SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Filed by a party other than the Registrant [ ]
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[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 COUNSELOR SERIES TRUST
AIM INTERNATIONAL MUTUAL FUNDS
AIM SECTOR FUNDS
AIM TREASURER'S SERIES TRUST
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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AIM COUNSELOR SERIES TRUST AIM INTERNATIONAL MUTUAL FUNDS
AIM FLOATING RATE FUND AIM ASIA PACIFIC GROWTH FUND
AIM MULTI-SECTOR FUND AIM EUROPEAN GROWTH FUND
AIM SELECT REAL ESTATE INCOME FUND AIM GLOBAL AGGRESSIVE GROWTH FUND
AIM STRUCTURED CORE FUND AIM GLOBAL GROWTH FUND
AIM STRUCTURED GROWTH FUND AIM INTERNATIONAL CORE EQUITY FUND
AIM STRUCTURED VALUE FUND AIM INTERNATIONAL GROWTH FUND
AIM SECTOR FUNDS AIM TREASURER'S SERIES TRUST
AIM ENERGY FUND PREMIER PORTFOLIO
AIM FINANCIAL SERVICES FUND PREMIER TAX-EXEMPT PORTFOLIO
AIM GOLD & PRECIOUS METALS FUND PREMIER U.S. GOVERNMENT MONEY PORTFOLIO
AIM LEISURE FUND
AIM TECHNOLOGY FUND
AIM UTILITIES FUND
11 GREENWAY PLAZA, SUITE 100
HOUSTON, TEXAS 77046-1173
December [__], 2007
Dear Shareholder:
Each of AIM Counselor Series Trust, AIM International Mutual Funds, AIM
Sector Funds and AIM Treasurer's Series 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.
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 changing certain fundamental investment restrictions of certain
of the Funds to provide the Funds with more investment flexibility.
4. Approve changing AIM Financial Services Fund's sub-classification from
"diversified" to "non-diversified" and approve the elimination of a related
fundamental investment restriction to provide AIM Financial Services Fund with
more investment flexibility.
5. Approve making the investment objective(s) of certain of the Funds
non-fundamental.
6. 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.
7. 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 Executive
Officer, Officer, AIM Treasurer's Series
AIM Counselor Series Trust, AIM Trust
International
Mutual Funds and AIM Sector Funds
AIM COUNSELOR SERIES TRUST AIM INTERNATIONAL MUTUAL FUNDS
AIM FLOATING RATE FUND AIM ASIA PACIFIC GROWTH FUND
AIM MULTI-SECTOR FUND AIM EUROPEAN GROWTH FUND
AIM SELECT REAL ESTATE INCOME FUND AIM GLOBAL AGGRESSIVE GROWTH FUND
AIM STRUCTURED CORE FUND AIM GLOBAL GROWTH FUND
AIM STRUCTURED GROWTH FUND AIM INTERNATIONAL CORE EQUITY FUND
AIM STRUCTURED VALUE FUND AIM INTERNATIONAL GROWTH FUND
AIM SECTOR FUNDS AIM TREASURER'S SERIES TRUST
AIM ENERGY FUND PREMIER PORTFOLIO
AIM FINANCIAL SERVICES FUND PREMIER TAX-EXEMPT PORTFOLIO
AIM GOLD & PRECIOUS METALS FUND PREMIER U.S. GOVERNMENT MONEY PORTFOLIO
AIM LEISURE FUND
AIM TECHNOLOGY FUND
AIM UTILITIES 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 (each, a "Fund," and
collectively, the "Funds") of AIM Counselor Series Trust, AIM International
Mutual Funds, AIM Sector Funds and AIM Treasurer's Series Trust (each, a
"Trust," and together, the "Trusts") 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.
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 changing certain fundamental investment restrictions of certain
of the Funds.
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4. Approve changing AIM Financial Services Fund's sub-classification from
"diversified" to "non-diversified" and approve the elimination of a related
fundamental investment restriction.
5. Approve making the investment objective(s) of certain of the Funds
non-fundamental.
6. 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.
7. 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 COUNSELOR SERIES TRUST AIM INTERNATIONAL MUTUAL FUNDS
AIM FLOATING RATE FUND AIM ASIA PACIFIC GROWTH FUND
AIM MULTI-SECTOR FUND AIM EUROPEAN GROWTH FUND
AIM SELECT REAL ESTATE INCOME FUND AIM GLOBAL AGGRESSIVE GROWTH FUND
AIM STRUCTURED CORE FUND AIM GLOBAL GROWTH FUND
AIM STRUCTURED GROWTH FUND AIM INTERNATIONAL CORE EQUITY FUND
AIM STRUCTURED VALUE FUND AIM INTERNATIONAL GROWTH FUND
AIM SECTOR FUNDS AIM TREASURER'S SERIES TRUST
AIM ENERGY FUND PREMIER PORTFOLIO
AIM FINANCIAL SERVICES FUND PREMIER TAX-EXEMPT PORTFOLIO
AIM GOLD & PRECIOUS METALS FUND PREMIER U.S. GOVERNMENT MONEY PORTFOLIO
AIM LEISURE FUND
AIM TECHNOLOGY FUND
AIM UTILITIES 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 Counselor Series Trust, AIM International
Mutual Funds, AIM Sector Funds and AIM Treasurer's Series 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 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
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additional copy, please contact AIM Investment Services, Inc., 11 Greenway
Plaza, Suite 100, Houston, Texas 77046, or call (800) 959-4246. 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 A I M Advisors, Inc. and various
affiliated sub-advisers................. All Funds [ ]
3. To approve changing the fundamental
investment restrictions................. AIM Energy Fund, AIM Financial Services [ ]
Fund, AIM Gold & Precious Metals Fund,
AIM International Core Equity Fund, AIM
Leisure Fund, AIM Multi-Sector Fund,
AIM Technology Fund, AIM Utilities
Fund, Premier Portfolio, Premier
Tax-Exempt Portfolio, Premier U.S.
Government Money Portfolio
4. To approve changing AIM Financial
Services Fund's sub-classification from
"diversified" to "non-diversified" and
eliminating a related fundamental
investment restriction.................. AIM Financial Services Fund [ ]
5. To approve making the investment
objective(s) non-fundamental............ AIM Energy Fund, AIM Financial Services [ ]
Fund, AIM Gold & Precious Metals Fund,
AIM International Core Equity Fund, AIM
Leisure Fund, AIM Multi-Sector Fund,
AIM Technology Fund, AIM Utilities
Fund, Premier Portfolio, Premier
Tax-Exempt Portfolio, Premier U.S.
Government Money Portfolio
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6. To approve an amendment to the Trusts'
Agreement and Declaration of Trust...... All Funds [ ]
7. To consider other matters............... All Funds [ ]
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 changing certain fundamental investment restrictions of certain of
the Funds.
- FOR changing AIM Financial Services Fund's sub-classification from
"diversified" to "non-diversified" and eliminating a related
fundamental investment restriction.
- FOR making the investment objective(s) of certain of the Funds
non-fundamental.
- FOR the approval of an amendment to the Trusts' Agreements and
Declarations of Trust.
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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.
- 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 6 for a particular Trust if shareholders entitled
to vote one-third of the issued and outstanding shares of such Trust on the
Record Date are present at the Special Meetings in person or by proxy. A quorum
will exist for Proposals 2, 3, 4 and 5 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, 3, 4, 5 and 6 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, 3, 4, 5 and 6 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
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"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.
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, 3, 4 AND 5. Approval of Proposals 2, 3, 4 and 5 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 Proposals 2, 3, 4 and 5
because approval of Proposals 2, 3, 4 and 5 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 6. Approval of Proposal 6 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
5
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 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
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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
NAME AND YEAR TRUSTEE PRINCIPAL OCCUPATION(S)
OF BIRTH SINCE NAME OF TRUST(S) DURING PAST 5 YEARS OTHER TRUSTEESHIP(S) HELD
- --------------------- ------- ------------------------------ --------------------------- -------------------------
Bob R. Baker 2003 AIM International Mutual Funds Retired None
(1936)
1983 AIM Counselor Series Trust
AIM Sector Funds
AIM Treasurer's Series Trust
Frank S. Bayley 2003 AIM Counselor Series Trust Retired Badgley Funds, Inc.
(1939) AIM Sector Funds Formerly: Partner, law firm (registered investment
AIM Treasurer's Series Trust of Baker & McKenzie company) (2 portfolios)
2001 AIM International Mutual Funds
James T. Bunch 2003 AIM International Mutual Funds Founder, Green, Manning & None
(1942) Bunch Ltd. (investment
2000 AIM Counselor Series Trust banking firm); and
AIM Sector Funds Director, Policy Studies,
AIM Treasurer's Series Trust Inc. and Van Gilder
Insurance Corporation
Bruce L. Crockett 2003 AIM Counselor Series Trust Chairman, Crockett ACE Limited (insurance
(1944) AIM Sector Funds Technology Associates company); Captaris, Inc.
AIM Treasurer's Series Trust (technology consulting (unified messaging
company) provider)
1992 AIM International Mutual Funds
8
NAME AND YEAR TRUSTEE PRINCIPAL OCCUPATION(S)
OF BIRTH SINCE NAME OF TRUST(S) DURING PAST 5 YEARS OTHER TRUSTEESHIP(S) HELD
- --------------------- ------- ------------------------------ --------------------------- -------------------------
Albert R. Dowden 2003 AIM Counselor Series Trust Director of a number of None
(1941) AIM Sector Funds public and private business
AIM Treasurer's Series Trust corporations, including the
Boss Group, Ltd. (private
2000 AIM International Mutual Funds investment and management),
Reich & Tang Funds
(Chairman) (registered
investment company) (7
portfolios), Daily Income
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
Jack M. Fields 2003 AIM Counselor Series Trust Chief Executive Officer, Administaff
(1952) AIM Sector Funds Twenty First Century Group,
AIM Treasurer's Series Trust Inc. (government affairs
company); Owner and Chief
1997 AIM International Mutual Funds Executive Officer, Dos
Angelos Ranch, L.P.
(cattle, hunting, corporate
entertainment); and
Discovery Global Education
Fund (non-profit)
Formerly: Chief Executive
Officer, Texana Timber LP
(sustainable forestry
company)
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NAME AND YEAR TRUSTEE PRINCIPAL OCCUPATION(S)
OF BIRTH SINCE NAME OF TRUST(S) DURING PAST 5 YEARS OTHER TRUSTEESHIP(S) HELD
- --------------------- ------- ------------------------------ --------------------------- -------------------------
Carl Frischling 2003 AIM Counselor Series Trust Partner, law firm of Kramer Director, Reich & Tang
(1937) AIM Sector Funds Levin Naftalis and Frankel Funds (7 portfolios)
AIM Treasurer's Series Trust LLP
1991 AIM International Mutual Funds
Prema Mathai-Davis 2003 AIM Counselor Series Trust Formerly: Chief Executive None
(1950) AIM Sector Funds Officer, YWCA of the USA
AIM Treasurer's Series Trust
1998 AIM International Mutual Funds
Lewis F. Pennock 2003 AIM Counselor Series Trust Partner, law firm of None
(1942) AIM Sector Funds Pennock & Cooper
AIM Treasurer's Series Trust
1991 AIM International Mutual Funds
Larry Soll, Ph.D. 2003 AIM International Mutual Funds Retired None
(1942)
1997 AIM Counselor Series Trust
AIM Sector Funds
AIM Treasurer's Series Trust
Raymond Stickel, Jr. 2005 AIM Counselor Series Trust Retired None
(1944) AIM International Mutual Funds
AIM Sector Funds Formerly: Partner, Deloitte
AIM Treasurer's Series Trust & Touche and Director,
Mainstay VP Series Funds,
Inc. (25 portfolios)
10
NOMINEES WHO CURRENTLY ARE INTERESTED PERSONS
NAME, YEAR OF
BIRTH AND
POSITION(S) HELD TRUSTEE PRINCIPAL OCCUPATION(S)
WITH THE TRUSTS SINCE NAME OF TRUST(S) DURING PAST 5 YEARS OTHER TRUSTEESHIP(S) HELD
- --------------------- ------- ------------------------------ --------------------------- -------------------------
Martin L. Flanagan(1) 2007 AIM Counselor Series Trust Director, Chief Executive None
(1960) AIM International Mutual Funds Officer and President,
AIM Sector Funds Invesco Ltd. (ultimate
AIM Treasurer's Series Trust parent of AIM and a global
investment management
firm); Director, Chief
Executive Officer and
President, 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 TRUSTEE PRINCIPAL OCCUPATION(S)
WITH THE TRUSTS SINCE NAME OF TRUST(S) DURING PAST 5 YEARS OTHER TRUSTEESHIP(S) HELD
- --------------------- ------- ------------------------------ --------------------------- -------------------------
Philip A. Taylor(2) 2006 AIM Counselor Series Trust Director, Chief Executive None
(1954) AIM International Mutual Funds Officer and President, AIM
AIM Sector Funds Mutual Fund Dealer Inc.
AIM Treasurer's Series Trust (registered broker dealer),
A I M Advisors, Inc., AIM
Funds Management Inc. d/b/a
INVESCO Enterprise Services
(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
Global Fund Inc.)
(corporate mutual fund
company) and AIM Trimark
Canada Fund Inc. (corporate
mutual fund company);
Trustee, President
(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 TRUSTEE PRINCIPAL OCCUPATION(S)
WITH THE TRUSTS SINCE NAME OF TRUST(S) DURING PAST 5 YEARS OTHER TRUSTEESHIP(S) HELD
- --------------------- ------- ------------------------------ --------------------------- -------------------------
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.
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").
13
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.
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
14
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) 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
15
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 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.
16
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 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
17
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 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.
18
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 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.
19
SPECIAL MARKET
TIMING
AUDIT COMPLIANCE GOVERNANCE INVESTMENTS LITIGATION VALUATION
BOARD COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE
----- --------- ---------- ---------- ----------- -------------- ---------
AIM COUNSELOR SERIES TRUST(1) Nine Six Seven Eight Six One Five
AIM INTERNATIONAL MUTUAL FUNDS(2) Ten Seven Eight Eight Seven Zero Six
AIM SECTOR FUNDS(3) Eight Six Seven Eight Six One Six
AIM TREASURER'S SERIES TRUST (1) Nine Six Seven Eight Six One Five
(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 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.
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.
20
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 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.
21
WHO ARE THE TRUSTS' INDEPENDENT PUBLIC ACCOUNTANTS?
The Audit Committees of the Boards of AIM Counselor Series Trust, AIM
International Mutual Funds, AIM Sector Funds and AIM Treasurer's Series 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, 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.
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 YEAR 2007 FEES BILLED FOR SERVICES RENDERED FOR FISCAL YEAR 2006
------------------------------------------------------ ------------------------------------------------------
TO AIM TO AIM TO AIM TO AIM TO AIM TO AIM TO AIM TO AIM
COUNSELOR INTERNATIONAL SECTOR TREASURER'S COUNSELOR INTERNATIONAL SECTOR TREASURER'S
SERIES TRUST MUTUAL FUNDS FUNDS SERIES TRUST SERIES TRUST MUTUAL FUNDS FUNDS SERIES TRUST
------------ ------------- -------- ------------ ------------ ------------- -------- ------------
Audit Fees $272,969 $233,535 $214,099 $68,088 $220,075 $232,608 $213,492 $65,925
Audit-Related Fees 0 0 0 0 0 0 0 0
Tax Fees(1) 57,896 48,845 47,061 15,036 41,929 47,560 47,507 14,460
All Other Fees 0 0 0 0 0 0 0 0
-------- -------- -------- ------- -------- -------- -------- -------
Aggregate
Non-Audit Fees 57,896 48,845 47,061 15,036 41,929 47,560 47,507 14,460
-------- -------- -------- ------- -------- -------- -------- -------
Total Fees $330,865 $282,380 $261,160 $83,124 $262,004 $280,168 $260,999 $80,385
======== ======== ======== ======= ======== ======== ======== =======
(1) Tax Fees for fiscal year 2007 for AIM International Mutual Funds include
fees billed for reviewing tax returns and consultation services. All other
Tax Fees include fees billed for reviewing tax returns.
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
22
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 Audit Committee and approved by the Trust's
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 Sector Funds, (ii) August 31, 2007 and August
31, 2006 for AIM Counselor Series Trust and AIM Treasurer's Series Trust, and
(iii) October 31, 2007 and October 31, 2006 for AIM International Mutual Funds.
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 is set forth in Appendix
II. 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
23
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.
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.
24
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.
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 Counselor Series Trust, AIM
International Mutual Funds and AIM Sector
Funds; Trustee and Executive Vice
President of AIM Treasurer's Series Trust
Karen Dunn Kelley None
President and Principal Executive Officer
of
25
Name and Position(s) Held with the Trusts Position Held With Affiliated Sub-Adviser(s)
- ----------------------------------------- --------------------------------------------
AIM Treasurer's Series Trust: Vice
President of AIM Counselor Series Trust,
AIM International Mutual Funds and AIM
Sector 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 and ISSM
Chief Compliance Officer
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 Floating Rate Fund INVESCO Senior Secured Management, Inc.
AIM International Core Equity Fund INVESCO Global Asset Management (N.A.), Inc.
AIM Select Real Estate Income Fund INVESCO Institutional (N.A.), Inc.
AIM Structured Core Fund INVESCO Institutional (N.A.), Inc.
AMI Structured Growth Fund INVESCO Institutional (N.A.), Inc.
AIM Structured Value Fund 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 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.
26
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.
- 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
27
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.
- The proposed sub-advisory agreement 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 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 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.
- 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
28
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.
- 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.
29
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:
- 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.
- 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?")
30
- 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 Select Real Estate Income
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.
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
31
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.
B. Fund Performance
All Funds Other Than AIM Floating Rate Fund, AIM Select Real Estate Income
Fund, AIM Structured Core Fund, AIM Structured Growth Fund, AIM Structured Value
Fund and AIM International Core Equity Fund (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 Floating Rate 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 S&P/LSTA Leveraged Loan 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, three and five years periods. The Board noted that the Fund's
performance was comparable to 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.
AIM Select Real Estate Income 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 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 below the median performance of its peers for the one
and three year periods. The Board noted that the Fund's performance was below
the performance of the Index for the one and three year periods. The Board also
noted that the Fund was reorganized from a closed-end fund to an open-end fund
on March 12, 2007 and that the comparative performance data that they reviewed
was that of the open-end fund. 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
32
provides to the AIM Funds. The Board concluded that AIM continues to be
responsive to the Board's focus on fund performance. However, due to the Fund's
underperformance, the Board also concluded that it would be appropriate for the
Board to continue to closely monitor and review the performance of the Fund. The
Board also reviewed more recent Fund performance and this review did not change
their conclusions.
AIM Structured Core 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 Structured Growth 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 Structured Value 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 Core Equity 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 International Large-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, three and five year periods. The Board
noted that the Fund's performance was comparable to 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.
33
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 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.
34
PROPOSAL 3
APPROVAL OF CHANGES TO CERTAIN FUNDAMENTAL
INVESTMENT RESTRICTIONS OF CERTAIN FUNDS
WHAT AM I BEING ASKED TO APPROVE?
Pursuant to the 1940 Act, each Fund has adopted fundamental investment
restrictions covering certain types of investment practices that may be changed
only with shareholder approval. Investment restrictions that a Fund has not
specifically designated as being fundamental are considered to be
"non-fundamental" and may be changed by a Board without shareholder approval.
Each Board is recommending that you approve changes to certain Funds'
fundamental investment restrictions for the reasons set forth below. The changes
will conform these restrictions to a set of uniform model restrictions under
which most AIM Funds operate. The Boards approved the changes to the investment
restrictions at in-person meetings held on December 12-13, 2007.
Although Proposals 3A through 3H all relate to certain Funds' fundamental
investment restrictions, each will be voted on separately, as indicated on the
enclosed proxy card. If any particular proposal is not approved by a Fund's
shareholders, the current fundamental investment restriction of the Fund related
to that proposal will not be changed.
HOW WILL THE PROPOSED CHANGES TO THE FUNDAMENTAL RESTRICTIONS BENEFIT MY FUND?
AIM and the Boards expect that you will benefit from a set of uniform model
restrictions in a number of ways. The proposed uniform restrictions will provide
the Funds with as much investment flexibility as is possible under the 1940 Act.
AIM and the Boards believe that eliminating the disparities among the various
AIM Funds' fundamental restrictions will enhance AIM's ability to manage the
Funds' assets efficiently and effectively in changing regulatory and investment
environments. The proposed fundamental restrictions will provide the Funds with
the ability to operate under new interpretations of the 1940 Act or pursuant to
exemptive relief from the Securities and Exchange Commission ("SEC") without
receiving prior shareholder approval. In managing the Funds, AIM will remain
subject to the Boards' oversight as well as policies and procedures adopted by
the Boards.
WHAT ARE THE PROPOSED CHANGES TO THE FUNDAMENTAL RESTRICTIONS?
The following is the text and a summary description of the proposed changes
to the Funds' fundamental restrictions. The current fundamental investment
restrictions for the Funds are set forth in Exhibit F.
Each proposed change to the Funds' fundamental investment restrictions is
discussed below. The proposed fundamental investment restrictions will provide
the Funds with the ability to operate under new interpretations of the 1940 Act
or pursuant to exemptive relief from the SEC without receiving prior shareholder
approval. This flexibility is referred to in the proposed investment
restrictions as being permitted by the "1940 Act laws, interpretations and
exemptions." If the proposed fundamental investment restrictions are approved,
the Boards will
35
adopt corresponding non-fundamental investment restrictions, as applicable and
set forth below, that will function as internal operating guidelines for AIM to
follow in managing the Funds. If circumstances change, the Boards may change or
eliminate any non-fundamental investment restriction in the future without
shareholder approval. AIM has informed the Boards that it does not expect any of
the proposed changes, except as may be specifically noted below, to have a
material impact on the Funds' operations at the present time.
For each existing or proposed fundamental or non-fundamental restriction,
if a percentage restriction is adhered to at the time of an investment or
transaction, a later increase or decrease in percentage resulting from a change
in the values of the Funds' portfolio securities or the amount of its total
assets will not be considered a violation of the restriction (with the exception
of borrowing money from banks).
PROPOSAL 3A
MODIFICATION OF FUNDAMENTAL RESTRICTION ON ISSUER DIVERSIFICATION
Which Funds' Shareholders Will Vote On This Proposal?
Proposal 3A applies to shareholders of AIM Energy Fund, AIM Gold & Precious
Metals Fund, AIM International Core Equity Fund, AIM Leisure Fund, AIM
Multi-Sector Fund, AIM Technology Fund, AIM Utilities Fund, Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.
What Are the Proposed Changes?
Upon the approval of Proposal 3A by shareholders, the existing fundamental
restriction with regard to issuer diversification would be changed to read as
follows:
"The Fund is a "diversified company" as defined in the 1940 Act. The
Fund will not purchase the securities of any issuer if, as a result,
the Fund would fail to be a diversified company within the meaning of
the 1940 Act, and the rules and regulations promulgated thereunder, as
such statute, rules, and regulations are amended from time to time or
are interpreted from time to time by the SEC staff (collectively, the
"1940 Act Laws and Interpretations") or except to the extent that the
Fund may be permitted to do so by exemptive order or similar relief
(collectively, with the 1940 Act Laws and Interpretations, the "1940
Act Laws, Interpretations and Exemptions"). In complying with this
restriction, however, the Fund may purchase securities of other
investment companies to the extent permitted by the 1940 Act Laws,
Interpretations and Exemptions."
Discussion:
The Funds' current fundamental restriction on issuer diversification lists
the percentage standards set forth in the 1940 Act for a diversified fund. The
proposed modified policy adopts
36
the same 1940 Act standards. However, by not listing the percentage limitations,
the proposed policy would change automatically if the 1940 Act Laws,
Interpretations, and Exemptions were to change.
If you approve the proposed change, the following new non-fundamental
investment restriction will become effective for the following Funds:
AIM Energy Fund
AIM Gold & Precious Metals Fund
AIM International Core Equity Fund
AIM Leisure Fund
AIM Multi-Sector Fund
AIM Technology Fund
AIM Utilities Fund
"In complying with the fundamental restriction regarding issuer
diversification, the Fund will not, with respect to 75% of its total
assets, purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities and securities issued by other investment
companies), if, as a result, (i) more than 5% of the Fund's total
assets would be invested in the securities of that issuer, or (ii) the
Fund would hold more than 10% of the outstanding voting securities of
that issuer. The Fund may purchase securities of other investment
companies as permitted by the 1940 Act Laws, Interpretations and
Exemptions."
If you approve the proposed change, the following new non-fundamental
investment restriction will become effective for the following Funds:
Premier Portfolio
Premier U.S. Government Money Portfolio
Premier Tax-Exempt Portfolio
"In complying with the fundamental restriction regarding issuer
diversification, the Fund will not, with respect to 100% of its total
assets, purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities and securities issued by other investment
companies), if, as a result, (i) more than 5% of the Fund's total
assets would be invested in the securities of that issuer, except as
permitted by Rule 2a-7 under the 1940 Act, or (ii) the Fund would hold
more than 10% of the outstanding voting securities of that issuer. The
Fund may purchase securities of other investment companies as
permitted by the 1940 Act Laws, Interpretations and Exemptions."
37
PROPOSAL 3B
MODIFICATION OF FUNDAMENTAL RESTRICTIONS ON ISSUING SENIOR
SECURITIES AND BORROWING MONEY
Which Funds' Shareholders Will Vote On This Proposal?
Proposal 3B applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.
What Are the Proposed Changes?
Upon the approval of Proposal 3B, the existing fundamental restrictions on
issuing senior securities and borrowing money would be changed to read as
follows:
"The Fund may not borrow money or issue senior securities, except as
permitted by the 1940 Act Laws, Interpretations and Exemptions."
Discussion:
The 1940 Act establishes limits on the ability of the Funds to borrow money
and issue "senior securities," a term that is defined, generally, to refer to
obligations that have a priority over the Funds' shares of beneficial interest
(equivalent to common shares) with respect to the distribution of its assets or
the payment of dividends. The Funds' current fundamental restrictions on
borrowing and issuing senior securities are set forth separately. The Funds'
current fundamental restriction on borrowing sets forth the percentage standard
set forth in the 1940 Act. The proposed changes would combine the Funds'
restrictions on borrowing money and issuing senior securities as well as make
them consistent with related restrictions for other AIM Funds and no more
limiting than required by the 1940 Act. The Board believes that changing the
Funds' fundamental restriction in this manner will provide flexibility for
future contingencies.
If you approve the proposed change, the following non-fundamental
investment restriction will become effective for the Funds:
"In complying with the fundamental restriction regarding borrowing
money and issuing senior securities, the Fund may borrow money in an
amount not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). The Fund may
borrow from banks, broker-dealers, or an AIM Fund. The Fund may not
borrow for leveraging, but may borrow for temporary or emergency
purposes, in anticipation of or in response to adverse market
conditions, or for cash management purposes. The Fund may not purchase
additional securities when any borrowings from banks exceed 5% of the
Fund's total assets or when any borrowings from an AIM Fund are
outstanding."
38
PROPOSAL 3C
MODIFICATION OF FUNDAMENTAL RESTRICTION
ON UNDERWRITING SECURITIES
Which Funds' Shareholders Will Vote On This Proposal?
Proposal 3C applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.
What Are the Proposed Changes?
Upon the approval of Proposal 3C, the existing fundamental restriction on
underwriting securities would be changed to read as follows:
"The Fund may not underwrite the securities of other issuers. This
restriction does not prevent the Fund from engaging in transactions
involving the acquisition, disposition or resale of its portfolio
securities, regardless of whether the Fund may be considered to be an
underwriter under the Securities Act of 1933."
Discussion:
The proposed changes to this fundamental restriction would eliminate minor
differences in the wording of the Funds' current restriction on underwriting
securities as compared to other AIM Funds. The substance of the fundamental
restriction would remain unchanged.
PROPOSAL 3D
MODIFICATION OF FUNDAMENTAL RESTRICTION ON INDUSTRY CONCENTRATION
Which Funds' Shareholders Will Vote On This Proposal?
Proposal 3D applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.
What Are the Proposed Changes?
AIM International Core Equity Fund
AIM Multi-Sector Fund
Upon the approval of Proposal 3D by shareholders of AIM International Core
Equity Fund and AIM Multi-Sector Fund, the existing fundamental restriction on
industry concentration would be changed to read as follows:
39
"The Fund will not make investments that will result in the
concentration (as that term may be defined or interpreted by the 1940
Act Laws, Interpretations and Exemptions) of its investments in the
securities of issuers primarily engaged in the same industry. This
restriction does not limit the Fund's investments in (i) obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, or (ii) tax-exempt obligations issued by
governments or political subdivisions of governments. In complying
with this restriction, the Fund will not consider a bank-issued
guaranty or financial guaranty insurance as a separate security."
Discussion:
The Funds' current fundamental restriction on industry concentration limits
purchases of securities so that 25% or more of each Fund's total assets would
not be invested in securities of companies whose principal business activities
are in the same industry, except with regard to securities issued or guaranteed
by the U.S. government or any of its agencies or instrumentalities, and
municipal securities for AIM Multi-Sector Fund; and securities issued or
guaranteed by the U.S. government or any of its agencies or instrumentalities,
and securities of other investment companies for AIM International Core Equity
Fund.
The proposed modified policy adopts the same 1940 Act standards as the
current fundamental restriction. However, by not listing the percentage
limitations, the proposed policy would change automatically if the 1940 Act
Laws, Interpretations, and Exemptions were to change. As a result, the proposed
changes would make each Fund's restriction on concentration no more limiting
than required by the 1940 Act. The Boards believe that changing each Fund's
fundamental restriction in this manner will provide more flexibility for future
contingences. However, the Boards do not currently intend the change to affect
any Funds' operations, under which each Fund does not invest 25% or more of its
total assets in securities of issuers having their principal business activities
in the same industry.
Accordingly, if you approve the proposed change, the following
non-fundamental investment restriction would also become effective for AIM
International Core Equity Fund and AIM Multi-Sector Fund:
"In complying with the fundamental restriction regarding industry
concentration, the Fund may invest up to 25% of its total assets in
the securities of issuers whose principal business activities are in
the same industry."
Premier Portfolio
Premier U.S. Government Money Portfolio
Premier Tax-Exempt Portfolio
Upon the approval of Proposal 3D by shareholders of Premier Portfolio,
Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, the
existing fundamental restriction on industry concentration would be changed to
read as follows:
40
"The Fund will not make investments that will result in the
concentration (as that term may be defined or interpreted by the 1940
Act Laws, Interpretations and Exemptions) of its investments in the
securities of issuers primarily engaged in the same industry. This
restriction does not limit the Fund's investments in (i) obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, (ii) tax-exempt obligations issued by governments
or political subdivisions of governments, or (iii) bank instruments.
In complying with this restriction, the Fund will not consider a
bank-issued guaranty or financial guaranty insurance as a separate
security."
Discussion:
The Funds' current fundamental restriction on industry concentration limits
purchases of securities so that 25% or more of each Fund's total assets would
not be invested in securities of companies whose principal business activities
are in the same industry, except with regard to securities issued or guaranteed
by the U.S. government or any of its agencies or instrumentalities, municipal
securities or securities issued or guaranteed by domestic banks, including U.S.
branches of foreign banks and foreign branches of U.S. banks.
The proposed modified policy adopts the same 1940 Act standards as the
current fundamental investment restriction. However, by not listing the
percentage limitations, the proposed policy would change automatically if the
1940 Act Laws, Interpretations, and Exemptions were to change. As a result, the
proposed changes would make each Fund's restriction on concentration no more
limiting than required by the 1940 Act. The Boards believe that changing each
Fund's fundamental restriction in this manner will provide more flexibility for
future contingences. However, the Boards do not currently intend the change to
affect any Funds' operations, under which each Fund does not invest 25% or more
of its total assets in securities of issuers having their principal business
activities in the same industry.
Accordingly, if you approve the proposed change, the following
non-fundamental investment restriction would also become effective for Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio:
"In complying with the fundamental restriction regarding industry
concentration, the Fund may invest up to 25% of its total assets in
the securities of issuers whose principal business activities are in
the same industry."
AIM Energy Fund
Upon the approval of Proposal 3D by shareholders of AIM Energy Fund, the
existing fundamental restriction on industry concentration would be changed to
read as follows:
41
"The Fund will concentrate (as such term may be defined or interpreted
by the 1940 Act Laws, Interpretations and Exemptions) its investments
in the securities of issuers engaged primarily in energy-related
industries."
Discussion:
AIM Energy Fund's current fundamental policy on industry concentration
requires the Fund to invest 25% or more of its total assets in securities of
companies whose principal business activities are in one or more energy-related
industries. The proposed modified policy adopts the same 1940 Act standards as
the current fundamental restriction. However, by not listing the percentage
limitations, the proposed policy would change automatically if the 1940 Act
Laws, Interpretations, and Exemptions were to change. The Board believes that
changing the Fund's fundamental restrictions in this manner will provide more
flexibility for future contingences. However, the Board does not currently
intend the change to affect the Fund's operations, under which the Fund will
invest 25% or more of its total assets in securities of issuers engaged
primarily in energy-related industries.
If you approve the proposed change to AIM Energy Fund's fundamental
restriction, the following non-fundamental investment restriction would also
become effective for AIM Energy Fund:
"For purposes of the Fund's fundamental investment restriction
regarding industry concentration an issuer will be considered to be
engaged in an energy-related industry if (1) at least 50% of its gross
income or its net sales are derived from activities in energy-related
industries; (2) at least 50% of its assets are devoted to producing
revenues in energy-related industries; or (3) based on other available
information, the Fund's portfolio manager(s) determines that its
primary business is within energy-related industries."
The Fund's current fundamental policy also limits purchases of securities
so that 25% or more of the Fund's total assets would not be invested in
securities of issuers having their principal business activities in the same
industry, other than energy-related industries. The proposed policy would
eliminate this provision except as it relates to issuers engaged primarily in
energy-related industries. Because the Fund currently has a policy that requires
it to invest 80% of its assets in equity securities of issuers that do business
primarily in energy-related industries, this provision is superfluous. This
proposed change is intended to promote uniformity with the analogous fundamental
policy of other AIM Funds.
AIM Financial Services Fund
Upon the approval of Proposal 3D by shareholders of AIM Financial Services
Fund, the existing fundamental restriction on industry concentration would be
changed to read as follows:
"The Fund will concentrate (as such term may be defined or interpreted
by the 1940 Act Laws, Interpretations and Exemptions)
42
its investments in the securities of issuers engaged primarily in
financial services-related industries."
Discussion:
AIM Financial Services Fund's current fundamental policy on industry
concentration requires the Fund to invest 25% or more of its total assets in
securities of companies whose principal business activities are in one or more
financial services-related industries. The proposed modified policy adopts the
same 1940 Act standards as the current fundamental restriction. However, by not
listing the percentage limitations, the proposed policy would change
automatically if the 1940 Act Laws, Interpretations, and Exemptions were to
change. The Board believes that changing the Fund's fundamental restrictions in
this manner will provide more flexibility for future contingences. However, the
Board does not currently intend the change to affect the Fund's operations,
under which the Fund will invest 25% or more of its total assets in securities
of issuers engaged primarily in financial services-related industries.
If you approve the proposed change to AIM Financial Services Fund's
fundamental restriction, the following non-fundamental investment restriction
would also become effective for AIM Financial Services Fund:
"For purposes of the Fund's fundamental investment restriction
regarding industry concentration an issuer will be considered to be
engaged in a financial services-related industry if (1) at least 50%
of its gross income or its net sales are derived from activities in
financial services-related industries; (2) at least 50% of its assets
are devoted to producing revenues in financial services-related
industries; or (3) based on other available information, the Fund's
portfolio manager(s) determines that its primary business is within
financial services-related industries.
The Fund's current fundamental policy also limits purchases of securities
so that 25% or more of the Fund's total assets would not be invested in
securities of issuers having their principal business activities in the same
industry, other than financial services-related industries. The proposed policy
would eliminate this provision except as it relates to issuers engaged primarily
in financial services-related industries. Because the Fund currently has a
policy that requires it to invest 80% of its assets in equity securities of
issuers engaged primarily in financial services-related industries, this
provision is superfluous. This proposed change is intended to promote uniformity
with the analogous fundamental policy of other AIM Funds.
AIM Gold & Precious Metals Fund
Upon the approval of Proposal 3D by shareholders of AIM Gold & Precious
Metals Fund, the existing fundamental restriction on industry concentration
would be changed to read as follows:
"The Fund will concentrate (as such term may be defined or interpreted
by the 1940 Act Laws, Interpretations and Exemptions)
43
its investments in the securities of issuers primarily engaged in gold
and precious metals-related industries."
Discussion:
AIM Gold & Precious Metals Fund's current fundamental policy on industry
concentration requires the Fund to invest 25% or more of its total assets in
securities of companies whose principal business activities are in one or more
gold and precious metals-related industries. The proposed modified policy adopts
the same 1940 Act standards as the current fundamental restriction. However, by
not listing the percentage limitations, the proposed policy would change
automatically if the 1940 Act Laws, Interpretations, and Exemptions were to
change. The Board believes that changing the Fund's fundamental restrictions in
this manner will provide more flexibility for future contingences. However, the
Board does not currently intend the change to affect the Fund's operations,
under which the Fund will invest 25% or more of its total assets in securities
of issuers in gold and precious metals-related industries.
If you approve the proposed change to AIM Gold & Precious Metals Fund's
fundamental restriction, the following non-fundamental investment restriction
would also become effective for AIM Gold & Precious Metals Fund:
"For purposes of the Fund's fundamental investment restriction
regarding industry concentration, an issuer will be considered to be
engaged in gold and precious metals-related industries if (1) at least
50% of its gross income or its net sales are derived from activities
in the gold and precious metal industry; (2) at least 50% of its
assets are devoted to producing revenues in the gold and precious
metals industry; or (3) based on other available information, the
Fund's portfolio manager(s) determines that its primary business is
within the gold and precious metals industry."
The Fund's current fundamental policy also limits purchases of securities
so that 25% or more of the Fund's total assets would not be invested in
securities of issuers having their principal business activities in the same
industry, other than gold and precious metals-related industries. The proposed
policy would eliminate this provision except as it relates to issuers in gold
and precious metals-related industries. Because the Fund currently has a policy
that requires it to invest 80% of its assets in equity securities of issuers
involved in exploring for, mining, processing, or dealing and investing in gold,
gold bullion, and other precious metals such as silver, platinum and palladium
as well as diamonds, this provision is superfluous. This proposed change is
intended to promote uniformity with the analogous fundamental policy of other
AIM Funds.
AIM Leisure Fund
Upon the approval of Proposal 3D by shareholders of AIM Leisure Fund, the
existing fundamental restriction on industry concentration would be changed to
read as follows:
"The Fund will concentrate (as such term may be defined or interpreted
by the 1940 Act Laws, Interpretations and Exemptions)
44
its investments in the securities of issuers engaged primarily in
leisure-related industries."
Discussion:
AIM Leisure Fund's current fundamental policy on industry concentration
requires the Fund to invest 25% or more of its total assets in securities of
companies whose principal business activities are in one or more leisure-related
industries. The proposed modified policy adopts the same 1940 Act standards as
the current fundamental restriction. However, by not listing the percentage
limitations, the proposed policy would change automatically if the 1940 Act
Laws, Interpretations, and Exemptions were to change. The Board believes that
changing the Fund's fundamental restrictions in this manner will provide more
flexibility for future contingences. However, the Board does not currently
intend the change to affect the Fund's operations, under which the Fund will
invest 25% or more of its total assets in securities of issuers in
leisure-related industries.
If you approve the proposed change to AIM Leisure Fund's fundamental
restriction, the following non-fundamental investment restriction would also
become effective for AIM Leisure Fund:
"For purposes of the Fund's fundamental investment restriction
regarding industry concentration, an issuer will be considered to be
in the leisure industry if (1) at least 50% of its gross income or its
net sales are derived from products or services related to the leisure
activities of individuals; (2) at least 50% of its assets are devoted
to producing revenues through products or services related to the
leisure activities of individuals; or (3) based on other available
information, the Fund's portfolio manager(s) determines that its
primary business is in products or services related to leisure
activities of individuals."
The Fund's current fundamental policy also limits purchases of securities
so that 25% or more of the Fund's total assets would not be invested in
securities of issuers having their principal business activities in the same
industry, other than leisure-related industries. The proposed policy would
eliminate this provision except as it relates to issuers having their principal
business activities in leisure-related industries. Because the Fund currently
has a policy that requires it to invest 80% of its assets in equity securities
of issuers that are engaged in the design, production and distribution of
products and services related to leisure activities of individuals, this
provision is superfluous. This proposed change is intended to promote uniformity
with the analogous fundamental policy of other AIM Funds.
AIM Technology Fund
Upon the approval of Proposal 3D by shareholders of AIM Technology Fund,
the existing fundamental restriction on industry concentration would be changed
to read as follows:
"The Fund will concentrate (as such term may be defined or interpreted
by the 1940 Act Laws, Interpretations and Exemptions)
45
its investments in the securities of issuers engaged primarily in
technology-related industries."
Discussion:
AIM Technology Fund's current fundamental policy on industry concentration
requires the Fund to invest 25% or more of its total assets in securities of
companies whose principal business activities are in one or more
technology-related industries. The proposed modified policy adopts the same 1940
Act standards as the current fundamental restriction. However, by not listing
the percentage limitations, the proposed policy would change automatically if
the 1940 Act Laws, Interpretations, and Exemptions were to change. The Board
believes that changing the Fund's fundamental restrictions in this manner will
provide more flexibility for future contingences. However, the Board does not
currently intend the change to affect the Fund's operations, under which the
Fund will invest 25% or more of its total assets in securities of issuers
engaged primarily in technology-related industries.
If you approve the proposed change to AIM Technology Fund's fundamental
restriction, the following non-fundamental investment restriction would also
become effective for AIM Technology Fund:
"For purposes of the Fund's fundamental investment restriction
regarding industry concentration an issuer will be considered to be
engaged in a technology-related industry if (1) at least 50% of its
gross income or its net sales are derived from activities in
technology-related industries; (2) at least 50% of its assets are
devoted to producing revenues in technology-related industries; or (3)
based on other available information, the Fund's portfolio manager(s)
determines that its primary business is within technology-related
industries."
The Fund's current fundamental policy also limits purchases of securities
so that 25% or more of the Fund's total assets would not be invested in
securities of issuers having their principal business activities in the same
industry, other than technology-related industries. The proposed policy would
eliminate this provision except as it relates to issuers engaged primarily in
technology-related industries. Because the Fund currently has a policy that
requires it to invest 80% of its assets in equity securities of issuers engaged
primarily in technology-related industries, this provision is superfluous. This
proposed change is intended to promote uniformity with the analogous fundamental
policy of other AIM Funds.
AIM Utilities Fund
Upon the approval of Proposal 3D by shareholders of AIM Utilities Fund, the
existing fundamental restriction on industry concentration would be changed to
read as follows:
"The Fund will concentrate (as such term may be defined or interpreted
by the 1940 Act Laws, Interpretations and Exemptions) its investments
in the securities of issuers engaged primarily in utilities-related
industries."
46
Discussion:
AIM Utilities Fund's current fundamental policy on industry concentration
requires the Fund to invest 25% or more of its total assets in securities of
companies whose principal business activities are in one or more
utilities-related industries. The proposed modified policy adopts the same 1940
Act standards as the current fundamental restriction. However, by not listing
the percentage limitations, the proposed policy would change automatically if
the 1940 Act Laws, Interpretations, and Exemptions were to change. The Board
believes that changing the Fund's fundamental restrictions in this manner will
provide more flexibility for future contingences. However, the Board does not
currently intend the change to affect the Fund's operations, under which the
Fund will invest 25% or more of its total assets in securities of issuers
engaged primarily in utilities-related industries.
If you approve the proposed change to AIM Utilities Fund's fundamental
restriction, the following non-fundamental investment restriction would also
become effective for AIM Utilities Fund:
"For purposes of the Fund's fundamental investment restriction
regarding industry concentration an issuer will be considered to be
engaged in a utilities-related industry if (1) at least 50% of its
gross income or its net sales are derived from activities in
utilities-related industries; (2) at least 50% of its assets are
devoted to producing revenues in utilities-related industries; or (3)
based on other available information, the Fund's portfolio manager(s)
determines that its primary business is within utilities-related
industries."
The Fund's current fundamental policy also limits purchases of securities
so that 25% or more of the Fund's total assets would not be invested in
securities of issuers having their principal business activities in the same
industry, other than utilities-related industries. The proposed policy would
eliminate this provision except as it relates to issuers engaged primarily in
utilities-related industries. Because the Fund currently has a policy that
requires it to invest 80% of its assets in equity securities of issuers engaged
primarily in utilities-related industries, this provision is superfluous. This
proposed change is intended to promote uniformity with the analogous fundamental
policy of other AIM Funds.
PROPOSAL 3E
MODIFICATION OF FUNDAMENTAL RESTRICTION ON REAL ESTATE INVESTMENTS
Which Funds' Shareholders Will Vote On This Proposal?
Proposal 3E applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.
47
What Are the Proposed Changes?
Upon the approval of Proposal 3E, the existing fundamental restriction on
real estate investments would be changed to read as follows:
"The Fund may not purchase real estate or sell real estate unless
acquired as a result of ownership of securities or other instruments.
This restriction does not prevent the Fund from investing in issuers
that invest, deal, or otherwise engage in transactions in real estate
or interests therein, or investing in securities that are secured by
real estate or interests therein."
Discussion:
The proposed changes to this fundamental restriction would eliminate minor
differences in the wording of the Funds' current restriction on real estate
investments as compared to other AIM Funds. The substance of the fundamental
restriction would remain unchanged.
PROPOSAL 3F
MODIFICATION OF FUNDAMENTAL RESTRICTION ON PURCHASING OR
SELLING COMMODITIES
Which Funds' Shareholders Will Vote On This Proposal?
Proposal 3F applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.
What Are the Proposed Changes?
All Funds other than AIM Gold & Precious Metals Fund
Upon the approval of Proposal 3F, the existing fundamental restriction on
purchasing or selling physical commodities would be changed to read as follows:
"The Fund may not purchase physical commodities or sell physical
commodities unless acquired as a result of ownership of securities or
other instruments. This restriction does not prevent the Fund from
engaging in transactions involving futures contracts and options
thereon or investing in securities that are secured by physical
commodities."
Discussion:
The proposed change to this fundamental restriction is intended to promote
uniformity with the analogous fundamental restriction of other AIM Funds. The
proposed restriction would narrow somewhat the scope of the current fundamental
restriction. Whereas the current
48
fundamental restriction prohibits the purchase or sale of physical commodities
without exception, the proposed fundamental restriction permits the purchase or
sale of physical commodities acquired as a result of ownership of securities or
other instruments.
If you approve the proposed addition, the following non-fundamental
investment restriction would also become effective for the Funds:
"Notwithstanding the fundamental restriction with regard to engaging
in transactions involving futures contracts and options thereon or
investing in securities that are secured by physical commodities, the
Fund currently may not invest in any security (including futures
contracts or options thereon) that is secured by physical
commodities."
The Funds do not consider currencies or other financial commodities or
contracts and financial instruments to be physical commodities (which include,
for example, oil, precious metals and grains). Accordingly, as is the case with
the other AIM Funds that currently have the proposed restriction regarding
purchasing and selling physical commodities, the Funds will interpret the
proposed restriction and the related non-fundamental restriction to permit the
Funds, subject to each Fund's investment objectives and general investment
policies (as stated in the Funds' prospectuses and applicable Statement of
Additional Information), to invest directly in foreign currencies and other
financial commodities and to purchase, sell or enter into commodity futures
contracts and options thereon, foreign currency forward contracts, foreign
currency options, currency-, commodity- and financial instrument-related swap
agreements, hybrid instruments, interest rate or securities-related or foreign
currency-related hedging instruments or other currency, commodity or financial
instrument related derivatives, subject to compliance with any applicable
provisions of the federal securities or commodities laws. The Funds also will
interpret their fundamental restriction regarding purchasing and selling
physical commodities and their related non-fundamental restriction to permit the
Funds to invest in exchange-traded funds that invest in physical and/or
financial commodities, subject to the limits described in the Funds'
prospectuses and applicable Statement of Additional Information.
AIM Gold & Precious Metals Fund
Upon the approval of Proposal 3F, the existing fundamental restriction on
purchasing or selling physical commodities would be changed to read as follows:
"The Fund may not purchase physical commodities or sell physical
commodities (other than gold bullion) unless acquired as a result of
ownership of securities or other instruments. This restriction does
not prevent the Fund from engaging in transactions involving futures
contracts and options thereon or investing in securities that are
secured by physical commodities."
Discussion:
The proposed change to this fundamental restriction is intended to promote
uniformity with the analogous fundamental restriction of other AIM Funds, while
maintaining AIM Gold &
49
Precious Metal Fund's current ability to invest directly in gold bullion. The
proposed restriction would narrow somewhat the scope of the current fundamental
restriction. Whereas the current fundamental restriction prohibits the purchase
or sale of physical commodities except for purchases and sales of gold bullion,
the proposed fundamental restriction permits the purchase or sale of physical
commodities acquired as a result of ownership of securities or other
instruments.
If you approve the proposed addition, the following non-fundamental
investment restriction would also become effective for AIM Gold & Precious
Metals Fund:
"Notwithstanding the fundamental restriction with regard to engaging
in transactions involving futures contracts and options thereon or
investing in securities that are secured by physical commodities, the
Fund currently may not invest in any security (including futures
contracts or options thereon) that is secured by physical
commodities."
AIM Gold & Precious Metals Fund does not consider currencies or other
financial commodities or contracts and financial instruments to be physical
commodities (which include, for example, oil, precious metals and grains).
Accordingly, as is the case with the other AIM Funds that currently have the
proposed restriction regarding purchasing and selling physical commodities, AIM
Gold & Precious Metals Fund will interpret the proposed restriction and the
related non-fundamental restriction to permit the Fund, subject to the Fund's
investment objectives and general investment policies (as stated in the Funds'
prospectuses and applicable Statement of Additional Information), to invest
directly in foreign currencies and other financial commodities and to purchase,
sell or enter into commodity futures contracts and options thereon, foreign
currency forward contracts, foreign currency options, currency-, commodity- and
financial instrument-related swap agreements, hybrid instruments, interest rate
or securities-related or foreign currency-related hedging instruments or other
currency, commodity or financial instrument related derivatives, subject to
compliance with any applicable provisions of the federal securities or
commodities laws. The Fund also will interpret its fundamental restriction
regarding purchasing and selling physical commodities and its related
non-fundamental restriction to permit the Fund to invest in exchange-traded
funds that invest in physical and/or financial commodities, subject to the
limits described in the Fund's prospectuses and applicable Statement of
Additional Information.
The following non-fundamental policy for AIM Gold & Precious Metals Fund
will remain in effect for the Fund regardless of whether Proposal 3F is approved
for the Fund:
"AIM Gold & Precious Metals Fund may invest up to 10% at the time of
purchase of its total assets in gold bullion."
PROPOSAL 3G
MODIFICATION OF FUNDAMENTAL RESTRICTION ON MAKING LOANS
Which Funds' Shareholders Will Vote On This Proposal?
Proposal 3G applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund,
50
AIM Multi-Sector Fund, AIM Technology Fund, AIM Utilities Fund, Premier
Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money
Portfolio.
What Are the Proposed Changes?
Upon the approval of Proposal 3G, the existing fundamental restriction on
making loans would be changed to read as follows:
"The Fund may not make personal loans or loans of its assets to
persons who control or are under the common control with the Fund,
except to the extent permitted by 1940 Act Laws, Interpretations and
Exemptions. This restriction does not prevent the Fund from, among
other things, purchasing debt obligations, entering into repurchase
agreements, loaning its assets to broker-dealers or institutional
investors, or investing in loans, including assignments and
participation interests."
Discussion:
The Funds' current fundamental restriction on lending securities and making
loans lists the percentage standards set forth in the 1940 Act for lending
securities and making loans. The proposed modified policy adopts the same 1940
Act standards. However, by not listing the percentage limitations, the proposed
policy would change automatically if the 1940 Act Laws, Interpretations, and
Exemptions were to change. The proposed change to this fundamental restriction
also is intended to promote uniformity with the analogous fundamental
restriction of other AIM Funds.
If you approve the proposed change, the following non-fundamental
investment restriction will become effective for the Funds:
"In complying with the fundamental restriction with regard to making
loans, the Fund may lend up to 33 1/3% of its total assets and may
lend money to an AIM Fund, on such terms and conditions as the SEC may
require in an exemptive order."
PROPOSAL 3H
MODIFICATION OF FUNDAMENTAL RESTRICTION ON INVESTMENT IN INVESTMENT COMPANIES
Which Funds' Shareholders Will Vote On This Proposal?
Proposal 3H applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.
51
What Are the Proposed Changes?
Upon the approval of Proposal 3H, the existing fundamental policy on
investments in other investment companies would be changed to read as follows:
"The Fund may, notwithstanding any other fundamental investment policy
or limitation, invest all of its assets in the securities of a single
open-end management investment company with substantially the same
fundamental investment objectives, policies and restrictions as the
Fund."
Discussion:
The proposed changes to this fundamental restriction would limit the scope
of the Funds' current restriction on investment in investment companies. The
current fundamental restriction permits the Funds to invest all of their assets
in an open-end management investment company managed by AIM or an affiliate or
successor thereof, with substantially the same investment objective, policies
and limitations as the Fund, whereas the proposed fundamental restriction would
permit these types of investments regardless of whether the investment company
were managed by AIM. The proposed change to this fundamental restriction also is
intended to promote uniformity with the analogous fundamental restriction of
other AIM Funds.
If you approve the proposed restriction, each Fund will have the ability to
invest all of its assets in another open-end investment company whether or not
managed by AIM or an AIM affiliate. Because the Funds do not currently intend to
do so, the following non-fundamental investment restriction will become
effective for the Funds:
"Notwithstanding the fundamental restriction with regard to investing
all assets in an open-end fund, the Fund may not invest all of its
assets in the securities of a single open-end management investment
company with the same fundamental investment objective, policies, and
restrictions as the Fund."
WHEN WILL PROPOSALS 3A THROUGH 3H BE IMPLEMENTED?
If the holders of a majority of the respective Fund's outstanding voting
securities (as defined in the 1940 Act) approve each of the above proposals, the
proposed fundamental investment restrictions will replace the Funds' current
fundamental investment restrictions. Accordingly, the proposed fundamental
investment restrictions, along with the current fundamental investment
restrictions that have not changed, will become the fundamental investment
restrictions under which the Funds will operate. The Board anticipates that
these proposals, if approved, will be effective on or about May 1, 2008, upon
appropriate disclosure being made in the Funds' Prospectuses and Statements of
Additional Information.
52
WHAT IS THE BOARDS' RECOMMENDATION ON PROPOSALS 3A THROUGH 3H?
Each Board, including the independent trustees of each Board, unanimously
recommends that you vote "FOR" Proposals 3A through 3H.
PROPOSAL 4
APPROVAL OF A CHANGE IN THE SUB-CLASSIFICATION UNDER THE 1940 ACT
FROM A DIVERSIFIED FUND TO A NON-DIVERSIFIED FUND AND ELIMINATION
OF A RELATED INVESTMENT RESTRICTION
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 4?
Proposal 4 applies only to shareholders of AIM Financial Services Fund.
WHAT AM I BEING ASKED TO APPROVE?
AIM Financial Services Fund is currently sub-classified as a "diversified"
fund for purposes of Section 5(b)(1) of the 1940 Act. As a diversified fund, AIM
Financial Services Fund is limited as to the amount it may invest in any single
issuer. Specifically, for 75% of its total assets, the Fund currently may not
invest in a security if, as a result of such investment, more than 5% of its
total assets (calculated at the time of purchase) would be invested in
securities of any one issuer. In addition, for 75% of its total assets, the Fund
may not hold more than 10% of the outstanding voting securities of any one
issuer. The restrictions in Section 5(b)(1) do not apply to U.S. government
securities, securities of other investment companies, cash and cash items.
AIM Financial Services Fund currently has in place a fundamental investment
limitation on diversification. This limitation (which may only be changed with
shareholder approval) provides that the Fund "may not with respect to 75% of the
Fund's total assets, purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or securities of other investment companies) if, as a result,
(i) more than 5% of the Fund's total assets would be invested in the securities
of that issuer, or (ii) the Fund would hold more than 10% of the outstanding
voting securities of that issuer."
At the Special Meeting of AIM Sector Funds, shareholders of AIM Financial
Services Fund will be asked to approve a change in the sub-classification of the
Fund under the 1940 Act from a "diversified" fund to a "non-diversified" fund
and to eliminate the investment limitation on diversification. If approved by
shareholders, the Fund will no longer be subject to the diversification
limitation, however, the Fund will continue to be subject to Federal tax
diversification restrictions (see below).
HOW WILL THE PROPOSED CHANGE TO THE FUND'S SUB-CLASSIFICATION BENEFIT MY FUND?
Changing AIM Financial Services Fund's status to non-diversified would
provide AIM, the Fund's investment adviser, with enhanced flexibility in
managing the assets of the Fund. Specifically, the Fund's portfolio managers
will be able to invest a greater percentage of the overall portfolio in
positions which individually are more than 5% of the Fund's total assets.
53
The improved flexibility will allow more optimal position sizing under the
Fund's current investment strategy. Additionally, the Fund will have increased
ability to hold positions that exceed the benchmark weights of several large
benchmark constituents. Most of the Fund's peers are currently classified as
non-diversified, and thus already have this expanded flexibility. The portfolio
managers expect that a change in status from diversified to non-diversified
should help bolster the Fund's competitiveness relative to its benchmark and
peers.
If Proposal 4 is approved by AIM Financial Services Fund's shareholders,
the Fund would be permitted to invest a greater portion of its assets in fewer
issuers. Shareholders should note that if the change in the Fund's
sub-classification to "non-diversified" is approved, the Fund's investment risk
may increase. This is because the investment return on a non-diversified fund
typically is dependent upon the performance of a smaller number of securities
relative to the number held in a diversified fund. A non-diversified fund can
invest a greater portion of its assets in a single issuer and may invest in a
smaller number of issuers than a diversified fund. Consequently, a
non-diversified fund is more susceptible to adverse developments affecting any
single issuer held in its portfolio than a diversified fund, and may be more
susceptible to greater losses because of such developments. Accordingly, if
Proposal 4 is approved on behalf of the Fund, the Fund would be subject to
greater risk than it currently is subject to as a diversified fund. The Fund's
portfolio managers have no present intention to change the Fund's investment
strategy, which indicates that the Fund will normally own 35 to 50 stocks.
Although AIM Financial Services Fund would no longer be subject to the 1940
Act diversification restrictions if shareholders approve Proposal 4, the Fund
will continue to be subject to Federal tax diversification restrictions of
Subchapter M of the Internal Revenue Code of 1986, as amended (the "IRC"). For
purposes of the IRC, the Fund operates as a series "regulated investment
company." As such, the Fund must meet certain diversification requirements,
including the requirement that, in general, at least 50% of the market value of
the Fund's total assets at the close of each quarter of the Fund's taxable year
must be invested in cash, cash equivalents, U.S. government securities,
securities of other regulated investment companies, and securities of issuers
(including foreign governments) with respect to which the Fund has invested no
more than 5% of its total assets in securities of any one issuer and owns no
more than 10% of the outstanding voting securities of any issuer. The Fund also
must invest no more than 25% of the value of its total assets in securities
(other than U.S. government securities and securities of other regulated
investment companies) of any one issuer or of two or more issuers that the Fund
controls and are engaged in the same, similar or related trades or businesses
or, collectively, in the securities of certain publicly traded partnerships.
These limits apply only as of the close of each quarter of the Fund's taxable
year. These Federal tax diversification requirements may change in the future
without shareholder approval.
If Proposal 4 is approved by shareholders, AIM Financial Services Fund
would still be required to comply with Section 12(d)(3) and Rule 12d3-1 of the
1940 Act for purchases of securities issued by persons engaged in securities
related activities. Under the 1940 Act, a person's activities as a broker, a
dealer, an underwriter, an investment adviser registered under the Investment
Advisers Act of 1940, or as an investment adviser to a registered investment
company are considered to be securities related activities ("Securities Related
Activities"). The Fund may acquire any security issued by any person that, in
its most recent fiscal year, derived 15% or less of its gross revenues from
Securities Related Activities unless the Fund would
54
control the person after the acquisition. Moreover, the Fund may acquire any
security issued by any person that, in its most recent fiscal year, derived more
than 15% of its gross revenues from Securities Related Activities provided that
(1) immediately after the acquisition of any equity security, the Fund owns not
more than 5% of the outstanding securities of a class of the issuer's equity
securities, (2) immediately after the acquisition of any debt security, the Fund
owns not more than 10% of the outstanding principal amount of the issuer's debt
securities, and (3) immediately after such acquisition, the Fund has not
invested more than 5% of the value of its total assets in securities of the
issuer.
WHEN WILL PROPOSAL 4 BE IMPLEMENTED?
The Board for AIM Financial Services Fund anticipates that this proposal,
if approved, will be effective on or about May 1, 2008, upon appropriate
disclosure being made in the Fund's Prospectus and Statement of Additional
Information.
WHAT IS THE BOARD'S RECOMMENDATION ON PROPOSAL 4?
At in-person meetings held on December 12-13, 2007, the Board for AIM
Financial Services Fund considered the recommendation of AIM to change the
Fund's sub-classification under the 1940 Act to a non-diversified company and to
eliminate the Fund's related investment restriction. The Board considered all
relevant factors, including the potential impact of Proposal 4 on the Fund.
Following its consideration of these matters, the Board unanimously approved the
proposed change in the Fund's sub-classification to "non-diversified" and the
elimination of the Fund's related investment restriction.
The Board for AIM Financial Services Fund, including the independent
trustees of the Board, unanimously recommends that you vote "FOR" Proposal 4.
PROPOSAL 5
APPROVAL OF MAKING THE FUNDS' INVESTMENT
OBJECTIVE(S) NON-FUNDAMENTAL
WHICH FUNDS' SHAREHOLDERS WILL VOTE ON PROPOSAL 5?
Proposal 5 applies to shareholders of AIM Energy Fund, AIM Financial
Services Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity
Fund, AIM Leisure Fund, AIM Multi-Sector Fund, AIM Technology Fund, AIM
Utilities Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S.
Government Money Portfolio.
WHAT AM I BEING ASKED TO APPROVE?
The investment objective(s) of each Fund is fundamental; therefore, any
change to it requires shareholder approval. Each Board recommends that you
approve making each Fund's current investment objective(s) non-fundamental. The
current investment objective(s) for each Fund is set forth in the table below.
55
NAME OF FUND CURRENT INVESTMENT OBJECTIVE(S)
------------ -------------------------------------------
AIM Energy Fund Each Fund's investment objective is capital
growth.
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Leisure Fund
AIM Multi-Sector Fund
AIM Technology Fund
AIM International Core Equity Fund The Fund's investment objective is total
return
AIM Utilities Fund The Fund's investment objectives are
capital growth and income.
Premier Portfolio Each Fund's investment objective is a high
level of current income consistent with the
Premier Tax-Exempt Portfolio preservation of capital and the maintenance
of liquidity.
Premier U.S. Government Money
Portfolio
HOW WILL MAKING THE FUNDS' INVESTMENT OBJECTIVE(S) NON-FUNDAMENTAL BENEFIT MY
FUND?
Making the Funds' investment objective(s) non-fundamental gives the Boards
additional flexibility to make appropriate changes to the investment
objective(s) to respond to new developments and changing trends in the market
place without the commensurate expense of seeking a shareholder vote. If made
non-fundamental, the Boards would be able to modify the Funds' investment
objectives when deemed appropriate. The Boards do not anticipate making changes
to the investment objective(s) of the Funds at the present time, but may, if
warranted, propose such changes in the future. In the event a Board were to
change a Fund's investment objective(s), shareholders would receive at least 60
days advance notice prior to the change being implemented.
WHEN WILL PROPOSAL 5 BE IMPLEMENTED?
The Boards anticipate that this proposal, if approved, will be effective on
or about May 1, 2008, upon appropriate disclosure being made in the Funds'
Prospectuses and Statements of Additional Information.
WHAT IS THE BOARDS' RECOMMENDATION ON PROPOSAL 5?
Each Board, including the independent trustees of each Board, unanimously
recommends that you vote "FOR" Proposal 5.
56
PROPOSAL 6
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 6?
Proposal 6 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, Fund or share class. Therefore, if
Proposal 6 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 G 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, a 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 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
57
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 6 BE IMPLEMENTED?
If Proposal 6 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 6?
Each Board, including the independent trustees of each Board, unanimously
recommends that you vote "FOR" Proposal 6.
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 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).
58
As a result of the matters discussed above, investors in the AIM Funds
might react by redeeming their investments. This might require the AIM 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?
INVESCO Senior Secured Management, Inc., 1166 Avenue of the Americas, New
York, NY 10036, is the sub-adviser for AIM Floating Rate Fund.
INVESCO Institutional (N.A.), Inc., One Midtown Plaza, 1360 Peachtree
Street, N.E. Atlanta, Georgia 30309, is the sub-adviser for AIM Select Real
Estate Income Fund, AIM Structured Core Fund, AIM Structured Growth Fund and AIM
Structured Value Fund.
INVESCO Global Asset Management (N.A.), Inc., 1360 Peachtree Street, N.E.,
Suite 100, Atlanta, Georgia 30309, is the sub-adviser for AIM International Core
Equity 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.
WHO ARE THE OFFICERS OF THE TRUSTS?
Information regarding the current officers of the Trusts can be found in
Exhibit H.
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 I.
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 J.
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
59
companies overseen by the trustee and nominee within the AIM Funds complex, can
be found in Exhibit K.
60
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
I-2
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
II-1
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
II-4
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
II-5
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 this
II-6
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:
---------------------------------
INVESCO ASSET MANAGEMENT (JAPAN) LIMITED
Sub-adviser
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
II-8
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:
---------------------------------
INVESCO INSTITUTIONAL (N.A.), INC.
Sub-adviser
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
II-9
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
EXHIBIT A
SHARES OF AIM COUNSELOR SERIES TRUST
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
- -------------------- -----------------
AIM Floating Rate Fund
Class A.............................
Class C.............................
Class R.............................
Institutional Class.................
AIM Multi-Sector Fund
Class A.............................
Class B.............................
Class C.............................
Institutional Class.................
AIM Select Real Estate Income Fund
Class A.............................
Class B.............................
Class C.............................
Institutional Class.................
AIM Structured Core Fund
Class A ............................
Class B.............................
Class C.............................
Class R.............................
Institutional Class.................
AIM Structured Growth Fund
Class A ............................
Class B.............................
Class C.............................
Class R.............................
Institutional Class.................
AIM Structured Value Fund
Class A.............................
Class B.............................
Class C.............................
Class R.............................
Institutional Class.................
A-1
SHARES OF AIM INTERNATIONAL MUTUAL FUNDS
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
- -------------------- -----------------
AIM Asia Pacific Growth Fund
Class A.............................
Class B.............................
Class C.............................
AIM European Growth Fund
Class A.............................
Class B.............................
Class C.............................
Class R.............................
Investor Class......................
AIM Global Aggressive Growth Fund
Class A.............................
Class B.............................
Class C.............................
AIM Global Growth Fund
Class A.............................
Class B.............................
Class C.............................
AIM International Core Equity Fund
Class A.............................
Class B.............................
Class C.............................
Class R.............................
Institutional Class.................
Investor Class......................
AIM International Growth Fund
Class A.............................
Class B.............................
Class C.............................
Class R.............................
Institutional Class.................
A-2
SHARES OF AIM SECTOR FUNDS
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
- -------------------- -----------------
AIM Energy Fund
Class A.............................
Class B.............................
Class C.............................
Institutional Class.................
Investor Class......................
AIM Financial Services Fund
Class A.............................
Class B.............................
Class C.............................
Investor Class......................
AIM Gold & Precious Metals Fund
Class A.............................
Class B.............................
Class C.............................
Investor Class......................
AIM Leisure Fund
Class A.............................
Class B.............................
Class C.............................
Class R ............................
Investor Class......................
AIM Technology Fund
Class A.............................
Class B.............................
Class C.............................
Institutional Class.................
Investor Class......................
AIM Utilities Fund
Class A.............................
Class B.............................
Class C.............................
Institutional Class.................
Investor Class......................
A-3
SHARES OF AIM TREASURER'S SERIES TRUST
OUTSTANDING ON NOVEMBER 30, 2007
NUMBER OF SHARES
OUTSTANDING ON
NAME OF FUND (CLASS) NOVEMBER 30, 2007
- -------------------- -----------------
Premier Portfolio
Institutional Class.................
Investor Class......................
Premier Tax-Exempt Portfolio
Institutional Class.................
Investor Class......................
Premier U.S. Government Money Portfolio
Institutional Class.................
Investor Class......................
A-4
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
BENEFITS ESTIMATED TOTAL
AIM AIM ACCRUED ANNUAL COMPENSATION
AIM COUNSELOR INTERNATIONAL AIM TREASURER'S BY ALL BENEFITS UPON FROM ALL
NAME OF TRUSTEE SERIES TRUST MUTUAL FUNDS SECTOR FUNDS SERIES TRUST AIM FUNDS(2) RETIREMENT(3) AIM FUNDS(4)
--------------- ------------- ------------- ------------ ------------ ------------ ------------- ------------
Bob R. Baker $ 8,016 $11,265 $10,516 $ 6,311 $230,089 $177,882 $225,000
Frank S. Bayley 8,597 12,090 11,282 6,772 160,600 126,750 241,000
James T. Bunch 7,434 10,171 9,751 5,850 149,379 126,750 203,500
Bruce L. Crockett 15,223 20,388 19,337 12,024 83,163 126,750 402,000
Albert R. Dowden 8,597 12,139 11,282 6,772 105,204 126,750 242,000
Jack M. Fields 7,434 10,489 9,751 5,850 104,145 126,750 210,000
Carl Frischling(5) 7,434 10,489 9,751 5,850 91,932 126,750 210,000
Prema Mathai-Davis 7,806 11,216 10,210 6,141 102,401 126,750 217,500
Lewis F. Pennock 7,434 10,489 9,751 5,850 85,580 126,750 210,000
Ruth H. Quigley(6) 8,597 12,008 11,282 6,772 187,330 126,750 242,000
Larry Soll 7,434 10,489 9,751 5,850 193,510 146,697 210,000
Raymond Stickel, Jr. 8,597 11,308 11,126 6,772 77,561 126,750 230,750
- ----------
(1) Amounts shown for AIM International Mutual Funds are as of its fiscal year
ended October 31, 2006. Amounts shown for AIM Sector Funds are as of its
fiscal year ended March 31, 2007. Amounts shown for AIM Counselor Series
Trust and AIM Treasurer's Series Trust are as of their fiscal years ended
August 31, 2007. The total amount of compensation deferred by all trustees
of AIM Sector Funds, during the fiscal year ended March 31, 2007, including
earnings, was $30,006. The total amount of compensation deferred by all
trustees of AIM Counselor Series Trust and AIM Treasurer's Series Trust
during the fiscal year ended August 31, 2007, including earnings, was
$19,200 and $15,017, respectively. The total amount of compensation
deferred by all trustees of AIM International Mutual Funds during the
fiscal year ended October 31, 2006, including earnings, was $36,436.
(2) During the fiscal year ended March 31, 2007, the total amount of expenses
allocated to AIM Sector Funds, in respect of such retirement benefits was
$73,158. During the fiscal year ended August 31, 2007, the total amount of
expenses allocated to AIM Counselor Series Trust and AIM Treasurer's Series
Trust in respect of such retirement benefits was $21,218 and $43,503,
respectively. During the fiscal year ended October 31, 2006, the total
amount of expenses allocated to AIM International Mutual Funds in respect
of such retirement benefits was $54,423.
(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 Sector Funds paid $39,135
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 August 31, 2007, AIM Counselor
Series Trust and AIM Treasurer's Series Trust paid $32,068 and $0,
respectively, 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 October 31, 2006, AIM International Mutual Funds paid $39,749 in
legal fees to Kramer Levin for services rendered by such firm as counsel to
the independent trustees of the Trust. 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 Chief Director, Chief Executive Officer and President, AIM
Executive Officer 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.
David Colvin Warren Director, Chief Financial Vice President, 1371 Preferred Inc., AIM Funds
Officer and Executive Vice Management Inc., AIM Mutual Fund Dealer Inc., INVESCO
President Inc., and IVZ Callco Inc.; Director, 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.
C-1
Peter Intraligi Director, Chief Operating Director and Senior Vice President, 1371 Preferred
Officer and Executive Vice Inc.; Director, AIM Canada Holdings Inc.; Director,
President Chief Operating Officer and Executive Vice President,
AIM Funds Management Inc. and IVZ Callco Inc.;
Director and Executive Vice President, INVESCO Inc.
Susan J. Han Director, General Counsel, Director, General Counsel, Senior Vice President and
Senior Vice President and Secretary, AIM Funds Management Inc. and 1371
Secretary 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 Vice Director, Senior Vice President, Investments
President, Investments Operations, AIM Funds Management Inc.
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 Lehmann Director Managing Director, INVESCO Asset Management
Deutschland GmbH and President, INVESCO Asset
Management (Switzerland) Ltd.
Christian Puschmann Director Director, INVESCO Holding Germany Ltd & Co 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.
C-2
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.
Roderick George Howard Ellis Director Director, Atlantic Wealth Management Limited, C 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
C-3
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.
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-4
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-5
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 and Chief Executive Officer and President, INVESCO Global
President Asset Management (N.A.), Inc.; and Vice President,
INVESCO Institutional (N.A.), Inc.
David Alexander Hartley Director and Chief Financial Director, Atlantic Trust Company, N.A., INVESCO (NY)
Officer 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-6
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 Executive Chairman and Director, County Investment Management
Officer 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-7
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 Financial Director, Atlantic Trust Company, N.A., INVESCO (NY)
Officer 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 Executive Chairman and Director, INVESCO Global Asset Management
Officer and President (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-8
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 Financial Director, Atlantic Trust Company, N.A., INVESCO (NY)
Officer 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-9
EXHIBIT D
EXISTING SUB-ADVISORY AGREEMENTS
DATE SUB-ADVISER
BECAME SUB-ADVISER DATE LAST SUBMITTED
UNDER EXISTING SUB- TO A VOTE OF
NAME OF FUND AND SUB-ADVISER ADVISORY AGREEMENT SHAREHOLDERS
---------------------------- ------------------- -------------------
AIM Floating Rate Fund April 14, 2006 N/A(1)
(INVESCO Senior Secured Management, Inc.)
AIM International Core Equity Fund November 25, 2003 October 29, 2003(2)
(INVESCO Global Asset Management (N.A.), Inc.)
AIM Select Real Estate Income Fund March 9, 2007 N/A(1)
(INVESCO Institutional (N.A.), Inc.)
AIM Structured Core Fund March 31, 2006 N/A(1)
(INVESCO Institutional (N.A.), Inc.)
AIM Structured Growth Fund March 31, 2006 N/A(1)
(INVESCO Institutional (N.A.), Inc.)
AIM Structured Value Fund March 31, 2006 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) Shareholders last voted on the sub-advisory agreement on October 28, 2003
for the purpose of approving it as a new sub-advisory agreement. The new
sub-advisory agreement differed substantively in certain respects from the
prior sub-advisory agreement that had been in place for the Fund. In
addition, the new sub-advisory agreement was between A I M Advisors, Inc.,
the Fund's current investment adviser, and INVESCO Global Asset Management
(N.A.), Inc. ("IGAM"), while the prior sub-advisory agreement had been
between INVESCO Funds Group, Inc., the Fund's prior investment adviser, and
IGAM.
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
LIMITATIONS AND/OR
TOTAL NET ASSETS EXPENSE REIMBURSEMENTS
FOR THE MOST FOR THE MOST RECENTLY
ANNUAL SUB-ADVISORY RECENTLY COMPLETED COMPLETED FISCAL
NAME OF FUND FEE RATE FISCAL PERIOD OR YEAR PERIOD OR YEAR
------------ ------------------------------------- --------------------- ----------------------
AIM Global Real Estate Fund 40% of the compensation paid by the $ 662,316,830 [ ]
Fund to AIM on the sub-advised assets
AIM Real Estate Fund 40% of the compensation paid by the $1,453,676,572 [ ]
Fund to AIM on the sub-advised assets
AIM Select Real Estate Income Fund 40% of the compensation paid by the $ 224,637,143 [ ]
Fund to AIM on the sub-advised assets
AIM V.I. Global Real Estate Fund 40% of the compensation paid by the $ 193,065,749 [ ]
Fund to AIM on the sub-advised assets
E-1
EXHIBIT F
CURRENT FUNDAMENTAL INVESTMENT RESTRICTIONS
AIM ENERGY FUND
(1) The Fund may not with respect to 75% of the Fund's total assets, purchase
the securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities, or securities of
other investment companies) if, as a result, (i) more than 5% of the Fund's
total assets would be invested in the securities of that issuer, or (ii) the
Fund would hold more than 10% of the outstanding voting securities of that
issuer;
(2) The Fund may not underwrite securities of other issuers, except insofar as
it may be deemed to be an underwriter under the 1933 Act in connection with the
disposition of the Fund's portfolio securities;
(3) The Fund may not borrow money, except that the Fund may borrow money in an
amount not exceeding 33 1/3 % of its total assets (including the amount
borrowed) less liabilities (other than the borrowings);
(4) The Fund may not issue senior securities, except as permitted under the 1940
Act;
(5) The Fund may not lend any security or make any loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to repurchase
agreements;
(6) The Fund may not purchase or sell physical commodities; however, this policy
shall not prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars, and other
financial instruments;
(7) The Fund may not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(8) The Fund may not purchase any securities of an issuer in a particular
industry if as a result 25% or more of its total assets (taken as market value
at the time of purchase) would be invested in securities of issuers whose
principal business activities are in the same industry; provided however, that
the Fund will invest 25% or more of its assets in one or more energy-related
industries; and
(9) The Fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company managed by AIM or an affiliate or a successor
thereof, with substantially the same fundamental investment objective, policies,
and limitations as the Fund.
F-1
AIM FINANCIAL SERVICES FUND
(1) The Fund may not with respect to 75% of the Fund's total assets, purchase
the securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities, or securities of
other investment companies) if, as a result, (i) more than 5% of the Fund's
total assets would be invested in the securities of that issuer, or (ii) the
Fund would hold more than 10% of the outstanding voting securities of that
issuer;
(2) The Fund may not underwrite securities of other issuers, except insofar as
it may be deemed to be an underwriter under the 1933 Act in connection with the
disposition of the Fund's portfolio securities;
(3) The Fund may not borrow money, except that the Fund may borrow money in an
amount not exceeding 33 1/3 % of its total assets (including the amount
borrowed) less liabilities (other than the borrowings);
(4) The Fund may not issue senior securities, except as permitted under the 1940
Act;
(5) The Fund may not lend any security or make any loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to repurchase
agreements;
(6) The Fund may not purchase or sell physical commodities; however, this policy
shall not prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars, and other
financial instruments;
(7) The Fund may not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(8) The Fund may not purchase any securities of an issuer in a particular
industry if as a result 25% or more of its total assets (taken as market value
at the time of purchase) would be invested in securities of issuers whose
principal business activities are in the same industry; provided however, that
the Fund will invest 25% or more of its assets in one or more financial
services-related industries; and
(9) The Fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company managed by AIM or an affiliate or a successor
thereof, with substantially the same fundamental investment objective, policies,
and limitations as the Fund.
AIM GOLD & PRECIOUS METALS FUND
(1) The Fund may not with respect to 75% of the Fund's total assets, purchase
the securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities, or securities of
other investment companies) if, as a result, (i) more
F-2
than 5% of the Fund's total assets would be invested in the securities of that
issuer, or (ii) the Fund would hold more than 10% of the outstanding voting
securities of that issuer;
(2) The Fund may not underwrite securities of other issuers, except insofar as
it may be deemed to be an underwriter under the 1933 Act in connection with the
disposition of the Fund's portfolio securities;
(3) The Fund may not borrow money, except that the Fund may borrow money in an
amount not exceeding 33 1/3 % of its total assets (including the amount
borrowed) less liabilities (other than the borrowings);
(4) The Fund may not issue senior securities, except as permitted under the 1940
Act;
(5) The Fund may not lend any security or make any loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to repurchase
agreements;
(6) The Fund may not purchase or sell physical commodities; however, this policy
shall not prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars, and other
financial instruments. This restriction shall not prevent the Fund from
investing in gold bullion;
(7) The Fund may not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(8) The Fund may not purchase any securities of an issuer in a particular
industry if as a result 25% or more of its total assets (taken as market value
at the time of purchase) would be invested in securities of issuers whose
principal business activities are in the same industry; provided however, that
the Fund will invest 25% or more of its assets in one or more gold and precious
metals-related industries; and
(9) The Fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company managed by AIM or an affiliate or a successor
thereof, with substantially the same fundamental investment objective, policies,
and limitations as the Fund.
AIM INTERNATIONAL CORE EQUITY FUND
(1) The Fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or securities of other investment companies) if, as a result,
more than 25% of the Fund's total assets would be invested in the securities of
companies whose principal business activities are in the same industry;
(2) The Fund may not with respect to 75% of the Fund's total assets, purchase
the securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its
F-3
agencies or instrumentalities, or securities of other investment companies) if,
as a result, (i) more than 5% of the Fund's total assets would be invested in
the securities of that issuer or (ii) the Fund would hold more than 10% of the
outstanding voting securities of that issuer;
(3) The Fund may not underwrite securities of other issuers, except insofar as
it may be deemed to be an underwriter under the 1933 Act in connection with the
disposition of the Fund's portfolio securities;
(4) The Fund may not borrow money, except that the Fund may borrow money in an
amount not exceeding 33 1/3 % of its total assets (including the amount
borrowed) less liabilities (other than the borrowings);
(5) The Fund may not issue senior securities, except as permitted under the 1940
Act;
(6) The Fund may not lend any security or make any loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to repurchase
agreements;
(7) The Fund may not purchase or sell physical commodities; however, this policy
shall not prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars, and other
financial instruments;
(8) The Fund may not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business); and
(9) The Fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company managed by AIM or an affiliate or a successor
thereof, with substantially the same fundamental investment objective, policies,
and limitations as the Fund.
AIM LEISURE FUND
(1) The Fund may not with respect to 75% of the Fund's total assets, purchase
the securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities, or securities of
other investment companies) if, as a result, (i) more than 5% of the Fund's
total assets would be invested in the securities of that issuer, or (ii) the
Fund would hold more than 10% of the outstanding voting securities of that
issuer;
(2) The Fund may not underwrite securities of other issuers, except insofar as
it may be deemed to be an underwriter under the 1933 Act in connection with the
disposition of the Fund's portfolio securities;
(3) The Fund may not borrow money, except that the Fund may borrow money in an
amount not exceeding 33 1/3 % of its total assets (including the amount
borrowed) less liabilities (other than the borrowings);
F-4
(4) The Fund may not issue senior securities, except as permitted under the 1940
Act;
(5) The Fund may not lend any security or make any loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to repurchase
agreements;
(6) The Fund may not purchase or sell physical commodities; however, this policy
shall not prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars, and other
financial instruments;
(7) The Fund may not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(8) The Fund may not purchase any securities of an issuer in a particular
industry if as a result 25% or more of its total assets (taken as market value
at the time of purchase) would be invested in securities of issuers whose
principal business activities are in the same industry; provided however, that
the Fund will invest 25% or more of its assets in one or more leisure-related
industries; and
(9) The Fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company managed by AIM or an affiliate or a successor
thereof, with substantially the same fundamental investment objective, policies,
and limitations as the Fund.
AIM MULTI-SECTOR FUND
(1) The Fund may not with respect to 75% of the Fund's total assets, purchase
the securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities, or securities of
other investment companies) if, as a result, (i) more than 5% of the Fund's
total assets would be invested in the securities of that issuer, or (ii) the
Fund would hold more than 10% of the outstanding voting securities of that
issuer;
(2) The Fund may not underwrite securities of other issuers, except insofar as
it may be deemed to be an underwriter under the 1933 Act in connection with the
disposition of the Fund's portfolio securities;
(3) The Fund may not borrow money, except that the Fund may borrow money in an
amount not exceeding 33 1/3 % of its total assets (including the amount
borrowed) less liabilities (other than the borrowings);
(4) The Fund may not issue senior securities, except as permitted under the 1940
Act;
(5) The Fund may not lend any security or make any loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to repurchase
agreements;
F-5
(6) The Fund may not purchase or sell physical commodities; however, this policy
shall not prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars, and other
financial instruments;
(7) The Fund may not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(8) The Fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company managed by AIM or an affiliate or a successor
thereof, with substantially the same fundamental investment objective, policies,
and limitations as the Fund; and
(9) The Fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or municipal securities) if, as a result, more than 25% of
the Fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry.
AIM TECHNOLOGY FUND
(1) The Fund may not with respect to 75% of the Fund's total assets, purchase
the securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities, or securities of
other investment companies) if, as a result, (i) more than 5% of the Fund's
total assets would be invested in the securities of that issuer, or (ii) the
Fund would hold more than 10% of the outstanding voting securities of that
issuer;
(2) The Fund may not underwrite securities of other issuers, except insofar as
it may be deemed to be an underwriter under the 1933 Act in connection with the
disposition of the Fund's portfolio securities;
(3) The Fund may not borrow money, except that the Fund may borrow money in an
amount not exceeding 33 1/3 % of its total assets (including the amount
borrowed) less liabilities (other than the borrowings);
(4) The Fund may not issue senior securities, except as permitted under the 1940
Act;
(5) The Fund may not lend any security or make any loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to repurchase
agreements;
(6) The Fund may not purchase or sell physical commodities; however, this policy
shall not prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars, and other
financial instruments;
(7) The Fund may not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities or
F-6
other instruments backed by real estate or securities of companies engaged in
the real estate business);
(8) The Fund may not purchase any securities of an issuer in a particular
industry if as a result 25% or more of its total assets (taken as market value
at the time of purchase) would be invested in securities of issuers whose
principal business activities are in the same industry; provided however, that
the Fund will invest 25% or more of its assets in one or more technology-related
industries; and
(9) The Fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company managed by AIM or an affiliate or a successor
thereof, with substantially the same fundamental investment objective, policies,
and limitations as the Fund.
AIM UTILITIES FUND
(1) The Fund may not with respect to 75% of the Fund's total assets, purchase
the securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any of its agencies or instrumentalities, or securities of
other investment companies) if, as a result, (i) more than 5% of the Fund's
total assets would be invested in the securities of that issuer, or (ii) the
Fund would hold more than 10% of the outstanding voting securities of that
issuer;
(2) The Fund may not underwrite securities of other issuers, except insofar as
it may be deemed to be an underwriter under the 1933 Act in connection with the
disposition of the Fund's portfolio securities;
(3) The Fund may not borrow money, except that the Fund may borrow money in an
amount not exceeding 33 1/3 % of its total assets (including the amount
borrowed) less liabilities (other than the borrowings);
(4) The Fund may not issue senior securities, except as permitted under the 1940
Act;
(5) The Fund may not lend any security or make any loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to repurchase
agreements;
(6) The Fund may not purchase or sell physical commodities; however, this policy
shall not prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars, and other
financial instruments;
(7) The Fund may not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(8) The Fund may not purchase any securities of an issuer in a particular
industry if as a result 25% or more of its total assets (taken as market value
at the time of purchase) would be invested in securities of issuers whose
principal business activities are in the same industry; provided
F-7
however, that the Fund will invest 25% or more of its assets in one or more
utilities-related industries; and
(9) The Fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company managed by AIM or an affiliate or a successor
thereof, with substantially the same fundamental investment objective, policies,
and limitations as the Fund.
PREMIER PORTFOLIO
(1) The Fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities or municipal securities or securities issued or guaranteed by
domestic banks, including U.S. branches of foreign banks and foreign branches of
U.S. banks) if, as a result, more than 25% of the Fund's total assets would be
invested in the securities of companies whose principal business activities are
in the same industry;
(2) Except to the extent permitted by Rule 2a-7 promulgated under the 1940 Act,
or any successor rule thereto, the Fund may not purchase the securities of any
issuer (other than securities issued or guaranteed by the U.S. government or any
of its agencies or instrumentalities, or securities of other investment
companies) if, as a result, (i) more than 5% of the Fund's total assets would be
invested in the securities of that issuer, or (ii) the Fund would hold more than
10% of the outstanding voting securities of that issuer;
(3) The Fund may not underwrite securities of other issuers, except insofar as
it may be deemed to be an underwriter under the 1933 Act in connection with the
disposition of the Fund's portfolio securities;
(4) The Fund may not borrow money, except that the Fund may borrow money in an
amount not exceeding 33 1/3 % of its total assets (including the amount
borrowed) less liabilities (other than the borrowings);
(5) The Fund may not issue senior securities, except as permitted under the 1940
Act;
(6) The Fund may not lend any security or make any loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to repurchase
agreements;
(7) The Fund may not purchase or sell physical commodities; however, this policy
shall not prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars, and other
financial instruments;
(8) The Fund may not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business); and
F-8
(9) The Fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company managed by AIM or an affiliate or a successor
thereof, with substantially the same fundamental investment objective, policies,
and limitations as the Fund.
PREMIER TAX-EXEMPT PORTFOLIO
(1) The Fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities or municipal securities) if, as a result, more than 25% of the
Fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(2) Except to the extent permitted by Rule 2a-7 promulgated under the 1940 Act,
or any successor rule thereto, the Fund may not purchase the securities of any
issuer (other than securities issued or guaranteed by the U.S. government or any
of its agencies or instrumentalities, or securities of other investment
companies) if, as a result, (i) more than 5% of the Fund's total assets would be
invested in the securities of that issuer, or (ii) the Fund would hold more than
10% of the outstanding voting securities of that issuer;
(3) The Fund may not underwrite securities of other issuers, except insofar as
it may be deemed to be an underwriter under the 1933 Act in connection with the
disposition of the Fund's portfolio securities;
(4) The Fund may not borrow money, except that the Fund may borrow money in an
amount not exceeding 33 1/3 % of its total assets (including the amount
borrowed) less liabilities (other than the borrowings);
(5) The Fund may not issue senior securities, except as permitted under the 1940
Act;
(6) The Fund may not lend any security or make any loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to repurchase
agreements;
(7) The Fund may not purchase or sell physical commodities; however, this policy
shall not prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars, and other
financial instruments;
(8) The Fund may not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(9) The Fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company managed by AIM or an affiliate or a successor
thereof, with substantially the same fundamental investment objective, policies,
and limitations as the Fund; and
F-9
(10) Under normal market conditions, the Fund must have at least 80% of its net
assets invested in municipal obligations that, based on the opinion of counsel
to the issuer, pay interest free from federal income tax.
PREMIER U.S. GOVERNMENT MONEY PORTFOLIO
(1) The Fund may not purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. government or any of its agencies or
instrumentalities or municipal securities) if, as a result, more than 25% of the
Fund's total assets would be invested in the securities of companies whose
principal business activities are in the same industry;
(2) Except to the extent permitted by Rule 2a-7 promulgated under the 1940 Act,
or any successor rule thereto, the Fund may not purchase the securities of any
issuer (other than securities issued or guaranteed by the U.S. government or any
of its agencies or instrumentalities, or securities of other investment
companies) if, as a result, (i) more than 5% of the Fund's total assets would be
invested in the securities of that issuer, or (ii) the Fund would hold more than
10% of the outstanding voting securities of that issuer;
(3) The Fund may not underwrite securities of other issuers, except insofar as
it may be deemed to be an underwriter under the 1933 Act in connection with the
disposition of the Fund's portfolio securities;
(4) The Fund may not borrow money, except that the Fund may borrow money in an
amount not exceeding 33 1/3 % of its total assets (including the amount
borrowed) less liabilities (other than the borrowings);
(5) The Fund may not issue senior securities, except as permitted under the 1940
Act;
(6) The Fund may not lend any security or make any loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but this
limitation does not apply to the purchase of debt securities or to repurchase
agreements;
(7) The Fund may not purchase or sell physical commodities; however, this policy
shall not prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars, and other
financial instruments;
(8) The Fund may not purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business); and
(9) The Fund may, notwithstanding any other fundamental investment policy or
limitation, invest all of its assets in the securities of a single open-end
management investment company managed by AIM or an affiliate or a successor
thereof, with substantially the same fundamental investment objective, policies,
and limitations as the Fund.
F-10
EXHIBIT G
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."
G-1
EXHIBIT H
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
Position(s) Held with Trust Since Name of Trust(s) Principal Occupation(s) During Past 5 Years
- --------------------------- ------- ------------------------------ ---------------------------------------------------------
Philip A. Taylor(1) - 1954 Information about Mr. Taylor is presented earlier in
President and Principal 2006 AIM Counselor Series Trust this proxy statement under "Proposal 1 - Election of
Executive Officer AIM International Mutual Funds Trustees - Who Are the Nominees? - Nominees Who
AIM Sector Funds Currently Are Interested Persons"
Executive Vice President AIM Treasurer's Series 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.
Karen Dunn Kelley - 1960 2003 AIM Treasurer's Series Trust Head of INVESCO's World Wide Fixed Income and Cash
President and Principal Management Group; Director of Cash Management and
Executive Officer Senior Vice President, A I M Advisors, Inc. and A I M
Capital Management, Inc.; Executive Vice President, A I M
Vice President 2004 AIM International Mutual Funds Distributors, Inc.; Vice President, The AIM Family of
Funds(R) (other than AIM Treasurer's Series Trust,
2003 AIM Counselor Series Trust Short-Term Investments Trust and Tax-Free Investments
AIM Sector Funds 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)
H-1
Name, Year of Birth and Officer
Position(s) Held with Trust Since Name of Trust(s) Principal Occupation(s) During Past 5 Years
- --------------------------- ------- ------------------------------ ---------------------------------------------------------
Russell C. Burk - 1958 2005 AIM Counselor Series Trust Senior Vice President and Senior Officer, The AIM
Senior Vice President and AIM International Mutual Funds Family of Funds(R)
Senior Officer AIM Sector Funds
AIM Treasurer's Series Trust Formerly: Director of Compliance and Assistant General
Counsel, ICON Advisers, Inc.; Financial Consultant,
Merrill Lynch; General Counsel and Director of
Compliance, ALPS Mutual Funds, Inc.
John M. Zerr - 1962 2006 AIM Counselor Series Trust Director, Senior Vice President, Secretary and General
Senior Vice President, AIM International Mutual Funds Counsel, A I M Management Group Inc.,
Chief Legal Officer and AIM Sector Funds A I M Advisors, Inc. and A I M Capital Management,
Secretary AIM Treasurer's Series Trust Inc.; Director, Vice President and Secretary, INVESCO
Distributors, Inc. and AIM 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)
H-2
Name, Year of Birth and Officer
Position(s) Held with Trust Since Name of Trust(s) Principal Occupation(s) During Past 5 Years
- --------------------------- ------- ------------------------------ ---------------------------------------------------------
Lisa O. Brinkley - 1959 2004 AIM Counselor Series Trust Global Compliance Director, INVESCO PLC; and Vice
Vice President AIM International Mutual Funds President, The AIM Family of Funds(R)
AIM Sector Funds
AIM Treasurer's Series Trust Formerly: Senior Vice President,
A I M Management Group Inc.; Senior Vice 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
Kevin M. Carome - 1956 2003 AIM Counselor Series Trust Senior Vice President and General Counsel, INVESCO PLC;
Vice President AIM International Mutual Funds Director, INVESCO Funds Group, Inc.; Director and
AIM Sector Funds Secretary, IVZ, Inc. and INVESCO Group Services, Inc.;
AIM Treasurer's Series Trust Secretary, INVESCO North America Holdings, Inc.; and
Vice President, The 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
H-3
Name, Year of Birth and Officer
Position(s) Held with Trust Since Name of Trust(s) Principal Occupation(s) During Past 5 Years
- --------------------------- ------- ------------------------------ ---------------------------------------------------------
Sidney M. Dilgren - 1961 2004 AIM Counselor Series Trust Vice President, A I M Advisors, Inc. and A I M Capital
Vice President, Treasurer AIM International Mutual Funds Management Inc.; and Vice President, Treasurer and
and Principal Financial AIM Sector Funds Principal Financial Officer, The AIM Family of Funds(R)
Officer AIM Treasurer's Series Trust
Formerly: Fund Treasurer, A I M Advisors, Inc.; Senior
Vice President, AIM Investment Services, Inc. and Vice
President, A I M Distributors, Inc.
Lance A. Rejsek - 1967 2005 AIM Counselor Series Trust Anti-Money Laundering Compliance Officer, A I M
Anti-Money Laundering AIM International Mutual Funds Advisors, Inc., A I M Capital Management, Inc., A I M
Compliance Officer AIM Sector Funds Distributors, Inc., AIM Investment Services, Inc., AIM
AIM Treasurer's Series Trust Private Asset Management, Inc. 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 Counselor Series Trust Senior Vice President, A I M Management Group Inc.;
Chief Compliance Officer AIM International Mutual Funds Senior Vice President and Chief Compliance Officer, A I M
AIM Sector Funds Advisors, Inc. and A I M Capital Management, Inc.; Chief
AIM Treasurer's Series Trust Compliance Officer, The AIM 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 Compliance Officer, Chief
Operating Officer and
H-4
Name, Year of Birth and Officer
Position(s) Held with Trust Since Name of Trust(s) Principal Occupation(s) During Past 5 Years
- --------------------------- ------- ------------------------------ ---------------------------------------------------------
Deputy General Counsel, American General Investment
Management
H-5
EXHIBIT I
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 COUNSELOR SERIES TRUST
NAME OF TRUSTEE/ NUMBER OF SHARES OF THE FUNDS PERCENT OF
NOMINEE/ OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS*
- ---------------- --------------------- ----------------------------- ----------
James T. Bunch....................... AIM Floating Rate 121.222 *
Fund
(Class A)
AIM Select Real 102.969 *
Estate Income Fund
(Class A)
Bruce L. Crockett.................... AIM Select Real 205.928 *
Estate Income Fund
(Class A)
Albert R. Dowden..................... AIM Structured Value 2,950.853 2%
Fund
(Class A)
Lewis F. Pennock..................... AIM Select Real 205.928 *
Estate Income Fund
(Class A)
Raymond Stickel, Jr. ................ AIM Multi-Sector 1,031.637 *
Fund
(Class A)
All Trustees, Nominees, And Current AIM Floating Rate 121.222 *
Executive Officers As A Group Fund
(Class A)
AIM Multi-Sector 1,031.637 *
Fund
(Class A)
AIM Select Real 514.825 *
Estate Income Fund
(Class A)
AIM Structured Value 2,950.928 2%
Fund
(Class A)
I-1
AIM INTERNATIONAL MUTUAL FUNDS
NAME OF TRUSTEE/ NUMBER OF SHARES OF THE FUNDS PERCENT OF
NOMINEE/ OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS*
- ---------------- --------------------- ----------------------------- ----------
Martin L. Flanagan................... AIM International 156.569 *
Growth Fund
(Institutional Class)
Frank S. Bayley...................... AIM Asia Pacific 2,041.416 *
Growth Fund
(Class A)
AIM European Growth 651.829 *
Fund
(Class A)
AIM Global Growth 674.312 *
Fund
(Class A)
Bruce L. Crockett.................... AIM International 77.924 *
Growth Fund
(Class A)
Albert R. Dowden..................... AIM Asia Pacific 1,146.504 *
Growth Fund
(Class A)
AIM European Growth 749.295 *
Fund
(Class A)
Lewis F. Pennock..................... AIM Asia Pacific 202.265 *
Growth Fund
(Class A)
AIM European Growth 119.962 *
Fund
(Class A)
AIM International 481.900 *
Core Equity Fund
(Class A)
AIM International 176.322 *
Growth Fund
(Class A)
Ruth H. Quigley...................... AIM Asia Pacific 2,630.398 *
Growth Fund
(Class A)
I-2
Larry Soll........................... AIM Global 1,895.507 *
Aggressive Growth
Fund
(Class A)
John M. Zerr......................... AIM European Growth 391.809 *
Fund
(Investor Class)
AIM International 139.731 *
Growth Fund
(Institutional Class)
Lisa O. Brinkley..................... AIM International 275.704 *
Growth Fund
(Institutional Class)
Kevin M. Carome...................... AIM International 400.716 *
Growth Fund
(Institutional Class)
Sidney M. Dilgren.................... AIM International 3,381.567 *
Growth Fund
(Institutional Class)
Karen Dunn Kelley.................... AIM International 1,740.123 *
Growth Fund
(Institutional Class)
Lance A. Rejsek...................... AIM International 3,149.087 *
Growth Fund
(Institutional Class)
Todd L. Spillane..................... AIM International 821.737 *
Growth Fund
(Institutional Class)
All Trustees, Nominees, And Current AIM Asia Pacific 6020.583 *
Executive Officers As A Group Growth Fund
(Class A)
AIM European Growth 1521.086 *
Fund
(Class A)
AIM European Growth 391.809 *
Fund
(Investor Class)
I-3
AIM Global 1895.507 *
Aggressive Growth
Fund
(Class A)
AIM Global Growth 674.312 *
Fund
(Class A)
AIM International 481.900 *
Core Equity Fund
(Class A)
AIM International 254.246 *
Growth Fund
(Class A)
AIM International 10,065.234 *
Growth Fund
(Institutional Class)
AIM SECTOR FUNDS
NAME OF TRUSTEE/ NUMBER OF SHARES OF THE FUNDS PERCENT OF
NOMINEE/ OFFICER FUND AND CLASS OWNED BENEFICIALLY CLASS*
- ---------------- --------------------- ----------------------------- ----------
Albert R. Dowden..................... AIM Energy Fund 722.524 *
(Class A)
Ruth H. Quigley...................... AIM Energy Fund 1266.953 *
(Class A)
AIM Gold & Precious 621.030 *
Metals Fund
(Investor Class)
Larry Soll........................... AIM Energy Fund 1520.455 *
(Investor Class)
AIM Financial 1,556.494 *
Services Fund
(Investor Class)
AIM Gold & Precious 14,987.383 *
Metals Fund
(Investor Class)
AIM Leisure Fund 616.620 *
(Investor Class)
I-4
AIM Technology Fund 1,685.267 *
(Investor Class)
Raymond Stickel, Jr. ................ AIM Leisure Fund 590.319 *
(Class A)
Lance A. Rejsek...................... AIM Energy Fund 230.780 *
(Class A)
All Trustees, Nominees, And Current AIM Energy Fund 2,220.257 *
Executive Officers As A Group (Class A)
AIM Energy Fund 1,520.455 *
(Investor Class)
AIM Financial 1,556.494 *
Services Fund
(Investor Class)
AIM Gold & Precious 15,608.413 *
Metals Fund
(Investor Class)
AIM Leisure Fund 590.319 *
(Class A)
AIM Leisure Fund 616.620 *
(Investor Class)
AIM 1685.267 *
Technology Fund
(Investor Class)
I-5
AIM TREASURER'S SERIES TRUST
To the best knowledge of AIM Treasurer's Series 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 Premier Portfolio, Premier Tax-Exempt
Portfolio or Premier U.S. Government Money 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.
I-6
EXHIBIT J
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.
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
AIM COUNSELOR SERIES TRUST
AIM FLOATING RATE FUND
Pershing LLC Class A 3,378,243.61 14.93%
1 Pershing Plz
Jersey City, NJ 07399-0001
Charles Schwab & Co Inc Class A 2,038,779.39 9.01%
Special Custody FBO Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Merrill Lynch Pierce Fenner & Smith Class C 1,896,051.43 19.15%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class C 1,508,048.10 15.23%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class C 653,260.89 6.60%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Morgan Stanley DW Class C 531,932.58 5.37%
Attn Mutual Fund Administration
3 Harborside PL L 6
J-1
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Jersey City, NJ 07311-3907
George E Prescott Class R 7,488.70 31.90%
George E Prescott
4 Windward Ln
Scarborough, ME 04074-8244
Judith C Foss Class R 2,764.41 11.77%
Judith C Foss
336 Cousins St
Yarmouth, ME 04096-5508
Ryder Creative Inc Class R 2,305.95 9.82%
Thomas A Ryder
5 Old Oregon Trl
Acton, MA 01720-7744
Jennifer R Jacobson Class R 2,115.05 9.01%
Jennifer R Jacobson
P.O. Box 677
Yarmouth, ME 04096-0677
MG Trustco 401K Class R 1,708.54 7.28%
FBO Heifer International Foundation
403B
700 17th St Ste 300
Denver, CO 80202-3531
MG Trustco Cust FBO Class R 1,534.88 6.54%
Heifer International Foundation Emp
700 17th St Ste 300
Denver, CO 80202-3531
American Express Investment SVCS Class R 1,222.22 5.21%
P.O. Box 9446
Minneapolis, MN 55474-0001
AIM Moderate Asset Allocation Fund Institutional Class 2,611,011.73 44.19%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Conservative Asset Allocation Institutional Class 966,811.62 16.36%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Income Allocation Institutional Class 752,497.55 12.73%
Omnibus Account
c/o AIM Advisors
J-2
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderately Conservative Institutional Class 605,292.79 10.24%
Allocation Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
Wells Fargo Investments LLC Institutional Class 604,371.93 10.23%
625 Marquette Ave S 13th Fl
Minneapolis, MN 55402-2308
AIM MULTI-SECTOR FUND
Charles Schwab & Co Inc Class A 5,978,223.46 33.69%
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Pershing LLC Class A 1,794,949.77 10.11%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 484,039.98 15.76%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class C 754,185.20 22.01%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Class C 237,481.73 6.93%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
AIM Growth Allocation Institutional Class 2,992,771.54 52.49%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Asset Allocation Fund Institutional Class 1,274,403.12 22.35%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Growth Allocation Institutional Class 1,215,404.50 21.32%
Fund Omnibus Account
J-3
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM SELECT REAL ESTATE INCOME FUND
Citigroup Global Markets House Class A 3,053,315.49 23.49%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class A 1,448,653.90 11.15%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Charles Schwab & Co Inc Class A 685,102.47 5.27%
101 Montgomery St
San Francisco, CA 94104-4151
Pershing LLC Class B 2,469.83 20.24%
1 Pershing Plz
Jersey City, NJ 07399-0001
Joseph F Dimaria Class B 1,600.85 13.12%
Joseph F Dimaria
602 Place Du Bois
Mandeville, LA 70471-1720
ANTC Class B 1,144.26 9.38%
Atlas Engineering Inc
Tom Caldwell
6205 Winthrop Dr
Raleigh, NC 27612-2145
Morgan Stanley DW Class B 958.63 7.85%
Attn: Mutual Fund Operations
3 Harborside PL FL 6
Jersey City, NJ 07311-3907
American Enterprise Investment SVCS Class B 656.13 5.38%
P.O. Box 9446
Minneapolis, MN 55474-0001
J-4
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
NFS LLC Class B 612.25 5.02%
NFS/FMTC IRA
FBO Robert C Wren II
6 Blueberry Ln
Stockton Spgs, ME 04981-4119
NFS LLC FBO Class C 8,337.62 28.92%
George R McClelland
Catherine H McClelland
14000 Fox Run Ct
Phoenix, MD 21131-1852
Pershing LLC Class C 4,870.55 16.90%
1 Pershing Plz
Jersey City, NJ 07399-0001
Bon Temps Ventures Class C 3,201.67 11.11%
Robert E George
31325 Shannon Dr
Lacombe, LA 70445-2811
LPL Financial Services Class C 3,079.03 10.68%
9785 Towne Centre Dr
San Diego, CA 92121-1968
ANTC Cust Ira FBO Class C 1,983.82 6.88%
Joseph Prescia
3607 E Old Post Rd
New Iberia, LA 70560-8282
Carl G Danis Class C 1,467.06 5.09%
178 Old Post Rd
Arundel, ME 04046-7710
AIM Advisors Inc Institutional Class 599.11 100%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
AIM STRUCTURED CORE FUND
AIM Advisors Inc Class A 60,975.40 44.15%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
NFS LLC FEBO Class A 15,056.05 10.90%
Merrill Lynch BK & TR Co FSB
210 West 90th Street #6B
New York, NY 10024-1242
J-5
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Charles Schwab & Co Inc Class A 11,189.85 8.10%
Special Custody FBO Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
AIM Advisors Inc Class B 60,599.92 82.54%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
AIM Advisors Inc Class C 60,599.92 64.56%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
Merrill Lynch Pierce Fenner & Smith Class C 17,561.06 18.71%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
AIM Advisors Inc Class R 60,881.12 99.40%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
AIM Advisors Inc Institutional Class 61,063.69 72.68%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
Frank Cristo & Jeffrey Isaacs TTEES Institutional Class 22,949.25 27.32%
District #15 Ordinary Life Fund UA
43 N Central Avenue
Valley Stream, NY 11580-3897
AIM STRUCTURED GROWTH FUND
Merrill Lynch Pierce Fenner & Smith Class A 162,817.82 24.57%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class A 132,971.69 20.07%
1 Pershing Plz
Jersey City, NJ 07399-0001
J-6
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Morgan Stanley DW Class A 121,258.03 18.30%
Attn: Mutual Fund Operations
3 Harborside PL FL 6
Jersey City, NJ 07311-3907
Charles Schwab & Co Inc Class A 36,050.69 5.44%
Special Custody FBO Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
LPL Financial Services Class B 5,713.90 9.85%
9785 Towne Centre Drive
San Diego, CA 92121-1968
Merrill Lynch Pierce Fenner & Smith Class B 5,246.75 9.05%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
ANTC Cust IRA Class B 3,641.01 6.28%
FBO Timothy Donovan
2504 Gardens Pkwy
Palm Bch Gdns, FL 33410-2934
NFS LLC FBO Class B 2,998.42 5.17%
Bruce Jacobs
P.O. Box 204
Richmond, VT 05477-0204
Merrill Lynch Pierce Fenner & Smith Class C 140,569.22 67.43%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Charles Schwab & Co Inc Class C 30,408.68 14.59%
Special Custody Acct FBO Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
AMOSKEAG Chiropractic Inc Class R 514.14 44.83%
Edward J Rusher
357 Coolidge Ave
Manchester, NH 03102-3206
J-7
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
AIM Advisors Inc Class R 316.46 27.59%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
AMOSKEAG Chiropractic Inc Class R 298.97 26.07%
Eleanor Rusher
357 Coolidge Ave
Manchester, NH 03102-3206
AIM Growth Allocation Institutional Class 6,164,271.67 42.45%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Asset Allocation Fund Institutional Class 4,101,572.11 28.25%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Growth Allocation Institutional Class 3,442,141.62 23.70%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM STRUCTURED VALUE FUND
USHA Balasubramanian & Class A 24,280.58 14.21%
Bala Balasubramanian JTWROS
1240 Normandy Dr
Blue Bell, PA 19422-1432
Robert L Shoss & Class A 15,323.99 8.97%
Elizabeth K Shoss JTWROS
5320 Braeburn Dr
Bellaire, TX 77401-4802
Charles Schwab & Co Inc Class A 13,676.00 8.00%
Special Custody FBO Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Pershing LLC Class A 10,356.72 6.06%
1 Pershing Plz
Jersey City, NJ 07399-0001
J-8
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Merrill Lynch Pierce Fenner & Smith Class A 9,620.42 5.63%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class B 3,824.53 6.19%
1 Pershing Plz
Jersey City, NJ 07399-0001
Raymond James & Assoc Inc Class C 1,669.45 9.86%
FBO Cruse J&L
880 Carillon Pkwy
St Petersburg, FL 33716-1100
Window Treatments By Susan Class C 1,441.08 8.52%
Susan T Keck
910 Bear Claw Way
Madison, WI 53717-2749
ANTC Class C 1,390.87 8.22%
Victorian Sales
William T Spangler
536 Smith Ct
Robertsville, MO 63072-1938
Resources Trust Company Class C 1,278.35 7.55%
FBO Richard A Pierce
P.O. Box 5900
Denver, CO 80217-5900
Resources Trust Company Class C 1,203.47 7.11%
FBO Joan R Higley
P.O. Box 5900
Denver, CO 80217-5900
Pershing LLC Class C 1,015.40 6.00%
1 Pershing Plz
Jersey City, NJ 07399-0001
ANTC Class C 859.57 5.08%
Capital Q
Kelly Bleak
P.O. Box 823
Heber, AZ 85928-0823
ANTC CUST IRA Class C 855.95 5.06%
FBO Gary R Warren
18 Dunmow Cres
Fairport, NY 14450-3837
J-9
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
ANTC Class C 849.07 5.02%
Sudon Brothers Inc
Joseph Sudon
4958 Maple St
Vienna, OH 44473-9632
AMOSKEAG Chiropractic Inc Class R 496.84 52.82%
Edward J Rusher
357 Coolidge Ave
Manchester, NH 03102-3206
AMOSKEAG Chiropractic Inc Class R 290.31 30.86%
Eleanor Rusher
357 Coolidge Ave
Manchester, NH 03102-3206
AIM Advisors Inc Class R 123.74 13.15%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
AIM Growth Allocation Institutional Class 5,246,443.81 43.46%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Asset Allocation Fund Institutional Class 3,189,977.92 26.43%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Growth Allocation Institutional Class 2,842,036.59 23.54%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM INTERNATIONAL MUTUAL FUNDS
AIM ASIA PACIFIC GROWTH FUND
Pershing LLC Class A 1,659,823.19 9.05%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class A 1,632,993.15 8.90%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
J-10
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Pershing LLC Class B 336,645.05 12.12%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class B 229,529.97 8.26%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class B 158,189.93 5.69%
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 1,069,263.58 27.11%
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 363,322.15 9.21%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Pershing LLC Class C 256,481.36 6.50%
1 Pershing Plz
Jersey City, NJ 07399-0001
AIM EUROPEAN GROWTH FUND
Merrill Lynch Pierce Fenner & Smith Class A 1,859,426.26 8.36%
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 1,632,319.28 7.33%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Pershing LLC Class A 1,595,822.65 7.17%
1 Pershing Plz
Jersey City, NJ 07399-0001
Charles Schwab & Co Inc Class A 1,511,553.72 6.79%
Reinvestment Account
101 Montgomery St
San Francisco, CA 94104-4151
J-11
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Pershing LLC Class B 377,682.28 9.87%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class B 364,770.99 9.53%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class B 216,940.95 5.67%
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 928,285.09 23.67%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class C 665,544.10 16.97%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class C 230,106.11 5.87%
1 Pershing Plz
Jersey City, NJ 07399-0001
State Street Bank & Trust Co Cust Class R 152,083.01 29.74%
For Various Symetra Retirement
Plans
801 Pennsylvania Ave
Kansas City, MO 64105-1307
Hartford Life Insurance Co Separate Class R 99,576.54 19.47%
Account 401K
P.O. Box 2999
Hartford, CT 06104-2999
Reliance Trust Company Cust FBO Class R 29,014.62 5.67%
Grand Rapids Ophthalmology PC
3300 Northeast Expy Ste 20
Atlanta, GA 30341-3932
Reliance Trust Company Custodian Class R 27,050.72 5.29%
FBO Morley Incentives
401K Profit Sharing Plan & Trust
P.O. Box 48529
Atlanta, GA 30362-1529
J-12
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Charles Schwab & Co Inc Investor Class 1,835,165.56 23.96%
Special Custody FBO Customers
(SIM)
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Nat'l Financial Services Corp Investor Class 949,788.89 12.40%
The Exclusive Benefit of Cust
One World Financial Center
200 Liberty St 5th Fl
Attn: Kate- Recon
New York, NY 10281-5503
FIIOC Agent Investor Class 538,772.69 7.03%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987
AIM GLOBAL AGGRESSIVE GROWTH FUND
Merrill Lynch Pierce Fenner & Smith Class A 2,969,865.80 8.57%
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 2,462,415.55 7.11%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Pershing LLC Class A 2,274,418.59 6.56%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 351,110.91 6.86%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class B 303,936.09 5.94%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class C 243,979.37 14.93%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
J-13
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Citigroup Global Markets House Class C 151,895.78 9.30%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Pershing LLC Class C 121,849.95 7.46%
1 Pershing Plz
Jersey City, NJ 07399-0001
AIM Advisors Inc Institutional Class 359.45 100%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
AIM GLOBAL GROWTH FUND
Citigroup Global Markets House Class A 1,074,609.44 8.50%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class A 865,992.99 6.85%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class A 653,493.11 5.17%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 218,162.67 7.24%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Pierce Fenner & Smith Class B 173,183.50 5.75%
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 158,409.23 14.97%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class C 82,215.49 7.77%
1 Pershing Plz
Jersey City, NJ 07399-0001
J-14
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Citigroup Global Markets House Class C 59,830.40 5.65%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
AIM Advisors Inc Institutional Class 368.87 100%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
AIM INTERNATIONAL GROWTH FUND
Merrill Lynch Pierce Fenner & Smith Class A 22,996,536.43 29.02%
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 B 1,234,390.17 16.58%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
Pershing LLC Class B 665,246.97 8.93%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class B 417,845.98 5.61%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Pierce Fenner & Smith Class C 3,212,428.49 39.75%
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 612,406.81 7.58%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Morgan Stanley DW Class C 523,817.15 6.48%
Attn: Mutual Fund Operations
3 Harborside PL Fl 6
Jersey City, NJ 07311-3907
J-15
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Merrill Lynch Pierce Fenner & Smith Class R 232,501.34 17.39%
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 92,897.51 6.95%
Account 401K
P.O. Box 2999
Hartford, CT 06104-2999
Wachovia Bank FBO Class R 73,139.50 5.47%
Robb & Stuckey LLLP 401 K
NC 1151
1525 West WT Harris Blvd
Charlotte, NC 28288-0001
Merrill Lynch Pierce Fenner & Smith Institutional Class 5,018,611.97 22.25%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East 2nd Fl
Jacksonville, FL 32246-6484
First Command Bank Trust Institutional Class 4,312,091.79 19.12%
FBO First Command SIP
Attention: Trust Department
P.O. Box 901075
Fort Worth, TX 76101-2075
AIM Growth Allocation Institutional Class 2,666,811.66 11.82%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM International Allocation Fund Institutional Class 2,636,572.82 11.69%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Asset Allocation Fund Institutional Class 1,703,941.10 7.56%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Growth Allocation Institutional Class 1,588.232.30 7.04%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
J-16
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
AIM INTERNATIONAL CORE EQUITY FUND
Merrill Lynch Class A 672,360.52 11.61%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
Pershing LLC Class A 329,455.50 5.69%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Class B 209,537.60 10.66%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
Pershing LLC Class B 131,822.88 6.71%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Class C 1,376,132.25 44.46%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
MG Trust Co Cust Class R 20,839.74 8.14%
Bracing Systems Inc 401K Pensio
700 17th St Ste 300
Denver, CO 80202-3531
Reliance Trust Company Cust FBO Class R 20,422.50 7.98%
William J Kamm and Sons Inc 401K
Plan
P.O. Box 48529
Atlanta, GA 30362-1529
Orchard Trust LLC FBO Class R 14,172.39 5.54%
Employee Benefits
c/o Great West Life
Attn: Mutual Fund Trading 272
8515 E Orchard Rd
Englewood, CA 80111-5002
AIM International Allocation Fund Institutional Class 8,752,340.69 36.47%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Growth Allocation Fund Institutional Class 5,684,250.23 23.69%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
J-17
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
AIM Moderate Asset Allocation Fund Institutional Class 4,841,440.90 20.18%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
AIM Moderate Growth Allocation Institutional Class 3,385,694.08 14.11%
Fund Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
Charles Schwab & Co Inc Investor Class 196,133.26 7.49%
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 178,618.82 6.82%
Merrill Lynch B&T Co FSB TTEE
401K Retirement & Savings Pln
For Employees of Fairfield Inc
P.O. Box 7940
Lafayette, IN 47903-7940
AIM SECTOR FUNDS
AIM ENERGY FUND
Pershing LLC Class A 2,035,377.82 13.16%
1 Pershing Plz
Jersey City, NJ 07399-0001
Charles Schwab & Co Inc Class A 1,672,755.93 10.81%
Special Custody Acct For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Merrill Lynch Class A 870,545.42 5.63%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
Pershing LLC Class B 488,315.38 14.13%
1 Pershing Plz
Jersey City, NJ 07399-0001
J-18
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Citigroup Global Markets House Class B 335,622.55 9.71%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Merrill Lynch Class B 178,771.69 5.17%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
Merrill Lynch Class C 639,105.51 13.96%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
Citigroup Global Markets House Class C 592,986.70 12.96%
Attn: Cindy Tempesta 7th Fl
333 W 34th St
New York, NY 10001-2402
Pershing LLC Class C 479,198.71 10.47%
1 Pershing Plz
Jersey City, NJ 07399-0001
Nat'l Financial Services Corp Institutional Class 26,958.33 81.74%
The Exclusive Benefit of Cust
One World Financial Center
200 Liberty Street 5th Fl
Attn: Kate - Recon
New York, NY 10281-5503
Pershing LLC Institutional Class 4,079.36 12.37%
1 Pershing Plz
Jersey City, NJ 07399-0001
Charles Schwab & Co Inc Investor Class 1,980,823.17 15.46%
Special Custody Acct For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Nat'l Financial Services Corp Investor Class 1,525,964.22 11.91%
The Exclusive Benefit of Cust
One World Financial Center
200 Liberty Street 5th Fl
Attn: Kate - Recon
New York, NY 10281-5503
Citigroup Global Markets Inc Investor Class 870,033.31 6.79%
333 W 34th St- 3Rd Fl
New York, NY 10001-2402
J-19
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Nationwide Trust Company FSB Investor Class 797,403.30 6.22%
c/o IPO Portfolio Acct
P.O. Box 182029
Columbus, OH 43218-2029
AIM FINANCIAL SERVICES FUND
Pershing LLC Class A 266,266.50 12.34%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Class A 113,431.83 5.26%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
Charles Schwab & Co Inc Class A 111,093.97 5.15%
Special Custody Acct For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Pershing LLC Class B 173,290.80 14.10%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class B 77,184.37 6.28%
Attn: Cindy Tempesta 7th Fl
333 W 34th St- 3Rd Fl
New York, NY 10001-2402
Merrill Lynch Class B 62,033.35 5.05%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
Pershing LLC Class C 73,194.67 14.93%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Class C 48,800.67 9.95%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
Charles Schwab & Co Inc Investor Class 3,552,728.48 22.22%
Special Custody Acct For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
J-20
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Nat'l Financial Services Corp Investor Class 941,203.09 5.89%
The Exclusive Benefit of Cust
One World Financial Center
200 Liberty Street 5th Fl
Attn: Kate - Recon
New York, NY 10281-5503
AIM GOLD & PRECIOUS METALS FUND
Pershing LLC Class A 1,751,733.64 17.73%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 1,032,184.90 24.95%
1 Pershing Plz
Jersey City, NJ 07399-0001
Citigroup Global Markets House Class B 212,156.41 5.13%
Attn: Cindy Tempesta 7th Fl
333 W 34th St- 3Rd Fl
New York, NY 10001-2402
Citigroup Global Markets House Class C 360,634.74 10.58%
Attn: Cindy Tempesta 7th Fl
333 W 34th St- 3Rd Fl
New York, NY 10001-2402
Pershing LLC Class C 346,873.12 10.18%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Class C 310,589.64 9.11%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
Charles Schwab & Co Inc Investor Class 3,344,176.52 15.26%
Special Custody Acct For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Nat'l Financial Services Corp Investor Class 2,410,560.32 11.00%
The Exclusive Benefit of Cust
One World Financial Center
200 Liberty Street 5th Fl
Attn: Kate - Recon
New York, NY 10281-5503
J-21
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
AIM LEISURE FUND
Charles Schwab & Co Inc Class A 892,146.31 23.54%
Special Custody Acct For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Pershing LLC Class A 487,728.62 12.87%
1 Pershing Plz
Jersey City, NJ 07399-0001
NFS LLC FBO Class A 264,428.37 6.98%
Transamerica Life Insurance
1150 S Olive St Ste 2700
Los Angeles, CA 90015-2211
Delaware Charter Guarantee & Trust Class A 203,702.34 5.38%
FBO Principal Financial Group Omnibus Qualified
711 High St
Des Moines, IA 50392-0001
Pershing LLC Class B 185,800.65 24.31%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Class C 161,379.25 14.71%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
Pershing LLC Class C 156,147.38 14.23%
1 Pershing Plz
Jersey City, NJ 07399-0001
MG Trustco TTEE TTEE Class R 4,147.41 22.33%
Frontier Trustco
LH Gault & Son Inc Retirement Sav
P.O. Box 10699
Fargo, ND 58106-0699
MG Trustco TTEE TTEE Class R 3,632.02 19.56%
Frontier Trustco
URY & Moskow LLC
P.O. Box 10699
Fargo, ND 58106-0699
MG Trustco Cust FBO Class R 3,034.01 16.34%
Community Bank Corp 401K P
700 17th St Ste 300
Denver, CO 80202-3531
J-22
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
NFS LLC FBO Class R 1,325.05 7.13%
Macatawa Bank DBA Zeel & Co
P.O. Box 3119
Holland, MI 49422-3119
Charles Schwab & Co Inc Investor Class 2,487,468.99 20.48%
Special Custody Acct For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Nat'l Financial Services Corp Investor Class 1,043,587.03 8.59%
The Exclusive Benefit of Cust
One World Financial Center
200 Liberty Street 5th Fl
Attn: Kate - Recon
New York, NY 10281-5503
AIM TECHNOLOGY FUND
NFS LLC FBO Class A 1,110,843.23 12.33%
Transamerica Life Insurance
1150 S Olive St Ste 2700
Los Angeles, CA 90015-2211
Citigroup Global Markets House Class A 559,694.77 6.21%
Attn: Cindy Tempesta 7th Fl
333 W 34th St- 3Rd Fl
New York, NY 10001-2402
Citigroup Global Markets House Class B 163,973.01 8.27%
Attn: Cindy Tempesta 7th Fl
333 W 34th St- 3Rd Fl
New York, NY 10001-2402
Pershing LLC Class B 145,692.61 7.35%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class C 53,849.92 7.21%
1 Pershing Plz
Jersey City, NJ 07399-0001
AIM Advisors Inc Institutional Class 320.67 100%
Attn: Corporate Controller
11 E Greenway Plz Ste 1919
Houston, TX 77046-1103
J-23
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Charles Schwab & Co Inc Investor Class 3,439,662.86 18.66%
Special Custody Acct For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
Nat'l Financial Services Corp Investor Class 1,040,038.25 5.64%
The Exclusive Benefit of Cust
One World Financial Center
200 Liberty Street 5th Fl
Attn: Kate - Recon
New York, NY 10281-5503
AIM UTILITIES FUND
Pershing LLC Class A 856,083.82 7.84%
1 Pershing Plz
Jersey City, NJ 07399-0001
Pershing LLC Class B 282,717.18 10.88%
1 Pershing Plz
Jersey City, NJ 07399-0001
Merrill Lynch Class C 138,508.88 12.38%
4800 Deer Lake Drive East
Jacksonville, FL 32246-6484
Pershing LLC Class C 120,892.35 10.81%
1 Pershing Plz
Jersey City, NJ 07399-0001
FIIOC Agent Institutional Class 572,166.70 58.35%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987
AIM Income Allocation Fund Institutional Class 408,455.96 41.65%
Omnibus Account
c/o AIM Advisors
11 E Greenway Plz Ste 100
Houston, TX 77046-1113
Charles Schwab & Co Inc Investor Class 1,125,108.85 21.18%
Special Custody Acct For The
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St
San Francisco, CA 94104-4151
J-24
NUMBER OF
NAME OF FUND AND SHARES OWNED PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER CLASS OF RECORD OWNED OF RECORD*
- -------------------------------- ------------------- ------------- ----------------
Nat'l Financial Services Corp Investor Class 325,075.53 6.12%
The Exclusive Benefit of Cust
One World Financial Center
200 Liberty Street 5th Fl
Attn: Kate - Recon
New York, NY 10281-5503
AIM TREASURER'S SERIES TRUST
PREMIER PORTFOLIO
Karen Dunn Kelley Investor Class 11,220,135.87 9.88%
1201 Beechwood Blvd
Pittsburgh, PA 15206-4519
Global Capital Management TR Investor Class 7,570,952.69 6.67%
Pension Plan
102 Lighthouse Cir Apt D
Tequesta, FL 33469-4701
PREMIER TAX-EXEMPT PORTFOLIO
Hubert L Harris JR & Investor Class 1,893,497.43 10.59%
Joan C Harris JTWROS
4606 Polo Ln SE
Atlanta, GA 30339-5346
Robert W Trudeau Trustee Investor Class 1,469,954.75 8.22%
Robert W Trudeau Trust
2 Parwood Ct
Johnson City, TN 37601-2179
L A Idler TR Investor Class 1,137,869.99 6.36%
2102 W Dry Creek Rd
Littleton, CO 80120-4421
Ralph H or Lynne J Jenkins JR JTWROS Investor Class 1,120,191.32 6.27%
39 Woodcrest Ave
Atlanta, GA 30309-1535
- ----------
* The Trusts have no knowledge of whether all or any portion of the shares
owned of record are also owned beneficially
J-25
EXHIBIT K
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 COUNSELOR SERIES TRUST
AIM Floating Rate Fund
AIM Multi-Sector Fund
AIM Select Real Estate Income Fund
AIM Structured Core Fund
AIM Structured Growth Fund
AIM Structured Value Fund
AIM INTERNATIONAL MUTUAL FUNDS
AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM International Core Equity Fund
AIM International Growth Fund
AIM SECTOR FUNDS
AIM Energy Fund
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Leisure Fund
AIM Technology Fund
AIM Utilities Fund
AIM TREASURER'S SERIES TRUST
Premier Portfolio
Premier Tax-Exempt Portfolio
Premier U.S. Government Money Portfolio
Aggregate Dollar Range of Equity
Securities in All Registered Investment
Companies Overseen By Trustee in the
AIM Funds Complex
K-1
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 COUNSELOR SERIES TRUST
AIM Floating Rate Fund
AIM Multi-Sector Fund
AIM Select Real Estate Income Fund
AIM Structured Core Fund
AIM Structured Growth Fund
AIM Structured Value Fund
AIM INTERNATIONAL MUTUAL FUNDS
AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM International Core Equity Fund
AIM International Growth Fund
AIM SECTOR FUNDS
AIM Energy Fund
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Leisure Fund
AIM Technology Fund
AIM Utilities Fund
AIM TREASURER'S SERIES TRUST
Premier Portfolio
Premier Tax-Exempt Portfolio
Premier U.S. Government Money
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.
K-2
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 COUNSELOR SERIES TRUST
AIM Floating Rate Fund
AIM Multi-Sector Fund
AIM Select Real Estate Income Fund
AIM Structured Core Fund
AIM Structured Growth Fund
AIM Structured Value Fund
AIM INTERNATIONAL MUTUAL FUNDS
AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM International Core Equity Fund
AIM International Growth Fund
AIM SECTOR FUNDS
AIM Energy Fund
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Leisure Fund
AIM Technology Fund
AIM Utilities Fund
AIM TREASURER'S SERIES TRUST
Premier Portfolio
Premier Tax-Exempt Portfolio
Premier U.S. Government Money 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.
K-3
SAMPLE PROXY CARD FOR AIM COUNSELORS SERIES TRUST, AIM INTERNATIONAL MUTUAL FUNDS, AIM SECTOR FUNDS AND AIM TREASURER'S SERIES 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.
(AIM INVESTMENTS(R) LOGO) IN PERSON: Vote at the Special Meeting of Shareholders.
-------------------------------------------------------------------------
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 [ ] [ ] [ ] 1.
his 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 changing certain fundamental investment restrictions of the Fund to provide the
Fund with more investment flexibility.
a. Modification of Fundamental Restriction on Issuer Diversification. [ ] [ ] [ ] a.
b. Modification of Fundamental Restrictions on Issuing Senior Securities and Borrowing Money. [ ] [ ] [ ] b.
c. Modification of Fundamental Restriction on Underwriting Securities. [ ] [ ] [ ] c.
d. Modification of Fundamental Restriction on Industry Concentration. [ ] [ ] [ ] d.
e. Modification of Fundamental Restriction on Real Estate Investments. [ ] [ ] [ ] e.
f. Modification of Fundamental Restriction on Purchasing or Selling Commodities. [ ] [ ] [ ] f.
g. Modification of Fundamental Restriction on Making Loans. [ ] [ ] [ ] g.
h. Modification of Fundamental Restriction on Investment in Investment Companies. [ ] [ ] [ ] h.
4. To approve changing AIM Financial Services Fund's sub-classification from "diversified" to [ ] [ ] [ ] 4.
"non-diversified" and approve the elimination of a related fundamental investment restriction
to provide AIM Financial Services Fund with more investment flexibility.
5. To approve making the investment objective(s) of AIM Energy Fund, AIM Financial Services [ ] [ ] [ ] 5.
Fund, AIM Gold & Precious Metals Fund, AIM International Core Equity Fund, AIM Leisure Fund,
AIM Multi-Sector Fund, AIM Technology Fund, AIM Utilities Fund, Premier Portfolio, Premier
Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio and making it
non-fundamental.
6. To approve an amendment to the Trust's Agreement and Declaration of Trust that would permit [ ] [ ] [ ] 6.
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)