as the sub-advisers for your
Fund. In addition, the compensation payable to the applicable
Affiliated Sub-Advisers under the existing sub-advisory agreements for
ACAPS is 0.11% of the average daily net asset value of each Fund,
while the proposed advisory agreement for ACAPS divides this same
0.11% rate among those
32
Affiliated Sub-Advisers who provided discretionary investment
management services to the applicable Fund during a particular month.
- The proposed sub-advisory agreement provides that AIM may, in its
discretion, appoint each Affiliated Sub-Adviser to provide one or more
of the following services: (i) investment advice to one or more of the
Funds for all or a portion of its investments; (ii) placing orders for
the purchase and sale of portfolio securities or other investments for
one or more of the Funds; or (iii) discretionary investment management
of all or a portion of the investments of one or more of the Funds.
The proposed sub-advisory agreement provides that the services and the
portion of the investments of each Fund to be advised or managed by
each Affiliated Sub Adviser shall be as agreed from time to time by
AIM and the Affiliated Sub-Advisers. The existing sub-advisory
agreements provide that the applicable Affiliated Sub-Advisers will
provide a continuous investment program to all or a portion of the
investments of the applicable Fund. Therefore, while both the existing
sub-advisory agreements and the proposed sub-advisory agreement permit
AIM to retain the right to manage all or some of the Funds'
investments, the proposed sub-advisory agreement will also permit AIM
to appoint multiple Affiliated Sub-Advisers to manage different
portions of each Fund's investments and to change such appointments
from time to time at AIM's discretion. The proposed sub-advisory
agreement also makes it clear that AIM and the Funds may obtain from
time to time from each Affiliated Sub-Adviser investment advice,
including factual information, research reports and investment
recommendations, and trading services.
- The proposed sub-advisory agreement revises the compensation section
to clarify that the only fees payable to the Affiliated Sub-Advisers
thereunder are for providing discretionary investment management
services to the Funds.
- The proposed sub-advisory agreement adds express requirements of the
Affiliated Sub-Advisers regarding access to portfolio managers, fair
valuation, document review, codes of ethics and proxy voting (as
discussed in more detail above under the heading "What Are the Terms
of the Proposed Sub-Advisory Agreement?")
- The proposed sub-advisory agreement permits each Affiliated
Sub-Adviser to perform any of all of the services contemplated by the
proposed sub-advisory agreement, including but not limited to
providing investment advice to the Funds and placing orders for the
purchase and sale of portfolio securities or other investments for the
Funds, directly or through such of its subsidiaries or other
affiliates, including each of the other Affiliated Sub-Advisers, as
such Affiliated Sub-Adviser determines.
WHAT FEES ARE CHARGED BY THE PROPOSED SUB-ADVISERS FOR SIMILAR FUNDS THEY
ADVISE?
The sub-advisory fees paid to IINA for serving as sub-adviser to other
mutual funds with similar investment objectives as AIM Global Real Estate Fund
and AIM Real Estate Fund are set forth in Exhibit E. The other Affiliated
Sub-Advisers do not serve as adviser or sub-adviser to any mutual funds with
similar investment objectives as any other Funds.
33
WHAT FACTORS DID THE TRUSTEES CONSIDER IN APPROVING THE PROPOSED SUB-ADVISORY
AGREEMENT?
At in-person meetings held on December 12-13, 2007, the Boards, including a
majority of the independent trustees, voting separately, approved the proposed
sub-advisory agreement for each Fund, effective on or about May 1, 2008. In so
doing, the Boards determined that the proposed sub-advisory agreement is in the
best interests of each Fund and its shareholders and that the compensation to
the Affiliated Sub-Advisers under the proposed sub-advisory agreement is fair
and reasonable.
The independent trustees met separately during their evaluation of the
proposed sub-advisory agreement with independent legal counsel from whom they
received independent legal advice, and the independent trustees also received
assistance during their deliberations from the independent Senior Officer, a
full-time officer of the AIM Funds who reports directly to the independent
trustees. The proposed sub-advisory agreement was considered separately for each
Fund, although the Boards also considered the common interests of all of the AIM
Funds in their deliberations. The Boards comprehensively considered all of the
information provided to them and did not identify any particular factor that was
controlling. Furthermore, each trustee may have evaluated the information
provided differently from one another and attributed different weight to the
various factors.
Set forth below is a discussion of the material factors and related
conclusions that formed the basis for the Boards' approval of the proposed
sub-advisory agreement for each Fund. The Boards reached their conclusions after
careful discussion and analysis. The Boards believe that they have carefully and
thoroughly examined the pertinent issues and alternatives. In recommending that
you approve the proposed sub-advisory agreement, the Boards and the independent
trustees have considered what they believe to be in your best interests.
A. Nature, Extent and Quality of Services to be Provided by the
Affiliated Sub-Advisers
All Funds: The Boards reviewed the services to be provided by the
Affiliated Sub-Advisers under the proposed sub-advisory agreement and the
credentials and experience of the officers and employees of the Affiliated
Sub-Advisers who will provide these services. The Boards concluded that the
nature, extent and quality of the services to be provided by the Affiliated
Sub-Advisers were appropriate. The Boards noted that the Affiliated
Sub-Advisers, which have offices and personnel that are geographically dispersed
in financial centers around the world, have been formed in part for the purpose
of researching and compiling information and making recommendations on the
markets and economies of various countries and securities of companies located
in such countries or on various types of investments and investment techniques,
and providing investment advisory services. The Boards concluded that the
proposed sub-advisory agreement will benefit the Funds and their shareholders by
permitting AIM to utilize the additional resources and talent of the Affiliated
Sub-Advisers in managing the Funds.
34
B. Fund Performance
All Funds Other Than AIM China Fund, AIM Global Real Estate Fund, AIM LIBOR
Alpha Fund, AIM International Total Return Fund, AIM Japan Fund, AIM Real Estate
Fund, AIM Trimark Endeavor Fund, AIM Trimark Fund, AIM Trimark Small Companies
Fund, Series C and Series M (for which an Affiliated Sub-Adviser currently
serves as sub-adviser): The Board did not view Fund performance as a relevant
factor in considering whether to approve the proposed sub-advisory agreement for
each Fund, as no Affiliated Sub-Adviser currently serves as sub-adviser to each
Fund.
AIM China Fund: The Board did view Fund performance as a relevant factor in
considering whether to approve the proposed sub-advisory agreement for the Fund,
as one of the Affiliated Sub-Advisers currently serves as the sub-adviser to the
Fund. The Board noted that the Fund has not been in operation for a full
calendar year. The Board also considered the steps AIM has taken over the last
several years to improve the quality and efficiency of the services that AIM
provides to the AIM Funds. The Board concluded that AIM continues to be
responsive to the Board's focus on fund performance.
AIM Global Real Estate Fund: The Board did view Fund performance as a
relevant factor in considering whether to approve the proposed sub-advisory
agreement for the Fund, as one of the Affiliated Sub-Advisers currently serves
as the sub-adviser to the Fund. The Board noted that the Fund recently began
operations and that only one calendar year of comparative performance data was
available. The Board compared the Fund's performance during the past calendar
year to the performance of funds in the Fund's Lipper peer group that are not
managed by AIM, and against the performance of all funds in the Lipper Real
Estate Funds Index. The Board also reviewed the methodology used by Lipper to
identify the Fund's peers. The Board noted that the Fund's performance was above
the median performance of its peers for the one year period. The Board noted
that the Fund's performance was above the performance of the Index for the one
year period. The Board also considered the steps AIM has taken over the last
several years to improve the quality and efficiency of the services that AIM
provides to the AIM Funds. The Board concluded that AIM continues to be
responsive to the Board's focus on fund performance. The Board also reviewed
more recent Fund performance and this review did not change their conclusions.
AIM LIBOR Alpha Fund: The Board did view Fund performance as a relevant
factor in considering whether to approve the proposed sub-advisory agreement for
the Fund, as one of the Affiliated Sub-Advisers currently serves as the
sub-adviser to the Fund. The Board noted that the Fund has not been in operation
for a full calendar year. The Board also considered the steps AIM has taken over
the last several years to improve the quality and efficiency of the services
that AIM provides to the AIM Funds. The Board concluded that AIM continues to be
responsive to the Board's focus on fund performance.
AIM International Total Return Fund: The Board did view Fund performance as
a relevant factor in considering whether to approve the proposed sub-advisory
agreement for the Fund, as one of the Affiliated Sub-Advisers currently serves
as the sub-adviser to the Fund. The Board noted that the Fund has not been in
operation for a full calendar year. The Board also considered the steps AIM has
taken over the last several years to improve the quality and
35
efficiency of the services that AIM provides to the AIM Funds. The Board
concluded that AIM continues to be responsive to the Board's focus on fund
performance.
AIM Japan Fund: The Board did view Fund performance as a relevant factor in
considering whether to approve the proposed sub-advisory agreement for the Fund,
as one of the Affiliated Sub-Advisers currently serves as the sub-adviser to the
Fund. The Board noted that the Fund has not been in operation for a full
calendar year. The Board also considered the steps AIM has taken over the last
several years to improve the quality and efficiency of the services that AIM
provides to the AIM Funds. The Board concluded that AIM continues to be
responsive to the Board's focus on fund performance
AIM Real Estate Fund: The Board did view Fund performance as a relevant
factor in considering whether to approve the proposed sub-advisory agreement for
the Fund, as one of the Affiliated Sub-Advisers currently serves as the
sub-adviser to the Fund. The Board compared the Fund's performance during the
past one, three and five calendar years to the performance of funds in the
Fund's Lipper peer group that are not managed by AIM, and against the
performance of all funds in the Lipper Real Estate Funds Index. The Board also
reviewed the methodology used by Lipper to identify the Fund's peers. The Board
noted that the Fund's performance was comparable to the median performance of
its peers for the one, three and five year periods. The Board noted that the
Fund's performance was above the performance of the Index for the one, three and
five year periods. The Board also considered the steps AIM has taken over the
last several years to improve the quality and efficiency of the services that
AIM provides to the AIM Funds. The Board concluded that AIM continues to be
responsive to the Board's focus on fund performance. The Board also reviewed
more recent Fund performance and this review did not change their conclusions.
AIM Trimark Endeavor Fund: The Board did view Fund performance as a
relevant factor in considering whether to approve the proposed sub-advisory
agreement for the Fund, as one of the Affiliated Sub-Advisers currently serves
as the sub-adviser to the Fund. The Board compared the Fund's performance during
the past one and three calendar years to the performance of funds in the Fund's
Lipper peer group that are not managed by AIM, and against the performance of
all funds in the Lipper Mid-Cap Core Funds Index. The Board also reviewed the
methodology used by Lipper to identify the Fund's peers. The Board noted that
the Fund's performance was above the median performance of its peers for the one
and three year periods. The Board noted that the Fund's performance was above
the performance of the Index for the one and three year periods. The Board also
considered the steps AIM has taken over the last several years to improve the
quality and efficiency of the services that AIM provides to the AIM Funds. The
Board concluded that AIM continues to be responsive to the Board's focus on fund
performance. The Board also reviewed more recent Fund performance and this
review did not change their conclusions.
AIM Trimark Fund: The Board did view Fund performance as a relevant factor
in considering whether to approve the proposed sub-advisory agreement for the
Fund, as one of the Affiliated Sub-Advisers currently serves as the sub-adviser
to the Fund. The Board compared the Fund's performance during the past one and
three calendar years to the performance of funds in the Fund's Lipper peer group
that are not managed by AIM, and against the performance of all funds in the
Lipper Global Multi-Cap Core Funds Index. The Board also reviewed the
36
methodology used by Lipper to identify the Fund's peers. The Board noted that
the Fund's performance was comparable to the median performance of its peers for
the one year period, and below such performance for the three year period. The
Board noted that the Fund's performance was above the performance of the Index
for the one year period, and comparable to such Index for the three year period.
The Board also considered the steps AIM has taken over the last several years to
improve the quality and efficiency of the services that AIM provides to the AIM
Funds. The Board concluded that AIM continues to be responsive to the Board's
focus on fund performance. The Board also reviewed more recent Fund performance
and this review did not change their conclusions.
AIM Trimark Small Companies Fund: The Board did view Fund performance as a
relevant factor in considering whether to approve the proposed sub-advisory
agreement for the Fund, as one of the Affiliated Sub-Advisers currently serves
as the sub-adviser to the Fund. The Board compared the Fund's performance during
the past one and three calendar years to the performance of funds in the Fund's
Lipper peer group that are not managed by AIM, and against the performance of
all funds in the Lipper Small-Cap Core Funds Index. The Board also reviewed the
methodology used by Lipper to identify the Fund's peers. The Board noted that
the Fund's performance was comparable to the median performance of its peers for
the one year period, and above such performance for the three year period. The
Board noted that the Fund's performance was comparable to the performance of the
Index for the one year period, and above such Index for the three year period.
The Board also considered the steps AIM has taken over the last several years to
improve the quality and efficiency of the services that AIM provides to the AIM
Funds. The Board concluded that AIM continues to be responsive to the Board's
focus on fund performance. The Board also reviewed more recent Fund performance
and this review did not change their conclusions.
Series C: The Board did view Fund performance as a relevant factor in
considering whether to approve the proposed sub-advisory agreement for the Fund,
as one of the Affiliated Sub-Advisers currently serves as the sub-adviser to the
Fund. The Board noted that the Fund recently began operations and that only one
calendar year of comparative performance data was available. The Board compared
the Fund's performance during the past calendar year to the performance of funds
in the Fund's Lipper peer group that are not managed by AIM, and against the
performance of all funds in the Lehman US Credit Index. The Board also reviewed
the methodology used by Lipper to identify the Fund's peers. The Board noted
that the Fund's performance was comparable to the median performance of its
peers for the one year period. The Board noted that the Fund's performance was
comparable to the performance of the Index for the one year period. The Board
also considered the steps AIM has taken over the last several years to improve
the quality and efficiency of the services that AIM provides to the AIM Funds.
The Board concluded that AIM continues to be responsive to the Board's focus on
fund performance. The Board also reviewed more recent Fund performance and this
review did not change their conclusions.
Series M: The Board did view Fund performance as a relevant factor in
considering whether to approve the proposed sub-advisory agreement for the Fund,
as one of the Affiliated Sub-Advisers currently serves as the sub-adviser to the
Fund. The Board noted that the Fund recently began operations and that only one
calendar year of comparative performance data was available. The Board compared
the Fund's performance during the past calendar year to the
37
performance of funds in the Fund's Lipper peer group that are not managed by
AIM, and against the performance of all funds in the Lehman Mortgage Index. The
Board also reviewed the methodology used by Lipper to identify the Fund's peers.
The Board noted that the Fund's performance was below the median performance of
its peers for the one year period. The Board noted that the Fund's performance
was below the performance of the Index for the one year period. The Board also
considered the steps AIM has taken over the last several years to improve the
quality and efficiency of the services that AIM provides to the AIM Funds. The
Board concluded that AIM continues to be responsive to the Board's focus on fund
performance. The Board also reviewed more recent Fund performance and this
review did not change their conclusions.
C. Sub-Advisory Fees
All Funds: The Boards considered the services to be provided by the
Affiliated Sub-Advisers pursuant to the proposed sub-advisory agreement and the
services to be provided by AIM pursuant to each Fund's advisory agreement, as
well as the allocation of fees between AIM and the Affiliated Sub-Advisers
pursuant to the proposed sub-advisory agreement. The Boards noted that the
sub-advisory fees have no direct effect on the Funds or their shareholders, as
they are paid by AIM to the Affiliated Sub-Advisers, and that AIM and the
Affiliated Sub-Advisers are affiliates. After taking account of each Fund's
contractual sub-advisory fee rate, as well as other relevant factors, the Boards
concluded that each Fund's sub-advisory fees were fair and reasonable.
D. Financial Resources of the Affiliated Sub-Advisers
All Funds: The Boards considered whether each Affiliated Sub-Adviser is
financially sound and has the resources necessary to perform its obligations
under the proposed sub-advisory agreement, and concluded that each Affiliated
Sub-Adviser has the financial resources necessary to fulfill these obligations.
WHEN WILL PROPOSAL 2 BE IMPLEMENTED?
If Proposal 2 is approved, the proposed sub-advisory agreement will become
effective for each Fund, with respect to each Affiliated Sub-Adviser other than
INVESCO Australia, on or about May 1, 2008. If Proposal 2 is approved, the
proposed sub-advisory agreement will become effective for each Fund, with
respect to INVESCO Australia, on the later of on or about May 1, 2008 and the
date that INVESCO Australia is registered with the SEC as an investment adviser,
if INVESCO Australia is not so registered on or about May 1, 2008. Unless
terminated sooner by its terms, the proposed sub-advisory agreement for each
Fund will expire, unless continued by the applicable Board, on June 30, 2009.
For Funds that have existing sub-advisory agreements in place with an
Affiliated Sub-Adviser, if Proposal 2 is approved by shareholders of such Funds,
AIM will terminate the existing sub-advisory agreements and the proposed
sub-advisory agreement will replace each existing sub-advisory agreement, all
effective on or about May 1, 2008. If Proposal 2 is not approved by shareholders
of one or more of the Funds that have existing sub-advisory
38
agreements with an Affiliated Sub-Adviser, the existing sub-advisory agreement
will continue in effect for each such Fund.
WHAT IS THE BOARDS' RECOMMENDATION ON PROPOSAL 2?
Each Board, including the independent trustees of each Board, unanimously
recommends that you vote "FOR" Proposal 2.
PROPOSAL 3
APPROVAL OF AN AMENDMENT TO THE AGREEMENT AND DECLARATION OF
TRUST TO PERMIT THE BOARDS TO TERMINATE A TRUST, FUND OR CLASS
WITHOUT A SHAREHOLDER VOTE
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 3?
Proposal 3 applies to the shareholders of all Funds.
WHAT AM I BEING ASKED TO APPROVE?
Each Trust and Fund is governed by an Amended and Restated Agreement and
Declaration of Trust, as amended ("Declaration of Trust"), and Amended and
Restated Bylaws, as amended. Currently under each Declaration of Trust, a Trust,
a Fund or share class of a Fund may be terminated by: (i) a shareholder vote of
the Trust or the affected Fund or share class, respectively; or (ii) if there
are fewer than 100 shareholders of record of a Trust, Fund or share class, the
trustees of the Trust.
The Boards recommend that you approve for your Trust an amendment to the
Declaration of Trust that would eliminate the requirement that shareholders
approve the termination of a Trust, a Fund or share class if there are 100 or
more holders of record of such Trust, a Fund or share class. Therefore, if
Proposal 3 is approved, the Board of each Trust will be able to terminate the
Trust, any Fund within the Trust or any share class of such a Fund without
incurring the expense of obtaining shareholder approval, regardless of the
number of shareholders of record.
Exhibit F sets forth the current text of the first paragraph of Section 6.1
of Article VI of each Declaration of Trust. Section 6.1(iii) is the provision of
the Declaration of Trust that requires a shareholder vote in order to approve
the termination of a Trust, Fund or share class if there are 100 or more holders
of record of such Trust, Fund or share class. Section 6.1(vi) requires a
shareholder vote in order to amend any portion of Section 6.1. Therefore, you
are being asked to approve an amendment to Section 6.1 of each Trust's
Declaration of Trust that would replace the first paragraph of existing Section
6.1 in its entirety with the following:
"Section 6.1 Voting Powers. The Shareholders shall have power to vote only
to: (i) elect Trustees, provided that a meeting of Shareholders has been
called for that purpose; (ii) remove Trustees, provided that a meeting of
Shareholders has been called for that purpose; (iii) approve the sale of
all or substantially all the
39
assets of the Trust or any Portfolio or Class, unless the primary purpose
of such sale is to change the Trust's domicile or form of organization or
form of statutory trust; (iv) approve the merger or consolidation of the
Trust or any Portfolio or Class with and into another Company or with and
into any Portfolio or Class of the Trust, unless (A) the primary purpose of
such merger or consolidation is to change the Trust's domicile or form of
organization or form of statutory trust, or (B) after giving effect to such
merger or consolidation, based on the number of Outstanding Shares as of a
date selected by the Trustees, the Shareholders of the Trust or such
Portfolio or Class will have a majority of the outstanding shares of the
surviving Company or Portfolio or Class thereof, as the case may be; (v)
approve any amendment to this Article VI, Section 6.1; and (vi) approve
such additional matters as may be required by law or as the Trustees, in
their sole discretion, shall determine."
HOW WILL THE PROPOSED CHANGE BENEFIT MY FUND?
Elimination of the shareholder approval requirement to terminate a Trust, a
Fund or share class of a Fund gives each Board the flexibility to terminate a
Trust, a Fund or share class of a Fund if circumstances warrant without the
commensurate expense of seeking a shareholder vote. Such circumstances may
include, among others, an inability to market a Fund in current economic
conditions or when the costs of managing a Fund exceed any benefits its
shareholders may receive. Neither state law nor the 1940 Act require shareholder
approval prior to the termination of a Trust, a Fund or share class. The Boards
would terminate a Trust, a Fund or share class only if they found that doing so
was in the best interests of the shareholders of such Trust, Fund or share
class, as applicable.
In the event a Board were to terminate a Trust, a Fund or share class,
shareholders would receive notice prior to such termination.
WHEN WILL PROPOSAL 3 BE IMPLEMENTED?
If Proposal 3 is approved, the amendment to the Trusts' Declarations of
Trust will become effective on or about May 1, 2008.
WHAT IS THE BOARDS' RECOMMENDATION ON PROPOSAL 3?
Each Board, including the independent trustees of each Board, unanimously
recommends that you vote "FOR" Proposal 3.
PENDING LITIGATION
Civil lawsuits, including a regulatory proceeding and purported class
action and shareholder derivative suits, have been filed against certain of the
AIM Funds, AIM, INVESCO Funds Group, Inc. ("IFG"), A I M Distributors, Inc.
("ADI") and/or related entities and individuals, depending on the lawsuit,
alleging among other things: (i) that the defendants permitted improper market
timing and related activity in the AIM Funds; and (ii) that certain
40
AIM Funds inadequately employed fair value pricing. Additional civil lawsuits
related to the above or other matters may be filed by regulators or private
litigants against the AIM Funds, IFG, AIM, ADI and/or related entities and
individuals in the future.
You can find more detailed information concerning all of the above matters,
including the parties to the civil lawsuits and summaries of the various
allegations and remedies sought in such lawsuits, in the Funds' public filings
with the SEC and on AIM's internet website (http://www.aiminvestments.com).
As a result of the matters discussed above, investors in the AIM Funds
might react by redeeming their investments. This might require the funds to sell
investments to provide for sufficient liquidity and could also have an adverse
effect on the investment performance of the AIM Funds.
ADDITIONAL INFORMATION
WHO IS THE FUNDS' INVESTMENT ADVISER AND ADMINISTRATOR?
A I M Advisors, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas
77046-1173, is the investment adviser and administrator for the Funds.
WHO ARE THE FUNDS' CURRENT SUB-ADVISERS?
AIM Funds Management Inc., 5140 Yonge Street, Suite 900, Toronto, Ontario
M2N 6X7 is the sub-adviser for AIM Trimark Endeavor Fund, AIM Trimark Fund and
AIM Trimark Small Companies Fund.
INVESCO Asset Management (Japan) Limited, 25th Floor, Shiroyama Trust
Tower, 3-1, Toranomon 4-chome, Minato-ku, Tokyo 105-6025, Japan is the
sub-adviser for AIM Japan Fund.
INVESCO Asset Management Limited, 30 Finsbury Square, London, EC2A 1AG,
United Kingdom is the sub-adviser for AIM International Total Return Fund.
INVESCO Hong Kong Limited, 32nd Floor, Three Pacific Place, 1 Queen's Road
East, Hong Kong is the sub-adviser for AIM China Fund.
INVESCO Institutional (N.A.), Inc., One Midtown Plaza, 1360 Peachtree
Street, N.E. Atlanta, Georgia 30309, is the sub-adviser for Series C, Series M,
AIM Global Real Estate Fund, AIM LIBOR Alpha Fund and AIM Real Estate Fund.
WHO IS THE FUNDS' PRINCIPAL UNDERWRITER?
A I M Distributors, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas
77046-1173, is the principal underwriter for each Fund.
41
WHO ARE THE OFFICERS OF THE TRUSTS?
Information regarding the current officers of the Trusts can be found in
Exhibit G.
HOW MANY SHARES OF THE FUNDS DOES MANAGEMENT OWN?
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 H.
DOES ANYONE OWN MORE THAN 5% OF A FUND?
A list of the name, address and percent ownership of each person who, as of
October 31, 2007, 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 I.
DO TRUSTEES OWN SHARES OF THE FUNDS?
The dollar range of equity securities beneficially owned by each trustee
and nominee as of October 31, 2007 (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 J.
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APPENDIX I
PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
POLICIES AND PROCEDURES
As adopted by the Audit Committees of
the AIM Funds (the "Funds")
Last Amended September 18, 2006
I. STATEMENT OF PRINCIPLES
Under the Sarbanes-Oxley Act of 2002 and rules adopted by the Securities and
Exchange Commission ("SEC") ("Rules"), the Audit Committees of the Funds' (the
"Audit Committee") Board of Trustees (the "Board") are responsible for the
appointment, compensation and oversight of the work of independent accountants
(an "Auditor"). As part of this responsibility and to assure that the Auditor's
independence is not impaired, the Audit Committees pre-approve the audit and
non-audit services provided to the Funds by each Auditor, as well as all
non-audit services provided by the Auditor to the Funds' investment adviser and
to affiliates of the adviser that provide ongoing services to the Funds
("Service Affiliates") if the services directly impact the Funds' operations or
financial reporting. The SEC Rules also specify the types of services that an
Auditor may not provide to its audit client. The following policies and
procedures comply with the requirements for pre-approval and provide a mechanism
by which management of the Funds may request and secure pre-approval of audit
and non-audit services in an orderly manner with minimal disruption to normal
business operations.
Proposed services either may be pre-approved without consideration of specific
case-by-case services by the Audit Committees ("general pre-approval") or
require the specific pre-approval of the Audit Committees ("specific
pre-approval"). As set forth in these policies and procedures, unless a type of
service has received general pre-approval, it will require specific pre-approval
by the Audit Committees. Additionally, any fees exceeding 110% of estimated
pre-approved fee levels provided at the time the service was pre-approved will
also require specific approval by the Audit Committees before payment is made.
The Audit Committees will also consider the impact of additional fees on the
Auditor's independence when determining whether to approve any additional fees
for previously pre-approved services.
The Audit Committees will annually review and generally pre-approve the services
that may be provided by each Auditor without obtaining specific pre-approval
from the Audit Committee. The term of any general pre-approval runs from the
date of such pre-approval through September 30th of the following year, unless
the Audit Committees consider a different period and state otherwise. The Audit
Committees will add to or subtract from the list of general pre-approved
services from time to time, based on subsequent determinations.
The purpose of these policies and procedures is to set forth the guidelines to
assist the Audit Committees in fulfilling their responsibilities.
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II. DELEGATION
The Audit Committees may from time to time delegate pre-approval authority to
one or more of its members who are Independent Trustees. All decisions to
pre-approve a service by a delegated member shall be reported to the Audit
Committee at its next quarterly meeting.
III. AUDIT SERVICES
The annual audit services engagement terms will be subject to specific
pre-approval of the Audit Committees. Audit services include the annual
financial statement audit and other procedures such as tax provision work that
is required to be performed by the independent auditor to be able to form an
opinion on the Funds' financial statements. The Audit Committee will obtain,
review and consider sufficient information concerning the proposed Auditor to
make a reasonable evaluation of the Auditor's qualifications and independence.
In addition to the annual Audit services engagement, the Audit Committees may
grant either general or specific pre-approval of other audit services, which are
those services that only the independent auditor reasonably can provide. Other
Audit services may include services such as issuing consents for the inclusion
of audited financial statements with SEC registration statements, periodic
reports and other documents filed with the SEC or other documents issued in
connection with securities offerings.
IV. NON-AUDIT SERVICES
The Audit Committees may provide either general or specific pre-approval of any
non-audit services to the Funds and its Service Affiliates if the Audit
Committees believe that the provision of the service will not impair the
independence of the Auditor, is consistent with the SEC's Rules on auditor
independence, and otherwise conforms to the Audit Committee's general principles
and policies as set forth herein.
AUDIT-RELATED SERVICES
"Audit-related services" are assurance and related services that are reasonably
related to the performance of the audit or review of the Fund's financial
statements or that are traditionally performed by the independent auditor.
Audit-related services include, among others, accounting consultations related
to accounting, financial reporting or disclosure matters not classified as
"Audit services"; assistance with understanding and implementing new accounting
and financial reporting guidance from rulemaking authorities; and agreed-upon
procedures related to mergers, compliance with ratings agency requirements and
interfund lending activities.
TAX SERVICES
"Tax services" include, but are not limited to, the review and signing of the
Funds' federal tax returns, the review of required distributions by the Funds
and consultations regarding tax matters such as the tax treatment of new
investments or the impact of new regulations. The Audit Committee will
scrutinize carefully the retention of the Auditor in connection with a
transaction initially recommended by the Auditor, the major business purpose of
which may be tax avoidance or the tax treatment of which may not be supported in
the Internal Revenue Code and
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related regulations. The Audit Committee will consult with the Funds' Treasurer
(or his or her designee) and may consult with outside counsel or advisors as
necessary to ensure the consistency of Tax services rendered by the Auditor with
the foregoing policy.
No Auditor shall represent any Fund or any Service Affiliate before a tax court,
district court or federal court of claims.
Under rules adopted by the Public Company Accounting Oversight Board and
approved by the SEC, in connection with seeking Audit Committee pre-approval of
permissible Tax services, the Auditor shall:
1. Describe in writing to the Audit Committees, which writing may be in
the form of the proposed engagement letter:
a. The scope of the service, the fee structure for the engagement,
and any side letter or amendment to the engagement letter, or any
other agreement between the Auditor and the Fund, relating to the
service; and
b. Any compensation arrangement or other agreement, such as a
referral agreement, a referral fee or fee-sharing arrangement,
between the Auditor and any person (other than the Fund) with
respect to the promoting, marketing, or recommending of a
transaction covered by the service;
2. Discuss with the Audit Committees the potential effects of the
services on the independence of the Auditor; and
3. Document the substance of its discussion with the Audit Committees.
ALL OTHER AUDITOR SERVICES
The Audit Committees may pre-approve non-audit services classified as "All other
services" that are not categorically prohibited by the SEC, as listed in Exhibit
1 to this policy.
V. PRE-APPROVAL FEE LEVELS OR ESTABLISHED AMOUNTS
Pre-approval of estimated fees or established amounts for services to be
provided by the Auditor under general or specific pre-approval policies will be
set periodically by the Audit Committees. Any proposed fees exceeding 110% of
the maximum estimated pre-approved fees or established amounts for pre-approved
audit and non-audit services will be reported to the Audit Committees at the
quarterly Audit Committees meeting and will require specific approval by the
Audit Committees before payment is made. The Audit Committee will always factor
in the overall relationship of fees for audit and non-audit services in
determining whether to pre-approve any such services and in determining whether
to approve any additional fees exceeding 110% of the maximum pre-approved fees
or established amounts for previously pre-approved services.
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VI. PROCEDURES
On an annual basis, A I M Advisors, Inc. ("AIM") will submit to the Audit
Committees for general pre-approval, a list of non-audit services that the Funds
or Service Affiliates of the Funds may request from the Auditor. The list will
describe the non-audit services in reasonable detail and will include an
estimated range of fees and such other information as the Audit Committee may
request.
Each request for services to be provided by the Auditor under the general
pre-approval of the Audit Committees will be submitted to the Funds' Treasurer
(or his or her designee) and must include a detailed description of the services
to be rendered. The Treasurer or his or her designee will ensure that such
services are included within the list of services that have received the general
pre-approval of the Audit Committees. The Audit Committees will be informed at
the next quarterly scheduled Audit Committees meeting of any such services for
which the Auditor rendered an invoice and whether such services and fees had
been pre-approved and if so, by what means.
Each request to provide services that require specific approval by the Audit
Committees shall be submitted to the Audit Committees jointly by the Fund's
Treasurer or his or her designee and the Auditor, and must include a joint
statement that, in their view, such request is consistent with the policies and
procedures and the SEC Rules.
Each request to provide tax services under either the general or specific
pre-approval of the Audit Committees will describe in writing: (i) the scope of
the service, the fee structure for the engagement, and any side letter or
amendment to the engagement letter, or any other agreement between the Auditor
and the audit client, relating to the service; and (ii) any compensation
arrangement or other agreement between the Auditor and any person (other than
the audit client) with respect to the promoting, marketing, or recommending of a
transaction covered by the service. The Auditor will discuss with the Audit
Committees the potential effects of the services on the Auditor's independence
and will document the substance of the discussion.
Non-audit services pursuant to the de minimis exception provided by the SEC
Rules will be promptly brought to the attention of the Audit Committees for
approval, including documentation that each of the conditions for this
exception, as set forth in the SEC Rules, has been satisfied.
On at least an annual basis, the Auditor will prepare a summary of all the
services provided to any entity in the investment company complex as defined in
section 2-01(f)(14) of Regulation S-X in sufficient detail as to the nature of
the engagement and the fees associated with those services.
The Audit Committees have designated the Funds' Treasurer to monitor the
performance of all services provided by the Auditor and to ensure such services
are in compliance with these policies and procedures. The Funds' Treasurer will
report to the Audit Committee on a periodic basis as to the results of such
monitoring. Both the Funds' Treasurer and management of AIM will immediately
report to the chairman of the Audit Committee any breach of these policies and
procedures that comes to the attention of the Funds' Treasurer or senior
management of AIM.
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EXHIBIT 1 TO PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES POLICIES AND
PROCEDURES
CONDITIONALLY PROHIBITED NON-AUDIT SERVICES (NOT PROHIBITED IF THE FUND CAN
REASONABLY CONCLUDE THAT THE RESULTS OF THE SERVICE WOULD NOT BE SUBJECT TO
AUDIT PROCEDURES IN CONNECTION WITH THE AUDIT OF THE FUND'S FINANCIAL
STATEMENTS)
- - Bookkeeping or other services related to the accounting records or
financial statements of the audit client
- - Financial information systems design and implementation
- - Appraisal or valuation services, fairness opinions, or contribution-in-kind
reports
- - Actuarial services
- - Internal audit outsourcing services
CATEGORICALLY PROHIBITED NON-AUDIT SERVICES
- - Management functions
- - Human resources
- - Broker-dealer, investment adviser, or investment banking services
- - Legal services
- - Expert services unrelated to the audit
- - Any service or product provided for a contingent fee or a commission
- - Services related to marketing, planning, or opining in favor of the tax
treatment of confidential transactions or aggressive tax position
transactions, a significant purpose of which is tax avoidance
- - Tax services for persons in financial reporting oversight roles at the Fund
ANY OTHER SERVICE THAT THE PUBLIC COMPANY OVERSIGHT BOARD DETERMINES BY
REGULATION IS IMPERMISSIBLE.
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APPENDIX II
FORM OF MASTER INTERGROUP SUB-ADVISORY CONTRACT
FOR MUTUAL FUNDS
This contract is made as of May 1, 2008, by and among A I M Advisors, Inc.
(the "Adviser") and each of AIM Funds Management Inc., INVESCO Asset Management
Deutschland, GmbH, INVESCO Asset Management Ltd., INVESCO Asset Management
(Japan) Limited, INVESCO Australia Limited, INVESCO Global Asset Management
(N.A.), Inc., INVESCO Hong Kong Limited, INVESCO Institutional (N.A.), Inc. and
INVESCO Senior Secured Management, Inc. (each a "Sub-Adviser" and, collectively,
the "Sub-Advisers").
WHEREAS:
A) The Adviser has entered into an investment advisory agreement with
[NAME OF AIM REGISTRANT] (the "Trust"), an open-end management
investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), with respect to the funds set forth
in Exhibit A attached hereto (each a "Fund");
B) The Adviser is authorized to delegate certain, any or all of its
rights, duties and obligations under investment advisory agreements to
sub-advisers, including sub-advisers that are affiliated with the
Adviser;
C) Each Sub-Adviser represents that it is registered with the U.S.
Securities and Exchange Commission ("SEC") as an investment adviser
under the Investment Advisers Act of 1940 ("Advisers Act") as an
investment adviser, or will be so registered prior to providing any
services to any of the Funds under this Contract, and engages in the
business of acting as an investment adviser; and
D) The Sub-Advisers and their affiliates have personnel in various
locations throughout the world and have been formed in part for the
purpose of researching and compiling information and recommendations
on the economies of various countries and securities of issuers
located in such countries or on various types of investments and
investment techniques, and providing investment advisory services in
connection therewith.
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Adviser hereby appoints each Sub-Adviser as a sub-adviser of
each Fund for the period and on the terms set forth herein. Each Sub-Adviser
accepts such appointment and agrees to render the services herein set forth, for
the compensation herein provided.
2. Duties as Sub-Adviser. Subject to paragraph 7 below, the Adviser may, in its
discretion, appoint each Sub-Advisor to perform one or more of the following
services with respect to all or
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a portion of the investments of each Fund. The services and the portion of the
investments of each Fund to be advised or managed by each Sub-Adviser shall be
as agreed upon from time to time by the Adviser and the Sub-Advisers. Each
Sub-Adviser shall pay the salaries and fees of all personnel of such Sub-Adviser
performing services for the Funds related to research, statistical and
investment activities.
(a) Investment Advice. If and to the extent requested by the Adviser, each
Sub-Adviser shall provide investment advice to one or more of the Funds and the
Adviser with respect to all or a portion of the investments of such Fund(s) or
with respect to various investment techniques, and in connection with such
advice shall furnish such Fund(s) and the Adviser with such factual information,
research reports and investment recommendations as the Adviser may reasonably
require.
(b) Order Execution. If and to the extent requested by the Adviser, each
Sub-Adviser shall place orders for the purchase and sale of portfolio securities
or other investments for one or more of the Funds. In so doing, each Sub-Adviser
agrees that it shall comply with paragraph 3 below.
(c) Discretionary Investment Management. If and to the extent requested by
the Adviser, each Sub-Adviser shall, subject to the supervision of the Trust's
Board of Trustees (the "Board") and the Adviser, manage all or a portion of the
investments of one or more of the Funds in accordance with the investment
objectives, policies and limitations provided in the Trust's Registration
Statement and such other limitations as the Trust or the Adviser may impose with
respect to such Fund(s) by notice to the applicable Sub-Adviser(s) and otherwise
in accordance with paragraph 5 below. With respect to the portion of the
investments of a Fund under its management, each Sub-Adviser is authorized to:
(i) make investment decisions on behalf of the Fund with regard to any stock,
bond, other security or investment instrument, including but not limited to
foreign currencies, futures, options and other derivatives, and with regard to
borrowing money; (ii) place orders for the purchase and sale of securities or
other investment instruments with such brokers and dealers as the Sub-Adviser
may select; and (iii) upon the request of the Adviser, provide additional
investment management services to the Fund, including but not limited to
managing the Fund's cash and cash equivalents and lending securities on behalf
of the Fund. In selecting brokers or dealers to execute trades for the Funds,
each Sub-Adviser will comply with its written policies and procedures regarding
brokerage and trading, which policies and procedures shall have been approved by
the Board. All discretionary investment management and any other activities of
each Sub-Adviser shall at all times be subject to the control and direction of
the Adviser and the Board.
3. Broker-Dealer Relationships. Each Sub-Adviser agrees that, in placing orders
with brokers and dealers, it will attempt to obtain the best net result in terms
of price and execution. Consistent with this obligation, each Sub-Adviser may,
in its discretion, purchase and sell portfolio securities from and to brokers
and dealers who sell shares of the Funds or provide the Funds, the Adviser's
other clients, or a Sub-Adviser's other clients with research, analysis, advice
and similar services. Each Sub-Adviser may pay to brokers and dealers, in return
for such research and analysis, a higher commission or spread than may be
charged by other brokers and dealers, subject to such Sub-Adviser determining in
good faith that such commission or spread is reasonable in terms either of the
particular transaction or of the overall responsibility of the
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Adviser and such Sub-Adviser to the Funds and their other clients and that the
total commissions or spreads paid by each Fund will be reasonable in relation to
the benefits to the Fund over the long term. In no instance will portfolio
securities be purchased from or sold to a Sub-Adviser, or any affiliated person
thereof, except in accordance with the applicable securities laws and the rules
and regulations thereunder and any exemptive orders currently in effect.
Whenever a Sub-Adviser simultaneously places orders to purchase or sell the same
security on behalf of a Fund and one or more other accounts advised by such
Sub-Adviser, such orders will be allocated as to price and amount among all such
accounts in a manner believed to be equitable to each account.
4. Books and Records. Each Sub-Adviser will maintain all required books and
records with respect to the securities transactions of the Funds, and will
furnish the Board and the Adviser with such periodic and special reports as the
Board or the Adviser reasonably may request. Each Sub-Adviser hereby agrees that
all records which it maintains for the Adviser are the property of the Adviser,
and agrees to preserve for the periods prescribed by applicable law any records
which it maintains for the Adviser and which are required to be maintained, and
further agrees to surrender promptly to the Adviser any records which it
maintains for the Adviser upon request by the Adviser.
5. Further Duties.
(a) In all matters relating to the performance of this Contract, each
Sub-Adviser will act in conformity with the Agreement and Declaration of Trust,
By-Laws and Registration Statement of the Trust and with the instructions and
directions of the Adviser and the Board and will comply with the requirements of
the 1940 Act, the rules, regulations, exemptive orders and no-action positions
thereunder, and all other applicable laws and regulations.
(b) Each Sub-Adviser shall maintain compliance procedures for the Funds
that it and the Adviser reasonably believe are adequate to ensure compliance
with the federal securities laws (as defined in Rule 38a-1 of the 1940 Act) and
the investment objective(s) and policies as stated in the Funds' prospectuses
and statements of additional information. Each Sub-Adviser at its expense will
provide the Adviser or the Trust's Chief Compliance Officer with such compliance
reports relating to its duties under this Contract as may be requested from time
to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to
the Adviser any material violations of the federal securities laws (as defined
in Rule 38a-1 of the 1940 Act) that it is or should be aware of or of any
material violation of the Sub-Adviser's compliance policies and procedures that
pertain to the Funds.
(c) Each Sub-Adviser at its expense will make available to the Board and
the Adviser at reasonable times its portfolio managers and other appropriate
personnel, either in person or, at the mutual convenience of the Adviser and the
Sub-Adviser, by telephone, in order to review the investment policies,
performance and other investment related information regarding the Funds and to
consult with the Board and the Adviser regarding the Funds' investment affairs,
including economic, statistical and investment matters related to the
Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser
relating to the investment strategies it employs. Each Sub-Adviser and its
personnel shall also cooperate fully with counsel and auditors for, and the
Chief Compliance Officer of, the Adviser and the Trust.
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(d) Each Sub-Adviser will assist in the fair valuation of portfolio
securities held by the Funds. The Sub-Adviser will use its reasonable efforts to
provide, based upon its own expertise, and to arrange with parties independent
of the Sub-Adviser such as broker-dealers for the provision of, valuation
information or prices for securities for which prices are deemed by the Adviser
or the Trust's administrator not to be readily available in the ordinary course
of business from an automated pricing service. In addition, each Sub-Adviser
will assist the Funds and their agents in determining whether prices obtained
for valuation purposes accurately reflect market price information relating to
the assets of the Funds at such times as the Adviser shall reasonably request,
including but not limited to, the hours after the close of a securities market
and prior to the daily determination of a Fund's net asset value per share.
(e) Each Sub-Adviser represents and warrants that it has adopted a code of
ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the
requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser
and the Board a copy of such code of ethics, together with evidence of its
adoption, and will promptly provide copies of any changes thereto, together with
evidence of their adoption. Upon request of the Adviser, but in any event no
less frequently than annually, each Sub-Adviser will supply the Adviser a
written report that (A) describes any issues arising under the code of ethics or
procedures since the Sub-Adviser's last report, including but not limited to
material violations of the code of ethics or procedures and sanctions imposed in
response to the material violations; and (B) certifies that the procedures
contained in the Sub-Adviser's code of ethics are reasonably designed to prevent
"access persons" from violating the code of ethics.
(f) Upon request of the Adviser, each Sub-Adviser will review draft reports
to shareholders and other documents provided or available to it and provide
comments on a timely basis. In addition, each Sub-Adviser and each officer and
portfolio manager thereof designated by the Adviser will provide on a timely
basis such certifications or sub-certifications as the Adviser may reasonably
request in order to support and facilitate certifications required to be
provided by the Trust's Principal Executive Officer and Principal Financial
Officer and will adopt such disclosure controls and procedures in support of the
disclosure controls and procedures adopted by the Trust as the Adviser, on
behalf of the Trust, deems are reasonably necessary.
(g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser
will vote all proxies received in accordance with the Adviser's proxy voting
policy or, if the Sub-Adviser has a proxy voting policy approved by the Board,
the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall
forward to the Funds or their designated agent such proxy voting information as
is necessary for the Funds to timely file proxy voting results in accordance
with Rule 30b1-4 of the 1940 Act.
(h) Each Sub-Adviser shall provide the Funds' custodian on each business
day with information relating to all transactions concerning the assets of the
Funds and shall provide the Adviser with such information upon request of the
Adviser.
6. Services Not Exclusive. The services furnished by each Sub-Adviser hereunder
are not to be deemed exclusive and such Sub-Adviser shall be free to furnish
similar services to others so long as its services under this Contract are not
impaired thereby. Nothing in this Contract shall
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limit or restrict the right of any director, officer or employee of a
Sub-Adviser, who may also be a Trustee, officer or employee of the Trust, to
engage in any other business or to devote his or her time and attention in part
to the management or other aspects of any other business, whether of a similar
nature or a dissimilar nature.
7. Use of Subsidiaries and Affiliates. Each Sub-Adviser may perform any or all
of the services contemplated hereunder, including but not limited to providing
investment advice to the Funds pursuant to paragraph 2(a) above and placing
orders for the purchase and sale of portfolio securities or other investments
for the Funds pursuant to paragraph 2(b) above, directly or through such of its
subsidiaries or other affiliates, including each of the other Sub-Advisers, as
such Sub-Adviser shall determine; provided, however, that performance of such
services through such subsidiaries or other affiliates shall have been approved,
when required by the 1940 Act, by (i) a vote of a majority of the independent
Trustees who are not parties to this Contract or "interested persons" (as
defined in the 1940 Act) of a party to this Contract, other than as Board
members ("Independent Trustees"), cast in person at a meeting called for the
purpose of voting on such approval, and/or (ii) a vote of a majority of that
Fund's outstanding voting securities.
8. Compensation.
(a) The only fees payable to the Sub-Advisers under this Contract are for
providing discretionary investment management services pursuant to paragraph
2(c) above. For such services, the Adviser will pay each Sub-Adviser a fee,
computed daily and paid monthly, equal to (i) 40% of the monthly compensation
that the Adviser receives from the Trust pursuant to its advisory agreement with
the Trust, multiplied by (ii) the fraction equal to the net assets of such Fund
as to which the such Sub-Adviser shall have provided discretionary investment
management services pursuant to paragraph 2(c) above for that month divided by
the net assets of such Fund for that month. This fee shall be payable on or
before the last business day of the next succeeding calendar month. This fee
shall be reduced to reflect contractual or voluntary fee waivers or expense
limitations by the Adviser, if any, in effect from time to time as set forth in
paragraph 9 below. In no event shall the aggregate monthly fees paid to the
Sub-Advisers under this Contract exceed 40% of the monthly compensation that the
Adviser receives from the Trust pursuant to its advisory agreement with the
Trust, as reduced to reflect contractual or voluntary fee waivers or expense
limitations by the Adviser, if any.
(b) If this Contract becomes effective or terminates before the end of any
month, the fees for the period from the effective date to the end of the month
or from the beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
(c) If a Sub-Adviser provides the services under paragraph 2(c) above to a
Fund for a period that is less than a full month, the fees for such period shall
be prorated according to the proportion which such period bears to the
applicable full month.
9. Fee Waivers and Expense Limitations. If, for any fiscal year of a Fund, the
amount of the advisory fee which such Fund would otherwise be obligated to pay
to the Adviser is reduced because of contractual or voluntary fee waivers or
expense limitations by the Adviser, the fee
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payable to each Sub-Adviser pursuant to paragraph 8 above shall be reduced
proportionately; and to the extent that the Adviser reimburses the Fund as a
result of such expense limitations, such Sub-Adviser shall reimburse the Adviser
that proportion of such reimbursement payments which the fee payable to each
Sub-Adviser pursuant to paragraph 8 above bears to the advisory fee under this
Contract.
10. Limitation of Liability of Sub-Adviser and Indemnification. No Sub-Adviser
shall be liable for any costs or liabilities arising from any error of judgment
or mistake of law or any loss suffered by a Fund or the Trust in connection with
the matters to which this Contract relates except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of such Sub-Adviser in
the performance by such Sub-Adviser of its duties or from reckless disregard by
such Sub-Adviser of its obligations and duties under this Contract. Any person,
even though also an officer, partner, employee, or agent of a Sub-Adviser, who
may be or become a Trustee, officer, employee or agent of the Trust, shall be
deemed, when rendering services to a Fund or the Trust or acting with respect to
any business of a Fund or the Trust to be rendering such service to or acting
solely for the Fund or the Trust and not as an officer, partner, employee, or
agent or one under the control or direction of such Sub-Adviser even though paid
by it.
11. Duration and Termination.
(a) This Contract shall become effective with respect to each Sub-Adviser
upon the later of the date hereabove written and the date that such Sub-Adviser
is registered with the SEC as an investment adviser under the Advisers Act, if a
Sub-Adviser is not so registered as of the date hereabove written; provided,
however, that this Contract shall not take effect with respect to any Fund
unless it has first been approved (i) by a vote of a majority of the Independent
Trustees, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of that Fund's outstanding voting
securities, when required by the 1940 Act.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in force and effect until June 30, 2009. Thereafter, if not terminated,
with respect to each Fund, this Contract shall continue automatically for
successive periods not to exceed twelve months each, provided that such
continuance is specifically approved at least annually (i) by a vote of a
majority of the Independent Trustees, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by the Board or by vote of a
majority of the outstanding voting securities of that Fund.
(c) Notwithstanding the foregoing, with respect to any Fund(s) or any
Sub-Adviser(s) this Contract may be terminated at any time, without the payment
of any penalty, (i) by vote of the Board or by a vote of a majority of the
outstanding voting securities of such Fund(s) on sixty days' written notice to
such Sub-Adviser(s); or (ii) by the Adviser on sixty days' written notice to
such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days' written notice to
the Trust. Should this Contract be terminated with respect to a Sub-Adviser, the
Adviser shall assume the duties and responsibilities of such Sub-Adviser unless
and until the Adviser appoints another Sub-Adviser to perform such duties and
responsibilities. Termination of this Contract with respect to one or more
Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of
II-6
this Contract with respect to any remaining Fund(s) or Sub-Adviser(s). This
Contract will automatically terminate in the event of its assignment.
12. Amendment. No provision of this Contract may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and, when required by the 1940 Act, no amendment of this Contract shall
be effective until approved by vote of a majority of the Fund's outstanding
voting securities.
13. Notices. Any notices under this Contract shall be writing, addressed and
delivered, telecopied or mailed postage paid, to the other party entitled to
receipt thereof at such address as such party may designate for the receipt of
such notice. Until further notice to the other party, it is agreed that the
address of the Trust and the Adviser shall be 11 Greenway Plaza, Suite 100,
Houston, Texas 77046. Until further notice to the other party, it is agreed that
the address of each Sub-Adviser shall be set forth in Exhibit B attached hereto.
14. Governing Law. This Contract shall be construed in accordance with the laws
of the State of Texas and the 1940 Act. To the extent that the applicable laws
of the State of Texas conflict with the applicable provisions of the 1940 Act,
the latter shall control.
15. Multiple Sub-Advisory Agreements. This Contract has been signed by multiple
parties; namely the Adviser, on one hand, and each Sub-Adviser, on the other.
The parties have signed one document for administrative convenience to avoid a
multiplicity of documents. It is understood and agreed that this document shall
constitute a separate sub-advisory agreement between the Adviser and each
Sub-Adviser with respect to each Fund, as if the Adviser and such Sub-Adviser
had executed a separate sub-advisory agreement naming such Sub-Adviser as a
sub-adviser to each Fund. With respect to any one Sub-Adviser, (i) references in
this Contract to "a Sub-Adviser" or to "each Sub-Adviser" shall be deemed to
refer only to such Sub-Adviser, and (ii) the term "this Contract" shall be
construed according to the foregoing provisions.
16. Miscellaneous. The captions in this Contract are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this Contract
shall be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Contract shall not be affected thereby. This Contract
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors. Any question of interpretation of any term or
provision of this Contract having a counterpart in or otherwise derived from a
term or provision of the 1940 Act or the Advisers Act shall be resolved by
reference to such term or provision of the 1940 Act or the Advisers Act and to
interpretations thereof, if any, by the United States Courts or in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the Securities and Exchange Commission ("SEC") issued pursuant to said Acts.
In addition, where the effect of a requirement of the 1940 Act or the Advisers
Act reflected in any provision of the Contract is revised by rule, regulation or
order of the SEC, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.
II-7
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
A I M ADVISORS, INC. AIM FUNDS MANAGEMENT INC.
ADVISER SUB-ADVISER
BY: BY:
--------------------------------- ------------------------------------
NAME: NAME:
------------------------------- ----------------------------------
TITLE: TITLE:
------------------------------ ---------------------------------
INVESCO ASSET MANAGEMENT DEUTSCHLAND,
GMBH
Sub-adviser
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
INVESCO ASSET MANAGEMENT LTD.
Sub-adviser
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
II-8
INVESCO ASSET MANAGEMENT (JAPAN) LIMITED
Sub-adviser
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
INVESCO AUSTRALIA LIMITED
Sub-adviser
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
INVESCO GLOBAL ASSET MANAGEMENT (N.A.),
INC.
Sub-adviser
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
INVESCO HONG KONG LIMITED
Sub-adviser
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
II-9
INVESCO INSTITUTIONAL (N.A.), INC.
Sub-adviser
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
INVESCO SENIOR SECURED MANAGEMENT, INC.
Sub-adviser
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
II-10
EXHIBIT A
FUNDS
[List all series portfolios]
II-11
EXHIBIT B
ADDRESSES OF SUB-ADVISERS
AIM Funds Management Inc.
5140 Yonge Street
Suite 900
Toronto, Ontario
Canada M2N 6X7
INVESCO Asset Management Deutschland, GmbH
Bleichstrasse 60-62
Frankfurt, Germany 60313
INVESCO Asset Management Ltd.
30 Finsbury Square
London, United Kingdom
EC2A 1AG
INVESCO Asset Management (Japan) Limited
25th Floor, Shiroyama Trust Tower
3-1, Toranoman 4-chome, Minato-Ku
Tokyo, Japan 105-6025
INVESCO Australia Limited
333 Collins Street, Level 26
Melbourne Vic 3000, Australia
INVESCO Global Asset Management (N.A.), Inc.
One Midtown Plaza
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309
INVESCO Hong Kong Limited
32nd Floor
Three Pacific Place
1 Queen's Road East
Hong Kong
INVESCO Institutional (N.A.), Inc.
One Midtown Plaza
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309
INVESCO Senior Secured Management, Inc.
1166 Avenue of the Americas
New York, NY 10036
II-12
APPENDIX III
MASTER INTERGROUP SUB-ADVISORY CONTRACT FOR MUTUAL FUNDS
This contract is made as of May 1, 2008, by and among A I M Advisors, Inc.
(the "Adviser") and each of AIM Funds Management Inc., INVESCO Asset Management
Deutschland, GmbH, INVESCO Asset Management Ltd., INVESCO Asset Management
(Japan) Limited, INVESCO Australia Limited, INVESCO Global Asset Management
(N.A.), Inc., INVESCO Hong Kong Limited, INVESCO Institutional (N.A.), Inc. and
INVESCO Senior Secured Management, Inc. (each a "Sub-Adviser" and, collectively,
the "Sub-Advisers").
WHEREAS:
A) The Adviser has entered into an investment advisory agreement with AIM
Core Allocation Portfolio Series (the "Trust"), an open-end management
investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act"), with respect to the funds set forth
in Exhibit A attached hereto (each a "Fund");
B) The Adviser is authorized to delegate certain, any or all of its
rights, duties and obligations under investment advisory agreements to
sub-advisers, including sub-advisers that are affiliated with the
Adviser;
C) Each Sub-Adviser represents that it is registered with the U.S.
Securities and Exchange Commission ("SEC") as an investment adviser
under the Investment Advisers Act of 1940 ("Advisers Act") as an
investment adviser, or will be so registered prior to providing any
services to any of the Funds under this Contract, and engages in the
business of acting as an investment adviser; and
D) The Sub-Advisers and their affiliates have personnel in various
locations throughout the world and have been formed in part for the
purpose of researching and compiling information and recommendations
on the economies of various countries and securities of issuers
located in such countries or on various types of investments and
investment techniques, and providing investment advisory services in
connection therewith.
NOW THEREFORE, in consideration of the promises and the mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. Appointment. The Adviser hereby appoints each Sub-Adviser as a sub-adviser of
each Fund for the period and on the terms set forth herein. Each Sub-Adviser
accepts such appointment and agrees to render the services herein set forth, for
the compensation herein provided.
2. Duties as Sub-Adviser. Subject to paragraph 7 below, the Adviser may, in its
discretion, appoint each Sub-Advisor to perform one or more of the following
services with respect to all or a portion of the investments of each Fund. The
services and the portion of the investments of each Fund to be advised or
managed by each Sub-Adviser shall be as agreed upon from time to
III-1
time by the Adviser and the Sub-Advisers. Each Sub-Adviser shall pay the
salaries and fees of all personnel of such Sub-Adviser performing services for
the Funds related to research, statistical and investment activities.
(a) Investment Advice. If and to the extent requested by the Adviser, each
Sub-Adviser shall provide investment advice to one or more of the Funds and the
Adviser with respect to all or a portion of the investments of such Fund(s) or
with respect to various investment techniques, and in connection with such
advice shall furnish such Fund(s) and the Adviser with such factual information,
research reports and investment recommendations as the Adviser may reasonably
require.
(b) Order Execution. If and to the extent requested by the Adviser, each
Sub-Adviser shall place orders for the purchase and sale of portfolio securities
or other investments for one or more of the Funds. In so doing, each Sub-Adviser
agrees that it shall comply with paragraph 3 below.
(c) Discretionary Investment Management. If and to the extent requested by
the Adviser, each Sub-Adviser shall, subject to the supervision of the Trust's
Board of Trustees (the "Board") and the Adviser, manage all or a portion of the
investments of one or more of the Funds in accordance with the investment
objectives, policies and limitations provided in the Trust's Registration
Statement and such other limitations as the Trust or the Adviser may impose with
respect to such Fund(s) by notice to the applicable Sub-Adviser(s) and otherwise
in accordance with paragraph 5 below. With respect to the portion of the
investments of a Fund under its management, each Sub-Adviser is authorized to:
(i) make investment decisions on behalf of the Fund with regard to any stock,
bond, other security or investment instrument, including but not limited to
foreign currencies, futures, options and other derivatives, and with regard to
borrowing money; (ii) place orders for the purchase and sale of securities or
other investment instruments with such brokers and dealers as the Sub-Adviser
may select; and (iii) upon the request of the Adviser, provide additional
investment management services to the Fund, including but not limited to
managing the Fund's cash and cash equivalents and lending securities on behalf
of the Fund. In selecting brokers or dealers to execute trades for the Funds,
each Sub-Adviser will comply with its written policies and procedures regarding
brokerage and trading, which policies and procedures shall have been approved by
the Board. All discretionary investment management and any other activities of
each Sub-Adviser shall at all times be subject to the control and direction of
the Adviser and the Board.
3. Broker-Dealer Relationships. Each Sub-Adviser agrees that, in placing orders
with brokers and dealers, it will attempt to obtain the best net result in terms
of price and execution. Consistent with this obligation, each Sub-Adviser may,
in its discretion, purchase and sell portfolio securities from and to brokers
and dealers who sell shares of the Funds or provide the Funds, the Adviser's
other clients, or a Sub-Adviser's other clients with research, analysis, advice
and similar services. Each Sub-Adviser may pay to brokers and dealers, in return
for such research and analysis, a higher commission or spread than may be
charged by other brokers and dealers, subject to such Sub-Adviser determining in
good faith that such commission or spread is reasonable in terms either of the
particular transaction or of the overall responsibility of the Adviser and such
Sub-Adviser to the Funds and their other clients and that the total commissions
or spreads paid by each Fund will be reasonable in relation to the benefits to
the Fund over the
III-2
long term. In no instance will portfolio securities be purchased from or sold to
a Sub-Adviser, or any affiliated person thereof, except in accordance with the
applicable securities laws and the rules and regulations thereunder and any
exemptive orders currently in effect. Whenever a Sub-Adviser simultaneously
places orders to purchase or sell the same security on behalf of a Fund and one
or more other accounts advised by such Sub-Adviser, such orders will be
allocated as to price and amount among all such accounts in a manner believed to
be equitable to each account.
4. Books and Records. Each Sub-Adviser will maintain all required books and
records with respect to the securities transactions of the Funds, and will
furnish the Board and the Adviser with such periodic and special reports as the
Board or the Adviser reasonably may request. Each Sub-Adviser hereby agrees that
all records which it maintains for the Adviser are the property of the Adviser,
and agrees to preserve for the periods prescribed by applicable law any records
which it maintains for the Adviser and which are required to be maintained, and
further agrees to surrender promptly to the Adviser any records which it
maintains for the Adviser upon request by the Adviser.
5. Further Duties.
(a) In all matters relating to the performance of this Contract, each
Sub-Adviser will act in conformity with the Agreement and Declaration of Trust,
By-Laws and Registration Statement of the Trust and with the instructions and
directions of the Adviser and the Board and will comply with the requirements of
the 1940 Act, the rules, regulations, exemptive orders and no-action positions
thereunder, and all other applicable laws and regulations.
(b) Each Sub-Adviser shall maintain compliance procedures for the Funds
that it and the Adviser reasonably believe are adequate to ensure compliance
with the federal securities laws (as defined in Rule 38a-1 of the 1940 Act) and
the investment objective(s) and policies as stated in the Funds' prospectuses
and statements of additional information. Each Sub-Adviser at its expense will
provide the Adviser or the Trust's Chief Compliance Officer with such compliance
reports relating to its duties under this Contract as may be requested from time
to time. Notwithstanding the foregoing, each Sub-Adviser will promptly report to
the Adviser any material violations of the federal securities laws (as defined
in Rule 38a-1 of the 1940 Act) that it is or should be aware of or of any
material violation of the Sub-Adviser's compliance policies and procedures that
pertain to the Funds.
(c) Each Sub-Adviser at its expense will make available to the Board and
the Adviser at reasonable times its portfolio managers and other appropriate
personnel, either in person or, at the mutual convenience of the Adviser and the
Sub-Adviser, by telephone, in order to review the investment policies,
performance and other investment related information regarding the Funds and to
consult with the Board and the Adviser regarding the Funds' investment affairs,
including economic, statistical and investment matters related to the
Sub-Adviser's duties hereunder, and will provide periodic reports to the Adviser
relating to the investment strategies it employs. Each Sub-Adviser and its
personnel shall also cooperate fully with counsel and auditors for, and the
Chief Compliance Officer of, the Adviser and the Trust.
(d) Each Sub-Adviser will assist in the fair valuation of portfolio
securities held by the Funds. The Sub-Adviser will use its reasonable efforts to
provide, based upon its own
III-3
expertise, and to arrange with parties independent of the Sub-Adviser such as
broker-dealers for the provision of, valuation information or prices for
securities for which prices are deemed by the Adviser or the Trust's
administrator not to be readily available in the ordinary course of business
from an automated pricing service. In addition, each Sub-Adviser will assist the
Funds and their agents in determining whether prices obtained for valuation
purposes accurately reflect market price information relating to the assets of
the Funds at such times as the Adviser shall reasonably request, including but
not limited to, the hours after the close of a securities market and prior to
the daily determination of a Fund's net asset value per share.
(e) Each Sub-Adviser represents and warrants that it has adopted a code of
ethics meeting the requirements of Rule 17j-1 under the 1940 Act and the
requirements of Rule 204A-1 under the Advisers Act and has provided the Adviser
and the Board a copy of such code of ethics, together with evidence of its
adoption, and will promptly provide copies of any changes thereto, together with
evidence of their adoption. Upon request of the Adviser, but in any event no
less frequently than annually, each Sub-Adviser will supply the Adviser a
written report that (A) describes any issues arising under the code of ethics or
procedures since the Sub-Adviser's last report, including but not limited to
material violations of the code of ethics or procedures and sanctions imposed in
response to the material violations; and (B) certifies that the procedures
contained in the Sub-Adviser's code of ethics are reasonably designed to prevent
"access persons" from violating the code of ethics.
(f) Upon request of the Adviser, each Sub-Adviser will review draft reports
to shareholders and other documents provided or available to it and provide
comments on a timely basis. In addition, each Sub-Adviser and each officer and
portfolio manager thereof designated by the Adviser will provide on a timely
basis such certifications or sub-certifications as the Adviser may reasonably
request in order to support and facilitate certifications required to be
provided by the Trust's Principal Executive Officer and Principal Financial
Officer and will adopt such disclosure controls and procedures in support of the
disclosure controls and procedures adopted by the Trust as the Adviser, on
behalf of the Trust, deems are reasonably necessary.
(g) Unless otherwise directed by the Adviser or the Board, each Sub-Adviser
will vote all proxies received in accordance with the Adviser's proxy voting
policy or, if the Sub-Adviser has a proxy voting policy approved by the Board,
the Sub-Adviser's proxy voting policy. Each Sub-Adviser shall maintain and shall
forward to the Funds or their designated agent such proxy voting information as
is necessary for the Funds to timely file proxy voting results in accordance
with Rule 30b1-4 of the 1940 Act.
(h) Each Sub-Adviser shall provide the Funds' custodian on each business
day with information relating to all transactions concerning the assets of the
Funds and shall provide the Adviser with such information upon request of the
Adviser.
6. Services Not Exclusive. The services furnished by each Sub-Adviser hereunder
are not to be deemed exclusive and such Sub-Adviser shall be free to furnish
similar services to others so long as its services under this Contract are not
impaired thereby. Nothing in this Contract shall limit or restrict the right of
any director, officer or employee of a Sub-Adviser, who may also be a Trustee,
officer or employee of the Trust, to engage in any other business or to devote
his or
III-4
her time and attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature.
7. Use of Subsidiaries and Affiliates. Each Sub-Adviser may perform any or all
of the services contemplated hereunder, including but not limited to providing
investment advice to the Funds pursuant to paragraph 2(a) above and placing
orders for the purchase and sale of portfolio securities or other investments
for the Funds pursuant to paragraph 2(b) above, directly or through such of its
subsidiaries or other affiliates, including each of the other Sub-Advisers, as
such Sub-Adviser shall determine; provided, however, that performance of such
services through such subsidiaries or other affiliates shall have been approved,
when required by the 1940 Act, by (i) a vote of a majority of the independent
Trustees who are not parties to this Contract or "interested persons" (as
defined in the 1940 Act) of a party to this Contract, other than as Board
members ("Independent Trustees"), cast in person at a meeting called for the
purpose of voting on such approval, and/or (ii) a vote of a majority of that
Fund's outstanding voting securities.
8. Compensation.
(a) The only fees payable to the Sub-Advisers under this Contract are for
providing discretionary investment management services pursuant to paragraph
2(c) above. For such services, the Adviser will pay each Sub-Adviser a fee,
computed daily and paid monthly, equal to (i) the annual rate of 0.11% of the
average daily net asset value of each Fund, multiplied by (ii) the fraction
equal to the net assets of such Fund as to which the such Sub-Adviser shall have
provided discretionary investment management services pursuant to paragraph 2(c)
above for that month divided by the net assets of such Fund for that month. This
fee shall be payable on or before the last business day of the next succeeding
calendar month. In no event shall the aggregate annual fees paid to the
Sub-Advisers under this Contract exceed the annual rate of 0.11% of the average
daily net asset value of each Fund.
(b) If this Contract becomes effective or terminates before the end of any
month, the fees for the period from the effective date to the end of the month
or from the beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.
(c) If a Sub-Adviser provides the services under paragraph 2(c) above to a
Fund for a period that is less than a full month, the fees for such period shall
be prorated according to the proportion which such period bears to the
applicable full month.
9. Limitation of Liability of Sub-Adviser and Indemnification. No Sub-Adviser
shall be liable for any costs or liabilities arising from any error of judgment
or mistake of law or any loss suffered by a Fund or the Trust in connection with
the matters to which this Contract relates except a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of such Sub-Adviser in
the performance by such Sub-Adviser of its duties or from reckless disregard by
such Sub-Adviser of its obligations and duties under this Contract. Any person,
even though also an officer, partner, employee, or agent of a Sub-Adviser, who
may be or become a Trustee, officer, employee or agent of the Trust, shall be
deemed, when rendering services to a Fund or the Trust or acting with respect to
any business of a Fund or the Trust to be rendering such
III-5
service to or acting solely for the Fund or the Trust and not as an officer,
partner, employee, or agent or one under the control or direction of such
Sub-Adviser even though paid by it.
10. Duration and Termination.
(a) This Contract shall become effective with respect to each Sub-Adviser
upon the later of the date hereabove written and the date that such Sub-Adviser
is registered with the SEC as an investment adviser under the Advisers Act, if a
Sub-Adviser is not so registered as of the date hereabove written; provided,
however, that this Contract shall not take effect with respect to any Fund
unless it has first been approved (i) by a vote of a majority of the Independent
Trustees, cast in person at a meeting called for the purpose of voting on such
approval, and (ii) by vote of a majority of that Fund's outstanding voting
securities, when required by the 1940 Act.
(b) Unless sooner terminated as provided herein, this Contract shall
continue in force and effect until June 30, 2009. Thereafter, if not terminated,
with respect to each Fund, this Contract shall continue automatically for
successive periods not to exceed twelve months each, provided that such
continuance is specifically approved at least annually (i) by a vote of a
majority of the Independent Trustees, cast in person at a meeting called for the
purpose of voting on such approval, and (ii) by the Board or by vote of a
majority of the outstanding voting securities of that Fund.
(c) Notwithstanding the foregoing, with respect to any Fund(s) or any
Sub-Adviser(s) this Contract may be terminated at any time, without the payment
of any penalty, (i) by vote of the Board or by a vote of a majority of the
outstanding voting securities of such Fund(s) on sixty days' written notice to
such Sub-Adviser(s); or (ii) by the Adviser on sixty days' written notice to
such Sub-Adviser(s); or (iii) by a Sub-Adviser on sixty days' written notice to
the Trust. Should this Contract be terminated with respect to a Sub-Adviser, the
Adviser shall assume the duties and responsibilities of such Sub-Adviser unless
and until the Adviser appoints another Sub-Adviser to perform such duties and
responsibilities. Termination of this Contract with respect to one or more
Fund(s) or Sub-Adviser(s) shall not affect the continued effectiveness of this
Contract with respect to any remaining Fund(s) or Sub-Adviser(s). This Contract
will automatically terminate in the event of its assignment.
11. Amendment. No provision of this Contract may be changed, waived, discharged
or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, and, when required by the 1940 Act, no amendment of this Contract shall
be effective until approved by vote of a majority of the Fund's outstanding
voting securities.
12. Notices. Any notices under this Contract shall be writing, addressed and
delivered, telecopied or mailed postage paid, to the other party entitled to
receipt thereof at such address as such party may designate for the receipt of
such notice. Until further notice to the other party, it is agreed that the
address of the Trust and the Adviser shall be 11 Greenway Plaza, Suite 100,
Houston, Texas 77046. Until further notice to the other party, it is agreed that
the address of each Sub-Adviser shall be set forth in Exhibit B attached hereto.
III-6
13. Governing Law. This Contract shall be construed in accordance with the laws
of the State of Texas and the 1940 Act. To the extent that the applicable laws
of the State of Texas conflict with the applicable provisions of the 1940 Act,
the latter shall control.
14. Multiple Sub-Advisory Agreements. This Contract has been signed by multiple
parties; namely the Adviser, on one hand, and each Sub-Adviser, on the other.
The parties have signed one document for administrative convenience to avoid a
multiplicity of documents. It is understood and agreed that this document shall
constitute a separate sub-advisory agreement between the Adviser and each
Sub-Adviser with respect to each Fund, as if the Adviser and such Sub-Adviser
had executed a separate sub-advisory agreement naming such Sub-Adviser as a
sub-adviser to each Fund. With respect to any one Sub-Adviser, (i) references in
this Contract to "a Sub-Adviser" or to "each Sub-Adviser" shall be deemed to
refer only to such Sub-Adviser, and (ii) the term "this Contract" shall be
construed according to the foregoing provisions.
15. Miscellaneous. The captions in this Contract are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. If any provision of this Contract
shall be held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Contract shall not be affected thereby. This Contract
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective successors. Any question of interpretation of any term or
provision of this Contract having a counterpart in or otherwise derived from a
term or provision of the 1940 Act or the Advisers Act shall be resolved by
reference to such term or provision of the 1940 Act or the Advisers Act and to
interpretations thereof, if any, by the United States Courts or in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the Securities and Exchange Commission ("SEC") issued pursuant to said Acts.
In addition, where the effect of a requirement of the 1940 Act or the Advisers
Act reflected in any provision of the Contract is revised by rule, regulation or
order of the SEC, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.
III-7
IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed by their officers designated as of the day and year first above
written.
A I M ADVISORS, INC. AIM FUNDS MANAGEMENT INC.
ADVISER SUB-ADVISER
BY: BY:
--------------------------------- ------------------------------------
NAME: NAME:
------------------------------- ----------------------------------
TITLE: TITLE:
------------------------------ ---------------------------------
INVESCO ASSET MANAGEMENT DEUTSCHLAND,
GMBH
SUB-ADVISER
BY:
------------------------------------
NAME:
----------------------------------
TITLE:
---------------------------------
III-8
INVESCO ASSET MANAGEMENT LTD.
SUB-ADVISER
BY:
------------------------------------
NAME:
----------------------------------
TITLE:
---------------------------------
INVESCO ASSET MANAGEMENT (JAPAN) LIMITED
SUB-ADVISER
BY:
------------------------------------
NAME:
----------------------------------
TITLE:
---------------------------------
III-9
INVESCO AUSTRALIA LIMITED
SUB-ADVISER
BY:
------------------------------------
NAME:
----------------------------------
TITLE:
---------------------------------
INVESCO GLOBAL ASSET MANAGEMENT (N.A.),
INC.
SUB-ADVISER
BY:
------------------------------------
NAME:
----------------------------------
TITLE:
---------------------------------
III-10
INVESCO HONG KONG LIMITED
SUB-ADVISER
BY:
------------------------------------
NAME:
----------------------------------
TITLE:
---------------------------------
INVESCO INSTITUTIONAL (N.A.), INC.
SUB-ADVISER
BY:
------------------------------------
NAME:
----------------------------------
TITLE:
---------------------------------
III-11
INVESCO SENIOR SECURED MANAGEMENT, INC.
SUB-ADVISER
BY:
------------------------------------
NAME:
----------------------------------
TITLE:
---------------------------------
III-12
EXHIBIT A
FUNDS
Series C
Series M
III-13
EXHIBIT B
ADDRESSES OF SUB-ADVISERS
AIM Funds Management Inc.
5140 Yonge Street
Suite 900
Toronto, Ontario
Canada M2N 6X7
INVESCO Asset Management Deutschland, GmbH
Bleichstrasse 60-62
Frankfurt, Germany 60313
INVESCO Asset Management Ltd.
30 Finsbury Square
London, United Kingdom
EC2A 1AG
INVESCO Asset Management (Japan) Limited
25th Floor, Shiroyama Trust Tower
3-1, Toranoman 4-chome, Minato-Ku
Tokyo, Japan 105-6025
INVESCO Australia Limited
333 Collins Street, Level 26
Melbourne Vic 3000, Australia
INVESCO Global Asset Management (N.A.), Inc.
One Midtown Plaza
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309
INVESCO Hong Kong Limited
32nd Floor
Three Pacific Place
1 Queen's Road East
Hong Kong
INVESCO Institutional (N.A.), Inc.
One Midtown Plaza
1360 Peachtree Street, N.E.
Atlanta, Georgia 30309
INVESCO Senior Secured Management, Inc.
1166 Avenue of the Americas
New York, NY 10036
III-14
EXHIBIT A
SHARES OF AIM CORE ALLOCATION PORTFOLIO SERIES
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
- -------------------- -----------------
Series C
Series M
A-1
SHARES OF AIM EQUITY FUNDS
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
-------------------- -----------------
AIM Capital Development Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
Investor Class..........................
AIM Charter Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Constellation Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Diversified Dividend Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
Investor Class..........................
AIM Large Cap Basic Value Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
Investor Class..........................
AIM Large Cap Growth Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
Investor Class..........................
A-2
SHARES OF AIM FUNDS GROUP
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
-------------------- -----------------
AIM Basic Balanced Fund
Class A.................................
Class B.................................
Class C.................................
Institutional Class.....................
Investor Class..........................
AIM European Small Company Fund
Class A.................................
Class B.................................
Class C.................................
AIM Global Value Fund
Class A.................................
Class B.................................
Class C.................................
Institutional Class.....................
AIM International Small Company Fund
Class A.................................
Class B.................................
Class C.................................
Institutional Class.....................
AIM Mid Cap Basic Value Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Select Equity Fund
Class A.................................
Class B.................................
Class C.................................
AIM Small Cap Equity Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
A-3
SHARES OF AIM GROWTH SERIES
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
-------------------- -----------------
AIM Basic Value Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Conservative Allocation Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Global Equity Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Growth Allocation Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Income Allocation Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Independence Now Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
A-4
SHARES OF AIM GROWTH SERIES
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
-------------------- -----------------
AIM Independence 2010 Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Independence 2020 Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Independence 2030 Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Independence 2040 Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Independence 2050 Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM International Allocation Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
A-5
SHARES OF AIM GROWTH SERIES
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
-------------------- -----------------
AIM Mid Cap Core Equity Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Moderate Allocation Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Moderate Growth Allocation Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Moderately Conservative Allocation Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Small Cap Growth Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
Investor Class..........................
A-6
SHARES OF AIM INVESTMENT FUNDS
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
-------------------- -----------------
AIM China Fund
Class A.................................
Class B.................................
Class C.................................
Institutional Class.....................
AIM Developing Markets Fund
Class A.................................
Class B.................................
Class C.................................
Institutional Class.....................
AIM Global Health Care Fund
Class A.................................
Class B.................................
Class C.................................
Investor Class..........................
AIM International Total Return Fund
Class A.................................
Class B.................................
Class C.................................
Institutional Class.....................
AIM Japan Fund
Class A.................................
Class B.................................
Class C.................................
Institutional Class.....................
AIM LIBOR Alpha Fund
Class A.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Trimark Endeavor Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
A-7
SHARES OF AIM INVESTMENT FUNDS
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
-------------------- -----------------
AIM Trimark Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Trimark Small Companies Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
A-8
SHARES OF AIM INVESTMENT SECURITIES FUNDS
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
-------------------- -----------------
AIM Global Real Estate Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM High Yield Fund
Class A.................................
Class B.................................
Class C.................................
Investor Class..........................
Institutional Class.....................
AIM Income Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
Investor Class..........................
AIM Intermediate Government Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
Investor Class..........................
AIM Limited Maturity Treasury Fund
Class A.................................
Class A3................................
Institutional Class.....................
AIM Money Market Fund
AIM Cash Reserve Shares.................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
Investor Class..........................
A-9
SHARES OF AIM INVESTMENT SECURITIES FUNDS
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
-------------------- -----------------
AIM Municipal Bond Fund
Class A.................................
Class B.................................
Class C.................................
Investor Class..........................
AIM Real Estate Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
Investor Class..........................
AIM Short Term Bond Fund
Class A.................................
Class C.................................
Class R.................................
Institutional Class.....................
AIM Total Return Bond Fund
Class A.................................
Class B.................................
Class C.................................
Class R.................................
Institutional Class.....................
A-10
SHARES OF AIM TAX-EXEMPT FUNDS
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
-------------------- -----------------
AIM High Income Municipal Fund
Class A.................................
Class B.................................
Class C.................................
Institutional Class.....................
AIM Tax-Exempt Cash Fund
Class A.................................
Investor Class..........................
AIM Tax-Free Intermediate Fund
Class A.................................
Class A3................................
Institutional Class.....................
A-11
SHARES OF SHORT-TERM INVESTMENTS TRUST
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
-------------------- -----------------
Government & Agency Portfolio
Cash Management Class...................
Corporate Class.........................
Institutional Class.....................
Personal Investment Class...............
Private Investment Class................
Reserve Class...........................
Resource Class..........................
Government TaxAdvantage Portfolio
Cash Management Class...................
Corporate Class.........................
Institutional Class.....................
Personal Investment Class...............
Private Investment Class................
Reserve Class...........................
Resource Class..........................
Liquid Assets Portfolio
Cash Management Class...................
Corporate Class.........................
Institutional Class.....................
Personal Investment Class...............
Private Investment Class................
Reserve Class...........................
Resource Class..........................
STIC Prime Portfolio
Cash Management Class...................
Corporate Class.........................
Institutional Class.....................
Personal Investment Class...............
Private Investment Class................
Reserve Class...........................
Resource Class..........................
Treasury Portfolio
Cash Management Class...................
Corporate Class.........................
Institutional Class.....................
Personal Investment Class...............
Private Investment Class................
Reserve Class...........................
Resource Class..........................
A-12
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, 2006.
Aggregate Compensation From Trust(1)
--------------------------------------------------------------------------- RETIREMENT
AIM CORE AIM AIM SHORT- BENEFITS ESTIMATED TOTAL
ALLOCATION AIM AIM AIM AIM INVESTMENT TAX- TERM ACCRUED BY ANNUAL COMPENSATION
PORTFOLIO EQUITY FUNDS GROWTH INVESTMENT SECURITIES EXEMPT INVESTMENTS ALL AIM BENEFITS UPON FROM ALL
NAME OF TRUSTEE SERIES FUNDS GROUP SERIES FUNDS FUNDS FUNDS TRUST FUNDS(2) RETIREMENT(3) AIM FUNDS(4)
- ------------------ ---------- ------- ------- ------- ---------- ---------- ------ ----------- ---------- ------------- ------------
Bob R. Baker $2,206 $28,150 $12,986 $23,246 $ 9,714 $17,340 $3,892 $41,767 $230,089 $177,882 $225,000
Frank S. Bayley 2,366 30,186 13,904 24,892 10,427 18,506 4,175 44,796 160,600 126,750 241,000
James T. Bunch 2,046 25,384 11,635 21,020 8,819 16,098 3,608 38,739 149,379 126,750 203,500
Bruce L. Crockett 4,184 50,677 23,160 41,464 17,589 32,493 7,160 79,197 83,163 126,750 402,000
Albert R. Dowden 2,366 30,318 13,983 24,997 10,460 18,544 4,175 44,796 105,204 126,750 242,000
Jack M. Fields 2,046 26,247 12,147 21,704 9,034 16,098 3,608 38,739 104,145 126,750 210,000
Carl Frischling(5) 2,046 26,247 12,147 21,704 9,034 16,098 3,608 38,739 91,932 126,750 210,000
Prema Mathai-Davis 2,144 28,017 12,580 22,477 9,681 16,790 4,175 40,571 102,401 126,750 217,500
Lewis F. Pennock 2,046 26,247 12,147 21,704 9,034 16,098 3,608 38,739 85,580 126,750 210,000
Ruth H. Quigley(6) 2,366 29,963 13,983 24,997 10,371 18,544 4,175 44,796 187,330 126,750 242,000
Larry Soll 2,046 26,247 12,147 21,704 9,034 16,098 3,608 38,739 193,510 146,697 210,000
Raymond Stickel,
Jr. 2,366 28,130 13,196 23,821 9,841 18,544 4,118 44,796 77,561 126,750 230,750
(1) Amounts shown for AIM Equity Funds and AIM Investment Funds are as of their
fiscal years ended October 31, 2006. Amounts shown for AIM Tax-Exempt Funds
are as of its fiscal year ended March 31, 2007. Amounts shown for AIM
Investment Securities Funds are as of its fiscal year ended July 31, 2007.
Amounts shown for AIM Core Allocation Portfolio Series and Short-Term
Investments Trust are as of their fiscal years ended August 31, 2007.
Amounts shown for AIM Funds Group and AIM Growth Series are as of their
fiscal years ended December 31, 2006. The total amount of compensation
deferred by all trustees of AIM Tax-Exempt Funds, during the fiscal year
ended March 31, 2007, including earnings, was $14,741. The total amount of
compensation deferred by all trustees of AIM Investment Securities Fund
during the fiscal year ended July 31, 2007, including earnings, was
$64,617. The total amount of compensation deferred by all trustees of AIM
Core Allocation Portfolio Series and Short-Term Investments Trust during
the fiscal year ended August 31, 2007, including earnings, was $4,932 and
$144,358, respectively. The total amount of compensation deferred by all
trustees of AIM Equity Funds and AIM Investments Funds during the fiscal
year ended October 31, 2006, including earnings, was $106,701 and $21,296
respectively. The total amount of compensation deferred by all trustees of
AIM Funds Group and AIM Growth Series during the fiscal year ended December
31, 2006, including earnings, was $41,353 and $56,666, respectively.
(2) During the fiscal year ended March 31, 2007, the total amount of expenses
allocated to AIM Tax-Exempt Funds, in respect of such retirement benefits
was $13,054. During the fiscal year ended July 31, 2007, the total amount
of expenses allocated to AIM Investment Securities Funds in respect of such
retirement benefits was $106,850. During the fiscal year ended August 31,
2007, the total amount of expenses allocated to AIM Core Allocation
Portfolio Series and Short-Term Investments Trust in respect of such
retirement benefits was $0 and $616,797, respectively. During the fiscal
year ended October 31, 2006, the total amount of expenses allocated to AIM
Equity Funds and AIM Investment Funds in respect of such retirement
benefits was $236,675 and $24,699, respectively. During the fiscal year
ended December 31, 2006, the total amount of expenses allocated to AIM
Funds Group and AIM Growth Series in respect of such retirement benefits
was $82,797 and $191,037, respectively.
(3) These amounts represent the estimated annual benefits payable by the AIM
Funds upon the trustee's retirement and assumes each trustee serves until
his or her anticipated retirement date.
(4) All trustees currently serve as trustees of 16 registered investment
companies advised by AIM.
(5) During the fiscal year ended March 31, 2007, AIM Tax-Exempt Funds paid
$14,364 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 July 31, 2007, AIM
Investment Securities Funds paid $62,939 in legal fees to Kramer Levin for
services rendered by such firm as counsel to the independent trustees of
the Trust. During the fiscal year ended August 31, 2007, AIM Core
Allocation Portfolio Series and Short-Term Investments Trust paid $0 and
$179,886, respectively in legal fees to Kramer Levin for services rendered
by such firm as counsel to the independent trustees of the Trusts. During
the fiscal year ended October 31, 2006, AIM Equity Funds, AIM Investment
Funds and paid $75,027 and $28,356, respectively in legal fees to Kramer
Levin for services rendered by such firm as counsel to the independent
trustees of the Trusts. During the fiscal year ended December 31, 2006, AIM
Funds Group and AIM Growth Series paid $14,483 and $84,795, respectively in
legal fees to Kramer Levin for services rendered by such firm as counsel to
the independent trustees of the Trusts. Mr. Frischling is a partner of
Kramer Levin.
(6) Miss Quigley will retire effective as of December 31, 2007.
B-1
EXHIBIT C
PRINCIPAL EXECUTIVE OFFICER AND DIRECTORS OF AFFILIATED SUB-ADVISERS
AIM FUNDS MANAGEMENT INC.
The following table provides information with respect to the principal
executive officer and the directors of AIM Funds Management Inc. The business
address of the principal executive officer and each director is 5140 Yonge
Street, Suite 900, Toronto, Ontario M2N 6X7.
NAME POSITION PRINCIPAL OCCUPATION
- ---- ----------------------- -----------------------------------------------
Philip Alexander Taylor Director, President and Director, Chief Executive Officer and
Chief Executive Officer President, AIM Mutual Fund Dealer Inc.
(registered broker dealer), A I M Advisors,
Inc., AIM Funds Management Inc. d/b/a INVESCO
Enterprise Services (registered investment
advisor and registered transfer agent) and 1371
Preferred Inc. (holding company); AIM Trimark
Corporate Class Inc. -(corporate mutual fund
company) and AIM Trimark Canada Fund Inc.
(corporate mutual fund company); Director,
Chairman, Chief Executive Officer and
President, A I M Management Group Inc., and A I
M Capital Management, Inc. (registered
investment advisor); Director and President,
INVESCO Funds Group, Inc. (registered
investment advisor and registered transfer
agent) and AIM GP Canada Inc. (general partner
for limited partnership); Director, A I M
Distributors, Inc. (registered broker dealer);
Director and Chairman, AIM Investment Services,
Inc. (registered transfer agent), and INVESCO
Distributors, Inc. (registered broker dealer);
Director, President and Chairman, IVZ Callco
Inc. (holding company), INVESCO Inc. (holding
company) and AIM Canada Holdings Inc. (holding
company); Trustee, President and Principal
Executive Officer, The AIM Family of Funds(R)
(other than AIM Treasurer's Series Trust,
Short-Term Investments Trust and Tax-Free
Investments Trust only); Trustee and Executive
Vice President, The AIM Family of Funds(R) (AIM
Treasurer's Series Trust, Short-Term
Investments Trust and Tax-Free Investments
Trust only); and Manager, PowerShares Capital
Management LLC.
C-1
NAME POSITION PRINCIPAL OCCUPATION
- ---- ----------------------- -----------------------------------------------
David Colvin Warren Director, Chief Vice President, 1371 Preferred Inc., AIM Funds
Financial Officer and Management Inc., AIM Mutual Fund Dealer Inc.,
Executive Vice INVESCO Inc., and IVZ Callco Inc.; Director,
President AIM Canada Holdings Inc. and AIM GP Canada
Inc.; Senior Vice President and Chief
Administration Officer, A I M Advisors, Inc., A
I M Capital Management, Inc. and AIM Private
Asset Management, Inc.; and Senior Vice
President, A I M Management Group Inc.
Peter Intraligi Director, Chief Director and Senior Vice President, 1371
Operating Officer and Preferred Inc.; Director, AIM Canada Holdings
Executive Vice Inc.; Director, Chief Operating Officer and
President Executive Vice President, AIM Funds Management
Inc. and IVZ Callco Inc.; Director and
Executive Vice President, INVESCO Inc.
Susan J. Han Director, General Director, General Counsel, Senior Vice
Counsel, Senior Vice President and Secretary, AIM Funds Management
President and Secretary Inc. and 1371 Preferred Inc.; Director and
Secretary, INVESCO Inc., AIM Canada Holdings
Inc., AIM Mutual Fund Dealer Inc., AIM GP
Canada Inc. and IVZ Callco Inc.; Senior Vice
President, General Counsel and Secretary, AIM
Trimark Corporate Class Inc. and AIM Trimark
Canada Fund Inc.
Graham Anderson Director and Senior Director, Senior Vice President, Investments
Vice President, Operations, AIM Funds Management Inc.
Investments Operations
INVESCO ASSET MANAGEMENT DEUTSCHLAND, GMBH
The following table provides information with respect to the principal
executive officer and the directors of INVESCO Asset Management Deutschland,
GmbH. The business address of the principal executive officer and each director
is Bleichstrasse 60-62, Frankfurt, Germany 60313.
NAME POSITION PRINCIPAL OCCUPATION
- ---- ----------------------- -----------------------------------------------
[Karl-George Bayer Director Managing Director, INVESCO Asset Management
Deutschland GmbH.
Bernhard Lander Director Need to locate information
Alexander Heinrich Director Managing Director, INVESCO Asset Management
Lehmann Deutschland GmbH and President, INVESCO Asset
Management (Switzerland) Ltd.
Christian Puschmann Director Director, INVESCO Holding Germany Ltd & Co
C-2
OHG and INVESCO Kapitalanlagegesellschaft mbH;
and Manager, INVESCO Asset Management
Deutschland GmbH.]
INVESCO ASSET MANAGEMENT LTD.
The following table provides information with respect to the principal
executive officer and the directors of INVESCO Asset Management Ltd. The
business address of the principal executive officer and each director is 30
Finsbury Square, London, EC2A 1AG, United Kingdom.
NAME POSITION PRINCIPAL OCCUPATION
- ---- ----------------------- -----------------------------------------------
[Robert John Duthie Director Director, Atlantic Wealth Management Limited, C
M Investment Nominees Limited, INVESCO
Administration Services Limited, INVESCO Asset
Management Limited, INVESCO Fund Managers
Limited, INVESCO Global Investment Funds
Limited, INVESCO Group Limited, INVESCO GT
Asset Management PLC, INVESCO North American
Group Limited, INVESCO Pacific Group Limited,
INVESCO Pensions Limited, INVESCO Savings
Scheme (Nominees) Limited, INVESCO Trustee
Corporation Limited, INVESCO UK Holdings PLC,
INVESCO UK Limited, Perpetual Administration
Limited, Perpetual plc, Perpetual Portfolio
Management Limited, Perpetual Unit Trust
Management (Nominees) Limited and Sermon Lane
Nominees Limited.
C-3
NAME POSITION PRINCIPAL OCCUPATION
- ---- ----------------------- -----------------------------------------------
Roderick George Howard Director Director, Atlantic Wealth Management Limited, C
Ellis M Investment Nominees Limited, INVESCO
Administration Services Limited, INVESCO Asset
Management Limited, INVESCO Asset Management
SA, INVESCO CE SA, INVESCO CE Services SA,
INVESCO Continental Europe Holdings SA, INVESCO
Continental Europe Service Centre SA, INVESCO
Fund Managers Limited, INVESCO Global
Investment Funds Limited, INVESCO Group
Limited, INVESCO GT Asset Management PLC,
INVESCO Holland B.V., INVESCO International
(Southern Africa) Limited, INVESCO Pacific
Group Limited, INVESCO Pensions Limited,
INVESCO Real Estate Limited, INVESCO Savings
Scheme (Nominees) Limited, INVESCO UK Holdings
PLC, INVESCO UK Limited, Perpetual
Administration Limited, Perpetual plc,
Perpetual Portfolio Management Limited,
Perpetual Unit Trust Management (Nominees)
Limited and Sermon Lane Nominees Limited;
Supervisory Board, INVESCO Asset Management
Oesterreich GmbH and INVESCO
Kapitalanlagegesellschaft mbH; Director and
Deputy Chairman, INVESO Global Asset Management
(Bermuda) Limited; and Director, Chief
Executive Officer and President, INVESCO
Pacific Holdings Limited.
Robert John Yerbury Director Director and Chief Executive, Atlantic Wealth
Management Limited, INVESCO Administration
Services Limited, INVESCO Asset Management
Limited, INVESCO Fund Managers Limited, INVESCO
Global Investment Funds Limited, INVESCO
Pension Limited and Perpetual Portfolio
Management Limited; Director, INVESCO UK
Limited and Perpetual plc; and Executive
Management and Senior Managing Director,
INVESCO PLC.
John Rowland Director Director, Atlantic Wealth Management Limited,
INVESCO Administration Services Limited,
INVESCO Asset Management Ireland Limited,
INVESCO Asset Management Limited, INVESCO Fund
Managers Limited, INVESCO Global Distributors
Limited, INVESCO Global Investment Funds
Limited, INVESCO Management S.A., INVESCO UK
Limited, Investment Fund Administrators Limited
and Perpetual Portfolio Management Limited.
C-4
NAME POSITION PRINCIPAL OCCUPATION
- ---- ----------------------- -----------------------------------------------
Graeme John Proudfoot Director Director, Atlantic Wealth Management Limited, C
M Investment Nominees Limited, INVESCO
Administration Services Limited, INVESCO Asset
Management Limited, INVESCO Fund Managers
Limited, INVESCO Global Investment Funds
Limited, INVESCO Group Limited, INVESCO GT
Asset Management PLC, INVESCO International
Holdings Limited, INVESCO North American Group
Limited, INVESCO Pacific Group Limited, INVESCO
Savings Scheme (Nominees) Limited, INVESCO
Trustee Corporation Limited, INVESCO UK
Holdings PLC, INVESCO UK Limited, IST 123 LTD,
Lombard Place Securities Limited, Perpetual
Administration Limited, Perpetual plc,
Perpetual Unit Trust Management (Nominees)
Limited, Sermon Lane Nominees Limited;
Alternate Director, INVESCO Japan Discovery
Trust plc; Director and Secretary, AMVESCAP
Limited and Atlantic Wealth Holdings Limited;
Director and Vice President, INVESCO Pacific
Holdings Limited; and Secretary, Royal Canoe
Club Trust.
Ian David Trevers Director Director, INVESCO Administration Services
Limited, INVESCO Asset Management Limited,
INVESCO Fund Managers Limited, INVESCO Global
Investment Funds Limited, and INVESCO Pensions
Limited.
Nigel Marcus Doman Director Director, A I M Global Management Company
Limited and INVESCO Asset Management Limited. ]
C-5
INVESCO ASSET MANAGEMENT (JAPAN) LIMITED
The following table provides information with respect to the principal
executive officer and the directors of INVESCO Asset Management (Japan) Limited.
The business address of the principal executive officer and each director is
25th Floor, Shiroyama Trust Tower, 3-1, Toranomon 4-chome, Minato-ku, Tokyo
105-6025, Japan.
NAME POSITION PRINCIPAL OCCUPATION
- ---- ----------------------- -----------------------------------------------
Andrew Tak Shing Lo Director Chairman and Director, County Investment
Management Pty Ltd, Invesco Asset Management
Australia (Holdings) Ltd, Invesco Australia
Limited and Invesco Pacific Partner Ltd;
Director, Invesco Asset Management (Japan) Ltd,
Invesco Asset Management Asia Limited., Invesco
Asset Management Pacific Limited., Invesco
Asset Management Singapore Ltd., Invesco Hong
Kong Limited, INVESCO Great Wall Fund
Management Company Limited, Invesco Pacific
Holdings Limited, and Invesco Taiwan Limited;
Executive Management Committee, Invesco PLC;
and Vice President, Invesco Institutional
(N.A.), Inc.
[Atsushi Kawakami Director Director, INVESCO Asset Management (Japan) Ltd.
Alexander Maurice Prout Chief Executive Officer Chief Representative Director, INVESCO Asset
Management (Japan) Ltd.
Masakazu Hasegawa Director Director, INVESCO Asset Management (Japan) Ltd.
and INVESCO Pacific Partner Ltd. ]
INVESCO AUSTRALIA LIMITED
The following table provides information with respect to the principal
executive officer and the directors of INVESCO Australia Limited. The business
address of the principal executive officer and each director is 333 Collins
Street, Level 26, Melbourne, Victoria 3000, Australia.
NAME POSITION PRINCIPAL OCCUPATION
- ---- ----------------------- -----------------------------------------------
[_____] [_____] [_____]
C-6
INVESCO GLOBAL ASSET MANAGEMENT (N.A.), INC.
The following table provides information with respect to the principal
executive officer and the directors of INVESCO Global Asset Management (N.A.),
Inc. The business address of the principal executive officer and each director
is One Midtown Plaza, 1360 Peachtree Street, N.E., Atlanta, Georgia 30309.
NAME POSITION PRINCIPAL OCCUPATION
- ---- ----------------------- -----------------------------------------------
Kirk Fredrick Holland Chief Executive Officer Chief Executive Officer and President, INVESCO
and President Global Asset Management (N.A.), Inc.; and Vice
President, INVESCO Institutional (N.A.), Inc.
David Alexander Hartley Director and Chief Director, Atlantic Trust Company, N.A., INVESCO
Financial Officer (NY) Trust Company, INVESCO National Trust
Company, INVESCO Realty, Inc. and INVESCO
Senior Secured Management, Inc.; Director,
Chief Financial Officer and Vice President,
INVESCO Asset Management (Bermuda) Ltd.;
Director and Chief Financial Officer, INVESCO
Global Asset Management (N.A.), Inc. and
INVESCO Institutional (N.A.), Inc.; Treasurer
and Chief Accounting Officer, A I M Advisors,
Inc., A I M Capital Management, Inc. and AIM
Private Asset Management, Inc.; Treasurer and
Chief Financial Officer, A I M Distributors,
Inc., A I M Management Group Inc., and AIM
Investment Services, Inc., and Treasurer, AIM
Global Holdings, Inc., A I M Global Ventures,
Co., AIM Retirement Services, Inc., INVESCO
Distributors, Inc., and INVESCO Funds Group,
Inc.
Gregory Mark Armour Director Chairman and Director, INVESCO Global Asset
Management (N.A.) Inc., INVESCO Private Capital
Investments, Inc., INVESCO Private Capital,
Inc. and INVESCO Senior Secured Management,
Inc.; Chairman, Chief Executive Officer and
President, INVESCO Institutional (N.A), Inc.
and INVESCO Realty, Inc. Director and
President, INVESCO Asset Management (Bermuda)
Ltd.; and Senior Managing Director, INVESCO
PLC.
C-7
INVESCO HONG KONG LIMITED
The following table provides information with respect to the principal
executive officer and the directors of INVESCO Hong Kong Limited. The business
address of the principal executive officer and each director is 32nd Floor,
Three Pacific Place, 1 Queen's Road East, Hong Kong.
NAME POSITION PRINCIPAL OCCUPATION
- ---- ----------------------- -----------------------------------------------
Andrew Tak Shing Lo Director and Chief Chairman and Director, County Investment
Executive Officer Management Pty Ltd, Invesco Asset Management
Australia (Holdings) Ltd, Invesco Australia
Limited and Invesco Pacific Partner Ltd;
Director, Invesco Asset Management (Japan) Ltd,
Invesco Asset Management Asia Limited., Invesco
Asset Management Pacific Limited., Invesco
Asset Management Singapore Ltd., Invesco Hong
Kong Limited, INVESCO Great Wall Fund
Management Company Limited, Invesco Pacific
Holdings Limited, and Invesco Taiwan Limited;
Executive Management Committee, Invesco PLC;
and Vice President, Invesco Institutional
(N.A.), Inc.
Jeremy Charles Simpson Director Director, INVESCO (B.V.I) NOMINEES LIMITED,
Invesco Asset Management Asia Ltd, Invesco
Asset Management Australia (Holdings) Ltd,
Invesco Asset Management Pacific Limited,
Invesco Asset Management Singapore Ltd, Invesco
Australia Limited and Invesco Pacific Holdings
Limited; Director and Finance Director, Invesco
Hong Kong Limited; Director and Deputy
Chairman, Invesco Pacific Partner Ltd; and
Secretary, IRE (Hong Kong) Limited.
Gracie Yuen See Liu Director Director, INVESCO (B.V.I) NOMINEES LIMITED,
Invesco Asset Management Asia Limited and
Invesco Hong Kong Limited.
John Gerald Greenwood Director Director, Invesco Asset Management Asia Limited
and Invesco Asset Management Singapore Ltd; and
Director and Vice Chairman, Invesco Hong Kong
Limited.
Siu Mei Lee Director Director, INVESCO (B.V.I) NOMINEES LIMITED,
Invesco Asset Management Asia Limited and
Invesco Hong Kong Limited.
C-8
NAME POSITION PRINCIPAL OCCUPATION
- ---- ----------------------- -----------------------------------------------
Anna Seen Ming Tong Director Director, INVESCO (B.V.I) NOMINEES LIMITED,
Invesco Asset Management Asia Limited, Invesco
Asset Management Pacific Limited, Invesco Asset
Management Singapore Ltd and Invesco Hong Kong
Limited.
INVESCO INSTITUTIONAL (N.A.), INC.
The following table provides information with respect to the principal
executive officer and the directors of INVESCO Institutional (N.A.), Inc. The
business address of the principal executive officer and each director is One
Midtown Plaza, 1360 Peachtree Street, N.E., Atlanta, Georgia 30309.
NAME POSITION PRINCIPAL OCCUPATION
- ---- ----------------------- -----------------------------------------------
David Alexander Hartley Director and Chief Director, Atlantic Trust Company, N.A., INVESCO
Financial Officer (NY) Trust Company, INVESCO National Trust
Company, INVESCO Realty, Inc. and INVESCO
Senior Secured Management, Inc.; Director,
Chief Financial Officer and Vice President,
INVESCO Asset Management (Bermuda) Ltd.;
Director and Chief Financial Officer, INVESCO
Global Asset Management (N.A.), Inc. and
INVESCO Institutional (N.A.), Inc.; Treasurer
and Chief Accounting Officer, A I M Advisors,
Inc., A I M Capital Management, Inc. and AIM
Private Asset Management, Inc.; Treasurer and
Chief Financial Officer, A I M Distributors,
Inc., A I M Management Group Inc., and AIM
Investment Services, Inc., and Treasurer, AIM
Global Holdings, Inc., A I M Global Ventures,
Co., AIM Retirement Services, Inc., INVESCO
Distributors, Inc., and INVESCO Funds Group,
Inc.
Gregory Mark Armour Director, Chief Chairman and Director, INVESCO Global Asset
Executive Officer and Management (N.A.) Inc., INVESCO Private Capital
President Investments, Inc., INVESCO Private Capital,
Inc. and INVESCO Senior Secured Management,
Inc.; Chairman, Chief Executive Officer and
President, INVESCO Institutional (N.A), Inc.
and INVESCO Realty, Inc. Director and
President, INVESCO Asset Management (Bermuda)
Ltd.; and Senior Managing Director, INVESCO
PLC.
C-9
INVESCO SENIOR SECURED MANAGEMENT, INC.
The following table provides information with respect to the principal
executive officer and the directors of INVESCO Senior Secured Management, Inc.
The business address of the principal executive officer and each director is
1166 Avenue of the Americas, New York, New York 10036.
NAME POSITION PRINCIPAL OCCUPATION
- ---- ----------------------- -----------------------------------------------
David Alexander Hartley Director and Chief Director, Atlantic Trust Company, N.A., INVESCO
Financial Officer (NY) Trust Company, INVESCO National Trust
Company, INVESCO Realty, Inc. and INVESCO
Senior Secured Management, Inc.; Director,
Chief Financial Officer and Vice President,
INVESCO Asset Management (Bermuda) Ltd.;
Director and Chief Financial Officer, INVESCO
Global Asset Management (N.A.), Inc. and
INVESCO Institutional (N.A.), Inc.; Treasurer
and Chief Accounting Officer, A I M Advisors,
Inc., A I M Capital Management, Inc. and AIM
Private Asset Management, Inc.; Treasurer and
Chief Financial Officer, A I M Distributors,
Inc., A I M Management Group Inc., and AIM
Investment Services, Inc., and Treasurer, AIM
Global Holdings, Inc., A I M Global Ventures,
Co., AIM Retirement Services, Inc., INVESCO
Distributors, Inc., and INVESCO Funds Group,
Inc.
Gregory Stoeckle Managing Director and Managing Director and President, INVESCO Senior
President Secured Management, Inc. and Senior Vice
President, INVESCO Private Capital, Inc.
Gregory Mark Armour Director Chairman and Director, INVESCO Global Asset
Management (N.A.) Inc., INVESCO Private Capital
Investments, Inc., INVESCO Private Capital,
Inc. and INVESCO Senior Secured Management,
Inc.; Chairman, Chief Executive Officer and
President, INVESCO Institutional (N.A), Inc.
and INVESCO Realty, Inc. Director and
President, INVESCO Asset Management (Bermuda)
Ltd.; and Senior Managing Director, INVESCO
PLC.
C-10
EXHIBIT D
EXISTING SUB-ADVISORY AGREEMENTS
DATE SUB-ADVISER BECAME DATE LAST SUBMITTED
SUB-ADVISER UNDER EXISTING TO A VOTE OF
NAME OF FUND AND SUB-ADVISER SUB-ADVISORY AGREEMENT SHAREHOLDERS
- ---------------------------- -------------------------- -------------------
AIM CHINA FUND March 31, 2006 N/A(1)
(INVESCO HONG KONG LIMITED)
AIM GLOBAL REAL ESTATE FUND April 29, 2005 N/A(1)
(INVESCO INSTITUTIONAL (N.A.), INC.)
AIM LIBOR ALPHA FUND March 31, 2006 N/A(1)
(INVESCO INSTITUTIONAL (N.A.), INC.)
AIM INTERNATIONAL TOTAL RETURN FUND March 31, 2006 N/A(1)
(INVESCO ASSET MANAGEMENT LIMITED)
AIM JAPAN FUND March 31, 2006 N/A(1)
(INVESCO ASSET MANAGEMENT (JAPAN) LIMITED)
AIM REAL ESTATE FUND October 29, 2003 October 21, 2003(2)
(INVESCO INSTITUTIONAL (N.A.), INC.)
AIM TRIMARK ENDEAVOR FUND November 4, 2003 N/A(1)
(AIM FUNDS MANAGEMENT INC.)
AIM TRIMARK FUND November 4, 2003 N/A(1)
(AIM FUNDS MANAGEMENT INC.)
AIM TRIMARK SMALL COMPANIES FUND November 4, 2003 N/A(1)
(AIM FUNDS MANAGEMENT INC.)
SERIES C December 30, 2005 N/A(1)
(INVESCO INSTITUTIONAL (N.A.), INC.)
SERIES M December 30, 2005 N/A(1)
(INVESCO INSTITUTIONAL (N.A.), INC.)
- ----------
(1) THE APPLICABLE FUND'S INITIAL SHAREHOLDER INITIALLY APPROVED THE
SUB-ADVISORY AGREEMENT AND SUCH FUND'S PUBLIC SHAREHOLDERS HAVE NOT
SUBSEQUENTLY VOTED ON THE SUB-ADVISORY AGREEMENT.
(2) ON NOVEMBER 3, 2003, INVESCO REAL ESTATE OPPORTUNITY FUND WAS COMBINED WITH
AIM REAL ESTATE FUND. IN CONNECTION WITH SUCH COMBINATION, SHAREHOLDERS OF
INVESCO REAL ESTATE OPPORTUNITY FUND VOTED ON THE SUB-ADVISORY AGREEMENT ON
OCTOBER 21, 2003.
D-1
EXHIBIT E
SUB-ADVISORY FEE SCHEDULES FOR OTHER AIM FUNDS
THE FOLLOWING TABLE PROVIDES INFORMATION WITH RESPECT TO THE ANNUAL
SUB-ADVISORY FEE RATES PAID TO INVESCO INSTITUTIONAL (N.A.), INC. BY A I M
ADVISORS, INC. ("AIM"), THE INVESTMENT ADVISER TO THE FUNDS LISTED IN THE
FOLLOWING TABLE, ALL OF WHICH HAVE SIMILAR INVESTMENT OBJECTIVES.
FEE WAIVER, EXPENSE
TOTAL NET ASSETS FOR LIMITATIONS AND/OR EXPENSE
THE MOST RECENTLY REIMBURSEMENTS FOR THE MOST
ANNUAL SUB-ADVISORY COMPLETED FISCAL RECENTLY COMPLETED FISCAL
NAME OF FUND FEE RATE PERIOD OR YEAR PERIOD OR YEAR
- ------------ ---------------------------- -------------------- ---------------------------
AIM GLOBAL REAL ESTATE FUND 40% of the compensation paid $ 662,316,830
by the Fund to AIM on the
sub-advised assets
AIM REAL ESTATE FUND 40% of the compensation paid $1,453,676,572
by the Fund to AIM on the
sub-advised assets
AIM SELECT REAL ESTATE 40% of the compensation paid $ 224,637,143
INCOME FUND by the Fund to AIM on the
sub-advised assets
AIM V.I. GLOBAL REAL ESTATE 40% of the compensation paid $ 193,065,749
FUND by the Fund to AIM on the
sub-advised assets
E-1
EXHIBIT F
CURRENT TEXT OF THE FIRST PARAGRAPH OF SECTION 6.1 OF EACH DECLARATION OF TRUST
"SECTION 6.1 VOTING POWERS. THE SHAREHOLDERS SHALL HAVE POWER TO VOTE ONLY
TO: (I) ELECT TRUSTEES, PROVIDED THAT A MEETING OF SHAREHOLDERS HAS BEEN CALLED
FOR THAT PURPOSE; (II) REMOVE TRUSTEES, PROVIDED THAT A MEETING OF SHAREHOLDERS
HAS BEEN CALLED FOR THAT PURPOSE; (III) APPROVE THE TERMINATION OF THE TRUST OR
ANY PORTFOLIO OR CLASS, PROVIDED THAT THE TRUSTEES HAVE CALLED A MEETING OF THE
SHAREHOLDERS FOR THE PURPOSE OF APPROVING ANY SUCH TERMINATION, UNLESS, AS OF
THE DATE ON WHICH THE TRUSTEES HAVE DETERMINED TO SO TERMINATE THE TRUST OR SUCH
PORTFOLIO OR CLASS, THERE ARE FEWER THAN 100 HOLDERS OF RECORD OF THE TRUST OR
OF SUCH TERMINATING PORTFOLIO OR CLASS; (IV) APPROVE THE SALE OF ALL OR
SUBSTANTIALLY ALL THE ASSETS OF THE TRUST OR ANY PORTFOLIO OR CLASS, UNLESS THE
PRIMARY PURPOSE OF SUCH SALE IS TO CHANGE THE TRUST'S DOMICILE OR FORM OF
ORGANIZATION OR FORM OF STATUTORY TRUST; (V) APPROVE THE MERGER OR CONSOLIDATION
OF THE TRUST OR ANY PORTFOLIO OR CLASS WITH AND INTO ANOTHER COMPANY OR WITH AND
INTO ANY PORTFOLIO OR CLASS OF THE TRUST, UNLESS (A) THE PRIMARY PURPOSE OF SUCH
MERGER OR CONSOLIDATION IS TO CHANGE THE TRUST'S DOMICILE OR FORM OF
ORGANIZATION OR FORM OF STATUTORY TRUST, OR (B) AFTER GIVING EFFECT TO SUCH
MERGER OR CONSOLIDATION, BASED ON THE NUMBER OF OUTSTANDING SHARES AS OF A DATE
SELECTED BY THE TRUSTEES, THE SHAREHOLDERS OF THE TRUST OR SUCH PORTFOLIO OR
CLASS WILL HAVE A MAJORITY OF THE OUTSTANDING SHARES OF THE SURVIVING COMPANY OR
PORTFOLIO OR CLASS THEREOF, AS THE CASE MAY BE; (VI) APPROVE ANY AMENDMENT TO
THIS ARTICLE VI, SECTION 6.1; AND (VII) APPROVE SUCH ADDITIONAL MATTERS AS MAY
BE REQUIRED BY LAW OR AS THE TRUSTEES, IN THEIR SOLE DISCRETION, SHALL
DETERMINE."
F-1
EXHIBIT G
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 FOR A
ONE YEAR TERM OR UNTIL HIS OR HER SUCCESSOR IS ELECTED AND QUALIFIED. THE
BUSINESS ADDRESS OF EACH OF THE FOLLOWING PERSONS IS 11 GREENWAY PLAZA, SUITE
100, HOUSTON, TEXAS 77046.
Name, Year Of Birth And Officer Principal Occupation(s) During
Position(S) Held With Trust Since Name of Trust(s) Past 5 Years
- --------------------------- ------- ------------------------------------ --------------------------------
PHILIP A. TAYLOR(1) - 1954 2006
AIM Core Allocation Portfolio Series Information about Mr. Taylor is
PRESIDENT AND PRINCIPAL AIM Equity Funds presented earlier in this proxy
EXECUTIVE OFFICER AIM Funds Group statement under "Proposal 1 -
AIM Growth Series Election of Trustees - Who Are
AIM Investment Funds the Nominees? - Nominees Who
AIM Investment Securities Funds Currently Are Interested
AIM Tax-Exempt Funds Persons."
EXECUTIVE VICE PRESIDENT Short-Term Investments Trust
(1) Mr. Taylor is considered an interested person of the Funds because he is an
officer and a director of the adviser to, and a director of the principal
underwriter of the Funds.
G-1
Name, Year Of Birth And Officer Principal Occupation(s) During
Position(S) Held With Trust Since Name of Trust(s) Past 5 Years
- --------------------------- ------- ------------------------------------ --------------------------------
KAREN DUNN KELLEY - 1960 1989 Short-Term Investments Trust Head of INVESCO's World Wide
PRESIDENT AND PRINCIPAL Fixed Income and Cash
EXECUTIVE OFFICER 2005 AIM Core Allocation Portfolio Series Management Group; Director of
Cash Management and Senior Vice
VICE PRESIDENT 2004 AIM Equity Funds President, A I M Advisors, Inc.
AIM Growth Series and A I M Capital Management,
AIM Investment Funds Inc.; Executive Vice President,
A I M Distributors, Inc.; Vice
1993 AIM Tax-Exempt Funds President, The AIM Family of
Funds(R) (other than AIM
Treasurer's Series Trust,
1992 AIM Funds Group Short-Term Investments Trust
AIM Investment Securities Funds and Tax-Free Investments
Trust); and President and
Principal Executive Officer,
The AIM Family of Funds(R) (AIM
Treasurer's Series Trust,
Short-Term Investments Trust
and Tax-Free Investments Trust
only)
Formerly: Director and
President, Fund Management
Company, Chief Cash Management
Officer and Managing Director,
A I M Capital Management, Inc.;
Vice President, A I M Advisors,
Inc. and The AIM Family of
Funds(R) (AIM Treasurer's Series
Trust, Short-Term Investments
Trust and Tax-Free Investments
Trust only)
RUSSELL C. BURK - 1958 2005 AIM Core Allocation Portfolio Series Senior Vice President and
SENIOR VICE PRESIDENT AND AIM Equity Funds Senior Officer, The AIM Family
SENIOR OFFICER AIM Funds Group of Funds(R)
AIM Growth Series Formerly: Director of
AIM Investment Funds Compliance and Assistant
AIM Investment Securities Funds General Counsel, ICON Advisers,
AIM Tax-Exempt Funds Inc.; Financial Consultant,
Short-Term Investments Trust Merrill Lynch; General Counsel
and Director of Compliance,
ALPS Mutual Funds, Inc.
JOHN M. ZERR - 1962 2006 AIM Core Allocation Portfolio Series Director, Senior Vice
SENIOR VICE PRESIDENT, CHIEF AIM Equity Funds President, Secretary and
LEGAL OFFICER AND SECRETARY AIM Funds Group General Counsel, A I M
AIM Growth Series Management Group Inc., A I M
AIM Investment Funds Advisors, Inc. and A I M
AIM Investment Securities Funds Capital Management, Inc.;
AIM Tax-Exempt Funds Director, Vice President and
Secretary, INVESCO
Distributors, Inc. and AIM
G-2
Name, Year Of Birth And Officer Principal Occupation(s) During
Position(S) Held With Trust Since Name of Trust(s) Past 5 Years
- --------------------------- ------- ------------------------------------ --------------------------------
Short-Term Investments Trust Investment Services, Inc.;
Director, Senior Vice President
and Secretary, A I M
Distributors, Inc.; Director
and Vice President, INVESCO
Funds Group, Inc.; Senior Vice
President, Chief Legal Officer
and Secretary, The AIM Family
of Funds(R); and Manager,
PowerShares Capital Management
LLC
Formerly: Director, Vice
President and Secretary, Fund
Management Company; Vice
President, A I M Capital
Management, Inc.; Chief
Operating Officer, Senior Vice
President, General Counsel and
Secretary, Liberty Ridge
Capital, Inc. (an investment
adviser); Vice President and
Secretary, PBHG Funds (an
investment company); Vice
President and Secretary, PBHG
Insurance Series Fund (an
investment company); Chief
Operating Officer, General
Counsel and Secretary, Old
Mutual Investment Partners (a
broker-dealer); General Counsel
and Secretary, Old Mutual Fund
Services (an administrator);
General Counsel and Secretary,
Old Mutual Shareholder Services
(a shareholder servicing
center); Executive Vice
President, General Counsel and
Secretary, Old Mutual Capital,
Inc. (an investment adviser);
and Vice President and
Secretary, Old Mutual Advisors
Funds (an investment company)
LISA O. BRINKLEY - 1959 2005 AIM Core Allocation Portfolio Series Global Compliance Director,
VICE PRESIDENT INVESCO PLC; and Vice
2004 AIM Equity Funds President, The AIM Family of
AIM Funds Group Funds(R)
AIM Growth Series
AIM Investment Funds Formerly: Senior Vice
AIM Investment Securities Funds President, A I M Management
AIM Tax-Exempt Funds Group Inc.; Senior Vice
G-3
Name, Year Of Birth And Officer Principal Occupation(s) During
Position(S) Held With Trust Since Name of Trust(s) Past 5 Years
- --------------------------- ------- ------------------------------------ --------------------------------
Short-Term Investments Trust President and Chief Compliance
Officer, A I M Advisors, Inc.;
Vice President and Chief
Compliance Officer, A I M
Capital Management, Inc. and A
I M Distributors, Inc.; Vice
President, AIM Investment
Services, Inc. and Fund
Management Company; Senior Vice
President and Chief Compliance
Officer, The AIM Family of
Funds(R); and Senior Vice
President and Compliance
Director, Delaware Investments
Family of Funds
G-4
Name, Year Of Birth And Officer Principal Occupation(s) During
Position(S) Held With Trust Since Name of Trust(s) Past 5 Years
- --------------------------- ------- ------------------------------------ --------------------------------
KEVIN M. CAROME - 1956 2005 AIM Core Allocation Portfolio Series Senior Vice President and
VICE PRESIDENT General Counsel, INVESCO PLC;
2003 AIM Equity Funds Director, INVESCO Funds Group,
AIM Funds Group Inc.; Director and Secretary,
AIM Growth Series IVZ, Inc. and INVESCO Group
AIM Investment Funds Services, Inc.; Secretary,
AIM Investment Securities Funds INVESCO North America Holdings,
AIM Tax-Exempt Funds Inc.; and Vice President, The
Short-Term Investments Trust AIM Family of Funds(R)
Formerly: Director, Senior
Vice President, Secretary and
General Counsel, A I M
Management Group Inc. and
A I M Advisors, Inc.; Senior
Vice President, A I M
Distributors, Inc.; Director,
Vice President and General
Counsel, Fund Management
Company; Vice President,
A I M Capital Management, Inc.
and AIM Investment Services,
Inc.; and Senior Vice
President, Chief Legal Officer
and Secretary, The AIM Family
of Funds(R); Director and Vice
President, INVESCO
Distributors, Inc.; Chief
Executive Officer and
President, INVESCO Funds Group;
Senior Vice President and
General Counsel, Liberty
Financial Companies, Inc.; and
Senior Vice President and
General Counsel, Liberty Funds
Group, LLC
SIDNEY M. DILGREN - 1961 2005 AIM Core Allocation Portfolio Series Vice President, A I M
VICE PRESIDENT, TREASURER Advisors, Inc. and A I M
AND PRINCIPAL FINANCIAL 2004 AIM Equity Funds Capital Management Inc.; and
OFFICER AIM Funds Group Vice President, Treasurer and
AIM Growth Series Principal Financial Officer,
AIM Investment Funds The AIM Family of Funds(R)
AIM Investment Securities Funds
AIM Tax-Exempt Funds Formerly: Fund Treasurer,
Short-Term Investments Trust A I M Advisors, Inc.; Senior
Vice President, AIM Investment
Services, Inc. and Vice
President, A I M Distributors,
Inc.
G-5
Name, Year Of Birth And Officer Principal Occupation(s) During
Position(S) Held With Trust Since Name of Trust(s) Past 5 Years
- --------------------------- ------- ------------------------------------ --------------------------------
LANCE A. REJSEK - 1967 2005 AIM Core Allocation Portfolio Series Anti-Money Laundering
ANTI-MONEY LAUNDERING AIM Equity Funds Compliance Officer, A I M
COMPLIANCE OFFICER AIM Funds Group Advisors, Inc., A I M Capital
AIM Growth Series Management, Inc., A I M
AIM Investment Funds Distributors, Inc., AIM
AIM Investment Securities Funds Investment Services, Inc., AIM
AIM Tax-Exempt Funds Private Asset Management, Inc.
Short-Term Investments Trust and The AIM Family of Funds(R)
Formerly: Anti-Money
Laundering Compliance Officer,
Fund Management Company;
Manager of the Fraud Prevention
Department, AIM Investment
Services, Inc.
TODD L. SPILLANE - 1958 2006 AIM Core Allocation Portfolio Series Senior Vice President, A I M
CHIEF COMPLIANCE OFFICER AIM Equity Funds Management Group Inc.; Senior
AIM Funds Group Vice President and Chief
AIM Growth Series Compliance Officer,
AIM Investment Funds A I M Advisors, Inc. and A I M
AIM Investment Securities Funds Capital Management, Inc.; Chief
AIM Tax-Exempt Funds Compliance Officer, The AIM
Short-Term Investments Trust Family of Funds(R), INVESCO
Global Asset Management (N.A.),
Inc. (an investment adviser),
INVESCO Institutional (N.A.),
Inc. (an investment adviser),
INVESCO Private Capital, Inc.
(an investment adviser),
INVESCO Private Capital
Investments, Inc. (holding
company) and INVESCO Senior
Secured Management, Inc. (an
investment adviser); and Vice
President, A I M Distributors,
Inc. and AIM Investment
Services, Inc.
Formerly: Chief Compliance
Officer and Vice President,
Fund Management Company; Vice
President,
A I M Capital Management, Inc.;
Global Head of Product
Development, AIG-Global
Investment Group, Inc.; Chief
Compliance Officer and Deputy
General Counsel, AIG-SunAmerica
Asset Management, and Chief
G-6
Name, Year Of Birth And Officer Principal Occupation(s) During
Position(S) Held With Trust Since Name of Trust(s) Past 5 Years
- --------------------------- ------- ------------------------------------ --------------------------------
Compliance Officer, Chief
Operating Officer and Deputy
General Counsel, American
General Investment Management
G-7
EXHIBIT H
SECURITY OWNERSHIP OF MANAGEMENT
To the best knowledge of the Trusts, the following table sets forth certain
information regarding the ownership, as of October 31, 2007, 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 October 31, 2007.
AIM EQUITY FUNDS
NUMBER OF SHARES OF THE
FUNDS PERCENT OF
NAME OF TRUSTEE/ NOMINEE/OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS*
- -------------------------------- ------------------------------- ----------------------- ----------
MARTIN L. FLANAGAN.................... AIM Diversified Dividend Fund 516.913 *
(Institutional Class)
AIM Large Cap Growth Fund 280.093 *
(Institutional Class)
FRANK S. BAYLEY....................... AIM Charter Fund (Class A) 1,403.917 *
JAMES T. BUNCH........................ AIM Large Cap Growth Fund 10,395.010 *
(Investor Class)
BRUCE L. CROCKETT..................... AIM Charter Fund (Class A) 218.763 *
AIM Constellation Fund (Class 172.450 *
A)
LEWIS F. PENNOCK...................... AIM Capital Development Fund 1,083.826 *
(Class A)
AIM Charter Fund (Class A) 2,042.606 *
AIM Diversified Dividend Fund 736.297 *
(Class A)
AIM Large Cap Basic Value Fund 334.326 *
(Class A)
JOHN M. ZERR.......................... AIM Diversified Dividend Fund 432.900 *
(Institutional Class)
AIM Large Cap Growth Fund 234.329 *
(Institutional Class)
LISA O. BRINKLEY...................... AIM Diversified Dividend Fund 907.219 *
(Institutional Class)
H-1
KEVIN M. CAROME....................... AIM Diversified Dividend Fund 787.695 *
(Institutional Class)
AIM Large Cap Growth Fund 881.961 *
(Institutional Class)
SIDNEY M. DILGREN..................... AIM Capital Development Fund 858.805 *
(Class A)
AIM Charter Fund (Class A) 5,656.779 *
AIM Constellation Fund (Class 6,137.978 *
A)
AIM Diversified Dividend Fund 2,446.600 *
(Institutional Class)
AIM Large Cap Growth Fund 9,421.739 *
(Institutional Class)
KAREN DUNN KELLEY..................... AIM Charter Fund (Class A) 7,019.738 *
AIM Constellation Fund (Class 3,477.724 *
A)
AIM Diversified Dividend Fund 4,648.916 *
(Institutional Class)
AIM Large Cap Growth Fund 10,526.597 *
(Institutional Class)
ALL TRUSTEES, NOMINEES, AND AIM Capital Development Fund 1,942.631 *
CURRENT EXECUTIVE OFFICERS AS (Class A)
A GROUP
AIM Charter Fund (Class A) 16,341.803 *
AIM Constellation Fund (Class 9,788.152 *
A)
AIM Diversified Dividend Fund 736.297 *
(Class A)
AIM Diversified Dividend Fund 9,740.242 *
(Institutional Class)
AIM Large Cap Basic Value Fund 334.326 *
(Class A)
AIM Large Cap Growth Fund 21,344.718 *
(Institutional Class)
AIM Large Cap Growth Fund 10,395.010 *
(Investor Class)
H-2
AIM FUNDS GROUP
NUMBER OF SHARES OF THE
FUNDS PERCENT OF
NAME OF TRUSTEE/ NOMINEE/OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS*
- -------------------------------- ------------------------------- ----------------------- ----------
BOB R. BAKER.......................... AIM International Small 525.157 *
Company Fund (Class A)
FRANK S. BAYLEY....................... AIM European Small 2,154.452 *
Company Fund (Class A)
BRUCE L. CROCKETT..................... AIM Select Equity Fund 86.8720 *
(Class A)
LEWIS F. PENNOCK...................... AIM Basic Balanced Fund 2,245.038 *
(Class A)
AIM Global Value Fund 848.652 *
(Class A)
AIM Select Equity Fund 227.661 *
(Class A)
RUTH H. QUIGLEY....................... AIM European Small 242.945 *
Company Fund (Class A)
AIM International Small
Company Fund (Class A) 1,325.847 *
AIM Select Equity Fund
(Class A) 473.487 *
LARRY SOLL............................ AIM Basic Balanced Fund 2,058.401 *
(Investor Class)
AIM Select Equity Fund 1,732.607 *
(Class A)
KAREN DUNN KELLEY..................... AIM Select Equity Fund 1,887.003 *
(Class A)
AIM Small Cap Equity Fund 5,706.377 *
(Class A)
LANCE A. REJSEK....................... AIM European Small 348.766 *
Company Fund (Class A)
H-3
ALL TRUSTEES, NOMINEES, AND CURRENT AIM Basic Balanced Fund 2,058.401 *
EXECUTIVE OFFICERS AS A GROUP......... (Investor Class)
AIM Basic Balanced Fund 2,245.038 *
(Class A)
AIM European Small 2,746.163 *
Company Fund (Class A)
AIM Global Value Fund
(Class A) 848.652 *
AIM International Small
Company Fund (Class A) 1,851.004 *
AIM Select Equity Fund
(Class A) 4,407.63 *
AIM Small Cap Equity Fund
(Class A) 5,706.377 *
AIM GROWTH SERIES
NUMBER OF SHARES OF THE
FUNDS PERCENT OF
NAME OF TRUSTEE/ NOMINEE/OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS*
- -------------------------------- ------------------------------- ----------------------- ----------
MARTIN L. FLANAGAN.................... AIM Basic Value Fund 93.721 *
(Institutional Class)
AIM Small Cap Growth Fund 26.448 *
(Institutional Class)
BOB R. BAKER.......................... AIM Growth Allocation 1,269.544 *
Fund (Class A)
LEWIS F. PENNOCK...................... AIM Basic Value Fund 144.088 *
(Class A)
AIM Global Equity Fund 558.257 *
(Class A)
AIM Mid Cap Core Equity 235.981 *
Fund (Class A)
RAYMOND STICKEL, JR. ................. AIM International 4,236.745 *
Allocation Fund (Class A)
H-4
JOHN M. ZERR.......................... AIM Basic Value Fund 94.142 *
(Institutional Class)
AIM Small Cap Growth Fund 35.417 *
(Institutional Class)
LISA O. BRINKLEY...................... AIM Basic Value Fund 202.912 *
(Institutional Class)
AIM Small Cap Growth Fund 250.8142 *
(Institutional Class)
KEVIN M. CAROME....................... AIM Basic Value Fund 280.182 *
(Institutional Class)
AIM Small Cap Growth Fund 704.352 *
(Institutional Class)
SIDNEY M. DILGREN..................... AIM Basic Value Fund 244.986 *
(Institutional Class)
AIM Small Cap Growth Fund 2,779.776 *
(Institutional Class)
KAREN DUNN KELLEY..................... AIM Basic Value Fund 2,344.602 *
(Institutional Class)
AIM Small Cap Growth Fund 486.222 *
(Class A)
AIM Small Cap Growth Fund 1,992.854 *
(Institutional Class)
LANCE A. REJSEK....................... AIM Small Cap Growth Fund 1,237.378 *
(Institutional Class)
TODD L. SPILLANE...................... AIM Basic Value Fund 416.535 *
(Institutional Class)
AIM Small Cap Growth Fund 745.240 *
(Institutional Class)
ALL TRUSTEES, NOMINEES, AND CURRENT AIM Basic Value Fund 144.088 *
EXECUTIVE OFFICERS AS A GROUP......... (Class A)
AIM Basic Value Fund 3,677.078 *
(Institutional Class)
H-5
AIM Global Equity Fund 558.257 *
(Class A)
AIM Growth 1,269.544 *
Allocation Fund
(Class A)
AIM International 4,236.745 *
Allocation Fund (Class A)
AIM Mid Cap Core Equity
Fund (Class A) 235.981 *
AIM Small Cap Growth Fund
(Class A) 486.222 *
AIM Small Cap Growth Fund
(Institutional Class) 7,772.278 *
AIM INVESTMENT FUNDS
NUMBER OF SHARES OF THE
FUNDS PERCENT OF
NAME OF TRUSTEE/ NOMINEE/OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS*
- -------------------------------- ------------------------------- ----------------------- ----------
MARTIN L. FLANAGAN.................... AIM LIBOR Alpha Fund 107,188.767 4%
(Class A)
BOB R. BAKER.......................... AIM China Fund (Class A) 705.606 *
FRANK S. BAYLEY....................... AIM Developing Markets 353.201 *
Fund (Class A)
AIM Trimark Small 3,099.302 *
Companies Fund (Class A)
LEWIS F. PENNOCK...................... AIM Developing Markets 712.321 *
Fund (Class A)
AIM Trimark Endeavor Fund 301.386 *
(Class A)
AIM Trimark Fund (Class A) 528.053 *
H-6
RUTH H. QUIGLEY....................... AIM China Fund (Class A) 2,882.360 *
AIM Developing Markets
Fund (Class A) 2,788.738 *
LARRY SOLL............................ AIM Global Health Care 927.611 *
Fund (Investor Class)
RAYMOND STICKEL, JR. ................. AIM Trimark Small 3,466.426 *
Companies Fund (Class A)
ALL TRUSTEES, NOMINEES, AND CURRENT AIM China Fund (Class A) 3,587.966 *
EXECUTIVE OFFICERS AS A GROUP.........
AIM Developing Markets
Fund (Class A) 3,854.26 *
AIM Global Health Care
Fund (Investor Class) 927.611 *
AIM LIBOR Alpha Fund
(Class A) 107,188.767 4%
AIM Trimark Endeavor Fund
(Class A) 301.386 *
AIM Trimark Fund (Class A) 528.053 *
AIM Trimark Small
Companies Fund (Class A) 6,565.728 *
AIM INVESTMENT SECURITIES FUNDS
NUMBER OF SHARES OF THE
FUNDS PERCENT OF
NAME OF TRUSTEE/ NOMINEE/OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS*
- -------------------------------- ------------------------------- ----------------------- ----------
FRANK S. BAYLEY....................... AIM Income Fund 3,249.262 *
(Class A)
JAMES T. BUNCH........................ AIM Money 4,925.860 *
Market Fund
(Investor Class)
BRUCE L. CROCKETT..................... AIM High Yield Fund 294.321 *
(Class A)
LEWIS F. PENNOCK...................... AIM Global Real 743.226 *
Estate Fund
(Class A)
H-7
AIM High Yield Fund 2,521.998 *
(Class A)
RUTH H. QUIGLEY....................... AIM Global Real 103.406 *
Estate Fund
(Class A)
AIM Money 209,358.310 [ ]
Market Fund
(AIM Cash Reserve Shares)
RAYMOND STICKEL, JR................... AIM Money 21,526.770 [ ]
Market Fund
(AIM Cash Reserve Shares)
AIM Total Return
Bond Fund 3,146.525 *
(Class A)
KAREN DUNN KELLEY..................... AIM Money 770,855.780 [ ]
Market Fund
(AIM Cash Reserve Shares)
LANCE A. REJSEK....................... AIM Money 4,655.060 *
Market Fund
(AIM Cash Reserve Shares)
TODD L. SPILLANE...................... AIM Money 1,735.810 *
Market Fund
(AIM Cash Reserve Shares)
ALL TRUSTEES, NOMINEES, AND CURRENT AIM Global Real 846.632 *
EXECUTIVE OFFICERS AS A GROUP......... Estate Fund
(Class A)
AIM High Yield Fund 2,816.319 *
(Class A)
AIM Income Fund 3,249.262 *
(Class A)
AIM Money 4,925.860 *
Market Fund
(Investor Class)
H-8
AIM Money 308,131.730 [ ]
Market Fund
(AIM Cash Reserve Shares)
AIM Total Return *
Bond Fund 3,146.525
(Class A)
AINM TAX-EXEMPT FUNDS
NUMBER OF SHARES OF THE
FUNDS PERCENT OF
NAME OF TRUSTEE/ NOMINEE/OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS*
- -------------------------------- ------------------------------- ----------------------- ----------
JAMES T. BUNCH........................ AIM High Income Municipal 12,979.946 *
Fund
(Class A)
LARRY SOLL............................ AIM High Income Municipal 16,726.222 *
Fund
(Class A)
ALL TRUSTEES, NOMINEES, AND CURRENT AIM High Income 29,706.168 *
EXECUTIVE OFFICERS AS A GROUP......... Municipal Fund
(Class A)
AIM CORE ALLOCATION PORTFOLIO SERIES
To the best knowledge of AIM Core Allocation Portfolio Series, as of October 31,
2007, no trustee, nominee, or current executive officer of the Trust owned
shares of beneficial interest of any class of Series C or Series M.
SHORT-TERM INVESTMENTS TRUST
To the best knowledge of Short-Term Investments Trust, as of October 31, 2007,
no trustee, nominee or current executive officer of the Trust owned shares of
beneficial interest of any class of Government & Agency Portfolio, Government
TaxAdvantage Portfolio, Liquid Assets Portfolio, STIC Prime Portfolio or
Treasury Portfolio.
- ----------
* To the best knowledge of each Trust, the ownership of shares of each series
portfolio of each Trust by trustees, nominees and current executive
officers of each Trust as a group constituted less than 1% of each class of
each series portfolio of the Trusts as of October 31, 2007.
H-9
EXHIBIT I
OWNERSHIP OF SHARES OF THE FUNDS
SIGNIFICANT HOLDERS
Listed below is the name, address and percent ownership of each person who,
as of October 31, 2007, 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.
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM CORE ALLOCATION PORTFOLIO SERIES
Merrill Lynch Pierce Fenner & Smith Series C 922,504.25 99.15%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Merrill Lynch Pierce Fenner & Smith Series M 926,089.95 99.02%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
AIM EQUITY FUNDS
AIM CAPITAL DEVELOPMENT FUND
Pershing LLC Class A 7,807,638.30 11.14%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class A 5,395,207.27 7.70%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class B 1,287,959.32 11.67%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-1
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Merrill Lynch Pierce Fenner & Smith Class C 1,122,875.94 14.33%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class C 961,477.63 12.27%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class C 456,168.72 5.82%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class R 560,722.03 14.99%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Delaware Charter Guarantee & Trust Class R 405,805.46 10.85%
FBO Various Qualified Plans
711 High St
Des Moines, IA 50309-2732
Delaware Charter Guarantee & Trust Class R 228,287.92 6.10%
FBO Principal Financial Group Omnibus
Qualified
711 High St
Des Moines, IA 50309-2732
AIM Moderate Asset Allocation Fund Institutional Class 1,746,956.10 28.05%
Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
National Financial Services Corp Institutional Class 958,313.61 15.38%
The Exclusive Benefit of Cust
One World Financial Center
200 Liberty Street 5th Floor
Attn: Kate Recon
New York, NY 10281-5503
AIG Federal Savings Bank Institutional Class 603,243.30 9.68%
State of Florida Employees Def Com
2929 Allen Pkwy Ste L3-00
Houston, TX 77019-2118
I-2
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Merrill Lynch Pierce Fenner & Smith Institutional Class 562,342.57 9.03%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
GPC Securities Inc TTEE TTEE Institutional Class 324,481.40 5.21%
Merrill Lynch Bank & Trust Co FSB
FBO Simmons Co Ret Plan
Savings
P O Box 105117
Atlanta, GA 30348-5117
National Financial Services Corp Investor Class 72,638.85 12.82%
The Exclusive Benefit Cust
One World Financial Center
200 Liberty Street 5th Floor
Attn: Kate Recon
New York, NY 10281-5503
AIM CHARTER FUND
Citigroup Global Markets House Class A 20,651,694.84 7.13%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class A 18,408,833.99 6.36%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class A 17,968,804.79 6.20%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 5,620,279.49 8.67%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 3,410,323.95 5.26%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Citigroup Global Markets House Class B 3,400,692.41 5.25%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
I-3
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Merrill Lynch Pierce Fenner & Smith Class C 2,086,478.16 12.64%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Citigroup Global Markets House Class C 1,426,343.77 8.64%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Pershing LLC Class C 1,063,605.86 6.44%
1 Pershing Plz
Jersey City, NJ 07399-0001
ING Life Insurance & Annuity Co Class R 47,348.41 12.39%
151 Farmington Ave #TN-41
Hartford, CT 06156-0001
Reliance Trust Company Custodian Class R 29,581.56 7.74%
FBO Morley Incentives
401(k) Profit Sharing Plan & Trust
P O Box 48529
Atlanta, GA 30362-1529
MG Trust Co TTEE Class R 26,866.79 7.03%
Frontier Trust Co
Stull Technologies Inc 401(k) Pl
P O Box 10699
Fargo, ND 58106-0699
First Command Bank Trust Institutional Class 5,022,294.37 66.48%
FBO First Command SIP
Attention: Trust Department
P O Box 901075
Fort Worth, TX 76101-2075
Merrill Lynch Pierce Fenner & Smith Institutional Class 1,888,299.47 25.00%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
AIM CONSTELLATION FUND
Merrill Lynch Pierce Fenner & Smith Class A 14,794,915.16 7.49%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
I-4
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Citigroup Global Markets House Class A 12,046,747.38 6.09%
Attn Cindy Tempesta 7th Floor
New York, NY 10001-2402
Pershing LLC Class B 2,552,964.96 8.62%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 889,912.22 9.89%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Citigroup Global Markets House Class C 531,200.82 5.90%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Pershing LLC Class C 522,384.13 5.81%
1 Pershing Plz
Jersey City, NJ 07399-0001
Relistar Insurance Co Class R 31,069.26 6.57%
of New York
151 Farmington Ave #TN41
Hartford, CT 06156-0001
GPC Securities Inc As Agent For Class R 29,867.15 6.32%
Reliance Trust Co FBO
Guys Inc. 401(k) Profit Sharing Plan
P O Box 105117
Atlanta, GA 30348-5117
Relistar Insurance Co Class R 29,602.20 6.26%
of New York
Attn: Fund Operations
151 Farmington Ave TN41
Hartford, CT 06156-0001
Merrill Lynch Pierce Fenner & Smith Institutional Class 2,065,299.16 60.99%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
I-5
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Fidelity Investments Institutional Institutional Class 491,482.69 14.51%
Operations Co (F11OC) As Agent
For Certain Employee Benefit Plans
100 Magellan Way
Mail Location - KW1C
Covington, KY 41015-1999
Wells Fargo Bank West NA Cust. Institutional Class 415,158.02 12.26%
City of Houston
457 Deferred Compensation Plan
C/O Great West, Recordkeeper
8515 E. Orchard Rd 2T2
Englewood, CO 80111-5002
State Street Bank & Trust Co TTEE Institutional Class 319,005.81 9.42%
State Street Solutions
Attn Edlira Mosko
1 Heritage Drive 4N
North Quincy, MA 02171-2105
AIM DIVERSIFIED DIVIDEND FUND
Pershing LLC Class A 1,218,048.94 7.31%
1 Pershing Plz
Jersey City, NJ 07399-0001
Charles Schwab & Co Inc. Class A 895,977.29 5.37%
Special Custody FBO Customers (SIM)
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Pershing LLC Class B 624,464.22 10.35%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 381,004.65 6.31%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class C 352,957.37 9.46%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-6
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Merrill Lynch Pierce Fenner & Smith Class C 320,023.39 8.58%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Citigroup Global Markets House Class C 262,323.31 7.03%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
MG Trust Co Cust FBO Class R 10,151.22 19.60%
Donald Wurtzel DDS PC EE 401(k)
700 17th St Ste 300
Denver, CO 80202-3531
MG Trust Company Cust FBO Class R 8,064.98 15.57%
Frog Holler Produce Station 401(k)
700 17th Street Suite 300
Denver, CO 80202-3531
Mibar Marketing Corp DBA CT Class R 6,703.69 12.94%
Network 401(k) Plan
Barry Goldstein Trustee
125 Wireless Blvd
Hauppauge, NY 11788-3971
Lighthouse Design Inc David Mohler Class R 4,568.21 8.82%
401(k) Omnibus Acct TTEE
5091 Lone Tree Way
Antioch, CA 94531-8016
GPC Securities Inc As Agent For Institutional Class 1,186,301.64 31.71%
Merrill Lynch Bk & Tr Co FSB TTEE
FBO AMVESCAP 401(k) Plan
P O Box 105117
Atlanta, GA 30348-5117
AIM Income Allocation Fund Institutional Class 997,268.69 26.66%
Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
FIIOC Agent Institutional Class 765,734.01 20.47%
Employee Benefit Plans
100 Magellan Way
Covington, KY 41015-1987
I-7
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
GPC Securities Inc As Agent For Institutional Class 480,965.37 12.86%
Merrill Lynch Bk & Tr Co FSB TTEE
FBO AMVESCAP Money Purchase Plan
P O Box 105117
Atlanta, GA 30348-5117
INVESCO Group Services Inc Institutional Class 209,812.27 5.61%
1315 Peachtree St NE
4th Floor General Ledger Accounting
Atlanta, GA 30309-7515
Charles Schwab & Co Inc. Investor Class 10,933,820.70 10.59%
Special Custody Acct For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
AIM LARGE CAP BASIC VALUE FUND
Merrill Lynch Pierce Fenner & Smith Class A 751,050.85 10.29%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class A 562,246.32 7.70%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 293,715.40 9.63%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 273,483.69 8.97%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Merrill Lynch Pierce Fenner & Smith Class C 245,823.54 14.89%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class C 208,038.10 12.60%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-8
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Federated Lighting Inc Class R 11,365.11 8.08%
401(k) Profit Sharing Plan
16000 Trade Zone Ave Ste 406
Uppr Marlboro, MD 20774-8789
Reliance Trust Company Custodian Class R 10,706.33 7.61%
FBO Rosin Optical Co Inc
Profit Sharing Plan
P O Box 48529
Atlanta, GA 30362-1529
GPC Securities Inc As Agent For Class R 9,881.06 7.03%
Reliance Trust Co FBO
Itasca Bank & Trust Co.
401(k) Plan
P O Box 105117
Atlanta, GA 30348-5117
Citistreet Retirement Services Class R 8,640.75 6.14%
Citigroup Institutional Trust
400 Atrium Dr
Somerset, NJ 08873-4162
Capital Bank & Trust Company TTEE Class R 7,992.76 5.68%
FBO Equipment Inc Ret Sav Pln
C/O Planpremier/FASCORP
8515 E Orchard Rd Ste 2T2
Greenwood Vlg, CO 80111-5002
AIM Growth Allocation Institutional Class 3,751,988.20 43.18%
Fund Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Asset Allocation Fund Institutional Class 2,281,681.90 26.26%
Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Growth Allocation Fund Institutional Class 2,032,351.88 23.39%
Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
I-9
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Charles Schwab & Co Inc. Investor Class 253,861.08 11.99%
Special Custody FBO Customers (SIM)
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
AIM LARGE CAP GROWTH FUND
Pershing LLC Class A 5,243,232.87 6.73%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class A 4,052,046.56 5.20%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class B 3,802,589.51 9.82%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 1,948,584.65 5.03%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Merrill Lynch Pierce Fenner & Smith Class C 1,695,461.20 11.92%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Citigroup Global Markets House Class C 1,023,932.85 7.20%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Pershing LLC Class C 858,715.39 6.04%
1 Pershing Plz
Jersey City, NJ 07399-0001
Reliance Trust Company Custodian Class R 63,230.37 7.46%
FBO Morley Incentives
401(k) Profit Sharing Plan & Trust
P O Box 48529
Atlanta, GA 30362-1529
I-10
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM Growth Allocation Institutional Class 5,750,962.04 32.21%
Fund Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Asset Allocation Fund Institutional Class 3,827,377.50 21.44%
Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Growth Allocation Fund Institutional Class 3,210,732.41 17.98%
Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
GPC Securities Inc As Agent for Institutional Class 1,505,827.98 8.43%
Merrill Lynch Bk & Tr Co FSB TTEE
FBO AMVESCAP 401(k) Plan
P O Box 105117
Atlanta, GA 30348-5117
FIIOC Agent Institutional Class 1,120,821.99 6.28%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987
AIM FUNDS GROUP
AIM BASIC BALANCED FUND
Pershing LLC Class A 4,133,060.99 7.88%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class A 3,459,897.86 6.59%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class B 2,940,073.24 15.18%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class C 1,061,769.56 10.23%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-11
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Merrill Lynch Pierce Fenner & Smith Class C 1,059,914.59 10.21%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
State Street Bank & Trust Co Cust Class R 111,604.46 19.20%
For Various Symetra Retirement Plans
801 Pennsylvania Ave
Kansas City, MO 64105-1307
Reliance Trust Co Cust FBO Class R 69,684.35 11.99%
Tahoe Regional Planning Agency
P O Box 48529
Atlanta, GA 30362-1529
Counsel Trust FBO Class R 45,160.56 7.77%
Crittenden Health Systems 401(k)
Savings Pl
336 Fourth Ave 5th Fl
The Times Building
Pittsburgh, PA 15222
MG Trust Co Cust Class R 35,820.45 6.16%
Fresh Meadow Mechanical Corp
700 17th St Ste 300
Denver, CO 80202-3531
FIIOC Agent Institutional Class 488,373.28 95.34%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987
Charles Schwab & Co Inc. Investor Class 2,660,051.64 14.96%
Special Custody Acct For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
GPC Securities Inc As Agent For Investor Class 1,080,262.51 6.08%
Merrill Lynch B&T Co FSB TTEE
Greater Boston Hotel Empl Local 26
401(k)
P O Box 77405
Atlanta, GA 30357-1405
I-12
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM EUROPEAN SMALL COMPANY FUND
Merrill Lynch Pierce Fenner & Smith Class A 1,145,852.19 10.31%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class A 936,374.84 8.43%
1 Pershing Plz
Jersey City, NJ 07399-0001
Charles Schwab & Co Inc. Class A 597,795.64 5.38%
Special Custody FBO Customers (SIM)
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Pershing LLC Class B 202,085.07 10.44%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 403,571.07 16.70%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class C 240,875.77 9.97%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class C 131,663.96 5.45%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
AIM GLOBAL VALUE FUND
Charles Schwab & Co Inc. Class A 972,429.03 10.90%
Special Custody FBO Customers (SIM)
Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Pershing LLC Class A 779,485.01 8.74%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-13
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Merrill Lynch Pierce Fenner & Smith Class A 556,161.62 6.23%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class B 426,581.14 12.47%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 251,861.25 7.36%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Merrill Lynch Pierce Fenner & Smith Class C 377,457.98 15.95%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class C 316,146.14 13.36%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class C 125,760.72 5.31%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
AIM International Allocation Fund
Omnibus Account Institutional Class 6,428,097.18 99.89%
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM INTERNATIONAL SMALL COMPANY FUND
Merrill Lynch Pierce Fenner & Smith Class A 4,055,741.54 15.78%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class A 2,333,592.52 9.08%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-14
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Nationwide Trust Company FSB Class A 1,350,631.00 5.26%
C/O IPO Portfolio Accounting
P O Box 182029
Columbus, OH 43218-2029
Pershing LLC Class B 313,686.86 10.23%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class B 296,905.38 9.68%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Morgan Stanley DW Class B 215,031.99 7.01%
Attn Mutual Fund Operations
3 Harborside Pl FL 6
Jersey City, NJ 07311-3907
Merrill Lynch Pierce Fenner & Smith Class B 192,913.49 6.29%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Merrill Lynch Pierce Fenner & Smith Class C 1,058,862.98 21.55%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Citigroup Global Markets House Class C 608,937.99 12.39%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Pershing LLC Class C 503,506.28 10.25%
1 Pershing Plz
Jersey City, NJ 07399-0001
AIM International Allocation Fund
Omnibus Account Institutional Class 1,367,497.65 95.93%
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM MID CAP BASIC VALUE FUND
Pershing LLC Class A 604,387.60 7.83%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-15
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Pershing LLC Class B 378,313.84 12.41%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class C 151,922.43 8.43%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 133,850.96 7.43%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
DCGT Trustee & or Custodian Class R 14,888.17 23.15%
FBO Principal Financial Group
Qualified Prin Advtg Omnibus
Attn NPIO Trade Desk
711 High St
Des Moines, IA 50309-2732
Merrill Lynch Pierce Fenner & Smith Class R 7,252.35 11.28%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
NFS LLC FEBO Class R 5,226.88 8.13%
Merrill Lynch Bk & Tr Co FSB
Merrill Lynch Bk & Tr Co FSB
4202 Dartmouth Ave
Houston, TX 77005-1024
NFS LLC FEBO Class R 4,606.56 7.16%
Merrill Lynch Bk & Tr Co FSB
Merrill Lynch Bk & Tr Co FSB
4202 Dartmouth Ave
Houston, TX 77005-1024
AIM Moderate Asset Allocation Fund Institutional Class 2,360,291.22 56.32%
Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Growth Allocation Fund
Omnibus Account Institutional Class 1,502,213.74 35.85%
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
I-16
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM Moderately Conservative
Allocation Fund Omnibus Account Institutional Class 328,110.59 7.83%
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM SELECT EQUITY FUND
Citigroup Global Markets House Class A 672,580.13 5.13%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class A 665,035.78 5.08%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class A 660,216.86 5.04%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 495,862.87 9.27%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 332,438.22 6.22%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Merrill Lynch Pierce Fenner & Smith Class C 131,378.42 8.23%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class C 117,787.68 7.38%
1 Pershing Plz
Jersey City, NJ 07399-0001
AIM SMALL CAP EQUITY FUND
Merrill Lynch Pierce Fenner & Smith Class A 4,166,828.97 15.13%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
I-17
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Pershing LLC Class A 2,410,312.27 8.75%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 1,375,384.21 14.39%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class C 726,443.82 16.07%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 480,697.63 10.63%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Citigroup Global Markets House Class C 232,014.53 5.13%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Hartford Life Insurance Co Separate
Account 401(k) Class R 412,344.15 19.58%
P O Box 2999
Hartford, CT 06104-2999
State Street Bank & Trust Co Cust Class R 353,145.16 16.77%
For Various Symetra Retirement Plans
801 Pennsylvania Ave
Kansas City, MO 64105-1307
AIM Moderate Growth Allocation Fund
Omnibus Account Institutional Class 2,712,344.56 94.73%
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM GROWTH SERIES
AIM BASIC VALUE FUND
Pershing LLC Class A 4,195,401.55 6.06%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-18
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Merrill Lynch Pierce Fenner & Smith Class A 3,973,874.39 5.74%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class B 4,217,334.73 13.11%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 2,130,820.91 6.62%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
Merrill Lynch Pierce Fenner & Smith Class C 1,987,940.58 15.85%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class C 1,032,403.343 8.23%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Acct Class C 689,579.786 5.50%
Attn: Cindy Tempesta 7th Fl.
333 W 34th St.
New York, NY 10001-2402
Relistar Insurance Co. Class R 304,166.29 21.42%
Of New York
Attn: Fund Operations
151 Farmington Ave. TN41
Hartford, CT 06156-0001
Relistar Insurance Co. Class R 184,355.81 12.98%
Of New York
151 Farmington Ave. TN41
Hartford, CT 06156-0001
State Street Bank & Trust Co. Cust. Class R 94,957.96 6.69%
For Various Symetra Retirement
Plans
801 Pennsylvania Ave.
Kansas City, MO 64105-1307
I-19
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
First Command Bank Trust Institutional Class 5,011,384.92 59.10%
FBO First Command SIP
Attn: Trust Department
PO Box 901075
Fort Worth, TX 76101-2075
FIIOC Agent Institutional Class 1,163,530.01 13.72%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987
GPC Securities Inc. As Agent For Institutional Class 858,911.49 10.13%
Merrill Lynch B&T Co. FSB TTEE
FBO AGL Resources, Inc.
Inc. Retirement Savings Plan
PO Box 105779
Atlanta, GA 30348-5779
GPC Securities Inc. As Agent For Institutional Class 601,591.38 7.09%
Merrill Lynch B&T Co. FSB TTEE
FBO AMVESCAP 401(k) Plan
PO Box 105117
Atlanta, GA 30348-5117
AIM CONSERVATIVE ALLOCATION FUND
AIM Omnibus Account For 529 Plan Class A 2,119,928.18 31.93%
College Now Portfolio
Attn: Jay Harvey 9th Fl.
11 E Greenway Plz.
Houston, TX 77046-1100
Pershing LLC Class A 456,816.02 6.88%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 215,372.52 11.98%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner Class B 123,308.50 6.86%
4800 Deer Lake Dr. E. Fl. 3
Jacksonville, FL 32246-6484
Pershing LLC Class C 245,258.68 11.80%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-20
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Merrill Lynch Pierce Fenner & Smith Class C 180,945.61 8.71%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
GPC Securities Inc. As Agent For Class R 76,436.12 17.22%
Frost National Bank TTEE FBO
Super S Foods Employees' PSRP
Plan & Trust
PO Box 105117
Atlanta, GA 30348-5117
Oppenheimer & Co. Inc. Class R 41,657.21 9.38%
FBO Oliver J. Laszlo IRA
18370 Outer Dr
Dearborn, MI 48128-1353
Oppenheimer & Co. Inc. Cust. Class R 36,242.20 8.16%
FBO Charles N. Kostelnik IRA R/O
8274 Mills St.
Taylor, MI 48180-2015
Reliance Trust Co. Custodian Trustee Class R 28,652.69 6.46%
Other FBO Diabetes &
Glandular Dise
PO Box 48529
Atlanta, GA 30362-1529
MG Trust Co. Cust. Class R 22,445.16 5.06%
See All Industries Inc. 401(k) PS
700 17th St. Ste. 300
Denver, CO 80202-3531
National Financial Svcs. Corp. Institutional Class 220,544.55 99.56%
FBO Our Customers
Russ Lennon
200 Liberty St.
New York, NY 10281-1003
AIM GLOBAL EQUITY FUND
Charles Schwab & Co. Inc. Class A 1,429,845.29 7.46%
Reinvestment Account
101 Montgomery St.
San Francisco, CA 94104-4151
Pershing LLC Class A 1,369,074.17 7.15%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-21
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Pershing LLC Class B 507,288.47 9.85%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Acct Class B 386,613.51 7.51%
Attn: Cindy Tempesta 7th Fl.
333 W 34th St.
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class C 382,489.29 14.73%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class C 312,720.63 12.04%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Acct Class C 219,025.28 8.43%
Attn: Cindy Tempesta 7th Fl.
333 W 34th St.
New York, NY 10001-2402
Morgan Stanley DW Class C 156,513.32 6.03%
Attn: Mutual Fund Operations
3 Harborside Pl. Fl. 6
Jersey City, NJ 07311-3907
MG Trustco Cust. FBO Class R 3,017.91 16.91%
TIMM Medical Technologies Inc. 401(k)
700 17th St. Ste. 300
Denver, CO 80202-3531
MG Trust Co. Cust. FBO Class R 1,960.77 10.99%
Marshall & Sons 401(k) Pl.
700 17th St. Ste. 300
Denver, CO 80202-3531
MG Trust Co. TTEE Class R 1,890.07 10.59%
Frontier Trust Co.
LH Gault & Son Inc. Retirement Sav
PO Box 10699
Fargo ND 58106-0699
MG Trust Co. TTEE Class R 1,536.66 8.61%
Children's Outing Assoc. DBA
700 17th St. Ste. 300
Denver, CO 80202-3531
I-22
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Radelowgittins RPMC Class R 1,323.02 7.41%
401(k) Plan
Dale Pettit Trustee
1775 Hancock St. Ste. 160
San Diego, CA 92110-2039
First Command Bank Trust Institutional Class 3,044,384.70 76.46%
FBO First Command SIP
Attn: Trust Department
PO Box 901075
Fort Worth, TX 76101-2075
Merrill Lynch Pierce Fenner & Smith Institutional Class 862,927.77 21.67%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
AIM GROWTH ALLOCATION FUND
AIM Omnibus Account for 529 Plan Class A 5,342,899.08 16.63%
Growth Allocation 529 Portfolio
Attn: Jay Harvey 9th Fl
11 E Greenway Plz.
Houston, TX 77046-1100
AIM Omnibus Account for 529 Plan Class A 3,846,901.19 11.97%
13+ Years to College Portfolio
Attn: Jay Harvey 9th Fl
11 E Greenway Plz.
Houston, TX 77046-1100
Pershing LLC Class B 711,592.15 8.01%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class C 747,813.50 10.78%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 532,929.46 7.68%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
MG Trust Co. Cust. Class R 41,517.77 5.13%
Brothers Co. Inc. 401(k) PS
700 17th St. Ste. 300
Denver, CO 80202-3531
I-23
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Marshall & Ilsley Trust Co. NA FBO Institutional Class 4,854.30 85.75%
WCPHD 401(k) Girard
11270 W. Park Pl. Ste. 400
PPW 08-WM
Milwaukee, WI 53224-3638
AIM Advisors Inc. Institutional Class 678.14 11.98%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
AIM INCOME ALLOCATION FUND
Charles Schwab & Co. Inc. Class A 1,123,232.47 20.34%
Reinvestment Account
101 Montgomery St.
San Francisco, CA 94104-4151
Pershing LLC Class A 955,061.97 17.30%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 143,511.22 13.74%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 64,041.23 6.13%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class C 577,853.60 25.59%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 192,447.31 8.52%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
Lancaster Properties USA Inc. Class R 5,010.61 20.03%
Fred C. Lancaster
327 Checkmate
Livingston, TX 77351-8051
Lancaster Properties USA Inc. Class R 4,913.11 19.64%
Linda R. Lancaster
327 Checkmate
Livingston, TX 77351-8051
I-24
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Designed Environments Inc. Class R 2,897.22 11.58%
Barbara Ellingboe
3524 105th St. NE
Kandiyohi, MN 56251-9756
NFS LLC FBO Class R 2,218.82 8.87%
NFS/FMTC IRA
FBO Rosanna Cappiello
78 Chapel Hill Rd.
North Haven, CT 06473-2811
Radelowgittins RPMC Class R 1,871.90 7.48%
401(k) Plan
Dale Pettit Trustee
1775 Hancock St. Ste. 160
San Diego, CA 92110-2039
JDN Profit Sharing Trust PSP Class R 1,383.33 5.53%
FBO John D. Nardone
21 Kingwood Dr.
Little Falls, NJ 07424-2411
JVKelly Group Inc. Omnibus 401(k) Class R 1,306.05 5.22%
William Heaton Jr. TTEE
1160 E. Jericho TPKE Ste. 200
Huntington, NY 11743-5405
AIM Advisors Inc. Institutional Class 945.62 100.00%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
AIM INDEPENDENCE NOW FUND
Pershing LLC Class A 10,137.17 15.61%
1 Pershing Plz
Jersey City, NJ 07399-0001
NFS LLC FBO Class A 10,073.85 15.51%
Prudential Bank & Trust FSB
IRA R/O FBO Jonnie Faye Williams
7858 E Independence St.
Tulsa, OK 74115-6918
Barbara Grantham & Class A 10,032.31 15.44%
Charles W. Grantham JTWROS
1742 NW 7th St.
Grand Prairie, TX 75050-2344
I-25
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
NFS LLC FBO Class A 6,694.63 10.31%
NFS/FMTC IRA
FBO Dennis Dugan
23 Kenton Ave.
Marlton, NJ 08053-2534
NFS LLC FBO Class A 5,864.68 9.03%
Prudential Bank & Trust FSB
IRA/RO FBO Eddie Wayne Lilja
7927 Mandan Rd. T-2
Greenbelt, MD 20770-2840
Irene Campbell Class A 5,293.28 8.15%
2717 Blaydon Dr.
Raleigh, NC 27606-9533
AIM Advisors Inc. Class A 5,099.35 7.85%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
Raymond James & Assoc. Inc. Class B 13,605.29 47.73%
FBO Darsney IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
AIM Advisors Inc. Class B 5,070.66 17.79%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
ANTC Class B 2,193.85 7.70%
Miller's Carpets
Sally A. Garavaglia
615 Lakeview Dr.
Logansport, IN 46947-2202
NFS LLC FBO Class B 1,614.98 5.67%
NFS/FMTC IRA
FBO Steve Kim
3-1 Lonicera Ct.
Old Lyme, CT 06371-2813
Raymond James & Assoc. Inc. Class B 1,565.36 5.49%
FBO Mugford IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
I-26
- -
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM Advisors Inc. Class C 5,070.66 87.10%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
American Enterprise Investment Svcs. Class C 438.17 7.53%
PO Box 9446
Minneapolis, MN 55474-0001
Pershing LLC Class C 312.81 5.37%
1 Pershing Plz
Jersey City, NJ 07399-0001
AIM Advisors Inc. Class R 5,089.79 99.89%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
AIM Advisors Inc. Institutional Class 5,108.95 100%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
AIM INDEPENDENCE 2010 FUND
NFS LLC FBO Class A 12,007.69 8.99%
John Linscott
Jane Linscott
7 Windwar Passage
North Yarmouth, ME 04097-6963
NFS LLC FBO Class A 11,932.75 8.94%
Prudential Bank & Trust FSB
IRA R/O
FBO Mary E. Hansen
702 E 3rd St.
Metropolis, IL 62960-2254
Pershing LLC Class A 8,791.45 6.58%
1 Pershing Plz
Jersey City, NJ 07399-0001
ANTC CUST IRA Class A 8,351.00 6.25%
FBO John T. Kreger IV
17 Julian Ave
Honolulu, HI 96818-5106
I-27
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
ANTC Class A 8,273.02 6.20%
United Health Svc. Hospitals, Inc.
Robert G. Gomulka
4021 Drexel Dr.
Vestal, NY 13850-4016
NFS LLC FBO Class A 7,266.29 5.44%
NFS/FMTC IRA
FBO Dennis Dugan
23 Kenton Ave
Marlton, NJ 08053-2534
AIM Advisors Inc. Class B 5,001.00 16.71%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
Raymond James & Assoc. Inc. Class B 4,653.47 15.55%
FBO Watson IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
Pershing LLC Class B 4,562.97 15.25%
1 Pershing Plz
Jersey City, NJ 07399-0001
ANTC CUST SEP IRA Class B 3,236.08 10.82%
Arkady Romm LLC FBO
Arkady Romm
17 Charles Ln
Cherry Hill, NJ 08003-1415
NFS LLC FBO Class B 2,917.39 9.75%
NFS/FMTC ROLLOVER IRA
FBO Florence C. Sura
9240 S. 86th Ct.
Hickory Hills, IL 60457-1706
UMB Bank NA CUST FBO Class B 2,901.94 9.70%
Greencastle-Antrim SD 403(b)
FBO Thomas M. Dracz
8867 Larry Dr.
Greencastle, PA 17225-9714
Raymond James & Assoc. Inc. Class B 2,250.46 7.52%
FBO McNiece IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100
I-28
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
ANTC CUST IRA Class B 2,232.85 7.46%
FBO Beth E. Sheehan
7 Lilac Ct.
Walpole, MA 02081-3610
CBSL Inc. Class C 13,421.18 35.95%
Eugene H. Rembowski
12910 Careywood
Sugar Land, TX 77478-2538
CBSL Inc. Class C 6,697.87 17.94%
Yvette R. Rembowski
12910 Careywood
Sugar Land, TX 77478-2538
AIM Advisors Inc. Class C 5,001.00 13.39%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
RBC Dain Rauscher CUST Class C 4,757.37 12.74%
Susan M. Maurer IRA
217 Elm Ave.
St. Louis, MO 63122-4717
LPL Financial Services Class C 2,403.85 6.44%
9785 Towne Center Dr.
San Diego, CA 92121-1968
RBC Dain Rauscher CUST Class C 2,378.69 6.37%
Nancy J. Brand IRA
415 Brooktree Drive
Ballwin, MO 63011-2707
AIM Advisors Inc. Class R 5,001.00 58.91%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
Arendal, Inc. Class R 3,488.67 41.09%
401(k) Plan
James F. Olsen Trustee
1043 S. Van Buren St.
Green Bay, WI 54301-3239
AIM Advisors Inc. Institutional Class 5,001.00 100%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
I-29
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM INDEPENDENCE 2020 FUND
Pershing LLC Class A 31,405.66 15.58%
1 Pershing Plz
Jersey City, NJ 07399-0001
ANTC Class A 14,052.92 6.97%
Executive Office Installations
Stanley Jepson
45 Ted's Ct.
Chesire, CT 06410-3583
Harley Davidson of Long Branch Class B 7,206.83 8.27%
Philip James Greig
802 C St.
Belmar, NJ 07719-2231
Ining Associates Inc. Defined Class B 7,128.06 8.18%
Benefit Pension Pl.
Kay Lu and Ining Lu TTEES
47 E Las Flores Ave
Arcadia, CA 91006-4633
ANTC Class B 5,440.40 6.24%
Jeff's Automotive Inc.
Jeffrey James Burckhard
3800 W. Glenwood Dr.
Franklin, WI 53132-8433
ANTC Class B 5,387.06 6.18%
Daboyz Associates LTD
Karen Elaine Febbraio
40 Brookwood Rd.
Guilford, CT 06437-1804
ANTC CUST SEP IRA Class B 4,552.00 5.22%
Robert J. Clune FBO
Robert J. Clune
211 Christopher Ln.
Ithaca, NY 14850-1714
RBC Dain Rauscher CUST Class C 4,716.98 15.62%
Susan M. Maurer IRA
217 Elm Ave
St. Louis, MO 63122-4717
ANTC CUST IRA Class C 3,677.23 12.18%
FBO Elizabeth Topping
1133 Spring Garden Cir.
Naperville, IL 60563-9337
I-30
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
ANTC CUST IRA R/O Class C 2,378.43 7.88%
FBO Damon R. Curry
PO Box 401921
Hesperia, CA 92340-1921
RBC Dain Rauscher CUST Class C 2,358.49 7.81%
Nancy J. Brand IRA
415 Brooktree Drive
Ballwin, MO 63011-2707
NFS LLC FBO Class C 2,217.74 7.34%
NFS/FMTC SEP IRA
FBO Wendy Klein
155 E 34th St. Apt. 6E
New York, NY 10016-4755
ANTC Class C 2,051.32 6.79%
Eastern Iowa Claims Inc.
James E. Scheppele
C/O Eastern Iowa Claims
2011 Falls Ave
Waterloo, IA 50701-2359
ANTC CUST IRA FBO Class C 1,906.58 6.31%
Jeffrey M. Swanson
5N308 Wooley Rd.
Maple Park, IL 60151-8305
ANTC Class C 1,594.90 5.28%
Los Angeles Community College Dist
James Flagg
PO Box 8633
Los Angeles, CA 90008-0633
Meredith Shearer Associates LLC Class R 21,374.56 91.10%
401(k) Plan
Meredith Shearer Trustee
4799 Olde Towne Pkwy. Ste. 100
Marietta, GA 30068-4399
AIM Advisors Inc. Institutional Class 1,173.25 100%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
I-31
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM INDEPENDENCE 2030 FUND
NFS/LLC FBO Class B 10,254.64 16.23%
NFS/FMTC IRA
FBO Mark Short
3803 Cole Ct.
Carmel, IN 46032-8605
Ining Associates Inc. Defined Class B 5,777.18 9.14%
Benefit Pension Pl.
Kay Lu and Ining Lu TTEES
47 E Las Flores Ave.
Arcadia, CA 91006-4633
Charlotte Chiropractic Clinic Class B 5,400.52 8.55%
James D. Myers
PO Box 436
Charlotte, MI 48813-0436
Raymond James & Assoc. Inc. Class B 4,921.26 7.79%
FBO McCabe IRA
880 Carillon Pkwy.
St. Petersburg, FL 33716-1100
ANTC Class B 3,511.76 5.56%
Zagwear
Robert Hay
29A Forsythia Ln.
Paramus, NJ 07652-4306
ANTC Class C 5,566.06 14.81%
Williams Insurance
Julie Ann Todd
PO Box 186
Oakland, IA 51560-0186
NFS LLC FBO Class C 4,299.15 11.44%
Northern Trustco IRA R/O
FBO Paul Mathovich
4725 S LaPorte
Chicago, IL 60638-2036
Morello Art & Design Class C 2,654.46 7.06%
Barbara Morello
19320 SW 30th St.
Miramar, FL 33029-5816
I-32
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
ANTC Class C 2,603.00 6.93%
Child and Adult Orthodontics PC
Susanne Milewski
17 Lakeview Terrace
Westbrook, CT 06498-1538
Meredith Shearer Associates LLC Class R 12,167.71 59.24%
401(k) Plan
Meredith Shearer Trustee
4799 Olde Towne Pkwy. Ste. 100
Marietta, GA 30068-4399
LPL Financial Services Class R 5,319.66 25.90%
9785 Towne Centre Dr.
San Diego, CA 92121-1968
Red Hot Media Individual Class R 1,546.91 7.53%
Walker Schupp
3589 Boxwood Dr.
Grapevine, TX 76051-4229
AIM Advisors Inc. Class R 1,191.48 5.80%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
AIM Advisors Inc. Institutional Class 1,205.93 100%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
AIM INDEPENDENCE 2040 FUND
AIM Advisors Inc. Class A 5,001.00 6.43%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
ANTC CUST IRA Class A 4,922.17 6.32%
FBO Mike E. Brister
11993 Lewis Rd.
DeRidder, LA 70634-1831
ANTC CUST IRA FBO Class A 4,854.03 6.24%
Ryan G. Schaar
13 Via Roma St.
Wichita, KS 67230-1602
I-33
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Custom Mechanical Inc. Class A 4,329.90 5.56%
Damond Clanton
6209 Highland Scenic Rd.
Baxter, MN 56425-8354
Ining Associates Inc. Defined Class B 10,967.49 25.32%
Benefit Pension Pl.
Kay Lu and Ining Lu TTEES
47 E Las Flores Ave.
Arcadia, CA 91006-4633
ANTC CUST IRA R/O Class B 5,714.68 13.19%
FBO Victoria D. Noonen
1227 Coronado Rd.
Elizabeth, CO 80107-9020
AIM Advisors Inc. Class B 5,001.00 11.54
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
ANTC Class B 4,465.77 10.31%
MHMRA
Anne Haffner
17530 Sorrel Ridge Dr.
Spring, TX 77388-5792
ANTC CUST IRA Class B 4,455.76 10.28%
FBO Marianne Frail
239 Widgedon Lndg.
Hilton, NY 14468-8942
ANTC Class B 2,708.10 6.25%
Zagwear
Leonard Polakoff
30 Beaumont Dr.
New York, NY 10956-4425
AIM Advisors Inc. Class C 5,001.00 44.03%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
Josh Randall MD PC Class C 2,761.83 24.32%
401(k) Plan
Dr. Josh Randall Trustee
26732 Crown Valley Pkwy. Ste. 111
Mission Viejo, CA 92691-8532
I-34
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
American Enterprise Investment Svcs. Class C 1,375.54 12.11%
PO Box 9446
Minneapolis, MN 55474-0001
Vincent M. Diana & Class C 570.71 5.02%
Stella M. Diana Ten Ent
10326 Tecoma Dr.
Trinity, FL 34655-5049
AIM Advisors Inc. Class R 5,001.00 69.54%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
MG Trustco CUST FBO Class R 1,109.40 15.43%
Phelon Group Inc. Employees SA
700 17th St. Ste. 300
Denver, CO 80202-3531
Harvey & Daughters Class R 978.65 13.61%
Hope R. Vail
127 Bluebill Ct.
Hvre De Grace, MD 21078-4202
AIM Advisors Inc. Institutional Class 5,001.00 100%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
AIM INDEPENDENCE 2050 FUND
ANTC Class A 11,811.72 11.70%
Gerald Larson LTD
Mary B. Snyder
PO Box 662
Park River, ND 58270-0662
ANTC Class A 11,315.04 11.21%
Gerald Larson LTD
Brian J. Larson
PO Box 662
Park River, ND 58270-0662
ANTC Class A 11,138.47 11.04%
Gerald Larson LTD
Gerald D. Larson
418 Briggs Ave S
Park River, ND 58270-4022
I-35
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Danna S. Dziedzic & Class A 6,726.34 6.66%
Chad Dziedzic &
Holly A. Dziedzic JTWROS
6519 Cottonwood Park Ln.
Houston, TX 77041-7246
AIM Advisors Inc. Class B 5,001.00 31.23%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
Raymond James & Assoc. Inc. Class B 3,063.75 19.13%
FBO Flanagan
880 Carillon Pkwy.
St. Petersburg, FL 33716-1100
ANTC CUST IRA FBO Class B 2,097.85 13.10%
Timothy S. Williams
805 E. Detroit Ave.
Indianola, IA 50125-1725
ATNC CUST SEP IRA Class B 1,221.90 7.63%
T&R Construction Inc. FBO
Rachel B. Morales
7846 Bankside Dr.
Houston, TX 77071-1702
Raymond James & Assoc. Inc. Class B 1,028.01 6.42%
FBO Carter SEP
880 Carillon Pkwy.
St. Petersburg, FL 33716-1100
ANTC CUST IRA Class B 915.15 5.72%
FBO Jennifer D. Deitz
8183 Hillcrest Dr.
Manassas, VA 20111-2820
AIM Advisors Inc. Class C 5,001.00 37.95%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
ANTC Class C 2,996.56 22.74%
Snow City Arts Foundation
Paul J. Sznewajs
2003 W. Ohio St.
Chicago, IL 60612-1515
I-36
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
ANTC Class C 957.36 7.26%
Diamond Food Enterprises, Inc.
Stephen M. Lambros
6929 Eschol Ct.
Wilmington, NC 28409-2686
AIM Advisors Inc. Class R 5,001.00 99.44%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
AIM Advisors Inc. Institutional Class 5,001.00 100%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
AIM INTERNATIONAL ALLOCATION FUND
Charles Schwab & Co. Inc. Class A 5,382,243.49 29.35%
Reinvestment Account
101 Montgomery St.
San Francisco, CA 94104-4151
Pershing LLC Class A 1,988,026.01 10.84%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 385,082.16 14.24%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class C 797,705.32 13.47%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 763,824.13 12.90%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
NFS LLC FEBO Class R 18,898.26 7.30%
Assurant Deferred Comp. Plan
Natl. Trust Mgmt. Svcs. TTEE
ADC 409(a)
57 Culpepper St.
Warrenton, VA 20186-3320
I-37
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
MG Trustco CUST FBO Class R 18,104.40 6.99%
Matenaer Corp. 401k Savings
700 17th St. Ste. 300
Denver, CO 80202-3531
Pershing LLC Class R 17,002.44 6.56%
1 Pershing Plz
Jersey City, NJ 07399-0001
CBNA CUST Class R 16,737.89 6.46%
FBO Larry G. Cushing & Sons 401k
6 Rhoads Dr. Ste. 7
Utica, NY 13502-6317
MG Trustco CUST FBO Class R 16,515.46 6.38%
Donald Wurtzel DDS PC EE 401k
700 17th St. Ste. 300
Denver, CO 80202-3531
MG Trustco CUST FBO Class R 14,816.39 5.72%
NGMG 401k Pl. & Trust
700 17th St. Ste. 300
Denver, CO 80202-3531
GPC Securities Inc. As Agent For Class R 14,802.22 5.71%
Reliance Trust Co FBO
Tabbert Han Earnest & Weddle
401(k) PS Plan
PO Box 105117
Atlanta, GA 30348-5117
Pershing LLC Institutional Class 3,740.15 85.61%
1 Pershing Plz
Jersey City, NJ 07399-0001
AIM Advisors Inc. Institutional Class 628.49 14.39%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
AIM MID CAP CORE EQUITY FUND
Pershing LLC Class B 1,854,780.25 10.76%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 1,356,534.66 17.04%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
I-38
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Pershing LLC Class C 769,059.32 9.66%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets Class C 748,525.02 9.40%
Attn: Cindy Tempesta 7th Fl.
333 W. 34th St.
New York, NY 10001-2402
Morgan Stanley DW Class C 508,399.34 6.39%
Attn: Mutual Fund Operations
3 Harborside Pl. Fl. 6
Jersey City, NJ 07311-3907
Merrill Lynch Pierce Fenner & Smith Class R 151,912.52 5.90%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
Hartford Life Insurance Co. Separate Class R 149,620.79 5.81%
Account 401(k)
PO Box 2999
Hartford, CT 06104-2999
FIIOC Agent Institutional Class 1,464,534.62 61.35%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987
State Street Bank and Trust Co 401k Institutional Class 876,076.66 36.70%
As TTEE for Pinnacle West Capital
Corporation Savings Plan
105 Rosemont Rd.
Westwood, MA 02090-2318
AIM MODERATE ALLOCATION FUND
AIM Omnibus Account for 529 Plan Class A 4,262,652.28 12.12%
4-6 Years to College Portfolio
Attn: Jay Harvey 9th Fl
11 E Greenway Plz.
Houston, TX 77046-1100
Pershing LLC Class A 2,316,148.32 6.59%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-39
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM Omnibus Account for 529 Plan Class A 1,908,059.17 5.43%
4-6 Years to College Portfolio
Attn: Jay Harvey 9th Fl
11 E Greenway Plz.
Houston, TX 77046-1100
Pershing LLC Class B 1,108,402.89 9.25%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 945,974.29 8.74%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class C 918,417.79 8.49%
1 Pershing Plz
Jersey City, NJ 07399-0001
GPC Securities Inc. As Agent For Class R 136,005.79 9.82%
Reliance Trust Co. FBO
SMRT, Inc. 401(k) PS Plan
PO Box 105117
Atlanta, GA 30348-5117
GPC Securities Inc. As Agent For Class R 87,808.11 6.37%
Reliance Trust Co. FBO
SMRT, Inc. 401(k) PS Plan
PO Box 105117
Atlanta, GA 30348-5117
Raymond James & Assoc. Inc. Institutional Class 1,744.40 65.70%
FBO Warthen IRA
880 Carillon Pkwy.
St. Petersburg, FL 33716-1100
AIM Advisors Inc. Institutional Class 910.54 34.30%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
AIM MODERATE GROWTH ALLOCATION FUND
AIM Omnibus Account for 529 Plan Class A 7,984,098.34 31.45%
7-12 Years to College Portfolio
Attn: Jay Harvey 9th Fl
11 E Greenway Plz.
Houston, TX 77046-1100
I-40
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM Omnibus Account for 529 Plan Class A 3,068,801.26 12.09%
Moderate Growth Allocation
Fund 529 Portfolio
Attn: Jay Harvey 9th Fl
11 E Greenway Plz.
Houston, TX 77046-1100
Pershing LLC Class B 396,534.65 7.77%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class C 534,230.79 10.82%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 335,021.68 6.79%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
MG Trust Company Cust FBO Class R 48,574.22 12.18%
TAAAC Employee 401k
700 17th St. Ste. 300
Denver, CO 80202-3531
AIM Advisors Inc. Institutional Class 852.77 100%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
AIM MODERATELY CONSERVATIVE
ALLOCATION FUND
AIM Omnibus Account for 529 Plan Class A 4,149,969.01 60.34%
1-3 Years to College Portfolio
Attn: Jay Harvey 9th Fl
11 E Greenway Plz.
Houston, TX 77046-1100
Pershing LLC Class B 107,832.65 11.66%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 115,208.68 9.56%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
I-41
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Pershing LLC Class C 78,438.03 6.51%
1 Pershing Plz
Jersey City, NJ 07399-0001
Reliance Trustco Custodian TTEE Class R 165,499.86 61.72%
FBO Other PSP
PO Box 48529
Atlanta, GA 30362-1529
GPC Securities Inc. TTEE FBO Class R 36,935.02 13.77%
Frost National Bank FBO
Thad Ziegler Glass LTD 401k Pl.
PO Box 105117
Atlanta, GA 30348-5117
LPL Financial Services Institutional Class 1,719.69 64.87%
9785 Towne Centre Dr.
San Diego, CA 92121-1968
AIM Advisors Inc. Institutional Class 931.32 35.13%
Attn: Corporate Controller
11 E Greenway Plz. Ste. 1919
Houston, TX 77046-1103
AIM SMALL CAP GROWTH FUND
John Hancock Life Insurance Co USA Class A 3,282,770.86 9.79%
RPS SEG Funds & Accounting
601 Congress St
Boston, MA 02210-2804
Hartford Life Insurance Co. Class A 1,893,054.30 5.65%
Separate Account 401k
PO Box 2999
Hartford, CT 06104-2999
Pershing LLC Class B 224,947.26 9.81%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 117,639.13 5.13%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
Merrill Lynch Pierce Fenner & Smith Class C 267,122.54 26.74%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
I-42
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Pershing LLC Class C 78,732.56 7.88%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets Class C 50,368.76 5.04%
Attn: Cindy Tempesta 7th Fl.
333 W. 34th St.
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class R 106,093.89 9.35%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
Reliastar Insurance Co. Class R 93,951.35 8.28%
Of New York
151 Farmington Ave #TN41
Hartford, CT 06156-0001
American United Life Group Class R 74,841.13 6.60%
Retirement Annuity
PO Box 398
Indianapolis, IN 46206
AIM Growth Allocation Institutional Class 2,127,737.41 29.23%
Fund Omnibus Account
C/O AIM Advisors
11 E Greenway Plz. Ste. 100
Houston, TX 77046-1113
Fidelity Investments Institutional Institutional Class 1,493,541.02 20.52%
Operations Co (F11OC) As Agent
For Certain Employee Benefit Plans
100 Magellan Way
Mail Location - KW1C
Covington, KY 41015-1999
Merrill Lynch Pierce Fenner & Smith Institutional Class 1,054,943.67 14.49
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl
Jacksonville, FL 32246-6484
GPC Securities Inc. As Agent For Institutional Class 809,589.23 11.12%
Merrill Lynch Bk & Tr Co FSB TTEE
FBO AMVESCAP 401(K) Plan
PO Box 105117
Atlanta, GA 30348-5117
I-43
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
HUBCO Institutional Class 635,354.35 8.73%
Regions Financial Corp.
PO Box 830688
Birmingham, AL 35283-0688
Charles Schwab & Co. Inc. Investor Class 936,045.83 11.11%
Special Custody Acct. For the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4151
Nationwide Life Insurance Co. QPVA Investor Class 739,805.10 8.78%
C/O IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029
Wells Fargo Bank NA FBO Investor Class 627,902.06 7.45%
Tetra Tech Inc. Ret. Plan
PO Box 1533
Minneapolis, MN 55480-1533
FIIOC Agent Investor Class 575,610.07 6.83%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987
Nationwide Life Insurance Co. FBS Investor Class 500,195.23 5.94%
C/O IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029
Delaware Charter Guarantee & Trust Investor Class 466,982.45 5.54%
FBO Principal Financial Group Ominb
US Qualified
711 High St.
Des Moines, IA 50392-0001
AIM INVESTMENT FUNDS
AIM CHINA FUND
Pershing LLC Class A 1,272,816.72 9.66%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 294,091.26 16.41%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-44
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Merrill Lynch Pierce Fenner & Smith Class C 278,944.58 6.53%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class C 261,192.66 6.12%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Institutional Class 104,878.93 83.62%
1 Pershing Plz
Jersey City, NJ 07399-0001
AIM DEVELOPING MARKETS FUND
Pershing LLC Class A 2,470,564.71 8.16%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class A 2,227,913.60 7.52%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Charles Schwab & Co Inc. Class A 2,276,554.40 7.52%
Reinvestment Account
101 Montgomery St
San Francisco, CA 94104-4151
Citigroup Global Markets House Class A 2,270,598.10 7.50%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Pershing LLC Class B 270,407.47 9.60%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class B 238,866.75 8.48%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class C 1,155,952.97 19.43%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
I-45
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Citigroup Global Markets House Class C 934,633.67 15.71%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Pershing LLC Class C 560,870.37 9.43%
1 Pershing Plz
Jersey City, NJ 07399-0001
Morgan Stanley DW Class C 374,761.68 6.30%
Attn Mutual Fund Operations
3 Harborside Pl FL 6
Jersey City, NJ 07311-3907
AIM International Allocation Fund Institutional Class 610,179.06 75.86%
Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM GLOBAL HEALTH CARE FUND
Merrill Lynch Pierce Fenner & Smith Class A 1,521,137.04 7.55%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Citigroup Global Markets House Class A 1,475,503.90 7.32%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Pershing LLC Class A 1,171,239.14 5.81%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 549,441.70 12.86%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class B 230,923.55 5.40%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class C 187,505.63 13.04%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
I-46
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Pershing LLC Class C 160,787.57 11.18%
1 Pershing Plz
Jersey City, NJ 07399-0001
Charles Schwab & Co Inc. Investor Class 3,647,727.79 16.92%
Special Custody Acct For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
National Financial Services Corp Investor Class 1,214,141.69 5.63%
The Exclusive Benefit of Cust
One World Financial Center
200 Liberty Street 5th Floor
Attn: Kate Recon
New York, NY 10281-5503
AIM INTERNATIONAL TOTAL RETURN FUND
Alexandra H Nash Class A 51,871.26 9.27%
Grayson G Nash JTWROS
C/O Nadel And Gussman
3200 First National Tower
15 East 5th Street
Tulsa, OK 74103-4346
Pershing LLC Class A 32,807.64 5.86%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 22,801.69 10.62%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class C 37,026.43 20.66%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 9,662.49 5.39%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
AIM Moderate Asset Allocation Fund Institutional Class 1,892,765.14 58.75%
Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
I-47
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM Conservative Asset Allocation Institutional Class 478,063.86 14.84%
Fund Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Income Allocation Fund Institutional Class 464,646.39 14.42%
Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderately Conservative Institutional Class 366,713.43 11.38%
Allocation Fund Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM JAPAN FUND
AIM Advisors Inc Class A 75,001.00 12.54%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
Charles Schwab & Co Inc. Class A 49,136.08 8.21%
Special Custody FBO Customers
(SIM) Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Merrill Lynch Pierce Fenner & Smith Class A 45,073.48 7.53%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class A 36,943.13 6.18%
1 Pershing Plz
Jersey City, NJ 07399-0001
AIM Advisors Inc Class B 75,001.00 54.36%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
Pershing LLC Class B 9,256.56 6.71%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-48
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM Advisors Inc Class C 75,001.00 41.34%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
Merrill Lynch Pierce Fenner & Smith Class C 22,447.78 12.37%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class C 19,878.94 10.96%
1 Pershing Plz
Jersey City, NJ 07399-0001
AIM Advisors Inc Institutional Class 75,001.00 100.00%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
AIM LIBOR ALPHA FUND
Charles Schwab & Co Inc. Class A 556,162.43 20.04%
Special Custody FBO Customers
(SIM) Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Merrill Lynch Pierce Fenner & Smith Class A 474,614.33 17.10%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class C 178,735.88 10.78%
1 Pershing Plz
Jersey City, NJ 07399-0001
NFS LLC FBO Class C 106,880.82 6.44%
Prismatic Development Corp
David Temeles
60 Route 46
Fairfield, NJ 07004-3027
AIM Advisors Inc Class R 1,142.46 57.45%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
I-49
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
RBC Dain Rauscher Class R 846.26 42.55%
D Storer J Moeller & C Foley
Battelle & Bettelle PSP
407 Redwood Blvd
Dayton, OH 45440-4516
Pershing LLC Institutional Class 5,167.67 82.29%
1 Pershing Plz
Jersey City, NJ 07399-0001
AIM Advisors Inc Institutional Class 1,111.97 17.71%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
AIM TRIMARK ENDEAVOR FUND
Charles Schwab & Co Inc. Class A 2,127,446.27 22.33%
Reinvestment Account
101 Montgomery St
San Francisco, CA 94104-4151
Pershing LLC Class A 1,038,661.40 10.90%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class A 709,032.77 7.44%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class B 195,684.17 14.33%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 469,857.45 18.37%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class C 263,739.54 10.31%
1 Pershing Plz
Jersey City, NJ 07399-0001
MG Trust Co Cust Class R 23,592.14 7.99%
Fred Garry Inc 401(k) Pl
700 17th St Ste 300
Denver, CO 80202-3531
I-50
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
MG Trust Co Cust Class R 22,560.40 7.64%
Sound Inpatient Physicians 401(k) Plan
700 17th St Ste 300
Denver, CO 80202-3531
First Clearing LLC Class R 19,539.01 6.62%
Competition Cam PSP
Ronald L Coleman TTEE
3408 Democrat Rd
Memphis, TN 38118-1541
Merrill Lynch Pierce Fenner & Smith Class R 18,960.01 6.42%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
MG Trust Co Cust Class R 16,972.74 5.75%
F & F Roofing Co 401(k) Savings Plan
700 17th St Ste 300
Denver, CO 80202-3531
AIM Conservative Asset Allocation Institutional Class 344,185.91 99.14%
Fund Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM TRIMARK FUND
Charles Schwab & Co Inc. Class A 567,690.67 17.29%
Special Custody FBO Customers
(RPS) Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Pershing LLC Class A 380,522.88 11.59%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 61,204.66 9.20%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 42,699.87 6.42%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
I-51
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Pershing LLC Class C 72,020.40 9.47%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 71,323.23 9.38%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Merrill Lynch Pierce Fenner & Smith Class R 6,068.88 17.49%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Michael Carvin FBO Class R 4,361.97 12.57%
Spectracom Inc 401(k) Plan
805 S Wheatley St Ste 600
Ridgeland, MS 39157-5005
American Enterprise Investment Svcs Class R 2,982.11 8.60%
P O Box 9446
Minneapolis, MN 55474-0001
GH Solomon Consulting Class R 2,829.33 8.16%
Gregg H Solomon
46 Stonemark Dr
Henderson, NV 89052-6688
Coinage of America Class R 1,926.25 5.55%
Gregory A Howe
2219 E Thousand Oaks Blvd #251
Thousand Oaks, CA 91362-2930
AIM Advisors Inc Institutional Class 602.59 100.00%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
AIM TRIMARK SMALL COMPANIES FUND
Charles Schwab & Co Inc. Class A 9,128,807.91 33.45%
Special Custody FBO Customers
(RPS) Attn Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
I-52
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Merrill Lynch Pierce Fenner & Smith Class A 2,573,684.25 9.43%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class A 2,043,677.34 7.49%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 284,757.88 14.89%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 1,329,231.34 18.59%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Pershing LLC Class C 755,862.31 10.57%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class C 397,245.91 5.55%
Attn Cindy Tempesta 7th Floor
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class R 111,959.41 18.52%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484
Capital Bank & Trust Co TTEE Class R 31,945.11 5.28%
FBO Dr Reddy's Laboratories Inc
401(k)
C/O Planpremier/FASCORE LLC
8515 E Orchard Rd #2T2
Greenwood Vlg, CO 80111-5002
First Command Bank Trust Institutional Class 7,566,157.34 76.27%
FBO First Command SIP
Attention: Trust Department
P O Box 901075
Fort Worth, TX 76101-2075
I-53
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM Moderate Asset Allocation Fund Institutional Class 2,256,353.25 22.75%
Omnibus Account
C/O AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM INVESTMENT SECURITIES FUNDS
AIM GLOBAL REAL ESTATE FUND
Charles Schwab & Co Inc Class A 10,519,295.84 32.17%
Reinvestment Account
101 Montgomery St
San Francisco, CA 94104-4151
Pershing LLC Class A 2,746,286.37 8.40%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 541,774.75 16.68%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 252,876.21 7.79%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Merrill Lynch Pierce Fenner & Smith Class C 1,133,100.36 15.54%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class C 1,094,920.35 15.02%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class C 1,090,602.44 14.96%
Attn Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class R 31,517.52 10.03%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
I-54
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
MG Trustco TTEE Class R 26,507.06 8.44%
Frontier Trustco FBO
Orthopedic Assoc of Long Island 401
P.O. Box 10699
Fargo, ND 58106-0699
Citistreet Retirement Services Class R 16,469.65 5.24%
Citigroup Institutional Trust
400 Atrium Dr
Somerset, NJ 08873-4162
Attn Frank Rossi CFO Institutional Class 189,595.32 22.39%
First Clearing LLC
WBNA Collateral Account
American Arbitration
335 Madison Ave 10th Fl
Attn Frank Rossi CFO Institutional Class 105,469.14 12.45%
First Clearing LLC
American Arbitration
Association
Chief Financial Officer
Citizens Bank Cust Institutional Class 91,101.05 10.76%
FBO Interface Cooper Manufacturing
870 Westminister St
Providence, RI 02903-4089
Hand Benefits & Trust Cust FO Institutional Class 90,770.46 10.72%
Colorado Springs Health Partners PS
5700 Northwest Central Dr 4th Fl
Houston, TX 77092-2039
Saturn & Company Institutional Class 85,053.58 10.04%
SRMC Funded Dep Reserve
c/o State Street Bank and Trust
200 Clarendon St FCG 124
Boston, MA 02116-5021
Primevest Financial Services FBO Institutional Class 64,211.99 7.58%
Jeff Milburn TTEE
400 First Street SO Ste 300
P.O. Box 283
St. Cloud, MN 56302-0283
Pershing LLC Institutional Class 49,887.23 5.89%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-55
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM HIGH YIELD FUND
Pershing LLC Class A 7,698,354.64 8.27%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class A 4,783,924.70 5.14%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class B 2,920,227.31 13.36%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 1,405,647.27 6.43%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class C 714,736.13 7.42%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 580,567.97 6.03%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
AIM Moderate Asset Allocation Fund Institutional Class 15,778,766.48 38.69%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Growth Allocation Institutional Class 11,147,819.44 27.34%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Growth Allocation Institutional Class 8,235,215.97 20.19%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
I-56
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM Income Allocation Fund Institutional Class 3,032,673.40 7.44%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
Charles Schwab & Co Inc Investor Class 7,128,992.66 24.95%
Special Custody FBO Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, GA 94104-4151
AIM INCOME FUND
Pershing LLC Class A 3,608,907.80 7.25%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 1,321,647.26 11.37%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class C 482,086.78 11.60%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 301,564.03 7.26%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
NFS LLC FEBO Class R 96,736.07 12.24%
Anne E Howanski TTEE
Ridley Township Police Pen Fund
100 East Macdale Blvd
Folsom, PA 19033
Merrill Lynch Pierce Fenner & Smith Class R 84,201.10 10.65%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
AIM Income Allocation Fund Institutional Class 1,349,242.21 86.39%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
I-57
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
FIIOC Agent Institutional Class 187,970.15 12.03%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987
Charles Schwab & Co Inc Investor Class 1,658,439.99 10.91%
Special Custody FBO Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, GA 94104-4151
Nat'l Financial Services Corp Investor Class 904,838.50 5.95%
The Exclusive Benefit of Cust
One World Financial Center
200 Liberty Street 5th Fl
Attn: Kate-Recon
New York, NY 10281-5503
Union Bank Calif TR Investor Class 866,124.41 5.70%
Select Benefit Omnibus 12B-1 Fees
UBCC-Mutual Funds
P.O. Box 85484
San Diego, CA 92186-5484
AIM INTERMEDIATE GOVERNMENT FUND
City National Bank Class A 2,630,491.07 7.90%
City National Corp
P.O. Box 60520
Attn: TR OPS/Mutual Fd
Los Angeles, CA 90060-0520
Pershing LLC Class A 1,844,459.79 5.54%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 1,420,797.79 10.75%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 837,193.80 6.33%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
I-58
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Merrill Lynch Pierce Fenner & Smith Class C 484,867.91 11.98%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class C 281,608.25 6.96%
1 Pershing Plz
Jersey City, NJ 07399-0001
AIM Moderately Conservative Institutional Class 1,697,305.51 64.61%
Allocation Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Income Allocation Fund Institutional Class 810,212.80 30.84%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
Charles Schwab & Co Inc Investor Class 497,069.52 10.51%
Special Custody FBO Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, GA 94104-4151
Delaware Charter Guarantee & Trust Investor Class 281,056.06 5.94%
FBO Various Qualified Plans
711 High St
Des Moines, IA 50309-2732
AIM LIMITED MATURITY TREASURY FUND
Merrill Lynch Pierce Fenner & Smith Class A 1,035,385.69 7.58%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class A 774,216.96 5.67%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class A3 350,698.77 11.01%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-59
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM Conservative Asset Allocation Institutional Class 994,363.98 80.98%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
FIIOC Agent Institutional Class 142,147.77 11.58%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987
AIM MONEY MARKET FUND
Pershing LLC Class B 9,563,820.43 7.42%
1 Pershing Plz
Jersey City, NJ 07399-0001
MG Trustco Cust FBO 401K Class R 1,280,799.74 6.55%
Gravograph New Homes Inc
Ret Svgs Pl
700 17th St Ste 300
Denver, CO 80202-3531
MG Trustco Cust Class R 1,152,531.18 5.89%
FBO Call & Nicholas Inc 401K Profit
700 17th St Ste 300
Denver, CO 80202-3531
AIM MUNICIPAL BOND FUND
Pershing LLC Class B 403,669.52 12.23%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 283,189.52 8.58%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Citigroup Global Markets House Class B 199,365.62 6.04%
Attn Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class C 403,863.08 20.54%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
I-60
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Pershing LLC Class C 151,485.73 7.70%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class C 121,751.61 6.19%
Attn Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Charles Schwab & Co Inc Investor Class 932,652.63 5.41%
Special Custody FBO Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, GA 94104-4151
AIM REAL ESTATE FUND
Charles Schwab & Co Inc Class A 2,913,579.37 9.40%
Reinvestment Account
101 Montgomery St
San Francisco, CA 94104-4151
Nationwide Trust Company FSB Class A 2,206,569.70 7.12%
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
Pershing LLC Class B 603,852.87 12.94%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 697,544.91 15.29%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class C 553,201.40 12.13%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class C 376,753.90 8.26%
Attn Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Hartford Life Insurance Co Class R 197,198.32 15.23%
Separate Account 401K
P.O. Box 2999
Hartford, CT 06104-2999
I-61
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Merrill Lynch Pierce Fenner & Smith Class R 184,451.33 14.24%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Emjay Corporation Cust FBO Class R 104,482.86 8.07%
Plans of RPSA Customers
c/o Great West
8515 E Orchard Rd Ste 2T2
Greenwood Vlg, CO 80111-5002
AIM Growth Allocation Fund Institutional Class 1,150,378.53 42.02%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Growth Allocation Institutional Class 389,216.99 14.22%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
New York Life Trust Company 401K Institutional Class 359,966.99 13.15%
Clients Account
690 Canton St Ste 100
Westwood, MA 02090-2324
AIM Income Allocation Fund Institutional Class 212,020.83 7.74%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
Nat'l Financial Services Corp Institutional Class 160,207.46 5.85%
The Exclusive Benefit of Cust
One World Financial Center
200 Liberty Street 5th Fl
Attn: Kate-Recon
New York, NY 10281-5503
Nat'l Financial Services Corp Investor Class 152,525.65 12.35%
The Exclusive Benefit of Cust
One World Financial Center
200 Liberty Street 5th Fl
Attn: Kate-Recon
New York, NY 10281-5503
I-62
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Charles Schwab & Co Inc Investor Class 147,472.16 11.94%
Special Custody FBO Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, GA 94104-4151
AIM SHORT TERM BOND FUND
Charles Schwab & Co Inc Class A 543,232.82 17.95%
Special Custody FBO Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, GA 94104-4151
Pershing LLC Class A 404,998.06 13.38%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class A 158,513.78 5.24%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class C 1,335,016.23 16.09%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citistreet Retirement Services Class R 133,826.55 64.65%
Citigroup Institutional Trust
400 Atrium Dr
Somerset, NJ 08873-4162
Merrill Lynch Pierce Fenner & Smith Class R 11,628.43 5.62%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
AIM Conservative Asset Allocation Institutional Class 3,067,770.60 42.84%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
I-63
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM Moderate Asset Allocation Fund Institutional Class 2,017,607.61 28.18%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderately Conservative Institutional Class 1,344,125.68 18.77%
Allocation Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Income Allocation Institutional Class 596,101.93 8.32%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM TOTAL RETURN BOND FUND
Merrill Lynch Pierce Fenner & Smith Class A 699,814.01 11.33%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class A 408,308.70 6.61%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 304,533.89 10.11%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 242,126.71 8.04%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Merrill Lynch Pierce Fenner & Smith Class C 90,121.23 8.16%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
MG Trustco Cust 401K Class R 13,531.02 11.01%
FBO Trico Excavating
700 17th Street Ste 300
Denver, CO 80202-3531
I-64
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
MG Trust Company Cust FBO Class R 9,527.05 7.75%
Comdec Inc Employee Retirement PL
700 17th Street Ste 300
Denver, CO 80202-3531
Quality Medical & Physical Therapy Class R 7,606.63 6.19%
Vesha Czuber
80 Congress St
Springfield, MA 01104
Quality Medical & Physical Therapy Class R 7,581.98 6.17%
John S Czuber
1985 Main St Ste 301
Springfield, MA 01103-1074
Andrews Caramel Applies Inc Class R 6,318.35 5.14%
401K Plan
Mary D Demarco TTEE
5001 W Belmont Ave
Chicago, IL 60641-4236
AIM Moderate Asset Allocation Fund Institutional Class 17,874,610.90 59.97%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Growth Allocation Institutional Class 4,936,939.66 16.56%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Conservative Asset Allocation Institutional Class 2,706,849.01 9.08%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderately Conservative Institutional Class 2,426,208.52 8.14%
Allocation Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Income Allocation Fund Institutional Class 1,672,907.05 5.61%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
I-65
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
AIM TAX-EXEMPT FUNDS
AIM HIGH INCOME MUNICIPAL BOND
Merrill Lynch Pierce Fenner & Smith Class A 6,874,097.61 14.19%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Citigroup Global Markets House Class A 6,301,565.38 13.01%
Attn Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Pershing LLC Class A 2,835,842.90 5.85%
1 Pershing Plz
Jersey City, NJ 07399-0001
Charles Schwab & Co Inc Class A 2,534,620.71 5.23%
Reinvestment Account
101 Montgomery St
San Francisco, CA 94104-4151
Pershing LLC Class B 790,303.87 20.51%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 541,517.73 14.05%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Merrill Lynch Pierce Fenner & Smith Class C 3,571,919.42 29.13%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Citigroup Global Markets House Class C 1,035,764.90 8.45%
Attn Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Pershing LLC Class C 1,022,001.73 8.34%
1 Pershing Plz
Jersey City, NJ 07399-0001
I-66
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
First Command Bank Trust Institutional Class 5,823,027.27 69.79%
FBO First Command SIP
Attn: Trust Department
P.O. Box 901075
Fort Worth, TX 76101-2075
Hollowwave & Co Institutional Class 2,285,506.53 27.39%
P.O. Box 5496
Boston, MA 02102
AIM TAX-EXEMPT CASH FUND
CFP Holdings LTD Partnership Class A 6,092,086.69 17.16%
Partnership
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
SERAPIS LTD Class A 4,367,117.47 12.30%
Robert H Graham
Managing General Partner
P.O. Box 1063
Houston, TX 77251-1063
Gary Thomas Crum Class A 2,372,203.32 6.68%
11 E Greenway Plz Ste 2600
Houston, TX 77046-1100
AIM TAX-FREE INTERMEDIATE FUND
Gary Thomas Crum Class A 1,862,325.42 14.12%
11 E Greenway Plz Ste 2600
Houston, TX 77046-1100
Citigroup Global Markets House Class A 1,311,626.66 9.94%
Attn Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
CFP Holdings LTD Partnership Class A 1,070,920.99 8.12%
Partnership
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
Pershing LLC Class A 972,616.14 7.37%
1 Pershing Plz
Jersey City, NJ 07399-0001
Onedun A Partnership Class A 781,234.73 5.92%
218 W Main St
Dundee, IL 60118-2019
I-67
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Merrill Lynch Pierce Fenner & Smith Class A 693,288.06 5.25%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class A3 606,494,62 20.29%
1 Pershing Plz
Jersey City, NJ 07399-0001
First Command Bank Trust Institutional Class 39,842.66 66.97%
FBO First Command SIP
Attn: Trust Department
P.O. Box 901075
Fort Worth, TX 76101-2075
Maril & Co FBO NJ Institutional Class 13,399.10 22.52%
c/o M&I Trust Co NA
11270 W Park Pl Ste 400
Milwaukee, WI 53224-3638
Sterne Agee & Leach Inc Institutional Class 6,252.31 10.51%
813 Shades Creek Pky
Birmingham, AL 35209-4542
SHORT-TERM INVESTMENTS TRUST
GOVERNMENT & AGENCY PORTFOLIO
First Clearing LLC Cash Management 25,449,545.51 22.35%
USMS Asset Forfeiture Office Class
Court Order FBO Alexander
CS-3 Ste 402
Washington, DC 20530-1000
Wachovia Securities FBO Cash Management 22,841,291.50 20.06%
Computer Horizons Corp Class
10700 Wheat First Dr
Glen Allen, VA 23060-9243
First Clearing Corp Cash Management 5,791,055.03 5.09%
10700 Wheat First Dr Class
Glen Allen, VA 23060-9243
Saxon & Co Institutional 16,560,640.00 35.41%
Eastwick Center Class
Attn: ACI/REORG
c/o PNC Bank
8800 Tinicum Blvd
Philadelphia, PA 19153-3111
I-68
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Attn Lisa Moodt Treasurer Institutional Class 4,990,192.84 10.67%
First Clearing LLC
Grand Valley Local School Dist
111 Grand Valley Ave W Ste A
Orwell, OH 44076-9438
First Clearing LLC Institutional Class 4,409,699.38 9.43%
Allen East Local School Dist
Investment Account
9520 Harrod Rd
Harrod, OH 45850-9701
First Clearing LLC Institutional Class 2,795,553.04 5.98%
Painesville City Local Schools
Investment Account #2
58 Jefferson St
Painesville, OH 44077-3114
Attn Edward Williams Treasurer Institutional Class 2,678,704.00 5.73%
First Clearing LLC
Jefferson Area Local Schools
45 E Satin St
Jefferson, OH 44047-1416
First Clearing LLC Institutional Class 2,678,160.71 5.73%
Oregon City School District
Investment Account
5721 Seaman St
Oregon, OH 43616-2631
First Clearing LLC Personal Investment 1,841,951.40 23.35%
Turboflow Uruguay SA Class
10700 Wheat First Drive
Glen Allen, VA 23060
First Clearing LLC Personal Investment 890,376.28 11.29%
Zala Trading Inc Class
10700 Wheat First Drive
Glen Allen, VA 23060
First Clearing LLC Personal Investment 601,579.38 7.63%
CIR SA Class
10700 Wheat First Drive
Glen Allen, VA 23060
First Clearing Corp Personal Investment 471,910.98 5.98%
FBO Lonifox Int Corp Class
10700 Wheat First Dr
Glen Allen, VA 23060-9243
I-69
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
First Clearing LLC Private Investment 4,000,000.00 9.23%
MWV SPE LLC Class
6200 The Corners Pkwy
Norcross, GA 30092-3365
First Clearing LLC Private Investment 3,792,330.19 8.75%
LA Thoroughbred Breeders Assn Class
Slot Breeders Awards
P.O. Box 24650
New Orleans, LA 70184-4650
Information Systems Audit & Private Investment 3,119,590.00 7.20%
Control Assoc ISACA Class
3701 Algonquin Rd Ste 1010
Rolling Mdws, IL 60008-3124
First Clearing LLC Private Investment 2,650,000.00 6.12%
Jo Ellen Investments LLC Class
511 Gravier St Ste 100
New Orleans, LA 70130-2727
First Clearing LLC Private Investment 2,554,110.73 5.90%
USMS Asset Forfeiture Office Class
Court Order FBO Alexander
CS-3 Ste 402
Washington, DC 20530-5405
Internet Product Development G Private Investment 2,528,820.41 5.84%
Attn Gina M Fratto Class
1025 Connecticut Ave NW Ste #1000
Washington, DC 20036-5405
First Clearing LLC Private Investment 2,221,967.62 5.13%
League of California Cities Class
1400 K Street
Sacramento, CA 95814
Bus Svc Div Attn L Briskman Resource Class 10,036,977.39 11.27%
First Clearing LLC
US Marshalls Service Asset
Forfeiture Office Court Order
05-FBI-003797/Coral Const
Enterprise Community Loan Fund Inc Resource Class 9,958,258.29 11.18%
Nep Knickerbocker Ave Cluster
Attn: Jeanette Daymode
10227 Wincopin Cir Ste 500
Columbia, MD 21044-3400
I-70
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Enterprise Community Loan Fund Inc Resource Class 8,750,362.63 9.82%
Nep Ft Washington Ave Cluster
Attn: Jeanette Daymode
10227 Wincopin Cir Ste 500
Columbia, MD 21044-3400
Enterprise Community Loan Fund Inc Resource Class 8,648,152.55 9.71%
Nep W 132nd Street Cluster
Attn: Jeannette Daymode
10227 Wincopin Cir Ste 500
Columbia, MD 21044-3400
First Clearing LLC Resource Class 5,117,470.00 5.74%
Information Systems Audit &
Control Association ISACA
3701 Algonquin Rd Ste 1010
Capital Blue Cross Resource Class 4,985,802.47 5.60%
Attn: Financial Reporting MD 3237
2500 Elmerton Ave
Harrisburg, PA 17110
Enterprise Community Loan Fund Inc Resource Class 4,839,425.73 5.43%
Nep Cooper St Cluster
Attn Jeanette Daymode
10227 Wincopin Cir Ste 500
Columbia, MD 21044-3400
First Clearing Corp Corporate Class 11,531,794.78 7.34%
Sciele Pharma, Inc
10700 Wheat First Dr
Glen Allen, VA 23060-9243
First Clearing LLC Corporate Class 11,143,233.54 7.09%
Cempra Pharmaceuticals, Inc
Attn: Roger A Francis
6340 Quadrangle Drive
Ste 100
GOVERNMENT TAXADVANTAGE PORTFOLIO
First Clearing LLC Cash Management 1,022,564.74 79.38%
Malka Family Trust Class
Yarden Y Malka TTEE
P.O. Box 60967
Palo Alto, CA 94306-0967
I-71
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
UBS Financial Services Inc FBO Cash Management 265,403.08 20.60%
Norman H Morse Class
7 Blueberry Ln Unit C2
Falmouth, ME 04105-1854
UBS Financial Services Inc FBO Institutional Class 121,771.81 37.41%
Medtech Publishing Company
71 Pineland Dr
New Gloucestr, ME 04260-5111
UBS Financial Services Inc FBO Institutional Class 105,031.95 32.27%
CCM Co LLC
c/o Shp Mgmt
7 Thomas Dr
Cumb Foreside, ME 04110-1318
UBS Financial Services Inc FBO Institutional Class 73,152.35 22.47%
Susannah S Macdonald
25 Blueberry Cv
Yarmouth, ME 04096-6526
First Clearing LLC Private Investment 1,035,365.02 19.85%
Frank Gentile Class
17 Knollcrest Rd
Nesconset, NY 11767-2809
First Clearing LLC Private Investment 1,000,000.00 19.18%
Anna T Lane Class
1924 Stony Point Rd
Charlottesvle, VA 22911-3511
First Clearing LLC Private Investment 854,419.45 16.38%
Victor H Kempster Class
12100 Wilshire Blvd Ste 1200
Los Angeles, CA 90025-7122
First Clearing LLC Private Investment 605,903.69 11.62%
Claire Kallen 2006 Rev Trust Class
23 Clover Dr
Great Neck, NV 11021-1029
First Clearing LLC Private Investment 429,471.07 8.24%
Ronald J Bracciante and Class
Angela Bracciante
28 Westview Rd
Northport, NY 11768-1039
I-72
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
First Clearing LLC Private Investment 355,975.97 6.83%
Robert P Liehmann & Class
Jane D Liehmann
51 N Woodhull Rd
Huntington, NY 11743-2826
First Clearing LLC Private Investment 304,355.71 5.84%
John W Williams Class
341 Magna Carta Rd
Florence, SC 29501-8711
UBS Financial Services Inc FBO Private Investment 301,333.94 5.78%
Nancy L Monks Class
43 Agamenticus Ave
Cape Neddick, ME 03902-7108
First Clearing LLC Private Investment 279,467.84 5.36%
Maria J Rosa Class
TOD Account
400 Timothy Ter
Sewell, NJ 08080-9455
UBS Financial Services Inc FBO Resource Class 566,749.98 97.55%
Dean A Sciaraffa
89 Pleasant Ave
S Portland, ME 04106-5616
UBS Financial Services Inc FBO Corporate Class 14,079.55 100%
Stephen P Hilton
19 Ole Ironside Ln
Scarborough, ME 04074-9337
LIQUID ASSETS PORTFOLIO
RBC Dain Rauscher Inc FBO Cash Management 62,477,410.09 19.93%
Brion G Wise Class
774 Mays Blvd #10-323
Incline Vlg, NV 89451-9604
Oppenheimer & Co Inc FBO Cash Management 35,991,013.73 11.48%
PDL Biopharma Inc Class
1400 Seaport Blvd
Redwood City, CA 94063-5539
Worthington Armstrong Venture Cash Management 29,435,602.32 9.39%
9 Old Lincoln Hwy Ste 200 Class
Malvern, PA 19355-2551
First Clearing LLC Cash Management 25,174,335.45 8.03%
10700 Wheat First Dr Class
Glen Allen, VA 23060-9243
I-73
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
First Clearing Corp Institutional Class 63,909,907.16 29.47%
Coley Pharmaceutical Security
10700 Wheat First Dr
Glen Allen, VA 23060-9243
Saxon & Co Institutional Class 35,964,966.00 16.59%
Eastwick Center
Attn: ACI/Reorg
c/o PNC Bank
8800 Tinicum Blvd
Philadelphia, PA191
First Clearing LLC Institutional Class 28,866,516.64 13.31%
Howard Cary Bissell
13860 Ballantyne Corp Place
Ste 300
Charlotte, NC 28277-3167
Openheimer & Co Inc FBO Institutional Class 13,861,084.23 6.39%
Oppenheimer Private Equity Fund I L
Attn: Mr. Vineet Bhalla
90 Broad St 9th Fl
New York, NY 10004-2205
GPC Securities Inc Agent for Personal Investment 15,286,093.04 40.61%
Frost TTEE FBO The 401k Stock Class
Purchase Plan For EE's of Cullen
Frost Bankers & Its Affiliates
P.O. Box 105117
Atlanta, GA 30348-5117
GPC Securities Inc as Agent for Personal Investment 13,804,208.75 36.67%
Frost Nat'l Bank TTEE FBO Class
Cullen/Frost PS Plan
P.O. Box 105117
Atlanta, GA 30348-5117
Wedbush Morgan Securities Personal Investment 5,178,650.50 13.76%
1000 Wilshire Blvd Class
Los Angeles, CA 90017-2457
Citistreet Private Investment 37,251,984.10 12.90%
3 Batterymarch Park Class
Quincy, MA 02169-7422
First Clearing LLC Private Investment 30,432,918.00 10.54%
Estate of Dwight Goldthorpe Class
340 Royal Poinciana Way
Palm Beach, FL 33480-4048
I-74
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Nationwide Trust Company FSB FBO Private Investment 19,083,310.08 6.61%
Participating Ret Plans TPA-NTC Class
c/o IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
John J Mazur Inc Reserve Class 412,545.92 18.01%
94 E Jefryn Ste K
Deer Park, NY 11729-5728
John J Mazur Inc Reserve Class 408,732.58 17.84%
Attn: Alice Mazur
94 E Jefryn Blvd
Deer Park, NY 11729-5728
Rume Corp Reserve Class 311,891.02 13.62%
100 Carolyn Blvd
Farmingdale, NY 11735-1525
Pershing LLC Reserve Class 179,786.27 7.85%
P.O. Box 2052
Jersey City, NJ 07303-2052
Oppenheimer & Co Inc Cust FBO Reserve Class 162,956.35 7.11%
John R Wallis IRA
3722 Belle Grove
Sugar land, TX 77479-3285
First Clearing LLC Resource Class 28,913,282.70 17.61%
Avanir Pharmaceuticals Corp
101 Enterprise Ste 300
Aliso Viejo, CA 92656-2608
First Clearing LLC Resource Class 12,481,304.11 7.60%
David A Dickens
TOD Registration
7405 Racing Horse Lane
Fairfax Station, VA 22039-2013
First Clearing LLC Resource Class 12,000,000.00 7.31%
Unipro Foodservice Inc
2500 Cumberland Pkwy SE Ste 600
Atlanta, GA 30339-3924
First Clearing Corp Corporate Class 22,493,792.91 46.52%
KVH Industries Inc
10700 Wheat First Dr
Glen Allen, VA 23060-9243
I-75
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
RBC Dain Rauscher Inc FBO Corporate Class 18,289,825.42 37.82%
Sutter Insurance Services
Corp
2200 River Plaza Drive
Sacramento, CA 95833-4134
Oppenheimer & Co Inc FBO Corporate Class 5,180,542.01 10.71%
John Horn &
Karen A Horn JTWROS
1153 W California St
Seymour, TX 76380-1552
STIC PRIME PORTFOLIO
Citigroup Global Markets House Cash Management 255,082,759.55 35.17%
Attn Cindy Tempesta 7th FL Class
333 W 34th St
New York, NY 10001-2402
UBS Financial Services Inc FBO Cash Management 70,488,775.42 9.72%
Charles P Gendron Class
Low Income Housing Corp
217 Commercial St
Ste 30
Portland, ME 04101-4679
Raymond James & Assoc Inc Cash Management 70,053,651.29 9.66%
FBO Preik Reinhold Class
880 Carillon Pkwy
St Petersburg, FL 33716-1100
Pershing LLC Institutional Class 23,576,565.29 53.00%
P.O. Box 2052
Jersey City, NJ 07303-2052
FFB REG FBO American Fidelity Corp Institutional Class 4,186,415.11 9.41%
5100 North Classen Circle Ste 620
Oklahoma City, OK 73118-4417
FFB REG FBO Institutional Class 2,319,345.41 5.21%
FFB REG FBO Oklahoma County Board
5100 North Classen Blvd
Ste 620
Oklahoma City, OK 73118-4417
I-76
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
M&T Bank as Agent For Personal Class 621,507.08 65.85%
Perennial Healthcare Mgmt LLC
c/o Tad Pierce
25 S Charles St
18th Fl
Baltimore, MD 21201-3330
Pershing LLC Personal Investment 129,836.95 13.76%
P.O. Box 2052 Class
Jersey City, NJ 07303-2052
First Clearing LLC Personal Investment 119,029.18 12.61%
Junelle S. Hampton Dec'd TTEE Class
William R Hampton and
628 Robin Lane
Henderson, 89015-7411
Ferris Baker Watts Inc Personal Investment 52,319.43 5.54%
Wendy W Dunnan Class
311 Dunbar Rd
Palm Beach, FL 33480-3716
First Clearing LLC Private Investment 6,758,734.76 8.99%
Hebrew Home of Greater Washington Class
Attn: Account Department
6121 Montrose Rd
Attn Bob Johnson Private Investment 5,409,904.62 7.19%
First Clearing LLC Class
Jewish Social Services Agency
Mutual Funds/ Other
6123 Montrose Rd
Wachovia Securities Private Investment 4,227,026.34 5.62%
FBO California Travel & Class
Tourism Commission
3300 Douglas Blvd Ste 350
Roseville, CA 95661-3829
First Clearing LLC FBO Resource Class 6,058,969.47 16.03%
American Truetzschler Inc
10700 Wheat First Dr
Glen Allen, VA 23060-9243
Wachovia Securities Resource Class 5,665,189.28 14.98%
FBO Project Management Inst
4 Campus Blvd
Newtown Sq, PA 19073-3200
I-77
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
Pershing LLC Resource Class 5,484,508.00 14.51%
P.O. Box 2052
Jersey City, NJ 07303-2052
Oppenheimer & Co Inc FBO Resource Class 3,046,323.45 8.06%
Grader Street Medical Products Inc
4900 Oberlin Way
Addison, TX 75001-3511
Wachovia Securities Resource Class 2,777,471.59 7.35%
FBO Project Management Institute
4 Campus Blvd
Newtown Sq, PA 19073-3200
Raymond James & Assoc Inc Corporate Class 4,572,276.66 100%
FBO Blum Bradley
880 Carillon Pkwy
St Petersburg, FL 33716-1100
TREASURY PORTFOLIO
First Clearing LLC Cash Management 165,032,433.91 73.52%
NAU Country Insurance Co Class
Attn Judy Schneider
7333 Sunwood Dr
Ramsey, MN 55303-5119
Raymond James & Assoc Inc Cash Management 17,803,386.96 7.93%
FBO Common InvestME Class
880 Carillon Pkwy
St Petersburg, FL 33716-1100
First Clearing LLC Cash Management 13,706,909.57 6.11%
Ziopharm Oncology, Inc Class
Attn: Richard Bagley
Flagship Wharf
197 8th St Ste 300
Mac & Co Institutional Class 31,076,225.55 59.15%
Attn Mutual Fund Ops
P.O. Box 3198
Pittsburgh, PA 15230-3198
Nationwide Insurance Co NACO Institutional Class 8,330,041.23 15.86%
P.O. Box 182029
Columbus, OH 43218-2029
I-78
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
First Clearing LLC Personal Investment 1,004,551.70 41.83%
DR N A Chetta and Class
Louise S Chetta Co-TTEES
7400 General Haig St
New Orleans, LA 70124-3533
First Clearing LLC Personal Investment 202,500.60 8.43%
Eola McConnell Class
314 Papworth Ave
Metairie, LA 70005-3613
First Clearing Corporation Personal Investment 200,733.21 8.36%
Margaret Ann Turfitt Lindsey Class
4 Rosa Park
New Orleans, LA 70115-5044
First Clearing LLC Personal Investment 198,072.81 8.25%
Karen R Kerr Class
Separate Property
745 High Plains Ave
Baton Rouge, LA 70810-4346
First Clearing LLC Personal Investment 178,591.88 7.44%
Gravier Street Partnership Class
Attn Philip J Dorsey
511 Gravier Street 3rd Fl
New Orleans, LA 70130-2726
First Clearing LLC Private Investment 24,137,629.85 33.49%
WMT Associates LLC Class
10 Tarpon Isle 34th Fl
Palm Beach, FL 33480-4754
First Clearing LLC Private Investment 15,590,080.62 21.63%
George Suddock Class
10700Wheat First Dr
Glen Allen, VA 23060-9243
First Clearing LLC Private Investment 4,725,970.34 6.56%
George Suddock Sep IRA Class
10700Wheat First Dr
Glen Allen, VA 23060-9243
Stifel Nicolaus & Co Inc Private Investment 4,491,794.83 6.23%
Bruce Burnam Trust of 1992 Class
501 North Broadway
Saint Louis, MO 63102-2131
I-79
PERCENT OF CLASS
NAME OF FUND AND NAME AND NUMBER OF SHARES OWNED
ADDRESS OF RECORD OWNER CLASS OWNED OF RECORD OF RECORD*
- ------------------------- ------------------- ---------------- ----------------
M&T Bank Escrow Agent for Reserve Class 1,314,693.41 36.37%
LIEI Acquisition Corp
c/o Lyn Somerville
1350 I St NW Ste 200
Washington, DC 20005-7300
M&T Bank Escrow Agent for Reserve Class 1,311,937.74 36.30%
Farley's and Stathers Cancy Co, Inc
c/o Lyn Somerville
1350 I St NW Ste 200
Washington, DC 20005-7300
Olivia Dixon Reserve Class 974,115.60 26.95%
c/o M&T Bank Attn: John Wise
1350 I Street NW-200
Washington, DC 20005
First Clearing LLC Resource Class 14,581,951.15 8.87%
Patient Advocate Foundation Co-Pay
Relief CPR
700 Thimble Shoals
Glenn Allen, VA 23060
GIL Investment Company LTD Resource Class 12,318,288.27 7.49%
10700 Wheat First Dr
Glen Allen, VA 23060-9243
First Clearing LLC FBO Resource Class 12,231,943.03 7.44%
Kemoy Equities Corp
10700 Wheat First Dr
Glen Allen, VA 23060-9243
Gilbert Chagoury Resource Class 11,348,063.00 6.90%
10700 Wheat First Dr
Glen Allen, VA 23060-9243
- ----------
* The Trusts have no knowledge of whether all or any portion of the shares
owned of record are also owned beneficially.
I-80
EXHIBIT J
TRUSTEE OWNERSHIP OF FUND SHARES
Set forth below is the dollar range of equity securities beneficially owned
by each trustee and nominee as of October 31, 2007 (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
INTERESTED TRUSTEES
------------------------------------------
MARTIN L. FLANAGAN PHILIP A. TAYLOR
--------------------- ------------------
AIM CORE ALLOCATION PORTFOLIO SERIES
Series C
Series M
AIM EQUITY FUNDS
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Diversified Dividend Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM FUNDS GROUP
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Value Fund
AIM International Small Company Fund
AIM Mid Cap Basic Value Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund
J-1
DOLLAR RANGE OF EQUITY SECURITIES PER FUND
INTERESTED TRUSTEES
------------------------------------------
MARTIN L. FLANAGAN PHILIP A. TAYLOR
--------------------- ------------------
AIM GROWTH SERIES
AIM Basic Value Fund
AIM Conservative Allocation Fund
AIM Global Equity Fund
AIM Growth Allocation Fund
AIM Income Allocation Fund
AIM Independence Now Fund
AIM Independence 2010 Fund
AIM Independence 2020 Fund
AIM Independence 2030 Fund
AIM Independence 2040 Fund
AIM Independence 2050 Fund
AIM International Allocation Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund
AIM Moderately Conservative Allocation Fund
AIM Small Cap Growth Fund
AIM INVESTMENT FUNDS
AIM China Fund
AIM Developing Markets Fund
AIM LIBOR Alpha Fund
AIM Global Health Care Fund
AIM International Total Return Fund
AIM Japan Fund
AIM Trimark Endeavor Fund
AIM Trimark Fund
AIM Trimark Small Companies Fund
AIM INVESTMENT SECURITIES FUNDS
AIM Global Real Estate Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Limited Maturity Treasury Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Real Estate Fund
AIM Short Term Bond Fund
AIM Total Return Bond Fund
J-2
DOLLAR RANGE OF EQUITY SECURITIES PER FUND
INTERESTED TRUSTEES
------------------------------------------
MARTIN L. FLANAGAN PHILIP A. TAYLOR
--------------------- ------------------
AIM TAX-EXEMPT FUNDS
AIM High Income Municipal Fund
AIM Tax-Exempt Cash Fund
AIM Tax-Free Intermediate Fund
SHORT-TERM INVESTMENTS TRUST
Government & Agency Portfolio
Government TaxAdvantage Portfolio
Liquid Assets Portfolio
STIC Prime Portfolio
Treasury Portfolio
Aggregate Dollar Range of Equity
Securities in All Registered Investment
Companies Overseen By Trustee in the
AIM Funds Complex
J-3
DOLLAR RANGE OF EQUITY SECURITIES PER FUND
INDEPENDENT TRUSTEES
--------------------------------------------------------------
BOB R. FRANK S. JAMES T. BRUCE L. ALBERT R. JACK M.
BAKER BAYLEY BUNCH(1) CROCKETT DOWDEN FIELDS(1)
------ -------- -------- -------- --------- ---------
AIM CORE ALLOCATION PORTFOLIO SERIES
Series C
Series M
AIM EQUITY FUNDS
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Diversified Dividend Fund
AIM Large Cap basic Value Fund
AIM Large Cap Growth Fund
AIM FUNDS GROUP
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Value Fund
AIM International Small Company Fund
AIM Mid Cap Basic Value Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund
AIM GROWTH SERIES
AIM Basic Value Fund
AIM Conservative Allocation Fund
AIM Global Equity Fund
AIM Growth Allocation Fund
AIM Income Allocation Fund
AIM Independence 2010 Fund
AIM Independence Now Fund
AIM Independence 2020 Fund
AIM Independence 2030 Fund
AIM Independence 2040 Fund
AIM Independence 2050 Fund
AIM International Allocation Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund
AIM Moderately Conservative
Allocation Fund
AIM Small Cap Growth Fund
J-4
DOLLAR RANGE OF EQUITY SECURITIES PER FUND
INDEPENDENT TRUSTEES
--------------------------------------------------------------
BOB R. FRANK S. JAMES T. BRUCE L. ALBERT R. JACK M.
BAKER BAYLEY BUNCH(1) CROCKETT DOWDEN FIELDS(1)
------ -------- -------- -------- --------- ---------
AIM INVESTMENT FUNDS
AIM China Fund
AIM Developing Markets Fund
AIM LIBOR Alpha Fund
AIM Global Health Care Fund
AIM International Total Return Fund
AIM Japan Fund
AIM Trimark Endeavor Fund
AIM Trimark Fund
AIM Trimark Small Companies Fund
AIM INVESTMENT SECURITIES FUNDS
AIM Global Real Estate Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Limited Maturity Treasury Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Real Estate Fund
AIM Short Term Bond Fund
AIM Total Return Bond Fund
AIM TAX-EXEMPT FUNDS
AIM High Income Municipal Fund
AIM Tax-Exempt Cash Fund
AIM Tax-Free Intermediate Fund
SHORT-TERM INVESTMENTS TRUST
Government & Agency Portfolio
Government TaxAdvantage Portfolio
Liquid Assets Portfolio
STIC Prime Portfolio
Treasury Portfolio
Aggregate Dollar Range of Equity
Securities in All Registered Investment
Companies Overseen By Trustee in the
AIM Funds Complex
- ----------
(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.
J-5
DOLLAR RANGE OF EQUITY SECURITIES PER FUND
INDEPENDENT TRUSTEES
------------------------------------------------------------------------
PREMA
CARL MATHAI LEWIS F. RUTH H. LARRY RAYMOND
FRISCHLING(1) DAVIS(1) PENNOCK QUIGLEY SOLL(1) STICKEL, JR.(1)
------------- -------- -------- ------- ------- ---------------
AIM CORE ALLOCATION PORTFOLIO SERIES
Series C
Series M
AIM EQUITY FUNDS
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Diversified Dividend Fund
AIM Large Cap basic Value Fund
AIM Large Cap Growth Fund
AIM FUNDS GROUP
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Value Fund
AIM International Small Company Fund
AIM Mid Cap Basic Value Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund
AIM GROWTH SERIES
AIM Basic Value Fund
AIM Conservative Allocation Fund
AIM Global Equity Fund
AIM Growth Allocation Fund
AIM Income Allocation Fund
AIM Independence 2010 Fund
AIM Independence Now Fund
AIM Independence 2020 Fund
AIM Independence 2030 Fund
AIM Independence 2040 Fund
AIM Independence 2050 Fund
AIM International Allocation Fund
AIM Mid Cap Core Equity Fund
- ----------
(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.
J-6
DOLLAR RANGE OF EQUITY SECURITIES PER FUND
INDEPENDENT TRUSTEES
------------------------------------------------------------------------
PREMA
CARL MATHAI LEWIS F. RUTH H. LARRY RAYMOND
FRISCHLING(1) DAVIS(1) PENNOCK QUIGLEY SOLL(1) STICKEL, JR.(1)
------------- -------- -------- ------- ------- ---------------
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund
AIM Moderately Conservative
Allocation Fund
AIM Small Cap Growth Fund
AIM INVESTMENT FUNDS
AIM China Fund
AIM Developing Markets Fund
AIM LIBOR Alpha Fund
AIM Global Health Care Fund
AIM International Total Return Fund
AIM Japan Fund
AIM Trimark Endeavor Fund
AIM Trimark Fund
AIM Trimark Small Companies Fund
AIM INVESTMENT SECURITIES FUNDS
AIM Global Real Estate Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Limited Maturity Treasury Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Real Estate Fund
AIM Short Term Bond Fund
AIM Total Return Bond Fund
AIM TAX-EXEMPT FUNDS
AIM High Income Municipal Fund
AIM Tax-Exempt Cash Fund
AIM Tax-Free Intermediate Fund
SHORT-TERM INVESTMENTS TRUST
Government & Agency Portfolio
Government TaxAdvantage Portfolio
Liquid Assets Portfolio
STIC Prime Portfolio
Treasury Portfolio
Aggregate Dollar Range of Equity
Securities in All Registered Investment
Companies Overseen By Trustee in the
AIM Funds Complex
J-7
SAMPLE PROXY CARD FOR AIM CORE ALLOCATION PORTFOLIO SERIES, AIM EQUITY FUNDS, AIM FUNDS GROUP, AIM GROWTH SERIES, AIM INVESTMENT
FUNDS, AIM INVESTMENT SECURITIES FUNDS, AIM TAX-EXEMPT FUNDS AND SHORT-TERM INVESTMENTS TRUST
-------------------------------------------------------------------------
FOUR EASY WAYS TO VOTE YOUR PROXY
INTERNET: Go to WWW.XXXXXXXXXXXXXX.XXX and follow the online directions.
TELEPHONE: Call 1-800-XXX-XXXX and follow the simple instructions.
MAIL: Vote, sign, date and return your proxy by mail.
IN PERSON: Vote at the Special Meeting of Shareholders.
(AIM INVESTMENTS(R) LOGO) -------------------------------------------------------------------------
999 999 999 999 99
(FUND_NAME) (THE "FUND") PROXY SOLICITED BY THE BOARD OF TRUSTEES (THE "BOARD")
AN INVESTMENT PORTFOLIO OF (ENTITY_NAME) (THE "TRUST") PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD FEBRUARY 29, 2008
The undersigned hereby appoints Philip A. Taylor, 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 on the reverse of this proxy
card, at the Special Meeting of Shareholders on February 29, 2008, 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. IF THIS
PROXY IS SIGNED AND RETURNED WITH NO CHOICE INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE AND "FOR" THE APPROVAL OF EACH
PROPOSAL.
NOTE: IF YOU VOTE BY TELEPHONE OR ON THE INTERNET, PLEASE DO
NOT RETURN YOUR PROXY CARD.
(ARROW)
PROXY MUST BE SIGNED AND DATED BELOW.
Dated
---------------
----------------------------------------------------------------
----------------------------------------------------------------
Signature(s) (if held jointly) (SIGN IN THE BOX)
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,
limited liability company, or partnership, please sign in full
entity name and indicate the signer's position with the entity.
(ARROW)
*--+
(ARROW) PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X] (ARROW)
PLEASE DO NOT USE FINE POINT PENS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING "FOR" EACH PROPOSAL.
WITHHOLD
AUTHORITY
FOR FOR ALL FOR ALL
ALL NOMINEES EXCEPT*
1. To elect 13 trustees to the Board of Trustees of the Trust, each of whom will serve until his [ ] [ ] [ ] 1.
or her successor is elected and qualified:
(01) Bob R. Baker (08) Carl Frischling
(02) Frank S. Bayley (09) Prema Mathai-Davis
(03) James T. Bunch (10) Lewis F. Pennock
(04) Bruce L. Crockett (11) Larry Soll, Ph.D.
(05) Albert R. Dowden (12) Raymond Stickel, Jr.
(06) Jack M. Fields (13) Philip A. Taylor
(07) Martin L. Flanagan
* TO WITHHOLD YOUR VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND WRITE
THE NOMINEE'S NUMBER(S) ON THE LINE PROVIDED.
----------------------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. To approve a new sub-advisory agreement for the Fund and each other series portfolio of the [ ] [ ] [ ] 2.
Trust between A I M Advisors, Inc. and each of AIM Funds Management Inc.; INVESCO Asset
Management Deutschland, GmbH; INVESCO Asset Management Ltd.; INVESCO Asset Management (Japan)
Limited; INVESCO Australia Limited; INVESCO Global Asset Management (N.A.), Inc.; INVESCO Hong
Kong Limited; INVESCO Institutional (N.A.), Inc.; and INVESCO Senior Secured Management, Inc.
3. To approve an amendment to the Trust's Agreement and Declaration of Trust that would permit [ ] [ ] [ ] 3.
the Board of Trustees of the Trust to terminate the Trust, the Fund and each other series
portfolio of the Trust, or a share class without a shareholder vote.
PROXIES ARE AUTHORIZED TO VOTE, IN THEIR DISCRETION, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENT OR POSTPONEMENT THEREOF.
PLEASE VOTE, SIGN AND DATE THIS PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.
(ARROW) (ARROW)