SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]
Filed by a party other than the Registrant [_]

Check the appropriate box:

   [_] Preliminary Proxy Statement        [_] Confidential, for use of the
                                             Commission Only (as permitted
                                             by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

                               AIM EQUITY FUNDS
                            AIM FLOATING RATE FUND
                                AIM FUNDS GROUP
                               AIM GROWTH SERIES
                             AIM INVESTMENT FUNDS
                        AIM INVESTMENT SECURITIES FUNDS
                        AIM SPECIAL OPPORTUNITIES FUNDS
                                AIM SUMMIT FUND
                             AIM TAX-EXEMPT FUNDS
                         SHORT-TERM INVESTMENTS TRUST

- --------------------------------------------------------------------------------
               (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

- --------------------------------------------------------------------------------
   (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

(1) Title of each class of securities to which transaction applies:
    ----------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant
    to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
    calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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     AIM EQUITY FUNDS                                    AIM FUNDS GROUP
  AIM AGGRESSIVE GROWTH                                 AIM BALANCED FUND
           FUND                                      AIM BASIC BALANCED FUND
 AIM BASIC VALUE II FUND                                AIM EUROPEAN SMALL
    AIM BLUE CHIP FUND                                     COMPANY FUND
 AIM CAPITAL DEVELOPMENT                              AIM GLOBAL VALUE FUND
           FUND                                         AIM INTERNATIONAL
     AIM CHARTER FUND                                        EMERGING
  AIM CONSTELLATION FUND                                   GROWTH FUND
 AIM CORE STRATEGIES FUND                            AIM MID CAP BASIC VALUE
   AIM DENT DEMOGRAPHIC                                        FUND
       TRENDS FUND                                   AIM PREMIER EQUITY FUND
 AIM DIVERSIFIED DIVIDEND                             AIM SELECT EQUITY FUND
           FUND             AIM FLOATING RATE FUND   AIM SMALL CAP EQUITY FUND
 AIM EMERGING GROWTH FUND   AIM FLOATING RATE FUND
   AIM LARGE CAP BASIC                                 AIM INVESTMENT FUNDS
        VALUE FUND            AIM GROWTH SERIES       AIM DEVELOPING MARKETS
 AIM LARGE CAP GROWTH FUND   AIM BASIC VALUE FUND              FUND
 AIM MID CAP GROWTH FUND   AIM MID CAP CORE EQUITY    AIM GLOBAL HEALTH CARE
   AIM U.S. GROWTH FUND              FUND                      FUND
   AIM WEINGARTEN FUND     AIM SMALL CAP GROWTH FUND      AIM LIBRA FUND

      AIM INVESTMENT             AIM SPECIAL             AIM SUMMIT FUND
     SECURITIES FUNDS        OPPORTUNITIES FUNDS         AIM SUMMIT FUND
   AIM HIGH YIELD FUND     AIM OPPORTUNITIES I FUND
     AIM INCOME FUND       AIM OPPORTUNITIES II FUND        SHORT-TERM
     AIM INTERMEDIATE       AIM OPPORTUNITIES III       INVESTMENTS TRUST
     GOVERNMENT FUND                 FUND              GOVERNMENT & AGENCY
   AIM LIMITED MATURITY                                     PORTFOLIO
      TREASURY FUND          AIM TAX-EXEMPT FUNDS    GOVERNMENT TAXADVANTAGE
  AIM MONEY MARKET FUND        AIM HIGH INCOME              PORTFOLIO
 AIM MUNICIPAL BOND FUND        MUNICIPAL FUND          TREASURY PORTFOLIO
 AIM SHORT TERM BOND FUND  AIM TAX-EXEMPT CASH FUND
  AIM TOTAL RETURN BOND          AIM TAX-FREE
           FUND               INTERMEDIATE FUND

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

                                                                August 25, 2003

Dear Shareholder:

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

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

   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. If we do not hear from you after a reasonable
amount of time, you may receive a telephone call from our proxy solicitor,
Georgeson Shareholder Communications Inc., reminding you to vote your shares.

Sincerely,

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



     AIM EQUITY FUNDS                                    AIM FUNDS GROUP
  AIM AGGRESSIVE GROWTH                                 AIM BALANCED FUND
           FUND                                      AIM BASIC BALANCED FUND
 AIM BASIC VALUE II FUND                                AIM EUROPEAN SMALL
    AIM BLUE CHIP FUND                                     COMPANY FUND
 AIM CAPITAL DEVELOPMENT                              AIM GLOBAL VALUE FUND
           FUND                                         AIM INTERNATIONAL
     AIM CHARTER FUND                                        EMERGING
  AIM CONSTELLATION FUND                                   GROWTH FUND
 AIM CORE STRATEGIES FUND                            AIM MID CAP BASIC VALUE
   AIM DENT DEMOGRAPHIC                                        FUND
       TRENDS FUND                                   AIM PREMIER EQUITY FUND
 AIM DIVERSIFIED DIVIDEND                             AIM SELECT EQUITY FUND
           FUND             AIM FLOATING RATE FUND   AIM SMALL CAP EQUITY FUND
 AIM EMERGING GROWTH FUND   AIM FLOATING RATE FUND
   AIM LARGE CAP BASIC                                 AIM INVESTMENT FUNDS
        VALUE FUND            AIM GROWTH SERIES       AIM DEVELOPING MARKETS
 AIM LARGE CAP GROWTH FUND   AIM BASIC VALUE FUND              FUND
 AIM MID CAP GROWTH FUND   AIM MID CAP CORE EQUITY    AIM GLOBAL HEALTH CARE
   AIM U.S. GROWTH FUND              FUND                      FUND
   AIM WEINGARTEN FUND     AIM SMALL CAP GROWTH FUND      AIM LIBRA FUND

      AIM INVESTMENT             AIM SPECIAL             AIM SUMMIT FUND
     SECURITIES FUNDS        OPPORTUNITIES FUNDS         AIM SUMMIT FUND
   AIM HIGH YIELD FUND     AIM OPPORTUNITIES I FUND
     AIM INCOME FUND       AIM OPPORTUNITIES II FUND        SHORT-TERM
     AIM INTERMEDIATE       AIM OPPORTUNITIES III       INVESTMENTS TRUST
     GOVERNMENT FUND                 FUND              GOVERNMENT & AGENCY
   AIM LIMITED MATURITY                                     PORTFOLIO
      TREASURY FUND          AIM TAX-EXEMPT FUNDS    GOVERNMENT TAXADVANTAGE
  AIM MONEY MARKET FUND        AIM HIGH INCOME              PORTFOLIO
 AIM MUNICIPAL BOND FUND        MUNICIPAL FUND          TREASURY PORTFOLIO
 AIM SHORT TERM BOND FUND  AIM TAX-EXEMPT CASH FUND
  AIM TOTAL RETURN BOND          AIM TAX-FREE
           FUND               INTERMEDIATE FUND

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

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

   To the Shareholders of each of the series portfolios of AIM Equity Funds,
AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM Investment
Funds, AIM Investment Securities Funds, AIM Special Opportunities Funds, AIM
Summit Fund, AIM Tax-Exempt Funds and Short-Term Investments Trust (each, a
"Trust," and together, the "Trusts") listed above:

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

   1. Elect 16 trustees to the Board of Trustees of each Trust, each of whom
will serve until his or her successor is elected and qualified.

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

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

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

   WE REQUEST THAT YOU EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE THE
ACCOMPANYING PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF TRUSTEES OF EACH
TRUST. YOUR VOTE IS IMPORTANT FOR THE PURPOSE OF ENSURING A QUORUM AT THE
SPECIAL MEETINGS. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS EXERCISED
BY EXECUTING AND SUBMITTING A REVISED PROXY, BY GIVING WRITTEN NOTICE OF
REVOCATION TO THE APPLICABLE TRUST'S SECRETARY OR BY VOTING IN PERSON AT THE
SPECIAL MEETINGS.

      /s/ Nancy L. Martin
                                Nancy L. Martin
                                   Secretary

August 25, 2003



     AIM EQUITY FUNDS                                    AIM FUNDS GROUP
  AIM AGGRESSIVE GROWTH                                 AIM BALANCED FUND
           FUND                                      AIM BASIC BALANCED FUND
 AIM BASIC VALUE II FUND                                AIM EUROPEAN SMALL
    AIM BLUE CHIP FUND                                     COMPANY FUND
 AIM CAPITAL DEVELOPMENT                              AIM GLOBAL VALUE FUND
           FUND                                         AIM INTERNATIONAL
     AIM CHARTER FUND                                        EMERGING
  AIM CONSTELLATION FUND                                   GROWTH FUND
 AIM CORE STRATEGIES FUND                            AIM MID CAP BASIC VALUE
   AIM DENT DEMOGRAPHIC                                        FUND
       TRENDS FUND                                   AIM PREMIER EQUITY FUND
 AIM DIVERSIFIED DIVIDEND                             AIM SELECT EQUITY FUND
           FUND             AIM FLOATING RATE FUND   AIM SMALL CAP EQUITY FUND
 AIM EMERGING GROWTH FUND   AIM FLOATING RATE FUND
   AIM LARGE CAP BASIC                                 AIM INVESTMENT FUNDS
        VALUE FUND            AIM GROWTH SERIES       AIM DEVELOPING MARKETS
 AIM LARGE CAP GROWTH FUND   AIM BASIC VALUE FUND              FUND
 AIM MID CAP GROWTH FUND   AIM MID CAP CORE EQUITY    AIM GLOBAL HEALTH CARE
   AIM U.S. GROWTH FUND              FUND                      FUND
   AIM WEINGARTEN FUND     AIM SMALL CAP GROWTH FUND      AIM LIBRA FUND

      AIM INVESTMENT             AIM SPECIAL             AIM SUMMIT FUND
     SECURITIES FUNDS        OPPORTUNITIES FUNDS         AIM SUMMIT FUND
   AIM HIGH YIELD FUND     AIM OPPORTUNITIES I FUND
     AIM INCOME FUND       AIM OPPORTUNITIES II FUND        SHORT-TERM
     AIM INTERMEDIATE       AIM OPPORTUNITIES III       INVESTMENTS TRUST
     GOVERNMENT FUND                 FUND              GOVERNMENT & AGENCY
   AIM LIMITED MATURITY                                     PORTFOLIO
      TREASURY FUND          AIM TAX-EXEMPT FUNDS    GOVERNMENT TAXADVANTAGE
  AIM MONEY MARKET FUND        AIM HIGH INCOME              PORTFOLIO
 AIM MUNICIPAL BOND FUND        MUNICIPAL FUND          TREASURY PORTFOLIO
 AIM SHORT TERM BOND FUND  AIM TAX-EXEMPT CASH FUND
  AIM TOTAL RETURN BOND          AIM TAX-FREE
           FUND               INTERMEDIATE FUND

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

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

                                 INTRODUCTION

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

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

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

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

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


                                      1



  .   Simplifying the organizational structure of the AIM Funds and the INVESCO
      Funds so that they are all organized as Delaware statutory trusts, using
      as few entities as practicable.

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

               INFORMATION ABOUT THE SPECIAL MEETINGS AND VOTING

PROXY STATEMENT

   We are sending you this Proxy Statement and the enclosed proxy card on
behalf of the series portfolios of AIM Equity Funds, AIM Floating Rate Fund,
AIM Funds Group, AIM Growth Series, AIM Investment Funds, AIM Investment
Securities Funds, AIM Special Opportunities Funds, AIM Summit Fund, AIM
Tax-Exempt Funds, and Short-Term Investments Trust (each a "Trust," and
together, the "Trusts") listed above (each a "Fund," and together, the "Funds")
because the Boards of Trustees of the Trusts (the "Boards") are soliciting your
proxy to vote at the Special Meetings of Shareholders and at any adjournments
of the Special Meetings (collectively, the "Special Meetings"). This Proxy
Statement gives you information about the business to be conducted at the
Special Meetings. However, you do not need to attend a Special Meeting to vote
your shares. Instead, you may simply complete, sign and return the enclosed
proxy card.

   The Trusts intend to mail this Proxy Statement, the enclosed Notice of
Special Meetings of Shareholders and the enclosed proxy card on or about August
25, 2003 to all shareholders entitled to vote. Shareholders of record of any
class of a Fund as of the close of business on July 25, 2003 (the "Record
Date") are entitled to vote at the applicable Special Meeting. The number of
shares outstanding of each class of each Fund on the Record Date can be found
in Exhibit A. Each share of a Fund that you own entitles you to one vote on
each proposal set forth in the table below that applies to the Fund (a
fractional share has a fractional vote).

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

PROPOSAL TABLE

   The following table summarizes each proposal to be presented at the Special
Meetings and the Funds whose shareholders the Boards are soliciting with
respect to each proposal:



                                                  AFFECTED
                     PROPOSAL                      FUNDS
                     --------                     ---------
                                               
                     1. Electing trustees........ All Funds
                     2. Considering other matters All Funds


TIME AND PLACE OF SPECIAL MEETINGS

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


                                      2



VOTING IN PERSON

   If you do attend a Special Meeting and wish to vote in person, we will
provide you with a ballot prior to the vote. However, if your shares are held
in the name of your broker, bank or other nominee, you must bring a letter from
the nominee indicating that you are the beneficial owner of the shares on the
Record Date and authorizing you to vote. Please call the Trusts at (800)
952-3502 if you plan to attend a Special Meeting.

VOTING BY PROXY

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

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

  .   FOR the election of all 16 nominees for trustee of your Trust.

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

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

QUORUM REQUIREMENT AND ADJOURNMENT

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

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

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

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

                                      3



VOTE NECESSARY TO APPROVE 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.

PROXY SOLICITATION

   The Trusts have engaged the services of Georgeson Shareholder Communications
Inc. ("Solicitor") to assist in the solicitation of proxies for the Special
Meetings. Solicitor's costs are estimated to be in the aggregate approximately
$37,750. The Trusts expect to solicit proxies principally by mail, but the
Trusts or Solicitor may also solicit proxies by telephone, facsimile or
personal interview. The Trusts' officers will not receive any additional or
special compensation for any such solicitation. Each Fund will pay for an equal
share of 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.

OTHER MATTERS

   Management does not know of any matters to be presented at the Special
Meetings other than those discussed in this Proxy Statement. If any other
matters properly come before the Special Meetings, the shares represented by
proxies will be voted with respect thereto in accordance with management's
recommendation.

SHAREHOLDER PROPOSALS

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

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

                                  PROPOSAL 1
                             ELECTION OF TRUSTEES

BACKGROUND

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

                                      4



STRUCTURE OF THE BOARD OF TRUSTEES

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

NOMINEES FOR TRUSTEES

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

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

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

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

  Nominees Who Currently Are Independent Trustees



                       TRUSTEE                           PRINCIPAL OCCUPATION(S) DURING
NAME AND YEAR OF BIRTH  SINCE      NAME OF TRUST(S)               PAST 5 YEARS          OTHER DIRECTORSHIP(S) HELD
- ---------------------- ------- ------------------------- ------------------------------ --------------------------
                                                                            
 Frank S. Bayley --     2001   AIM Equity Funds, AIM        Of Counsel, law firm of      Badgley Funds, Inc.
 1939                          Funds Group, AIM             Baker & McKenzie             (registered investment
                               Investment Securities                                     company)
                               Funds, AIM Special
                               Opportunities Funds, AIM
                               Summit Fund, AIM Tax-
                               Exempt Funds and Short-
                               Term Investments Trust

                        1998   AIM Growth Series

                        1997   AIM Floating Rate Fund

                        1987   AIM Investment Funds

 Bruce L. Crockett --   2001   AIM Floating Rate Fund,      Chairman, Crockett           ACE Limited
 1944                          AIM Growth Series and        Technology Associates        (insurance company);
                               AIM Investment Funds         (technology consulting       Captaris, Inc. (unified
                                                            company) and Captaris,       messaging provider)
                                                            Inc. (unified messaging
                                                            provider)

                        1998   AIM Special Opportunities
                               Funds


                                      5





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

                        1993   AIM Equity Funds, AIM
                               Tax-Exempt Funds and
                               Short-Term Investments
                               Trust

                        1992   AIM Summit Fund and
                               AIM Investment Securities
                               Funds

                        1987   AIM Funds Group

Albert R. Dowden --     2001   AIM Floating Rate Fund,      Director of a number of       Cortland Trust, Inc.
1941                           AIM Growth Series and        public and private            (Chairman) (registered
                               AIM Investment Funds         business corporations,        investment company);
                                                            including the Boss            Annuity and Life Re
                                                            Group, Ltd. (private          (Holdings), Ltd.
                                                            investment and                (insurance company)
                                                            management) and
                                                            Magellan Insurance
                                                            Company; formerly,
                                                            President, Chief
                                                            Executive Officer and
                                                            Director, Volvo Group
                                                            North America, Inc.;
                                                            Senior Vice President,
                                                            AB Volvo and director
                                                            of various affiliated
                                                            Volvo Group companies
                        2000   AIM Equity Funds, AIM
                               Funds Group, AIM
                               Investment Securities
                               Funds, AIM Special
                               Opportunities Funds, AIM
                               Summit Fund, AIM Tax-
                               Exempt Funds and Short-
                               Term Investments Trusts

Edward K. Dunn, Jr. --  2001   AIM Floating Rate Fund,      Formerly, Chairman,           None
1935                           AIM Growth Series and        Mercantile Mortgage
                               AIM Investment Funds         Corp.; President and
                                                            Chief Operating Officer,
                                                            Mercantile-Safe Deposit
                                                            & Trust Co.; and
                                                            President, Mercantile
                                                            Bankshares Corp.

                        1998   AIM Equity Funds, AIM
                               Funds Group, AIM
                               Investment Securities
                               Funds, AIM Special
                               Opportunities Funds, AIM
                               Summit Fund, AIM Tax-
                               Exempt Fund and Short-
                               Term Investments Trust


                                      6





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

Jack M. Fields --       2001   AIM Floating Rate Fund,      Chief Executive Officer,      Administaff
1952                           AIM Growth Series and        Twenty First Century
                               AIM Investment Funds         Group, Inc. (government
                                                            affairs company) and
                                                            Texana Timber LP

                        1998   AIM Special Opportunities
                               Funds

                        1997   AIM Equity Funds, AIM
                               Funds Group, AIM
                               Investment Securities
                               Funds, AIM Summit Fund,
                               AIM Tax-Exempt Funds
                               and Short-Term
                               Investments Trust

Carl Frischling --      2001   AIM Floating Rate Fund,      Partner, law firm of          Cortland Trust, Inc.
1937                           AIM Growth Series and        Kramer Levin Naftalis &       (registered investment
                               AIM Investment Funds         Frankel LLP                   company)

                        1998   AIM Special Opportunities
                               Funds

                        1993   AIM Funds Group, AIM
                               Tax-Exempt Funds

                        1990   AIM Investment Securities
                               Funds

                        1988   AIM Equity Funds

                        1986   Short-Term Investments
                               Trust

                        1982   AIM Summit Fund

Prema Mathai-Davis --   2001   AIM Floating Rate Fund,      Formerly, Chief               None
1950                           AIM Growth Series and        Executive Officer,
                               AIM Investment Funds         YWCA of the USA

                        1998   AIM Equity Funds, AIM
                               Funds Group, AIM
                               Investment Securities
                               Funds, AIM Special
                               Opportunities Funds, AIM
                               Summit Fund, AIM Tax-
                               Exempt Funds and Short-
                               Term Investments Trust

Lewis F. Pennock --     2001   AIM Floating Rate Fund,      Partner, law firm of          None
1942                           AIM Growth Series and        Pennock & Cooper
                               AIM Investment Funds

                        1998   AIM Special Opportunities
                               Funds

                        1993   AIM Tax-Exempt Funds


                                      7





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

                        1992   AIM Funds Group

                        1988   AIM Investment Securities
                               Funds and AIM Equity
                               Funds

                        1986   Short-Term Investments
                               Trust

                        1982   AIM Summit Fund

  Ruth H. Quigley --    2001   AIM Equity Funds, AIM        Retired                                None
  1935                         Funds Group, AIM
                               Investment Securities
                               Funds, AIM Special
                               Opportunities Funds, AIM
                               Summit Fund, AIM Tax-
                               Exempt Funds and Short-
                               Term Investments Trust

                        1998   AIM Growth Series

                        1997   AIM Floating Rate Fund

                        1987   AIM Investment Funds

  Louis S. Sklar --     2001   AIM Floating Rate Fund,      Executive Vice                         None
  1939                         AIM Growth Series and        President, Development
                               AIM Investment Funds         and Operations, Hines
                                                            Interests Limited
                                                            Partnership (real estate
                                                            development company)

                        1998   AIM Special Opportunities
                               Funds

                        1993   AIM Funds Group and
                               AIM Tax-Exempt Funds

                        1990   AIM Investment Securities
                               Funds

                        1989   AIM Equity Funds, AIM
                               Summit Fund and Short-
                               Term Investments Trust


                                      8



  Nominees Who Currently Are Interested Persons



NAME, YEAR OF BIRTH AND POSITION(S) TRUSTEE                         PRINCIPAL OCCUPATION(S) DURING PAST 5        OTHER
       HELD WITH THE TRUSTS          SINCE     NAME OF TRUST(S)                     YEARS                 DIRECTORSHIP(S) HELD
- ----------------------------------- ------- ----------------------- ------------------------------------- --------------------
                                                                                              
     Robert H. Graham/(1)/ --        1998   AIM Floating Rate Fund,    Director and Chairman, A I M               None
     1946                                   AIM Growth Series,         Management Group Inc.
     Chairman and President                 AIM Investment Funds       (financial services holding
                                            and AIM Special            company); and Director and
                                            Opportunities Funds        Vice Chairman, AMVESCAP
                                                                       PLC (parent of AIM and a
                                                                       global investment
                                                                       management firm) and
                                                                       Chairman, AMVESCAP
                                                                       PLC--AIM Division;
                                                                       formerly, President and Chief
                                                                       Executive Officer, A I M
                                                                       Management Group Inc.;
                                                                       Director, Chairman and
                                                                       President, A I M Advisors,
                                                                       Inc. (registered investment
                                                                       advisor); Director and
                                                                       Chairman, A I M Capital
                                                                       Management, Inc. (registered
                                                                       investment advisor), A I M
                                                                       Distributors, Inc. (registered
                                                                       broker dealer), A I M Fund
                                                                       Services, Inc. (registered
                                                                       transfer agent), and Fund
                                                                       Management Company
                                                                       (registered broker dealer); and
                                                                       Chief Executive Officer,
                                                                       AMVESCAP PLC--
                                                                       Managed Products

                                     1993   AIM Tax-Exempt Funds

                                     1992   AIM Funds Group

                                     1988   AIM Equity Funds and
                                            AIM Investment
                                            Securities Funds

                                     1986   Short-Term Investment
                                            Trust

                                     1982   AIM Summit Fund


                                      9





NAME, YEAR OF BIRTH AND POSITION(S) TRUSTEE                         PRINCIPAL OCCUPATION(S) DURING PAST 5        OTHER
       HELD WITH THE TRUSTS          SINCE     NAME OF TRUST(S)                     YEARS                 DIRECTORSHIP(S) HELD
- ----------------------------------- ------- ----------------------- ------------------------------------- --------------------
                                                                                              
    Mark H. Williamson/(2)/ --       2003   AIM Equity Funds, AIM      Director, President and Chief        Director of
      1951                                  Floating Rate Fund, AIM    Executive Officer, A I M             each of the ten
    Executive Vice President                Funds Group, AIM           Management Group Inc.;               INVESCO
                                            Growth Series, AIM         Director, Chairman and               Funds
                                            Investment Funds, AIM      President, A I M Advisors,
                                            Investment Securities      Inc. (registered investment
                                            Funds, AIM Special         advisor); Director, A I M
                                            Opportunities Funds,       Distributors, Inc. (registered
                                            AIM Summit Fund, AIM       broker dealer); and Chief
                                            Tax-Exempt Funds and       Executive Officer of the AIM
                                            Short-Term Investments     Division of AMVESCAP
                                            Trust                      PLC (2003-present);
                                                                       formerly, Chief Executive
                                                                       Officer, Managed Products
                                                                       Division, AMVESCAP PLC
                                                                       (2001-2002); Chairman of the
                                                                       Board (1998-2002), President
                                                                       (1998-2002) and Chief
                                                                       Executive Officer (1998-
                                                                       2002) of INVESCO Funds
                                                                       Group, Inc. (registered
                                                                       investment advisor) and
                                                                       INVESCO Distributors, Inc.
                                                                       (registered broker dealer);
                                                                       Chief Operating Officer and
                                                                       Chairman of the Board of
                                                                       INVESCO Global Health
                                                                       Sciences Fund; Chairman and
                                                                       Chief Executive Officer of
                                                                       NationsBanc Advisors, Inc.;
                                                                       and Chairman of NationsBanc
                                                                       Investments, Inc.

- --------
/(1)/ Mr. Graham is considered an interested person of the Trusts because he is
      a director of AMVESCAP PLC, parent of the advisor to, and principal
      underwriter of, the Trusts.
/(2)/ Mr. Williamson is considered an interested person of the Trusts because
      he is an officer and a director of the advisor to, and a director of the
      principal underwriter of, the Trusts.

                                      10



  New Nominees Who Will Be Independent Trustees



NAME AND YEAR OF BIRTH    PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS   OTHER DIRECTORSHIP(S) HELD
- ----------------------    ------------------------------------------- -------------------------------
                                                                
Bob R. Baker -- 1936       Consultant (2000-present); formerly,       None
                           President and Chief Executive Officer
                           (1988-2000) of AMC Cancer Research
                           Center, Denver, Colorado; until mid-
                           December 1988, Vice Chairman of the
                           Board of First Columbia Financial
                           Corporation, Englewood, Colorado;
                           formerly, Chairman of the Board and
                           Chief Executive Officer of First
                           Columbia Financial Corporation.

James T. Bunch -- 1942     Co-President and Founder of Green,         None
                           Manning & Bunch Ltd., Denver,
                           Colorado (1988-present) (investment
                           banking firm); Director, Policy Studies,
                           Inc. and Van Gilder Insurance
                           Corporation; formerly, General
                           Counsel and Director of Boettcher &
                           Co., Denver, Colorado; and formerly,
                           Chairman and Managing Partner, law
                           firm of Davis, Graham & Stubbs,
                           Denver, Colorado.

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

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


THE BOARD'S RECOMMENDATION ON PROPOSAL 1

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

COMMITTEES OF THE BOARDS

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


                                      11



  Audit Committee

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

  Audit Committee Report

   Current rules promulgated by the U.S. Securities and Exchange Commission
("SEC") with respect to AIM Floating Rate Fund ("AFRF") require that AFRF
disclose its current audit committee charter and audit committee report in this
Proxy Statement.

   The current charter of AFRF's Audit Committee can be found in Appendix I.

   AFRF's Audit Committee reviewed and discussed AFRF's audited financial
statements with its independent public accountants, PricewaterhouseCoopers LLP
("PwC"), and AFRF's management. AFRF's Audit Committee has discussed with PwC
the matters required to be discussed by the Statement on Auditing Standards 61,
including the auditors' judgments about the quality, not just acceptability, of
AFRF's accounting principles as applied in its financial reporting. PwC, AFRF's
Audit Committee and AFRF's management also discussed matters such as the
clarity, consistency and completeness of the accounting policies and
disclosures, with a particular focus on critical accounting policies.

   AFRF's Audit Committee has received the written disclosures and the letter
from PwC required by Independence Standards Board Standard No. 1 disclosing all
relationships between PwC and its related entities and AFRF. AFRF's Audit
Committee has also discussed with PwC its independence from AFRF. AFRF's Audit
Committee has considered whether the provision of non-audit services by PwC is
compatible with maintaining PwC's independence.

   Because the foregoing reviews and discussions occurred after the date upon
which AFRF's annual report to shareholders was required to be distributed,
AFRF's Audit Committee was not able to recommend to AFRF's Board of Trustees
that the audited financial statements be included in AFRF's annual report to
shareholders for the fiscal year ended December 31, 2002 prior to the
distribution of such report. Each of AFRF's Audit Committee and AFRF's Board of
Trustees has ratified the inclusion of such financial statements in such annual
report.

          Edward K. Dunn, Jr., Chair
          Albert R. Dowden, Vice Chair
          Bruce L. Crockett
          Jack M. Fields
          Dr. Prema Mathai-Davis
          Lewis F. Pennock
          Ruth H. Quigley
          Louis S. Sklar

                                      12



  Committee on Directors/Trustees

   Each Committee on Directors/Trustees is comprised entirely of independent
trustees. The current members of each Committee on Directors/Trustees are
Messrs. Bayley, Crockett (Chair), Dowden, Dunn, Fields (Vice Chair), Pennock
and Sklar, Dr. Mathai-Davis and Miss Quigley. Each Committee on
Directors/Trustees is responsible for: (i) nominating persons who are not
interested persons of the Trust for election or appointment: (a) as additions
to the Board, (b) to fill vacancies which, from time to time, may occur in the
Board and (c) for election by shareholders of the Fund at meetings called for
the election of trustees; (ii) nominating persons who are not interested
persons of the Trust for selection as members of each committee of the Board,
including, without limitation, the Audit Committee, the Committee on
Directors/Trustees, the Investments Committee and the Valuation Committee, and
to nominate persons for selection as chair and vice chair of each such
committee; (iii) reviewing from time to time the compensation payable to the
independent trustees and making recommendations to the Board regarding
compensation; (iv) reviewing and evaluating from time to time the functioning
of the Board and the various committees of the Board; (v) selecting independent
legal counsel to the independent trustees and approving the compensation paid
to independent legal counsel; and (vi) approving the compensation paid to
independent counsel and other advisers, if any, to the Audit Committee of the
Trust.

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

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

  Investments Committee

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

  Valuation Committee

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

                                      13



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

BOARD AND COMMITTEE MEETING ATTENDANCE

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



                                                        COMMITTEE
                                                            ON
                                                AUDIT   DIRECTORS/ INVESTMENTS VALUATION
                                      BOARD   COMMITTEE  TRUSTEES   COMMITTEE  COMMITTEE
                                     -------- --------- ---------- ----------- ---------
                                                                
AIM Equity Funds/(1)/...............   ten       six       five       four        one
AIM Floating Rate Fund/(2)/.........   ten       six       five       four        one
AIM Funds Group/(2)/................   ten       six       five       four        one
AIM Growth Series/(2)/..............   ten       six       five       four        one
AIM Investment Funds/(1)/...........   ten       six       five       four        one
AIM Investment Securities Funds/(3)/ thirteen   seven      five       four        one
AIM Special Opportunities Funds/(1)/   ten       six       five       four        one
AIM Summit Fund/(1)/................   ten       six       five       four        one
AIM Tax-Exempt Funds/(4)/...........  eight     seven      five       four        one
Short-Term Investments Trust/(5)/...  eleven     six       five       four        one

- --------
/(1) /Information disclosed is for the fiscal year ended October 31, 2002.
/(2)/ Information disclosed is for the fiscal year ended December 31, 2002.
/(3)/ Information disclosed is for the fiscal year ended July 31, 2003.
/(4)/ Information disclosed is for the fiscal year ended March 31, 2003.
/(5)/ Information disclosed is for the fiscal year ended August 31, 2002.

TRUSTEE'S COMPENSATION

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

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

RETIREMENT PLAN FOR TRUSTEES

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

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

                                      14



   Annual retirement benefits are available to each non-AIM-affiliated trustee
of the Trusts and/or the other AIM Funds (each, a "Covered Fund") who has at
least five years of credited service as a trustee (including service to a
predecessor fund) for a Covered Fund. The retirement benefits will equal 75% of
the trustee's annual retainer paid or accrued by any Covered Fund to such
trustee during the twelve-month period prior to retirement, including the
amount of any retainer deferred under a separate deferred compensation
agreement between the Covered Fund and the trustee. The annual retirement
benefits are payable in quarterly installments for a number of years equal to
the lesser of (i) ten or (ii) the number of such trustee's credited years of
service. A death benefit is also available under the plan that provides a
surviving spouse with a quarterly installment of 50% of a deceased trustee's
retirement benefits for the same length of time that the trustee would have
received the benefits based on his or her service. A trustee must have attained
the age of 65 (55 in the event of death or disability) to receive any
retirement benefit. Payment of benefits under the plan is not secured or funded
by the Trusts.

DEFERRED COMPENSATION AGREEMENTS

   Messrs. Dunn, Fields, Frischling and Sklar and Dr. Mathai-Davis (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. Currently, the
Deferring Trustees have the option to select various AIM Funds in which all or
part of their deferral accounts shall be deemed to be invested. Distributions
from the Deferring Trustees' deferral accounts will be paid in cash, generally
in equal quarterly installments over a period of up to ten (10) years
(depending on the Compensation Agreement) beginning on the date selected under
the Compensation Agreement. Each Board, in its sole discretion, may accelerate
or extend the distribution of such deferral accounts after the Deferring
Trustee's retirement benefits commence under the plan. Each Board, in its sole
discretion, also may accelerate or extend the distribution of such deferral
accounts after the Deferring Trustee's termination of service as a trustee of a
Trust. If a Deferring Trustee dies prior to the distribution of amounts in his
or her deferral account, the balance of the deferral account will be
distributed to his or her designated beneficiary. The Compensation 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.

                        INDEPENDENT PUBLIC ACCOUNTANTS

   The Audit Committees of the Boards of AIM Investment Securities Funds, AIM
Tax-Exempt Funds, AIM Equity Funds and AIM Special Opportunities Funds have
appointed Ernst & Young LLP ("E&Y") as each such Trust's independent public
accountants for the fiscal years ending July 31, 2004, March 31, 2004, October
31, 2003 and October 31, 2003, respectively. The Audit Committees of the Boards
of AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM Investment
Funds and AIM Summit Fund have appointed PwC as each such Trust's independent
public accountants for the fiscal years ending December 31, 2003, December 31,
2003, December 31, 2003, October 31, 2003 and October 31, 2003, respectively.
The Audit Committee of Short-Term Investments Trust has appointed Tait, Weller
& Baker ("TW&B") as such Trust's independent public accountants for the fiscal
year ending August 31, 2003.

   Representatives of E&Y, PwC and TW&B 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 E&Y, PwC and TW&B, as applicable.


                                      15



FEES PAID TO E&Y RELATED TO AIM EQUITY FUNDS, AIM INVESTMENT SECURITIES FUNDS,
AIM SPECIAL OPPORTUNITIES FUNDS AND AIM TAX-EXEMPT FUNDS

   E&Y billed AIM Equity Funds, AIM Investment Securities Funds and AIM Special
Opportunities Funds aggregate fees for professional services rendered for the
2002 fiscal year, and billed AIM Tax-Exempt Fund aggregate fees for
professional services rendered for the 2003 fiscal year as follows:



                                                        FINANCIAL
                                                       INFORMATION
                                                         SYSTEMS
                                                        DESIGN AND     ALL
                                                      IMPLEMENTATION  OTHER
        TRUST AND FISCAL YEAR END          AUDIT FEES      FEES       FEES*  TOTAL FEES
        -------------------------          ---------- -------------- ------- ----------
                                                                 
AIM Equity Funds (10/31/02)...............  $448,061        $0       $39,641  $487,702
AIM Investment Securities Funds (7/31/02).  $155,278        $0       $10,608  $165,886
AIM Special Opportunities Funds (10/31/02)  $ 57,626        $0       $ 3,128  $ 60,754
AIM Tax-Exempt Funds (3/31/03)............  $ 59,406        $0       $ 5,050  $ 64,456

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

FEES PAID TO E&Y NOT RELATED TO AIM EQUITY FUNDS, AIM INVESTMENT SECURITIES
FUNDS, AIM SPECIAL OPPORTUNITIES FUNDS AND AIM TAX-EXEMPT FUNDS

   E&Y billed AIM aggregate fees for professional services rendered for the
2002 and 2003 fiscal year, as applicable, to AIM, or any affiliate that
provided services to AIM Equity Funds, AIM Investment Securities Funds, AIM
Special Opportunities Funds and AIM Tax-Exempt Funds, as follows:



                                             FINANCIAL
                                            INFORMATION
                                              SYSTEMS
                                             DESIGN AND
                                           IMPLEMENTATION  ALL OTHER
        TRUST AND FISCAL YEAR END               FEES         FEES     TOTAL FEES
        -------------------------          -------------- ---------   ----------
                                                             
AIM Equity Funds (10/31/02)...............       $0       $226,311**   $226,311
AIM Investment Securities Funds (7/31/02).       $0       $ 39,340***  $ 39,340
AIM Special Opportunities Funds (10/31/02)       $0       $226,311**   $226,311
AIM Tax-Exempt Funds (3/31/03)............       $0       $310,661**   $310,661

- --------
** As required by SEC rules, All Other Fees includes amounts paid to E&Y by the
   Funds' advisor and other related entities that provide support for the
   operations of the Trusts. All Other Fees include services relating to audits
   of related entities, tax services and research on accounting consultations,
   and issuance of SAS No. 70 Reports, Reports on the Processing of
   Transactions by Service Organization. The services performed for the Funds'
   advisor and related entities benefit many legal entities of AIM, including
   many sister funds within the investment company complex.
*** As required by SEC rules, all other fees includes amounts paid to E&Y by
    the Funds' advisor and other related entities that provide support for the
    operations of the Trusts. All Other Fees include services relating to tax
    services and research on accounting consultations. The services performed
    for the Funds' advisor and related entities benefit many legal entities of
    AIM, including many sister funds within the investment company complex.

                                      16



FEES PAID TO PWC RELATED TO AIM FLOATING RATE FUND, AIM FUNDS GROUP, AIM GROWTH
SERIES, AIM INVESTMENT FUNDS AND AIM SUMMIT FUND

   PwC billed AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM
Investment Funds and AIM Summit Fund aggregate fees for professional services
rendered for the 2002 fiscal year as follows:



                                                FINANCIAL
                                               INFORMATION
                                                 SYSTEMS
                                                DESIGN AND     ALL
                                              IMPLEMENTATION  OTHER
     TRUST AND FISCAL YEAR END     AUDIT FEES      FEES       FEES*  TOTAL FEES
     -------------------------     ---------- -------------- ------- ----------
                                                         
 AIM Floating Rate Fund (12/31/02)  $ 50,050        $0       $ 5,125  $ 55,175
 AIM Funds Group (12/31/02).......  $292,970        $0       $52,214  $345,184
 AIM Growth Series (12/31/02).....  $ 69,670        $0       $13,625  $ 83,295
 AIM Investment Funds (10/31/02)..  $166,720        $0       $78,103  $244,823
 AIM Summit Fund (10/31/02).......  $ 27,420        $0       $ 6,753  $ 34,173

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

FEES PAID TO PWC NOT RELATED TO AIM FLOATING RATE FUND, AIM FUNDS GROUP, AIM
GROWTH SERIES, AIM INVESTMENT FUNDS AND AIM SUMMIT FUND

   PwC billed AIM aggregate fees for professional services rendered for the
2002 fiscal year to AIM, or any affiliate that provided services to AIM
Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM Investment Funds
and AIM Summit Fund as follows:



                                         FINANCIAL
                                        INFORMATION
                                          SYSTEMS
                                         DESIGN AND
                                       IMPLEMENTATION ALL OTHER
         TRUST AND FISCAL YEAR END          FEES       FEES**   TOTAL FEES
         -------------------------     -------------- --------- ----------
                                                       
     AIM Floating Rate Fund (12/31/02)       $0       $346,364   $346,364
     AIM Funds Group (12/31/02).......       $0       $346,364   $346,364
     AIM Growth Series (12/31/02).....       $0       $346,364   $346,364
     AIM Investment Funds (10/31/02)..       $0       $346,364   $346,364
     AIM Summit Fund (10/31/02).......       $0       $346,364   $346,364

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

FEES PAID TO TW&B RELATED TO SHORT-TERM INVESTMENTS TRUST

   TW&B billed Short-Term Investments Trust aggregate fees for professional
services rendered for the 2002 fiscal year as follows:



                                                   FINANCIAL
                                                  INFORMATION
                                                    SYSTEMS
                                                   DESIGN AND    ALL
                                          AUDIT  IMPLEMENTATION OTHER  TOTAL
        TRUST AND FISCAL YEAR END         FEES        FEES      FEES   FEES
        -------------------------        ------- -------------- ----- -------
                                                          
  Short-Term Investments Trust (8/31/02) $39,000       $0        $0   $39,000



                                      17



FEES PAID TO TW&B NOT RELATED TO SHORT-TERM INVESTMENTS TRUST

   TW&B billed AIM aggregate fees for professional services rendered for the
2002 fiscal year to AIM, or any affiliate that provided services to Short-Term
Investments Trust, as follows:



                                                FINANCIAL
                                               INFORMATION
                                                 SYSTEMS
                                                DESIGN AND    ALL
                                              IMPLEMENTATION OTHER TOTAL
             TRUST AND FISCAL YEAR END             FEES      FEES  FEES
             -------------------------        -------------- ----- -----
                                                          
       Short-Term Investments Trust (8/31/02)       $0        $0    $0


                            ADDITIONAL INFORMATION

INVESTMENT ADVISOR

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

ADMINISTRATOR

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

PRINCIPAL UNDERWRITER

   AIM Distributors, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173,
is the principal underwriter for each Fund other than Government & Agency
Portfolio, Government TaxAdvantage Portfolio and Treasury Portfolio. Fund
Management Company, 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, is
the principal underwriter for these three Funds.

OFFICERS OF THE TRUSTS

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

SECURITY OWNERSHIP OF MANAGEMENT

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

OWNERSHIP OF SHARES

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

TRUSTEE OWNERSHIP OF FUND SHARES

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

                                      18



SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

   Section 16(a) of the Exchange Act and Section 30(h) of the Investment
Company Act, as applied to AFRF, require the trustees, investment adviser,
affiliated persons (as defined in the 1940 Act) of the investment adviser, and
persons who beneficially own more than 10% of a registered class of AFRF's
outstanding securities ("Reporting Persons") to file reports of ownership of
AFRF's securities and changes in such ownership with the SEC. Such persons are
required by SEC regulations to furnish AFRF with copies of all such filings.

   Based on its review of the copies of all such filings received by it, AFRF
believes that, during the fiscal year ended December 31, 2002, all filing
requirements applicable to its Reporting Persons were met.

                                      19



                                  APPENDIX I

                                CHARTER OF THE
                               AUDIT COMMITTEES
                          OF THE AIM FUNDS ("FUNDS")
                          (ADOPTED FEBRUARY 19, 2003)

   Purposes:  The purposes of the Audit Committees ("Committees") are: (i) in
their capacity as committees of the Boards of Directors/Trustees of the Funds
("Boards"), to be directly responsible for the appointment, compensation and
oversight of any independent auditors employed by the Funds (including
resolution of disagreements between management and the auditor regarding
financial reporting) for the purpose of preparing or issuing an audit report or
related work; (ii) to oversee the financial reporting process for all Funds;
(iii) to monitor the process and the resulting financial statements prepared by
management to promote accuracy of financial reporting and asset valuation; and
(iv) to the extent required by Section 10A of the Securities Exchange Act of
1934, as amended ("Exchange Act"), to preapprove all permissible non-audit
services that are provided to the Funds by their independent auditors.

   Membership:  Each member of the Committees shall meet the audit committee
composition requirements for serving on audit committees, and any related
requirements regarding the financial literacy or financial expertise of audit
committee members, as set forth from time to time in the New York Stock
Exchange listing standards and in any applicable rules promulgated by the
Securities and Exchange Commission ("SEC"). Each member of the Committees shall
be free of any relationship that, in the opinion of the Boards, would interfere
with his or her individual exercise of independent judgment. Each member of the
Committees also shall meet the director independence requirements for serving
on audit committees as set forth from time to time in the New York Stock
Exchange listing standards and in any applicable rules promulgated by the SEC.
Finally, each member shall be "independent" from the Funds, as defined in
Section 10A of the Exchange Act, and no member shall be an "interested person"
of the Funds, as defined in the Investment Company Act of 1940, as amended
("1940 Act").

   Selection of Members:  Members of the Committees, as well as the Chair and
Vice Chair of the Committees, shall be nominated by the Committees on
Directors/Trustees of the Boards, and shall be elected by a majority of the
directors/trustees of the Funds.

   Chair and Vice Chair:  The Committees shall have a Chair and a Vice Chair.
The Chair shall set the agenda for, and preside at, each meeting of the
Committees and shall engage in such other activities on behalf of the
Committees as shall be determined from time to time by the Committees. The Vice
Chair shall act as Chair in the absence or inability to act of the Chair and
shall engage in such other activities on behalf of the Committees as shall be
determined from time to time by the Committees.

   Meetings:  The Committees may meet separately or in conjunction with
meetings of the Boards of the Funds. Meetings of the Committees may be held in
person or by other means as permitted by the Bylaws of the Funds.

   Responsibilities:  The responsibilities of the Committees are:

  .   Appointment, compensation and oversight of the Funds' independent
      auditors.  The Committees shall appoint, compensate, oversee and, where
      appropriate, terminate the Funds' independent auditors. In selecting
      independent auditors for the Funds, the Committees may consider
      recommendations made by management.

  .   General understanding of the Funds' accounting system and
      controls.  Members shall remain informed by the management at A I M
      Advisors, Inc. ("AIM") and the Funds' independent auditors regarding the
      Funds' accounting system and controls and are encouraged to use
      management at AIM, independent auditors and whatever other resources they
      deem appropriate.

                                      I-1



  .   Evaluation of independent auditors.  The Committees shall continuously
      evaluate the independent auditors' performance and financial stability.

  .   Preapproval of permissible non-audit services.  To the extent required by
      Section 10A of the Exchange Act, the Committees shall consider for
      preapproval all permissible non-audit services that are proposed to be
      provided to the Funds by their independent auditors and shall have
      preapproved any such permissible non-audit services before they are
      provided to the Funds. Such preapproval may be delegated to one or more
      members of the Committees who are "independent" for purposes of Section
      10A of the Exchange Act, so long as any such member's decision to
      preapprove is presented to the full Committees, solely for informational
      purposes, at their next scheduled meeting.

  .   Review and approval of fees.  The Committees shall review and approve the
      fees charged by the independent auditors for audit and permissible
      non-audit services provided to the Funds.

  .   Oversight of independence of independent auditors.  The Committees shall
      receive and review the written disclosures and the letter from the
      independent auditors regarding their independence that are required by
      Item 306 of Regulation S-K, and shall discuss with the independent
      auditors their independence. The Committees shall consider whether the
      provision by the independent auditors of permissible non-audit services
      to (i) the Funds, (ii) their advisors or (iii) any person that controls,
      is controlled by or is under common control with such advisors and that
      provides services to the Funds, is compatible with maintaining the
      independent auditors' independence.

  .   Review of audited financial statements.  The Committees shall review and
      discuss the Funds' audited financial statements contained in annual and
      other periodic reports to shareholders with management and the
      independent auditors to determine that the independent auditors are
      satisfied with the disclosure and content of the annual financial
      statements and the quality of the Funds' accounting principles as applied
      in their financial reporting. The Committees also shall discuss with
      management and the independent auditors the clarity, consistency and
      completeness of the Funds' accounting policies and disclosures. The
      foregoing review may occur before or after the inclusion of the audited
      financial statements in the annual report of any AIM Fund other than AIM
      Select Real Estate Income Fund ("ASREIF"), but must occur prior to the
      inclusion of such audited financial statements in the annual report of
      ASREIF.

  .   Recommendation of inclusion of audited financial statements for
      ASREIF.  Based upon a review of the items discussed in the prior two
      bullet points, the Committee of ASREIF shall recommend to the Board of
      such Fund that the Fund's audited financial statements be included in the
      Fund's annual report to shareholders.

  .   Review of audit plans.  The Committees shall review, together with AIM,
      the audit plans prepared by the independent auditors for the Funds as
      well as any audit plan prepared by an internal audit staff. To the extent
      an internal audit staff exists and has prepared an audit plan, the
      Committees shall obtain assurances from the internal audit staff that the
      audit plans of the independent auditors and the audit staff are
      coordinated.

  .   Review of internal audit function.  To the extent that an internal audit
      staff exists, such staff shall report directly to the Committees on
      matters relating to the audits of the Funds, and the Committees shall
      review all audit functions that such staff performs for the Funds. The
      Committees shall not be responsible for handling any administrative
      matters regarding the internal audit staff; instead, such administrative
      matters shall be handled by AIM's management.

  .   Review and monitoring of officer certifications.  To the extent that
      certifications by officers of the Funds as to the Funds' financial
      statements or other financial information are required by applicable law
      to be included with or in the Funds' periodic reports filed with the SEC,
      the Committees shall review the form of such certifications and shall
      establish a procedure for being notified if such certifications are not
      included for any reason.

                                      I-2



  .   Establishment of procedures regarding questionable accounting or auditing
      matters.  The Committees shall establish procedures for (i) the receipt,
      retention and treatment of complaints received by the Funds regarding
      accounting, internal accounting controls or auditing matters and (ii) the
      confidential, anonymous submission by employees of the Funds or the
      Funds' advisor(s) of concerns regarding questionable accounting or
      auditing matters.

  .   Recordation of minutes and submission of reports.  The Committees shall
      record minutes of their meetings and report all of their activities to
      the Boards.

  .   Meetings with counsel.  The Committees shall meet as necessary with AIM's
      general counsel, Fund counsel, counsel to the directors/trustees of the
      Funds who are not "interested persons" of the Funds, as defined in the
      1940 Act ("disinterested directors"), and, if applicable, independent
      counsel or other advisers to the Committees, to be well informed on legal
      issues having the possibility of impacting the financial reporting
      process. This would include items of industry-wide importance and
      internal issues such as litigation.

  .   Knowledge of regulatory and accounting changes.  The Committees shall
      keep apprised by management at AIM, Fund counsel, counsel to the
      disinterested directors and the Funds' independent auditors of regulatory
      changes and new accounting pronouncements that affect net asset value
      calculations and financial statement reporting requirements.

  .   Additional Responsibilities relating to ASREIF.  The independent auditors
      for ASREIF are ultimately accountable to the Committee of ASREIF. The
      Committee of ASREIF shall take appropriate action in response to the
      independent auditors' written disclosures regarding their independence to
      satisfy itself of the independent auditors independence.

   Authority:  The Committees shall have the resources and authority
appropriate to carry out their duties, including the authority to engage
independent counsel and other advisers, experts or consultants as they deem
necessary to carry out their duties, all at the expense of the appropriate
Funds; provided, however, that if the Committees on Directors/Trustees of the
Funds are comprised solely of members who are "independent" for purposes of
Section 10A of the Exchange Act, such Committees on Directors/Trustees shall be
responsible for reviewing and approving the compensation paid to such counsel
and other advisers. In the event the Committees on Directors/Trustees is not so
comprised, the Committees shall be responsible for such review and approval.

   Funding:  The Funds shall provide for appropriate funding, as determined by
the Committees, in their capacity as committees of the Boards, for payment of
compensation (i) to the independent auditors employed by the Funds for the
purpose of rendering or issuing an audit report and (ii) to any independent
counsel or other advisers employed by the Committees.

   Review of Committees and Charter and Amendments to Charter:  The Committees
shall periodically review the role of the Committees and this Charter, and
shall make any recommendations to the Boards with respect thereto. This Charter
may be amended only by the full Boards.

   Maintenance of Charter:  Each Fund shall maintain and preserve in an easily
accessible place a copy of the Committee Charter established for such Fund and
any amendment to such Charter.


                                      I-3



                                   EXHIBIT A

                          SHARES OF AIM EQUITY FUNDS
                         OUTSTANDING ON JULY 25, 2003



                                          NUMBER OF SHARES OUTSTANDING
         NAME OF FUND (CLASS)                   ON JULY 25, 2003
         --------------------             ----------------------------
                                       
         AIM AGGRESSIVE GROWTH FUND
         Class A.........................        227,401,331.17
         Class B.........................         30,909,610.20
         Class C.........................          9,484,083.31
         Class R.........................            115,907.30
         Institutional Class.............            284,244.31

         AIM BASIC VALUE II FUND
         Class A.........................             40,476.17
         Class B.........................             30,357.38
         Class C.........................             30,357.38

         AIM BLUE CHIP FUND
         Class A.........................        137,906,420.25
         Class B.........................        122,903,567.32
         Class C.........................         29,479,839.73
         Class R.........................             65,400.71
         Institutional Class.............             13,195.31

         AIM CAPITAL DEVELOPMENT FUND
         Class A.........................         33,542,926.10
         Class B.........................         25,566,272.05
         Class C.........................          4,263,690.98
         Class R.........................             67,063.84
         Institutional Class.............                579.71

         AIM CHARTER FUND
         Class A.........................        187,806,177.96
         Class B.........................        113,987,882.92
         Class C.........................         15,957,952.51
         Class R.........................             95,223.02
         Institutional Class.............            162,493.78

         AIM CONSTELLATION FUND
         Class A.........................        343,393,347.66
         Class B.........................         36,023,164.68
         Class C.........................         10,210,702.68
         Class R.........................             94,802.17
         Institutional Class.............          6,892,980.19

         AIM CORE STRATEGIES FUND
         Class A.........................             40,722.67
         Class B.........................             30,542.26
         Class C.........................             30,542.26

         AIM DENT DEMOGRAPHIC TRENDS FUND
         Class A.........................         27,719,977.52
         Class B.........................         33,885,131.03
         Class C.........................         13,062,037.91


                                      A-1



                          SHARES OF AIM EQUITY FUNDS
                         OUTSTANDING ON JULY 25, 2003



                                         NUMBER OF SHARES OUTSTANDING
          NAME OF FUND (CLASS)                 ON JULY 25, 2003
          --------------------           ----------------------------
                                      
          AIM DIVERSIFIED DIVIDEND FUND
          Class A.......................          1,769,379.90
          Class B.......................          1,731,064.50
          Class C.......................            450,109.99

          AIM EMERGING GROWTH FUND
          Class A.......................         13,520,522.73
          Class B.......................          8,585,073.27
          Class C.......................          3,621,490.84

          AIM LARGE CAP BASIC VALUE FUND
          Class A.......................         10,943,008.95
          Class B.......................          7,013,657.00
          Class C.......................          2,327,588.15
          Class R.......................             20,518.23

          AIM LARGE CAP GROWTH FUND
          Class A.......................         17,161,662.49
          Class B.......................         14,395,298.67
          Class C.......................          5,039,507.06
          Class R.......................            126,467.14

          AIM MID CAP GROWTH FUND
          Class A.......................         12,818,994.88
          Class B.......................          9,792,623.04
          Class C.......................          3,228,965.05
          Class R.......................              6,346.97

          AIM U.S. GROWTH FUND
          Class A.......................             40,295.43
          Class B.......................             30,221.83
          Class C.......................             30,221.83

          AIM WEINGARTEN FUND
          Class A.......................        193,483,388.31
          Class B.......................         54,359,090.90
          Class C.......................          8,773,543.91
          Class R.......................             23,749.13
          Institutional Class...........            180,429.95


                       SHARES OF AIM FLOATING RATE FUND
                         OUTSTANDING ON JULY 25, 2003



                                     NUMBER OF SHARES OUTSTANDING
              NAME OF FUND (CLASS)         ON JULY 25, 2003
              --------------------   ----------------------------
                                  
              AIM FLOATING RATE FUND
              Class B...............        27,742,699.26
              Class C...............         2,197,072.87


                                      A-2



                           SHARES OF AIM FUNDS GROUP
                         OUTSTANDING ON JULY 25, 2003



                                             NUMBER OF SHARES OUTSTANDING
      NAME OF FUND (CLASS)                         ON JULY 25, 2003
      --------------------                   ----------------------------
                                          
      AIM BALANCED FUND
      Class A...............................         61,165,523.76
      Class B...............................         33,261,217.05
      Class C...............................         12,699,861.77
      Class R...............................            128,876.82
      Institutional Class...................                402.92

      AIM BASIC BALANCED FUND
      Class A...............................          3,896,017.66
      Class B...............................          5,759,933.63
      Class C...............................          1,786,996.28

      AIM EUROPEAN SMALL COMPANY FUND
      Class A...............................          2,496,395.82
      Class B...............................            631,937.64
      Class C...............................            369,615.40

      AIM GLOBAL UTILITIES FUND
      Class A...............................          8,585,083.73
      Class B...............................          3,300,336.53
      Class C...............................            500,492.59

      AIM GLOBAL VALUE FUND
      Class A...............................            606,885.57
      Class B...............................            518,653.74
      Class C...............................            182,786.23

      AIM INTERNATIONAL EMERGING GROWTH FUND
      Class A...............................          4,181,974.46
      Class B...............................            729,060.05
      Class C...............................            453,124.54

      AIM MID CAP BASIC VALUE FUND
      Class A...............................          3,540,604.09
      Class B...............................          2,853,680.90
      Class C...............................            851,179.91

      AIM NEW TECHNOLOGY FUND
      Class A...............................         10,879,209.93
      Class B...............................          5,805,741.18
      Class C...............................          2,782,355.78

      AIM PREMIER EQUITY FUND
      Class A...............................        568,582,957.14
      Class B...............................        496,195,903.69
      Class C...............................         54,112,896.41
      Class R...............................             64,098.32
      Institutional Class...................            264,843.67


                                      A-3



                           SHARES OF AIM FUNDS GROUP
                         OUTSTANDING ON JULY 25, 2003



                                       NUMBER OF SHARES OUTSTANDING
            NAME OF FUND (CLASS)             ON JULY 25, 2003
            --------------------       ----------------------------
                                    
            AIM PREMIER EQUITY II FUND
            Class A...................         4,723,018.94
            Class B...................         6,137,463.14
            Class C...................         2,400,748.37

            AIM SELECT EQUITY FUND
            Class A...................        19,097,340.63
            Class B...................        16,492,452.46
            Class C...................         2,570,419.45

            AIM SMALL CAP EQUITY FUND
            Class A...................        18,438,288.92
            Class B...................        12,975,209.01
            Class C...................         5,507,788.01
            Class R...................            83,333.40


                          SHARES OF AIM GROWTH SERIES
                         OUTSTANDING ON JULY 25, 2003



                                        NUMBER OF SHARES OUTSTANDING
           NAME OF FUND (CLASS)               ON JULY 25, 2003
           --------------------         ----------------------------
                                     
           AIM BASIC VALUE FUND
           Class A.....................        123,572,947.89
           Class B.....................         69,033,181.91
           Class C.....................         23,485,184.63
           Class R.....................            227,818.05
           Institutional Class.........             69,753.18

           AIM MID CAP CORE EQUITY FUND
           Class A.....................         64,094,264.75
           Class B.....................         26,979,489.15
           Class C.....................         10,238,458.29
           Class R.....................            727,865.62
           Institutional Class.........

           AIM SMALL CAP GROWTH FUND
           Class A.....................         55,165,861.46
           Class B.....................          7,981,648.90
           Class C.....................          2,206,832.00
           Class R.....................            174,693.95
           Institutional Class.........          2,580,975.36


                                      A-4



                        SHARES OF AIM INVESTMENT FUNDS
                         OUTSTANDING ON JULY 25, 2003



                                            NUMBER OF SHARES OUTSTANDING
       NAME OF FUND (CLASS)                       ON JULY 25, 2003
       --------------------                 ----------------------------
                                         
       AIM DEVELOPING MARKETS FUND
       Class A.............................        18,618,020.03
       Class B.............................         3,059,411.14
       Class C.............................           466,961.99

       AIM GLOBAL ENERGY FUND
       Class A.............................         2,110,267.19
       Class B.............................         1,128,734.15
       Class C.............................           202,476.17

       AIM GLOBAL FINANCIAL SERVICES FUND
       Class A.............................         4,856,660.73
       Class B.............................         4,265,624.15
       Class C.............................         1,278,169.11

       AIM GLOBAL HEALTH CARE FUND
       Class A.............................        23,206,640.99
       Class B.............................         8,357,114.59
       Class C.............................         2,055,100.19

       AIM GLOBAL SCIENCE & TECHNOLOGY FUND
       Class A.............................        57,132,948.57
       Class B.............................        18,603,505.39
       Class C.............................         3,471,354.59

       AIM LIBRA FUND
       Class A.............................         1,136,940.34
       Class B.............................           112,042.04
       Class C.............................           102,514.64


                   SHARES OF AIM INVESTMENT SECURITIES FUNDS
                         OUTSTANDING ON JULY 25, 2003



                                          NUMBER OF SHARES OUTSTANDING
         NAME OF FUND (CLASS)                   ON JULY 25, 2003
         --------------------             ----------------------------
                                       
         AIM HIGH YIELD FUND
         Class A.........................        154,819,929.08
         Class B.........................        130,076,243.52
         Class C.........................         17,858,517.75

         AIM INCOME FUND
         Class A.........................         67,794,394.72
         Class B.........................         39,695,997.01
         Class C.........................          6,445,894.62
         Class R.........................             76,605.38

         AIM INTERMEDIATE GOVERNMENT FUND
         Class A.........................         64,268,361.10
         Class B.........................         72,279,909.30
         Class C.........................         15,146,262.86
         Class R.........................            287,029.56


                                      A-5



                   SHARES OF AIM INVESTMENT SECURITIES FUNDS
                         OUTSTANDING ON JULY 25, 2003



                                           NUMBER OF SHARES OUTSTANDING
        NAME OF FUND (CLASS)                     ON JULY 25, 2003
        --------------------               ----------------------------
                                        
        AIM LIMITED MATURITY TREASURY FUND
        Class A...........................          55,867,822.24
        Class A3..........................           8,975,577.44
        Institutional Class...............             414,834.60

        AIM MONEY MARKET FUND
        Class B...........................         547,979,859.64
        Class C...........................         108,799,209.57
        Class R...........................           3,709,583.03
        AIM Cash Reserve Shares...........       1,088,036,454.71

        AIM MUNICIPAL BOND FUND
        Class A...........................          40,808,069.95
        Class B...........................          12,465,813.42
        Class C...........................           3,173,219.92

        AIM SHORT TERM BOND FUND
        Class C...........................          33,950,570.30

        AIM TOTAL RETURN BOND FUND
        Class A...........................           2,938,411.70
        Class B...........................           4,623,647.12
        Class C...........................             907,870.90

                   SHARES OF AIM SPECIAL OPPORTUNITIES FUNDS
                         OUTSTANDING ON JULY 25, 2003

                                           NUMBER OF SHARES OUTSTANDING
        NAME OF FUND (CLASS)                     ON JULY 25, 2003
        --------------------               ----------------------------
        AIM OPPORTUNITIES I FUND
        Class A...........................          15,833,333.55
        Class B...........................          11,497,191.50
        Class C...........................           1,871,063.52

        AIM OPPORTUNITIES II FUND
        Class A...........................           5,459,909.23
        Class B...........................           4,711,384.75
        Class C...........................           1,747,291.75

        AIM OPPORTUNITIES III FUND
        Class A...........................          10,430,978.69
        Class B...........................           9,645,506.58
        Class C...........................           3,299,351.39

                           SHARES OF AIM SUMMIT FUND
                         OUTSTANDING ON JULY 25, 2003

                                           NUMBER OF SHARES OUTSTANDING
        NAME OF FUND                             ON JULY 25, 2003
        ------------                       ----------------------------
        AIM SUMMIT FUND...................           1,445,024.60
        Plans I...........................         195,249,138.39
        Plans II..........................           9,665,746.82



                                      A-6



                        SHARES OF AIM TAX-EXEMPT FUNDS
                         OUTSTANDING ON JULY 25, 2003



                                           NUMBER OF SHARES OUTSTANDING
         NAME OF FUND (CLASS)                    ON JULY 25, 2003
         --------------------              ----------------------------
                                        
         AIM HIGH INCOME MUNICIPAL FUND
         Class A..........................           9,672,493.25
         Class B..........................           5,211,543.84
         Class C..........................           1,785,300.53

         AIM TAX-EXEMPT CASH FUND
         Class A..........................          79,601,437.28

         AIM TAX-FREE INTERMEDIATE FUND
         Class A..........................          40,617,057.69
         Class A3.........................           4,078,194.86

                     SHARES OF SHORT-TERM INVESTMENTS TRUST
                          OUTSTANDING ON JULY 25, 2003

                                           NUMBER OF SHARES OUTSTANDING
         NAME OF FUND (CLASS)                    ON JULY 25, 2003
         --------------------              ----------------------------
         GOVERNMENT & AGENCY PORTFOLIO
         Cash Management Class............         750,801,069.40
         Institutional Class..............       2,083,416,137.02
         Personal Investment Class........          20,948,208.37
         Private Investment Class.........         461,904,572.82
         Reserve Class....................           5,357,500.74
         Resource Class...................         303,611,456.13
         Sweep Class......................                      0

         GOVERNMENT TAXADVANTAGE PORTFOLIO
         Cash Management Class............           2,768,533.28
         Institutional Class..............          89,593,643.27
         Personal Investment Class........           6,596,192.76
         Private Investment Class.........          86,302,083.59
         Reserve Class....................             587,666.39
         Resource Class...................           9,864,877.25
         Sweep Class......................                      0

         TREASURY PORTFOLIO
         Cash Management Class............       1,654,809,391.63
         Institutional Class..............       5,045,362,758.96
         Personal Investment Class........         265,407,790.91
         Private Investment Class.........       1,072,648,976.17
         Reserve Class....................         100,019,800.25
         Resource Class...................         389,757,517.61
         Sweep Class......................                      0




                                      A-7



                                   EXHIBIT B

                          TRUSTEE COMPENSATION TABLE

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



                                                 AGGREGATE COMPENSATION FROM TRUST/(1)/
                     -----------------------------------------------------------------------------------------------
                                                                                                                     RETIREMENT
                                                                                                                      BENEFITS
                               AIM                                 AIM                                                ACCRUED
                      AIM    FLOATING   AIM    AIM      AIM     INVESTMENT  AIM SPECIAL   AIM   AIM TAX- SHORT-TERM    BY ALL
                     EQUITY    RATE    FUNDS  GROWTH INVESTMENT SECURITIES OPPORTUNITIES SUMMIT  EXEMPT  INVESTMENTS    AIM
NAME OF TRUSTEE      FUNDS     FUND    GROUP  SERIES   FUNDS       FUND        FUND       FUND   FUNDS      TRUST    FUNDS/(2)/
- ---------------      ------- -------- ------- ------ ---------- ---------- ------------- ------ -------- ----------- ----------
                                                                                    
Frank S. Bayley..... $25,471  $1,047  $20,222 $6,889   $7,460     $7,711      $3,029     $1,713  $3,021    $7,313     $142,800
Bruce L. Crockett...  25,298   1,040   20,094  6,845    7,413      8,943       3,009      1,702   3,001     7,773       50,132
Owen Daly II/(5)/...       0       0        0      0    1,047          0         467        252       0     2,151       40,045
Albert R. Dowden....  25,471   1,047   20,222  8,889    7,460      8,943       3,029      1,713   3,021     7,773       57,955
Edward K. Dunn, Jr..  25,298   1,040   20,094  6,845    7,413      8,943       3,009      1,702   3,001     7,773       94,149
Jack M. Fields......  25,471   1,047   20,222  6,889    7,460      8,913       3,029      1,713   3,021     7,773       29,153
Carl Frischling/(6)/  25,471   1,047   20,222  6,889    7,460      8,913       3,029      1,713   3,021     7,751       74,511
Prema Mathai-Davis..  25,471   1,047   20,222  6,889    7,460      8,943       3,029      1,713   3,021     7,773       33,931
Lewis F. Pennock....  26,197   1,076   20,811  7,052    7,676      9,205       3,114      1,761   3,021     7,981       54,802
Ruth H. Quigley.....  25,471   1,047   20,222  6,889    7,460      7,741       3,029      1,713   3,021     7,335      142,502
Louis S. Sklar......  26,025   1,069   20,683  7,008    7,629      9,205       3,094      1,749   3,001     7,981       78,500






                       ESTIMATED
                         ANNUAL         TOTAL
                        BENEFITS     COMPENSATION
                          UPON       FROM ALL AIM
NAME OF TRUSTEE      RETIREMENT/(3)/  FUNDS/(4)/
- ---------------      --------------  ------------
                               
Frank S. Bayley.....    $90,000        $150,000
Bruce L. Crockett...     90,000         149,000
Owen Daly II/(5)/...     75,000               0
Albert R. Dowden....     90,000         150,000
Edward K. Dunn, Jr..     90,000         149,000
Jack M. Fields......     90,000         153,000
Carl Frischling/(6)/     90,000         150,000
Prema Mathai-Davis..     90,000         150,000
Lewis F. Pennock....     90,000         154,000
Ruth H. Quigley.....     90,000         153,000
Louis S. Sklar......     90,000         153,000

- --------
/(1)/ Amounts shown are as of each Trust's most recent fiscal year end. The
      total amount of compensation deferred by all trustees of each of AIM
      Equity Funds, AIM Investment Funds, AIM Special Opportunities Funds and
      AIM Summit Fund during the fiscal year ended October 31, 2002, including
      earnings, was $121,155, $34,109, $14,137, and $8,251 respectively. The
      total amount of compensation deferred by all trustees of each of AIM
      Floating Rate Fund, AIM Funds Group, and AIM Growth Series during the
      fiscal year ended December 31, 2002, including earnings, was $4,475,
      $89,867, and $29,385 respectively. The total amount of compensation
      deferred by all trustees of AIM Investment Securities Funds during the
      fiscal year ended July 31, 2003, including earnings, was $47,728. The
      total amount of compensation deferred by all trustees of AIM Tax-Exempt
      Funds during the fiscal year ended March 31, 2003, including earnings,
      was $11,985. The total amount of compensation deferred by all trustees of
      Short-Term Investments Trust during the fiscal year ended August 31,
      2002, including earnings, was $39,082.
/(2)/ During the fiscal year ended October 31, 2002, the total amount of
      expenses allocated to AIM Equity Funds, AIM Investment Funds, AIM Special
      Opportunities Funds and AIM Summit Fund in respect of such retirement
      benefits was $58,205,$3,876, $2,185, and $3,376 respectively. During the
      fiscal year ended December 31, 2002, the total amount of expenses
      allocated to AIM Floating Rate Fund, AIM Funds Group, and AIM Growth
      Series in respect of such retirement benefits was $2,118, $102,009, and
      $44,552 respectively. During the fiscal year ended July 31, 2003, the
      total amount of expenses allocated to AIM Investment Securities Funds in
      respect of such retirement benefits was $8,680. During the fiscal year
      ended March 31, 2003, the total amount of expenses allocated to AIM
      Tax-Exempt Funds in respect of such retirement benefits was $5,733.
      During the fiscal year ended August 31, 2002, the total amount of
      expenses allocated to Short-Term Investments Trust in respect of such
      retirement benefits was $16,106.
/(3)/ Amounts shown assume each trustee serves until his or her normal
      retirement date.
/(4)/ All trustees currently serve as directors or trustees of 17 registered
      investment companies advised by AIM.

                                      B-1



/(5)/ Mr. Daly was a trustee until December 31, 2001, when he retired.
/(6)/ During the fiscal year ended October 31, 2002, AIM Equity Funds, AIM
      Investment Funds, AIM Special Opportunities Funds and AIM Summit Fund
      paid $129,560, $25,413, $17,714 and $9,104 respectively 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
      Trusts. During the fiscal year ended December 31, 2002, AIM Floating Rate
      Fund, AIM Funds Group, and AIM Growth Series paid $3,285, $64,893, and
      $19,860 respectively in legal fees to Kramer Levin for services rendered
      by such firm as counsel to the independent trustees of such Trusts.
      During the fiscal year ended July 31, 2003, AIM Investment Securities
      Funds paid $40,617 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 March 31, 2003, AIM Tax Exempt Funds paid $11,080 in
      legal fees to Kramer Levin for services rendered by such firm as counsel
      to the independent trustees of the Trust. During the fiscal year ended
      August 31, 2002, Short-Term Investments Trust paid $38,476 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.


                                      B-2



                                   EXHIBIT C

                              OFFICERS OF TRUSTS

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



  NAME, YEAR OF BIRTH AND   OFFICER
POSITION(S) HELD WITH TRUST  SINCE           NAME OF TRUST(S)           PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS
- --------------------------- ------- ----------------------------------- -------------------------------------------
                                                               
Robert H. Graham -- 1946...  1998   AIM Floating Rate Fund, AIM         Director and Chairman, A I M
  Chairman and President            Growth Series, AIM Investment       Management Group Inc. (financial
                                    Funds and AIM Special Opportunities services holding company); and Director
                                    Funds                               and Vice Chairman, AMVESCAP PLC
                                                                        (parent of AIM and a global investment
                                                                        management firm) and Chairman,
                                                                        AMVESCAP PLC--AIM Division;
                                                                        formerly, President and Chief Executive
                                                                        Officer, A I M Management Group Inc.;
                                                                        Director, Chairman and President, A I M
                                                                        Advisors, Inc. (registered investment
                                                                        advisor); Director and Chairman, A I M
                                                                        Capital Management, Inc. (registered
                                                                        investment advisor), A I M Distributors,
                                                                        Inc. (registered broker dealer), A I M
                                                                        Fund Services, Inc. (registered transfer
                                                                        agent), and Fund Management Company
                                                                        (registered broker dealer); and Chief
                                                                        Executive Officer, AMVESCAP PLC--
                                                                        Managed Products

                             1993   AIM Tax-Exempt Funds

                             1992   AIM Funds Group

                             1988   AIM Equity Funds and AIM
                                    Investment Securities Funds

                             1986   Short-Term Investments Trust

                             1982   AIM Summit Fund

Mark H. Williamson -- 1951.  2003   AIM Equity Funds, AIM Floating      Director, President and Chief Executive
  Executive Vice President          Rate Fund, AIM Funds Group, AIM     Officer, A I M Management Group Inc.;
                                    Growth Series, AIM Investment       Director, Chairman and President, A I M
                                    Funds, AIM Investment Securities    Advisors, Inc. (registered investment
                                    Funds, AIM Special Opportunities    advisor); Director, A I M Distributors,
                                    Funds, AIM Summit Fund, AIM Tax-    Inc. (registered broker dealer); and Chief
                                    Exempt Funds and Short-Term         Executive Officer of the AIM Division of
                                    Investments Trust                   AMVESCAP PLC (2003-present);
                                                                        formerly, Chief Executive Officer,
                                                                        Managed Products Division,
                                                                        AMVESCAP PLC (2001-2002);
                                                                        Chairman of the Board (1998-2002),
                                                                        President (1998-2002) and Chief
                                                                        Executive Officer (1998-2002) of
                                                                        INVESCO Funds Group, Inc. (registered
                                                                        investment advisor) and INVESCO
                                                                        Distributors, Inc. (registered broker
                                                                        dealer); Chief Operating Officer and
                                                                        Chairman of the Board of INVESCO
                                                                        Global Health Sciences Fund; Chairman
                                                                        and Chief Executive Officer of
                                                                        NationsBanc Advisors, Inc.; and
                                                                        Chairman of NationsBanc Investments,
                                                                        Inc.


                                      C-1





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

  Kevin M. Carome -- 1956..  2003   AIM Equity Funds, AIM Floating       Director, Senior Vice President and
    Senior Vice President           Rate Fund, AIM Funds Group, AIM      General Counsel, A I M Management
                                    Growth Series, AIM Investment        Group Inc. (financial services holding
                                    Funds, AIM Investment Securities     company) and A I M Advisors, Inc.; and
                                    Funds, AIM Special Opportunities     Vice President, A I M Capital
                                    Funds, AIM Summit Fund, AIM Tax-     Management, Inc., A I M Distributors,
                                    Exempt Funds and Short-Term          Inc. and A I M Fund Services; Director,
                                    Investments Trust                    Vice President and General Counsel,
                                                                         Fund Management Company; formerly,
                                                                         Senior Vice President and General
                                                                         Counsel, Liberty Financial Companies,
                                                                         Inc.; and Senior Vice President and
                                                                         General Counsel, Liberty Funds Group,
                                                                         LLC

  Gary T. Crum -- 1947.....  1998   AIM Floating Rate Fund, AIM          Director, Chairman and Director of
    Senior Vice President           Growth Series, AIM Investment        Investments, A I M Capital Management,
                                    Funds and AIM Special Opportunities  Inc.; Director and Executive Vice
                                    Funds                                President, A I M Management Group,
                                                                         Inc.; Director and Senior Vice President,
                                                                         A I M Advisors, Inc.; and Director,
                                                                         A I M Distributors, Inc. and
                                                                         AMVESCAP PLC; formerly Chief
                                                                         Executive Officer and President, A I M
                                                                         Capital Management, Inc.

                             1993   AIM Tax-Exempt Funds

                             1992   AIM Funds Group

                             1991   AIM Investment Securities Funds

                             1988   AIM Equity Funds

                             1986   Short-Term Investments Trust

                             1982   AIM Summit Fund

  Robert G. Alley -- 1948..  2001   AIM Floating Rate Fund               Managing Director and Chief Fixed
    Vice President                                                       Income Officer, A I M Capital
                                                                         Management, Inc. and Vice President,
                                                                         A I M Advisors, Inc.

                             1992   AIM Funds Group

  Stuart W. Coco -- 1955...  2002   AIM Equity Funds, AIM Growth         Managing Director and Chief Research
    Vice President                  Series, AIM Investment Funds, AIM    Officer -- Fixed Income, A I M Capital
                                    Special Opportunities Funds and AIM  Management, Inc.; and Vice President,
                                    Summit Fund                          A I M Advisors, Inc.

                             2001   AIM Floating Rate Fund

                             1993   AIM Tax-Exempt Funds and Short-
                                    Term Investments Trust

                             1992   AIM Funds Group

  Melville B. Cox -- 1943..  1998   AIM Floating Rate Fund, AIM          Vice President and Chief Compliance
    Vice President                  Growth Series, AIM Investment        Officer, A I M Advisors, Inc. and A I M
                                    Funds and AIM Special Opportunities  Capital Management, Inc.; and Vice
                                    Funds                                President, A I M Fund Services, Inc.

                             1993   AIM Tax-Exempt Funds


                                      C-2





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

                                1992   AIM Equity Funds, AIM Funds
                                       Group, AIM Investments Securities
                                       Funds, AIM Summit Fund and Short-
                                       Term Investments Trust

Karen Dunn Kelley -- 1960.....  2001   AIM Floating Rate Fund               Managing Director and Chief Cash
  Vice President                                                            Management Officer, A I M Capital
                                                                            Management, Inc., Director and
                                                                            President, Fund Management Company;
                                                                            and Vice President, A I M Advisors, Inc.

                                1993   AIM Tax-Exempt Funds

                                1992   AIM Funds Group and AIM
                                       Investments Securities Funds

                                1989   Short-Term Investments Trust

Edgar M. Larsen -- 1940.......  2002   AIM Growth Series AIM Tax-Exempt     Vice President, A I M Advisors, Inc.; and
  Vice President                       Funds, AIM Investment Funds, AIM     President, Chief Executive Officer and
                                       Investments Securities Funds and     Chief Investment Officer, A I M Capital
                                       Short-Term Investments Trust         Management, Inc.

                                2001   AIM Floating Rate Fund

                                1999   AIM Equity Funds, AIM Funds
                                       Group, AIM Special Opportunities
                                       Funds and AIM Summit Fund

Dana R. Sutton -- 1959........  1998   AIM Floating Rate Fund, AIM          Vice President and Fund Treasurer,
  Vice President and Treasurer         Growth Series, AIM Investment        A I M Advisors, Inc.
                                       Funds and AIM Special Opportunities
                                       Funds

                                1993   AIM Tax-Exempt Funds

                                1992   AIM Funds Group

                                1988   AIM Equity Funds and AIM
                                       Investments Securities Funds

                                1986   Short-Term Investments Trust

                                1985   AIM Summit Fund

Nancy L. Martin -- 1957.......  2003   AIM Floating Rate Fund, AIM Equity   Vice President, A I M Advisors, Inc.; and
  Secretary                            Funds, AIM Funds Group, AIM          Vice President and General Counsel,
                                       Growth Series, AIM Investment        A I M Capital Management, Inc.
                                       Funds, AIM Investment Securities
                                       Funds, AIM Special Opportunities
                                       Funds, AIM Summit Fund, AIM Tax-
                                       Exempt Funds and Short-Term
                                       Investments Trust



                                      C-3



                                   EXHIBIT D

                       SECURITY OWNERSHIP OF MANAGEMENT

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

AIM EQUITY FUNDS



                                                               SHARES OWNED
                                FUND                         BENEFICIALLY AS  PERCENT OF
NAME OF TRUSTEE/NOMINEE/OFFICER (CLASS)                      OF JULY 25, 2003   CLASS
- ------------------------------- -------                      ---------------- ----------
                                                                     
Frank S. Bayley................ AIM Charter Fund                   660.856        *
                                  (Class A)
                                AIM Mid Cap Growth Fund            873.687        *
                                  (Class A)
Bruce L. Crockett.............. AIM Aggressive Growth Fund         145.166        *
                                  (Class A)
                                AIM Blue Chip Fund                 338.293(1)     *
                                  (Class A)
                                AIM Charter Fund                   111.189        *
                                  (Class A)
                                AIM Constellation Fund              59.585        *
                                  (Class A)
                                AIM Large Cap Growth Fund          420.677(1)     *
                                  (Class A)
                                AIM Weingarten Fund                 81.892        *
                                  (Class A)
Albert R. Dowden............... AIM Blue Chip Fund               1,319.261        *
                                  (Class A)
                                AIM Emerging Growth Fund         3,176.397        *
                                  (Class A)
Edward K. Dunn, Jr............. AIM Capital Development Fund    13,679.892(1)     *
                                  (Class A)
Jack M. Fields................. AIM Blue Chip Fund               9,975.382(1)     *
                                  (Class A)
                                AIM Charter Fund                 9,990.609(1)     *
                                  (Class A)
                                AIM Constellation Fund           5,494.703(1)     *
                                  (Class A)
                                AIM Weingarten Fund              8,582.683(1)     *
                                  (Class A)
Carl Frischling................ AIM Aggressive Growth Fund      11,444.167(1)     *
                                  (Class A)
                                AIM Blue Chip Fund              12,070.154(1)     *
                                  (Class A)
                                AIM Capital Development Fund     8,050.531(1)     *
                                  (Class A)
                                AIM Charter Fund                11,287.405(1)     *
                                  (Class A)
                                AIM Constellation Fund           5,562.122(1)     *
                                  (Class A)
                                AIM Weingarten Fund              5,999.171        *
                                  (Class A)


                                      D-1





                                                                 SHARES OWNED
                                FUND                           BENEFICIALLY AS  PERCENT OF
NAME OF TRUSTEE/NOMINEE/OFFICER (CLASS)                        OF JULY 25, 2003   CLASS
- ------------------------------- -------                        ---------------- ----------
                                                                       
Robert H. Graham............... AIM Aggressive Growth Fund         4,223.634        *
                                  (Class A)
                                AIM Blue Chip Fund                17,184.897        *
                                  (Class A)
                                AIM Capital Development Fund      14,334.743        *
                                  (Class A)
                                AIM Charter Fund                  29,763.543        *
                                  (Class A)
                                AIM Constellation Fund            14,565.484        *
                                  (Class A)
                                AIM Diversified Dividend Fund     14,769.332        *
                                  (Class A)
                                AIM Emerging Growth Fund          14,711.529        *
                                  (Class A)
                                AIM Large Cap Growth Fund         24,894.591        *
                                  (Class A)
                                AIM Mid Cap Growth Fund           19,755.749        *
                                  (Class A)
                                AIM Weingarten Fund                4,360.461        *
                                  (Class A)
Prema Mathai-Davis............. AIM Aggressive Growth Fund         7,129.173(1)     *
                                  (Class A)
                                AIM Blue Chip Fund                 3,251.756(1)     *
                                  (Class A)
                                AIM Large Cap Basic Value Fund     3,656.502(1)     *
                                  (Class A)
Lewis F. Pennock............... AIM Charter Fund                   1,528.038        *
                                  (Class A)
                                AIM Large Cap Basic Value Fund        316.79        *
                                  (Class A)
Louis S. Sklar................. AIM Aggressive Growth Fund        11,898.876(1)     *
                                  (Class A)
                                AIM Charter Fund                  23,519.317(1)     *
                                  (Class A)
                                AIM Constellation Fund            12,464.989(1)     *
                                  (Class A)
                                AIM Weingarten Fund               11,186.805(1)     *
                                  (Class A)
Mark H. Williamson............. AIM Large Cap Growth Fund         26,143.791        *
                                  (Class A)
Gary T. Crum................... AIM Aggressive Growth Fund        22,911.894        *
                                  (Class A)
                                AIM Blue Chip Fund                 12,417.27        *
                                  (Class A)
                                AIM Constellation Fund              2,240.15        *
                                  (Class A)
                                AIM Emerging Growth Fund         108,635.256        *
                                  (Class A)
                                AIM Weingarten Fund               11,387.185        *
                                  (Class A)


                                      D-2





                                                                    SHARES OWNED
                                   FUND                           BENEFICIALLY AS  PERCENT OF
NAME OF TRUSTEE/NOMINEE/OFFICER    (CLASS)                        OF JULY 25, 2003   CLASS
- -------------------------------    -------                        ---------------- ----------
                                                                          
Robert G. Alley................... AIM Aggressive Growth Fund         7,794.792          *
                                     (Class A)
                                   AIM Capital Development Fund      10,151.765          *
                                     (Class A)
Stuart W. Coco.................... AIM Aggressive Growth Fund            948.05          *
                                     (Class A)
                                   AIM Blue Chip Fund                 1,343.124          *
                                     (Class A)
Edgar M. Larsen................... AIM Blue Chip Fund                10,715.213          *
                                     (Class A)
                                   AIM Capital Development Fund      20,120.599          *
                                     (Class A)
                                   AIM Charter Fund                   2,204.586          *
                                     (Class A)
                                   AIM Emerging Growth Fund          22,027.827          *
                                     (Class A)
                                   AIM Large Cap Basic Value Fund     6,345.566          *
                                     (Class A)
                                   AIM Large Cap Growth Fund          8,932.772          *
                                     (Class A)
                                   AIM Mid Cap Growth Fund            25,000.00          *
                                     (Class A)
Dana R. Sutton.................... AIM Aggressive Growth Fund         3,502.639          *
                                     (Class A)
                                   AIM Capital Development Fund         736.384          *
                                     (Class A)
                                   AIM Charter Fund                   5,634.251          *
                                     (Class A)
                                   AIM Weingarten Fund                2,611.881          *
                                     (Class A)
Nancy L. Martin................... AIM Aggressive Growth Fund         4,416.109          *
                                     (Class A)
                                   AIM Capital Development Fund       1,566.517          *
                                     (Class A)
All Trustees, Nominees and current AIM Aggressive Growth Fund                            *
  Executive Officers as a group...   (Class A)                         74,414.5
                                   AIM Blue Chip Fund                 68,615.35          *
                                     (Class A)
                                   AIM Capital Development Fund      68,640.431          *
                                     (Class A)
                                   AIM Charter Fund                  84,699.794          *
                                     (Class A)
                                   AIM Constellation Fund            40,387.033          *
                                     (Class A)
                                   AIM Diversified Dividend Fund     14,769.332          *
                                     (Class A)
                                   AIM Emerging Growth Fund         148,551.009       1.10%
                                     (Class A)


                                      D-3





                                                                 SHARES OWNED
                                FUND                           BENEFICIALLY AS  PERCENT OF
NAME OF TRUSTEE/NOMINEE/OFFICER (CLASS)                        OF JULY 25, 2003   CLASS
- ------------------------------- -------                        ---------------- ----------
                                                                       
                                AIM Large Cap Basic Value Fund    10,318.858        *
                                  (Class A)
                                AIM Large Cap Growth Fund         60,391.831        *
                                  (Class A)
                                AIM Mid Cap Growth Fund           45,629.436        *
                                  (Class A)
                                AIM Weingarten Fund               44,210.078        *
                                  (Class A)

- --------
*   Less than 1% of the outstanding shares of the class.
(1) Certain of these shares may be attributed to shares credited to the
    applicable trustee under the trustees' Deferred Compensation Agreements.

AIM FLOATING RATE FUND

  To the best knowledge of AIM Floating Rate Fund, as of July 25, 2003, no
  trustee, nominee or current executive officer of AIM Floating Rate Fund owned
  shares of beneficial interest of any class of the Fund.

                                      D-4




                                                                               
AIM FUNDS GROUP

                                                                         SHARES OWNED
                                FUND                                   BENEFICIALLY AS  PERCENT OF
NAME OF TRUSTEE/NOMINEE/OFFICER (CLASS)                                OF JULY 25, 2003   CLASS
- ------------------------------- -------                                ---------------- ----------
Frank S. Bayley................ AIM European Small Company Fund              767.162        *
                                  (Class A)
                                AIM Premier Equity Fund                       830.10        *
                                  (Class A)
Bruce L. Crockett.............. AIM Mid Cap Basic Value Fund                 368.615        *
                                  (Class A)
                                AIM Premier Equity Fund                      134.223        *
                                  (Class A)
                                AIM Select Equity Fund                        86.872        *
                                  (Class A)
                                AIM Small Cap Equity Fund                    366.263(1)     *
                                  (Class A)
Albert R. Dowden............... AIM Small Cap Equity Fund                  1,707.316        *
                                  (Class A)
Jack M. Fields................. AIM Premier Equity Fund                   11,786.685(1)     *
                                  (Class A)
Carl Frischling................ AIM Basic Balanced Fund                    7,102.803(1)     *
                                  (Class A)
                                AIM European Small Company Fund            6,195.787        *
                                  (Class A)
                                AIM International Emerging Growth Fund     3,889.854(1)     *
                                  (Class A)
                                AIM Premier Equity Fund                    5,907.491(1)     *
                                  (Class A)
Robert H. Graham............... AIM Balanced Fund                          5,148.945        *
                                  (Class A)
                                AIM Premier Equity Fund                    8,608.982        *
                                  (Class A)
                                AIM Small Cap Equity Fund                 18,939.394        *
                                  (Class A)
Prema Mathai-Davis............. AIM European Small Company Fund            1,422.998(1)     *
                                  (Class A)
Lewis F. Pennock............... AIM Balanced Fund                             969.14        *
                                  (Class A)
Robert G. Alley................ AIM Balanced Fund                          4,527.551        *
                                  (Class A)
Stuart W. Coco................. AIM New Technology Fund                    2,522.704        *
                                  (Class A)
                                AIM Premier Equity II Fund                 2,517.011        *
                                  (Class A)
Edgar M. Larsen................ AIM European Small Company Fund            18,209.96        *
                                  (Class A)
                                AIM New Technology Fund                    10,560.76        *
                                  (Class A)
                                AIM Premier Equity II Fund                 6,637.831        *
                                  (Class A)
                                AIM Small Cap Equity Fund                  6,547.298        *
                                  (Class A)


                                      D-5






                                                                            SHARES OWNED
                                   FUND                                   BENEFICIALLY AS  PERCENT OF
NAME OF TRUSTEE/NOMINEE/OFFICER    (CLASS)                                OF JULY 25, 2003   CLASS
- -------------------------------    -------                                ---------------- ----------
                                                                                  
All Trustees, Nominees and current AIM Balanced Fund                         10,645.636          *
  Executive Officers as a group...   (Class A)
                                   AIM Basic Balanced Fund                    7,102.803          *
                                     (Class A)
                                   AIM European Small Company Fund           26,595.907       1.06%
                                     (Class A)
                                   AIM International Emerging Growth Fund     3,889.854          *
                                     (Class A)
                                   AIM Mid Cap Basic Value Fund                 368.615          *
                                     (Class A)
                                   AIM New Technology Fund                   13,083.464          *
                                     (Class A)
                                   AIM Premier Equity Fund                   27,267.481          *
                                     (Class A)
                                   AIM Premier Equity II Fund                 9,154.842          *
                                     (Class A)
                                   AIM Select Equity Fund                        86.872          *
                                     (Class A)
                                   AIM Small Cap Equity Fund                 27,560.271          *
                                     (Class A)

- --------
*   Less than 1% of the outstanding shares of the class.
(1) Certain of these shares may be attributed to shares credited to the
    applicable trustee under the trustees' Deferrred Compensation Agreements.

                                      D-6




                                                                        
AIM GROWTH SERIES

                                                                  SHARES OWNED
                                   FUND                         BENEFICIALLY AS  PERCENT OF
NAME OF TRUSTEE/NOMINEE/OFFICER    (CLASS)                      OF JULY 25, 2003   CLASS
- -------------------------------    -------                      ---------------- ----------

Albert R. Dowden.................. AIM Basic Value Fund               576.593        *
                                     (Class A)
                                   AIM Mid Cap Core Equity Fund     1,820.231        *
                                     (Class A)
Edward K. Dunn, Jr................ AIM Basic Value Fund                452.08        *
                                     (Class A)
                                   AIM Mid Cap Core Equity Fund       471.921        *
                                     (Class A)
Carl Frischling................... AIM Basic Value Fund             4,932.513(1)     *
                                     (Class A)
                                   AIM Mid Cap Core Equity Fund     5,145.893(1)     *
                                     (Class A)
Robert H. Graham.................. AIM Basic Value Fund             2,041.874        *
                                     (Class A)
                                   AIM Mid Cap Core Equity Fund     4,735.099        *
                                     (Class A)
Lewis F. Pennock.................. AIM Basic Value Fund               136.178        *
                                     (Class A)
                                   AIM Mid Cap Core Equity Fund        141.71        *
                                     (Class A)
Mark H. Williamson................ AIM Basic Value Fund              9,181.01        *
                                     (Class A)
Stuart W. Coco.................... AIM Small Cap Growth Fund          422.769        *
                                     (Class A)
Edgar M. Larsen................... AIM Basic Value Fund             1,437.523        *
                                     (Class A)
                                   AIM Mid Cap Core Equity Fund        405.01        *
                                     (Class A)
                                   AIM Small Cap Growth Fund        2,448.695        *
                                     (Class A)
Nancy L. Martin................... AIM Small Cap Growth Fund        3,317.272        *
                                     (Class A)
All Trustees, Nominees and current AIM Basic Value Fund            18,757.771        *
  Executive Officers as a group...   (Class A)
                                   AIM Mid Cap Core Equity Fund    12,719.864        *
                                     (Class A)
                                   AIM Small Cap Growth Fund        6,188.736        *
                                     (Class A)

- --------
*   Less than 1% of the outstanding shares of the class.
(1) Certain of these shares may be attributed to shares credited to the
    applicable trustees' Deferred Compensation Agreements.

                                      D-7




                                                                                  
AIM INVESTMENT FUNDS

                                                                            SHARES OWNED
                                   FUND                                   BENEFICIALLY AS  PERCENT OF
NAME OF TRUSTEE/NOMINEE/OFFICER    (CLASS)                                OF JULY 25, 2003   CLASS
- -------------------------------    -------                                ---------------- ----------

Frank S. Bayley................... AIM Developing Markets Fund                   183.08          *
                                     (Class A)
Edward K. Dunn, Jr................ AIM Global Science and Technology Fund       703.202          *
                                     (Class A)
Robert H. Graham.................. AIM Developing Markets Fund                6,229.792          *
                                     (Class A)
                                   AIM Libra Fund                             8,319.468          *
                                     (Class A)
Ruth H. Quigley................... AIM Developing Markets Fund                  264.305          *
                                     (Class A)
Gary T. Crum...................... AIM Libra Fund                            27,314.886       2.40%
                                     (Class A)
All Trustees, Nominees and current AIM Developing Markets Fund                6,677.177          *
  Executive Officers as a group...   (Class A)
                                   AIM Global Science and Technology Fund       703.202          *
                                     (Class A)
                                   AIM Libra Fund                            35,634.354       3.13%
                                     (Class A)

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

                                      D-8




                                                                            
AIM INVESTMENT SECURITIES FUNDS

                                                                     SHARES OWNED
                                FUND                               BENEFICIALLY AS   PERCENT OF
NAME OF TRUSTEE/NOMINEE/OFFICER (CLASS)                            OF JULY 25, 2003    CLASS
- ------------------------------- -------                            ----------------  ----------

Frank S. Bayley................ AIM Income Fund                         2,509.617          *
                                  (Class A)
Bruce L. Crockett.............. AIM High Yield Fund                       217.094          *
                                  (Class A)
Edward K. Dunn, Jr............. AIM High Yield Fund                     2,829.037          *
                                  (Class A)
                                AIM Money Market Fund                  172,087.06(1)       *
                                  (Cash Reserve)
Carl Frischling................ AIM High Yield Fund                    13,380.037          *
                                  (Class A)
Robert H. Graham............... AIM High Yield Fund                     3,270.403          *
                                  (Class A)
                                AIM Limited Maturity Treasury Fund     35,584.261          *
                                  (Class A)
                                AIM Money Market Fund                  877,776.54          *
                                  (Cash Reserve)
                                AIM Municipal Bond Fund                 19,954.69          *
                                  (Class A)
Lewis F. Pennock............... AIM High Yield Fund                     1,860.568          *
                                  (Class A)
Gary T. Crum................... AIM High Yield Fund                    179,204.05          *
                                  (Class A)
                                AIM Money Market Fund                   37,272.40          *
                                  (Class C)
                                AIM Municipal Bond Fund             1,730,989.178       4.24%
                                  (Class A)
Stuart W. Coco................. AIM Money Market Fund                1,939,910.92          *
                                  (Cash Reserve)
Edgar M. Larsen................ AIM Limited Maturity Treasury Fund    235,802.478          *
                                  (Class A)
                                AIM Money Market Fund                  594,375.46          *
                                  (Cash Reserve)
Dana R. Sutton................. AIM High Yield Fund                     3,473.529          *
                                  (Class A)
                                AIM Limited Maturity Treasury Fund      1,838.391          *
                                  (Class A)
                                AIM Money Market Fund                  415,532.48          *
                                  (Cash Reserve)
Nancy L. Martin................ AIM Money Market Fund                  222,581.75          *
                                  (Cash Reserve)


                                      D-9






                                                                        SHARES OWNED
                                                 FUND                 BENEFICIALLY AS  PERCENT OF
NAME OF TRUSTEE/NOMINEE/OFFICER                 (CLASS)               OF JULY 25, 2003   CLASS
- -------------------------------                 -------               ---------------- ----------
                                                                              
All Trustees, Nominees and current AIM High Yield Fund
  Executive Officers as a group...   (Class A)                           204,234.718         *
                                   AIM Income Fund                         2,509.617         *
                                     (Class A)
                                   AIM Limited Maturity Treasury Fund     273,225.13         *
                                     (Class A)
                                   AIM Money Market Fund                   37,272.40         *
                                     (Class C)
                                   AIM Money Market Fund                4,222,264.21         *
                                     (Cash Reserve)
                                   AIM Municipal Bond Fund             1,750,943.868      4.29%
                                     (Class A)

- --------
*   Less than 1% of the outstanding shares of the class.
(1) Certain of these shares may be attributed to shares credited to the
    applicable trustee under the trustees' Deferred Compensation Agreements.

                                     D-10




                                                                   
AIM SPECIAL OPPORTUNITIES FUNDS

                                                             SHARES OWNED
                                FUND                       BENEFICIALLY AS  PERCENT OF
NAME OF TRUSTEE/NOMINEE/OFFICER (CLASS)                    OF JULY 25, 2003   CLASS
- ------------------------------- -------                    ---------------- ----------
Edward K. Dunn, Jr............. AIM Opportunities III Fund    19,054.116(1)     *
                                  (Class A)
Carl Frischling................ AIM Opportunities I Fund       2,509.718(1)     *
                                  (Class A)
                                AIM Opportunities II Fund     13,420.619(1)     *
                                  (Class A)
                                AIM Opportunities III Fund      3,674.33(1)     *
                                  (Class A)
Robert H. Graham............... AIM Opportunities I Fund      17,781.265        *
                                  (Class A)
                                AIM Opportunities III Fund     6,665.355        *
                                  (Class A)
Prema Mathai-Davis............. AIM Opportunities II Fund      1,683.578(1)     *
                                  (Class A)
                                AIM Opportunities III Fund     7,943.224(1)     *
                                  (Class A)
Gary T. Crum................... AIM Opportunities I Fund      44,630.977        *
                                  (Class A)
Robert G. Alley................ AIM Opportunities I Fund         528.429        *
                                  (Class A)
                                AIM Opportunities II Fund        306.933        *
                                  (Class A)
                                AIM Opportunities III Fund    16,137.039        *
                                  (Class A)
Stuart W. Coco................. AIM Opportunities I Fund       4,432.075        *
                                  (Class A)
                                AIM Opportunities II Fund        924.898        *
                                  (Class A)
                                AIM Opportunities III Fund     2,033.185        *
                                  (Class A)
Edgar M. Larsen................ AIM Opportunities I Fund       9,474.704        *
                                  (Class A)
                                AIM Opportunities II Fund      1,757.584        *
                                  (Class A)
                                AIM Opportunities III Fund     5,613.999        *
                                  (Class A)
Dana R. Sutton................. AIM Opportunities I Fund          68.276        *
                                  (Class A)
                                AIM Opportunities III Fund     7,246.259        *
                                  (Class A)
Nancy L. Martin................ AIM Opportunities I Fund       7,798.774        *
                                  (Class A)
                                AIM Opportunities II Fund      1,984.369        *
                                  (Class A)
                                AIM Opportunities III Fund       728.211        *
                                  (Class A)


                                     D-11





                                                                SHARES OWNED
                                   FUND                       BENEFICIALLY AS  PERCENT OF
NAME OF TRUSTEE/NOMINEE/OFFICER    (CLASS)                    OF JULY 25, 2003   CLASS
- -------------------------------    -------                    ---------------- ----------
                                                                      
All Trustees, Nominees and current AIM Opportunities I Fund      87,224.218        *
  Executive Officers as a group...   (Class A)
                                   AIM Opportunities II Fund     20,077.981        *
                                     (Class A)
                                   AIM Opportunities III Fund    69,095.718        *
                                     (Class A)

- --------
 * Less than 1% of the outstanding shares of the class.
(1) Certain of these shares may be attributed to shares credited to the
    applicable trustee under the trustees' Deferred Compensation Agreements.


                                                                    
AIM SUMMIT FUND

                                                              SHARES OWNED
                                   FUND                     BENEFICIALLY AS  PERCENT OF
NAME OF TRUSTEE/NOMINEE/OFFICER    (PLAN)                   OF JULY 25, 2003   CLASS
- -------------------------------    ------                   ---------------- ----------
Robert H. Graham.................. Summit Investors Plans I    8,018.791         *
All Trustees, Nominees and current                             8,018.791         *
  Executive Officers as a group... Summit Investors Plans I

- --------
* Less than 1% of the outstanding shares of the plans.

                                     D-12




                                                                          
AIM TAX-EXEMPT FUNDS

                                                                    SHARES OWNED
                                   FUND                           BENEFICIALLY AS  PERCENT OF
NAME OF TRUSTEE/NOMINEE/OFFICER    (CLASS)                        OF JULY 25, 2003   CLASS*
- -------------------------------    -------                        ---------------- ----------
Robert H. Graham.................. AIM High Income Municipal Fund     27,684.579         *
                                     (Class A)
                                   AIM-Tax-Exempt Cash Fund         4,796,809.32      6.02%
                                     (Class A)
                                   AIM Tax-Free Intermediate Fund    116,992.355         *
                                     (Class A)
Lewis F. Pennock.................. AIM Tax-Free Intermediate Fund        441.137         *
                                     (Class A)
Gary T. Crum...................... AIM High Income Municipal Fund    585,480.094      6.05%
                                     (Class A)
                                   AIM-Tax-Exempt Cash Fund         6,988,440.97      8.77%
                                     (Class A)
                                   AIM Tax-Free Intermediate Fund  2,138,314.375      5.26%
                                     (Class A)
Robert G. Alley................... AIM High Income Municipal Fund     22,873.439         *
                                     (Class A)
                                   AIM-Tax-Exempt Cash Fund           151,110.47         *
                                     (Class A)
                                   AIM Tax-Free Intermediate Fund      1,684.439         *
                                     (Class A)
Edgar M. Larsen................... AIM High Income Municipal Fund     13,000.207         *
                                     (Class A)
                                   AIM-Tax-Exempt Cash Fund           511,620.46         *
                                     (Class A)
Dana R. Sutton.................... AIM Tax-Free Intermediate Fund      5,371.609         *
                                     (Class A)
All Trustees, Nominees and current AIM High Income Municipal Fund    649,038.319      6.71%
  Executive Officers as a group...   (Class A)
                                   AIM-Tax-Exempt Cash Fund        12,447,981.22     15.63%
                                     (Class A)
                                   AIM Tax-Free Intermediate Fund  2,262,803.915      5.57%
                                     (Class A)

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

                                     D-13



                                   EXHIBIT E

                       OWNERSHIP OF SHARES OF THE FUNDS

SIGNIFICANT HOLDERS

   Listed below is the name, address and percent ownership of each person who,
as of July 25, 2003, to the best knowledge of Trusts owned 5% or more of any
class of the outstanding shares of a Fund. A shareholder who owns beneficially
25% or more of the outstanding securities of a Fund is presumed to "control"
the Fund as defined in the 1940 Act. Such control may affect the voting rights
of other shareholders.



                                                      NUMBER OF SHARES PERCENT OF CLASS
NAME AND ADDRESS OF RECORD OWNER         FUND (CLASS) OWNED OF RECORD  OWNED OF RECORD*
- --------------------------------         ------------ ---------------- ----------------
                                                              
AIM EQUITY FUNDS

AIM AGGRESSIVE GROWTH FUND

The Manufacturers Life Insurance Company
  (U.S.A.)..............................   Class A     28,067,059.91        12.34%
 250 Bloor St. East 7th Floor
 Toronto, ON M4W 1E5
 Canada

Merrill Lynch Pierce Fenner & Smith.....   Class A     18,151,110.92         7.98%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct.....   Class A     12,367,906.61         5.44%
 Attn: Cindy Tempesta 7th Fl.
 333 West 34th St.
 New York, N.Y. 10001-2402

Merrill Lynch Pierce Fenner & Smith.....   Class C      1,234,484.89        13.02%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct.....   Class C        486,607.51         5.13%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, N.Y. 10001-2402

MCB Trust Services Cust. FBO............   Class R         27,108.66        23.39%
 Plastic & Hand Surgery Association
 700 17th Street
 Suite 300
 Denver, CO 80202-3531

Reliance Trust Company Custodian........   Class R         16,529.08        14.26%
 FBO Olson International LTD 401K Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529

Reliance Trust Co.......................   Class R         14,347.77        12.38%
 FBO Northern Printing Network 401K
 P.O. Box 48529
 Atlanta, GA 30362-1529


                                      E-1





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

MCB Trust Services Cust. FBO........       Class R             6,490.96          5.60%
 The Northbridge Group, Inc.
 700 17th Street
 Suite 300
 Denver, CO 80202-3531

Patterson & Co. FBO................. Institutional Class     231,363.26         81.40%
 Freudenberg PN
 1525 West WT Harris Blvd NC 1151
 Charlotte, NC 28288-0001

Patterson & Co. FBO................. Institutional Class      33,245.62         11.70%
 Freudenberg SPUN
 1525 West WT Harris Blvd NC 1151
 Charlotte, NC 28288-0001

First Command Bank Trust............ Institutional Class      16,341.26          5.75%
 Attention: Trust Department
 P.O. Box 901075
 Fort Worth, TX 76101-2075

AIM BASIC VALUE II FUND

A I M Advisors, Inc.................       Class A            40,476.17        100.00%
 Attn: David Hessel
 11 Greenway Plaza Ste 100
 Houston, TX 77046-1173

A I M Advisors, Inc.................       Class B            30,357.38        100.00%
 Attn: David Hessel
 11 Greenway Plaza Ste 100
 Houston, TX 77046-1173

A I M Advisors, Inc.................       Class C            30,357.38        100.00%
 Attn: David Hessel
 11 Greenway Plaza Ste 100
 Houston, TX 77046-1173

AIM BLUE CHIP FUND

Merrill Lynch Pierce Fenner & Smith.       Class A        10,430,933.18          7.56%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.       Class B         9,717,122.47          7.91%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct.       Class B         8,042,237.11          6.54%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402


                                      E-2





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

Merrill Lynch Pierce Fenner & Smith       Class C         4,500,456.90         15.27%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct       Class C         2,177,246.70          7.39%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Banc One Securities Corp. FBO......       Class C         2,124,917.59          7.21%
 The One Investment Solution
 Attn: Wrap Processing OH1-1244
 1111 Polaris Pkwy Suite J-2
 Columbus, OH 43240-2050

D & L Manufacturing Inc. 401K PSP..       Class R            11,488.21         17.57%
 Lee Eslicker TTEE
 Omnibus Account
 P.O. Box 52427
 Tulsa, OK 74152-0427

Norm Wagner TTEE FBO...............       Class R            11,063.68         16.92%
 Norm Wagner Automotive 401K Plan
 39 Massachusetts Ave
 Lunenburg, MA 01462-1212

Reliance Trust Company Custodian...       Class R             8,467.69         12.95%
 FBO Mecklenburg Neurological
 Associates PA 401K Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529

Walsh & Sons Construction Corp.....       Class R             3,291.55          5.03%
 Forfeiture Account
 DTD 12/01/1982
 3209 Vestal Pkwy E
 Vestal, NY 13850-2154

First Command Bank Trust........... Institutional Class      13,195.31        100.00%
 Attention: Trust Department
 P.O. Box 901075
 Fort Worth, TX 76101-2075

AIM CAPITAL DEVELOPMENT FUND

Merrill Lynch Pierce Fenner & Smith       Class A         2,212,618.28          6.60%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith       Class B         2,594,297.33         10.15%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484


                                      E-3





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

Citigroup Global Markets House Acct.......       Class B         1,810,923.87          7.08%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith.......       Class C           588,892.78         13.81%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Coastgear & Company.......................       Class C           391,838.50          9.19%
 State Street Bank & Trust
 Attn: Kevin Smith
 105 Rosemont Avenue
 Westwood, MA 02090-2318

Citigroup Global Markets House Acct.......       Class C           214,610.87          5.03%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

AMVESCAP Natl Tr Co FBO Equator...........       Class R            42,070.11         62.73%
 Technologies, Inc. 401(K) Retirement Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

Reliance Trust Company Custodian..........       Class R             5,094.99          7.60%
 FBO Agents Assistance Corporation of
 Michigan 401K
 P.O. Box 48529
 Atlanta, GA 30362-1529

Capital Bank & Trust Company TTEE.........       Class R             3,497.38          5.21%
 FBO 401K FBO
 All Kinds of Minds 401K
 c/o Premier/Fascorp
 8515 E. Orchard Rd 2T2
 Englewood, CO 80111-5037

A I M Advisors, Inc....................... Institutional Class         579.71        100.00%
 Attn: David Hessel
 11 Greenway Plaza Ste 100
 Houston, TX 77046-1173

AIM CHARTER FUND

Merrill Lynch Pierce Fenner & Smith.......       Class A        15,911,130.52          8.47%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct.......       Class A        10,062,495.76          5.36%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402


                                      E-4





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

Citigroup Global Markets House Acct..........       Class B         7,204,362.12         6.32%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith..........       Class B         6,633,356.68         5.82%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith..........       Class C         2,271,284.72        14.23%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct..........       Class C         1,154,662.08         7.24%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

AMVESCAP Natl Tr Co. FBO Equator.............       Class R            39,363.89        41.34%
 Technologies, Inc. 401(K) Retirement Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

INVESCO Trust Company TTEE...................       Class R            17,616.68        18.50%
 FBO Big Horn Basin
 Orthppaedic Clinic PC
 401K Profit Sharing Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

Reliance Trust Company Custodian.............       Class R             7,452.86         7.83%
 FBO Non Commissioned Officers Association of
   the United States of America 401K Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529

Walsh & Sons Construction Corp...............       Class R             5,550.29         5.83%
 Forfeiture Account
 DTD 12/01/1982
 3209 Vestal Pkwy E.
 Vestal, NY 13850-2154

First Command Bank Trust..................... Institutional Class      40,622.74        25.00%
 Attention: Trust Department
 P.O. Box 901075
 Fort Worth, TX 76101-2075

Ruth and Ted Bauer........................... Institutional Class      18,200.00        11.20%
 Family Foundation
 11 Greenway Plaza, Suite 2600
 Houston, TX 77046-1100


                                      E-5





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

City National Bank..................... Institutional Class      13,986.98         8.61%
 Attn: Trust Operations/Mutual Funds
 P.O. Box 60520
 Los Angeles, CA 90060-0520

Town of Watertown, Trustee............. Institutional Class      11,372.36         7.00%
 FBO Town of Watertown
 457 Deferred Compensation Plan
 c/o Great West, Recordkeeper
 8515 E. Orchard Rd. 2T2
 Englewood, CO 80111-5037

City of Springfield, Trustee, FBO...... Institutional Class       8,628.57         5.31%
 City of Springfield 457 DCP
 c/o Great West, Recordkeeper
 8515 E. Orchard Rd. 2T2
 Engelwood, CO 80111-5037

AIM CONSTELLATION FUND

Merrill Lynch Pierce Fenner & Smith....       Class A        39,500,473.82        11.50%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct....       Class A        20,395,142.46         5.94%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Citigroup Global Markets House Acct....       Class B         2,038,212.97         5.66%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith....       Class B         1,843,597.33         5.12%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith....       Class C         1,811,470.73        17.74%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct....       Class C           771,271.18         7.55%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Reliance Trust Company Cust FBO........       Class R            25,299.34        26.69%
 William J Kamm and Sons Inc. 401K Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529


                                      E-6





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

AMVESCAP National Trust Company TTE........       Class R            16,433.82         17.33%
 FBO Guys Inc. 401(k) Profit Sharing Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

Reliance Trust Company Custodian...........       Class R            12,078.16         12.74%
 FBO Stadtmauer Bailkin LLP
 401K Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529

Airbrush Images Inc. 401K Plan.............       Class R            10,711.44         11.30%
 Daniel E. Henrichs TTEE
 850 N. FM 3083
 Conroe, TX 77303-1850

Reliance Trust Company Custodian...........       Class R             5,776.26          6.09%
 FBO Mecklenburg Neurological
 Associates PA 401K Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529

Ohio Public Employees Deferred Compensation Institutional Class   4,385,193.49         63.62%
 250 Civic Center Dr. Ste. 350
 Columbus, OH 43215-5450

Wells Fargo Bank West NA Cust.............. Institutional Class     758,853.85         11.01%
 City of Houston
 457 Deferred Compensation Plan
 c/o Great West, Recordkeeper
 8515 E. Orchard Rd. 2T2
 Englewood, CO 80111-5037

Nationwide Trust Company FBO............... Institutional Class     659,789.40          9.57%
 Participating Retirement Plans
 c/o IPO Portfolio Accounting
 P.O. Box 182029
 Columbus, OH 43218-2029

State of Vermont Deferred Comp............. Institutional Class     531,323.74          7.71%
 c/o Great West Life
 8515 E. Orchard Rd. 2T2
 Greenwood Village, CO 80111-5037

AIM CORE STRATEGIES FUND

A I M Advisors, Inc........................       Class A            40,722.67        100.00%
 Attn: David Hessel
 11 Greenway Plaza Ste. 100
 Houston, TX 77046-1173

A I M Advisors, Inc........................       Class B            30,542.26        100.00%
 Attn: David Hessel
 11 Greenway Plaza Ste. 100
 Houston, TX 77046-1173


                                      E-7





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

A I M Advisors, Inc.................   Class C         30,542.26        100.00%
 Attn: David Hessel
 11 Greenway Plaza Ste. 100
 Houston, TX 77046-1173

AIM DENT DEMOGRAPHIC TRENDS FUND

Citigroup Global Markets House Acct.   Class A      1,584,621.05          5.72%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith.   Class A      1,439,019.55          5.19%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.   Class B      3,667,456.61         10.82%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct.   Class B      3,388,110.65         10.00%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith.   Class C      2,288,105.31         17.52%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct.   Class C      1,463,048.21         11.20%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

AIM DIVERSIFIED DIVIDEND FUND

Merrill Lynch Pierce Fenner & Smith.   Class A        134,201.01          7.58%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.   Class B        253,756.94         14.66%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Legg Mason Wood Walker Inc..........   Class C         26,756.02          5.94%
 P.O. Box 1476
 Baltimore, MD 21203-1476


                                      E-8





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

AIM EMERGING GROWTH FUND

Merrill Lynch Pierce Fenner & Smith.........   Class A      1,012,118.36         7.49%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.........   Class B        562,907.07         6.56%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.........   Class C        600,548.17        16.58%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

AIM LARGE CAP BASIC VALUE FUND

Merrill Lynch Pierce Fenner & Smith.........   Class A      2,718,354.08        24.84%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.........   Class B        965,798.23        13.77%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.........   Class C        550,009.38        23.63%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

A Taghi Partners Safe Harbor 401K...........   Class R          3,237.45        15.78%
 Ali Taghizadeh or Houshang Taghizadeh TTEES
 Omnibus Account
 5116 Westheimer
 Houston, TX 77056-5506

MCB Trust Services Cust FBO.................   Class R          2,842.28        13.85%
 Joe Verde Sales and Management
 Training Inc. Profit Sharing Plan
 700 17th St. Ste. 300
 Denver, CO 80202-3531

Reliance Trust Company Custodian............   Class R          2,144.36        10.45%
 FBO Continental Products Inc.
 401K Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529


                                      E-9





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

Darse E. Crandall Solo 401K........   Class R          2,106.76        10.27%
 Darse E. Crandall
 13360 Del Monte Dr. Apt. 2C
 Seal Beach, CA 90740-4561

MCB Trust Services Cust. FBO.......   Class R          1,286.01         6.27%
 ECFirst.com Pension Plan
 700 17th St. Ste. 300
 Denver, CO 80202-3531

Federated Lighting Inc.............   Class R          1,140.26         5.56%
 401K Profit Sharing Plan
 1600 Trade Zone Ave. Ste. 406
 Upper Marlboro, MD 20774-8789

PVR Inc............................   Class R          1,134.01         5.53%
 Phillip V. Rye
 22119 Kensington Dr.
 Woodhaven, MI 48183-1151

Carol's Craftique Inc..............   Class R          1,031.99         5.03%
 Carol L. Moecker
 1414 24th Ave. S
 Moorhead, MN 56560-4825

AIM LARGE CAP GROWTH FUND

Merrill Lynch Pierce Fenner & Smith   Class A      4,579,887.16        26.69%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith   Class B      1,491,275.81        10.36%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct   Class B        942,370.20         6.55%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Citigroup Global Markets House Acct   Class C        684,046.66        13.57%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith   Class C        661,625.71        13.13%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484


                                     E-10





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

INVESCO Trust Company TTEE..................   Class R         75,299.71        59.54%
 FBO Big Horn Basin
 Orthppaedic Clinic PC
 401K Profit Sharing Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

Reliance Trust Company Custodian............   Class R         27,654.67        21.87%
 FBO Continental Products Inc.
 401K Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529

A. Taghi Partners Safe Harbor 401K..........   Class R          9,732.78         7.70%
 Ali Taghizadeh or Houshang Taghizadeh TTEES
 Omnibus Account
 5116 Westheimer
 Houston, TX 77056-5506

Dennis C. McCluskey MD & Associates Inc.....   Class R          6,867.09         5.43%
 401K & PSP
 Dennis C. McCluskey TTEE
 Omnibus Account
 754 S. Cleveland Ave. Ste. 300
 Mogadore, OH 44260-2205

AIM MID CAP GROWTH FUND

Merrill Lynch Pierce Fenner & Smith.........   Class A      1,396,557.08        10.89%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Morgan Stanley & Co. FBO....................   Class A        651,041.67         5.08%
 Attn: Matthew Brady
 X-Entity 0111 C
 Equity
 1585 Broadway 5th Floor
 New York, NY 10036-8200

Merrill Lynch Pierce Fenner & Smith.........   Class B        945,420.11         9.65%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.........   Class C        533,701.05        16.53%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484


                                     E-11





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

MCB Trust Services Cust. FBO.......   Class R          2,919.93         46.01%
 Newington Services, Inc.
 700 17th Street
 Suite 300
 Denver, CO 80202-3531

William A. Gromko MD...............   Class R            915.03         14.42%
 William Anthony Gromko
 3928 Pacific Ave. SE
 Lacey, WA 98503-1109

MCB Trust Services Cust. FBO.......   Class R            712.14         11.22%
 Nebr-New England Build & Res
 700 17th Street
 Suite 300
 Denver, CO 80202-3531

Walsh & Sons Construction Corp.....   Class R            387.63          6.11%
 Forfeiture Account
 3209 Vestal Pkwy E
 Vestal, NY 13850-2154

A G Edwards & Sons Inc. FBO........   Class R            360.44          5.68%
 Kalamazoo Industries
 401 K Plan
 One North Jefferson
 St. Louis, MO 63103-2287

AIM U.S. GROWTH FUND

A I M Advisors, Inc................   Class A         40,295.43        100.00%
 Attn: David Hessel
 11 Greenway Plaza Ste. 100
 Houston, TX 77046-1173

A I M Advisors, Inc................   Class B         30,221.83        100.00%
 Attn: David Hessel
 11 Greenway Plaza Ste. 100
 Houston, TX 77046-1173

A I M Advisors, Inc................   Class C         30,221.83        100.00%
 Attn: David Hessel
 11 Greenway Plaza Ste. 100
 Houston, TX 77046-1173

AIM WEINGARTEN FUND

Merrill Lynch Pierce Fenner & Smith   Class A     22,721,103.30         11.74%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct   Class A     14,681,258.90          7.59%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402


                                     E-12





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

Citigroup Global Markets House Acct...       Class B         3,593,161.12         6.61%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith...       Class B         3,010,946.00         5.54%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith...       Class C         1,533,545.97        17.48%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct...       Class C           550,577.16         6.28%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Macquarium Inc. 401K..................       Class R             4,729.75        19.92%
 Louis K. Adler or Mark F. Adler TTEES
 Omnibus Account
 50 Washington St. Suite 300
 Reno, NV 89503-5660

Sierra Conveyor Co. Inc...............       Class R             2,354.83         9.92%
 Daniel P. Watson
 P.O. Box 1382
 Roseville, CA 95678-8382

Sierra Conveyor Co. Inc...............       Class R             2,016.96         8.49%
 Marjorie J. Watson
 P.O. Box 1382
 Roseville, CA 95678-8382

Festivals, Inc. Profit Sharing Plan...       Class R             1,992.66         8.39%
 Alan Silverman
 4201 120th Ave. SE
 Bellevue, WA 98006-1149

Sierra Conveyor Co. Inc...............       Class R             1,756.36         7.40%
 Brian Schyberg
 P.O. Box 1382
 Roseville, CA 95678-8382

Sierra Conveyor Co. Inc...............       Class R             1,309.13         5.51%
 Daniel McCormick
 P.O. Box 1382
 Roseville, CA 95678-8382

AIM Foundation........................ Institutional Class      37,856.15        20.98%
 Attn: Patricia Lewis
 11 Greenway Plaza, Ste. 2600
 Houston, TX 77046-1100


                                     E-13





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

First Command Bank Trust........... Institutional Class      22,555.23        12.50%
 Attention: Trust Department
 P.O. Box 901075
 Fort Worth, TX 76101-2075

Town of Watertown, Trustee......... Institutional Class      15,537.94         8.61%
 FBO: Town of Watertown
 457 Deferred Compensation Plan
 c/o Great West, Recordkeeper
 8515 E. Orchard Rd. 2T2
 Englewood, CO 80111-5037

David, Leary, Trustee.............. Institutional Class      13,236.88         7.34%
 FBO: Town of Weymouth
 457 Deferred Plan
 c/o Great West, Recordkeeper
 8515 E. Orchard Rd. 2T2
 Englewood, CO 80111-5037

City of Springfield, Trustee, FBO.. Institutional Class       9,334.48         5.17%
 City of Springfield 457 DCP
 c/o Great West, Recordkeeper
 8515 E. Orchard Rd. 2T2
 Engelwood, CO 80111-5037

AIM FLOATING RATE FUND

Citigroup Global Markets House Acct       Class B         1,437,602.26         5.18%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Citigroup Global Markets House Acct       Class C           111,832.02         5.09%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

AIM FUNDS GROUP

AIM BALANCED FUND

Merrill Lynch Pierce Fenner & Smith       Class A         5,689,297.15         9.30%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith       Class B         2,492,860.09         7.49%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct       Class B         1,708,704.56         5.14%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402


                                     E-14





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

Merrill Lynch Pierce Fenner & Smith...........       Class C         1,847,922.11        14.55%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

INVESCO Trust Company TTEE....................       Class R            43,944.82        34.10%
 FBO Big Horn Basin
 Orthppaedic Clinic PC
 401K Profit Sharing Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

Branch Banking & Trust TTEE FBO...............       Class R            25,451.81        19.75%
 W. E. Stanley & Co. Inc. Omnibus Daily 401K
 FBO W.E. Stanley & Co.
 300 E. Wendover Ave.
 Greensboro, NC 27401-1229

MCB Trust Services Cust. FBO..................       Class R            23,569.94        18.29%
 Crittenden Health Systems 401K
 700 17th St. Ste. 300
 Denver, CO 80202-3531

AMVESCAP National Trust Co. FBO...............       Class R             9,893.57         7.68%
 West Boylston Insurance Agency Inc. 401K Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

A I M Advisors, Inc........................... Institutional Class         402.92          100%
 Attn: David Hessel
 11 Greenway Plz., Ste. 100
 Houston, TX 77046-1173

AIM BASIC BALANCED FUND

Merrill Lynch Pierce Fenner & Smith...........       Class B           311,811.70         5.41%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith...........       Class C           163,421.42         9.15%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

AIM EUROPEAN SMALL COMPANY FUND

National Investor Services FBO................       Class A           307,156.25        12.30%
 55 Water Street, 32nd Floor
 New York, NY 10041-0028

Charles T. Bauer..............................       Class A           262,812.09        10.53%
 c/o AIM Management Group Inc.
 11 Greenway Plaza, Ste. 100
 Houston, TX 77046-1113


                                     E-15





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

Merrill Lynch Pierce Fenner & Smith........   Class B        71,237.14         11.27%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith........   Class C        38,058.04         10.30%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

ANTC Cust. IRA FBO.........................   Class C        26,414.57          7.15%
 Paul K. Kugler
 92 N. Grove St.
 East Aurora, NY 14052-1747

AIM GLOBAL VALUE FUND

Merrill Lynch Pierce Fenner & Smith........   Class A        57,954.59          9.55%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Morgan Keegan & Company, Inc...............   Class C        16,631.12          9.10%
 FBO Joyce M. Kelso & Jerry A. Kelso JTWROS
 270 River Trace Dr.
 Marion, AR 72364-2628

AIM INTERNATIONAL EMERGING GROWTH FUND

Deloitte & Touche Profit Sharing Plan......   Class A       499,043.84         11.93%
 Chase Manhattan Bank TTEE
 Attn: Angela Ma
 3 Metrotech Center 6th Fl
 Brooklyn, NY 11245-0001

National Investor Services FBO.............   Class A       373,768.26          8.94%
 55 Water Street, 32nd Floor
 New York, NY 10041-0028

Robert Michael Kippes......................   Class A       339,183.08          8.11%
 Kelly F. Kippes JTTEN
 20402 Lakeland Falls Dr.
 Cypress, TX 77433-5728

Merrill Lynch Pierce Fenner & Smith........   Class A       329,447.86          7.88%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith........   Class B        79,713.89         10.93%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484


                                     E-16





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

Merrill Lynch Pierce Fenner & Smith   Class C        102,984.33        22.73%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

AIM MID CAP BASIC VALUE FUND

Merrill Lynch Pierce Fenner & Smith   Class A        310,414.98         8.77%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith   Class B        161,960.67         5.68%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith   Class C         55,838.33         6.56%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

AIM PREMIER EQUITY FUND

Merrill Lynch Pierce Fenner & Smith   Class A     55,352,846.54         9.74%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct   Class A     32,944,201.52         5.79%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Citigroup Global Markets House Acct   Class B     44,595,417.23         8.99%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith   Class B     40,165,883.29         8.09%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith   Class C     10,781,496.90        19.92%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484


                                     E-17





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

Citigroup Global Markets House Acct.       Class C         5,628,825.21        10.40%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Logan Bank & Trust Co. 401K.........       Class R            11,044.57        17.23%
 FBO APB
 P.O. Box 505
 Warrendale, PA 15086-0505

AMVESCAP National Trust Company TTE.       Class R             9,280.49        14.48%
 FBO Guys Inc. 401(k) Profit
 Sharing Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

Circle Trust Company Custodian FOR..       Class R             6,664.63        10.40%
 401K FBO
 Milikin Mandt Associates Inc. IRA
 Omnibus Account
 Metro Center
 One Station PL
 Stamford, CT 06902-6800

Airbrush Images Inc. 401K Plan......       Class R             5,984.00         9.34%
 Daniel E. Henrichs TTEE
 850 N. FM 3083
 Conroe, TX 77303-1850

Reliance Trust Company CSDN FBO.....       Class R             5,794.64         9.04%
 OLMOS Equipment Inc. 401K Ret. Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529

Walsh & Sons Construction Corp......       Class R             3,678.85         5.74%
 Forfeiture Account
 DTD 12/01/1982
 3209 Vestal Pkwy. E
 Vestal, NY 13850-2154

Tulsa & Co.......................... Institutional Class     196,638.37        74.25%
 P.O. Box 3688
 Tulsa, OK 74101-3688

First Command Bank Trust............ Institutional Class      61,842.46        23.35%
 Attention: Trust Department
 P.O. Box 901075
 Fort Worth, TX 76101-2075

AIM SELECT EQUITY FUND

Merrill Lynch Pierce Fenner & Smith.       Class A         1,159,816.04         6.07%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484


                                     E-18





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

Merrill Lynch Pierce Fenner & Smith........   Class B      1,242,576.59         7.53%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct........   Class B      1,109,811.97         6.73%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith........   Class C        315,119.88        12.26%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct........   Class C        133,901.62         5.21%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

AIM SMALL CAP EQUITY FUND

Merrill Lynch Pierce Fenner & Smith........   Class A      1,760,506.64         9.55%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith........   Class B        914,299.19         7.05%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith........   Class C      1,106,952.80        20.10%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

MCB Trust Services Cust. FBO...............   Class R         13,388.49        16.07%
 Indianhead Food Service Distributors
 401K Plan
 700 17th St. Ste. 300
 Denver, CO 80202-3531

AMVESCAP National Trust Co. FBO............   Class R         10,846.38        13.02%
 West Boylston Insurance Agency Inc.
 401K Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

Capital Bank & Trust Co. TTEE..............   Class R          6,116.68         7.34%
 FBO West Virginia Newspaper Publishing Co.
 401K Plan
 c/o PLANPREMIER/FASCORP
 8515 E. Orchard Rd. #2T2
 Greenwood VLG, CO 80111-5037


                                     E-19





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

MCB Trust Services Cust. FBO........   Class R          5,937.46         7.12%
 Base Engineering, Inc.
 700 17th Street
 Suite 300
 Denver, CO 80202-3531

D&L Manufacturing Inc. 401K PSP.....   Class R          5,879.67         7.06%
 Lee Eslicker TTEE
 Omnibus Account
 P.O. Box 52427
 Tulsa, OK 74152-0427

AMVESCAP National Trust Company TTE.   Class R          5,829.57         7.00%
 FBO Guys Inc.
 401K Profit Sharing Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

Reliance Trust Company Cust. FBO....   Class R          5,204.01         6.24%
 William J. Kamm and Sons Inc.
 401K Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529

AIM GROWTH SERIES

AIM BASIC VALUE FUND

Merrill Lynch Pierce Fenner & Smith.   Class A      8,186,938.56         6.63%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Charles Schwab & Co. Inc............   Class A      6,260,859.32         5.07%
 Reinvestment Account
 101 Montgomery St.
 San Francisco, CA 94104-4122

Merrill Lynch Pierce Fenner & Smith.   Class B      7,093,028.01        10.27%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct.   Class B      3,634,494.07         5.26%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith.   Class C      4,634,277.93        19.73%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484


                                     E-20





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

Citigroup Global Markets House Acct..........   Class C      1,395,840.60         5.94%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

IBEW Local Union 527
  Annuity Trust Fund PSP TTEE................   Class R         27,589.18        12.11%
 Sam Marullo DTD Strategies Acct.
 6227 Broadway St.
 Galveston, TX 77551-1035

Branch Banking & Trust TTEE FBO..............   Class R         24,576.95        10.79%
 W.E. Stanley & Co. Inc. Omnibus Daily 401K
 FBO W.E. Stanley & Co.
 300 E. Wendover Ave.
 Greensboro, NC 27401-1229

The Guardian Insurance & Annuity Company Inc.   Class R         23,677.04        10.39%
 Separate Acct. L
 Attn: Equity Acctg. 3518
 3900 Burgess Place
 Bethlehem, PA 18017-9097

Reliance Trust Company Custodian.............   Class R         17,343.92         7.61%
 FBO French Paper Company Employees
 Savings & Investment Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529

Reliance Trust Company Cust. FBO.............   Class R         17,019.07         7.47%
 William J. Kamm and Sons Inc.
 401K Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529

AMVESCAP National Trust Company TTE..........   Class R         14,750.50         6.47%
 FBO Guys Inc.
 401(k) Profit Sharing Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

AMVESCAP National Trust Company..............   Class R         13,978.77         6.14%
 FBO Equator Technologies, Inc.
 401(k) Retirement Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

Reliance Trust Company Custodian.............   Class R         11,928.66         5.24%
 FBO Synergex 401K Plan
 3300 Northeast Expressway Ste. 200
 Atlanta, GA 30341-3941

Reliance Trust Company Custodian.............   Class R         11,516.22         5.06%
 FBO The Office of the Chapter 13
 Trustee 401K
 P.O. Box 48529
 Atlanta, GA 30362-1529


                                     E-21





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

Heritage Registration Co..................... Institutional Class      60,011.90        86.03%
 c/o Heritage Trust Co.
 P.O. Box 21708
 Omnibus for Reinvestment Acct. 1
 Oklahoma City, OK 73156-1708

First Command Bank Trust..................... Institutional Class       8,770.31        12.57%
 Attention: Trust Department
 P.O. Box 901075
 Fort Worth, TX 76101-2075

AIM MID CAP CORE EQUITY FUND

Merrill Lynch Pierce Fenner & Smith..........       Class A         5,566,874.11         8.69%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith..........       Class B         1,905,690.30         7.06%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith..........       Class C         1,997,369.85        19.51%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct..........       Class C           599,883.85         5.86%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Capital Bank & Trust Company,................       Class R           118,839.35        16.33%
 Kreilkamp Trucking 401(K) Plan
 c/o PREMIER/FASCORP
 8515 E. Orchard Rd. #2T2
 Greenwood Vlg, CO 80111-5037

Carn & Co....................................       Class R            70,423.20         9.68%
 Nana Management Svs
 Attn: Mutual Funds-Star
 P.O. Box 96211
 Washington, DC 20090-6211

The Guardian Insurance & Annuity Company Inc.       Class R            68,826.35         9.46%
 Separate Acct. L
 Attn: Equity Accounting 3518
 3900 Burgess Place
 Bethlehem, PA 18017-9097


                                     E-22





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

The Northern Trust Co. FBO.............. Institutional Class     283,456.52        54.78%
 Northern Trust TIP-DV
 P.O. Box 92994
 Chicago, IL 60675-2994

Wells Fargo Bank MN NA FBO.............. Institutional Class      93,574.84        18.08%
 Pinnacle West Capital EE Svgs
 P.O. Box 1533
 Minneapolis, MN 55480-1533

Compass Bancshares Inc.................. Institutional Class      69,927.02        13.51%
 Employee Stock Ownership Plan
 Nationwide Trust Co. TTEE FBO
 Compass Bancshares, Inc.
 P.O. Box 1412
 Austin, TX 78767-1412

Heritage Registration Co................ Institutional Class      43,787.42         8.46%
 c/o Heritage Trust Co.
 P.O. Box 21708
 Omnibus for Reinvestment Acc: 1
 Oklahoma City, OK 73156-1708

AIM SMALL CAP GROWTH FUND

Merrill Lynch Pierce Fenner & Smith.....       Class A         6,628,364.85        12.02%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

The Manufacturers Life Insurance Company
  (U.S.A.)..............................       Class A         5,423,673.72         9.83%
 240 Bloor St. East 7th Floor
 Toronto, ON M4W 1E5
 Canada

New York Life Trust Company 401K........       Class A         3,165,105.56         5.74%
 Clients Account
 51 Madison Ave.
 Room 117A
 New York, NY 10010-1603

Merrill Lynch Pierce Fenner & Smith.....       Class B           762,715.83         9.56%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.....       Class C           391,840.11        17.76%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484


                                     E-23





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

Branch Banking & Trust TTEE FBO..................       Class R            61,490.67        35.20%
 W. E. Stanley & Co. Inc. Omnibus Daily 401K
 FBO WE Stanley & Co.
 300 E. Wendover Ave.
 Greensboro, NC 27401-1229

AMVESCAP National Trust Company..................       Class R            16,818.82         9.63%
 FBO Equator Technologies, Inc.
 401(K) Retirement Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

Counsel Trust Co. FBO............................       Class R            12,726.62         7.29%
 American Bulk Commodities
 Retirement Savings Plan
 235 St. Charles Way Ste. 100
 York, PA 17402-4636

Reliance Trust Company Custodian.................       Class R            10,426.87         5.99%
 FBO Burgmann Seals America 401K Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529

Capital Bank & Trust Company TTEE................       Class R            10,368.21         5.94%
 401K FBO
 Sure Alloy Astech 401K Plan
 c/o PLANPREMIER/FASCORP
 8515 E. Orchard Rd #2T2
 Greenwood Vlg, CO 80111-5037

Wells Fargo Bank West NA TTEE.................... Institutional Class   1,512,206.94        58.59%
 New York Metropolitan Transportation Authority
 457 & 401K DEF COMP PL
 8515 E. Orchard Rd # 2T2
 Greenwood Vlg, CO 80111-5037

Fidelity Investments Institutional Operations Co. Institutional Class     716,484.21        27.76%
 (F11OC) As Agent
 For Certain Employee Benefit Plans
 100 Magellan Way
 Mail Location - KW1C
 Covington, KY 41015-1999

AIM INVESTMENT FUNDS

AIM DEVELOPING MARKETS FUND

Citigroup Global Markets House Acct..............       Class A         2,406,614.57        12.93%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith..............       Class A         1,181,328.86         6.35%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484


                                     E-24





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

Merrill Lynch Pierce Fenner & Smith.   Class B        182,680.28         5.97%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct.   Class B        175,509.91         5.74%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith.   Class C        111,893.44        23.96%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Mathematicas LLC....................   Class C         60,359.62        12.93%
 45 East Putnam Ave. Ste. 118
 Greenwich, CT 06830-5428

Special Custody A/C FBO CUST........   Class C         29,599.06         6.34%
 OF Instinet Clearing Services
 875 Third Ave. 18th Fl
 New York, NY 10022-6225

AIM GLOBAL HEALTH CARE FUND

Merrill Lynch Pierce Fenner & Smith.   Class A      2,034,189.98         8.77%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct.   Class A      1,792,367.07         7.72%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Citigroup Global Markets House Acct.   Class B        594,324.34         7.11%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith.   Class B        574,601.29         6.88%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.   Class C        274,555.69        13.36%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484


                                     E-25





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

Citigroup Global Markets House Acct.   Class C        119,713.35         5.83%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

AIM LIBRA FUND

Merrill Lynch Pierce Fenner & Smith.   Class A        303,950.80        26.73%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Charles T. Bauer....................   Class A        244,400.71        21.50%
 c/o AIM Management Group Inc.
 11 Greenway Plaza, Ste. 100
 Houston, TX 77046-1113

Jonathan C. Schoolar SEP PROP.......   Class A         65,885.81         5.80%
 6640 Dogwood Creek
 Austin, TX 78746-1318

Merrill Lynch Pierce Fenner & Smith.   Class C         83,969.85        81.91%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

AIM INVESTMENT SECURITIES FUNDS

AIM HIGH YIELD FUND

Citigroup Global Markets House Acct.   Class A     10,463,049.45         6.76%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith.   Class B     10,020,322.93         7.70%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct.   Class B      9,310,234.20         7.16%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith.   Class C      1,666,508.39         9.33%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct.   Class C      1,028,440.82         5.76%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402


                                     E-26





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

AIM INCOME FUND

Citigroup Global Markets House Acct.....   Class A      3,847,633.16         5.68%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith.....   Class B      2,120,078.11         5.34%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.....   Class C        544,852.26         8.45%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Reliance Trust Company Custodian........   Class R         37,692.55        49.20%
 FBO Continental Products Inc.
 401K Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529

D & L Manufacturing Inc. 401K PSP.......   Class R          9,424.44        12.30%
 Lee Eslicker TTEE
 Omnibus Account
 P.O. Box 52427
 Tulsa, OK 74152-0427

Dennis C. McCluskey MD & Associates Inc.
  401K & PSP............................   Class R          4,722.60         6.16%
 Dennis C. McCluskey TTEE
 Omnibus Account
 754 S. Cleveland Ave. Ste. 300
 Mogadore, OH 44260-2205

AIM INTERMEDIATE GOVERNMENT FUND

Merrill Lynch Pierce Fenner & Smith.....   Class A      7,811,754.71        12.15%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.....   Class B      8,044,678.50        11.13%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484


                                     E-27





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

Merrill Lynch Pierce Fenner & Smith....       Class C         2,542,833.36        16.79%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

INVESCO Trust Company TTEE.............       Class R            75,911.27        26.45%
 FBO Big Horn Basin
 Orthopedic Clinic PC
 401K Profit Sharing Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

Reliance Trust Co......................       Class R            34,208.45        12.27%
 FBO Northern Printing Network 401K
 P.O. Box 48529
 Atlanta, GA 30362-1529

AMVESCAP National TR Co................       Class R            19,081.49         6.65%
 FBO Equator Technologies, Inc.
 401(K) Retirement Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

Reliance Trust Company Cust. FBO.......       Class R            17,376.10         6.05%
 Lipson, Neilson, Cole, Seltzer & Garin
 401K Plan and Trust
 P.O. Box 48529
 Atlanta, GA 30362-1529

AIM LIMITED MATURITY TREASURY FUND

Merrill Lynch Pierce Fenner & Smith....       Class A         5,486,832.86         9.82%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Prudential Securities Inc. FBO.........      Class A3           904,840.77        10.08%
 Walnut Limited Partnership
 c/o James River Capital Corp
 103 Sabot Park
 Mankin-Sabot, VA 23103

ANTC Cust. Rollover IRA FBO............ Institutional Class      40,814.20         9.84%
 Thomas M. Watlington III
 1630 Ridout Rd.
 Annapolis, MD 21401-5537

Muir & Co. 401K........................ Institutional Class     293,194.96        70.68%
 FBO Frost
 P.O. Box 2479
 San Antonio, TX 78298-2479


                                     E-28





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

Esor & Co................................... Institutional Class      54,568.04        13.15%
 Attn: Trust Operations--Lynn Knight
 P.O. Box 19006
 Green Bay, WI 54307-9006

AIM MONEY MARKET FUND

Citigroup Global Markets House Acct.........       Class B        31,847,321.81         5.81%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

AMVESCAP National Trust Co. FBO.............       Class R           676,551.03        18.24%
 West Boylston Insurance Agency Inc.
 401(k) Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

Reliance Trust Company Custodian............       Class R           420,985.95        11.35%
 FBO Stadtmauer Bailkin LLP
 401K Plan
 P.O. Box 48529
 Atlanta, GA 30362-1529

AMVESCAP National Trust Co..................       Class R           413,143.90        11.14%
 FBO Equator Technologies, Inc.
 401(K) Retirement Plan
 P.O. Box 105779
 Atlanta, GA 30348-5779

AIM MUNICIPAL BOND FUND

Merrill Lynch Pierce Fenner & Smith.........       Class B         1,068,849.56         8.57%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct.........       Class B           857,659.41         6.88%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith.........       Class C           405,507.40        12.78%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Robert A. Merkel & Margaret M. Merkel.......       Class C           206,579.85         6.51%
 TTEES Robert A. Merkel & Margaret M. Merkel
 Trust DTD 05/27/94
 5118 288th Pl
 Auburn, WA 98001-2139


                                     E-29





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

AIM TOTAL RETURN BOND FUND

Merrill Lynch Pierce Fenner & Smith.   Class B        241,785.84         5.23%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.   Class C         66,060.29         7.28%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct.   Class C         50,219.28         5.53%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

AIM SPECIAL OPPORTUNITIES FUNDS

AIM OPPORTUNITIES I FUND

Merrill Lynch Pierce Fenner & Smith.   Class A      1,316,088.86         8.31%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.   Class B      2,022,132.21        17.59%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.   Class C        546,147.73        29.19%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

AIM OPPORTUNITIES II FUND

Merrill Lynch Pierce Fenner & Smith.   Class A        408,404.69         7.48%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith.   Class B        830,164.86        17.62%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484


                                     E-30





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

Citigroup Global Markets House Acct..........   Class B        272,896.41         5.79%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith..........   Class C        395,997.34        22.66%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

AIM OPPORTUNITIES III FUND

Merrill Lynch Pierce Fenner & Smith..........   Class A        808,866.96         7.75%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Merrill Lynch Pierce Fenner & Smith..........   Class B      1,834,527.61        19.02%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct..........   Class B        486,106.87         5.04%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith..........   Class C        513,329.40        15.56%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

AIM SUMMIT FUND

First Command Financial Services, Inc. (DCCP)     N/A          191,890.54        13.28%
 4100 S. Hulen St.
 Ft. Worth, TX 76109-4999

First Command Bank...........................     N/A          112,483.67         7.78%
 Attention: Trust Department
 P.O. Box 901075
 Fort Worth, TX 76101-2075

AIM TAX-EXEMPT FUNDS

AIM HIGH INCOME MUNICIPAL FUND

Gary T. Crum.................................   Class A        585,480.09         6.05%
 11 Greenway Plaza
 Suite 100
 Houston, TX 77046-1113


                                     E-31





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

Charles T. Bauer....................   Class A        495,829.07         5.13%
 c/o AIM Management Group Inc.
 11 Greenway Plaza, Ste. 100
 Houston, TX 77046-1113

Citigroup Global Markets House Acct.   Class A        490,695.22         5.07%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith.   Class B        656,634.95        12.60%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

Citigroup Global Markets House Acct.   Class B        332,195.57         6.37%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Merrill Lynch Pierce Fenner & Smith.   Class C        356,421.46        19.96%
 FBO The Sole Benefit of Customers
 Attn: Fund Administration
 4800 Deer Lake Dr. East 2nd Floor
 Jacksonville, FL 32246-6484

AIM TAX-EXEMPT CASH FUND

Jonathan C. Schoolar SEP PROP.......   Class A     11,250,000.00        14.13%
 6640 Dogwood Creek
 Austin, TX 78746-1318

CFP Holdings Ltd. (Partnership).....   Class A      7,505,478.12         9.43%
 Attn: Gary Crum
 11 Greenway Plaza, Suite 100
 Houston, TX 77046-1113

Gary T. Crum........................   Class A      6,988,440.97         8.78%
 11 Greenway Plaza
 Suite 100
 Houston, TX 77046-1113

Serapis Ltd.........................   Class A      4,768,944.84         5.99%
 Robert H. Graham
 Managing General Partner
 P.O. Box 1063
 Houston, TX 77251-1063

Citigroup Global Markets House Acct.   Class A      4,185,091.90         5.26%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402


                                     E-32





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

AIM TAX-FREE INTERMEDIATE FUND

Charles T. Bauer....................       Class A          4,015,391.00        9.89%
 c/o AIM Management Group Inc.
 11 Greenway Plaza, Ste. 100
 Houston, TX 77046-1113

Citigroup Global Markets House Acct.       Class A          4,007,124.98        9.87%
 Attn: Cindy Tempesta
 333 West 34th St. 7th Fl
 New York, NY 10001-2402

Gary T. Crum........................       Class A          2,138,314.38        5.26%
 11 Greenway Plaza
 Suite 100
 Houston, TX 77046-1113

U.S. Bancorp Investments Inc........      Class A3            226,430.96        5.55%
 100 South Fifth Street Suite 1400
 Minneapolis, MN 55402-1217

GOVERNMENT & AGENCY PORTFOLIO

Ferris Baker Watts Inc..............   Cash Management    111,788,034.19       14.89%
 1700 Pennsylvania Ave.                     Class
 Washington, DC 20006

CENCO...............................   Cash Management    105,723,690.53       14.08%
 Attn: AMG 7th Floor                        Class
 P.O. Box 10566
 Birmingham, AL 35296

Fund Services Advisors, Inc.........   Cash Management     81,007,671.65       10.79%
 Attn: Fund Manager                         Class
 777 S. Figueroa St., Suite 3200
 Los Angeles, CA 90017

Simmons First National Bank.........   Cash Management     79,233,000.21       10.55%
 8315 Cantrell Road, Suite 200              Class
 Little Rock, AR 72227

Wachovia Capital Markets, LLC.......   Cash Management     65,135,501.21        8.68%
 Sub-Accounts                               Class
 8739 Research Drive NC 0675
 Attn: Money Funds
 Charlotte, NC 28288

LaSalle Bank, N.A................... Institutional Class  405,906,056.72       19.48%
 135 South LaSalle St.
 Chicago, IL 60690-1443

Fund Services Advisors, Inc......... Institutional Class  332,893,608.04       15.98%
 Attn: Fund Manager
 777 S. Figueroa St., Suite 3200
 Los Angeles, CA 90017


                                     E-33





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

AIM Fund of Funds Account #1.... Institutional Class  257,306,539.87       12.35%
 Money Market Portfolio Admin.
 11 Greenway Plaza, Ste. 100
 Houston, TX 77046

American Express Trust.......... Institutional Class  109,688,993.00        5.26%
 U.S. Government Securities
 990 AXP Financial Center
 Minneapolis, MN 55474

Bank of Springfield Government..      Personal         10,581,000.00       50.51%
 Sweep Investment                 Investment Class
 3400 West Wabash
 Springfield, IL 62707

STAR Financial Bank, Anderson...      Personal          9,772,873.75       46.65%
 6230 Bluffton Rd.                Investment Class
 Ft. Wayne, IN 46809

Bank of New York................ Private Investment   246,006,357.64       53.26%
 One Wall Street, 2nd Floor             Class
 Stif/Master Note
 New York, NY 10286

Am South Capital Markets........ Private Investment    33,215,551.85        7.19%
 315 Deaderick Street, 4th Floor        Class
 Nashville, TN 37237

Wachovia Capital Markets,....... Private Investment    28,363,740.34        6.14%
 LLC Sub-Accounts                       Class
 8739 Research Dr. NC 0675
 Attn: Money Funds
 Charlotte, NC 28288

Union Bank of California........ Private Investment    24,061,880.24        5.21%
 Attn: Cash Mgmt.                       Class
 530 B. Street, Suite 242
 San Diego, CA 92101

Community Bank..................    Reserve Class       2,621,436.14       48.93%
 500 S. Morgan
 Granbury, TX 76048

STAR Financial Bank, Anderson...    Reserve Class       1,416,962.27       26.45%
 6230 Bluffton Rd.
 Ft. Wayne, IN 46802

First National Banker's Bank....    Reserve Class         467,657.42        8.73%
 P.O. Drawer 80579
 Baton Rouge, LA 70898

Community Bank, DeSoto County...    Reserve Class         432,649.96        8.08%
 6910 Airways Blvd.
 P.O. Box 129
 Southaven, MS 38671

Morgan Stanley Dean Witter......   Resource Class      67,227,379.11       22.14%
 1 Pierrepont Plaza, 7th Floor
 Brooklyn, NY 11201


                                     E-34





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

Sovereign Bank.....................   Resource Class     63,497,839.46        20.91%
 c/o Chase Enterprises
 280 Trumbull Street
 Hartford, CT 06103

Cullen/Frost Discount Brokers......   Resource Class     45,420,860.75        14.96%
 P.O. Box 2358
 San Antonio, TX 78299

CENCO..............................   Resource Class     40,676,806.35        13.40%
 Attn: AMG 7th Floor
 P.O. Box 10566
 Birmingham, AL 35296

LaSalle Bank, N.A..................   Resource Class     16,564,619.07         5.46%
 135 South LaSalle St.
 Chicago, IL 60603

GOVERNMENT TAXADVANTAGE PORTFOLIO

Fox and Co.........................   Cash Management       914,878.57        33.05%
 P.O. Box 976                              Class
 New York, NY 10268

Woodforest Sweep Account...........   Cash Management       514,520.11        18.58%
 3101 West Davis                           Class
 Conroe, TX 77304

Bear Stearns Securities Corp.......   Cash Management       511,766.35        18.49%
 1 Metrotech Center                        Class
 Brooklyn, NY 11021

Trustmark National Bank............ Institutional Class  38,280,995.00        42.73%
 Trust Department
 248 East Capitol
 Jackson, MS 39205

Frost National Bank TX............. Institutional Class  10,185,035.08        11.37%
 Muir & Co.
 c/o Frost
 P.O. Box 2479
 San Antonio, TX 78298-2479

Northern Institutional Govt. Select Institutional Class  10,000,000.00        11.16%
 50 S. LaSalle St.
 Chicago, IL 60675

Bank of America N.A................ Institutional Class   5,593,123.72         6.24%
 411 North Ackard Street
 M.C. TX1-945-08-18
 Dallas, TX 75201-3307

Northern U.S. Govt. Select......... Institutional Class   5,000,000.00         5.58%
 50 S. La Salle St.
 Chicago, IL 60675

Colorado State Bank & Trust........      Personal         6,394,671.16        96.94%
 1600 Broadway                       Investment Class
 Denver, CO 80202-4999


                                     E-35





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

 Bank of New York............... Private Investment    36,317,052.08       42.08%
  One Wall Street, 2nd Floor            Class
  Stif/Master Note
  New York, NY 10286

 Frost National Bank TX......... Private Investment    12,970,231.66       15.03%
  Muir & Co.                            Class
  c/o Frost
  P.O. Box 2479
  San Antonio, TX 78298-2479

 Huntington Capital Corp........ Private Investment     7,703,415.94        8.93%
  41 S. High St., Ninth Floor           Class
  Columbus, OH 43287

 Wachovia Capital Markets, LLC.. Private Investment     7,640,404.90        8.85%
  Attn: Money Funds                     Class
  8739 Research Drive
  Capital Markets
  Charlotte, NC 28262-0675

 Coast Community Bank...........    Reserve Class         587,666.39         100%
  P.O. Box 960
  2314 Bienville Blvd.
  Ocean Springs, MS 39564

 Sovereign Bank.................   Resource Class       7,522,965.50       76.26%
  c/o Chase Enterprises
  280 Trumbull Street
  Hartford, CT 06103

 Morgan Stanley Dean Witter.....   Resource Class       2,339,075.22       23.71%
 1 Pierrepont Plaza, 7th Floor
  Brooklyn, NY 11201

 TREASURY PORTFOLIO

 Bank of New York...............   Cash Management    537,377,097.20       32.47%
  One Wall Street, 2nd Floor            Class
  Stif/Master Note
  New York, NY 10286

 Morgan Stanley Dean Witter.....   Cash Management    226,346,923.56       13.68%
 1 Pierrepont Plaza, 7th Floor          Class
  Brooklyn, NY 11201

 Bank of Oklahoma...............   Cash Management    169,209,649.48       10.23%
  P.O. Box 2180                         Class
  Tulsa, OK 74101

 SEI Trust Company..............   Cash Management    103,835,000.00        6.27%
  One Freedom Valley Drive              Class
  Oaks, PA 19456

 Frost National Bank TX......... Institutional Class  590,987,822.14       11.71%
  Muir & Co.
  c/o Frost
  P.O. Box 2479
  San Antonio, TX 78298-2479


                                     E-36





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

LaSalle Bank, N.A................ Institutional Class  466,292,745.11        9.24%
 135 South LaSalle St.
 Chicago, IL 60690-1443

Piper Jaffray.................... Institutional Class  362,537,500.00        7.19%
 1050 17th St., Ste. 2100
 Denver, CO 80265

Piper Jaffray.................... Institutional Class  311,133,186.29        6.17%
 1050 17th St., Ste. 2100
 Denver, CO 80265

Trustmark National Bank.......... Institutional Class  306,980,105.13        6.08%
 Trust Department
 248 East Capitol
 Jackson, MS 39205

Monticello Associates............ Institutional Class  262,599,578.36        5.20%
 1200 17th St.
 Denver, CO 80202

Cullen/Frost Discount Brokers....      Personal        224,193,887.27       84.47%
 P.O. Box 2358                     Investment Class
 San Antonio, TX 78299

Bank of New York................. Private Investment   416,723,892.91       38.85%
 One Wall Street, 2nd Floor              Class
 Stif/Master Note
 New York, NY 10286

Zions First National Bank (CO)... Private Investment   320,204,575.02       29.85%
 Attn: Trust Department--Liz King        Class
 P.O. Box 30880
 Salt Lake City, UT 84130

Cullen/Frost Discount Brokers.... Private Investment    90,198,210.09        8.41%
 P.O. Box 2358                           Class
 San Antonio, TX 78299

Bank of New York.................    Reserve Class      91,296,643.72       91.28%
 440 Mamaroneck, 5th Fl.
 Harrison, NY 10528

Wachovia Capital Markets, LLC....   Resource Class     158,186,672.34       40.59%
 Sub-Accounts
 8739 Research Dr. NC 0675
 Attn: Money Funds
 Charlotte, NC 28288

LaSalle Bank, N.A................   Resource Class      58,414,089.26       14.99%
 135 South LaSalle St.
 Chicago, IL 60603

Sovereign Bank...................   Resource Class      45,138,235.22       11.58%
 c/o Chase Enterprises
 280 Trumbull Street
 Hartford, CT 06103


                                     E-37





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

     CENCO...................... Resource Class  37,072,836.51         9.51%
      Attn: AMG 7th Floor
      P.O. Box 10566
      Birmingham, AL 35296

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

SHORT-TERM INVESTMENTS TRUST

   As of July 25, 2003, none of the trustees, nominees or current executive
officers of the Trust owned shares of beneficial interest of any Fund of the
Trust.

                                     E-38



                                   EXHIBIT F

                       TRUSTEE OWNERSHIP OF FUND SHARES

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



                                             DOLLAR RANGE OF EQUITY SECURITIES
                                                         PER FUND
                                                    INTERESTED TRUSTEES
                                            -----------------------------------
                                            ROBERT H. GRAHAM MARK H. WILLIAMSON
                                            ---------------- ------------------
                                                       
 AIM EQUITY FUNDS
   AIM Aggressive Growth Fund..............  Over $100,000          None
   AIM Basic Value II Fund.................       None              None
   AIM Blue Chip Fund......................  Over $100,000          None
   AIM Capital Development Fund............  Over $100,000          None
   AIM Charter Fund........................  Over $100,000          None
   AIM Constellation Fund..................  Over $100,000          None
   AIM Core Strategies Fund................       None              None
   AIM Dent Demographic Trends Fund........       None              None
   AIM Diversified Dividend Fund...........  Over $100,000          None
   AIM Emerging Growth Fund................ $50,001-$100,000        None
   AIM Large Cap Basic Value Fund..........       None              None
   AIM Large Cap Growth Fund...............  Over $100,000          None
   AIM Mid Cap Growth Fund.................  Over $100,000          None
   AIM U.S. Growth Fund....................       None              None
   AIM Weingarten Fund.....................  Over $100,000          None

 AIM FLOATING RATE FUND
   AIM Floating Rate Fund..................       None              None

 AIM FUNDS GROUP
   AIM Balanced Fund.......................  Over $100,000          None
   AIM Basic Balanced Fund.................  Over $100,000          None
   AIM European Small Company Fund.........       None              None
   AIM Global Value Fund...................       None              None
   AIM International Emerging Growth Fund..       None              None
   AIM Mid Cap Basic Value Fund............       None              None
   AIM Premier Equity Fund.................  Over $100,000          None
   AIM Select Equity Fund..................       None              None
   AIM Small Cap Equity Fund...............  Over $100,000          None

 AIM GROWTH SERIES
   AIM Basic Value Fund....................  Over $100,000          None
   AIM Mid Cap Core Equity Fund............  Over $100,000          None
   AIM Small Cap Growth Fund...............  Over $100,000          None

 AIM INVESTMENT FUNDS
   AIM Developing Markets Fund............. $50,001-$100,000        None
   AIM Global Health Care Fund.............       None              None
   AIM Libra Fund..........................       None              None


                                      F-1





                                                               DOLLAR RANGE OF EQUITY SECURITIES
                                                                           PER FUND
                                                                      INTERESTED TRUSTEES
                                                              -----------------------------------
                                                              ROBERT H. GRAHAM MARK H. WILLIAMSON
                                                              ---------------- ------------------
                                                                         

AIM INVESTMENT SECURITIES FUNDS
  AIM High Yield Fund........................................ $10,001-$50,000        None
  AIM Income Fund............................................      None              None
  AIM Intermediate Government Fund...........................      None              None
  AIM Limited Maturity Treasury Fund.........................  Over $100,000         None
  AIM Money Market Fund......................................  Over $100,000         None
  AIM Municipal Bond Fund....................................  Over $100,000         None
  AIM Short Term Bond Fund...................................      None              None
  AIM Total Return Bond Fund.................................      None              None

AIM SPECIAL OPPORTUNITIES FUNDS
  AIM Opportunities I Fund...................................  Over $100,000         None
  AIM Opportunities II Fund..................................      None              None
  AIM Opportunities III Fund................................. $10,001-$50,000        None

AIM SUMMIT FUND
  AIM Summit Fund............................................  Over $100,000         None

AIM TAX-EXEMPT FUNDS
  AIM High Income Municipal Fund.............................  Over $100,000         None
  AIM Tax-Exempt Cash Fund...................................  Over $100,000         None
  AIM Tax-Free Intermediate Fund.............................  Over $100,000         None

SHORT-TERM INVESTMENTS TRUST
  Government & Agency Portfolio..............................      None              None
  Government TaxAdvantage Portfolio..........................      None              None
  Treasury Portfolio.........................................      None              None

Aggregate Dollar Range of Equity Securities in All Registered
  Investment Companies Overseen By Trustee in the AIM Funds
  Complex....................................................  Over $100,000    $10,001-$50,000



                                      F-2





                                                    DOLLAR RANGE OF EQUITY SECURITIES PER FUND
                                                               INDEPENDENT TRUSTEES
                                         -----------------------------------------------------------------
                                          FRANK S.   BRUCE L.     ALBERT R.      EDWARD K.      JACK M.
                                           BAYLEY    CROCKETT      DOWDEN      DUNN, JR./(1)/  FIELDS/(1)/
                                         ---------- ---------- --------------- -------------  -------------
                                                                               
AIM EQUITY FUNDS
 AIM Aggressive Growth Fund.............    None                    None           None           None
 AIM Basic Value II Fund................    None    $1-$10,000      None           None           None
 AIM Blue Chip Fund.....................    None       None    $10,001-$50,000     None       Over $100,000
 AIM Capital Development Fund...........    None       None         None       Over $100,000      None
 AIM Charter Fund.......................    None    $1-$10,000      None           None       Over $100,000
 AIM Constellation Fund.................    None    $1-$10,000      None           None       Over $100,000
 AIM Core Strategies Fund...............    None       None         None           None           None
 AIM Dent Demographic Trends Fund.......    None       None         None           None           None
 AIM Diversified Dividend Fund..........    None       None         None           None           None
 AIM Emerging Growth Fund...............    None       None         None           None           None
 AIM Large Cap Basic Value Fund.........    None       None    $10,001-$50,000     None           None
 AIM Large Cap Growth Fund..............    None       None         None           None           None
 AIM Mid Cap Growth Fund................    None       None         None           None           None
 AIM U.S. Growth Fund...................    None       None         None           None           None
 AIM Weingarten Fund....................    None    $1-$10,000      None           None       Over $100,000

AIM FLOATING RATE FUND
 AIM Floating Rate Fund.................    None       None         None           None           None

AIM FUNDS GROUP
 AIM Balanced Fund......................    None       None         None           None           None
 AIM Basic Balanced Fund................    None       None         None           None           None
 AIM European Small Company Fund........    None       None         None           None           None
 AIM Global Value Fund..................    None       None         None           None           None
 AIM International Emerging Growth Fund.    None       None         None           None           None
 AIM Mid Cap Basic Value Fund...........    None       None         None           None           None
 AIM Premier Equity Fund................    None    $1-$10,000      None           None       Over $100,000
 AIM Select Equity Fund.................    None    $1-$10,000      None           None           None
 AIM Small Cap Equity Fund..............    None       None    $10,001-$50,000     None           None

AIM GROWTH SERIES
 AIM Basic Value Fund...................    None       None      $1-$10,000     $1-$10,000        None
 AIM Mid Cap Core Equity Fund...........    None       None      $1-$10,000     $1-$10,000        None
 AIM Small Cap Growth Fund..............    None       None         None           None           None

AIM INVESTMENT FUNDS
 AIM Developing Markets Fund............ $1-$10,000    None         None           None           None
 AIM Global Health Care Fund............    None       None         None           None           None
 AIM Libra Fund.........................    None       None         None           None           None

AIM INVESTMENT SECURITIES FUNDS
 AIM High Yield Fund....................    None    $1-$10,000      None        $1-$10,000        None
 AIM Income Fund........................    None       None         None           None           None
 AIM Intermediate Government Fund.......    None       None         None           None           None
 AIM Limited Maturity Treasury Fund.....    None       None         None           None           None
 AIM Money Market Fund..................    None       None         None       Over $100,000      None
 AIM Municipal Bond Fund................    None       None         None           None           None
 AIM Short Term Bond Fund...............    None       None         None           None           None
 AIM Total Return Bond Fund.............    None       None         None           None           None

AIM SPECIAL OPPORTUNITIES FUNDS
 AIM Opportunities I Fund...............    None       None         None           None           None
 AIM Opportunities II Fund..............    None       None         None           None           None
 AIM Opportunities III Fund.............    None       None         None       Over $100,000      None

AIM SUMMIT FUND
 AIM Summit Fund........................    None       None         None           None           None

AIM TAX-EXEMPT FUNDS
 AIM High Income Municipal Fund.........    None       None         None           None           None
 AIM Tax-Exempt Cash Fund...............    None       None         None           None           None
 AIM Tax-Free Intermediate Fund.........    None       None         None           None           None


                                      F-3





                                                                 DOLLAR RANGE OF EQUITY SECURITIES PER FUND
                                                                            INDEPENDENT TRUSTEES
                                                   -----------------------------------------------------------------------
                                                      FRANK S.      BRUCE L.     ALBERT R.       EDWARD K.      JACK M.
                                                       BAYLEY       CROCKETT      DOWDEN       DUNN, JR./(1)/  FIELDS/(1)/
                                                   --------------- ---------- ---------------- -------------  -------------
                                                                                               

SHORT-TERM INVESTMENTS TRUST
 Government & Agency Portfolio....................      None          None          None           None           None
 Government TaxAdvantage Portfolio................      None          None          None           None           None
 Treasury Portfolio...............................      None          None          None           None           None

Aggregate Dollar Range of Equity Securities in All
 Registered Investment Companies Overseen By
 Trustee in the AIM Funds Complex................. $10,001-$50,000 $1-$10,000 $50,001-$100,000 Over $100,000  Over $100,000

- --------
/1 /Amounts shown include the total amount of compensation deferred by the
   trustee at his or her election pursuant to a deferred compensation plan.
   Such deferred compensation is placed in a deferral account and deemed to be
   invested in one or more of the AIM Funds.

                                      F-4





                                                           DOLLAR RANGE OF EQUITY SECURITIES PER FUND
                                                                      INDEPENDENT TRUSTEES
                                          -----------------------------------------------------------------------------
                                                CARL         PREMA MATHAI      LEWIS F.      RUTH H.      LOUIS S.
                                          FRISCHLING/(1)/     DAVIS/(1)/       PENNOCK       QUIGLEY      SKLAR/(1)/
                                          ---------------- ---------------- --------------- ---------- ----------------
                                                                                        
AIM EQUITY FUNDS
 AIM Aggressive Growth Fund.............. $50,001-$100,000 $50,001-$100,000      None          None    $50,001-$100,000
 AIM Basic Value II Fund.................       None             None            None          None          None
 AIM Blue Chip Fund......................  Over $100,000   $10,001-$50,000       None          None          None
 AIM Capital Development Fund............  Over $100,000         None            None          None          None
 AIM Charter Fund........................  Over $100,000         None       $10,001-$50,000    None     Over $100,000
 AIM Constellation Fund.................. $50,001-$100,000       None            None          None     Over $100,000
 AIM Core Strategies Fund................       None             None            None          None          None
 AIM Dent Demographic Trends Fund........       None             None            None          None          None
 AIM Diversified Dividend Fund...........       None             None            None          None          None
 AIM Emerging Growth Fund................       None             None            None          None          None
 AIM Large Cap Basic Value Fund..........       None       $10,001-$50,000    $1-$10,000       None          None
 AIM Large Cap Growth Fund...............       None             None            None          None          None
 AIM Mid Cap Growth Fund.................       None             None            None          None          None
 AIM U.S. Growth Fund....................       None             None            None          None          None
 AIM Weingarten Fund..................... $50,001-$100,000       None            None          None     Over $100,000

AIM FLOATING RATE FUND
 AIM Floating Rate Fund..................       None             None            None          None          None

AIM FUNDS GROUP
 AIM Balanced Fund....................... $50,001-$100,000       None       $10,001-$50,000    None          None
 AIM Basic Balanced Fund.................       None             None         $1-$10,000       None          None
 AIM European Small Company Fund......... $10,001-$50,000  $10,001-$50,000       None          None          None
 AIM Global Value Fund...................       None             None            None          None          None
  AIM International Emerging Growth Fund. $10,001-$50,000        None            None          None          None
 AIM Mid Cap Basic Value Fund............       None             None            None          None          None
 AIM Premier Equity Fund................. $10,001-$50,000        None            None          None          None
 AIM Select Equity Fund..................       None             None            None          None          None
 AIM Small Cap Equity Fund...............       None             None            None          None          None

AIM GROWTH SERIES
 AIM Basic Value Fund....................  Over $100,000         None            None          None          None
 AIM Mid Cap Core Equity Fund............  Over $100,000         None         $1-$10,000       None          None
 AIM Small Cap Growth Fund...............       None             None            None          None          None

AIM INVESTMENT FUNDS
 AIM Developing Markets Fund.............       None             None            None       $1-$10,000       None
 AIM Global Health Care Fund.............       None             None            None          None          None
 AIM Libra Fund..........................       None             None            None          None          None

AIM INVESTMENT SECURITIES FUNDS
 AIM High Yield Fund..................... $10,001-$50,000        None         $1-$10,000       None          None
 AIM Income Fund.........................       None             None            None          None          None
 AIM Intermediate Government Fund........       None             None            None          None          None
  AIM Limited Maturity Treasury Fund.....       None             None            None          None          None
  AIM Money Market Fund..................       None             None         $1-$10,000       None          None
  AIM Municipal Bond Fund................       None             None            None          None          None
  AIM Short Term Bond Fund...............       None             None            None          None          None
  AIM Total Return Bond Fund.............       None             None            None          None          None

AIM SPECIAL OPPORTUNITIES FUNDS
  AIM Opportunities I Fund...............       None             None            None          None          None
  AIM Opportunities II Fund..............  Over $100,000   $10,001-$50,000       None          None          None
  AIM Opportunities III Fund.............       None       $50,001-$100,000      None          None          None

AIM SUMMIT FUND
  AIM Summit Fund........................       None             None            None          None          None

AIM TAX-EXEMPT FUNDS
 AIM High Income Municipal Fund..........       None             None            None          None          None
 AIM Tax-Exempt Cash Fund................       None             None            None          None          None
 AIM Tax-Free Intermediate Fund..........       None             None         $1-$10,000       None          None


                                      F-5





                                                                 DOLLAR RANGE OF EQUITY SECURITIES PER FUND
                                                                            INDEPENDENT TRUSTEES
                                                   ----------------------------------------------------------------------
                                                        CARL       PREMA MATHAI      LEWIS F.      RUTH H.     LOUIS S.
                                                   FRISCHLING/(1)/  DAVIS/(1)/       PENNOCK       QUIGLEY    SKLAR/(1)/
                                                   --------------  ------------- ---------------- ---------- -------------
                                                                                              

SHORT-TERM INVESTMENTS TRUST
 Government & Agency Portfolio....................     None            None            None          None        None
  Government TaxAdvantage Portfolio...............     None            None            None          None        None
 Treasury Portfolio...............................     None            None            None          None        None

Aggregate Dollar Range of Equity Securities in All
 Registered Investment Companies Overseen By
 Trustee in the AIM Funds Complex................. Over $100,000   Over $100,000 $50,001-$100,000 $1-$10,000 Over $100,000

- --------
/1 /Amounts shown include the total amount of compensation deferred by the
   trustee at his or her election pursuant to a deferred compensation plan.
   Such deferred compensation is placed in a deferral account and deemed to be
   invested in one or more of the AIM Funds.

                                      F-6





                                                DOLLAR RANGE OF EQUITY
                                                  SECURITIES PER FUND
                                                 INDEPENDENT NOMINEES
                                         -------------------------------------
                                         BOB R. JAMES T. GERALD J. LARRY SOLL,
                                         BAKER   BUNCH     LEWIS      PH.D.
                                         ------ -------- --------- -----------
                                                       
 AIM EQUITY FUNDS
  AIM Aggressive Growth Fund............  None    None     None       None
  AIM Basic Value II Fund...............  None    None     None       None
  AIM Blue Chip Fund....................  None    None     None       None
  AIM Capital Development Fund..........  None    None     None       None
  AIM Charter Fund......................  None    None     None       None
  AIM Constellation Fund................  None    None     None       None
  AIM Core Strategies Fund..............  None    None     None       None
  AIM Dent Demographic Trends Fund......  None    None     None       None
  AIM Diversified Dividend Fund.........  None    None     None       None
  AIM Emerging Growth Fund..............  None    None     None       None
  AIM Large Cap Basic Value Fund........  None    None     None       None
  AIM Large Cap Growth Fund.............  None    None     None       None
  AIM Mid Cap Growth Fund...............  None    None     None       None
  AIM U.S. Growth Fund..................  None    None     None       None
  AIM Weingarten Fund...................  None    None     None       None

 AIM FLOATING RATE FUND
  AIM Floating Rate Fund................  None    None     None       None

 AIM FUNDS GROUP
  AIM Balanced Fund.....................  None    None     None       None
  AIM Basic Balanced Fund...............  None    None     None       None
  AIM European Small Company Fund.......  None    None     None       None
  AIM Global Value Fund.................  None    None     None       None
  AIM International Emerging Growth Fund  None    None     None       None
  AIM Mid Cap Basic Value Fund..........  None    None     None       None
  AIM Premier Equity Fund...............  None    None     None       None
  AIM Select Equity Fund................  None    None     None       None
  AIM Small Cap Equity Fund.............  None    None     None       None

 AIM GROWTH SERIES
  AIM Basic Value Fund..................  None    None     None       None
  AIM Mid Cap Core Equity Fund..........  None    None     None       None
  AIM Small Cap Growth Fund.............  None    None     None       None

 AIM INVESTMENT FUNDS
  AIM Developing Markets Fund...........  None    None     None       None
  AIM Global Health Care Fund...........  None    None     None       None
  AIM Libra Fund........................  None    None     None       None

 AIM INVESTMENT SECURITIES FUNDS
  AIM High Yield Fund...................  None    None     None       None
  AIM Income Fund.......................  None    None     None       None
  AIM Intermediate Government Fund......  None    None     None       None
  AIM Limited Maturity Treasury Fund....  None    None     None       None
  AIM Money Market Fund.................  None    None     None       None
  AIM Municipal Bond Fund...............  None    None     None       None
  AIM Short Term Bond Fund..............  None    None     None       None
  AIM Total Return Bond Fund............  None    None     None       None


                                      F-7





                                                                     DOLLAR RANGE OF EQUITY
                                                                       SECURITIES PER FUND
                                                                      INDEPENDENT NOMINEES
                                                              -------------------------------------
                                                              BOB R. JAMES T. GERALD J. LARRY SOLL,
                                                              BAKER   BUNCH     LEWIS      PH.D.
                                                              ------ -------- --------- -----------
                                                                            

AIM SPECIAL OPPORTUNITIES FUNDS
 AIM Opportunities I Fund....................................  None    None     None       None
 AIM Opportunities II Fund...................................  None    None     None       None
 AIM Opportunities III Fund..................................  None    None     None       None

AIM SUMMIT FUND
 AIM Summit Fund.............................................  None    None     None       None

AIM TAX-EXEMPT FUNDS
 AIM High Income Municipal Fund..............................  None    None     None       None
 AIM Tax-Exempt Cash Fund....................................  None    None     None       None
 AIM Tax-Free Intermediate Fund..............................  None    None     None       None

SHORT-TERM INVESTMENTS TRUST
 Government & Agency Portfolio...............................  None    None     None       None
 Government TaxAdvantage Portfolio...........................  None    None     None       None
 Treasury Portfolio..........................................  None    None     None       None

Aggregate Dollar Range of Equity Securities in All Registered
  Investment Companies Overseen By Trustee in the AIM Funds
  Complex....................................................  None    None     None       None


                                      F-8





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

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                         VOTING BY INTERNET                    VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy                 or return it to Proxy Tabulator,
4. Follow the recorded instructions.       Information link.                       P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

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


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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                           AIM AGGRESSIVE GROWTH FUND

                  (An Investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.


Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________



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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

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


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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                             AIM BASIC VALUE II FUND

                  (An investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- -------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                      VOTING BY INTERNET                      VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy           1. Read the accompanying Proxy         1. Read the accompanying Proxy
   Statement and Proxy Card.                Statement and Proxy Card.              Statement and Proxy Card.

2. Call the toll-free number             2. Go to the Web site                  2. Please mark, sign and date
   1-888-221-0697.                          www.aiminvestments.com.                your Proxy Card.

3. Enter your Control Number listed      3. Click on the My Account tab.        3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                         4. Click on the 2003 Proxy                or return it to Proxy Tabulator,
4. Follow the recorded instructions.        Information link.                      P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                         5. Follow the instructions provided.

                                         6. Enter your Control Number listed
                                            on the Proxy Card.

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


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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board)    PROXY CARD
                                       OF
                               AIM BLUE CHIP FUND

                  (An investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________



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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                      VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy           1. Read the accompanying Proxy         1. Read the accompanying Proxy
   Statement and Proxy Card.                Statement and Proxy Card.              Statement and Proxy Card.

2. Call the toll-free number             2. Go to the Web site                  2. Please mark, sign and date
   1-888-221-0697.                          www.aiminvestments.com.                your Proxy Card.

3. Enter your Control Number listed      3. Click on the My Account tab.        3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                         4. Click on the 2003 Proxy                or return it to Proxy Tabulator,
4. Follow the recorded instructions.        Information link.                      P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                         5. Follow the instructions provided.

                                         6. Enter your Control Number listed
                                            on the Proxy Card.

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


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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                          AIM CAPITAL DEVELOPMENT FUND

                  (An investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________



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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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






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

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

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


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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                                AIM CHARTER FUND

                  (An investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________



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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

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


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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                             AIM CONSTELLATION FUND

                  (An investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

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


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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                            AIM CORE STRATEGIES FUND

                  (An investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

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


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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                        AIM DENT DEMOGRAPHIC TRENDS FUND

                  (An investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

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


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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                          AIM DIVERSIFIED DIVIDEND FUND

                  (An investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

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


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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                            AIM EMERGING GROWTH FUND

                  (An investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

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


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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                         AIM LARGE CAP BASIC VALUE FUND

                  (An investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

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


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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                            AIM LARGE CAP GROWTH FUND

                  (An investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

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


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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                             AIM MID CAP GROWTH FUND

                  (An investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

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


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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                              AIM U.S. GROWTH FUND

                  (An investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- --------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                         VOTING BY INTERNET                    VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy             1. Read the accompanying Proxy       1. Read the accompanying Proxy
   Statement and Proxy Card.                  Statement and Proxy Card.            Statement and Proxy Card.

2. Call the toll-free number               2. Go to the Web site                2. Please mark, sign and date
   1-888-221-0697.                            www.aiminvestments.com.              your Proxy Card.

3. Enter your Control Number listed        3. Click on the My Account tab.      3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                           4. Click on the 2003 Proxy              or return it to Proxy Tabulator,
4. Follow the recorded instructions.          Information link.                    P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                           5. Follow the instructions provided.

                                           6. Enter your Control Number listed
                                              on the Proxy Card.

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



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


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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                               AIM WEINGARTEN FUND

                  (An investment portfolio of AIM Equity Funds)

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

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.


                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________



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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

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



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

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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                             AIM FLOATING RATE FUND

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

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

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



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

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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                                AIM BALANCED FUND

                  (An investment portfolio of AIM Funds Group)

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

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

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



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

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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                             AIM BASIC BALANCED FUND

                  (An investment portfolio of AIM Funds Group)

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

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

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



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

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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                         AIM EUROPEAN SMALL COMPANY FUND

                  (An investment portfolio of AIM Funds Group)

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

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

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



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

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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                              AIM GLOBAL VALUE FUND

                  (An investment portfolio of AIM Funds Group)

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

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

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



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

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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                     AIM INTERNATIONAL EMERGING GROWTH FUND

                  (An investment portfolio of AIM Funds Group)

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

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

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

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

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


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




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


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

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


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


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

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

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

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

XXX XXXXXXXXXX XXX

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

FUND NAME PRINTS HERE

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


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


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





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

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

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



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

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

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                          AIM MID CAP BASIC VALUE FUND

                  (An investment portfolio of AIM Funds Group)

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

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


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



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

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

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


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

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

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

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


PROXY CARD                                                            PROXY CARD

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

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

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

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

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


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


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



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

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

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

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


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                        EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

- -------------------------------------------------------------------------------------------------------------------


   --------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.


                   ****CONTROL NUMBER: 999 999 999 999 99****
   --------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                             AIM PREMIER EQUITY FUND

                  (An investment portfolio of AIM Funds Group)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                                 EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

- ------------------------------------------------------------------------------------------------------------------------------------



 -------------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

                   ****CONTROL NUMBER: 999 999 999 999 99****
 -------------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                             AIM SELECT EQUITY FUND

                  (An investment portfolio of AIM Funds Group)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                                 EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

- ------------------------------------------------------------------------------------------------------------------------------------



 -------------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

                   ****CONTROL NUMBER: 999 999 999 999 99****
 -------------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                            AIM SMALL CAP EQUITY FUND

                  (An investment portfolio of AIM Funds Group)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                                 EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

- ------------------------------------------------------------------------------------------------------------------------------------



 -------------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

                   ****CONTROL NUMBER: 999 999 999 999 99****
 -------------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                              AIM BASIC VALUE FUND

                 (An investment portfolio of AIM Growth Series)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                                 EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

- ------------------------------------------------------------------------------------------------------------------------------------



 -------------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

                   ****CONTROL NUMBER: 999 999 999 999 99****
 -------------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                          AIM MID CAP CORE EQUITY FUND

                 (An investment portfolio of AIM Growth Series)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                                 EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

- ------------------------------------------------------------------------------------------------------------------------------------



 -------------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

                   ****CONTROL NUMBER: 999 999 999 999 99****
 -------------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                            AIM SMALL CAP GROWTH FUND

                 (An investment portfolio of AIM Growth Series)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                                 EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

- ------------------------------------------------------------------------------------------------------------------------------------



 -------------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

                   ****CONTROL NUMBER: 999 999 999 999 99****
 -------------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                           AIM DEVELOPING MARKETS FUND

                (An investment portfolio of AIM Investment Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                                 EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

- ------------------------------------------------------------------------------------------------------------------------------------



 -------------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

                   ****CONTROL NUMBER: 999 999 999 999 99****
 -------------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                           AIM GLOBAL HEALTH CARE FUND

                (An investment portfolio of AIM Investment Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                                 EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

- ------------------------------------------------------------------------------------------------------------------------------------



 -------------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

                   ****CONTROL NUMBER: 999 999 999 999 99****
 -------------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                                 AIM LIBRA FUND

                (An investment portfolio of AIM Investment Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                                 EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

- ------------------------------------------------------------------------------------------------------------------------------------



 -------------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

                   ****CONTROL NUMBER: 999 999 999 999 99****
 -------------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                               AIM HIGH YIELD FUND

          (An investment portfolio of AIM Investment Securities Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                         EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- -------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                      VOTING BY INTERNET                      VOTING BY MAIL
                                                                         
1. Read the accompanying Proxy          1. Read the accompanying Proxy         1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.              Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                  2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                your Proxy Card.

3. Enter your Control Number            3. Click on the My Account tab.        3. Return the Proxy Card in the
   listed on the Proxy Card.                                                      postage-paid envelope provided
                                        4. Click on the 2003 Proxy                or return it to Proxy Tabulator
4. Follow the recorded instructions.       Information link.                      Box 9123, Hingham, MA 02043-9723.

                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

- -------------------------------------------------------------------------------------------------------------------


   ---------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.


                   ****CONTROL NUMBER: 999 999 999 999 99****
   ---------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                                 AIM INCOME FUND

          (An investment portfolio of AIM Investment Securities Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________



                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                                 EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

- ------------------------------------------------------------------------------------------------------------------------------------



 -------------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

                   ****CONTROL NUMBER: 999 999 999 999 99****
 -------------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                        AIM INTERMEDIATE GOVERNMENT FUND

          (An investment portfolio of AIM Investment Securities Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                                 EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

- ------------------------------------------------------------------------------------------------------------------------------------



 -------------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

                   ****CONTROL NUMBER: 999 999 999 999 99****
 -------------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                       AIM LIMITED MATURITY TREASURY FUND

          (An investment portfolio of AIM Investment Securities Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                                 EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

- ------------------------------------------------------------------------------------------------------------------------------------



 -------------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

                   ****CONTROL NUMBER: 999 999 999 999 99****
 -------------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                              AIM MONEY MARKET FUND

          (An investment portfolio of AIM Investment Securities Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                                 EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- ------------------------------------------------------------------------------------------------------------------------------------
          VOTING BY TELEPHONE                               VOTING BY INTERNET                             VOTING BY MAIL
                                                                                           
1.  Read the accompanying Proxy                   1.   Read the accompanying Proxy               1.   Read the accompanying Proxy
    Statement and Proxy Card.                          Statement and Proxy Card.                      Statement and Proxy Card.

2.  Call the toll-free number                     2.   Go to the Web site                        2.   Please mark, sign and date
    1-888-221-0697.                                    www.aiminvestments.com.                        your Proxy Card.

3.  Enter your Control Number listed              3.   Click on the My Account tab.              3.   Return the Proxy Card in the
    on the Proxy Card.                                                                                postage-paid envelope provided
                                                  4.   Click on the 2003 Proxy Information            or return it to Proxy
4.  Follow the recorded instructions.                  link.                                          Tabulator, P.O. Box 9123,
                                                                                                      Hingham, MA 02043-9723.
                                                  5.   Follow the instructions provided.

                                                  6.   Enter your Control Number
                                                       listed on the Proxy Card.

- ------------------------------------------------------------------------------------------------------------------------------------



 -------------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.

                   ****CONTROL NUMBER: 999 999 999 999 99****
 -------------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                             AIM MUNICIPAL BOND FUND

          (An investment portfolio of AIM Investment Securities Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

       The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
       and each of them separately, proxies with the power of substitution to
       each, and hereby authorizes them to represent and to vote, as designated
       on reverse, at the Special Meeting of Shareholders on October 21, 2003,
       at 3:00 p.m., Central Time, and at any adjournment thereof, all of the
       shares of the fund which the undersigned would be entitled to vote if
       personally present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES
       INDICATED, THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                        EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

- -------------------------------------------------------------------------------------------------------------------


   --------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.


                   ****CONTROL NUMBER: 999 999 999 999 99****
   --------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                            AIM SHORT TERM BOND FUND

          (An investment portfolio of AIM Investment Securities Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                        EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

- -------------------------------------------------------------------------------------------------------------------


   --------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.


                   ****CONTROL NUMBER: 999 999 999 999 99****
   --------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                           AIM TOTAL RETURN BOND FUND

          (An investment portfolio of AIM Investment Securities Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                        EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

- -------------------------------------------------------------------------------------------------------------------


   --------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.


                   ****CONTROL NUMBER: 999 999 999 999 99****
   --------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                            AIM OPPORTUNITIES I FUND

          (An investment portfolio of AIM Special Opportunities Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                        EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

- -------------------------------------------------------------------------------------------------------------------


   --------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.


                   ****CONTROL NUMBER: 999 999 999 999 99****
   --------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                            AIM OPPORTUNITIES II FUND

          (An investment portfolio of AIM Special Opportunities Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                        EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

- -------------------------------------------------------------------------------------------------------------------


   --------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.


                   ****CONTROL NUMBER: 999 999 999 999 99****
   --------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                           AIM OPPORTUNITIES III FUND

           (An investment portfolio of AIM Special Opportunities Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                        EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

- -------------------------------------------------------------------------------------------------------------------


   --------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.


                   ****CONTROL NUMBER: 999 999 999 999 99****
   --------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                                 AIM SUMMIT FUND

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                        EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

- -------------------------------------------------------------------------------------------------------------------


   --------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.


                   ****CONTROL NUMBER: 999 999 999 999 99****
   --------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                         AIM HIGH INCOME MUNICIPAL FUND

                (An investment portfolio of AIM Tax-Exempt Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                        EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

- -------------------------------------------------------------------------------------------------------------------


   --------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.


                   ****CONTROL NUMBER: 999 999 999 999 99****
   --------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                            AIM TAX-EXEMPT CASH FUND

                (An investment portfolio of AIM Tax-Exempt Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                        EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

- -------------------------------------------------------------------------------------------------------------------


   --------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.


                   ****CONTROL NUMBER: 999 999 999 999 99****
   --------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                         AIM TAX-FREE INTERMEDIATE FUND

                (An investment portfolio of AIM Tax-Exempt Funds)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                        EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

- -------------------------------------------------------------------------------------------------------------------


   --------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.


                   ****CONTROL NUMBER: 999 999 999 999 99****
   --------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                          GOVERNMENT & AGENCY PORTFOLIO

            (An investment portfolio of Short-Term Investments Trust)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                        EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

- -------------------------------------------------------------------------------------------------------------------


   --------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.


                   ****CONTROL NUMBER: 999 999 999 999 99****
   --------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                        GOVERNMENT TAXADVANTAGE PORTFOLIO

            (An investment portfolio of Short-Term Investments Trust)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]





                        EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

- -------------------------------------------------------------------------------------------------------------------
         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.

2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.

3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                                                              postage-paid envelope provided
                                        4. Click on the 2003 Proxy Information     or return it to Proxy Tabulator,
4. Follow the recorded instructions.       link.                                   P.O. Box 9123, Hingham, MA
                                                                                   02043-9723.
                                        5. Follow the instructions provided.

                                        6. Enter your Control Number listed
                                           on the Proxy Card.

- -------------------------------------------------------------------------------------------------------------------


   --------------------------------------------------------------------------
                CONTROL NUMBER FOR TELEPHONE OR INTERNET VOTING.


                   ****CONTROL NUMBER: 999 999 999 999 99****
   --------------------------------------------------------------------------

PROXY CARD   PROXY SOLICITED BY THE BOARD OF TRUSTEES (the "Board")   PROXY CARD
                                       OF
                               TREASURY PORTFOLIO

            (An investment portfolio of Short-Term Investments Trust)

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

     The undersigned hereby appoints Robert H. Graham and Mark H. Williamson,
     and each of them separately, proxies with the power of substitution to
     each, and hereby authorizes them to represent and to vote, as designated on
     reverse, at the Special Meeting of Shareholders on October 21, 2003, at
     3:00 p.m., Central Time, and at any adjournment thereof, all of the shares
     of the fund which the undersigned would be entitled to vote if personally
     present. IF THIS PROXY IS SIGNED AND RETURNED WITH NO CHOICES INDICATED,
     THE SHARES WILL BE VOTED "FOR" EACH NOMINEE.

 Note: Do not return your Proxy Card if you are voting by Telephone or Internet.

                                        Proxy must be signed and dated below.

                                    Dated ____________________ 2003

                                    ____________________________________________


                                    ____________________________________________
                                           Signature(s) (if held jointly)
                                    NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                    APPEARS ON THIS PROXY CARD. All joint owners
                                    should sign. When signing as executor,
                                    administrator, attorney, trustee or guardian
                                    or as custodian for a minor, please give
                                    full title as such. If a corporation, please
                                    sign in full corporate name and indicate the
                                    signer's office. If a partner, please sign
                                    in the partnership name.



    Please fill in box as shown using black or blue ink or number 2 pencil.
                       PLEASE DO NOT USE FINE POINT PENS.



                                                                                                                   [x]

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD, THE BOARD RECOMMENDS VOTING "FOR" THE APPROVAL OF THE PROPOSAL.
                                                                                                                    
                                                                                                           WITHHOLD
1. To select sixteen individuals to the Board, each of whom will serve until his                FOR        AUTHORITHy        FOR ALL
   or her successor is elected and qualified:                                                   ALL     FOR ALL NOMINEES     EXCEPT
   01 Bob R. Baker       05 Albert R. Dowden     09 Robert H. Graham    13 Ruth H. Quigley      [_]           [_]             [_]
   02 Frank S. Bayley    06 Edward K. Dunn, Jr.  10 Gerald J. Lewis     14 Louis S. Sklar
   03 James T. Bunch     07 Jack M. Fields       11 Prema Mathai-Davis  15 Larry Soll, Ph.D.
   04 Bruce L. Crockett  08 Carl Frischling      12 Lewis F. Pennock    16 Mark H. Williamson

To withhold your vote for any individual nominee, mark the "FOR ALL EXCEPT" box and write the
nominee's number on the line provided.

- ----------------------------------------------------------------------------------------------

IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING OR ANY ADJOURNMENT THEREOF.


                          PLEASE SIGN ON REVERSE SIDE



                       ezVote(TM) Consolidated Proxy Card

The top half of this form is your EzVote Consolidated Proxy. It reflects all of
your accounts registered to the same Social Security or Tax I.D. number at this
address. By voting and signing the Consolidated Proxy Card, you are voting all
of these accounts in the same manner as indicated on the reverse side of the
form.

      EVERY SHAREHOLDER'S VOTE IS IMPORTANT! PLEASE VOTE YOUR PROXY TODAY!

                   ****CONTROL NUMBER: 999 999 999 999 99****


PROXY CARD                                                            PROXY CARD

      PROXY SOLICITED BY THE BOARD OF [DIRECTORS] [TRUSTEES] (THE "BOARD")

                                       OF

                             [INSERT PORTFOLIO NAME]

                            [INSERT REGISTRANT NAME]

      PROXY FOR SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 21, 2003

The undersigned hereby appoints [INSERT PROXY NAMES], and each of them
separately, proxies with the power of substitution to each, and hereby
authorizes them to represent and to vote, as designated on reverse, at the
Special Meeting of Shareholders on October 21, 2003, at 3:00 p.m., Central Time,
and at any adjournment thereof, all of the shares of the fund which the
undersigned would be entitled to vote if personally present. IF THIS PROXY IS
SIGNED AND RETURNED WITH NO CHOICES INDICATED, THE SHARES WILL BE VOTED "FOR"
THE APPROVAL OF THE PROPOSAL AND "FOR" EACH NOMINEE.

NOTE: DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.


                                       *   PROXY MUST BE SIGNED AND DATED BELOW.

                                       Dated ____________________ 2003


                                       -----------------------------------------



                                       -----------------------------------------
                                            Signature(s) (if held jointly)

                                       NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
                                       APPEARS ON THIS PROXY CARD. All joint
                                       owners should sign. When signing as
                                       executor, administrator, attorney,
                                       trustee or guardian or as custodian for a
                                       minor, please give full title as such. If
                                       a corporation, please sign in full
                                       corporate name and indicate the signer's
                                       office. If a partner, please sign in the
                                       partnership name.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

<Table>

         VOTING BY TELEPHONE                      VOTING BY INTERNET                     VOTING BY MAIL
                                                                          
1. Read the accompanying Proxy          1. Read the accompanying Proxy          1. Read the accompanying Proxy
   Statement and Proxy Card.               Statement and Proxy Card.               Statement and Proxy Card.
2. Call the toll-free number            2. Go to the Web site                   2. Please mark, sign and date
   1-888-221-0697.                         www.aiminvestments.com.                 your Proxy Card.
3. Enter your Control Number listed     3. Click on the My Account tab.         3. Return the Proxy Card in the
   on the Proxy Card.                   4. Click on the 2003 Proxy Information     postage-paid envelope provided
4. Follow the recorded instructions.       link.                                   or return it to Proxy Tabulator,
                                        5. Follow the instructions provided.       P.O. Box 9123, Hingham, MA
                                        6. Enter your Control Number listed        02043-9723.
                                           on the Proxy Card.


                               INDIVIDUAL BALLOTS

On the reverse side of this form (and on accompanying pages, if necessary) you
will find individual ballots, one for each of your accounts. If you would wish
to vote each of these accounts separately, sign in the signature box below, mark
each individual ballot to indicate your vote, detach the form at the perforation
above and return the individual ballots portion only.

NOTE: IF YOU ELECT TO VOTE EACH ACCOUNT SEPARATELY, DO NOT RETURN THE
      CONSOLIDATED PROXY CARD ABOVE.

                        SIGN BELOW ONLY IF YOU ARE VOTING
                            EACH ACCOUNT SEPARATELY.

Dated _______________________ 2003

                      ____________________________________
                         Signature(s) (if held jointly)


NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY CARD. All joint
owners should sign. When signing as executor, administrator, attorney, trustee
or guardian or as custodian for a minor, please give full title as such. If a
corporation, please sign in full corporate name and indicate the signer's
office. If a partner, please sign in the partnership name.




   * PLEASE FILL IN BOX AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. *
     PLEASE DO NOT USE FINE POINT PENS.


THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD. THE BOARD RECOMMENDS VOTING
"FOR" EACH PROPOSAL.

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


         -----------------------------------------------------------------------

       IN THE DISCRETION OF SUCH PROXIES, UPON SUCH OTHER BUSINESS AS MAY
          PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.

                          PLEASE SIGN ON REVERSE SIDE.

              DETACH CONSOLIDATED PROXY CARD AT PERFORATION BELOW.

                              INDIVIDUAL BALLOT(S)

NOTE: IF YOU HAVE USED THE CONSOLIDATED BALLOT ABOVE, DO NOT VOTE THE INDIVIDUAL
      BALLOT(S) BELOW.

XXX XXXXXXXXXX XXX

JOHN Q. SHAREHOLDER
123 MAIN STREET
ANYTOWN USA 12345                           CONTROL NUMBER
                                          XXX XXX XXX XXX XX

FUND NAME PRINTS HERE

[PROPOSALS APPEAR HERE]                   FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]


                                                       WITHHOLD
                                          FOR          AUTHORITY        FOR ALL
                                          ALL       FOR ALL NOMINEES    EXCEPT
                                          [ ]             [ ]             [ ]


                                          FOR           AGAINST         ABSTAIN
                                          [ ]             [ ]             [ ]
                                          [ ]             [ ]             [ ]